Mainstay VP Funds Trust N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act File Number 811-03833

MAINSTAY VP 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.

30 Hudson Street

Jersey City, New Jersey 07302

(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, 2023

FORM N-CSR

Item 1.  Reports to Stockholders.

MainStay VP Wellington U.S. Equity Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	13
Notes to Financial Statements	17
Report of Independent Registered Public Accounting Firm	23
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	24
Proxy Voting Policies and Procedures and Proxy Voting Record	28
Shareholder Reports and Quarterly Portfolio Disclosure	28
Board of Trustees and Officers	29

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1, 2	One Year	Five Years	Ten Years	Gross Expense Ratio3
Initial Class Shares	1/23/1984	24.58%	13.16%	10.46%	0.57%
Service Class Shares	6/5/2003	24.27	12.88	10.19	0.82

1.	Effective January 1, 2018, due to an organizational restructuring, all investment personnel of Cornerstone Capital Management Holdings LLC, the former subadvisor, transitioned to MacKay Shields LLC.
2.	Effective May 1, 2021, the Portfolio replaced its subadvisor, MacKay Shields LLC, and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio's prior subadvisors and principal investment strategies.
3.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus, as supplemented, and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
S&P 500® Index1	26.29%	15.69%	12.03%
Morningstar Large Blend Category Average2	22.32	14.26	10.55

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The S&P 500® Index is the Portfolio's primary benchmark. S&P 500® is a trademark of The McGraw-Hill Companies, Inc. The S&P 500® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance.
2.	The Morningstar Large Blend Category Average is representative of funds that represent the overall U.S. stock market in size, growth rates and price. Stocks in the top 70% of the capitalization of the U.S. equity market are defined as large cap. The blend style is assigned to funds where neither growth nor value characteristics predominate. These funds tend to invest across the spectrum of U.S. industries, and owing to their broad exposure, the funds' returns are often similar to those of the S&P 500® Index. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Wellington U.S. Equity Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,083.70	$2.94	$1,022.38	$2.85	0.56%
Service Class Shares	$1,000.00	$1,082.30	$4.25	$1,021.12	$4.13	0.81%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Wellington U.S. Equity Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Software	11.8%
Semiconductors & Semiconductor Equipment	9.2
Interactive Media & Services	8.6
Technology Hardware, Storage & Peripherals	5.9
Broadline Retail	4.8
Banks	3.9
Machinery	3.7
Pharmaceuticals	3.5
Insurance	3.2
Health Care Equipment & Supplies	3.1
Oil, Gas & Consumable Fuels	3.1
Electric Utilities	2.6
Health Care Providers & Services	2.5
Capital Markets	2.5
Hotels, Restaurants & Leisure	2.4
Beverages	2.3
Life Sciences Tools & Services	2.2
Chemicals	2.0
Financial Services	2.0
Specialty Retail	2.0

Household Products	1.9%
Biotechnology	1.9
Building Products	1.8
Entertainment	1.4
Electrical Equipment	1.3
Textiles, Apparel & Luxury Goods	1.3
Industrial REITs	1.2
IT Services	1.2
Consumer Finance	1.1
Personal Care Products	1.1
Aerospace & Defense	1.1
Electronic Equipment, Instruments & Components	1.0
Residential REITs	0.7
Energy Equipment & Services	0.7
Automobiles	0.7
Short–Term Investment	0.3
Other Assets, Less Liabilities	–0.0‡
	100.0%

‡ Less than one–tenth of a percent.

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Microsoft Corp.
2.	Apple, Inc.
3.	Alphabet, Inc.
4.	Amazon.com, Inc.
5.	NVIDIA Corp.

6.	Meta Platforms, Inc., Class A
7.	UnitedHealth Group, Inc.
8.	JPMorgan Chase & Co.
9.	Broadcom, Inc.
10.	Eli Lilly & Co.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Mammen Chally, Douglas W. McLane and David A. Siegle, of Wellington Management Company LLP (“Wellington”), the Portfolio’s Subadvisor.

How did MainStay VP Wellington U.S. Equity Portfolio perform relative to its benchmark and peers during the 12 months ended June 30, 2023?

For the 12 months ended December 31, 2023, MainStay VP Wellington U.S. Equity Portfolio returned 24.58% for Initial Class shares and 24.27% for Service Class shares. Over the same period, both share classes underperformed the 26.29% return of the S&P 500^® Index (the “Index”), which is the Portfolio’s benchmark, and outperformed the 22.32% return of the Morningstar Large Blend Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

The Portfolio underperformed the Index primarily due to sector attribution, a result of Wellington's bottom-up stock selection process. Security selection also weighed on relative results.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

From a sector allocation perspective, overweight exposure to health care weighed on relative returns, with the negative impact partialy offset by the positive effect of an underweight allocation to the lagging energy sector. Security selection in industrials, information technology and consumer discretionary detracted from relative results, while selection in health care, materials and financials made positive contributions. (Contributions take weightings and total returns into account.)

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

The strongest contributors to absolute performance included holdings in enterprise software company Microsoft, online retailer Amazon.com and consumer electronics maker Apple. Microsoft shares rose on better-than-expected earnings and revenue results driven by the performance of the company’s cloud unit, Azure. Shares also benefited from the anticipated rollout of Microsoft’s artificial intelligence (“AI”) product, Copilot. In addition, the company finalized its $69 billion purchase of video game maker Activision Blizzard. Amazon.com shares gained ground after semiconductor maker NVIDIA reported strong results, driven by rapidly increasing demand for AI, sparking a market rally. We believe that developments in AI should benefit Amazon Web Services and increase demand for its cloud computing platforms. Amazon also reported first-quarter earnings that beat consensus estimates earlier in the reporting period. Apple shares climbed after the company made several AI announcements at its I/O developer conference, including "AI Snapshot,” which integrates

generative AI results directly on top of Google's search results, and the incorporation of generative AI capabilities across its product suite. The stock benefited further from news that Samsung would not replace Google with Bing as the default search engine on its smartphones.

The most significant detractors from the Portfolio’s absolute performance included holdings in pharmaceutical company Pfizer, financial management firm The Charles Schwab Corporation and prestige beauty products maker The Estée Lauder Companies. Pfizer shares fell when the company reported mixed results in a Phase 2b study of danuglipron for obesity. Danuglipron was effective in weight reduction, but tolerability was poor with a high rate of gastrointestinal side effects and discontinuation rates. Management also issued muted 2024 guidance that was below expectations, and announced a multi-year cost-cutting effort that will include layoffs. Charles Schwab shares fell after the collapse of Silicon Valley Bank sparked a massive selloff of financial sector stocks, and investors feared that firms like Schwab, which have large bond holdings with long maturities, might be forced to sell such assets at a loss to cover a rush of deposit withdrawals. Earlier in the reporting period, Schwab reported fourth quarter 2022 results that missed estimates on lower deposit account fees. Estée Lauder shares fell as weak sales in China weighed on investor sentiment. In addition, in delivering fourth quarter 2023 financial results, the company lowered guidance below consensus estimates.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio’s largest purchases included an increased position in semiconductor maker NVIDIA and a reinstated position in social media company Meta Platforms. We became more positive on NVIDIA given the company’s near monopoly in AI datacenter graphics processing units and the rapid growth of NVIDIA’s CUDA software business segment. We believe this segment will continue to benefit from the AI-related market momentum. We reinstated a position in Meta after engaging with the company. We saw signs that the company’s fundamentals were playing out positively, as prior headwinds (including Apple’s changes to its privacy management policies and TikTok’s incremental competition) became more benign. Meta’s ramp-up of its Reels product progressed (offering a more direct answer to TikTok), with the monetization of Reels providing better visibility into the stability of Meta’s overall advertising business. Given these trends and our outlook, we believed the stock’s valuation was attractive.

The Portfolio’s largest full sale was of shares in Pioneer Natural Resources following the announcement that Exxon Mobil would acquire the company. We trimmed the Portfolio’s position in Alphabet on strength.

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP Wellington U.S. Equity Portfolio

How did the Portfolio’s sector weightings change during the reporting period?

During the reporting period, we increased the Portfolio’s exposure to communication services and decreased its exposure to health care.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio’s largest overweight positions relative to the Index were in the communication services and health care sectors. As of the same date, the Portfolio held its most significantly underweight positions in industrials and consumer staples. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.7%
Aerospace & Defense 1.1%
RTX Corp.	119,334	$  10,040,763
Automobiles 0.7%
Tesla, Inc. (a)	24,637	6,121,802
Banks 3.9%
Bank of America Corp.	390,808	13,158,505
JPMorgan Chase & Co.	132,710	22,573,971
		35,732,476
Beverages 2.3%
Constellation Brands, Inc., Class A	43,433	10,499,928
Monster Beverage Corp. (a)	184,189	10,611,128
		21,111,056
Biotechnology 1.9%
Regeneron Pharmaceuticals, Inc. (a)	8,335	7,320,547
Vertex Pharmaceuticals, Inc. (a)	24,876	10,121,796
		17,442,343
Broadline Retail 4.8%
Amazon.com, Inc. (a)	290,659	44,162,728
Building Products 1.8%
Builders FirstSource, Inc. (a)	44,171	7,373,907
Johnson Controls International plc	161,967	9,335,778
		16,709,685
Capital Markets 2.5%
Charles Schwab Corp. (The)	128,964	8,872,723
Morgan Stanley	146,683	13,678,190
		22,550,913
Chemicals 2.0%
PPG Industries, Inc.	63,704	9,526,933
Sherwin-Williams Co. (The)	29,695	9,261,871
		18,788,804
Consumer Finance 1.1%
American Express Co.	55,775	10,448,889
Electric Utilities 2.6%
American Electric Power Co., Inc.	78,760	6,396,887
Duke Energy Corp.	100,708	9,772,704
Eversource Energy	82,551	5,095,048
PG&E Corp.	157,232	2,834,893
		24,099,532

	Shares	Value
Electrical Equipment 1.3%
AMETEK, Inc.	70,392	$  11,606,937
Electronic Equipment, Instruments & Components 1.0%
CDW Corp.	38,846	8,830,473
Energy Equipment & Services 0.7%
Schlumberger NV	118,359	6,159,402
Entertainment 1.4%
Netflix, Inc. (a)	25,737	12,530,831
Financial Services 2.0%
Mastercard, Inc., Class A	43,489	18,548,493
Health Care Equipment & Supplies 3.1%
Abbott Laboratories	109,379	12,039,347
Boston Scientific Corp. (a)	221,013	12,776,761
Hologic, Inc. (a)	56,451	4,033,424
		28,849,532
Health Care Providers & Services 2.5%
UnitedHealth Group, Inc.	44,166	23,252,074
Hotels, Restaurants & Leisure 2.4%
Marriott International, Inc., Class A	47,696	10,755,925
McDonald's Corp.	38,728	11,483,239
		22,239,164
Household Products 1.9%
Procter & Gamble Co. (The)	121,045	17,737,934
Industrial REITs 1.2%
Prologis, Inc.	83,816	11,172,673
Insurance 3.2%
Arch Capital Group Ltd. (a)	85,606	6,357,957
Chubb Ltd.	49,816	11,258,416
Progressive Corp. (The)	72,249	11,507,821
		29,124,194
Interactive Media & Services 8.6%
Alphabet, Inc. (a)
Class A	271,102	37,870,238
Class C	61,919	8,726,245
Meta Platforms, Inc., Class A (a)	81,672	28,908,621

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Wellington U.S. Equity Portfolio

	Shares	Value
Common Stocks (continued)
Interactive Media & Services (continued)
ZoomInfo Technologies, Inc. (a)	175,178	$   3,239,041
		78,744,145
IT Services 1.2%
Accenture plc, Class A	30,249	10,614,677
Life Sciences Tools & Services 2.2%
Danaher Corp.	42,526	9,837,965
Thermo Fisher Scientific, Inc.	19,867	10,545,205
		20,383,170
Machinery 3.7%
Deere & Co.	32,568	13,022,966
Illinois Tool Works, Inc.	40,438	10,592,330
Nordson Corp.	39,961	10,556,098
		34,171,394
Oil, Gas & Consumable Fuels 3.1%
ConocoPhillips	65,072	7,552,907
Diamondback Energy, Inc.	34,944	5,419,115
EOG Resources, Inc.	79,919	9,666,203
Phillips 66	41,042	5,464,332
		28,102,557
Personal Care Products 1.1%
Estee Lauder Cos., Inc. (The), Class A	70,817	10,356,986
Pharmaceuticals 3.5%
Eli Lilly & Co.	32,223	18,783,431
Merck & Co., Inc.	120,692	13,157,842
		31,941,273
Residential REITs 0.7%
AvalonBay Communities, Inc.	36,313	6,798,520
Semiconductors & Semiconductor Equipment 9.2%
Advanced Micro Devices, Inc. (a)	63,596	9,374,686
Broadcom, Inc.	17,188	19,186,105
KLA Corp.	19,397	11,275,476
NVIDIA Corp.	69,293	34,315,280
Texas Instruments, Inc.	58,102	9,904,067
		84,055,614

	Shares	Value
Software 11.8%
Intuit, Inc.	14,957	$   9,348,574
Microsoft Corp.	184,511	69,383,516
Palo Alto Networks, Inc. (a)	25,078	7,395,001
Salesforce, Inc. (a)	46,257	12,172,067
Workday, Inc., Class A (a)	34,132	9,422,480
		107,721,638
Specialty Retail 2.0%
AutoZone, Inc. (a)	3,060	7,911,966
TJX Cos., Inc. (The)	110,638	10,378,951
		18,290,917
Technology Hardware, Storage & Peripherals 5.9%
Apple, Inc.	278,749	53,667,545
Textiles, Apparel & Luxury Goods 1.3%
NIKE, Inc., Class B	106,120	11,521,448
Total Common Stocks (Cost $720,899,629)		913,630,582
Short-Term Investment 0.3%
Affiliated Investment Company 0.3%
MainStay U.S. Government Liquidity Fund, 5.235% (b)	2,752,478	2,752,478
Total Short-Term Investment (Cost $2,752,478)		2,752,478
Total Investments (Cost $723,652,107)	100.0%	916,383,060
Other Assets, Less Liabilities	(0.0)‡	(435,738)
Net Assets	100.0%	$ 915,947,322

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	Non-income producing security.
(b)	Current yield as of December 31, 2023.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 21,509	$ 142,187	$ (160,944)	$ —	$ —	$ 2,752	$ 547	$ —	2,752

Abbreviation(s):

REIT—Real Estate Investment Trust

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 913,630,582	$ —	$ —	$ 913,630,582
Short-Term Investment
Affiliated Investment Company	2,752,478	—	—	2,752,478
Total Investments in Securities	$ 916,383,060	$ —	$ —	$ 916,383,060

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Wellington U.S. Equity Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $720,899,629)	$913,630,582
Investment in affiliated investment companies, at value (identified cost $2,752,478)	2,752,478
Receivables:
Investment securities sold	2,565,988
Dividends	495,896
Portfolio shares sold	27,375
Securities lending	939
Other assets	4,356
Total assets	919,477,614
Liabilities
Payables:
Investment securities purchased	2,662,663
Manager (See Note 3)	413,720
Portfolio shares redeemed	334,645
NYLIFE Distributors (See Note 3)	51,426
Professional fees	29,865
Shareholder communication	26,975
Custodian	10,169
Accrued expenses	829
Total liabilities	3,530,292
Net assets	$915,947,322
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 35,007
Additional paid-in-capital	727,977,810
	728,012,817
Total distributable earnings (loss)	187,934,505
Net assets	$915,947,322

Initial Class
Net assets applicable to outstanding shares	$670,328,474
Shares of beneficial interest outstanding	25,485,811
Net asset value per share outstanding	$ 26.30
Service Class
Net assets applicable to outstanding shares	$245,618,848
Shares of beneficial interest outstanding	9,520,899
Net asset value per share outstanding	$ 25.80

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated	$ 12,274,395
Dividends-affiliated	547,361
Securities lending, net	1,095
Total income	12,822,851
Expenses
Manager (See Note 3)	4,719,504
Distribution/Service—Service Class (See Note 3)	590,777
Professional fees	105,819
Custodian	23,772
Trustees	22,304
Miscellaneous	30,897
Total expenses	5,493,073
Net investment income (loss)	7,329,778
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on unaffiliated investments	12,794,409
Net change in unrealized appreciation (depreciation) on unaffiliated investments	172,050,018
Net realized and unrealized gain (loss)	184,844,427
Net increase (decrease) in net assets resulting from operations	$192,174,205

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Wellington U.S. Equity Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 7,329,778	$ 7,480,194
Net realized gain (loss)	12,794,409	(24,077,250)
Net change in unrealized appreciation (depreciation)	172,050,018	(202,149,971)
Net increase (decrease) in net assets resulting from operations	192,174,205	(218,747,027)
Distributions to shareholders:
Initial Class	(6,075,145)	(127,232,665)
Service Class	(1,664,828)	(48,423,993)
Total distributions to shareholders	(7,739,973)	(175,656,658)
Capital share transactions:
Net proceeds from sales of shares	42,700,997	139,698,289
Net asset value of shares issued to shareholders in reinvestment of distributions	7,739,973	175,656,658
Cost of shares redeemed	(152,655,655)	(125,658,917)
Increase (decrease) in net assets derived from capital share transactions	(102,214,685)	189,696,030
Net increase (decrease) in net assets	82,219,547	(204,707,655)
Net Assets
Beginning of year	833,727,775	1,038,435,430
End of year	$ 915,947,322	$ 833,727,775

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 21.32	$ 34.39	$ 28.28	$ 26.83	$ 25.23
Net investment income (loss) (a)	0.21	0.25	0.21	0.28	0.38
Net realized and unrealized gain (loss)	5.00	(7.58)	7.77	3.68	5.74
Total from investment operations	5.21	(7.33)	7.98	3.96	6.12
Less distributions:
From net investment income	(0.23)	(0.19)	(0.29)	(0.43)	(0.43)
From net realized gain on investments	—	(5.55)	(1.58)	(2.08)	(4.09)
Total distributions	(0.23)	(5.74)	(1.87)	(2.51)	(4.52)
Net asset value at end of year	$ 26.30	$ 21.32	$ 34.39	$ 28.28	$ 26.83
Total investment return (b)	24.58%	(20.68)%	28.78%	15.55%	26.21%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.90%	0.90%	0.65%	1.09%	1.37%
Net expenses (c)	0.56%	0.57%	0.58%	0.58%	0.58%
Portfolio turnover rate	28%	21%	26%	143%	119%
Net assets at end of year (in 000's)	$ 670,328	$ 607,323	$ 732,245	$ 497,644	$ 543,355

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 20.91	$ 33.85	$ 27.87	$ 26.47	$ 24.94
Net investment income (loss) (a)	0.15	0.18	0.13	0.21	0.31
Net realized and unrealized gain (loss)	4.91	(7.46)	7.65	3.62	5.67
Total from investment operations	5.06	(7.28)	7.78	3.83	5.98
Less distributions:
From net investment income	(0.17)	(0.11)	(0.22)	(0.35)	(0.36)
From net realized gain on investments	—	(5.55)	(1.58)	(2.08)	(4.09)
Total distributions	(0.17)	(5.66)	(1.80)	(2.43)	(4.45)
Net asset value at end of year	$ 25.80	$ 20.91	$ 33.85	$ 27.87	$ 26.47
Total investment return (b)	24.27%	(20.87)%	28.46%	15.26%	25.89%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.66%	0.65%	0.40%	0.83%	1.12%
Net expenses (c)	0.81%	0.82%	0.83%	0.83%	0.83%
Portfolio turnover rate	28%	21%	26%	143%	119%
Net assets at end of year (in 000's)	$ 245,619	$ 226,405	$ 306,191	$ 270,170	$ 268,992

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Wellington U.S. Equity Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Wellington U.S. Equity Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	January 23, 1984
Service Class	June 5, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term growth of capital.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

17

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates

 

18 MainStay VP Wellington U.S. Equity Portfolio

the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes

of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in exchange-traded funds ("ETFs") and mutual funds, which are subject to management fees and other fees that may cause the costs of investing in ETFs and mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of ETFs and mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the

19

Notes to Financial Statements (continued)

term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(H) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor.  New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. Wellington Management Company LLP ("Wellington" or the "Subadvisor"), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and Wellington, New York Life Investments pays for the services of the Subadvisor.

Effective May 1, 2023, pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.55% up to $500 million; 0.525% from $500 million to $1 billion; 0.50% from $1 billion to $3 billion; and 0.49% in excess of $3 billion. During the year ended December 31, 2023, the effective management fee rate was 0.54% of the Portfolio's average daily net assets.

Prior to May 1, 2023, the Fund paid the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.55% up to $500 million; 0.525% from $500 million to $1 billion; and 0.50% in excess of $1 billion.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $4,719,504 and paid the Subadvisor fees in the amount of $2,053,452.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$724,758,000	$210,878,907	$(19,253,847)	$191,625,060

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$7,318,375	$(11,008,930)	$—	$191,625,060	$187,934,505

 

20 MainStay VP Wellington U.S. Equity Portfolio

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $11,008,930, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$11,009	$—

The Portfolio utilized $12,154,818 of capital loss carryforwards during the year ended December 31, 2023.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$7,739,973	$100,243,996
Long-Term Capital Gains	—	75,412,662
Total	$7,739,973	$175,656,658

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or

different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $238,497 and $330,933, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	1,098,980	$ 25,462,776
Shares issued to shareholders in reinvestment of distributions	253,757	6,075,145
Shares redeemed	(4,354,600)	(103,158,247)
Net increase (decrease)	(3,001,863)	$ (71,620,326)
Year ended December 31, 2022:
Shares sold	4,126,421	$ 120,131,397
Shares issued to shareholders in reinvestment of distributions	6,200,906	127,232,665
Shares redeemed	(3,129,082)	(89,333,654)
Net increase (decrease)	7,198,245	$ 158,030,408

21

Notes to Financial Statements (continued)

Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	744,785	$ 17,238,221
Shares issued to shareholders in reinvestment of distributions	70,860	1,664,828
Shares redeemed	(2,122,516)	(49,497,408)
Net increase (decrease)	(1,306,871)	$ (30,594,359)
Year ended December 31, 2022:
Shares sold	709,385	$ 19,566,892
Shares issued to shareholders in reinvestment of distributions	2,404,906	48,423,993
Shares redeemed	(1,332,405)	(36,325,263)
Net increase (decrease)	1,781,886	$ 31,665,622

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

22 MainStay VP Wellington U.S. Equity Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Wellington U.S. Equity Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Wellington U.S. Equity Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agent, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

23

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Wellington U.S. Equity Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Wellington Management Company LLP (“WMC”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and WMC in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and WMC in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or WMC that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, WMC personnel.  In addition, the Board took into account other information provided by New York Life Investments throughout the year,

including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and WMC; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and WMC; (iii) the costs of the services provided, and profits realized, by New York Life Investments and WMC with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and WMC.  The Board’s

 

24 MainStay VP Wellington U.S. Equity Portfolio

decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and WMC resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments and WMC

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by WMC, evaluating the performance of WMC, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of WMC and ongoing analysis of, and interactions with, WMC with respect to, among other things, the Portfolio’s investment performance and risks as well as WMC’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii)

compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that WMC provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated WMC’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and WMC’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at WMC.  The Board considered New York Life Investments’ and WMC’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and WMC and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered WMC’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and WMC regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of WMC and the members of the Board’s Investment Committee, which generally occur on an annual basis.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and WMC

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of WMC’s relationship with the Portfolio, the Board considered information from New York Life Investments that WMC’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of WMC’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and WMC, and profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’ and WMC’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life

Investments and WMC and acknowledged that New York Life Investments and WMC must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and WMC to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and WMC and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to WMC from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to WMC in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between WMC and its affiliates and New York Life Investments and its affiliates and considered the existence of a strategic partnership between New York Life Investments and WMC that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and

 

26 MainStay VP Wellington U.S. Equity Portfolio

insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to WMC and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to WMC, the Board considered that any profits realized by WMC due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and WMC, acknowledging that any such profits are based on the subadvisory fee paid to WMC by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to WMC is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and WMC on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment

companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

27

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

28 MainStay VP Wellington U.S. Equity Portfolio

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

29

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

30 MainStay VP Wellington U.S. Equity Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

31

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

32 MainStay VP Wellington U.S. Equity Portfolio

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015874 MSVPCS11-02/24

(NYLIAC) NI511

MainStay VP Small Cap Growth Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	11
Financial Statements	15
Notes to Financial Statements	19
Report of Independent Registered Public Accounting Firm	25
Board Consideration and Approval of Management Agreement and Subadvisory Agreements	26
Proxy Voting Policies and Procedures and Proxy Voting Record	31
Shareholder Reports and Quarterly Portfolio Disclosure	31
Board of Trustees and Officers	32

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	2/17/2012	15.51%	10.57%	7.53%	0.85%
Service Class Shares	2/17/2012	15.22	10.29	7.26	1.10

1.	The Portfolio replaced its subadvisor and modified its principal investment strategies as of May 1, 2020. Therefore, the performance information shown in this report prior to May 1, 2020 reflects the Portfolio’s prior subadvisor and its principal investment strategies.
2.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
Russell 2000® Growth Index1	18.66%	9.22%	7.16%
Morningstar Small Growth Category Average2	16.68	10.99	8.09

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Russell 2000® Growth Index is the Portfolio’s primary benchmark. The Russell 2000® Growth Index is a broad-based benchmark that measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000® Index companies with higher price-to-book ratios and higher forecasted growth values.
2.	The Morningstar Small Growth Category Average is representative of funds that focus on faster-growing companies whose shares are at the lower end of the market-capitalization range. These funds tend to favor companies in up-and-coming industries or young firms in their early growth stages. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Small Cap Growth Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,035.10	$4.31	$1,020.97	$4.28	0.84%
Service Class Shares	$1,000.00	$1,033.80	$5.59	$1,019.71	$5.55	1.09%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Small Cap Growth Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Software	10.4%
Health Care Providers & Services	7.1
Commercial Services & Supplies	6.2
Semiconductors & Semiconductor Equipment	6.1
Biotechnology	5.9
Health Care Equipment & Supplies	5.8
Capital Markets	3.7
Chemicals	3.7
Building Products	3.6
Energy Equipment & Services	2.9
Hotels, Restaurants & Leisure	2.9
Diversified Consumer Services	2.8
Life Sciences Tools & Services	2.6
Aerospace & Defense	2.6
Industrial REITs	2.3
Machinery	2.3
Electronic Equipment, Instruments & Components	1.8
Construction & Engineering	1.7
IT Services	1.6
Insurance	1.6
Professional Services	1.5
Trading Companies & Distributors	1.4
Oil, Gas & Consumable Fuels	1.4
Banks	1.3

Interactive Media & Services	1.2%
Consumer Staples Distribution & Retail	1.1
Food Products	1.0
Exchange–Traded Fund	1.0
Health Care Technology	0.9
Ground Transportation	0.9
Household Durables	0.8
Media	0.8
Financial Services	0.8
Diversified Telecommunication Services	0.7
Personal Care Products	0.7
Electrical Equipment	0.7
Specialty Retail	0.6
Entertainment	0.5
Communications Equipment	0.5
Metals & Mining	0.4
Real Estate Management & Development	0.3
Leisure Products	0.2
Automobile Components	0.1
Pharmaceuticals	0.1
Short–Term Investments	6.1
Other Assets, Less Liabilities	–2.6
	100.0%

See Portfolio of Investments beginning on page 11 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Bright Horizons Family Solutions, Inc.
2.	Workiva, Inc.
3.	Waste Connections, Inc.
4.	Churchill Downs, Inc.
5.	BlackLine, Inc.

6.	Casella Waste Systems, Inc., Class A
7.	Houlihan Lokey, Inc.
8.	SiteOne Landscape Supply, Inc.
9.	AZEK Co., Inc. (The)
10.	Inari Medical, Inc.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of Brian C. Fitzsimons, CFA, and Mitch S. Begun, CFA, of Segall Bryant & Hamill, LLC (“SBH”), one of the Portfolio’s Subadvisors, and Christopher A. Berrier and George Sakellaris, CFA, of Brown Advisory LLC (“Brown Advisory”), the Portfolio’s other Subadvisor.

How did MainStay VP Small Cap Growth Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Small Cap Growth Portfolio returned 15.51% for Initial Class shares and 15.22% for Service Class shares. Over the same period, both share classes underperformed the 18.66% return of the Russell 2000^® Growth Index (the “Index”), which is the Portfolio’s benchmark, and the 16.68% return of the Morningstar Small Growth Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

SBH

The portion of the Portfolio subadvised by SBH outperformed the Index during the reporting period, primarily due to asset allocation, although this was partly offset by the negative impact of unfavorable stock selection. Given strong equity returns, the Portfolio’s cash allocation was a headwind to relative performance.

Brown Advisory

During the reporting period, the portion of the Portfolio subadvised by Brown Advisory underperformed the Index, with most of the underperformance occurring during the December market rally when strong asset inflows drove lower-capitalization and lower-quality stocks sharply higher. Our investment strategy has tended to lag during vigorous risk-on rallies, especially those driven by inflows and led by gains in lower quality stocks. However, these vertical rallies have tended to be short lived, and the returns of the Portfolio’s companies have tended to catch up over time.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

SBH

Relative to the Index, the sectors that made the strongest positive contributions to the performance of the portion of the Portfolio subadvised by SBH included financials, industrials and energy. (Contributions take weightings and total returns into account.) Conversely, the health care, information technology and consumer staples sectors detracted most from relative performance. All sectors produced positive returns during the reporting period.

Brown Advisory

The sectors making the strongest contributions to the relative performance of the portion of the Portfolio subadvised by Brown Advisory were communication services, and materials, followed by real estate and utilities—which had equally positive contributions. Within each of these sectors, favorable stock selection generated most of the strong positive performance relative to the Index, with the exception of utilities, where lack of exposure proved beneficial.

The three weakest contributing sectors included industrials, information technology and financials. The equity buying binge prompted by anticipated rate cuts powered cyclical areas higher. The Portfolio’s underweight exposure to heavily cyclical (and/or higher beta²) issues across the industrials and information technology sectors was responsible for the weak relative performance.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

SBH

The three strongest performing holdings in the portion of the Portfolio subadvised by SBH included semiconductor equipment company Onto Innovation, trucking company Saia and construction component manufacturer Simpson Manufacturing. Onto Innovation’s financial results demonstrated continuing resilience versus the company’s peers, with strong cash flow generation. The stock also benefited from its inspection tool wins used in artificial intelligence (“AI”) chip manufacturing. Saia outperformed—despite a slowdown in overall industry volumes—executing well on its internal initiatives to drive sustained growth, including improved service pricing and further network expansion. Additionally, competitor Yellow announced it was filing for bankruptcy, which tightened supply/demand dynamics and provided incremental market share opportunities for Saia. Simpson continued to see margin expansion from strong volume growth, coupled with declining raw material (steel) costs. Despite the prevailing high-rate environment and concerns over a weaker residential construction market, Simpson continued to outgrow the market and execute on internal operating improvements. All three of these stocks remained in the Portfolio as of the end of 2023, although all three were also trimmed during the year following strong performance.

Other noteworthy positive contributors to absolute performance included private market investment solutions provider Hamilton Lane and mechanical and electrical contracting services company Comfort Systems USA. Hamilton Lane continued to gain market share with additional distribution partnerships for its private

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

2. Beta is a measure of volatility in relation to the market as a whole. A beta higher than 1 indicates that a security or portfolio will tend to exhibit higher volatility than the market. A beta lower than 1 indicates that a security or portfolio will tend to exhibit lower volatility than the market.

8 MainStay VP Small Cap Growth Portfolio

wealth platform, along with further strength in customized separate accounts and specialized funds. Comfort Systems continued to experience strong demand for its heating, ventilation, air conditioning and electrical services, leading to improved volumes and profitability. Expansion in the company’s backlog, highlighting broad-based strength in demand, provided improved visibility for 2024. Both positions remained in the Portfolio at year-end; however, we trimmed the Portfolio’s exposure to Comfort Systems in the fourth quarter.

The stocks that detracted most from absolute performance included neurovascular disease medical device manufacturer Silk Road Medical, biologics manufacturer Avid Bioservices, and energy services provider and renewables asset developer Ameresco. Silk Road Medical struggled from disruptions in its sales organization that negatively impacted growth. The company also faced increased competitive headwinds from alternative procedures, leading to a more uncertain demand outlook, and ultimately resulting in our decision to sell the Portfolio’s position. Avid Bioservices underperformed due to the more challenging financing environment and more conservative spending decisions by its biopharmaceutical customer base, and we exited the Portfolio’s position. Ameresco suffered from project-specific issues caused by supply-chain delays and permitting bottlenecks that were further exacerbated by unplanned downtime due to labor availability and unfavorable weather. Despite concerns that a higher interest rate environment could impact its development pipeline, we continued to maintain the Portfolio’s position, as Ameresco's backlog of both energy projects and energy assets continued to grow.

Other noteworthy detractors from total returns included diagnostic imaging and nuclear medicine products company Lantheus Holdings, and maker of premium suspensions for automobiles and bicycles Fox Factory Holding. Concerns over competitive pressures on Lantheus’ prostate cancer imaging products, combined with a disappointing outcome on its novel prostate cancer treatment study, led to the stock’s underperformance. The Portfolio continued to hold a position in Lantheus. Fox Factory reported disappointing third quarter 2023 results and issued underwhelming guidance regarding its core segments. In addition, the company’s sizeable acquisition of Marucci Sports, a leading provider of baseball-related products, raised concerns regarding management’s focus on the company’s core business and growth prospects. Accordingly, the Portfolio exited the position.

Brown Advisory

The three strongest performing holdings in the portion of the Portfolio subadvised by Brown Advisory included childcare and educational services provider Bright Horizons Family Solutions, genetic and molecular testing services provider NeoGenomics, and microelectronics materials manufacturer Entegris. Bright Horizons shares gained ground as the company overcame pandemic-related difficulties with staffing and inflation, leading to

improved results and a more positive outlook. NeoGenomics reported strong third quarter 2023 results, with better-than-expected revenue growth, and profitability driven by continued share gains and operating cost leverage. Furthermore, management spoke to accelerating margin expansion in 2024. Entegris shares rose based on improved financial results as the company shed non-core businesses to pay down debt.

The positions that detracted most from absolute performance included women’s health company Establishment Labs Holdings, business process management and outsourcing company Genpact and multi-line industrial company Valmont Industries. Establishment Labs experienced a product approval delay in China and a degradation in market demand, particularly in Europe, which forced channel inventory to correct. Our original investment thesis hinged on U.S. product approval, which we believe is a likely 2024 event. Genpact shares suffered as a result of fears that advancements in generative AI would harm the company’s long-term growth. While we had sold a significant portion of the  Portfolio’s position at attractive prices, the subsequent share price decline proved to be a drag on overall results. Shares in Valmont Industries declined on faltering demand in agricultural markets and lack of uptake in certain new products.

Did the Portfolio make any significant purchases or sales during the reporting period?

SBH

Significant new purchases during the reporting period included positions in pharmaceutical company Alkermes and logistics software provider The Descartes Systems Group. We believe that Alkermes has an attractive growth opportunity with its oral treatment for adults with schizophrenia or bipolar disorder, along with a pipeline of other promising therapies in development. Descartes has a strong competitive moat with its global logistics network and highly recurring cash flow, and it is benefiting from the digitization and automation of supply chains globally.

Significant sales included positions in equipment marketplace RB Global and government outsourced services player Maximus. We sold the Portfolio’s position in RB Global over concerns regarding management turnover, increased leverage and integration risk related to the company’s large acquisition of IAA, a leading provider of salvage vehicle auctions. Maximus shares rebounded after many of its government services programs ramped up; however, we exited the position over concerns that growth may prove more challenging going forward.

Brown Advisory

Although turnover remained low, our opportunistic approach led to a high degree of productivity as we added 14 new positions to the portion of the Portfolio subadvised by Brown Advisory, largely related to several historical and 2023 merger-and-acquisition-driven exits. Although we strive to size all the Portfolio’s new

9

investments to within their targeted range as soon as possible, many of these 14 remain below our ultimate intended weight, primarily as a result of market gyrations.

Significant purchases during the reporting period included positions in travel identification services company Clear Secure, aerospace and defense equipment maker Curtiss-Wright, and financial software provider CCC Intelligent Solutions Holdings. Clear Secure provides identity, age verification and other services that remove friction in travel for customers and partners. We see a long runway for growth from low single-digit penetration of their core markets, along with other ancillary opportunities. Despite growing at elevated levels, the company manages to generate free cash flow, providing a constructive long-term valuation framework. We believe Curtiss-Wright’s expanded and expanding portfolio of products should drive premium growth and margins relative to peers, possibly leading to multiple expansion. CCC sells the leading suite of software used by auto insurers and repair shops to estimate claims costs. Over 80% of the company’s revenue comes from very sticky subscriptions, and increasingly management is monetizing its strategic position in the ecosystem by facilitating greater automation. In our opinion, this could lead to consistent 7–10% organic top-line growth from cross/up sales and power up to 50-100 basis points of margin expansion per year. (A basis point is one one-hundredth of a percentage point.)

Significant sales included positions in online travel company MakeMyTrip Limited, global payment processor EVO Payments and specialty retailer Leslie’s. MakeMyTrip shares performed well on a relative basis due to strong pent-up travel demand. We sold the Portfolio’s position based on concerns that recent positive trends may not persist in the face of ongoing competitive pressures. EVO Payments was eliminated from the Portfolio when the company was acquired. Leslie’s reported disappointing results, prompting us to question management’s execution and raising the possibility of a meaningful industry change. As a result, we sold the Portfolio’s position.

How did the Portfolio’s sector weightings change during the reporting period?

SBH

The portion of the Portfolio subadvised by SBH saw its largest sector increases relative to the Index in the energy and financials sectors. The most significant decreases relative to the Index occurred in information technology and consumer discretionary. Changes in relative weightings were a function of stock-specific considerations.

Brown Advisory

Relative to the Index, the portion of the Portfolio subadvised by Brown Advisory further increased the magnitude of its overweight exposure to the communication services sector, partly due to solid individual stock performance. The Portfolio’s financials sector weighting also increased, reducing the scale of its underweight relative to the Index. Conversely, the Portfolio’s weighting in the consumer discretionary sector decreased relative to the Index. We expect the Portfolio to maintain underweight exposure to the consumer discretionary sector for the foreseeable future, given our cautious view of the consumer’s ability to continue to spend at recent, historically high levels. Exposure to information technology also decreased relative to the Index, although the Portfolio’s absolute weight in the sector increased off its lows with the addition of new holdings.

How was the Portfolio positioned at the end of the reporting period?

SBH

As of December 31, 2023, the portion of the Portfolio subadvised by SBH held overweight exposure, relative to the Index, primarily in the financials and industrials sectors, and underweight exposure primarily in consumer discretionary and consumer staples.

Brown Advisory

As of December 31, 2023, the portion of the Portfolio subadvised by Brown Advisory held overweight positions relative to the Index in the health care, communication services and industrials sector. As of the same date, the Portfolio held underweight exposure to the consumer discretionary, information technology and utilities sectors. The Portfolio continues to have no exposure to the utilities sector. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

10 MainStay VP Small Cap Growth Portfolio

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 95.5%
Aerospace & Defense 2.6%
Curtiss-Wright Corp.	10,970	$   2,444,006
Hexcel Corp.	56,917	4,197,629
Kratos Defense & Security Solutions, Inc. (a)	112,005	2,272,582
Woodward, Inc.	18,708	2,546,720
		11,460,937
Automobile Components 0.1%
XPEL, Inc. (a)	8,922	480,450
Banks 1.3%
Prosperity Bancshares, Inc.	81,224	5,501,302
Biotechnology 5.9%
Alkermes plc (a)	124,066	3,441,591
Ascendis Pharma A/S, ADR (a)	14,341	1,806,249
Blueprint Medicines Corp. (a)	60,974	5,624,242
Karuna Therapeutics, Inc. (a)	10,609	3,357,854
Natera, Inc. (a)	45,819	2,870,102
Neurocrine Biosciences, Inc. (a)	34,464	4,540,977
Vaxcyte, Inc. (a)	51,262	3,219,254
Xencor, Inc. (a)	50,132	1,064,302
		25,924,571
Building Products 3.6%
AAON, Inc.	31,066	2,294,845
AZEK Co., Inc. (The) (a)	151,206	5,783,629
Simpson Manufacturing Co., Inc.	15,617	3,091,854
Trex Co., Inc. (a)	26,377	2,183,752
Zurn Elkay Water Solutions Corp.	92,490	2,720,131
		16,074,211
Capital Markets 3.7%
Evercore, Inc., Class A	11,857	2,028,140
Hamilton Lane, Inc., Class A	44,840	5,086,650
Houlihan Lokey, Inc.	52,538	6,299,832
StepStone Group, Inc., Class A	90,244	2,872,466
		16,287,088
Chemicals 3.7%
Avient Corp.	57,520	2,391,106
HB Fuller Co.	52,851	4,302,600
Innospec, Inc.	27,766	3,421,882
Livent Corp. (a)(b)	114,616	2,060,796
Quaker Chemical Corp.	18,906	4,034,918
		16,211,302

	Shares	Value
Commercial Services & Supplies 6.2%
Casella Waste Systems, Inc., Class A (a)	73,749	$   6,302,590
Montrose Environmental Group, Inc. (a)	59,379	1,907,847
MSA Safety, Inc.	20,734	3,500,521
Rentokil Initial plc, Sponsored ADR	99,666	2,851,444
Tetra Tech, Inc.	33,876	5,654,921
Waste Connections, Inc.	48,759	7,278,256
		27,495,579
Communications Equipment 0.5%
Infinera Corp. (a)(b)	435,476	2,068,511
Construction & Engineering 1.7%
Ameresco, Inc., Class A (a)(b)	50,047	1,584,988
Comfort Systems USA, Inc.	16,661	3,426,668
Valmont Industries, Inc.	10,762	2,513,035
		7,524,691
Consumer Staples Distribution & Retail 1.1%
Casey's General Stores, Inc.	18,263	5,017,577
Diversified Consumer Services 2.8%
Bright Horizons Family Solutions, Inc. (a)	93,873	8,846,591
Mister Car Wash, Inc. (a)(b)	416,115	3,595,234
		12,441,825
Diversified Telecommunication Services 0.7%
Cogent Communications Holdings, Inc.	42,328	3,219,468
Electrical Equipment 0.7%
Atkore, Inc. (a)	19,181	3,068,960
Electronic Equipment, Instruments & Components 1.8%
Littelfuse, Inc.	10,262	2,745,701
Novanta, Inc. (a)	31,564	5,315,693
		8,061,394
Energy Equipment & Services 2.9%
Cactus, Inc., Class A	107,108	4,862,703
ChampionX Corp.	144,236	4,213,133
TechnipFMC plc	189,683	3,820,216
		12,896,052
Entertainment 0.5%
Take-Two Interactive Software, Inc. (a)	14,357	2,310,759
Financial Services 0.8%
WEX, Inc. (a)	17,650	3,433,808

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Food Products 1.0%
Simply Good Foods Co. (The) (a)	115,429	$   4,570,988
Ground Transportation 0.9%
Knight-Swift Transportation Holdings, Inc.	16,955	977,456
Saia, Inc. (a)	6,834	2,994,795
		3,972,251
Health Care Equipment & Supplies 5.8%
CONMED Corp.	24,868	2,723,295
Establishment Labs Holdings, Inc. (a)(b)	76,353	1,976,779
Glaukos Corp. (a)	28,207	2,242,174
Globus Medical, Inc., Class A (a)	35,338	1,883,162
Inari Medical, Inc. (a)	87,591	5,686,408
Integra LifeSciences Holdings Corp. (a)	40,337	1,756,676
Lantheus Holdings, Inc. (a)	41,252	2,557,624
OrthoPediatrics Corp. (a)	52,493	1,706,547
SI-BONE, Inc. (a)	131,917	2,768,938
TransMedics Group, Inc. (a)	29,963	2,364,980
		25,666,583
Health Care Providers & Services 7.1%
Accolade, Inc. (a)	188,512	2,264,029
Addus HomeCare Corp. (a)	33,546	3,114,746
agilon health, Inc. (a)	134,770	1,691,363
Alignment Healthcare, Inc. (a)	116,860	1,006,165
Encompass Health Corp.	55,278	3,688,148
Ensign Group, Inc. (The)	42,025	4,715,625
HealthEquity, Inc. (a)	51,672	3,425,854
LifeStance Health Group, Inc. (a)(b)	147,974	1,158,636
NeoGenomics, Inc. (a)	290,298	4,697,022
Option Care Health, Inc. (a)	95,264	3,209,444
Surgery Partners, Inc. (a)(b)	81,544	2,608,593
		31,579,625
Health Care Technology 0.9%
Definitive Healthcare Corp. (a)	122,760	1,220,234
Phreesia, Inc. (a)	123,979	2,870,114
		4,090,348
Hotels, Restaurants & Leisure 2.9%
Choice Hotels International, Inc. (b)	5,047	571,825
Churchill Downs, Inc.	48,642	6,563,265
First Watch Restaurant Group, Inc. (a)	38,169	767,197
Shake Shack, Inc., Class A (a)	23,603	1,749,454
Texas Roadhouse, Inc.	24,646	3,012,481
		12,664,222

	Shares	Value
Household Durables 0.8%
TopBuild Corp. (a)	7,073	$   2,647,141
Vizio Holding Corp., Class A (a)	130,650	1,006,005
		3,653,146
Industrial REITs 2.3%
Americold Realty Trust, Inc.	87,533	2,649,624
EastGroup Properties, Inc.	20,248	3,716,318
Terreno Realty Corp.	61,680	3,865,485
		10,231,427
Insurance 1.6%
Goosehead Insurance, Inc., Class A (a)	26,831	2,033,790
Kinsale Capital Group, Inc.	7,810	2,615,647
Selective Insurance Group, Inc.	24,348	2,422,139
		7,071,576
Interactive Media & Services 1.2%
Pinterest, Inc., Class A (a)	140,074	5,188,341
IT Services 1.6%
Endava plc, Sponsored ADR (a)	47,421	3,691,725
Globant SA (a)	14,682	3,494,022
		7,185,747
Leisure Products 0.2%
Clarus Corp. (b)	151,928	1,047,544
Life Sciences Tools & Services 2.6%
Azenta, Inc. (a)	34,477	2,245,832
Bio-Techne Corp.	22,876	1,765,112
Bruker Corp.	52,583	3,863,799
Medpace Holdings, Inc. (a)	12,465	3,820,896
		11,695,639
Machinery 2.3%
Enpro, Inc.	5,613	879,782
IDEX Corp.	5,529	1,200,401
John Bean Technologies Corp.	52,772	5,248,176
Mueller Water Products, Inc., Class A	106,813	1,538,107
SPX Technologies, Inc. (a)	10,912	1,102,221
		9,968,687
Media 0.8%
New York Times Co. (The), Class A	74,352	3,642,504
Metals & Mining 0.4%
Materion Corp.	13,267	1,726,435

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Small Cap Growth Portfolio

	Shares	Value
Common Stocks (continued)
Oil, Gas & Consumable Fuels 1.4%
Matador Resources Co.	63,057	$   3,585,421
Range Resources Corp.	77,550	2,360,622
		5,946,043
Personal Care Products 0.7%
BellRing Brands, Inc. (a)	56,862	3,151,861
Pharmaceuticals 0.1%
Arvinas, Inc. (a)	8,788	361,714
Professional Services 1.5%
CBIZ, Inc. (a)	40,763	2,551,356
FTI Consulting, Inc. (a)	16,182	3,222,645
Genpact Ltd.	29,752	1,032,692
		6,806,693
Real Estate Management & Development 0.3%
DigitalBridge Group, Inc.	76,031	1,333,584
Semiconductors & Semiconductor Equipment 6.1%
Credo Technology Group Holding Ltd. (a)	116,143	2,261,304
Entegris, Inc.	35,971	4,310,045
Lattice Semiconductor Corp. (a)	23,757	1,638,995
MACOM Technology Solutions Holdings, Inc. (a)	33,896	3,150,633
Onto Innovation, Inc. (a)	22,775	3,482,298
PDF Solutions, Inc. (a)	39,250	1,261,495
Power Integrations, Inc.	59,950	4,922,495
Rambus, Inc. (a)	42,904	2,928,198
SiTime Corp. (a)	24,090	2,940,907
		26,896,370
Software 10.4%
Bentley Systems, Inc., Class B	33,728	1,759,927
BlackLine, Inc. (a)	101,570	6,342,031
Box, Inc., Class A (a)	124,733	3,194,412
CCC Intelligent Solutions Holdings, Inc. (a)	318,447	3,627,111
Clear Secure, Inc., Class A	100,983	2,085,299
Clearwater Analytics Holdings, Inc., Class A (a)	90,856	1,819,846
Descartes Systems Group, Inc. (The) (a)	42,637	3,584,066
Dynatrace, Inc. (a)	72,438	3,961,634
Envestnet, Inc. (a)	34,307	1,698,883
Guidewire Software, Inc. (a)	17,807	1,941,675
Procore Technologies, Inc. (a)	19,040	1,317,949
PROS Holdings, Inc. (a)	86,753	3,365,149

	Shares	Value
Software (continued)
Sprout Social, Inc., Class A (a)(b)	58,371	$   3,586,314
Workiva, Inc. (a)	77,937	7,912,944
		46,197,240
Specialty Retail 0.6%
Boot Barn Holdings, Inc. (a)	36,147	2,774,644
Trading Companies & Distributors 1.4%
SiteOne Landscape Supply, Inc. (a)	37,243	6,051,987
Total Common Stocks (Cost $366,992,268)		422,953,684
Exchange-Traded Fund 1.0%
SPDR S&P Biotech ETF (b)	51,897	4,633,883
Total Exchange-Traded Fund (Cost $4,186,124)		4,633,883
Short-Term Investments 6.1%
Affiliated Investment Company 3.8%
MainStay U.S. Government Liquidity Fund, 5.235% (c)	16,935,730	16,935,730
Unaffiliated Investment Companies 2.3%
BlackRock Liquidity FedFund, 5.374% (c)(d)	1,933,262	1,933,262
Dreyfus Treasury Obligations Cash Management Fund, 5.40% (c)(d)	3,396,734	3,396,734
Fidelity Government Portfolio, 5.358% (c)(d)	1,002,660	1,002,660
Invesco Government & Agency Portfolio, 5.361% (c)(d)	3,545,371	3,545,371
		9,878,027
Total Short-Term Investments (Cost $26,813,757)		26,813,757
Total Investments (Cost $397,992,149)	102.6%	454,401,324
Other Assets, Less Liabilities	(2.6)	(11,548,287)
Net Assets	100.0%	$ 442,853,037

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $15,814,638; the total market value of collateral held by the Portfolio was $16,689,470. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $6,811,443. The Portfolio received cash collateral with a value of $9,878,027. (See Note 2(G))
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 23,456	$ 128,436	$ (134,956)	$ —	$ —	$ 16,936	$ 1,020	$ —	16,936

Abbreviation(s):

ADR—American Depositary Receipt

ETF—Exchange-Traded Fund

REIT—Real Estate Investment Trust

SPDR—Standard & Poor’s Depositary Receipt

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 422,953,684	$ —	$ —	$ 422,953,684
Exchange-Traded Fund	4,633,883	—	—	4,633,883
Short-Term Investments
Affiliated Investment Company	16,935,730	—	—	16,935,730
Unaffiliated Investment Companies	9,878,027	—	—	9,878,027
Total Short-Term Investments	26,813,757	—	—	26,813,757
Total Investments in Securities	$ 454,401,324	$ —	$ —	$ 454,401,324

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Small Cap Growth Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $381,056,419) including securities on loan of $15,814,638	$437,465,594
Investment in affiliated investment companies, at value (identified cost $16,935,730)	16,935,730
Receivables:
Dividends	282,990
Portfolio shares sold	117,303
Securities lending	4,835
Other assets	2,625
Total assets	454,809,077
Liabilities
Cash collateral received for securities on loan	9,878,027
Payables:
Investment securities purchased	1,491,274
Manager (See Note 3)	297,676
Portfolio shares redeemed	221,010
Professional fees	28,385
NYLIFE Distributors (See Note 3)	28,080
Custodian	10,194
Shareholder communication	986
Accrued expenses	408
Total liabilities	11,956,040
Net assets	$442,853,037
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 41,801
Additional paid-in-capital	389,495,226
	389,537,027
Total distributable earnings (loss)	53,316,010
Net assets	$442,853,037

Initial Class
Net assets applicable to outstanding shares	$308,539,665
Shares of beneficial interest outstanding	28,625,221
Net asset value per share outstanding	$ 10.78
Service Class
Net assets applicable to outstanding shares	$134,313,372
Shares of beneficial interest outstanding	13,175,395
Net asset value per share outstanding	$ 10.19

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $29,091)	$ 2,015,071
Dividends-affiliated	1,020,361
Securities lending, net	113,681
Total income	3,149,113
Expenses
Manager (See Note 3)	3,502,425
Distribution/Service—Service Class (See Note 3)	310,590
Professional fees	82,902
Custodian	24,479
Trustees	11,199
Shareholder communication	6,877
Miscellaneous	7,953
Total expenses	3,946,425
Net investment income (loss)	(797,312)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on unaffiliated investments	(1,715,872)
Net change in unrealized appreciation (depreciation) on unaffiliated investments	65,684,810
Net realized and unrealized gain (loss)	63,968,938
Net increase (decrease) in net assets resulting from operations	$63,171,626

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Small Cap Growth Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ (797,312)	$ (2,042,122)
Net realized gain (loss)	(1,715,872)	964,390
Net change in unrealized appreciation (depreciation)	65,684,810	(151,607,563)
Net increase (decrease) in net assets resulting from operations	63,171,626	(152,685,295)
Distributions to shareholders:
Initial Class	(1,034,891)	(82,864,939)
Service Class	(486,364)	(32,444,804)
Total distributions to shareholders	(1,521,255)	(115,309,743)
Capital share transactions:
Net proceeds from sales of shares	43,230,420	85,439,744
Net asset value of shares issued to shareholders in reinvestment of distributions	1,521,255	115,309,743
Cost of shares redeemed	(100,715,035)	(64,467,524)
Increase (decrease) in net assets derived from capital share transactions	(55,963,360)	136,281,963
Net increase (decrease) in net assets	5,687,011	(131,713,075)
Net Assets
Beginning of year	437,166,026	568,879,101
End of year	$ 442,853,037	$ 437,166,026

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 9.37	$ 17.53	$ 18.16	$ 13.31	$ 12.20
Net investment income (loss) (a)	(0.01)	(0.05)	(0.11)	(0.06)	(0.06)
Net realized and unrealized gain (loss)	1.46	(4.74)	1.98	5.36	2.96
Total from investment operations	1.45	(4.79)	1.87	5.30	2.90
Less distributions:
From net realized gain on investments	(0.04)	(3.37)	(2.50)	(0.45)	(1.79)
Net asset value at end of year	$ 10.78	$ 9.37	$ 17.53	$ 18.16	$ 13.31
Total investment return (b)	15.51%	(26.49)%	10.31%	40.48%	25.59%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	(0.11)%	(0.37)%	(0.56)%	(0.41)%	(0.41)%
Net expenses (c)	0.84%	0.85%	0.84%(d)	0.85%(d)	0.85%
Portfolio turnover rate	26%	39%	32%	101%	46%
Net assets at end of year (in 000's)	$ 308,540	$ 320,091	$ 395,321	$ 422,200	$ 332,474

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(d)	Expense waiver/reimbursement less than 0.01%.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 8.88	$ 16.91	$ 17.64	$ 12.97	$ 11.96
Net investment income (loss) (a)	(0.03)	(0.08)	(0.15)	(0.09)	(0.09)
Net realized and unrealized gain (loss)	1.38	(4.58)	1.92	5.21	2.89
Total from investment operations	1.35	(4.66)	1.77	5.12	2.80
Less distributions:
From net realized gain on investments	(0.04)	(3.37)	(2.50)	(0.45)	(1.79)
Net asset value at end of year	$ 10.19	$ 8.88	$ 16.91	$ 17.64	$ 12.97
Total investment return (b)	15.22%	(26.67)%	10.03%	40.13%	25.28%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	(0.36)%	(0.63)%	(0.81)%	(0.66)%	(0.65)%
Net expenses (c)	1.09%	1.10%	1.09%(d)	1.10%(d)	1.10%
Portfolio turnover rate	26%	39%	32%	101%	46%
Net assets at end of year (in 000's)	$ 134,313	$ 117,075	$ 173,558	$ 154,543	$ 125,306

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(d)	Expense waiver/reimbursement less than 0.01%.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP Small Cap Growth Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Small Cap Growth Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	February 17, 2012
Service Class	February 17, 2012

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term capital appreciation.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

19

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Exchange-traded funds  (“ETFs”) are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in

 

20 MainStay VP Small Cap Growth Portfolio

60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign

tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in ETFs and mutual funds, which are subject to management fees and other fees that may cause the costs of investing in ETFs and mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of ETFs and mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash

21

Notes to Financial Statements (continued)

collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(H) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisors. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio’s Manager pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. The Portfolio's subadvisors are Segall Bryant & Hamill, LLC ("SBH" or a "Subadvisor") and Brown Advisory LLC ("Brown Advisory" or a "Subadvisor", and together, with SBH, the "subadvisors'), the Portfolio's subadvisors. SBH, a registered investment adviser, serves as a Subadvisor to the Portfolio, pursuant to the terms of a Subadvisory Agreement between New York Life Investments and SBH. Brown Advisory, a registered investment adviser, serves as a Subadvisor to the Portfolio, pursuant to the terms of a Subadvisory Agreement between New York Life Investments and Brown Advisory. Each Subadvisor is responsible for managing a portion of the Portfolio’s assets, as designated by the Manager from time to time. New York Life Investments pays for the services of the Subadvisors.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.81% up to $1 billion; and 0.785% in excess of

$1 billion. During the year ended December 31, 2023, the effective management fee rate was 0.81% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $3,502,425 and paid SBH and Brown Advisory fees of $865,468 and $904,754, respectively.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$398,972,262	$76,770,005	$(21,340,943)	$55,429,062

 

22 MainStay VP Small Cap Growth Portfolio

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$—	$(2,156,677)	$43,625	$55,429,062	$53,316,010

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

The following table discloses the current year reclassifications between total distributable earnings (loss) and additional paid-in capital arising from permanent differences; net assets as of December 31, 2023 were not affected.

Total Distributable Earnings (Loss)	Additional Paid-In Capital
$667,078	$(667,078)

The reclassifications for the Portfolio are primarily due to net operating losses.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $2,156,677, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$1,849	$307

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$ —	$ 42,583,224
Long-Term Capital Gains	1,521,255	72,726,519
Total	$1,521,255	$115,309,743

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $105,415 and $153,381, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

23

Notes to Financial Statements (continued)

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,438,021	$ 23,880,849
Shares issued to shareholders in reinvestment of distributions	108,664	1,034,891
Shares redeemed	(8,091,566)	(80,734,142)
Net increase (decrease)	(5,544,881)	$ (55,818,402)
Year ended December 31, 2022:
Shares sold	5,141,939	$ 68,272,969
Shares issued to shareholders in reinvestment of distributions	9,244,708	82,864,939
Shares redeemed	(2,767,030)	(36,485,974)
Net increase (decrease)	11,619,617	$114,651,934
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,040,248	$ 19,349,571
Shares issued to shareholders in reinvestment of distributions	53,966	486,364
Shares redeemed	(2,097,356)	(19,980,893)
Net increase (decrease)	(3,142)	$ (144,958)
Year ended December 31, 2022:
Shares sold	1,328,818	$ 17,166,775
Shares issued to shareholders in reinvestment of distributions	3,814,702	32,444,804
Shares redeemed	(2,227,095)	(27,981,550)
Net increase (decrease)	2,916,425	$ 21,630,029

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

24 MainStay VP Small Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Small Cap Growth Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Small Cap Growth Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreements (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Small Cap Growth Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreements between New York Life Investments and each of Segall Bryant & Hamill, LLC (“Segall”) and Brown Advisory LLC (“Brown Advisory”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”). At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments, Segall and Brown Advisory in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments, Segall and Brown Advisory in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below. Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses. The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments, Segall and/or Brown Advisory that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients. In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements. The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board. The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually,

Segall and Brown Advisory personnel. In addition, the Board took into account other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements. In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment. Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments, Segall and Brown Advisory; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments, Segall and Brown Advisory; (iii) the costs of the services provided, and profits realized, by New York Life Investments, Segall and Brown Advisory with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses. Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS. Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations. The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio. With

 

26 MainStay VP Small Cap Growth Portfolio

respect to the Subadvisory Agreements, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreements.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments, Segall and Brown Advisory. The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments, Segall and Brown Advisory resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience. In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments, Segall and Brown Advisory

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio. The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure. The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by Segall and Brown Advisory, evaluating the performance of Segall and Brown Advisory, making recommendations to the Board as to whether the Subadvisory Agreements should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions. The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors. The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio. The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of Segall and Brown Advisory and ongoing analysis of, and interactions with, Segall and Brown Advisory with respect to, among

other things, the Portfolio’s investment performance and risks as well as Segall’s and Brown Advisory’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel. In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer. The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that Segall and Brown Advisory provide to the Portfolio and considered the terms of each of the Advisory Agreements. The Board evaluated Segall’s and Brown Advisory’s experience and performance in serving as subadvisors to the Portfolio and advising other portfolios and Segall’s and Brown Advisory’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at Segall and Brown Advisory. The Board considered New York Life Investments’, Segall’s and Brown Advisory’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history. In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments, Segall and Brown Advisory and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio. The Board also considered Segall’s and Brown Advisory’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio. In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments, Segall and Brown Advisory regarding their respective business continuity and disaster recovery plans.

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreements (Unaudited) (continued)

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks. The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year. These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions. The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds. In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of Segall and Brown Advisory and the members of the Board’s Investment Committee, which generally occur on an annual basis.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments, Segall and Brown Advisory

The Board considered the costs of the services provided under each of the Advisory Agreements. The Board also considered the profitability of New York Life Investments and its affiliates and Segall and Brown Advisory due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds. With respect to the profitability of Segall’s and Brown Advisory’s relationships with the Portfolio, the Board considered information from New York Life Investments that Segall’s and Brown Advisory’s subadvisory fees reflected an arm’s-length negotiation and that these fees are paid by New York Life Investments, not the Portfolio, and the relevance of Segall’s and Brown Advisory’s profitability was considered by the Trustees in that context. On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by

numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments, Segall and Brown Advisory, and profitability of New York Life Investments and its affiliates, Segall and Brown Advisory due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’, Segall’s and Brown Advisory’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fees for the Portfolio. The Board also considered the financial resources of New York Life Investments, Segall and Brown Advisory and acknowledged that New York Life Investments, Segall and Brown Advisory must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments, Segall and Brown Advisory to continue to provide high-quality services to the Portfolio. The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board. The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable. The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, Segall and Brown Advisory and their affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits. The Board recognized, for example, the benefits to Segall and Brown Advisory from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to Segall and Brown Advisory in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities. In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between Segall and Brown Advisory and its affiliates and New York Life Investments and its affiliates that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreements. In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for

 

28 MainStay VP Small Cap Growth Portfolio

and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio. In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts. The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates. The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to Segall and Brown Advisory and its affiliates are consistent with those expected for a subadvisor to a mutual fund. With respect to Segall and Brown Advisory, the Board considered that any profits realized by Segall and Brown Advisory due to their relationships with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and each of Segall and Brown Advisory, acknowledging that any such profits are based on the subadvisory fees paid to Segall and Brown Advisory by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses. With respect to the management fee and subadvisory fees, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fees paid to Segall and Brown Advisory are paid by New York

Life Investments, not the Portfolio. The Board also considered the reasonableness of the subadvisory fees paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers. The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes. In addition, the Board considered information provided by New York Life Investments, Segall and Brown Advisory on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any. The Board considered the contractual management fee schedules for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules. The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients. Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses. The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders. The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds. Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio. The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments. The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

29

Board Consideration and Approval of Management Agreement and Subadvisory Agreements (Unaudited) (continued)

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

30 MainStay VP Small Cap Growth Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

31

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

32 MainStay VP Small Cap Growth Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

34 MainStay VP Small Cap Growth Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

35

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015523 MSVPESCG11-02/24

(NYLIAC) NI515

MainStay VP PineStone International Equity Portfolio

(formerly known as MainStay VP MacKay International Equity Portfolio)
 

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	11
Financial Statements	14
Notes to Financial Statements	18
Report of Independent Registered Public Accounting Firm	25
Board Consideration and Approval of Management Agreement	26
Proxy Voting Policies and Procedures and Proxy Voting Record	30
Shareholder Reports and Quarterly Portfolio Disclosure	30
Board of Trustees and Officers	31

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	5/1/1995	4.27%	5.36%	4.11%	0.86%
Service Class Shares	6/5/2003	4.01	5.10	3.85	1.11

1.	Effective August 28, 2023, the Portfolio replaced its subadvisor, changed its investment objective and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio's prior subadvisor and principal investment strategies.
2.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
MSCI EAFE® Index (Net)1	18.24%	8.16%	4.28%
MSCI ACWI® ex USA Index (Net)2	15.62	7.08	3.83
Morningstar Foreign Large Growth Category Average3	16.18	8.42	5.02

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Portfolio has selected the MSCI EAFE® Index (Net) as a replacement for the MSCI ACWI® (All Country World Index) ex USA Index (Net) because it believes that the MSCI EAFE® Index (Net) is more reflective of its principal investment strategies. The MSCI EAFE® Index (Net) is the Portfolio's primary benchmark. The MSCI EAFE® Index (Net) consists of international stocks representing the developed world outside of North America.
2.	Prior to August 28, 2023, the MSCI ACWI® (All Country World Index) ex USA Index (Net) was the Portfolio's primary benchmark. The MSCI ACWI® ex USA Index (Net) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the U.S.
3.	The Morningstar Foreign Large Growth Category Average is representative of funds that focus on high-priced growth stocks, mainly outside of the United States. Most of these funds divide their assets among a dozen or more developed markets, including Japan, Britain, France, and Germany. These funds primarily invest in stocks that have market caps in the top 70% of each economically integrated market and will have less than 20% of assets invested in U.S. stocks. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP PineStone International Equity Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$986.90	$4.51	$1,020.67	$4.58	0.90%
Service Class Shares	$1,000.00	$985.60	$5.76	$1,019.41	$5.85	1.15%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP PineStone International Equity Portfolio

Country Composition as of December 31, 2023 (Unaudited)

United Kingdom	25.0%
France	16.2
United States	12.7
Switzerland	10.9
Japan	7.2
Denmark	6.7
Taiwan	5.8
Germany	4.4

Netherlands	3.6%
Canada	3.2
India	2.2
Australia	2.0
Other Assets, Less Liabilities	0.1
	100.0%

See Portfolio of Investments beginning on page 11 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Novo Nordisk A/S, Class B
2.	Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR
3.	Nestle SA (Registered)
4.	London Stock Exchange Group plc
5.	LVMH Moet Hennessy Louis Vuitton SE

6.	InterContinental Hotels Group plc
7.	Air Liquide SA
8.	EssilorLuxottica SA
9.	L'Oreal SA
10.	ASML Holding NV

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of Carlos Garcia-Tunon, CFA, Ian Murdoch, CFA, and Lawrence Rosenberg, CFA, of MacKay Shields LLC, the Portfolio’s former Subadvisor, and Nadim Rizk, CFA, and Andrew Chan of PineStone Asset Management Inc. (“PineStone”), the Portfolio’s current Subadvisor.

How did MainStay VP PineStone International Equity Portfolio perform relative to its benchmarks and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP PineStone International Equity Portfolio returned 4.27% for Initial Class shares and 4.01% for Service Class shares. Over the same period, both share classes underperformed the 18.24% return of the MSCI EAFE^® Index (Net), which is the Portfolio’s primary benchmark, and the 15.62% return of the MSCI® ACWI ex USA Index (Net), which is the Portfolio's former primary benchmark. For the 12 months ended December 31, 2023, both share classes also underperformed the 16.18% return of the Morningstar Foreign Large Growth Category Average.¹

Were there any changes to the Portfolio during the reporting period?

At a meeting held on May 2, 2023, the Board of Trustees of MainStay VP Funds Trust considered and approved, among other related proposals: (i) appointing PineStone Asset Management Inc. as the Portfolio’s subadvisor, and the related subadvisory agreement; (ii) changing the Portfolio’s name and reducing its management fee; (iii) changing the Portfolio’s investment objective; (iv) changing the Portfolio’s primary benchmark; and (v) modifying the Portfolio's principal investment strategies and investment process. For more information on these and other changes refer to the supplement dated May 9, 2023.

Effective August 28, 2023, the MainStay VP MacKay International Equity Portfolio was renamed the MainStay VP PineStone International Equity Portfolio and the other changes relating to that change also took place.

In the process of implementing the new principal investment strategies and investment process, the Portfolio may have experienced a high level of portfolio turnover. Also, during this transition period, the Portfolio may not have been pursuing its investment objective or may not have been managed consistent with its investment strategies as stated in the Prospectus. This may have impacted the Portfolio’s performance.

During the reporting period, were there any market events that materially impacted the Portfolio’s performance or liquidity?

MacKay Shields
The market events that likely impacted the Portfolio’s performance most during the time MacKay Shields managed the Portfolio included the stickiness of inflationary pressures and the sharp rise in interest rates that followed. These trends put cost pressures on many companies, raised borrowing costs and impacted the

valuations of many securities—especially the type of long-duration growth equities in which the Portfolio invests.

PineStone
There were no market events impacting performance or liquidity during the period that PineStone managed the Portfolio.

What factors affected the Portfolio’s relative performance during the reporting period?

MacKay Shields
During the time MacKay Shields managed the Portfolio, observed through a multi-factor attribution lens, negative contributions from stock selection primarily drove the Portfolio’s underperformance relative to the MSCI ACWI^® ex USA Index (Net)—which was the Portfolio’s primary benchmark during the time MacKay managed the Portfolio—followed by a negative effect from country allocation. (Contributions take weightings and total returns into account.) Positive contributions from industry and currency allocation partly offset these negative effects.

PineStone
During the time PineStone managed the Portfolio, security selection largely drove underperformance relative to the MSCI EAFE^® Index (Net).

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

MacKay Shields
During the time MacKay Shields managed the Portfolio, the strongest positive contributions to performance relative to the MSCI ACWI^® ex USA Index (Net) came from the health care and communication services sectors. During the same period, the industrials, materials and consumer discretionary sectors provided the weakest contributions to relative performance.

PineStone
During the time PineStone managed the Portfolio, the strongest positive contributions to performance relative to the MSCI EAFE^® Index (Net) came from the industrials, health care and energy sectors. Not owning any positions in the lagging energy sector contributed positively as well. During the same period, the consumer staples, materials and financials sectors were the most significant detractors from relative performance.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

MacKay Shields
During the time MacKay Shields managed the Portfolio, the top

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP PineStone International Equity Portfolio

contributors to the Portfolio's absolute performance included positions in Irish clinical research outsourcer ICON, Swiss contract development and manufacturing organization Lonza, and Dutch payment solutions provider Adyen. Shares in ICON and Lonza benefited from both companies’ strong financial results, validating the relative resilience of their business models against a challenging economic backdrop. Adyen shares outperformed after investor sentiment regarding certain high-growth stocks appeared to trough, leading to a period of multiple expansion.

The most significant detractors from absolute performance during the same period were French customer relationship management services firm Teleperformance, French pharmaceutical and laboratory equipment supplier Sartorius Stedim Biotech, and Japanese outsourced corporate benefits provider Benefit One. Teleperformance shares suffered a loss of investor confidence following news of labor complaints in the company’s Colombia operation, as well as concerns about the potential impact of artificial intelligence (“AI”) on its business model. Sartorius Stedim Biotech and Benefit One shares underperformed due to the companies’ disappointing financial results or reductions to near-term financial guidance from management.

PineStone
During the time PineStone managed the Portfolio, the leading contributors to the Portfolio’s absolute performance included positions in the UK-based leading hospitality company InterContinental Hotels Group, Denmark-based pharmaceutical giant Novo Nordisk, and the UK-based financials and data business, London Stock Exchange Group (LSEG). Shares in InterContinental benefited from the company’s strong financial results and increased occupancy across its hotels globally. The company continues to focus on new builds, converting existing hotel brands and its loyalty program, among other items. Shares in Novo Nordisk benefited from mainstream adoption of the company’s obesity/weight-loss and diabetes drugs. Studies revealed that Novo Nordisk’s weight loss drugs may materially reduce patients’ risks of cardiovascular disease. London Stock Exchange shares benefited from increased market appreciation for the company’s integration of Refinitiv, a financial market data and infrastructure provider acquired by LSEG in 2021. Additionally, with what we believe are strong assets across data, trade execution and other areas, the business was seen as well positioned to offer increasingly more value-added services to clients.

The most significant detractors from absolute performance during the same period were UK-based alcohol manufacturer Diageo, Swiss multinational food and drink conglomerate Nestlé, and the French luxury goods giant LVMH. Diageo shares underperformed following concerns of North American companies destocking inventories and a negative revision to the outlook for the company’s Latin America segment. Nestlé shares underperformed after the company’s financial results fell short of fairly bullish

expectations set by management earlier in 2023. Additionally, IT integration challenges impacted the company’s North American health sciences business. LVMH shares underperformed slightly as the company’s financial results missed lofty expectations. Management cited a slight slowdown in U.S. spending, with aspirational customer demand lower than in prior reporting periods.

Did the Portfolio make any significant purchases or sales during the reporting period?

MacKay Shields
During the time MacKay Shields managed the Portfolio, the most notable purchases included a new position in Spanish travel transaction processor Amadeus IT Group, and additional exposure to French 3D product design software company Dassault Systèmes. The Portfolio’s largest sales during the same period included the full sale of a position in Dutch nutrition, health and beauty solutions provider DSM-Firmenich.

PineStone
During the time PineStone managed the Portfolio, we did not fully exit nor initiate any positions. We did, however, trim the Portfolio’s existing position in Novo Nordisk, described above.

How did the Portfolio’s sector weightings change during the reporting period?

MacKay Shields
During the time MacKay Shields managed the Portfolio, the largest increases in sector exposures relative to the MSCI ACWI^® ex USA Index (Net) occurred in the financials and consumer discretionary sectors. Conversely, the most significant decreases in sector exposure were in materials and industrials. However, note that changes to the Global Industry Classification Standard (GICS^®) sector structure in March 2023 meaningfully affected these sector weighting changes.

PineStone
During the time PineStone managed the Portfolio, the largest increases in sector exposures relative to the MSCI EAFE^® Index (Net) occurred in the industrials and consumer discretionary sectors. Conversely, the most significant decreases in relative sector exposure were in the consumer staples and health care sectors. Sector allocations are residual of our bottom-up stock selection process.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held its largest overweight positions relative to the MSCI EAFE^® Index (Net) in the information technology, consumer discretionary and industrials sectors. As of the same date, the Portfolio held its most significantly

9

underweight exposures to the financials, energy and consumer discretionary sectors. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

10 MainStay VP PineStone International Equity Portfolio

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.9%
Australia 2.0%
Commonwealth Bank of Australia (Banks)	125,309	$   9,546,805
Canada 3.2%
Canadian National Railway Co. (Ground Transportation)	120,218	15,102,987
Denmark 6.7%
Novo Nordisk A/S, Class B (Pharmaceuticals)	303,530	31,379,196
France 16.2%
Air Liquide SA (Chemicals)	96,276	18,718,719
EssilorLuxottica SA (Health Care Equipment & Supplies)	91,153	18,274,109
L'Oreal SA (Personal Care Products)	36,367	18,092,403
LVMH Moet Hennessy Louis Vuitton SE (Textiles, Apparel & Luxury Goods)	26,341	21,332,462
		76,417,693
Germany 4.4%
Rational AG (Machinery)	8,974	6,929,840
SAP SE (Software)	90,885	13,994,376
		20,924,216
India 2.2%
HDFC Bank Ltd., ADR (Banks)	151,606	10,174,279
Japan 7.2%
Keyence Corp. (Electronic Equipment, Instruments & Components)	38,400	16,917,787
Shimano, Inc. (Leisure Products)	62,200	9,632,177
Unicharm Corp. (Household Products)	205,600	7,433,680
		33,983,644
Netherlands 3.6%
ASML Holding NV (Semiconductors & Semiconductor Equipment)	22,601	17,008,670
Switzerland 10.9%
Alcon, Inc. (Health Care Equipment & Supplies)	155,838	12,162,423
Cie Financiere Richemont SA (Registered) (Textiles, Apparel & Luxury Goods)	107,443	14,786,906
Geberit AG (Registered) (Building Products)	18,541	11,882,289
Schindler Holding AG (Machinery)	50,442	12,612,749
		51,444,367
Taiwan 5.8%
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR (Semiconductors & Semiconductor Equipment)	264,833	27,542,632

	Shares	Value
United Kingdom 25.0%
Ashtead Group plc (Trading Companies & Distributors)	147,563	$  10,273,540
Bunzl plc (Trading Companies & Distributors)	242,774	9,871,515
Diageo plc (Beverages)	422,462	15,379,308
Howden Joinery Group plc (Trading Companies & Distributors)	1,151,005	11,936,558
InterContinental Hotels Group plc (Hotels, Restaurants & Leisure)	221,166	19,987,365
Intertek Group plc (Professional Services)	164,116	8,882,227
London Stock Exchange Group plc (Capital Markets)	200,637	23,717,509
Spirax-Sarco Engineering plc (Machinery)	73,514	9,843,670
Unilever plc (Personal Care Products)	161,874	7,836,924
		117,728,616
United States 12.7%
Aon plc, Class A (Insurance)	28,932	8,419,791
Nestle SA (Registered) (Food Products)	230,586	26,733,774
Roche Holding AG (Pharmaceuticals)	28,084	8,164,245
S&P Global, Inc. (Capital Markets)	37,929	16,708,483
		60,026,293
Total Common Stocks (Cost $441,020,297)		471,279,398
Short-Term Investment 0.0% ‡
Affiliated Investment Company 0.0%  ‡
United States 0.0%  ‡
MainStay U.S. Government Liquidity Fund, 5.235% (a)	83,001	83,001
Total Short-Term Investment (Cost $83,001)		83,001
Total Investments (Cost $441,103,298)	99.9%	471,362,399
Other Assets, Less Liabilities	0.1	586,576
Net Assets	100.0%	$ 471,948,975

†	Percentages indicated are based on Portfolio net assets.
^	Industry and country classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	Current yield as of December 31, 2023.

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 872	$ 188,098	$ (188,887)	$ —	$ —	$ 83	$ 129	$ —	83

Abbreviation(s):

ADR—American Depositary Receipt

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 471,279,398	$ —	$ —	$ 471,279,398
Short-Term Investment
Affiliated Investment Company	83,001	—	—	83,001
Total Investments in Securities	$ 471,362,399	$ —	$ —	$ 471,362,399

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP PineStone International Equity Portfolio

Industry Diversification

	Value	Percent †^
Banks	$ 19,721,084	4.2%
Beverages	15,379,308	3.3
Building Products	11,882,289	2.5
Capital Markets	40,425,992	8.6
Chemicals	18,718,719	4.0
Electronic Equipment, Instruments & Components	16,917,787	3.6
Food Products	26,733,774	5.7
Ground Transportation	15,102,987	3.2
Health Care Equipment & Supplies	30,436,532	6.4
Hotels, Restaurants & Leisure	19,987,365	4.2
Household Products	7,433,680	1.6
Insurance	8,419,791	1.8
Leisure Products	9,632,177	2.0
Machinery	29,386,259	6.2
Personal Care Products	25,929,327	5.5
Pharmaceuticals	39,543,441	8.4
Professional Services	8,882,227	1.9
Semiconductors & Semiconductor Equipment	44,551,302	9.4
Software	13,994,376	3.0
Textiles, Apparel & Luxury Goods	36,119,368	7.6
Trading Companies & Distributors	32,081,613	6.8
	471,279,398	99.9
Short-Term Investment	83,001	0.0‡
Other Assets, Less Liabilities	586,576	0.1
Net Assets	$471,948,975	100.0%

† Percentages indicated are based on Portfolio net assets.

^	Industry and country classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $441,020,297)	$471,279,398
Investment in affiliated investment companies, at value (identified cost $83,001)	83,001
Cash denominated in foreign currencies (identified cost $503,630)	520,566
Receivables:
Dividends	854,445
Portfolio shares sold	32,924
Other assets	2,681
Total assets	472,773,015
Liabilities
Due to custodian	93
Payables:
Portfolio shares redeemed	386,458
Manager (See Note 3)	313,101
NYLIFE Distributors (See Note 3)	47,329
Professional fees	46,400
Custodian	28,189
Shareholder communication	1,621
Accrued expenses	849
Total liabilities	824,040
Net assets	$471,948,975
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 44,390
Additional paid-in-capital	553,606,906
	553,651,296
Total distributable earnings (loss)	(81,702,321)
Net assets	$471,948,975

Initial Class
Net assets applicable to outstanding shares	$244,913,570
Shares of beneficial interest outstanding	22,829,421
Net asset value per share outstanding	$ 10.73
Service Class
Net assets applicable to outstanding shares	$227,035,405
Shares of beneficial interest outstanding	21,560,568
Net asset value per share outstanding	$ 10.53

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP PineStone International Equity Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $637,396)	$ 7,069,830
Dividends-affiliated	128,910
Securities lending, net	13,015
Total income	7,211,755
Expenses
Manager (See Note 3)	3,945,900
Distribution/Service—Service Class (See Note 3)	568,429
Professional fees	163,999
Custodian	75,866
Trustees	11,741
Shareholder communication	7,994
Miscellaneous	12,673
Total expenses	4,786,602
Net investment income (loss)	2,425,153
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions(a)	(40,369,908)
Foreign currency transactions	(13,743)
Net realized gain (loss)	(40,383,651)
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments(b)	57,978,479
Translation of other assets and liabilities in foreign currencies	92,000
Net change in unrealized appreciation (depreciation)	58,070,479
Net realized and unrealized gain (loss)	17,686,828
Net increase (decrease) in net assets resulting from operations	$ 20,111,981

(a)	Realized gain (loss) on security transactions recorded net of foreign capital gains tax in the amount of $(400,126).
(b)	Net change in unrealized appreciation (depreciation) on investments recorded net of foreign capital gains tax in the amount of $301,599.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 2,425,153	$ (31,905)
Net realized gain (loss)	(40,383,651)	(71,744,140)
Net change in unrealized appreciation (depreciation)	58,070,479	(85,428,146)
Net increase (decrease) in net assets resulting from operations	20,111,981	(157,204,191)
Distributions to shareholders:
Initial Class	—	(42,204,462)
Service Class	—	(47,989,156)
Total distributions to shareholders	—	(90,193,618)
Capital share transactions:
Net proceeds from sales of shares	114,523,839	56,783,387
Net asset value of shares issued to shareholders in reinvestment of distributions	—	90,193,618
Cost of shares redeemed	(104,097,981)	(46,049,495)
Increase (decrease) in net assets derived from capital share transactions	10,425,858	100,927,510
Net increase (decrease) in net assets	30,537,839	(146,470,299)
Net Assets
Beginning of year	441,411,136	587,881,435
End of year	$ 471,948,975	$ 441,411,136

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP PineStone International Equity Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 10.29	$ 17.98	$ 18.43	$ 16.21	$ 14.99
Net investment income (loss) (a)	0.07	0.02	0.07	0.03	0.12
Net realized and unrealized gain (loss)	0.37	(5.06)	2.12	3.24	3.31
Total from investment operations	0.44	(5.04)	2.19	3.27	3.43
Less distributions:
From net investment income	—	(0.04)	(0.02)	(0.12)	(0.08)
From net realized gain on investments	—	(2.61)	(2.62)	(0.93)	(2.13)
Total distributions	—	(2.65)	(2.64)	(1.05)	(2.21)
Net asset value at end of year	$ 10.73	$ 10.29	$ 17.98	$ 18.43	$ 16.21
Total investment return (b)	4.28%(c)	(26.45)%	12.24%	20.85%	24.80%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.65%	0.12%	0.37%	0.16%	0.74%
Net expenses (d)	0.92%	0.95%	0.93%	0.96%	0.96%
Portfolio turnover rate	155%	102%	86%	135%	66%
Net assets at end of year (in 000's)	$ 244,914	$ 205,666	$ 266,747	$ 245,101	$ 209,278

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 10.12	$ 17.75	$ 18.24	$ 16.06	$ 14.86
Net investment income (loss) (a)	0.04	(0.02)	0.02	(0.01)	0.08
Net realized and unrealized gain (loss)	0.37	(5.00)	2.11	3.20	3.28
Total from investment operations	0.41	(5.02)	2.13	3.19	3.36
Less distributions:
From net investment income	—	—	—	(0.08)	(0.03)
From net realized gain on investments	—	(2.61)	(2.62)	(0.93)	(2.13)
Total distributions	—	(2.61)	(2.62)	(1.01)	(2.16)
Net asset value at end of year	$ 10.53	$ 10.12	$ 17.75	$ 18.24	$ 16.06
Total investment return (b)	4.05%(c)	(26.63)%	11.96%	20.54%	24.49%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.41%	(0.12)%	0.12%	(0.08)%	0.52%
Net expenses (d)	1.17%	1.20%	1.18%	1.21%	1.21%
Portfolio turnover rate	155%	102%	86%	135%	66%
Net assets at end of year (in 000's)	$ 227,035	$ 235,745	$ 321,135	$ 315,244	$ 303,135

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP PineStone International Equity Portfolio (formerly known as MainStay VP MacKay International Equity Portfolio) (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	May 1, 1995
Service Class	June 5, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term growth of capital.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio

prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an

 

18 MainStay VP PineStone International Equity Portfolio

independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash

flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Certain securities held by the Portfolio may principally trade in foreign markets. Events may occur between the time the foreign markets close and the time at which the Portfolio's NAVs are calculated. These events may include, but are not limited to, situations relating to a single issuer in a market sector, significant fluctuations in U.S. or foreign markets, natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. Should the Valuation Designee conclude that such events may have affected the accuracy of the last price of such securities reported on the local foreign market, the Valuation Designee may, pursuant to the Valuation Procedures, adjust the value of the local price to reflect the estimated impact on the price of such securities as a result of such events. In this instance, securities are generally categorized as Level 3 in the hierarchy. Additionally, certain foreign equity securities are also fair valued whenever the movement of a particular index exceeds certain thresholds. In such cases, the securities are fair valued by applying factors provided by a third-party vendor in accordance with the Valuation Procedures and are generally categorized as Level 2 in the hierarchy.

If the principal market of certain foreign equity securities is closed in observance of a local foreign holiday, these securities are valued using the last closing price of regular trading on the relevant exchange and fair valued by applying factors provided by a third-party vendor in accordance

19

Notes to Financial Statements (continued)

with the Valuation Procedures. These securities are generally categorized as Level 2 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to

three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Foreign Taxes. The Portfolio may be subject to foreign taxes on income and other transaction-based taxes imposed by certain countries in which it invests. A portion of the taxes on gains on investments or currency purchases/repatriation may be reclaimable. The Portfolio will accrue such taxes and reclaims as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

The Portfolio may be subject to taxation on realized capital gains, repatriation proceeds and other transaction-based taxes imposed by certain countries in which it invests. The Portfolio will accrue such taxes as applicable based upon its current interpretation of tax rules and regulations that exist in the market in which it invests. Capital gains taxes relating to positions still held are reflected as a liability in the Statement of Assets and Liabilities, as well as an adjustment to the Portfolio's net unrealized appreciation (depreciation). Taxes related to capital gains realized, if any, are reflected as part of net realized gain (loss) in the Statement of Operations. Changes in tax liabilities related to capital gains taxes on unrealized investment gains, if any, are reflected as part of the change in net unrealized appreciation (depreciation) on investments in the Statement of Operations. Transaction-based charges are generally assessed as a percentage of the transaction amount.

(D) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(E) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

 

20 MainStay VP PineStone International Equity Portfolio

(F) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(G) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(H) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(I) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of

the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(J) Foreign Securities Risk. The Portfolio invests in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Portfolio's ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Portfolio's investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

(K) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection

21

Notes to Financial Statements (continued)

with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. The Portfolio's subadvisor changed effective August 28, 2023, due to the replacement of MacKay Shields LLC ("MacKay Shields") as the Portfolio's subadvisor and the appointment of PineStone Asset Management Inc. ("PineStone" or the "Subadvisor") as the Portfolio's subadvisor. PineStone, a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and PineStone, New York Life Investments pays for the services of the Subadvisor.

Effective August 28, 2023, pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of 0.80% of the Portfolio's average daily net assets. Prior to August 28, 2023, pursuant, the Fund paid the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.89% up to $500 million; and 0.85% in excess of $500 million. During the year ended December 31, 2023, the effective management fee rate was 0.86% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $3,945,900 and paid MacKay Shields and PineStone fees in the amount of $1,369,235 and $573,518, respectively.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$441,346,884	$36,862,914	$(6,847,399)	$30,015,515

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$2,011,284	$(113,736,555)	$—	$30,022,950	$(81,702,321)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $113,736,555, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$63,034	$50,703

 

22 MainStay VP PineStone International Equity Portfolio

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$—	$46,066,083
Long-Term Capital Gains	—	44,127,535
Total	$—	$90,193,618

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended

December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $717,011 and $690,647, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	8,777,135	$ 93,252,336
Shares redeemed	(5,936,901)	(64,239,211)
Net increase (decrease)	2,840,234	$ 29,013,125
Year ended December 31, 2022:
Shares sold	1,923,130	$ 26,627,915
Shares issued to shareholders in reinvestment of distributions	4,555,503	42,204,462
Shares redeemed	(1,322,741)	(16,804,815)
Net increase (decrease)	5,155,892	$ 52,027,562
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,128,562	$ 21,271,503
Shares redeemed	(3,852,976)	(39,858,770)
Net increase (decrease)	(1,724,414)	$(18,587,267)
Year ended December 31, 2022:
Shares sold	2,224,777	$ 30,155,472
Shares issued to shareholders in reinvestment of distributions	5,261,219	47,989,156
Shares redeemed	(2,297,584)	(29,244,680)
Net increase (decrease)	5,188,412	$ 48,899,948

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

23

Notes to Financial Statements (continued)

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

24 MainStay VP PineStone International Equity Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP PineStone International Equity Portfolio (formerly known as MainStay VP MacKay International Equity Portfolio)

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP PineStone International Equity Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

25

Board Consideration and Approval of Management Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay PineStone International Equity Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of the Management Agreement for a one-year period.

In reaching the decision to approve the continuation of the Management Agreement, the Board considered information and materials furnished by New York Life Investments in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management fee and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of the Management Agreement.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of the Management Agreement reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments personnel.  In addition, the Board took into account other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio

turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information. 

In considering the continuation of the Management Agreement, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of the Management Agreement are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio and New York Life Investments; (iii) the costs of the services provided, and profits realized, by New York Life Investments with respect to its relationship with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management fee and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments.  The Board’s decision with respect to the Management Agreement may have also been based, in part, on the Board’s knowledge of New York Life Investments resulting from, among other things, the Board’s consideration of the Management Agreement in prior years, the advisory agreements for other funds in the

 

26 MainStay VP PineStone International Equity Portfolio

MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of the Management Agreement during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio. The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that New York Life Investments provides to the Portfolio and considered the terms of the Management Agreement.  The Board evaluated New York Life Investments’ experience and performance in serving as investment adviser to the Portfolio and advising other portfolios and New York Life Investments’ track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at New York Life Investments.  The Board considered New York Life Investments’ overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and acknowledged New York Life Investments’ commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered New York Life Investments’ ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments regarding its business continuity and disaster recovery plans. 

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmarks, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its and the Board’s Investment Committee’s discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods. In considering the investment performance of the

27

Board Consideration and Approval of Management Agreement (Unaudited) (continued)

Portfolio, the Board noted that the Portfolio underperformed its peer funds for the one-, three-, five- and ten-year periods ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments regarding the Portfolio’s investment performance and the Board’s approval of a new subadvisory agreement between New York Life Investments and PineStone Asset Management Inc. with respect to the Portfolio and approval to reposition the Portfolio, effective August 28, 2023.  

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of the Management Agreement.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments

The Board considered the costs of the services provided under the Management Agreement.  The Board also considered the profitability of New York Life Investments and its affiliates due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds. 

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments, and profitability of New York Life Investments and its affiliates due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’ continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio.  The Board also considered the financial resources of New York Life Investments and acknowledged that New York Life Investments must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in

calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive.

Management Fee and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under the Management Agreement and the Portfolio’s total ordinary operating expenses. 

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct

 

28 MainStay VP PineStone International Equity Portfolio

the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of voluntary waivers on the Portfolio’s net management fee and expenses. The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of the Management Agreement.

29

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

30 MainStay VP PineStone International Equity Portfolio

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

31

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

32 MainStay VP PineStone International Equity Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

34 MainStay VP PineStone International Equity Portfolio

MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015577 MSVPIE11-02/24

(NYLIAC) NI523

MainStay VP Winslow Large Cap Growth Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	13
Notes to Financial Statements	17
Report of Independent Registered Public Accounting Firm	23
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	24
Proxy Voting Policies and Procedures and Proxy Voting Record	29
Shareholder Reports and Quarterly Portfolio Disclosure	29
Board of Trustees and Officers	30

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date	One Year	Five Years	Ten Years	Gross Expense Ratio1
Initial Class Shares	5/1/1998	43.05%	17.58%	13.47%	0.75%
Service Class Shares	6/6/2003	42.70	17.29	13.18	1.00

1. The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
Russell 1000® Growth Index1	42.68%	19.50%	14.86%
S&P 500® Index2	26.29	15.69	12.03
Morningstar Large Growth Category Average3	36.74	15.74	12.03

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Russell 1000® Growth Index is the Portfolio's primary benchmark. The Russell 1000® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000® Index companies with higher price-to-book ratios and higher forecasted growth values.
2.	The S&P 500® Index is the Portfolio's secondary benchmark. S&P 500® is a trademark of The McGraw-Hill Companies, Inc. The S&P 500® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance.
3.	The Morningstar Large Growth Category Average is representative of funds that invest primarily in big U.S. companies that are projected to grow faster than other large-cap stocks. Stocks in the top 70% of the capitalization of the U.S. equity market are defined as large cap. Growth is defined based on fast growth and high valuations. Most of these funds focus on companies in rapidly expanding industries. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Winslow Large Cap Growth Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,138.80	$3.99	$1,021.47	$3.77	0.74%
Service Class Shares	$1,000.00	$1,137.40	$5.33	$1,020.21	$5.04	0.99%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Winslow Large Cap Growth Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Software	21.6%
Semiconductors & Semiconductor Equipment	13.2
Interactive Media & Services	9.2
Broadline Retail	6.9
Technology Hardware, Storage & Peripherals	6.4
Health Care Equipment & Supplies	6.3
Hotels, Restaurants & Leisure	5.3
Capital Markets	4.1
Financial Services	4.1
IT Services	2.4
Ground Transportation	2.2
Entertainment	1.9
Health Care Providers & Services	1.8
Biotechnology	1.6

Pharmaceuticals	1.6%
Life Sciences Tools & Services	1.6
Chemicals	1.5
Specialty Retail	1.5
Machinery	1.5
Automobiles	1.4
Consumer Staples Distribution & Retail	1.2
Textiles, Apparel & Luxury Goods	1.2
Energy Equipment & Services	1.0
Short–Term Investment	0.4
Other Assets, Less Liabilities	0.1
	100.0%

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Microsoft Corp.
2.	Amazon.com, Inc.
3.	Apple, Inc.
4.	Alphabet, Inc.
5.	NVIDIA Corp.

6.	Meta Platforms, Inc., Class A
7.	Broadcom, Inc.
8.	Workday, Inc., Class A
9.	ServiceNow, Inc.
10.	Intuitive Surgical, Inc.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views ofportfolio managers Justin H. Kelly, CFA, Patrick M. Burton, CFA, and Peter A. Dlugosch of Winslow Capital Management, LLC, the Portfolio’s Subadvisor.

How did MainStay VP Winslow Large Cap Growth Portfolio perform relative to its benchmarks and peers during the 12 months December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Winslow Large Cap Growth Portfolio returned 43.05% for Initial Class shares and 42.70% for Service Class shares. Over the same period, both share classes outperformed the 42.68% return of the Russell 1000^® Growth Index, which is the Portfolio’s primary benchmark, and the 26.29% return of the S&P 500^® Index, which is a secondary benchmark of the Portfolio. For the 12 months ended December 31, 2023, both share classes also outperformed the 36.74% return of the Morningstar Large Growth Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

The Portfolio outperformed the Russell 1000^® Growth Index largely on the strength of underweight exposure to, and favorable stock selection in, the consumer staples and industrials sectors, along with positive stock selection in the information technology sector. Key detractors included allocations and stock selection in the consumer discretionary and materials sectors, as well as overweight exposure to the health care sector.

Strong relative returns reflected the positive impact of our fundamental analysis throughout 2023, culminating with most Portfolio holdings exceeding earnings expectations for the year’s last reported quarter. The only real earnings miss was Tesla, where the Portfolio held an underweight position in anticipation of a potential shortfall. The Portfolio’s positioning in Tesla exemplified our analysis, which signaled lower correlations and fading performance dominance for the so-called “Magnificent 7” (Apple, Microsoft, Alphabet, Amazon.com, NVIDIA, Meta Platforms and Tesla) late in the reporting period. Although we currently own each of these holdings, we do not view them as monolithic and actively weighted each based on their individual interplay of valuation, growth potential and risks.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

The sectors making the strongest positive contributions to the Portfolio’s performance relative to the Russell 1000^® Growth Index included consumer staples, industrials and information technology. (Contributions take weightings and total returns into account.) In the consumer staples and industrials sectors, underweight allocation and favorable stock selection drove the

Portfolio’s relative outperformance. In information technology, stock selection drove relative outperformance.

The consumer discretionary, health care and materials sectors provided the weakest contributions to the Portfolio’s relative performance. Allocation effect and stock selection produced the underperformance in consumer discretionary and materials, while overweight exposure to health care detracted.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

The leading positive contributors to the Portfolio’s absolute performance during the reporting period included positions in semiconductor maker NVIDIA, productivity software company Microsoft and consumer products company Apple. NVIDIA, the largest contributor to the Portfolio’s absolute performance during the reporting period, reported exceptional earnings as a wide range of customers used the company’s products to leverage generative artificial intelligence (“AI”) in their businesses. Microsoft, the world’s largest software company, delivered strong results as the company benefited from vendor consolidation and its best-in-class product portfolio. Apple, the global leader in smartphones, PC’s, tablets and wearables, was the portfolio’s third strongest absolute contributor, with gains driven by strong operational execution and its significant moat in the smartphone business, which generates more than 50% of the company’s total revenue.

Notable detractors from the Portfolio’s absolute performance during the same period included holdings in health care instrument and supply company Agilent Technologies, health plan provider UnitedHealth Group and agricultural machinery company Deere & Co. We sold the Portfolio’s position in Agilent during the reporting period due to uncertainty regarding estimates for 2024 and beyond, as the breadth and duration of the downturn in demand from key end-markets was difficult to estimate. UnitedHealth Group is both the largest health insurer and the largest provider of health care services in the United States, with services ranging from information technology to outpatient medical treatment. The combination yields a consistent model of high single-digit revenue growth and EPS growth in the low double digits with little macroeconomic sensitivity. Deere, which manufactures agricultural machinery, heavy equipment, forestry machinery, diesel engines, drivetrains used in heavy equipment, and lawn care equipment, was the third most meaningful detractor from the Portfolio’s absolute performance during the

 

1. See page 5 for more information on benchmark and peer group returns.

8 MainStay VP Winslow Large Cap Growth Portfolio

reporting period. We sold the position on concerns that 2023 could be a near-term peak in the agricultural equipment cycle.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio’s largest purchases included shares in global e-commerce company Amazon.com and Microsoft, described above. Amazon was added back to the Portfolio after materially underperforming in 2022 due to slowing Amazon Web Services growth and poor e-commerce forecasting, leading to an overbuild of the company’s fulfillment network. Microsoft remains a core holding in software, with sustainable double-digit growth driven by continued Azure adoption by enterprises as they move their workloads to the cloud and Office 365. We also believe that generative AI will be a major driver for future growth, as Microsoft is able to offer full-stack solutions to its enterprise customers.

Significant sales included the Portfolio’s positions in internet search company Alphabet and tax preparation and small business accounting software company Intuit. Increasing uncertainty related to Alphabet’s failed AI product demo with Bard (in contrast to Microsoft’s successful rollout of AI-enhanced capabilities within search engine Bing) led us to materially trim the Portfolio’s Alphabet holdings early in the reporting period. With regard to Intuit, data points included in the company’s earnings release led to a lowering of our estimates below street consensus, which prompted our sale of the holding.

How did the Portfolio’s sector weightings change during the reporting period?

During the reporting period the Portfolio’s sector weightings relative to the Russell 1000^® Growth Index underwent shifts due to both structural changes within the Portfolio as well as the reconstitution of the Index. In absolute terms, the Portfolio’s exposure to the health care sector decreased significantly, shifting from a significantly overweight position to a mildly overweight position. Similarly, the Portfolio’s absolute exposure to the consumer staples sector declined from a mildly underweight position to a more significantly underweight position.

During the same period, the Portfolio’s largest increase in absolute exposure occurred in the information technology sector, shifting from underweight exposure to a neutral position. The Portfolio’s absolute position in communication services increased as well, also shifting from an underweight position to neutral weight.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, health care and financials represented the Portfolio’s largest overweight position relative to the Russell 1000^® Growth Index. The health care sector was dramatically influenced by highly successful introductions of GLP-1 drugs for diabetes and obesity indications, causing investor exuberance and fear during the reporting period. We believe there are particularly compelling opportunities in medical devices that experienced indiscriminate share price declines related to the success of this new class of drugs. Among financials, the Portfolio’s holdings focus on non-balance sheet financials in digital payments, ratings, and data service providers.

Conversely, the Portfolio held relatively underweight exposure to the consumer staples sector, reflecting our belief that the sector continues to be challenged by declining post-pandemic volumes and three years of higher-than-normal price increases. The industrials sector represents a more mildly underweight position. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.5%
Automobiles 1.4%
Tesla, Inc. (a)	85,790	$    21,317,099
Biotechnology 1.6%
Vertex Pharmaceuticals, Inc. (a)	58,160	23,664,722
Broadline Retail 6.9%
Amazon.com, Inc. (a)	683,950	103,919,363
Capital Markets 4.1%
KKR & Co., Inc.	262,000	21,706,700
Moody's Corp.	43,940	17,161,206
MSCI, Inc.	40,760	23,055,894
		61,923,800
Chemicals 1.5%
Linde plc	57,190	23,488,505
Consumer Staples Distribution & Retail 1.2%
Costco Wholesale Corp.	26,940	17,782,555
Energy Equipment & Services 1.0%
Schlumberger NV	285,400	14,852,216
Entertainment 1.9%
Netflix, Inc. (a)	58,130	28,302,334
Financial Services 4.1%
Mastercard, Inc., Class A	84,840	36,185,108
Visa, Inc., Class A	96,850	25,214,898
		61,400,006
Ground Transportation 2.2%
Uber Technologies, Inc. (a)	237,920	14,648,734
Union Pacific Corp.	77,500	19,035,550
		33,684,284
Health Care Equipment & Supplies 6.3%
Boston Scientific Corp. (a)	325,190	18,799,234
Dexcom, Inc. (a)	146,570	18,187,871
IDEXX Laboratories, Inc. (a)	36,240	20,115,012
Intuitive Surgical, Inc. (a)	114,230	38,536,633
		95,638,750
Health Care Providers & Services 1.8%
UnitedHealth Group, Inc.	50,350	26,507,765

	Shares	Value
Hotels, Restaurants & Leisure 5.3%
Chipotle Mexican Grill, Inc. (a)	15,300	$    34,990,488
Hilton Worldwide Holdings, Inc.	92,280	16,803,265
McDonald's Corp.	63,750	18,902,513
Starbucks Corp.	91,390	8,774,354
		79,470,620
Interactive Media & Services 9.2%
Alphabet, Inc. (a)
Class A	286,410	40,008,613
Class C	251,050	35,380,476
Meta Platforms, Inc., Class A (a)	181,100	64,102,156
		139,491,245
IT Services 2.4%
Accenture plc, Class A	55,950	19,633,415
Snowflake, Inc., Class A (a)	87,560	17,424,440
		37,057,855
Life Sciences Tools & Services 1.6%
Thermo Fisher Scientific, Inc.	44,400	23,567,076
Machinery 1.5%
Parker-Hannifin Corp.	49,600	22,850,720
Pharmaceuticals 1.6%
Eli Lilly & Co.	40,520	23,619,918
Semiconductors & Semiconductor Equipment 13.2%
Analog Devices, Inc.	81,890	16,260,078
ASML Holding NV (Registered)	45,600	34,515,552
Broadcom, Inc.	42,940	47,931,775
Lam Research Corp.	36,410	28,518,497
NVIDIA Corp.	144,190	71,405,772
		198,631,674
Software 21.6%
Atlassian Corp., Class A (a)	73,640	17,516,010
Microsoft Corp.	453,460	170,519,099
Salesforce, Inc. (a)	144,250	37,957,945
ServiceNow, Inc. (a)	56,270	39,754,192
Synopsys, Inc. (a)	39,190	20,179,323
Workday, Inc., Class A (a)	146,620	40,475,917
		326,402,486
Specialty Retail 1.5%
O'Reilly Automotive, Inc. (a)	24,500	23,276,960

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Winslow Large Cap Growth Portfolio

	Shares	Value
Common Stocks (continued)
Technology Hardware, Storage & Peripherals 6.4%
Apple, Inc.	505,450	$    97,314,289
Textiles, Apparel & Luxury Goods 1.2%
Lululemon Athletica, Inc. (a)	34,330	17,552,586
Total Common Stocks (Cost $1,128,816,991)		1,501,716,828
Short-Term Investment 0.4%
Affiliated Investment Company 0.4%
MainStay U.S. Government Liquidity Fund, 5.235% (b)	6,290,754	6,290,754
Total Short-Term Investment (Cost $6,290,754)		6,290,754
Total Investments (Cost $1,135,107,745)	99.9%	1,508,007,582
Other Assets, Less Liabilities	0.1	787,413
Net Assets	100.0%	$ 1,508,794,995

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.
(b)	Current yield as of December 31, 2023.

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 8,117	$ 258,817	$ (260,643)	$ —	$ —	$ 6,291	$ 313	$ —	6,291

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 1,501,716,828	$ —	$ —	$ 1,501,716,828
Short-Term Investment
Affiliated Investment Company	6,290,754	—	—	6,290,754
Total Investments in Securities	$ 1,508,007,582	$ —	$ —	$ 1,508,007,582

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Winslow Large Cap Growth Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $1,128,816,991)	$1,501,716,828
Investment in affiliated investment companies, at value (identified cost $6,290,754)	6,290,754
Receivables:
Investment securities sold	4,507,658
Dividends	538,004
Portfolio shares sold	430,377
Other assets	8,016
Total assets	1,513,491,637
Liabilities
Payables:
Investment securities purchased	2,997,765
Manager (See Note 3)	913,639
Portfolio shares redeemed	493,376
NYLIFE Distributors (See Note 3)	240,094
Professional fees	32,011
Custodian	13,275
Shareholder communication	3,777
Accrued expenses	2,705
Total liabilities	4,696,642
Net assets	$1,508,794,995
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 63,047
Additional paid-in-capital	974,715,483
	974,778,530
Total distributable earnings (loss)	534,016,465
Net assets	$1,508,794,995

Initial Class
Net assets applicable to outstanding shares	$ 364,451,871
Shares of beneficial interest outstanding	13,961,416
Net asset value per share outstanding	$ 26.10
Service Class
Net assets applicable to outstanding shares	$1,144,343,124
Shares of beneficial interest outstanding	49,085,562
Net asset value per share outstanding	$ 23.31

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $54,343)	$ 7,663,207
Dividends-affiliated	313,161
Securities lending, net	886
Total income	7,977,254
Expenses
Manager (See Note 3)	10,065,569
Distribution/Service—Service Class (See Note 3)	2,582,926
Professional fees	125,701
Trustees	35,114
Shareholder communication	31,130
Custodian	30,917
Miscellaneous	43,961
Total expenses before waiver/reimbursement	12,915,318
Expense waiver/reimbursement from Manager (See Note 3)	(29,342)
Net expenses	12,885,976
Net investment income (loss)	(4,908,722)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	169,646,539
Foreign currency transactions	(306)
Net realized gain (loss)	169,646,233
Net change in unrealized appreciation (depreciation) on unaffiliated investments	332,668,480
Net realized and unrealized gain (loss)	502,314,713
Net increase (decrease) in net assets resulting from operations	$497,405,991

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Winslow Large Cap Growth Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ (4,908,722)	$ (3,749,572)
Net realized gain (loss)	169,646,233	55,370,337
Net change in unrealized appreciation (depreciation)	332,668,480	(658,798,432)
Net increase (decrease) in net assets resulting from operations	497,405,991	(607,177,667)
Distributions to shareholders:
Initial Class	(12,502,210)	(88,754,424)
Service Class	(42,877,621)	(263,426,186)
Total distributions to shareholders	(55,379,831)	(352,180,610)
Capital share transactions:
Net proceeds from sales of shares	67,019,422	214,496,273
Net asset value of shares issued to shareholders in reinvestment of distributions	55,379,831	352,180,610
Cost of shares redeemed	(323,071,143)	(282,463,949)
Increase (decrease) in net assets derived from capital share transactions	(200,671,890)	284,212,934
Net increase (decrease) in net assets	241,354,270	(675,145,343)
Net Assets
Beginning of year	1,267,440,725	1,942,586,068
End of year	$1,508,794,995	$1,267,440,725

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 18.95	$ 37.92	$ 32.76	$ 25.51	$ 21.64
Net investment income (loss) (a)	(0.04)	(0.02)	(0.12)	(0.04)	0.00‡
Net realized and unrealized gain (loss)	8.07	(12.18)	8.01	9.36	6.95
Total from investment operations	8.03	(12.20)	7.89	9.32	6.95
Less distributions:
From net realized gain on investments	(0.88)	(6.77)	(2.73)	(2.07)	(3.08)
Net asset value at end of year	$ 26.10	$ 18.95	$ 37.92	$ 32.76	$ 25.51
Total investment return (b)	43.05%	(31.16)%	24.52%	37.16%	33.64%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	(0.17)%	(0.09)%	(0.34)%	(0.16)%	0.01%
Net expenses (c)(d)	0.74%	0.75%	0.74%	0.75%	0.76%
Portfolio turnover rate	82%	75%	62%	54%	56%
Net assets at end of year (in 000's)	$ 364,452	$ 335,309	$ 632,666	$ 534,965	$ 438,089

‡	Less than one cent per share.
(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(d)	Expense waiver/reimbursement less than 0.01%.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 17.04	$ 35.23	$ 30.68	$ 24.05	$ 20.60
Net investment income (loss) (a)	(0.08)	(0.08)	(0.20)	(0.11)	(0.06)
Net realized and unrealized gain (loss)	7.23	(11.34)	7.48	8.81	6.59
Total from investment operations	7.15	(11.42)	7.28	8.70	6.53
Less distributions:
From net realized gain on investments	(0.88)	(6.77)	(2.73)	(2.07)	(3.08)
Net asset value at end of year	$ 23.31	$ 17.04	$ 35.23	$ 30.68	$ 24.05
Total investment return (b)	42.70%	(31.34)%	24.20%	36.81%	33.30%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	(0.42)%	(0.33)%	(0.59)%	(0.41)%	(0.25)%
Net expenses (c)(d)	0.99%	1.00%	0.99%	1.00%	1.01%
Portfolio turnover rate	82%	75%	62%	54%	56%
Net assets at end of year (in 000's)	$ 1,144,343	$ 932,131	$ 1,309,920	$ 1,093,847	$ 825,075

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(d)	Expense waiver/reimbursement less than 0.01%.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Winslow Large Cap Growth Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Winslow Large Cap Growth Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	May 1, 1998
Service Class	June 6, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term growth of capital.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

17

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates

 

18 MainStay VP Winslow Large Cap Growth Portfolio

the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes

of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(H) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities

19

Notes to Financial Statements (continued)

and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(I) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio’s Manager, pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable

to the Portfolio. Winslow Capital Management, LLC. (“Winslow” or the “Subadvisor”), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and Winslow, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.75% up to $500 million; 0.725% from $500 million to $750 million; 0.71% from $750 million to $1 billion; 0.70% from $1 billion to $2 billion; 0.66% from $2 billion to $3 billion; 0.61% from $3 billion to $7 billion; 0.585% from $7 billion to $9 billion; and 0.575% in excess of $9 billion.

New York Life Investments has voluntarily agreed to waive a portion of its management fee when the subadvisory fee is reduced as a result of achieving breakpoints in the subadvisory fee schedule. The savings that result from the reduced subadvisory fee will be shared equally with the Portfolio provided that the amount of the management fee retained by New York Life Investments, after payment of the subadvisory fee, exceeds 0.35% of the average daily net assets of the Portfolio. This waiver may be discontinued at any time.

New York Life Investments has contractually agreed to waive a portion of its management fee so that the management fee does not exceed 0.55% of the Portfolio’s average daily net assets from $11 billion to $13 billion; and 0.525% of the Portfolio’s average daily net assets over $13 billion. This agreement expires May 1, 2024, and may only be amended or terminated prior to that date by action of the Board. During the year ended December 31, 2023, the effective management fee rate was 0.72% (exclusive of any applicable waivers/reimbursements).

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $10,065,569 and waived fees and/or reimbursed expenses in the amount of $29,342 and paid the Subadvisor fees in the amount of $3,746,264.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

 

20 MainStay VP Winslow Large Cap Growth Portfolio

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$1,137,385,449	$371,594,891	$(972,758)	$370,622,133

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$39,141,583	$124,252,749	$—	$370,622,133	$534,016,465

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

The following table discloses the current year reclassifications between total distributable earnings (loss) and additional paid-in capital arising from permanent differences; net assets as of December 31, 2023 were not affected.

Total Distributable Earnings (Loss)	Additional Paid-In Capital
$331,932	$(331,932)

The reclassifications for the Portfolio are primarily due to net operating losses.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$ —	$ 51,907,115
Long-Term Capital Gains	55,379,831	300,273,495
Total	$55,379,831	$352,180,610

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended

21

Notes to Financial Statements (continued)

December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $1,131,307 and $1,391,442, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	471,629	$ 10,182,187
Shares issued to shareholders in reinvestment of distributions	550,050	12,502,210
Shares redeemed	(4,751,218)	(109,156,142)
Net increase (decrease)	(3,729,539)	$ (86,471,745)
Year ended December 31, 2022:
Shares sold	2,106,607	$ 63,629,404
Shares issued to shareholders in reinvestment of distributions	4,944,646	88,754,424
Shares redeemed	(6,044,937)	(171,066,781)
Net increase (decrease)	1,006,316	$ (18,682,953)
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,796,721	$ 56,837,235
Shares issued to shareholders in reinvestment of distributions	2,111,148	42,877,621
Shares redeemed	(10,509,566)	(213,915,001)
Net increase (decrease)	(5,601,697)	$(114,200,145)
Year ended December 31, 2022:
Shares sold	5,856,023	$ 150,866,869
Shares issued to shareholders in reinvestment of distributions	16,310,714	263,426,186
Shares redeemed	(4,663,155)	(111,397,168)
Net increase (decrease)	17,503,582	$ 302,895,887

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies

and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

 

22 MainStay VP Winslow Large Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Winslow Large Cap Growth Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Winslow Large Cap Growth Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agent, and broker; when replies were not received from broker, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

23

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Winslow Large Cap Growth Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Winslow Capital Management, LLC (“Winslow Capital”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and Winslow Capital in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and Winslow Capital in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or Winslow Capital that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, Winslow Capital personnel.  In addition, the Board took into

account other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and Winslow Capital; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and Winslow Capital; (iii) the costs of the services provided, and profits realized, by New York Life Investments and Winslow Capital with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

24 MainStay VP Winslow Large Cap Growth Portfolio

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and Winslow Capital.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and Winslow Capital resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and Winslow Capital

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by Winslow Capital, evaluating the performance of Winslow Capital, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of Winslow Capital and ongoing analysis of, and interactions with, Winslow Capital with respect to, among other things, the Portfolio’s investment performance and risks as well as Winslow Capital’s investment capabilities and subadvisory services with respect to the Portfolio. 

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that Winslow Capital provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated Winslow Capital’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and Winslow Capital’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at Winslow Capital.  The Board considered New York Life Investments’ and Winslow Capital’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and Winslow Capital and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered Winslow Capital’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and Winslow Capital regarding their respective business continuity and disaster recovery plans. 

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmarks, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of Winslow Capital and the members of the Board’s Investment Committee, which generally occur on an annual basis.  

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and Winslow Capital

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and Winslow Capital due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of Winslow Capital’s relationship with the Portfolio, the Board considered information from New York Life Investments that Winslow Capital’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of Winslow Capital’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and Winslow Capital, and profitability of New York Life Investments and its affiliates and Winslow Capital due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’ and Winslow Capital’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and Winslow Capital and acknowledged that New York Life Investments and Winslow Capital must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and Winslow Capital to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and Winslow Capital and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits. The Board recognized, for example, the benefits to Winslow Capital from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to Winslow Capital in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between Winslow Capital and its affiliates and New York Life Investments and its affiliates that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services

 

26 MainStay VP Winslow Large Cap Growth Portfolio

provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to Winslow Capital and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to Winslow Capital, the Board considered that any profits realized by Winslow Capital due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and Winslow Capital, acknowledging that any such profits are based on the subadvisory fee paid to Winslow Capital by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to Winslow Capital is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and Winslow Capital on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.  The Board considered its discussions with representatives from New York Life Investments regarding the management fee paid by the Portfolio. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale 

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

28 MainStay VP Winslow Large Cap Growth Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

29

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

30 MainStay VP Winslow Large Cap Growth Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

31

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

32 MainStay VP Winslow Large Cap Growth Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015530 MSVPLG11-02/24

(NYLIAC) NI525

MainStay VP Wellington Mid Cap Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	14
Notes to Financial Statements	18
Report of Independent Registered Public Accounting Firm	24
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	25
Proxy Voting Policies and Procedures and Proxy Voting Record	30
Shareholder Reports and Quarterly Portfolio Disclosure	30
Board of Trustees and Officers	31

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1, 2	One Year	Five Years	Ten Years	Gross Expense Ratio3
Initial Class Shares	7/2/2001	13.69%	8.20%	6.66%	0.89%
Service Class Shares	6/5/2003	13.41	7.93	6.39	1.14

1.	Effective January 1, 2018, due to an organizational restructuring whereby all investment personnel of Cornerstone Capital Management Holdings LLC, a former subadvisor, transitioned to MacKay Shields LLC.
2.	Effective May 1, 2021, the Portfolio replaced its subadvisor, MacKay Shields LLC, and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio’s prior subadvisors and principal investment strategies.
3.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
Russell Midcap® Index1	17.23%	12.68%	9.42%
S&P MidCap 400® Index2	16.44	12.62	9.27
Morningstar Mid-Cap Blend Category Average3	16.00	11.96	8.28

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Russell Midcap® Index is the Portfolio's primary benchmark. The Russell Midcap® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap® Index is a subset of the Russell 1000® Index and includes approximately 800 of the smallest companies based on a combination of their market cap and current index membership. The Russell Midcap® Index represents approximately 31% of the total market capitalization of the Russell 1000® Index companies.
2.	The Portfolio has selected the S&P MidCap 400® Index as its secondary benchmark. The S&P MidCap 400® Index is a market capitalization-weighted index of common stocks representing the mid-cap U.S. equity market.
3.	The Morningstar Mid-Cap Blend Category Average is representative of funds that invest primarily in U.S. stocks of various sizes and styles, giving it a middle-of-the-road profile. The U.S. mid-cap range for market capitalization typically falls between $1 billion and $8 billion and represents 20% of the total capitalization of the U.S. equity market. The blend style is assigned to funds where neither growth nor value characteristics predominate. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Wellington Mid Cap Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,060.40	$4.47	$1,020.87	$4.38	0.86%
Service Class Shares	$1,000.00	$1,059.10	$5.76	$1,019.61	$5.65	1.11%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Wellington Mid Cap Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Banks	7.2%
Machinery	6.7
Chemicals	5.9
Insurance	5.6
Oil, Gas & Consumable Fuels	5.2
Software	4.3
Professional Services	4.1
Biotechnology	3.9
Financial Services	3.8
Ground Transportation	3.7
Semiconductors & Semiconductor Equipment	3.7
Health Care Equipment & Supplies	3.6
Building Products	3.6
Hotels, Restaurants & Leisure	2.9
Automobile Components	2.8
Specialty Retail	2.5
Containers & Packaging	2.3
Textiles, Apparel & Luxury Goods	2.2
Health Care Providers & Services	2.1
Electronic Equipment, Instruments & Components	2.1
Communications Equipment	2.0
Specialized REITs	1.9
Trading Companies & Distributors	1.6
Household Durables	1.6

Consumer Staples Distribution & Retail	1.4%
Consumer Finance	1.2
IT Services	1.1
Aerospace & Defense	1.1
Air Freight & Logistics	1.1
Retail REITs	1.0
Pharmaceuticals	1.0
Life Sciences Tools & Services	0.9
Gas Utilities	0.8
Electric Utilities	0.8
Electrical Equipment	0.6
Capital Markets	0.6
Multi–Utilities	0.6
Food Products	0.6
Interactive Media & Services	0.5
Media	0.4
Metals & Mining	0.3
Industrial REITs	0.3
Entertainment	0.3
Short–Term Investments	1.5
Other Assets, Less Liabilities	–1.4
	100.0%

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Celanese Corp.
2.	Knight-Swift Transportation Holdings, Inc.
3.	MKS Instruments, Inc.
4.	M&T Bank Corp.
5.	Marathon Oil Corp.

6.	NVR, Inc.
7.	Flex Ltd.
8.	Builders FirstSource, Inc.
9.	WEX, Inc.
10.	Lennox International, Inc.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Gregory J. Garabedian, Mark A. Whitaker, CFA, and Philip W. Ruedi, CFA, of Wellington Management Company LLP (“Wellington”), the Portfolio’s Subadvisor.

How did MainStay VP Wellington Mid Cap Portfolio perform relative to its benchmarks and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Wellington Mid Cap Portfolio returned 13.69% for Initial Class shares and 13.41% for Service Class shares. Over the same period, both share classes underperformed the 17.23% return of the Russell Midcap^® Index, which is the Portfolio’s primary benchmark, and the 16.44% return of the S&P MidCap 400^® Index, which is the Portfolio’s secondary benchmark. For the 12 months ended December 31, 2023, both share classes also underperformed the 16.00% return of the Morningstar Mid-Cap Blend Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

The Portfolio underperformed the Russell Midcap^® Index, primarily due to stock selection. Specifically, overweight exposure to financials, consumer discretionary and health care detracted from relative performance, while overweight exposure to industrials made a positive contribution to relative returns. (Contributions take weightings and total returns into account.)

The Portfolio includes two, separately managed investment strategies: Mid Cap Opportunities, which uses the S&P MidCap 400^® Index as its benchmark, and Select Mid Cap Value, which uses the Russell 2500™ Value Index as its benchmark. The Portfolio’s Mid Cap Opportunities strategy underperformed the S&P MidCap 400^® Index, primarily due to security selection arising from the strategy’s growth bias. Sector allocation bolstered the strategy’s relative returns. The Portfolio’s Select Mid Cap Value strategy outperformed the Russell 2500™ Value Index, largely due to sector allocation, a result of the strategy’s bottom-up stock selection process. Security selection detracted from relative results.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

For the overall Portfolio, security selection in the financials, consumer discretionary and health care sectors weighed on results relative to the Russell Midcap^® Index, partly offset by relatively strong returns from the industrials and utilities sectors.

Within the Mid Cap Opportunities strategy, security selection in consumer discretionary, health care and financials detracted most from performance relative to the S&P MidCap 400^® Index. These negative selection effects were partially offset by positive contributions from selection in information technology, communication services and real estate. Sector allocation made a positive contribution to relative results, driven by overweight

exposure to information technology and underweight exposure to real estate and utilities. Positive allocation effects were partly offset by the negative impacts of an overweight position in health care and an underweight position in consumer discretionary.

Within the Select Mid Cap Value strategy, the strongest contributions to performance relative to the Russell 2500™ Value Index came from lack of exposure to utilities, and overweight allocations to industrials and financials, partly offset by the negative impact of overweight exposure to consumer discretionary. From a security selection perspective, weak selection in financials, materials and consumer discretionary detracted the most from relative returns, although this was partially offset by relatively strong selection in industrials, consumer staples and health care.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

Within the Mid Cap Opportunities strategy, leading contributors to absolute performance included U.S.-based bank holding company First Citizens, biopharmaceutical developer Apellis Pharmaceuticals and HVAC systems provider Lennox International. First Citizens shares rose during the reporting period when the company reported deposits that surpassed estimates following its rescue deal for Silicon Valley Bank. Apellis shares gained ground after the company reported strong revenues for Syfovre, a recently approved drug to treat geographic atrophy secondary to age-related macular degeneration. Lennox shares advanced on better-than-expected housing fundamentals.

The most significant detractors from the absolute performance of the Mid Cap Opportunities strategy were First Republic Bank, medical device company Insulet and global professional services company Genpact. First Republic Bank shares fell sharply in the first quarter of 2023 on fears related to U.S. banking failures. Insulet shares declined on concerns that the uptake of new weight loss drugs could lead to lower incidence rates of diabetes and softer demand for the company’s insulin pumps. Genpact shares lost ground on concerns that advancements in artificial intelligence could negatively impact the competitive advantage of the business.

Within the Select Mid Cap Value strategy, leading contributors to absolute performance included Builders FirstSource, described above, chemistry solutions and specialty materials producer Celanese, and packaged software company National Instruments. Celanese shares rose despite a challenging industry backdrop, as the company was able to delever significantly and faced less pressure than peers in a rising rates environment, leading shares to rerate higher. National Instruments shares advanced following

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP Wellington Mid Cap Portfolio

an acquisition bid to take over the company at a premium to the pre-offer share price.

The most significant detractors from the absolute performance of the Select Mid Cap Value strategy were agricultural sciences company FMC, loyalty and marketing services provider Bread Financial Holdings, and regional bank Western Alliance Bancorp. FMC shares fell as the company faced pressure from lower crop prices, higher raw material costs and increased competition in its key markets. Bread Financial shares declined following disappointing quarterly results due to environmental headwinds that led to lower estimates on provisions and loan growth. Concerns within the banking sector over the Silicon Valley Bank collapse also weighed on the stock's price. Western Alliance shares came under pressure, along with those of other small lenders, after the failure of Silicon Valley Bank caused concerns that other banks would need to sell long-term assets at steep losses to meet liquidity needs.

Did the Portfolio make any significant purchases or sales during the reporting period?

During the reporting period, the Mid Cap Opportunities strategy initiated a position in medical device company Shockwave Medical. Shockwave uses sound technology to clean arteries and other blockages in the body. The Portfolio also added a position in Atmos Energy, the largest pureplay natural gas utility in the United States, with over three million customers across eight states.

During the same period, we eliminated the Mid Cap Opportunities strategy’s position in CarGurus, an online platform for new and used car listings. Weakness in the wholesale business led us to conclude the business would likely face difficulty growing. We also eliminated a position in YETI Holdings, a premium cooler and drinkware producer, on valuation concerns.

The Select Mid Cap Value strategy initiated positions in American motor carrier holding company Knight-Swift Transportation and commercial real estate agency Brixmor Property Group. We initiated the position in Knight-Swift after shares underperformed due to continued softness in freight demand and depressed spot pricing. We believe waning headwinds from inventory drawdowns in the near term could alleviate downward pressure on the company’s earnings. Longer term, management initiatives to grow beyond industry-level cyclicality—including expanding its intermodal division and the less-than-truckload division, and potential merger and acquisition opportunities at the bottom of the cycle—could drive earnings upside. In the case of Brixmor Property, a real estate investment trust that focuses on

grocery-anchored outdoor shopping malls, we saw an opportunity based on the company’s strong fundamentals and a lack of new supply over the past decade, despite pressures on the real estate sector due to rapidly rising interest rates. The company’s high tenant retention, strong pricing, and solid leasing demand have the potential to provide protection when the economy weakens.

The largest sales for the Select Mid Cap Value included positions in packaged software company National Instruments and waste management company Clean Harbors, after both stocks strongly outperformed during the reporting period.

How did the Portfolio’s sector weightings change during the reporting period?

For the Mid Cap Opportunities strategy, the most notable increases in absolute sector exposures were to information technology and utilities, while the most notable reductions were to health care and communication services. For the Select Mid Cap Value strategy, the most notable increases in absolute sector exposures were to financials and information technology, while the most notable reductions were to industrials and health care.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Mid Cap Opportunities strategy held its most overweight exposures relative to the S&P MidCap 400^® Index to the health care and information technology sectors, while its most underweight exposures were to real estate and consumer discretionary. As of the same date, the Select Mid Cap Value strategy held its most overweight exposures relative to the Russell 2500™ Value Index to information technology and materials, and its most underweight exposures to real estate and utilities. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.9%
Aerospace & Defense 1.1%
Axon Enterprise, Inc. (a)	29,748	$   7,684,801
Air Freight & Logistics 1.1%
Expeditors International of Washington, Inc.	59,584	7,579,085
Automobile Components 2.8%
BorgWarner, Inc.	123,851	4,440,058
Gentex Corp.	192,022	6,271,439
Goodyear Tire & Rubber Co. (The) (a)	260,388	3,728,756
Visteon Corp. (a)	43,053	5,377,320
		19,817,573
Banks 7.2%
Cadence Bank	198,090	5,861,483
Cullen	57,562	6,244,901
First Citizens BancShares, Inc., Class A	6,038	8,567,741
M&T Bank Corp.	87,891	12,048,098
New York Community Bancorp, Inc.	624,706	6,390,743
Prosperity Bancshares, Inc.	71,318	4,830,368
SouthState Corp.	84,919	7,171,410
		51,114,744
Biotechnology 3.9%
Apellis Pharmaceuticals, Inc. (a)	79,234	4,742,947
Exact Sciences Corp. (a)	32,575	2,409,899
Neurocrine Biosciences, Inc. (a)	29,894	3,938,833
PTC Therapeutics, Inc. (a)	136,967	3,774,811
Sarepta Therapeutics, Inc. (a)	16,887	1,628,413
Ultragenyx Pharmaceutical, Inc. (a)	73,812	3,529,690
United Therapeutics Corp. (a)	33,499	7,366,095
		27,390,688
Building Products 3.6%
Builders FirstSource, Inc. (a)	60,705	10,134,092
Fortune Brands Innovations, Inc.	80,020	6,092,723
Lennox International, Inc.	21,146	9,463,258
		25,690,073
Capital Markets 0.6%
Hamilton Lane, Inc., Class A	32,265	3,660,142
Morningstar, Inc.	2,405	688,407
		4,348,549
Chemicals 5.9%
Celanese Corp.	95,962	14,909,616
Element Solutions, Inc.	367,235	8,497,818
FMC Corp.	122,703	7,736,424

	Shares	Value
Chemicals (continued)
Huntsman Corp.	207,182	$   5,206,484
Ingevity Corp. (a)	109,319	5,162,043
		41,512,385
Communications Equipment 2.0%
F5, Inc. (a)	46,887	8,391,835
Lumentum Holdings, Inc. (a)	105,661	5,538,750
		13,930,585
Consumer Finance 1.2%
Credit Acceptance Corp. (a)	16,094	8,573,757
Consumer Staples Distribution & Retail 1.4%
BJ's Wholesale Club Holdings, Inc. (a)	60,258	4,016,798
U.S. Foods Holding Corp. (a)	125,631	5,704,904
		9,721,702
Containers & Packaging 2.3%
Ball Corp.	62,379	3,588,040
Graphic Packaging Holding Co.	240,469	5,927,561
Silgan Holdings, Inc.	143,142	6,477,175
		15,992,776
Electric Utilities 0.8%
Alliant Energy Corp.	107,943	5,537,476
Electrical Equipment 0.6%
Acuity Brands, Inc.	21,381	4,379,470
Electronic Equipment, Instruments & Components 2.1%
CDW Corp.	17,321	3,937,410
Flex Ltd. (a)	348,433	10,613,269
		14,550,679
Entertainment 0.3%
Roku, Inc. (a)	21,151	1,938,701
Financial Services 3.8%
Nuvei Corp. (b)	153,217	4,023,478
Shift4 Payments, Inc., Class A (a)	101,911	7,576,064
Voya Financial, Inc.	79,103	5,771,355
WEX, Inc. (a)	49,106	9,553,572
		26,924,469
Food Products 0.6%
Post Holdings, Inc. (a)	45,926	4,044,243

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Wellington Mid Cap Portfolio

	Shares	Value
Common Stocks (continued)
Gas Utilities 0.8%
Atmos Energy Corp.	49,355	$   5,720,244
Ground Transportation 3.7%
JB Hunt Transport Services, Inc.	28,371	5,666,823
Knight-Swift Transportation Holdings, Inc.	237,841	13,711,534
U-Haul Holding Co.	100,311	7,065,907
		26,444,264
Health Care Equipment & Supplies 3.6%
Dentsply Sirona, Inc.	181,027	6,442,751
Hologic, Inc. (a)	48,560	3,469,612
Inari Medical, Inc. (a)	88,570	5,749,964
Integra LifeSciences Holdings Corp. (a)	133,671	5,821,372
Shockwave Medical, Inc. (a)	22,360	4,260,922
		25,744,621
Health Care Providers & Services 2.1%
Acadia Healthcare Co., Inc. (a)	65,462	5,090,325
agilon health, Inc. (a)	250,762	3,147,063
Molina Healthcare, Inc. (a)	17,644	6,374,954
		14,612,342
Hotels, Restaurants & Leisure 2.9%
Choice Hotels International, Inc. (b)	41,352	4,685,182
Denny's Corp. (a)	400,622	4,358,767
DraftKings, Inc., Class A (a)	20,433	720,263
Hyatt Hotels Corp., Class A (b)	41,112	5,361,416
Wyndham Hotels & Resorts, Inc.	68,148	5,479,781
		20,605,409
Household Durables 1.6%
NVR, Inc. (a)	1,586	11,102,714
Industrial REITs 0.3%
Rexford Industrial Realty, Inc.	37,632	2,111,155
Insurance 5.6%
Aegon Ltd. (Registered)	1,091,227	6,285,468
Globe Life, Inc.	36,976	4,500,719
Hanover Insurance Group, Inc. (The)	45,208	5,489,155
Kemper Corp.	177,203	8,624,471
Markel Group, Inc. (a)	6,256	8,882,894
W R Berkley Corp.	40,612	2,872,081
White Mountains Insurance Group Ltd.	2,199	3,309,517
		39,964,305

	Shares	Value
Interactive Media & Services 0.5%
Cargurus, Inc. (a)	142,078	$   3,432,604
IT Services 1.1%
MongoDB, Inc. (a)	6,558	2,681,238
VeriSign, Inc. (a)	26,612	5,481,008
		8,162,246
Life Sciences Tools & Services 0.9%
Bio-Techne Corp.	31,134	2,402,299
ICON plc (a)	13,365	3,783,231
		6,185,530
Machinery 6.7%
Fortive Corp.	69,168	5,092,840
Graco, Inc.	82,725	7,177,221
IDEX Corp.	26,702	5,797,271
Ingersoll Rand, Inc.	63,668	4,924,083
John Bean Technologies Corp.	40,028	3,980,784
Lincoln Electric Holdings, Inc.	20,369	4,429,443
Middleby Corp. (The) (a)	47,387	6,973,945
Westinghouse Air Brake Technologies Corp.	70,428	8,937,313
		47,312,900
Media 0.4%
Cable One, Inc.	5,515	3,069,594
Metals & Mining 0.3%
Steel Dynamics, Inc.	19,407	2,291,967
Multi-Utilities 0.6%
NiSource, Inc.	153,986	4,088,328
Oil, Gas & Consumable Fuels 5.2%
Coterra Energy, Inc.	157,415	4,017,231
Diamondback Energy, Inc.	30,438	4,720,325
Marathon Oil Corp.	479,397	11,582,231
Ovintiv, Inc.	164,127	7,208,458
Targa Resources Corp.	104,937	9,115,877
		36,644,122
Pharmaceuticals 1.0%
Jazz Pharmaceuticals plc (a)	55,640	6,843,720
Professional Services 4.1%
Ceridian HCM Holding, Inc. (a)	79,460	5,333,355
Genpact Ltd.	247,173	8,579,375

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Professional Services (continued)
Leidos Holdings, Inc.	43,050	$   4,659,732
Robert Half, Inc.	55,728	4,899,606
Science Applications International Corp.	35,243	4,381,410
TransUnion	18,806	1,292,160
		29,145,638
Retail REITs 1.0%
Brixmor Property Group, Inc.	313,032	7,284,255
Semiconductors & Semiconductor Equipment 3.7%
First Solar, Inc. (a)	14,471	2,493,064
Lattice Semiconductor Corp. (a)	20,764	1,432,508
MKS Instruments, Inc.	118,127	12,151,724
Onto Innovation, Inc. (a)	15,932	2,436,003
Rambus, Inc. (a)	43,880	2,994,810
Silicon Motion Technology Corp., ADR	80,128	4,909,443
		26,417,552
Software 4.3%
CyberArk Software Ltd. (a)	16,545	3,624,182
Dynatrace, Inc. (a)	161,443	8,829,318
Fair Isaac Corp. (a)	6,872	7,999,077
HubSpot, Inc. (a)	5,139	2,983,395
Informatica, Inc., Class A (a)	85,470	2,426,493
PTC, Inc. (a)	17,708	3,098,192
Unity Software, Inc. (a)(b)	39,400	1,611,066
		30,571,723
Specialized REITs 1.9%
Extra Space Storage, Inc.	16,641	2,668,052
Gaming and Leisure Properties, Inc.	107,355	5,297,969
Lamar Advertising Co., Class A	55,169	5,863,361
		13,829,382
Specialty Retail 2.5%
CarMax, Inc. (a)	77,813	5,971,370
Chewy, Inc., Class A (a)(b)	95,380	2,253,829
Floor & Decor Holdings, Inc., Class A (a)	31,343	3,496,625
Valvoline, Inc. (a)	159,701	6,001,564
		17,723,388
Textiles, Apparel & Luxury Goods 2.2%
Deckers Outdoor Corp. (a)	11,173	7,468,368
Steven Madden Ltd.	191,400	8,038,800
		15,507,168

	Shares	Value
Trading Companies & Distributors 1.6%
AerCap Holdings NV (a)	70,155	$   5,213,919
Watsco, Inc.	13,921	5,964,731
		11,178,650
Total Common Stocks (Cost $616,137,212)		706,725,577
Short-Term Investments 1.5%
Affiliated Investment Company 0.2%
MainStay U.S. Government Liquidity Fund, 5.235% (c)	1,471,327	1,471,327
Unaffiliated Investment Companies 1.3%
BlackRock Liquidity FedFund, 5.374% (c)(d)	2,000,000	2,000,000
Dreyfus Treasury Obligations Cash Management Fund, 5.40% (c)(d)	1,000,000	1,000,000
Invesco Government & Agency Portfolio, 5.361% (c)(d)	5,355,134	5,355,134
Morgan Stanley Institutional Liquidity Fund Government Portfolio, 5.363% (c)(d)	1,000,000	1,000,000
		9,355,134
Total Short-Term Investments (Cost $10,826,461)		10,826,461
Total Investments (Cost $626,963,673)	101.4%	717,552,038
Other Assets, Less Liabilities	(1.4)	(10,073,537)
Net Assets	100.0%	$ 707,478,501

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.
(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $14,012,339; the total market value of collateral held by the Portfolio was $14,465,363. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $5,110,229. The Portfolio received cash collateral with a value of $9,355,134. (See Note 2(H))
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Wellington Mid Cap Portfolio

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 995	$ 90,159	$ (89,683)	$ —	$ —	$ 1,471	$ 73	$ —	1,471

Abbreviation(s):

ADR—American Depositary Receipt

REIT—Real Estate Investment Trust

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 706,725,577	$ —	$ —	$ 706,725,577
Short-Term Investments
Affiliated Investment Company	1,471,327	—	—	1,471,327
Unaffiliated Investment Companies	9,355,134	—	—	9,355,134
Total Short-Term Investments	10,826,461	—	—	10,826,461
Total Investments in Securities	$ 717,552,038	$ —	$ —	$ 717,552,038

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $625,492,346) including securities on loan of $14,012,339	$716,080,711
Investment in affiliated investment companies, at value (identified cost $1,471,327)	1,471,327
Receivables:
Dividends	301,826
Portfolio shares sold	86,167
Securities lending	1,142
Other assets	4,213
Total assets	717,945,386
Liabilities
Cash collateral received for securities on loan	9,355,134
Due to custodian	18
Payables:
Manager (See Note 3)	490,160
Portfolio shares redeemed	430,110
NYLIFE Distributors (See Note 3)	90,583
Shareholder communication	52,462
Professional fees	28,802
Custodian	18,089
Accrued expenses	1,527
Total liabilities	10,466,885
Net assets	$707,478,501
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 86,153
Additional paid-in-capital	765,851,509
	765,937,662
Total distributable earnings (loss)	(58,459,161)
Net assets	$707,478,501

Initial Class
Net assets applicable to outstanding shares	$272,691,243
Shares of beneficial interest outstanding	32,359,316
Net asset value per share outstanding	$ 8.43
Service Class
Net assets applicable to outstanding shares	$434,787,258
Shares of beneficial interest outstanding	53,793,723
Net asset value per share outstanding	$ 8.08

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Wellington Mid Cap Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $61,870)	$ 8,061,978
Dividends-affiliated	73,264
Securities lending, net	48,120
Total income	8,183,362
Expenses
Manager (See Note 3)	5,918,420
Distribution/Service—Service Class (See Note 3)	1,058,458
Professional fees	92,589
Custodian	44,902
Trustees	17,879
Miscellaneous	15,841
Total expenses before waiver/reimbursement	7,148,089
Expense waiver/reimbursement from Manager (See Note 3)	(101,577)
Net expenses	7,046,512
Net investment income (loss)	1,136,850
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	(62,984,706)
Foreign currency transactions	(36)
Net realized gain (loss)	(62,984,742)
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	151,672,379
Translation of other assets and liabilities in foreign currencies	(15)
Net change in unrealized appreciation (depreciation)	151,672,364
Net realized and unrealized gain (loss)	88,687,622
Net increase (decrease) in net assets resulting from operations	$ 89,824,472

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 1,136,850	$ (213,024)
Net realized gain (loss)	(62,984,742)	(85,034,575)
Net change in unrealized appreciation (depreciation)	151,672,364	(105,118,238)
Net increase (decrease) in net assets resulting from operations	89,824,472	(190,365,837)
Distributions to shareholders:
Initial Class	(294,972)	(116,195,297)
Service Class	—	(181,440,133)
Total distributions to shareholders	(294,972)	(297,635,430)
Capital share transactions:
Net proceeds from sales of shares	30,975,645	49,449,693
Net asset value of shares issued to shareholders in reinvestment of distributions	294,972	297,635,430
Cost of shares redeemed	(125,818,257)	(78,282,585)
Increase (decrease) in net assets derived from capital share transactions	(94,547,640)	268,802,538
Net increase (decrease) in net assets	(5,018,140)	(219,198,729)
Net Assets
Beginning of year	712,496,641	931,695,370
End of year	$ 707,478,501	$ 712,496,641

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Wellington Mid Cap Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 7.42	$ 16.34	$ 13.96	$ 13.56	$ 11.94
Net investment income (loss) (a)	0.02	0.02	(0.02)	0.08	0.11
Net realized and unrealized gain (loss)	1.00	(3.69)	2.80	1.32	2.54
Total from investment operations	1.02	(3.67)	2.78	1.40	2.65
Less distributions:
From net investment income	(0.01)	—	(0.10)	(0.12)	(0.16)
From net realized gain on investments	—	(5.25)	(0.30)	(0.88)	(0.87)
Total distributions	(0.01)	(5.25)	(0.40)	(1.00)	(1.03)
Net asset value at end of year	$ 8.43	$ 7.42	$ 16.34	$ 13.96	$ 13.56
Total investment return (b)	13.69%	(20.52)%	20.00%	11.28%	22.88%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.31%	0.13%	(0.12)%	0.65%	0.84%
Net expenses (c)	0.86%	0.86%	0.86%	0.86%	0.86%
Expenses (before waiver/reimbursement) (c)	0.88%	0.89%	0.89%	0.89%	0.88%
Portfolio turnover rate	60%	49%	54%	178%	174%
Net assets at end of year (in 000's)	$ 272,691	$ 286,378	$ 360,437	$ 346,379	$ 398,240

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 7.13	$ 16.00	$ 13.68	$ 13.32	$ 11.74
Net investment income (loss) (a)	0.01	(0.01)	(0.04)	0.05	0.08
Net realized and unrealized gain (loss)	0.94	(3.61)	2.72	1.28	2.49
Total from investment operations	0.95	(3.62)	2.68	1.33	2.57
Less distributions:
From net investment income	—	—	(0.06)	(0.09)	(0.12)
From net realized gain on investments	—	(5.25)	(0.30)	(0.88)	(0.87)
Total distributions	—	(5.25)	(0.36)	(0.97)	(0.99)
Net asset value at end of year	$ 8.08	$ 7.13	$ 16.00	$ 13.68	$ 13.32
Total investment return (b)	13.32%(c)	(20.71)%	19.70%	11.00%	22.57%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.07%	(0.13)%	(0.25)%	0.42%	0.58%
Net expenses (d)	1.11%	1.11%	1.11%	1.11%	1.11%
Expenses (before waiver/reimbursement) (d)	1.13%	1.14%	1.14%	1.14%	1.13%
Portfolio turnover rate	60%	49%	54%	178%	174%
Net assets at end of year (in 000's)	$ 434,787	$ 426,119	$ 571,259	$ 551,856	$ 516,445

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Wellington Mid Cap Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	July 2, 2001
Service Class	June 5, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term growth of capital.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

18 MainStay VP Wellington Mid Cap Portfolio

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates

19

Notes to Financial Statements (continued)

the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes

of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(H) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities

 

20 MainStay VP Wellington Mid Cap Portfolio

and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(I) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor.  New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable

to the Portfolio. Wellington Management Company LLP ("Wellington" or the "Subadvisor"), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and Wellington, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.85% up to $1 billion; 0.80% from $1 billion to $2 billion; and 0.775% in excess of $2 billion. During the year ended December 31, 2023, the effective management fee rate was 0.85% (exclusive of any applicable waivers/reimbursements) of the Portfolio's average daily net assets.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that the Total Annual Portfolio Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) portfolio/fund fees and expenses) of Initial Class shares and Service Class shares do not exceed 0.86% and 1.11%, respectively, of the Portfolio's average daily net assets. This agreement will remain in effect until May 1, 2024, and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $5,918,420 and waived fees and/or reimbursed certain class specific expenses in the amount of $101,577 and paid the Subadvisor fees in the amount of $2,600,172.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or

21

Notes to Financial Statements (continued)

independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$655,617,325	$90,272,007	$(28,337,294)	$61,934,713

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$1,232,012	$(121,625,886)	$—	$61,934,713	$(58,459,161)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

The following table discloses the current year reclassifications between total distributable earnings (loss) and additional paid-in capital arising from permanent differences; net assets as of December 31, 2023 were not affected.

Total Distributable Earnings (Loss)	Additional Paid-In Capital
$10,655	$(10,655)

The reclassifications for the Portfolio are primarily due to Real Estate Investment Trust ("REIT") adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $121,625,886, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$17,562	$104,064

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$294,972	$163,719,831
Long-Term Capital Gains	—	133,915,599
Total	$294,972	$297,635,430

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended

 

22 MainStay VP Wellington Mid Cap Portfolio

December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $421,852 and $515,455, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	1,214,876	$ 9,459,304
Shares issued to shareholders in reinvestment of distributions	39,462	294,972
Shares redeemed	(7,485,796)	(58,703,344)
Net increase (decrease)	(6,231,458)	$ (48,949,068)
Year ended December 31, 2022:
Shares sold	1,878,622	$ 23,300,580
Shares issued to shareholders in reinvestment of distributions	16,591,980	116,195,297
Shares redeemed	(1,943,510)	(23,906,575)
Net increase (decrease)	16,527,092	$115,589,302
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,918,716	$ 21,516,341
Shares redeemed	(8,916,610)	(67,114,913)
Net increase (decrease)	(5,997,894)	$ (45,598,572)
Year ended December 31, 2022:
Shares sold	2,130,972	$ 26,149,113
Shares issued to shareholders in reinvestment of distributions	26,963,106	181,440,133
Shares redeemed	(5,000,775)	(54,376,010)
Net increase (decrease)	24,093,303	$153,213,236

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

23

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Wellington Mid Cap Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Wellington Mid Cap Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and transfer agents. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

24 MainStay VP Wellington Mid Cap Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Wellington Mid Cap Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Wellington Management Company LLP (“WMC”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and WMC in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and WMC in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or WMC that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, WMC personnel.  In addition, the Board took into account other information provided by New York Life Investments throughout the year,

including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and WMC; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and WMC; (iii) the costs of the services provided, and profits realized, by New York Life Investments and WMC with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and WMC.  The Board’s

 

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and WMC resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments and WMC

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by WMC, evaluating the performance of WMC, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of WMC and ongoing analysis of, and interactions with, WMC with respect to, among other things, the Portfolio’s investment performance and risks as well as WMC’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii)

compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that WMC provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated WMC’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and WMC’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at WMC.  The Board considered New York Life Investments’ and WMC’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and WMC and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered WMC’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and WMC regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net

 

26 MainStay VP Wellington Mid Cap Portfolio

returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmarks, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of WMC and the members of the Board’s Investment Committee, which generally occur on an annual basis.  In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the one-, three-, five- and ten-year periods ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments and WMC regarding the Portfolio’s investment performance.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and WMC

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of WMC’s relationship with the Portfolio, the Board considered information from New York Life Investments that WMC’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of WMC’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and WMC, and profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and

its affiliates’ and WMC’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and WMC and acknowledged that New York Life Investments and WMC must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and WMC to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and WMC and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to WMC from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to WMC in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between WMC and its affiliates and New York Life Investments and its affiliates and considered the existence of a strategic partnership between New York Life Investments and WMC that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to WMC and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to WMC, the Board considered that any profits realized by WMC due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and WMC, acknowledging that any such profits are based on the subadvisory fee paid to WMC by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to WMC is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and WMC on fees charged to other investment advisory clients, including

institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints, voluntary waivers and expense limitation arrangements on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

 

28 MainStay VP Wellington Mid Cap Portfolio

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

29

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

30 MainStay VP Wellington Mid Cap Portfolio

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

31

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

32 MainStay VP Wellington Mid Cap Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

34 MainStay VP Wellington Mid Cap Portfolio

MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015903 MSVPMCC11-02/24

(NYLIAC) NI527

MainStay VP U.S. Government Money Market Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	9
Financial Statements	11
Notes to Financial Statements	15
Report of Independent Registered Public Accounting Firm	20
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	21
Proxy Voting Policies and Procedures and Proxy Voting Record	25
Shareholder Reports and Quarterly Portfolio Disclosure	25
Board of Trustees and Officers	26

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

An investment in the Portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Portfolio seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Portfolio.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	1/29/1993	4.81%	1.61%	0.99%	0.40%
7-Day Current Yield = 5.11%; 7-Day Effective Yield = 5.24%.3

1.

Effective August 26, 2016 and October 14, 2016, the Portfolio modified its principal investment strategies in connection with commencing operations as a "government money market fund." Consequently the performance information may have been different if the current investment strategies had been in effect during the period prior to the Portfolio commencing operations as a "government money market fund."

2.

The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

3.  Figures are presented as of December 31, 2023. The 7-Day Current Yield is calculated in accordance with securities industry regulations and does not include net capital gains. 7-Day Current Yield may differ slightly from the actual distribution rate of the Portfolio because of the exclusion of distributed capital gains, which are non-recurring. The 7-Day Current Yield more closely reflects the Portfolio's current earnings than do the total return figures. The 7-Day Effective Yield is calculated in accordance with securities industry regulations and does not include net capital gains. The 7-Day Effective Yield assumes reinvestment of dividends for one year.

Benchmark Performance*	One Year	Five Years	Ten Years
Average Lipper Variable Products U.S. Government Money Market Portfolio1	4.66%	1.56%	0.95%
Morningstar Prime Money Market Category Average2	4.84	1.69	1.11

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable.
1.	The Average Lipper VP U.S. Government Money Market Portfolio is an equally weighted performance average consisting of funds that invest 99.5% of their assets in cash, government securities and/or repurchase agreements that are collateralized solely by government securities or cash, and have a weighted average maturity of 60 days or less. These funds intend to keep a constant net asset value.
2.	The Morningstar Prime Money Market Category Average is representative of funds that invest in short-term money market securities in order to provide a level of current income that is consistent with the preservation of capital. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP U.S. Government Money Market Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,025.70	$1.43	$1,023.79	$1.43	0.28%

1.	Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period.
2.	Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP U.S. Government Money Market Portfolio

Portfolio Composition as of December 31, 2023 (Unaudited)

‡ Less than one-tenth of a percent.

See Portfolio of Investments beginning on page 9 for specific holdings within these categories. The Portfolio's holdings are subject to change.

7

Portfolio Management Discussion and Analysis (Unaudited)

Questions answered by NYL Investors LLC, the Portfolio’s Subadvisor.

How did MainStay VP U.S. Government Money Market Portfolio perform relative to its peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, Initial Class shares of MainStay VP U.S. Government Money Market Portfolio provided a 7-day current yield of 5.11% and a 7-day effective yield of 5.24%. For the 12 months ended December 31, 2023, Initial Class shares of MainStay VP U.S. Government Money Market Portfolio returned 4.81%. For the same period, the Portfolio outperformed the 4.66% return of the Average Lipper Variable Products U.S. Government Money Market Portfolio, and underperformed the 4.84% return of the Morningstar Prime Money Market Category.¹

What was the Portfolio’s duration² strategy during the reporting period?

During the majority of the reporting period, the Portfolio maintained a duration shorter than that of the Bloomberg 1 Month T-Bill Index. Our strategy throughout the reporting period was to keep the duration of the Portfolio as short as possible to stay in front of each U.S. Federal Reserve (“Fed”) monetary policy meeting. We expected that the Fed would tighten monetary policy by raising interest rates at each meeting. The shorter duration profile of the Portfolio allowed us to reinvest maturing securities at higher interest rates after each subsequent meeting. Toward the end of the reporting period, as we became more convinced that the Fed had finished raising rates in this hiking cycle, we extended the Portfolio’s duration, bringing it closer to that of the designated benchmark. As of December 31, 2023, the Portfolio’s duration was 0.08 years compared to a duration of 0.09 years for the Bloomberg 1 Month T-Bill Index.

What specific factors, risks or market forces prompted significant decisions for the Portfolio during the reporting period?

During the reporting period, the Portfolio continued to benefit from upward pressure on interest rates as the Fed tightened monetary policy. The Fed increased rates 100 basis points, lifting yields for commercial paper (“CP”), agency discount notes, U.S. Treasury bills (“T-Bills”) and repo. (A basis point is one one-hundredth of a percentage point.) We kept the weighted average life (“WAL”) of the Portfolio short for the first half of 2023 to benefit from these rate hikes in real time. Toward the end of the year, as it became more apparent that the Fed had finished tightening monetary policy, we extended the WAL of the Portfolio to lock in higher yields for longer as the market started to price in anticipated cuts

in 2024. Supply was not able to keep up with the cash inflows into the money market funds, driving T-Bill and agency discount note rates lower than the effective federal funds rate. CP interest rates remained higher than the effective federal funds rate, providing a yield pickup that was unavailable in T-Bills or agency discount notes.

During the reporting period, which market segments were the strongest contributors to the Portfolio’s performance and which market segments were particularly weak?

During the reporting period, T-Bills provided the Portfolio’s strongest absolute performance. U.S. agency discount notes were also accretive to performance. Within the U.S. agency subcomponent, Tennessee Valley Authority and Federal National Mortgage Association were the best performers. The Portfolio’s allocation to tri-party repo also added to absolute performance.

Within the U.S. agency subcomponent, the Portfolio’s allocation to Federal Farm Credit Banks Funding Corp and Federal Agricultural Mortgage Corporation were the weakest contributors to absolute performance.

Did the Portfolio make any significant purchases or sales during the reporting period?

The top issuers purchased by the Portfolio, outside of T-Bills, included BofA Securities, TD Securities, RBC Capital Markets (New York), Federal Agricultural Mortgage Corp. and Federal Home Loan Banks. Throughout the reporting period, the Portfolio sold T-Bills to cover redemptions and/or any cash shortfalls.

How did the Portfolio’s sector weightings change during the reporting period?

We increased the Portfolio’s allocation to T-Bills from 32% to 50% during the reporting period. Conversely, we decreased the Portfolio’s allocation to agency discount notes from 59% to 34% during the same time frame. During the reporting period, the yield difference (premium) between U.S. agency discount notes and T-Bills tightened considerably as uncertainty regarding the debt ceiling impasse caused T-Bill yields to move higher at a much faster pace than agency discount notes. With the yield premium between T-Bills and agency discount notes essentially flat, we reduced the Portfolio’s agency discount note allocation and added to T-Bills. We increased the Portfolio’s allocation to tri-party repo from 10% to 16% during the reporting period. In addition to these sector weighting changes, we increased the Portfolio’s duration from 0.02 years to 0.08 years. 

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

2. Duration is a measure of the price sensitivity of a fixed-income investment to changes in interest rates. Duration is expressed as a number of years and is considered a more accurate sensitivity gauge than average maturity.

The opinions expressed are those of the Subadvisor as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

8 MainStay VP U.S. Government Money Market Portfolio

Portfolio of Investments December 31, 2023^{†^}

	Principal Amount	Value
Short-Term Investments 100.0%
Government Agency Debt 34.0%
Federal Agricultural Mortgage Corp.
5.292%, due 2/1/24	$  20,000,000	$    19,909,411
5.346%, due 1/25/24	15,000,000	14,947,000
Federal Farm Credit Banks
5.286%, due 1/16/24	50,000,000	49,890,208
Federal Home Loan Banks
5.302%, due 1/8/24	50,000,000	49,948,764
5.302%, due 1/10/24	25,000,000	24,967,062
Federal Home Loan Mortgage Corp.
5.252%, due 1/3/24	75,000,000	74,978,167
Tennessee Valley Authority
5.266%, due 1/3/24	50,000,000	49,985,403
5.291%, due 1/10/24	96,300,000	96,172,884
Total Government Agency Debt (Cost $380,798,899)		380,798,899
Treasury Debt 49.5%
U.S. Treasury Bills (a)
5.287%, due 1/16/24	103,000,000	102,774,252
5.311%, due 1/11/24	99,000,000	98,854,855
5.318%, due 1/9/24	43,000,000	42,949,596
5.321%, due 1/23/24	111,000,000	110,642,009
5.344%, due 3/19/24	200,000,000	197,724,567
Total Treasury Debt (Cost $552,945,279)		552,945,279
Treasury Repurchase Agreements 16.5%
BofA Securities, Inc. 5.31%, dated 12/29/23 due 1/2/24 Proceeds at Maturity $95,000,062 (Collateralized by United States Treasury securities with rates between 0.00% and 4.375% and maturity dates between 05/15/26 and 03/31/28, with a Principal Amount of $96,848,000 and a Market Value of $96,900,063)	95,000,000	95,000,000

	Principal Amount	Value
Treasury Repurchase Agreements (continued)
RBC Capital Markets LLC 5.32%, dated 12/29/23 due 1/2/24 Proceeds at Maturity $39,150,211 (Collateralized by United States Treasury security with a rate of 5.368% and with maturity date of 07/31/24, with a Principal Amount of $39,618,300 and a Market Value of $39,933,216)	$  39,127,000	$    39,127,000
TD Securities, Inc. 5.32%, dated 12/29/23 due 1/2/24 Proceeds at Maturity $50,000,077 (Collateralized by United States Treasury securities with rates between 1.125% and 4.125% and maturity dates between 02/28/25 and 02/15/30, with a Principal Amount of $54,237,000 and a Market Value of $51,000,079)	50,000,000	50,000,000
Total Treasury Repurchase Agreements (Cost $184,127,000)		184,127,000
Total Short-Term Investments (Cost $1,117,871,178)	100.0%	1,117,871,178
Other Assets, Less Liabilities	(0.0)‡	(194,337)
Net Assets	100.0%	$ 1,117,676,841

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	Interest rate shown represents yield to maturity.

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

9

Portfolio of Investments December 31, 2023^{†^} (continued)

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Short-Term Investments
Government Agency Debt	$ —	$  380,798,899	$ —	$  380,798,899
Treasury Debt	—	552,945,279	—	552,945,279
Treasury Repurchase Agreements	—	184,127,000	—	184,127,000
Total Investments in Securities	$ —	$ 1,117,871,178	$ —	$ 1,117,871,178

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP U.S. Government Money Market Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in securities, at value (amortized cost $933,744,178)	$ 933,744,178
Repurchase agreements, at value (amortized cost $184,127,000)	184,127,000
Cash	415
Receivables:
Interest	81,550
Other assets	4,488
Total assets	1,117,957,631
Liabilities
Payables:
Manager (See Note 3)	245,274
Professional fees	24,938
Custodian	10,509
Shareholder communication	34
Accrued expenses	35
Total liabilities	280,790
Net assets	$1,117,676,841
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 1,117,567
Additional paid-in-capital	1,116,548,080
	1,117,665,647
Total distributable earnings (loss)	11,194
Net assets	$1,117,676,841

Initial Class
Net assets applicable to outstanding shares	$1,117,676,841
Shares of beneficial interest outstanding	1,117,567,298
Net asset value per share outstanding	$ 1.00

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Interest	$44,534,777
Expenses
Manager (See Note 3)	3,354,484
Professional fees	101,245
Shareholder communication	37,690
Custodian	25,009
Trustees	22,250
Miscellaneous	18,381
Total expenses before waiver/reimbursement	3,559,059
Expense waiver/reimbursement from Manager (See Note 3)	(1,065,586)
Net expenses	2,493,473
Net investment income (loss)	42,041,304
Realized Gain (Loss)
Net realized gain (loss) on investments	10,901
Net increase (decrease) in net assets resulting from operations	$42,052,205

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP U.S. Government Money Market Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 42,041,304	$ 11,150,568
Net realized gain (loss)	10,901	(14,591)
Net increase (decrease) in net assets resulting from operations	42,052,205	11,135,977
Distributions to shareholders:
Initial Class	(42,041,305)	(11,150,567)
Capital share transactions:
Net proceeds from sales of shares	819,313,638	767,061,320
Net asset value of shares issued to shareholders in reinvestment of distributions	42,041,305	11,150,567
Cost of shares redeemed	(601,012,209)	(550,908,451)
Increase (decrease) in net assets derived from capital share transactions	260,342,734	227,303,436
Net increase (decrease) in net assets	260,353,634	227,288,846
Net Assets
Beginning of year	857,323,207	630,034,361
End of year	$1,117,676,841	$ 857,323,207

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Net investment income (loss)	0.05	0.01	0.00‡	0.00‡	0.02
Net realized and unrealized gain (loss) on investments	0.00‡	0.00‡	0.00	0.00	0.00
Total from investment operations	0.05	0.01	0.00‡	0.00‡	0.02
Less distributions:
From net investment income	(0.05)	(0.01)	(0.00)‡	0.00‡	(0.02)
Net asset value at end of year	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Total investment return (a)	4.81%	1.29%	0.01%	0.24%	1.78%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	4.72%	1.40%	0.01%	0.15%	1.78%
Net expenses	0.28%	0.24%	0.04%	0.16%	0.44%
Expenses (before waiver/reimbursement)	0.40%	0.40%	0.41%	0.42%	0.44%
Net assets at end of year (in 000's)	$ 1,117,677	$ 857,323	$ 630,034	$ 827,050	$ 396,254

‡	Less than one cent per share.
(a)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP U.S. Government Money Market Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP U.S. Government Money Market Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share class that has been registered and commenced operations:

Class	Commenced Operations
Initial Class	January 29, 1993

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares.

The Portfolio's investment objective is to seek a high level of current income while preserving capital and maintaining liquidity.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Valuation of Shares.  Although the Portfolio seeks to preserve a stable $1.00 per share, it cannot guarantee it will do so. You could lose money by investing in the Portfolio.  An investment in the Portfolio is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Portfolio’s sponsor is not required to reimburse the Portfolio for losses, and you

should not expect that the sponsor will provide financial support to the Portfolio at any time, including during periods of market stress.

(B) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the “Exchange”) (generally 4:00 p.m. Eastern time) on each day the Portfolio is open for business (“valuation date”). Securities are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate per the requirements of Rule 2a-7 under the 1940 Act. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security.

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that

 

15

Notes to Financial Statements (continued)

quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

Securities valued at amortized cost are not obtained from a quoted price in an active market and are generally categorized as Level 2 in the hierarchy. The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. As of December 31, 2023, the aggregate value by input level of the Portfolio’s assets and liabilities is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Benchmark yields	• Reported trades
• Broker/dealer quotes	• Issuer spreads
• Two-sided markets	• Benchmark securities
• Bids/offers	• Reference data (corporate actions or material event notices)
• Industry and economic events	• Comparable bonds
• Monthly payment information

An asset or liability for which market values cannot be measured using the methodologies described above is valued by methods deemed reasonable in good faith by the Valuation Committee, following the procedures established by the Board, to represent fair value. Under these procedures, the Portfolio may utilize some of the following fair value techniques: multi-dimensional relational pricing models and option adjusted spread pricing. During the year ended December 31, 2023, there were no material changes to the fair value methodologies. Securities valued in this manner are generally categorized as Level 3 in the hierarchy. No securities held by the Portfolio as of December 31, 2023, were fair valued in such a manner.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(C) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

 

16 MainStay VP U.S. Government Money Market Portfolio

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(D) Dividends and Distributions to Shareholders.  Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare dividends from net investment income, if any, daily and intends to pay them at least monthly and declares and pays distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(E) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

(F) Expenses.  Expenses of the Fund are allocated to the individual Funds in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

(G) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(H) Repurchase Agreements.  The Portfolio may enter into repurchase agreements (i.e., buy a security from another party with the agreement that it will be sold back in the future) to earn income. The Portfolio may enter into repurchase agreements only with counterparties, usually financial institutions, that are deemed by the Manager or the Subadvisor to be creditworthy, pursuant to guidelines established by the Board. During the term of any repurchase agreement, the Manager or the Subadvisor will continue to monitor the creditworthiness of the

counterparty. Under the 1940 Act, repurchase agreements are considered to be collateralized loans by the Portfolio to the counterparty secured by the securities transferred to the Portfolio.

Repurchase agreements are subject to counterparty risk, meaning the Portfolio could lose money by the counterparty’s failure to perform under the terms of the agreement. The Portfolio mitigates this risk by ensuring the repurchase agreement is collateralized by cash, U.S. government securities, fixed income securities and/or other securities. The collateral is held by the Portfolio's custodian and valued daily on a mark to market basis to determine if the value, including accrued interest, exceeds the repurchase price. In the event of the counterparty’s default on the obligation to repurchase, the Portfolio has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, such as in the event of default or bankruptcy by the counterparty, realization and/or retention of the collateral may be limited or subject to delay, to legal proceedings and possible realized loss to the Portfolio.

(I) Debt Securities Risk.  The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region. Debt securities are also subject to the risks associated with changes in interest rates.

Investments in the Portfolio are not guaranteed, even though some of the Portfolio’s underlying investments are guaranteed by the U.S. government or its agencies or instrumentalities. The principal risk of mortgage-related and asset-backed securities is that the underlying debt may be prepaid ahead of schedule, if interest rates fall, thereby reducing the value of the Portfolio’s investment. If interest rates rise, less of the debt may be prepaid and the Portfolio may lose money because the Portfolio may be unable to invest in higher yielding assets. The Portfolio is subject to interest-rate risk and can lose principal value when interest rates rise. Bonds are also subject to credit risk, in which the bond issuer may fail to pay interest and principal in a timely manner.

(J) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

17

Notes to Financial Statements (continued)

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. NYL Investors LLC ("NYL Investors" or ''Subadvisor''), a registered investment adviser and a direct, wholly-owned subsidiary of New York Life, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and NYL Investors, New York Life Investments pays for the services of the Subadvisor.

The Fund, on behalf of the Portfolio, pays New York Life Investments in its capacity as the Portfolio’s investment manager and administrator, pursuant to the Management Agreement, a monthly fee for the services performed and the facilities furnished at an annual rate of 0.40% up to $500 million; 0.35% from $500 million to $1 billion; and 0.30% in excess of $1 billion.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that total annual operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and acquired (underlying) fund fees and expenses) of Initial Class shares do not exceed 0.28% of average daily net assets. This agreement will remain in effect until May 1, 2024 and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board. During the year ended December 31, 2023, the effective management fee rate was 0.38%.

New York Life Investments may voluntarily waive fees or reimburse expenses of the Fund to the extent it deems appropriate to enhance the yield of the Fund’s during periods when expenses have a significant impact on the yield of the Fund, as applicable, because of low interest rates. This expense limitation policy is voluntary and in addition to any contractual arrangements that may be in place with respect to the Fund and described in the Fund’s prospectus.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $3,354,484 and paid the Subadvisor in the amount of $1,144,449. Additionally, New York Life Investments reimbursed expenses in the amount of $1,065,586, without which the Portfolio's total returns would have been lower.

JPMorgan Chase Bank, N.A. ("JPMorgan") provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

Note 4-Federal Income Tax

The amortized cost also represents the aggregate cost for federal income tax purposes.

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$14,884	$(3,690)	$—	$—	$11,194

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $3,690, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$4	$—

The Portfolio utilized $10,901 of capital loss carryforwards during the year ended December 31, 2023.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$42,041,305	$11,150,567

 

18 MainStay VP U.S. Government Money Market Portfolio

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class (at $1 per share)	Shares
Year ended December 31, 2023:
Shares sold	819,231,716
Shares issued to shareholders in reinvestment of distributions	42,038,318
Shares redeemed	(600,952,109)
Net increase (decrease)	260,317,925
Year ended December 31, 2022:
Shares sold	766,984,622
Shares issued to shareholders in reinvestment of distributions	11,149,452
Shares redeemed	(550,853,367)
Net increase (decrease)	227,280,707

Note 7–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

On July 12, 2023, the SEC adopted certain amendments to the regulatory requirements for money market funds, including the Portfolio. In particular, the SEC, among other things, amended Rule 2a-7 under the 1940 Act to remove the ability of a money market fund to impose a redemption gate (except as part of a liquidation), while preserving the discretion to impose liquidity fees for non-government money market funds, such as the Portfolio (without regard to weekly liquid asset levels). Prior to these amendments, the Portfolio was permitted to impose a liquidity fee and/or redemption gate if the Portfolio invested less than 30% of its total assets in weekly liquid assets. The Portfolio is no longer permitted to temporarily impose a redemption gate, except as part of its liquidation, and the Portfolio may subject redemptions to a liquidity fee of up to 2% without regard to the Portfolio's level of weekly liquid assets if the Portfolio's Board of Trustees believes such fee to be in the best interest of the Portfolio.

Note 8–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

19

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP U.S. Government Money Market Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP U.S. Government Money Market Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

20 MainStay VP U.S. Government Money Market Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP U.S. Government Money Market Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and NYL Investors LLC (“NYL Investors”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and NYL Investors in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and NYL Investors in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or NYL Investors that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, NYL Investors personnel.  In addition, the Board took into

account other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels and share purchase and redemption activity, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and NYL Investors; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and NYL Investors; (iii) the costs of the services provided, and profits realized, by New York Life Investments and NYL Investors with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

21

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and NYL Investors.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and NYL Investors resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and NYL Investors

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by NYL Investors, evaluating the performance of NYL Investors, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of NYL Investors and ongoing analysis of, and interactions with, NYL Investors with respect to, among other things, the Portfolio’s investment performance and risks as well as NYL Investors’ investment capabilities and subadvisory services with respect to the Portfolio. 

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that NYL Investors provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated NYL Investors’ experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and NYL Investors’ track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at NYL Investors.  The Board considered New York Life Investments’ and NYL Investors’ overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and NYL Investors and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered NYL Investors’ ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and NYL Investors regarding their respective business continuity and disaster recovery plans. 

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

 

22 MainStay VP U.S. Government Money Market Portfolio

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of NYL Investors and the members of the Board’s Investment Committee, which generally occur on an annual basis.  

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and NYL Investors

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates, including NYL Investors, due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  Because NYL Investors is an affiliate of New York Life Investments whose subadvisory fee is paid by New York Life Investments, not the Portfolio, the Board considered cost and profitability information for New York Life Investments and NYL Investors in the aggregate.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and NYL Investors, and profitability of New York Life Investments and its affiliates, including NYL Investors due to their relationships with the Portfolio, the Board considered, among other

factors, New York Life Investments’ and its affiliates’, including NYL Investors’, continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and NYL Investors and acknowledged that New York Life Investments and NYL Investors must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and NYL Investors to continue to provide high-quality services to the Portfolio. The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, including NYL Investors, due to their relationships with the Portfolio, including reputational and other indirect benefits.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates, including NYL Investors, due to their relationships with

23

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

the Portfolio were not excessive and other expected benefits that may accrue to New York Life Investments and its affiliates, including NYL Investors, are reasonable.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to NYL Investors is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and NYL Investors on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints, voluntary waivers and expense limitation arrangements on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the

mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

 

24 MainStay VP U.S. Government Money Market Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file a Form N-MFP every month disclosing its portfolio holdings. The Portfolio's Form N-MFP is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

25

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

26 MainStay VP U.S. Government Money Market Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

27

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

28 MainStay VP U.S. Government Money Market Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

29

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015536 MSVPUSGMM11-02/24

(NYLIAC) NI510

MainStay VP MacKay Convertible Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	9
Portfolio of Investments	11
Financial Statements	16
Notes to Financial Statements	21
Report of Independent Registered Public Accounting Firm	28
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	29
Proxy Voting Policies and Procedures and Proxy Voting Record	33
Shareholder Reports and Quarterly Portfolio Disclosure	33
Board of Trustees and Officers	34

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

MainStay VP MacKay Convertible Portfolio

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date	One Year	Five Years	Ten Years or Since Inception	Gross Expense Ratio1
Initial Class Shares	10/1/1996	8.85%	11.59%	8.50%	0.57%
Service Class Shares	6/5/2003	8.58	11.31	8.23	0.82
Service 2 Class Shares	4/26/2016	8.47	11.20	9.67	0.92

1. The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

5

Benchmark Performance*	One Year	Five Years	Ten Years
ICE BofA U.S. Convertible Index1	12.87%	11.93%	8.90%
Morningstar Convertibles Category Average2	8.97	9.88	7.21

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The ICE BofA U.S. Convertible Index is the Portfolio’s primary broad–based securities market index for comparison purposes. The ICE BofA U.S. Convertible Index is a market-capitalization weighted index of domestic corporate convertible securities. In order to be included in this Index, bonds and preferred stocks must be convertible only to common stock.
2.	The Morningstar Convertibles Category Average is representative of funds that are designed to offer some of the capital-appreciation potential of stock portfolios while also supplying some of the safety and yield of bond portfolios. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

6 MainStay VP MacKay Convertible Portfolio

Cost in Dollars of a $1,000 Investment in MainStay VP MacKay Convertible Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,027.90	$2.91	$1,022.33	$2.91	0.57%
Service Class Shares	$1,000.00	$1,026.60	$4.19	$1,021.07	$4.18	0.82%
Service 2 Class Shares	$1,000.00	$1,026.10	$4.70	$1,020.57	$4.69	0.92%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

7

Portfolio Composition as of December 31, 2023 (Unaudited)

See Portfolio of Investments beginning on page 11 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Nice Ltd., (zero coupon), due 9/15/25
2.	BioMarin Pharmaceutical, Inc., 1.25%, due 5/15/27
3.	Microchip Technology, Inc., 0.125%, due 11/15/24
4.	NRG Energy, Inc., 2.75%, due 6/1/48
5.	Pioneer Natural Resources Co., 0.25%, due 5/15/25

6.	Palo Alto Networks, Inc., 0.375%, due 6/1/25
7.	Ford Motor Co., (zero coupon), due 3/15/26
8.	Exact Sciences Corp., 0.375%, due 3/1/28
9.	Southwest Airlines Co., 1.25%, due 5/1/25
10.	Lantheus Holdings, Inc., 2.625%, due 12/15/27

8 MainStay VP MacKay Convertible Portfolio

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio manager Edward Silverstein, CFA, of MacKay Shields LLC, the Portfolio’s Subadvisor.

How did MainStay VP MacKay Convertible Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP MacKay Convertible Portfolio returned 8.85% for Initial Class shares, 8.58% for Service Class shares and 8.47% for Service 2 Class shares. Over the same period, all share classes underperformed the 12.87% return of the ICE BofA U.S. Convertible Index (“the Index”), which is the Portfolio’s benchmark, and the 8.97% return of the Morningstar Convertibles Category Average.¹

During the reporting period, were there any market events that materially impacted the Portfolio’s performance or liquidity?

The reporting period was characterized by consistent gains in the U.S. convertible market. Convertible performance is highly correlated to the performance of the equities of the issuers of convertible securities. Equity performance was sharply higher during the reporting period, with the S&P 500^® Index, a widely regarded benchmark of large-cap equity performance, up over 26.29%. However, the more broadly based Russell 2000 Index was up 16.93%, as the performance of the S&P 500^® Index was heavily influenced by outsized returns produced by seven of its largest constituents: Apple, Amazon.com, Alphabet, Microsoft, Meta Platforms, NVIDIA and Tesla. None of these securities are represented in the Russell 2000 Index or the ICE BofA U.S. Convertible Index, which is why convertible performance, while positive, proved disappointing relative to the S&P 500^® Index. There were no market events that materially impacted the Portfolio during the reporting period.

What factors affected the Portfolio’s relative performance during the reporting period?

The Portfolio underperformed the Index during the reporting period due to the Portfolio’s relatively underweight exposure to the consumer discretionary and information technology sectors, particularly to several issuers within those sectors that substantially added to Index performance. In addition, the Portfolio’s cash holdings were a drag on results, given the positive Index performance.

During the reporting period, which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

During the reporting period, underweight allocation to, and security selection in, the utility sector made the strongest contribution to performance relative to the Index. (Contributions take weightings and total returns into account.) Overweight allocation to, and security selection in, the energy sector also

contributed positively. The Portfolio’s underweight exposure to the consumer discretionary and information technology sectors had the most significant negative impact on relative performance. Underweight exposure to, and selection in, health care also detracted.

During the reporting period, which individual securities made the strongest positive contributions to the Portfolio’s absolute performance, and which stocks detracted the most?

The three strongest contributors to the Portfolio’s absolute performance included the common shares of Weatherford International, the convertible bonds of Permian Resources and NRG Energy. Weatherford and Permian are energy related. The common shares of Weatherford International were received by the Fund as part of a reorganization in 2019. The shares rose during the reporting period as the company reported several consecutive quarterly earnings that exceeded analyst expectations. The convertible bonds of exploration and production company Permian Resources also rose during the reporting period, despite the price of crude oil falling slightly during the same period. Permian announced and consummated several acquisitions during the reporting period that were accretive to earnings and cash flow. The convertible bonds of Texas-based utility company NRG performed well because an activist investor pushed the company to maximize shareholder value by prioritizing free cash flow.

The Portfolio’s three worst performers during the reporting period were the convertible bonds of health insurer Elevance Health, Southwest Airlines and BioMarin Pharmaceuticals. All three holdings declined in value. The convertible bonds of Elevance fell despite the company reporting inline or slightly better-than-expected earnings. The decline in Elevance bonds may have been due to investor fear that demand for medical care, deferred during the pandemic, would increase, weighing on the profitability of medical insurers such as Elevance. Southwest convertible bonds underperformed due to series of issues facing the company, including the Christmas 2022 weather fiascos, which led to thousands of flight cancellations, plus big increases in costs from new union contacts. Biomarin received approval for a new treatment for hemophilia, but issues with government reimbursement kept the drug from being sold. In addition, most patients and doctors appeared satisfied with therapies already available.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio made several significant purchases in the health care and consumer discretionary sectors during the reporting period. Within health care, the Portfolio brought two initial public offerings of bonds from medical device manufacturer Integer

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

9

Holdings and biotechnology company TransMedics Group. The portfolio also added to its position in medical imaging agent manufacturer Lantheus Holdings. Both Integer and Lantheus generate significant free cash flow and sell for reasonable valuations. TransMedics appears to have a novel method for storing human organs prior to transplantation, and we believe the company should see strong sales and earnings growth in the coming years. Within the consumer discretionary sector, the Portfolio again purchased a position in cruise operator Carnival, and added to the holdings of entertainment company Live Nation. We purchased the Carnival position as we believe the company no longer faced the risk of insolvency. In addition, Carnival’s convertible bonds have a high coupon, and offer downside protection and upside participation with the company’s common shares. We added to the Portfolio’s holdings of Live Nation as the company generates a great deal of free cash flow, and its common shares were trading at an attractive valuation.

Several large holdings left the Portfolio after they either matured or were called by the issuer. These included semiconductor company Silicon Laboratories and health insurer Elevance Health. Additionally, the preferred shares of testing and diagnostics company Danaher converted and we trimmed back our position. In addition, we cut the Portfolio’s exposure to the energy sector by trimming holdings of oil & gas exploration & production companies EQT and Pioneer Natural Resources. Lastly, we sold the Portfolio’s holdings of satellite television company DISH Network, as we were concerned about the company’s ability to refinance its large debt load and meet capital spending requirements.

How did the Portfolio’s sector weightings change during the reporting period?

There were no material changes to positioning during the reporting period. The Portfolio increased its exposure to the industrials, consumer discretionary and health care sectors. Conversely, the Portfolio decreased its exposure to the energy sector and, to a lesser degree, information technology.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held overweight exposure relative to the Index in the health care, energy and consumer staples sectors. As of the same date, the Portfolio held underweight exposure in financials, information technology and utilities. 

The opinions expressed are those of the portfolio manager as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

10 MainStay VP MacKay Convertible Portfolio

Portfolio of Investments December 31, 2023^{†^}

	Principal Amount	Value
Long-Term Bonds 1.1%
Corporate Bonds 1.1%
Biotechnology 0.5%
Bridgebio Pharma, Inc.
2.50%, due 3/15/27	$     6,895,000	$     8,346,398
Hotels, Restaurants & Leisure 0.6%
NCL Corp. Ltd.
5.375%, due 8/1/25	8,205,000	10,527,015
Total Corporate Bonds (Cost $16,869,030)		18,873,413
Total Long-Term Bonds (Cost $16,869,030)		18,873,413
Convertible Securities 89.8%
Convertible Bonds 84.9%
Automobile Components 1.1%
Patrick Industries, Inc.
1.75%, due 12/1/28	17,313,000	19,736,820
Automobiles 2.8%
Ford Motor Co.
(zero coupon), due 3/15/26	32,843,000	32,843,000
Rivian Automotive, Inc.
4.625%, due 3/15/29 (a)	11,411,000	16,078,099
		48,921,099
Beverages 1.4%
MGP Ingredients, Inc.
1.875%, due 11/15/41	20,955,000	24,517,350
Biotechnology 7.0%
Alnylam Pharmaceuticals, Inc.
1.00%, due 9/15/27	5,744,000	5,672,200
BioMarin Pharmaceutical, Inc.
1.25%, due 5/15/27 (b)	37,741,000	38,944,938
Exact Sciences Corp.
0.375%, due 3/1/28	34,798,000	32,710,120
Halozyme Therapeutics, Inc.
1.00%, due 8/15/28	18,801,000	17,513,131
Ionis Pharmaceuticals, Inc.
(zero coupon), due 4/1/26	13,035,000	13,777,995
Mirum Pharmaceuticals, Inc.
4.00%, due 5/1/29 (a)	10,839,000	13,223,580
		121,841,964

	Principal Amount	Value
Broadline Retail 1.2%
Etsy, Inc.
0.25%, due 6/15/28	$    26,578,000	$    21,344,792
Commercial Services & Supplies 1.3%
Tetra Tech, Inc.
2.25%, due 8/15/28 (a)	21,270,000	22,399,437
Communications Equipment 2.4%
Infinera Corp.
2.50%, due 3/1/27	4,490,000	4,120,914
Lumentum Holdings, Inc.
0.50%, due 12/15/26	26,640,000	23,869,440
Viavi Solutions, Inc.
1.00%, due 3/1/24	14,133,000	13,868,006
		41,858,360
Consumer Staples Distribution & Retail 0.7%
Chefs' Warehouse, Inc. (The)
2.375%, due 12/15/28	11,991,000	11,442,016
Electric Utilities 3.4%
NRG Energy, Inc.
2.75%, due 6/1/48	29,752,000	38,380,080
PG&E Corp.
4.25%, due 12/1/27 (a)	19,748,000	20,794,644
		59,174,724
Electrical Equipment 0.5%
Array Technologies, Inc.
1.00%, due 12/1/28	8,045,000	7,942,426
Electronic Equipment, Instruments & Components 0.7%
Advanced Energy Industries, Inc.
2.50%, due 9/15/28 (a)	11,024,000	11,657,880
Energy Equipment & Services 1.5%
Oil States International, Inc.
4.75%, due 4/1/26	26,829,000	26,863,878
Entertainment 2.9%
Liberty Media Corp.
2.25%, due 8/15/27	14,461,000	14,741,931
3.75%, due 3/15/28 (a)	14,595,000	17,492,107
Live Nation Entertainment, Inc.
3.125%, due 1/15/29 (a)(b)	16,943,000	19,282,828
		51,516,866

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Convertible Bonds (continued)
Financial Services 2.8%
Block, Inc.
0.125%, due 3/1/25	$    20,457,000	$    20,086,728
Euronet Worldwide, Inc.
0.75%, due 3/15/49	11,685,000	11,042,325
Shift4 Payments, Inc.
(zero coupon), due 12/15/25	15,202,000	16,941,109
		48,070,162
Food Products 0.9%
Post Holdings, Inc.
2.50%, due 8/15/27	15,651,000	15,893,591
Ground Transportation 1.2%
Uber Technologies, Inc.
Series 2028
0.875%, due 12/1/28 (a)	18,821,000	20,561,942
Health Care Equipment & Supplies 11.7%
CONMED Corp.
2.25%, due 6/15/27	24,108,000	24,214,075
Dexcom, Inc.
0.25%, due 11/15/25	16,942,000	17,772,158
Envista Holdings Corp.
1.75%, due 8/15/28 (a)	14,683,000	13,434,945
Haemonetics Corp.
(zero coupon), due 3/1/26	9,354,000	8,371,830
Integer Holdings Corp.
2.125%, due 2/15/28 (a)	18,837,000	24,130,197
Integra LifeSciences Holdings Corp.
0.50%, due 8/15/25	8,831,000	8,336,464
Lantheus Holdings, Inc.
2.625%, due 12/15/27	25,213,000	28,379,753
Merit Medical Systems, Inc.
3.00%, due 2/1/29 (a)	19,757,000	21,959,905
NuVasive, Inc.
0.375%, due 3/15/25	12,958,000	11,953,755
Omnicell, Inc.
0.25%, due 9/15/25	10,024,000	9,240,875
Shockwave Medical, Inc.
1.00%, due 8/15/28 (a)	14,655,000	14,339,918
TransMedics Group, Inc.
1.50%, due 6/1/28 (a)	20,422,000	23,154,464
		205,288,339
Health Care Technology 0.6%
Teladoc Health, Inc.
1.25%, due 6/1/27	12,551,000	10,378,422

	Principal Amount	Value
Hotel & Resort REITs 1.0%
Pebblebrook Hotel Trust
1.75%, due 12/15/26	$     5,863,000	$     5,250,903
Summit Hotel Properties, Inc.
1.50%, due 2/15/26	13,238,000	11,801,677
		17,052,580
Hotels, Restaurants & Leisure 5.3%
Booking Holdings, Inc.
0.75%, due 5/1/25	11,000,000	20,776,800
Carnival Corp.
5.75%, due 12/1/27	10,962,000	18,043,452
Cheesecake Factory, Inc. (The)
0.375%, due 6/15/26	9,488,000	8,230,840
Expedia Group, Inc.
(zero coupon), due 2/15/26	2,758,000	2,621,479
Marriott Vacations Worldwide Corp.
(zero coupon), due 1/15/26	3,060,000	2,701,980
NCL Corp. Ltd.
6.00%, due 5/15/24	1,756,000	2,650,506
Royal Caribbean Cruises Ltd.
6.00%, due 8/15/25	3,850,000	10,267,950
Sabre GLBL, Inc.
4.00%, due 4/15/25	1,185,000	1,168,766
Vail Resorts, Inc.
(zero coupon), due 1/1/26	30,094,000	26,915,321
		93,377,094
Interactive Media & Services 1.9%
Match Group Financeco 2, Inc.
0.875%, due 6/15/26 (a)	13,160,000	11,901,904
Snap, Inc.
(zero coupon), due 5/1/27	10,555,000	8,484,109
0.125%, due 3/1/28	12,850,000	10,112,950
Ziff Davis, Inc.
1.75%, due 11/1/26	3,285,000	3,120,750
		33,619,713
IT Services 2.4%
Akamai Technologies, Inc.
0.375%, due 9/1/27	18,297,000	20,465,194
MongoDB, Inc.
0.25%, due 1/15/26	7,540,000	14,919,775
Okta, Inc.
0.125%, due 9/1/25	7,194,000	6,658,047
		42,043,016
Machinery 0.5%
Greenbrier Cos., Inc. (The)
2.875%, due 4/15/28	9,472,000	9,339,392

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP MacKay Convertible Portfolio

	Principal Amount	Value
Convertible Bonds (continued)
Media 0.6%
Liberty Broadband Corp.
3.125%, due 3/31/53 (a)	$     9,771,000	$     9,703,580
Oil, Gas & Consumable Fuels 4.8%
EQT Corp.
1.75%, due 5/1/26	7,385,000	19,639,669
Northern Oil and Gas, Inc.
3.625%, due 4/15/29	6,828,000	8,084,352
Permian Resources Operating LLC
3.25%, due 4/1/28	7,534,000	17,530,865
Pioneer Natural Resources Co.
0.25%, due 5/15/25	15,534,000	37,825,290
		83,080,176
Passenger Airlines 2.1%
American Airlines Group, Inc.
6.50%, due 7/1/25	6,895,000	7,670,688
Southwest Airlines Co.
1.25%, due 5/1/25	29,005,000	29,418,321
		37,089,009
Pharmaceuticals 2.2%
Amphastar Pharmaceuticals, Inc.
2.00%, due 3/15/29 (a)	18,758,000	22,837,865
Pacira BioSciences, Inc.
0.75%, due 8/1/25	17,427,000	16,152,651
		38,990,516
Professional Services 0.2%
Parsons Corp.
0.25%, due 8/15/25	2,878,000	4,131,369
Real Estate Management & Development 1.1%
Zillow Group, Inc.
2.75%, due 5/15/25	17,202,000	18,987,568
Semiconductors & Semiconductor Equipment 5.7%
Enphase Energy, Inc.
(zero coupon), due 3/1/26	16,664,000	15,264,224
Impinj, Inc.
1.125%, due 5/15/27	4,870,000	5,326,806
Microchip Technology, Inc.
0.125%, due 11/15/24 (b)	35,083,000	38,503,592
ON Semiconductor Corp.
0.50%, due 3/1/29 (a)	24,345,000	25,988,287

	Principal Amount	Value
Semiconductors & Semiconductor Equipment (continued)
SolarEdge Technologies, Inc.
(zero coupon), due 9/15/25	$     8,449,000	$     7,725,766
Wolfspeed, Inc.
0.25%, due 2/15/28 (b)	9,771,000	6,629,624
1.875%, due 12/1/29	1,000	685
		99,438,984
Software 11.2%
Bentley Systems, Inc.
0.125%, due 1/15/26	3,445,000	3,421,230
BILL Holdings, Inc.
(zero coupon), due 12/1/25	5,190,000	4,894,170
Datadog, Inc.
0.125%, due 6/15/25	10,168,000	14,245,368
Dropbox, Inc.
(zero coupon), due 3/1/28	12,063,000	12,198,709
Envestnet, Inc.
2.625%, due 12/1/27	14,965,000	14,834,056
InterDigital, Inc.
2.00%, due 6/1/24	2,860,000	3,857,425
Model N, Inc.
1.875%, due 3/15/28 (a)	11,215,000	10,464,716
Nice Ltd.
(zero coupon), due 9/15/25	48,248,000	45,883,848
Palo Alto Networks, Inc.
0.375%, due 6/1/25	11,770,000	34,933,360
Q2 Holdings, Inc.
0.75%, due 6/1/26	2,800,000	2,558,640
Rapid7, Inc.
1.25%, due 3/15/29 (a)	6,375,000	7,116,412
Splunk, Inc.
1.125%, due 9/15/25	17,442,000	19,255,968
Workiva, Inc.
1.25%, due 8/15/28 (a)	8,290,000	8,401,915
Zscaler, Inc.
0.125%, due 7/1/25	9,088,000	13,818,304
		195,884,121
Specialty Retail 0.7%
Burlington Stores, Inc.
1.25%, due 12/15/27 (a)	10,100,000	11,418,050
Technology Hardware, Storage & Peripherals 1.1%
Seagate HDD Cayman
3.50%, due 6/1/28 (a)	4,885,000	5,918,178

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Convertible Bonds (continued)
Technology Hardware, Storage & Peripherals (continued)
Western Digital Corp.
1.50%, due 2/1/24 (c)	$     4,634,000	$     4,638,634
3.00%, due 11/15/28 (a)	7,380,000	9,044,190
		19,601,002
Total Convertible Bonds (Cost $1,456,680,810)		1,483,166,238
	Shares
Convertible Preferred Stocks 4.9%
Banks 1.6%
Bank of America Corp.
Series L
7.25% (d)	11,636	14,024,638
Wells Fargo & Co.
Series L
7.50% (d)	12,264	14,663,084
		28,687,722
Electric Utilities 1.0%
NextEra Energy, Inc.
6.926%	480,000	18,297,600
Financial Services 1.0%
Apollo Global Management, Inc.
6.75%	308,350	17,387,856
Independent Power and Renewable Electricity Producers 0.7%
AES Corp. (The)
6.875%	150,600	11,457,648
Machinery 0.6%
Chart Industries, Inc.
Series B
6.75%	172,700	9,598,666
Total Convertible Preferred Stocks (Cost $93,600,217)		85,429,492
Total Convertible Securities (Cost $1,550,281,027)		1,568,595,730
Common Stocks 1.3%
Life Sciences Tools & Services 1.0%
Danaher Corp.	76,813	17,769,919

	Shares	Value
Oil, Gas & Consumable Fuels 0.3%
Kosmos Energy Ltd.  (e)	772,131	$     5,180,999
Total Common Stocks (Cost $24,614,987)		22,950,918
Short-Term Investments 10.8%
Affiliated Investment Company 7.6%
MainStay U.S. Government Liquidity Fund, 5.235% (f)(g)	133,028,844	133,028,844
Unaffiliated Investment Companies 3.2%
BlackRock Liquidity FedFund, 5.374% (g)(h)	10,000,000	10,000,000
Dreyfus Treasury Obligations Cash Management Fund, 5.40% (g)(h)	8,610,264	8,610,264
Fidelity Government Portfolio, 5.356% (g)(h)	10,000,000	10,000,000
Goldman Sachs Financial Square Government Fund, 5.351% (g)(h)	10,000,000	10,000,000
Invesco Government & Agency Portfolio, 5.361% (g)(h)	4,394,609	4,394,609
Morgan Stanley Institutional Liquidity Fund Government Portfolio, 5.363% (g)(h)	7,000,000	7,000,000
RBC U.S. Government Money Market Fund, 5.293% (g)(h)	1,000,000	1,000,000
State Street Institutional U.S. Government Money Market Fund, 5.379% (g)(h)	5,505,068	5,505,068
		56,509,941
Total Short-Term Investments (Cost $189,538,785)		189,538,785
Total Investments (Cost $1,781,303,829)	103.0%	1,799,958,846
Other Assets, Less Liabilities	(3.0)	(52,844,020)
Net Assets	100.0%	$ 1,747,114,826

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.

(a)	May be sold to institutional investors only under Rule 144A or securities offered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $55,262,886. The Portfolio received cash collateral with a value of $56,509,941. (See Note 2(G))
(c)	Step coupon—Rate shown was the rate in effect as of December 31, 2023.

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP MacKay Convertible Portfolio

(d)	Security is perpetual and, thus, does not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.
(e)	Non-income producing security.
(f)	As of December 31, 2023, the Portfolio's ownership exceeds 5% of the outstanding shares of the Underlying Portfolio's share class.
(g)	Current yield as of December 31, 2023.
(h)	Represents a security purchased with cash collateral received for securities on loan.

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 87,784	$ 480,040	$ (434,795)	$ —	$ —	$ 133,029	$ 6,611	$ —	133,029

Abbreviation(s):

REIT—Real Estate Investment Trust

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Long-Term Bonds
Corporate Bonds	$  —	$  18,873,413	$ —	$  18,873,413
Total Corporate Bonds	—	18,873,413	—	18,873,413
Convertible Securities
Convertible Bonds	—	1,483,166,238	—	1,483,166,238
Convertible Preferred Stocks	85,429,492	—	—	85,429,492
Total Convertible Securities	85,429,492	1,483,166,238	—	1,568,595,730
Common Stocks	22,950,918	—	—	22,950,918
Short-Term Investments
Affiliated Investment Company	133,028,844	—	—	133,028,844
Unaffiliated Investment Companies	56,509,941	—	—	56,509,941
Total Short-Term Investments	189,538,785	—	—	189,538,785
Total Investments in Securities	$  297,919,195	$  1,502,039,651	$ —	$ 1,799,958,846

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $1,648,274,985) including securities on loan of $55,262,886	$1,666,930,002
Investment in affiliated investment companies, at value (identified cost $133,028,844)	133,028,844
Cash	76,336
Receivables:
Dividends and interest	5,058,601
Portfolio shares sold	342,267
Securities lending	153,120
Other assets	9,465
Total assets	1,805,598,635
Liabilities
Cash collateral received for securities on loan	56,509,941
Payables:
Portfolio shares redeemed	893,821
Manager (See Note 3)	796,607
NYLIFE Distributors (See Note 3)	192,461
Professional fees	48,572
Shareholder communication	20,070
Custodian	14,535
Accrued expenses	7,802
Total liabilities	58,483,809
Net assets	$1,747,114,826
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 118,489
Additional paid-in-capital	1,679,991,510
	1,680,109,999
Total distributable earnings (loss)	67,004,827
Net assets	$1,747,114,826

Initial Class
Net assets applicable to outstanding shares	$833,552,659
Shares of beneficial interest outstanding	56,160,743
Net asset value per share outstanding	$ 14.84
Service Class
Net assets applicable to outstanding shares	$905,662,582
Shares of beneficial interest outstanding	61,788,902
Net asset value per share outstanding	$ 14.66
Service 2 Class
Net assets applicable to outstanding shares	$ 7,899,585
Shares of beneficial interest outstanding	538,876
Net asset value and offering price per share outstanding	$ 14.66

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP MacKay Convertible Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Interest	$ 17,815,926
Dividends-unaffiliated	6,624,788
Dividends-affiliated	6,610,636
Securities lending, net	1,867,424
Total income	32,918,774
Expenses
Manager (See Note 3)	9,262,503
Distribution/Service—Service Class (See Note 3)	2,228,740
Distribution/Service—Service 2 Class (See Note 3)	18,456
Professional fees	180,481
Shareholder communication	99,075
Trustees	43,982
Custodian	29,293
Shareholder service (See Note 3)	7,383
Miscellaneous	62,537
Total expenses	11,932,450
Net investment income (loss)	20,986,324
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on unaffiliated investments	67,703,508
Net change in unrealized appreciation (depreciation) on unaffiliated investments	53,359,581
Net realized and unrealized gain (loss)	121,063,089
Net increase (decrease) in net assets resulting from operations	$142,049,413

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 20,986,324	$ 12,372,739
Net realized gain (loss)	67,703,508	(1,458,820)
Net change in unrealized appreciation (depreciation)	53,359,581	(272,476,633)
Net increase (decrease) in net assets resulting from operations	142,049,413	(261,562,714)
Distributions to shareholders:
Initial Class	(17,237,211)	(119,474,150)
Service Class	(17,118,342)	(135,597,007)
Service 2 Class	(130,346)	(1,046,632)
Total distributions to shareholders	(34,485,899)	(256,117,789)
Capital share transactions:
Net proceeds from sales of shares	106,654,993	113,733,843
Net asset value of shares issued to shareholders in reinvestment of distributions	34,485,899	256,117,789
Cost of shares redeemed	(163,442,197)	(275,440,951)
Increase (decrease) in net assets derived from capital share transactions	(22,301,305)	94,410,681
Net increase (decrease) in net assets	85,262,209	(423,269,822)
Net Assets
Beginning of year	1,661,852,617	2,085,122,439
End of year	$1,747,114,826	$1,661,852,617

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP MacKay Convertible Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 13.93	$ 18.68	$ 18.17	$ 13.60	$ 12.31
Net investment income (loss) (a)	0.19	0.13	0.10	0.10	0.13
Net realized and unrealized gain (loss)	1.03	(2.49)	1.56	4.74	2.56
Total from investment operations	1.22	(2.36)	1.66	4.84	2.69
Less distributions:
From net investment income	(0.31)	(0.55)	(0.22)	(0.11)	(0.20)
From net realized gain on investments	—	(1.84)	(0.93)	(0.16)	(1.20)
Total distributions	(0.31)	(2.39)	(1.15)	(0.27)	(1.40)
Net asset value at end of year	$ 14.84	$ 13.93	$ 18.68	$ 18.17	$ 13.60
Total investment return (b)	8.85%	(12.67)%	9.25%	36.04%	22.46%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.37%	0.82%	0.51%	0.70%	0.94%
Net expenses (c)	0.57%	0.57%	0.56%	0.61%	0.61%
Portfolio turnover rate	38%	14%	41%	49%	26%
Net assets at end of year (in 000's)	$ 833,553	$ 782,970	$ 946,696	$ 370,733	$ 202,104

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 13.76	$ 18.48	$ 17.99	$ 13.47	$ 12.21
Net investment income (loss) (a)	0.16	0.09	0.05	0.06	0.09
Net realized and unrealized gain (loss)	1.01	(2.46)	1.54	4.69	2.53
Total from investment operations	1.17	(2.37)	1.59	4.75	2.62
Less distributions:
From net investment income	(0.27)	(0.51)	(0.17)	(0.07)	(0.16)
From net realized gain on investments	—	(1.84)	(0.93)	(0.16)	(1.20)
Total distributions	(0.27)	(2.35)	(1.10)	(0.23)	(1.36)
Net asset value at end of year	$ 14.66	$ 13.76	$ 18.48	$ 17.99	$ 13.47
Total investment return (b)	8.58%	(12.89)%	8.98%	35.70%	22.15%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.12%	0.57%	0.25%	0.44%	0.69%
Net expenses (c)	0.82%	0.82%	0.81%	0.86%	0.86%
Portfolio turnover rate	38%	14%	41%	49%	26%
Net assets at end of year (in 000's)	$ 905,663	$ 872,109	$ 1,129,151	$ 982,863	$ 752,670

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

19

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Service Class 2	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 13.76	$ 18.48	$ 18.00	$ 13.47	$ 12.21
Net investment income (loss) (a)	0.14	0.08	0.03	0.05	0.08
Net realized and unrealized gain (loss)	1.02	(2.47)	1.53	4.70	2.53
Total from investment operations	1.16	(2.39)	1.56	4.75	2.61
Less distributions:
From net investment income	(0.26)	(0.49)	(0.15)	(0.06)	(0.15)
From net realized gain on investments	—	(1.84)	(0.93)	(0.16)	(1.20)
Total distributions	(0.26)	(2.33)	(1.08)	(0.22)	(1.35)
Net asset value at end of year	$ 14.66	$ 13.76	$ 18.48	$ 18.00	$ 13.47
Total investment return (b)	8.47%	(12.97)%	8.87%	35.57%	22.03%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.02%	0.47%	0.16%	0.32%	0.56%
Net expenses (c)	0.92%	0.92%	0.91%	0.96%	0.96%
Portfolio turnover rate	38%	14%	41%	49%	26%
Net assets at end of year (in 000's)	$ 7,900	$ 6,774	$ 9,275	$ 8,196	$ 6,555

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

20 MainStay VP MacKay Convertible Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP MacKay Convertible Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Service 2 Class shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by participating insurance companies. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	October 1, 1996
Service Class	June 5, 2003
Service 2 Class	April 26, 2016

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, each of Service Class and Service 2 Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to such Class's shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class and Service 2 Class shares.

The Portfolio's investment objective is to seek capital appreciation together with current income.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation

 

21

Notes to Financial Statements (continued)

Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Benchmark yields	• Reported trades
• Broker/dealer quotes	• Issuer spreads
• Two-sided markets	• Benchmark securities
• Bids/offers	• Reference data (corporate actions or material event notices)
• Industry and economic events	• Comparable bonds
• Monthly payment information

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Certain convertible preferred stocks may be valued utilizing evaluated prices based on market inputs obtained from the pricing vendor and are generally categorized as Level 2 in the hierarchy.

 

22 MainStay VP MacKay Convertible Portfolio

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Debt securities (other than convertible and municipal bonds) are valued at the evaluated bid prices (evaluated mean prices in the case of convertible and municipal bonds) supplied by a pricing agent or broker selected by the Valuation Designee, in consultation with the Subadvisor. The evaluations are market-based measurements processed through a pricing application and represents the pricing agent’s good faith determination as to what a holder may receive in an orderly transaction under market conditions. The rules-based logic utilizes valuation techniques that reflect participants’ assumptions and vary by asset class and per methodology, maximizing the use of relevant observable data including quoted prices for similar assets, benchmark yield curves and market corroborated inputs. The evaluated bid or mean prices are deemed by the Valuation Designee, in consultation with the Subadvisor, to be representative of market values at the regular close of trading of the Exchange on each valuation date. Debt securities purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date. Debt securities, including corporate bonds, U.S. government and federal agency bonds, municipal bonds, foreign bonds, convertible bonds, asset-backed securities and mortgage-backed securities are generally categorized as Level 2 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies

and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income, if any, at least quarterly and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital. Discounts and premiums on securities purchased for the Portfolio are accreted and amortized, respectively, on the effective interest rate method. Premium associated with the conversion feature on a convertible bond is not amortized.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

The Portfolio may place a debt security on non-accrual status and reduce related interest income by ceasing current accruals and writing off all or a portion of any interest receivables when the collection of all or a portion of such interest has become doubtful. A debt security is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses

23

Notes to Financial Statements (continued)

can be made. Expenses (other than fees incurred under the distribution and service plans and shareholder service plans, further discussed in Note 3(B), which are charged directly to the Service Class and Service 2 Class shares, as applicable) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(H) Debt and Convertible Securities Risk.  The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region. Debt securities are also subject to the risks associated with changes in interest rates.

Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon the performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments.

(I) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. MacKay Shields LLC ("MacKay Shields" or the "Subadvisor"), a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of an Amended and Restated Subadvisory Agreement between New York Life Investments and MacKay Shields, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.60% up to $500 million; 0.55% from $500 million to $1 billion; 0.50% from $1 billion to $2 billion; and 0.49% in excess of $2 billion. During the year ended December 31, 2023, the effective management fee rate was 0.54% of the Portfolio's average daily net assets.

 

24 MainStay VP MacKay Convertible Portfolio

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $9,262,503 and paid the Subadvisor fees in the amount of $4,631,252.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution, Service and Shareholder Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class and Service 2 Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class and Service 2 Class shares of the Portfolio.

The Board has adopted a shareholder services plan (the “Service Plan”) with respect to the Service 2 Class shares of the Portfolio. Under the terms of the Services Plan, the Portfolio is authorized to pay to New York Life Investments, its affiliates or independent third-party service providers, as compensation for services rendered to shareholders of the Service 2 Class shares, in connection with the administration of plans or programs that use Portfolio shares as their funding medium a shareholder servicing fee at the rate of 0.10% on an annualized basis of the average daily net assets of the Service 2 Class shares.

(C) Transfer and Dividend Disbursing Agent.  NYLIM Service Company LLC, an affiliate of New York Life Investments, serves as the transfer agent and dividend disbursing agent for Service Class and Service 2 Class shares of the Portfolio. NYLIM Service Company LLC has entered into an agreement with SS&C Global Investor & Distributor Solutions, Inc. (“SS&C”), pursuant to which SS&C performs certain transfer agent services on behalf of NYLIM Service Company LLC. During the year ended December 31, 2023, all associated fees were paid by the Manager.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$1,797,148,859	$112,361,777	$(109,551,790)	$2,809,987

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$37,373,339	$26,821,501	$—	$2,809,987	$67,004,827

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to cumulative section 305(c) adjustment.

The Portfolio utilized $5,201,253 of capital loss carryforwards during the year ended December 31, 2023.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$34,485,899	$ 81,124,031
Long-Term Capital Gains	—	174,993,758
Total	$34,485,899	$256,117,789

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the

25

Notes to Financial Statements (continued)

agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $596,255 and $677,477, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	716,916	$ 10,224,385
Shares issued to shareholders in reinvestment of distributions	1,207,380	17,237,211
Shares redeemed	(1,968,945)	(28,103,401)
Net increase (decrease)	(44,649)	$ (641,805)
Year ended December 31, 2022:
Shares sold	960,462	$ 15,906,247
Shares issued to shareholders in reinvestment of distributions	8,323,723	119,474,150
Shares redeemed	(3,767,669)	(61,588,499)
Net increase (decrease)	5,516,516	$ 73,791,898
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	6,712,086	$ 94,803,492
Shares issued to shareholders in reinvestment of distributions	1,215,573	17,118,342
Shares redeemed	(9,515,370)	(134,196,532)
Net increase (decrease)	(1,587,711)	$ (22,274,698)
Year ended December 31, 2022:
Shares sold	5,529,322	$ 89,567,994
Shares issued to shareholders in reinvestment of distributions	9,560,026	135,597,007
Shares redeemed	(12,812,180)	(204,200,397)
Net increase (decrease)	2,277,168	$ 20,964,604
Service 2 Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	118,793	$ 1,627,116
Shares issued to shareholders in reinvestment of distributions	9,249	130,346
Shares redeemed	(81,329)	(1,142,264)
Net increase (decrease)	46,713	$ 615,198
Year ended December 31, 2022:
Shares sold	499,962	$ 8,259,602
Shares issued to shareholders in reinvestment of distributions	73,917	1,046,632
Shares redeemed	(583,606)	(9,652,055)
Net increase (decrease)	(9,727)	$ (345,821)

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes,

 

26 MainStay VP MacKay Convertible Portfolio

hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

27

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP MacKay Convertible Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP MacKay Convertible Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and transfer agents. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

28 MainStay VP MacKay Convertible Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP MacKay Convertible Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and MacKay Shields LLC (“MacKay”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and MacKay in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and MacKay in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or MacKay that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, MacKay personnel.  In addition, the Board took into account

other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by the applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and MacKay; (ii) the qualifications of the portfolio manager of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and MacKay; (iii) the costs of the services provided, and profits realized, by New York Life Investments and MacKay with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

29

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and MacKay.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and MacKay resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and MacKay

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure. The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by MacKay, evaluating the performance of MacKay, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of MacKay and ongoing analysis of, and interactions with, MacKay with respect to, among other things, the Portfolio’s investment performance and risks as well as MacKay’s investment capabilities and subadvisory services with respect to the Portfolio. 

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory

services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that MacKay provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated MacKay’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and MacKay’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at MacKay.  The Board considered New York Life Investments’ and MacKay’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and MacKay and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered MacKay’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio manager, the number of accounts managed by the portfolio manager and the method for compensating the portfolio manager.

In addition, the Board considered information provided by New York Life Investments and MacKay regarding their respective business continuity and disaster recovery plans. 

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board

 

30 MainStay VP MacKay Convertible Portfolio

considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of MacKay and the members of the Board’s Investment Committee, which generally occur on an annual basis.  

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and MacKay

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates, including MacKay, due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  Because MacKay is an affiliate of New York Life Investments whose subadvisory fee is paid by New York Life Investments, not the Portfolio, the Board considered cost and profitability information for New York Life Investments and MacKay in the aggregate.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and MacKay, and profitability of New York Life Investments and its affiliates, including MacKay due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’, including MacKay’s, continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and MacKay and acknowledged

that New York Life Investments and MacKay must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and MacKay to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, including MacKay, due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to MacKay from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to MacKay in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York

31

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates, including MacKay, due to their relationships with the Portfolio were not excessive and other expected benefits that may accrue to New York Life Investments and its affiliates, including MacKay, are reasonable.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to MacKay is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and MacKay on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.  The Board noted that New York Life Investments proposed an additional management fee and subadvisory fee breakpoint for the Portfolio, effective May 1, 2024.

Additionally, the Board noted that NYLIM Service Company LLC, an affiliate of New York Life Investments, serves as the transfer agent and dividend disbursing agent for the Service Class and Service 2 Class Shares of the Portfolio but that the Service Class and Service 2 Class Shares do not incur any fees for these services.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale 

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

 

32 MainStay VP MacKay Convertible Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

33

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

34 MainStay VP MacKay Convertible Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

35

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

36 MainStay VP MacKay Convertible Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

37

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015869 MSVPC11-02/24

(NYLIAC) NI512

MainStay VP Wellington Growth Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	13
Notes to Financial Statements	17
Report of Independent Registered Public Accounting Firm	23
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	24
Proxy Voting Policies and Procedures and Proxy Voting Record	29
Shareholder Reports and Quarterly Portfolio Disclosure	29
Board of Trustees and Officers	30

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

MainStay VP Wellington Growth Portfolio

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1, 2, 3	One Year	Five Years	Ten Years	Gross Expense Ratio4
Initial Class Shares	1/29/1993	38.61%	13.79%	10.32%	0.73%
Service Class Shares	6/5/2003	38.26	13.51	10.05	0.98

1.	Effective January 11, 2013 and July 29, 2016, the Portfolio modified its principal investment strategies in connection with changes in the Portfolio’s Subadvisor. The past performance in the graph and table reflect the Subadvisors and strategies in place during their respective time periods.
2.	Effective January 1, 2018 due to an organizational restructuring, all investment personnel of Cornerstone Capital Management Holdings LLC, a former subadvisor, transitioned to MacKay Shields LLC.
3.	Effective May 1, 2021, the Portfolio replaced its subadvisor, MacKay Shields LLC, and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio's prior subadvisors and principal investment strategies.
4.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
Russell 1000® Growth Index1	42.68%	19.50%	14.86%
Morningstar Large Growth Category Average2	36.74	15.74	12.03

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Russell 1000® Growth Index is the Portfolio's primary benchmark. The Russell 1000® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000® Index companies with higher price-to-book ratios and higher forecasted growth values.
2.	The Morningstar Large Growth Category Average is representative of funds that invest primarily in big U.S. companies that are projected to grow faster than other large-cap stocks. Stocks in the top 70% of the capitalization of the U.S. equity market are defined as large cap. Growth is defined based on fast growth and high valuations. Most of these funds focus on companies in rapidly expanding industries. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Wellington Growth Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,092.20	$3.80	$1,021.58	$3.67	0.72%
Service Class Shares	$1,000.00	$1,090.80	$5.11	$1,020.32	$4.94	0.97%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Wellington Growth Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Software	19.3%
Interactive Media & Services	10.9
Semiconductors & Semiconductor Equipment	10.0
Financial Services	7.8
Technology Hardware, Storage & Peripherals	7.2
Capital Markets	5.9
Broadline Retail	4.6
Pharmaceuticals	4.1
Health Care Providers & Services	2.9
Hotels, Restaurants & Leisure	2.7
IT Services	2.7
Specialized REITs	2.7
Insurance	2.6
Life Sciences Tools & Services	1.8
Aerospace & Defense	1.6
Commercial Services & Supplies	1.5

Specialty Retail	1.5%
Ground Transportation	1.5
Entertainment	1.4
Professional Services	1.3
Health Care Equipment & Supplies	1.1
Health Care REITs	1.0
Biotechnology	1.0
Textiles, Apparel & Luxury Goods	0.6
Automobiles	0.5
Industrial REITs	0.5
Consumer Finance	0.4
Machinery	0.3
Short–Term Investments	0.7
Other Assets, Less Liabilities	–0.1
	100.0%

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Microsoft Corp.
2.	Apple, Inc.
3.	Alphabet, Inc., Class C
4.	Amazon.com, Inc.
5.	NVIDIA Corp.

6.	Mastercard, Inc., Class A
7.	Meta Platforms, Inc., Class A
8.	UnitedHealth Group, Inc.
9.	Eli Lilly & Co.
10.	S&P Global, Inc.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Andrew J. Shilling, CFA, and Clark R. Shields of Wellington Management Company LLP (“Wellington”), the Portfolio’s Subadvisor.

How did MainStay VP Wellington Growth Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Wellington Growth Portfolio returned 38.61% for Initial Class shares and 38.26% for Service Class shares. Over the same period, both share classes underperformed the 42.68% return of the Russell 1000^® Growth Index (“the Index”), which is the Portfolio’s benchmark, and outperformed the 36.74% return of the Morningstar Large Growth Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

During the reporting period, the Portfolio underperformed the Index primarily due to security selection. Sector allocation, a result of our bottom-up stock selection process, modestly detracted from relative performance as well.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

Security selection in the health care, communication services and consumer discretionary sectors detracted most significantly from results relative to the Index, while selection in industrials and information technology made the strongest positive contributions. (Contributions take weightings and total returns into account.) From a sector allocation perspective, overweight exposure to financials and health care, and underweight exposure to consumer discretionary detracted from relative returns. These negative contributions were partially offset by the Portfolio’s underweight exposure to consumer staples, materials and industrials, which contributed positively to relative performance.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

During the reporting period, many technology stocks reversed their 2022 declines as new artificial intelligence (“AI”) applications jolted technology holdings higher. At the issuer level, the individual stocks making the strongest positive contributions to absolute performance included enterprise software company Microsoft, semiconductor maker NVIDIA and consumer electronics firm Apple. Microsoft shares rose as the company remained well-aligned with many of the most important secular drivers in enterprise technology, including cloud infrastructure, workforce collaboration, cyber security, AI /machine learning frameworks and developer tools. Continued strong business fundamentals and optimism regarding the future of emerging AI-technologies drove performance. NVIDIA shares gained ground after management

reported strong first-quarter earnings and far-better-than-expected guidance on continuing demand for its chips for AI applications. Apple shares rose in response to growing revenues in the company’s services and iPhone divisions. Apple’s valuation reflected a very positive view of the company’s ability to continue to grow revenue and earnings per share (EPS), we believe there are more attractive opportunities elsewhere. As of the end of the reporting period, the Portfolio maintained an overweight position in NVIDIA and underweight positions in Microsoft and Apple.

The most significant detractors from absolute performance included salesforce productivity company ZoomInfo Technologies (ZoomInfo), financial management firm The Charles Schwab Corporation (Schwab) and global prestige beauty products maker The Estée Lauder Companies (Estée Lauder). ZoomInfo shares declined due to macroeconomic pressures, which caused a slowdown in spending and hiring at certain customers. The stock price reflects a long-term negative view of the company prospects, while our view remains positive. After the collapse of Silicon Valley Bank in March 2023, which sparked a material sell off of financial sector companies, Schwab shares fell sharply. Estée Lauder shares lost ground, as weak sales in China weighed on investor sentiment. As of the end of the reporting period, the Portfolio maintained an overweight position in ZoomInfo and had eliminated its holdings in Schwab and Estée Lauder.

Did the Portfolio make any significant purchases or sales during the reporting period?

During the reporting period, the Portfolio initiated positions in social media company Meta Platforms and pharmaceutical company Eli Lilly. Meta has started to monetize their Reels platform, which we anticipate will be a strong contributor to earnings and is also likely to benefit from increased regulatory and government scrutiny of competitor TikTok. In addition, we are encouraged by Meta’s increased focus on cost efficiency, and management’s intention to reduce spending on the metaverse. Eli Lilly stock benefited in 2023 from evidence that GLP-1 drugs—including the company’s Mounjaro and Zepbound—have a profound impact not only on blood sugar and weight, but also on other serious health conditions, such as cardiovascular and kidney disease. We added a position due to Eli Lilly’s best-in-class incretin portfolio and strong, diversified drug pipeline.

During the same period, the Portfolio eliminated positions in international alcoholic beverage producer Constellation Brands and consumer credit reporting agency Equifax. Despite strong execution and resilient beer volumes, we eliminated the Portfolio’s position in Constellation Brands to fund other investment opportunities. We sold the Portfolio’s Equifax holdings due to a combination of weakness in the mortgage market and a dramatic deceleration in the company’s non-mortgage businesses.

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP Wellington Growth Portfolio

How did the Portfolio’s sector weightings change during the reporting period?

The most notable increase to sector exposures occurred in financials, where the Portfolio ended the reporting period with an overweight position relative to the Index. The most notable reduction was in information technology, which shifted from an overweight position to an underweight position during the reporting period.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held its most overweight exposures relative to the Index in the financials and real estate sectors. As of the same date, the Portfolio’s most significantly underweight positions were in the consumer discretionary, information technology and consumer staples sectors. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.4%
Aerospace & Defense 1.6%
Airbus SE, ADR	109,404	$   4,219,712
General Dynamics Corp.	20,484	5,319,080
		9,538,792
Automobiles 0.5%
Tesla, Inc. (a)	13,186	3,276,457
Biotechnology 1.0%
Vertex Pharmaceuticals, Inc. (a)	15,048	6,122,881
Broadline Retail 4.6%
Amazon.com, Inc. (a)	186,309	28,307,789
Capital Markets 5.9%
Ares Management Corp.	46,899	5,577,229
Blackstone, Inc.	21,254	2,782,574
KKR & Co., Inc.	57,305	4,747,719
Morgan Stanley	54,360	5,069,070
MSCI, Inc.	12,631	7,144,725
S&P Global, Inc.	24,888	10,963,662
		36,284,979
Commercial Services & Supplies 1.5%
Copart, Inc. (a)	124,696	6,110,104
Waste Connections, Inc.	22,085	3,296,628
		9,406,732
Consumer Finance 0.4%
American Express Co.	11,600	2,173,144
Entertainment 1.4%
Netflix, Inc. (a)	17,231	8,389,429
Financial Services 7.8%
FleetCor Technologies, Inc. (a)	35,793	10,115,460
Global Payments, Inc.	31,146	3,955,542
Mastercard, Inc., Class A	61,591	26,269,177
Visa, Inc., Class A	29,119	7,581,132
		47,921,311
Ground Transportation 1.5%
Uber Technologies, Inc. (a)	145,153	8,937,070
Health Care Equipment & Supplies 1.1%
Boston Scientific Corp. (a)	64,010	3,700,418

	Shares	Value
Health Care Equipment & Supplies (continued)
Stryker Corp.	10,141	$   3,036,824
		6,737,242
Health Care Providers & Services 2.9%
UnitedHealth Group, Inc.	33,861	17,826,801
Health Care REITs 1.0%
Welltower, Inc.	71,040	6,405,677
Hotels, Restaurants & Leisure 2.7%
Airbnb, Inc., Class A (a)	63,373	8,627,600
Hilton Worldwide Holdings, Inc.	44,121	8,033,993
		16,661,593
Industrial REITs 0.5%
Prologis, Inc.	24,435	3,257,185
Insurance 2.6%
Marsh & McLennan Cos., Inc.	30,449	5,769,172
Progressive Corp. (The)	65,658	10,458,006
		16,227,178
Interactive Media & Services 10.9%
Alphabet, Inc., Class C (a)	257,458	36,283,556
Meta Platforms, Inc., Class A (a)	69,094	24,456,512
ZoomInfo Technologies, Inc. (a)	315,732	5,837,885
		66,577,953
IT Services 2.7%
Gartner, Inc. (a)	7,626	3,440,165
MongoDB, Inc. (a)	19,432	7,944,773
Shopify, Inc., Class A (a)	64,728	5,042,311
VeriSign, Inc. (a)	1,036	213,375
		16,640,624
Life Sciences Tools & Services 1.8%
Danaher Corp.	37,807	8,746,271
Mettler-Toledo International, Inc. (a)	1,663	2,017,153
		10,763,424
Machinery 0.3%
IDEX Corp.	7,311	1,587,291
Pharmaceuticals 4.1%
Eli Lilly & Co.	25,606	14,926,249
Zoetis, Inc.	50,088	9,885,869
		24,812,118

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Wellington Growth Portfolio

	Shares	Value
Common Stocks (continued)
Professional Services 1.3%
TransUnion	114,070	$   7,837,750
Semiconductors & Semiconductor Equipment 10.0%
Advanced Micro Devices, Inc. (a)	56,846	8,379,669
ARM Holdings plc, ADR (a)(b)	15,096	1,134,389
ASML Holding NV (Registered)	9,558	7,234,641
Microchip Technology, Inc.	63,660	5,740,859
Monolithic Power Systems, Inc.	16,231	10,238,190
NVIDIA Corp.	57,057	28,255,768
		60,983,516
Software 19.3%
ANSYS, Inc. (a)	16,780	6,089,126
Atlassian Corp., Class A (a)	35,344	8,406,924
Cadence Design Systems, Inc. (a)	18,977	5,168,766
HubSpot, Inc. (a)	11,537	6,697,690
Intuit, Inc.	17,431	10,894,898
Microsoft Corp.	169,160	63,610,926
Salesforce, Inc. (a)	29,964	7,884,727
ServiceNow, Inc. (a)	13,243	9,356,047
		118,109,104
Specialized REITs 2.7%
American Tower Corp.	46,607	10,061,519
Equinix, Inc.	7,863	6,332,782
		16,394,301
Specialty Retail 1.5%
TJX Cos., Inc. (The)	98,107	9,203,418
Technology Hardware, Storage & Peripherals 7.2%
Apple, Inc.	229,468	44,179,474
Textiles, Apparel & Luxury Goods 0.6%
Lululemon Athletica, Inc. (a)	7,193	3,677,709
Total Common Stocks (Cost $475,156,271)		608,240,942

	Shares	Value
Short-Term Investments 0.7%
Affiliated Investment Company 0.6%
MainStay U.S. Government Liquidity Fund, 5.235% (c)	3,733,076	$   3,733,076
Unaffiliated Investment Company 0.1%
Invesco Government & Agency Portfolio, 5.361% (c)(d)	212,170	212,170
Total Short-Term Investments (Cost $3,945,246)		3,945,246
Total Investments (Cost $479,101,517)	100.1%	612,186,188
Other Assets, Less Liabilities	(0.1)	(463,992)
Net Assets	100.0%	$ 611,722,196

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.
(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $1,134,314; the total market value of collateral held by the Portfolio was $1,287,477. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $1,075,307. The Portfolio received cash collateral with a value of $212,170. (See Note 2(G))
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 16,085	$ 118,008	$ (130,360)	$ —	$ —	$ 3,733	$ 454	$ —	3,733

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

Abbreviation(s):

ADR—American Depositary Receipt

REIT—Real Estate Investment Trust

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 608,240,942	$ —	$ —	$ 608,240,942
Short-Term Investments
Affiliated Investment Company	3,733,076	—	—	3,733,076
Unaffiliated Investment Company	212,170	—	—	212,170
Total Short-Term Investments	3,945,246	—	—	3,945,246
Total Investments in Securities	$ 612,186,188	$ —	$ —	$ 612,186,188

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Wellington Growth Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $475,368,441) including securities on loan of $1,134,314	$608,453,112
Investment in affiliated investment companies, at value (identified cost $3,733,076)	3,733,076
Receivables:
Investment securities sold	2,377,978
Dividends	152,905
Portfolio shares sold	7,152
Securities lending	1,796
Other assets	3,263
Total assets	614,729,282
Liabilities
Cash collateral received for securities on loan	212,170
Payables:
Investment securities purchased	2,175,067
Manager (See Note 3)	354,410
Portfolio shares redeemed	176,575
Shareholder communication	34,718
Professional fees	29,172
Custodian	10,277
NYLIFE Distributors (See Note 3)	8,289
Accrued expenses	6,408
Total liabilities	3,007,086
Net assets	$611,722,196
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 25,079
Additional paid-in-capital	535,322,975
	535,348,054
Total distributable earnings (loss)	76,374,142
Net assets	$611,722,196

Initial Class
Net assets applicable to outstanding shares	$572,152,635
Shares of beneficial interest outstanding	23,406,205
Net asset value per share outstanding	$ 24.44
Service Class
Net assets applicable to outstanding shares	$ 39,569,561
Shares of beneficial interest outstanding	1,673,131
Net asset value per share outstanding	$ 23.65

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $16,859)	$ 3,586,564
Dividends-affiliated	453,981
Securities lending, net	4,838
Total income	4,045,383
Expenses
Manager (See Note 3)	4,083,433
Distribution/Service—Service Class (See Note 3)	95,322
Professional fees	91,731
Custodian	23,708
Trustees	14,999
Miscellaneous	24,323
Total expenses	4,333,516
Net investment income (loss)	(288,133)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on unaffiliated investments	2,925,180
Net change in unrealized appreciation (depreciation) on unaffiliated investments	189,464,907
Net realized and unrealized gain (loss)	192,390,087
Net increase (decrease) in net assets resulting from operations	$192,101,954

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Wellington Growth Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ (288,133)	$ (827,127)
Net realized gain (loss)	2,925,180	(58,896,810)
Net change in unrealized appreciation (depreciation)	189,464,907	(205,606,983)
Net increase (decrease) in net assets resulting from operations	192,101,954	(265,330,920)
Distributions to shareholders:
Initial Class	—	(171,459,297)
Service Class	—	(12,259,342)
Total distributions to shareholders	—	(183,718,639)
Capital share transactions:
Net proceeds from sales of shares	3,301,321	94,150,878
Net asset value of shares issued to shareholders in reinvestment of distributions	—	183,718,639
Cost of shares redeemed	(127,839,061)	(58,166,556)
Increase (decrease) in net assets derived from capital share transactions	(124,537,740)	219,702,961
Net increase (decrease) in net assets	67,564,214	(229,346,598)
Net Assets
Beginning of year	544,157,982	773,504,580
End of year	$ 611,722,196	$ 544,157,982

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 17.64	$ 40.09	$ 39.15	$ 32.64	$ 27.74
Net investment income (loss) (a)	(0.01)	(0.03)	(0.12)	0.12	0.18
Net realized and unrealized gain (loss)	6.81	(13.45)	7.70	10.08	7.77
Total from investment operations	6.80	(13.48)	7.58	10.20	7.95
Less distributions:
From net investment income	—	—	(0.15)	(0.21)	(0.19)
From net realized gain on investments	—	(8.97)	(6.49)	(3.48)	(2.86)
Total distributions	—	(8.97)	(6.64)	(3.69)	(3.05)
Net asset value at end of year	$ 24.44	$ 17.64	$ 40.09	$ 39.15	$ 32.64
Total investment return (b)	38.55%(c)	(33.17)%	19.75%	32.30%	30.01%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	(0.03)%	(0.12)%	(0.28)%	0.35%	0.56%
Net expenses (d)	0.72%	0.73%	0.72%	0.73%	0.72%
Expenses (before waiver/reimbursement) (d)	0.72%	0.73%	0.73%	0.73%	0.72%
Portfolio turnover rate	40%	42%	48%	144%	156%
Net assets at end of year (in 000's)	$ 572,153	$ 509,030	$ 716,521	$ 590,841	$ 652,081

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 17.11	$ 39.39	$ 38.57	$ 32.19	$ 27.38
Net investment income (loss) (a)	(0.06)	(0.10)	(0.22)	0.04	0.10
Net realized and unrealized gain (loss)	6.60	(13.21)	7.57	9.93	7.66
Total from investment operations	6.54	(13.31)	7.35	9.97	7.76
Less distributions:
From net investment income	—	—	(0.04)	(0.11)	(0.09)
From net realized gain on investments	—	(8.97)	(6.49)	(3.48)	(2.86)
Total distributions	—	(8.97)	(6.53)	(3.59)	(2.95)
Net asset value at end of year	$ 23.65	$ 17.11	$ 39.39	$ 38.57	$ 32.19
Total investment return (b)	38.22%(c)	(33.33)%	19.45%	31.97%	29.69%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	(0.28)%	(0.37)%	(0.53)%	0.11%	0.32%
Net expenses (d)	0.97%	0.98%	0.97%	0.98%	0.97%
Expenses (before waiver/reimbursement) (d)	0.97%	0.98%	0.98%	0.98%	0.97%
Portfolio turnover rate	40%	42%	48%	144%	156%
Net assets at end of year (in 000's)	$ 39,570	$ 35,128	$ 56,983	$ 57,351	$ 56,122

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Wellington Growth Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Wellington Growth Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	January 29, 1993
Service Class	June 5, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term growth of capital.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

17

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates

 

18 MainStay VP Wellington Growth Portfolio

the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes

of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

19

Notes to Financial Statements (continued)

(H) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor.  New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. Wellington Management Company LLP ("Wellington" or the "Subadvisor"), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and Wellington, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.70% up to $500 million; 0.65% from $500 million to $1 billion; 0.625% from $1 billion to $2 billion; and 0.60% in excess of $2 billion. During the year ended December 31, 2023, the effective management fee rate was 0.69% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $4,083,433 and paid the Subadvisor fees in the amount of $1,687,856.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's

administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$483,693,402	$138,067,155	$(9,574,369)	$128,492,786

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$—	$(52,198,170)	$79,526	$128,492,786	$76,374,142

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

 

20 MainStay VP Wellington Growth Portfolio

The following table discloses the current year reclassifications between total distributable earnings (loss) and additional paid-in capital arising from permanent differences; net assets as of December 31, 2023 were not affected.

Total Distributable Earnings (Loss)	Additional Paid-In Capital
$365,022	$(365,022)

The reclassifications for the Portfolio are primarily due to net operating losses.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $52,198,170, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$44,091	$8,107

The Portfolio utilized $3,412,663 of capital loss carryforwards during the year ended December 31, 2023.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$—	$ 50,614,417
Long-Term Capital Gains	—	133,104,222
Total	$—	$183,718,639

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the

Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $235,142 and $347,604, respectively.

The Portfolio may purchase securities from or sell securities to other portfolios managed by the Subadvisor. These interportfolio transactions are primarily used for cash management purposes and are made pursuant to Rule 17a-7 under the 1940 Act. During the year ended December 31, 2023, such purchases were $815.

21

Notes to Financial Statements (continued)

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	127,521	$ 2,517,254
Shares redeemed	(5,584,865)	(119,216,813)
Net increase (decrease)	(5,457,344)	$(116,699,559)
Year ended December 31, 2022:
Shares sold	2,942,593	$ 91,387,732
Shares issued to shareholders in reinvestment of distributions	9,922,872	171,459,297
Shares redeemed	(1,875,302)	(52,233,565)
Net increase (decrease)	10,990,163	$ 210,613,464
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	38,294	$ 784,067
Shares redeemed	(418,809)	(8,622,248)
Net increase (decrease)	(380,515)	$ (7,838,181)
Year ended December 31, 2022:
Shares sold	98,484	$ 2,763,146
Shares issued to shareholders in reinvestment of distributions	731,094	12,259,342
Shares redeemed	(222,717)	(5,932,991)
Net increase (decrease)	606,861	$ 9,089,497

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

22 MainStay VP Wellington Growth Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Wellington Growth Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Wellington Growth Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

23

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Wellington Growth Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Wellington Management Company LLP (“WMC”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”). At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and WMC in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and WMC in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below. Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses. The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or WMC that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients. In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements. The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board. The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, WMC personnel. In addition, the Board took into account other information provided by New York Life Investments throughout the year,

including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements. In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment. Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and WMC; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and WMC; (iii) the costs of the services provided, and profits realized, by New York Life Investments and WMC with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses. Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS. Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations. The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio. With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and WMC. The Board’s

 

24 MainStay VP Wellington Growth Portfolio

decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and WMC resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience. In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments and WMC

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio. The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure. The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by WMC, evaluating the performance of WMC, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions. The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors. The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio. The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of WMC and ongoing analysis of, and interactions with, WMC with respect to, among other things, the Portfolio’s investment performance and risks as well as WMC’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii)

compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel. In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer. The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that WMC provides to the Portfolio and considered the terms of each of the Advisory Agreements. The Board evaluated WMC’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and WMC’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at WMC. The Board considered New York Life Investments’ and WMC’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history. In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and WMC and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio. The Board also considered WMC’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio. In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and WMC regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks. The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year. These reports include, among other items, information on the Portfolio’s gross and net

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions. The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds. In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of WMC and the members of the Board’s Investment Committee, which generally occur on an annual basis. In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the three-, five- and ten-year periods ended July 31, 2023, and performed favorably compared to its peer funds for the one-year period ended July 31, 2023. The Board considered its discussions with representatives from New York Life Investments and WMC regarding the Portfolio’s investment performance.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and WMC

The Board considered the costs of the services provided under each of the Advisory Agreements. The Board also considered the profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds. With respect to the profitability of WMC’s relationship with the Portfolio, the Board considered information from New York Life Investments that WMC’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of WMC’s profitability was considered by the Trustees in that context. On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio. 

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and WMC, and profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio, the

Board considered, among other factors, New York Life Investments’ and its affiliates’ and WMC’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio. The Board also considered the financial resources of New York Life Investments and WMC and acknowledged that New York Life Investments and WMC must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and WMC to continue to provide high-quality services to the Portfolio. The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board. The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable. The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and WMC and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits. The Board recognized, for example, the benefits to WMC from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to WMC in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities. In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between WMC and its affiliates and New York Life Investments and its affiliates and considered the existence of a strategic partnership between New York Life Investments and WMC that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement. In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio. In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

 

26 MainStay VP Wellington Growth Portfolio

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts. The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates. The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to WMC and its affiliates are consistent with those expected for a subadvisor to a mutual fund. With respect to WMC, the Board considered that any profits realized by WMC due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and WMC, acknowledging that any such profits are based on the subadvisory fee paid to WMC by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses. With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to WMC is paid by New York Life Investments, not the Portfolio. The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers. The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes. In addition, the Board considered information provided by New York Life Investments and WMC on fees charged to other investment advisory clients, including

institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any. The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules. The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients. Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses. The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders. The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds. Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio. The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments. The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

28 MainStay VP Wellington Growth Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

29

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

30 MainStay VP Wellington Growth Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

31

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

32 MainStay VP Wellington Growth Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

33

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

KPMG LLP

Philadelphia, Pennsylvania

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015881 MSVPCG11-02/24

(NYLIAC) NI513

MainStay VP Epoch U.S. Equity Yield Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	11
Financial Statements	15
Notes to Financial Statements	19
Report of Independent Registered Public Accounting Firm	25
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	26
Proxy Voting Policies and Procedures and Proxy Voting Record	31
Shareholder Reports and Quarterly Portfolio Disclosure	31
Board of Trustees and Officers	32

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	5/1/1998	8.69%	10.10%	7.17%	0.71%
Service Class Shares	6/5/2003	8.42	9.82	6.91	0.96

1.	Effective January 9, 2017, the Portfolio replaced its subadvisor and modified its principal investment strategy as of March 13, 2017. The past performance in the graph and table prior to those dates reflects the Portfolio’s prior subadvisor and principal investment strategies.
2.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
Russell 1000® Value Index1	11.46%	10.91%	8.40%
U.S. Equity Yield Composite Index2	7.18	8.88	8.92
Morningstar Large Value Category Average3	11.63	11.37	8.39

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Portfolio has selected the Russell 1000® Value Index as its primary benchmark. The Russell 1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000® Index companies with lower price-to-book ratios and lower expected growth values.
2.	The Portfolio has selected the U.S. Equity Yield Composite Index as its secondary benchmark. The U.S. Equity Yield Composite Index consists of the MSCI USA High Dividend Yield Index and the MSCI USA Minimum Volatility (USD) Index weighted at 60% and 40%, respectively. The MSCI USA High Dividend Yield Index is based on the MSCI USA Index and includes large and mid-cap stocks. The MSCI USA High Dividend Yield Index is designed to reflect the performance of equities in the MSCI USA Index (excluding real estate investment trusts) with higher dividend income and quality characteristics than average dividend yields that are both sustainable and  persistent. The MSCI USA Minimum Volatility (USD) Index aims to reflect the performance characteristics of a minimum variance strategy applied to the large- and mid-cap U.S. equity universe. The MSCI USA Minimum Volatility (USD) Index is calculated by optimizing the MSCI USA Index in U.S. dollars for the lowest absolute risk (within a given set of constraints).
3.	The Morningstar Large Value Category Average is representative of funds that invest primarily in big U.S. companies that are less expensive or growing more slowly than other large-cap stocks. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Epoch U.S. Equity Yield Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,062.10	$3.53	$1,021.78	$3.47	0.68%
Service Class Shares	$1,000.00	$1,060.70	$4.83	$1,020.52	$4.74	0.93%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Epoch U.S. Equity Yield Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Banks	9.1%
Pharmaceuticals	7.1
Semiconductors & Semiconductor Equipment	6.2
Oil, Gas & Consumable Fuels	5.6
Electric Utilities	5.4
Insurance	5.0
Chemicals	4.6
Electrical Equipment	3.4
Health Care Providers & Services	3.2
Technology Hardware, Storage & Peripherals	3.1
Specialized REITs	3.0
Capital Markets	2.9
Biotechnology	2.8
Aerospace & Defense	2.8
Media	2.4
Beverages	2.4
Multi–Utilities	2.3
Hotels, Restaurants & Leisure	1.9
Machinery	1.8
Diversified Telecommunication Services	1.7
Household Products	1.7
Specialty Retail	1.6

Software	1.6%
Consumer Staples Distribution & Retail	1.6
Health Care Equipment & Supplies	1.6
IT Services	1.4
Communications Equipment	1.3
Tobacco	1.2
Trading Companies & Distributors	1.2
Commercial Services & Supplies	1.2
Professional Services	1.1
Industrial Conglomerates	1.1
Air Freight & Logistics	0.8
Leisure Products	0.8
Industrial REITs	0.6
Household Durables	0.6
Retail REITs	0.6
Health Care REITs	0.6
Food Products	0.5
Containers & Packaging	0.5
Short–Term Investments	2.3
Other Assets, Less Liabilities	–0.6
	100.0%

See Portfolio of Investments beginning on page 11 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	JPMorgan Chase & Co.
2.	Broadcom, Inc.
3.	Eli Lilly & Co.
4.	MetLife, Inc.
5.	Bank of America Corp.

6.	UnitedHealth Group, Inc.
7.	AbbVie, Inc.
8.	Merck & Co., Inc.
9.	Cummins, Inc.
10.	Johnson & Johnson

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Michael A. Welhoelter, CFA, William W. Priest, CFA, John M. Tobin, PhD, CFA, and Kera Van Valen, CFA, of Epoch Investment Partners, Inc. (“Epoch”), the Portfolio’s Subadvisor.

How did MainStay VP Epoch U.S. Equity Yield Portfolio perform relative to its benchmarks and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Epoch U.S. Equity Yield Portfolio returned 8.69% for Initial Class shares and 8.42% for Service Class shares. Over the same period, both share classes underperformed the 11.46% return of the Russell 1000^® Value Index, which is the Portfolio’s primary benchmark, and outperformed the 7.18% return of the U.S. Equity Yield Composite Index, which is the Portfolio’s secondary benchmark. For the 12 months ended December 31, 2023, both share classes underperformed the 11.63% return of the Morningstar Large Value Category Average.¹

During the reporting period, were there any market events that materially impacted the Portfolio’s performance or liquidity?

U.S. equities staged a remarkable recovery in 2023, as policy actions and a strong labor market gradually reduced the odds of a recession, ending the year with the U.S. Federal Reserve (the “Fed”) finally signaling the future pivot on interest rates that had been anticipated for the prior two years. The economic backdrop and uncertainties that had plagued the markets through a challenging 2022 remained in place at the start of the reporting period: inflation at multi-decade highs, central bankers adamantly hawkish, elevated geopolitical tensions driving a trend of deglobalizing trade and forecasts for a near-term recession almost ubiquitous. Despite these pressures, investors began 2023 optimistic that sluggish disinflation would lead to a dovish policy pivot, fueling a steep rally in January. However, swift hawkish pushback from the Fed drove markets lower in February, making it clear that equities would remain heavily influenced by long-standing uncertainties about the trajectory for inflation and interest rates.

The market’s response to the high-profile collapse of a few regional banks in March drove this point home forcefully. Markets dipped briefly on the news, but rather than sparking lasting economic fears, the episode ultimately fueled broad expectations for an early dovish pivot by the Fed. Those hopes reignited risk-on sentiment and drove markets higher. Rising broad market indices painted a misleading picture, however, as market leadership proved extraordinarily narrow. Many of the mega-cap technology titans that frequently led markets in recent years once again emerged as market darlings, with Apple, Microsoft, Alphabet, Amazon.com, NVIDIA, Meta Platforms and Tesla collectively earning the name “The Magnificent 7.” The concentrated rally was turbocharged by the fact that these stocks were central players in the mainstream arrival of generative artificial intelligence (“AI”). AI’s headlining emergence further galvanized bullish sentiment,

with market caps soaring for the Magnificent 7, and several other companies perceived as early movers in the space.

The rally powered through most of the summer, sustained by remarkably resilient consumer spending alongside a thriving economy, continued disinflation and a pause in rate hikes. However, sentiment shifted once again in August, as markets began to digest the Fed's hawkish messaging and "higher-for-longer" stance on rates. Surging bond yields accompanied declining equities through late October, before sentiment abruptly reversed again on another bout of peak-Fed and soft-landing hopes. The Fed’s revised December forecast of 75 basis points (A basis point is one one-hundredth of a percentage point.) of easing in 2024 drove the market even higher, with investors pricing in more cuts than the Fed suggested. Markets ended the year having recouped nearly all the ground lost in 2022.

What factors affected the Portfolio’s relative performance during the reporting period?

The reporting period proved challenging on a relative basis, as the market’s overall risk-on bias left dividend paying stocks out of favor, working against the Portfolio’s investment strategy. More traditionally defensive sectors also lagged from a relative standpoint, causing a meaningful detraction to return from utilities, a sector that the Portfolio tends to emphasize. While the impacts of the Magnificent 7/AI trade were more pronounced within broader market indices, they were also felt within the Russell 1000^® Value Index, as recent years have seen some historically growth-oriented stocks, including Meta and Alphabet, added to Index. Both stocks do not pay dividends and so are outside of the Portfolio’s investible universe. The Portfolio participated in the market rallies and provided limited loss exposure during the reporting period’s two broad market downturns. The Portfolio also continued to find companies with strong, growing cash flows and capital allocation policies that emphasize returning excess free cash flow to shareholders. Dividend growth remained central to the investment strategy with most of the Portfolio’s holdings increasing their dividends in 2023.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

During the reporting period, the strongest positive sector contributions to the Portfolio’s performance relative to the Russell 1000^® Value Index came from information technology and health care, driven by a mix of stock selection and sector allocation. (Contributions take weightings and total returns into account.) Conversely, communication services provided the weakest contribution to the Portfolio’s relative performance, due to disappointing stock selection and underweight allocation. The

 

1. See page 5 for more information on benchmark and peer group returns.

8 MainStay VP Epoch U.S. Equity Yield Portfolio

financials sector was the next most significant detractor, driven by stock selection. Consumer discretionary also undermined relative returns, due to stock selection.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

The strongest positive contributions to the Portfolio’s absolute performance came from positions in semiconductor maker Broadcom, pharmaceutical developer Eli Lilly and productivity software company Microsoft.

Broadcom designs and manufactures digital and analog semiconductors focused on connectivity. It also develops and maintains software for mainframe applications. Shares outperformed based on continued support for, and backlog of, enterprise network upgrades. The stock also benefited from growing AI-related workloads and the completion of the company’s acquisition of cloud computing and virtualization company VMWare, which led Broadcom’s management to provide positive forward guidance for 2024. Broadcom returns cash to shareholders via an attractive dividend, with a target of paying out 50% of free cash flow. The balance of cash generation is used to fund debt reduction, share repurchases and/or accretive mergers and acquisitions.

Eli Lilly discovers, develops and commercializes medicines in large, growing and defensive therapeutic areas with high unmet needs. Shares trended steadily higher on enthusiasm for a new class of drugs called GLP-1s, which demonstrated high efficacy in the treatment of diabetes while contributing to significant weight loss. Recent studies also demonstrated positive cardiovascular benefits for the drugs, as well as improvement for chronic kidney disease patients. Lilly's Mounjaro experienced rapid commercial uptake in the diabetes indication after receiving FDA approval in May of 2022, and the company’s application to use the drug in the obesity indication received FDA approval in November 2023. Eli Lilly returns cash to owners through a growing dividend and regular share repurchases. The dividend is targeted to grow in line with earnings and is well covered by free cash flow.

Microsoft shares rose on the company’s strong position in generative AI. The company is at the forefront of AI adoption through its investment in, and integration of, models developed by OpenAI. Shared plans for integration, pricing and a better board structure all helped drive Microsoft’s stock price higher. Management is dedicated to shareholder returns through continued improvements to its dividend and share repurchase plans.

The most significant detractors from the Portfolio’s absolute returns included regional bank KeyCorp, pharmaceutical firm Pfizer and integrated oil & gas company Chevron.

KeyCorp maintains branches in 15 states in the Northeast, Midwest and Northwest United States. Shares declined along with those of banking industry peers when the failures of Silicon Valley Bank and Signature Bank in March 2023 caused a crisis of confidence that reverberated through the entire sector. We believe KeyCorp will continue to generate strong earnings power. However, as higher capital standards for the industry are expected to be imposed by regulators, we anticipate that KeyCorp will need to build equity by retaining a greater proportion of earnings, holding dividends flat and deferring share repurchases for several years. We exited the Portfolio’s position to reallocate funds toward other companies in the sector that offer stronger potential for capital returns over the medium term.

Pfizer develops and markets drugs and vaccines in several therapeutic areas. Shares lagged in 2023, underperforming peers in the pharmaceutical industry as the company adjusted to life without the strong tailwind from its COVID-19 franchise drugs. The impact was compounded in December, when preliminary guidance for 2024 suggested COVID-19-related sales below market expectations. During the reporting period, Pfizer also reported that its entry in the GLP-1 class failed in a key clinical trial. Despite these near-term stumbles, we expect that ongoing revenues and earnings from the COVID-19 franchise will remain substantial, with other pipeline opportunities to offset the GLP-1 disappointment. Pfizer raised its dividend in December in line with other dividend increases in recent years, demonstrating management's confidence in, and commitment to, the company’s attractive and well-covered dividend policy.

Chevron explores, produces and markets crude oil and natural gas. It also owns and operates downstream assets that include refining, chemicals, lubricants & additives, and fuel retail & marketing. Shares underperformed due to weaker oil and natural gas prices, along with management’s announced plan to acquire Hess Corporation, while delaying the startup of a major oil project located in Kazakhstan. Chevron's integrated business model, geographic and product diversification, strong balance sheet, and continued efforts to manage costs and improve capital efficiencies allow the company to generate sustainable cash flow through commodity price cycles, while returning cash to shareholders via an attractive and growing dividend and share buybacks using excess free cash flow.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio initiated multiple positions during the reporting period, including Hewlett Packard Enterprise and Best Buy. Hewlett Packard Enterprise provides information technology solutions in the areas of compute, intelligent edge, hybrid cloud (storage), high performance compute & AI, and financial services to support enterprise-focused customers. The company attempts to drive growth by addressing expanding computing needs along

9

with its traditional server business. Hewlett Packard Enterprises returns cash through a combination of a growing dividend and share repurchases. Best Buy serves as a key retail partner for electronics original equipment manufacturers, providing an attractive retail environment of 1,150 stores in which to showcase and sell innovative products. Sales focus on home theater, smart home, computing, and mobile phone devices. Although Best Buy’s store base is ex-growth, management grows the company’s top line by obtaining allocations of innovative products, moving stores to better locations and increasing e-commerce revenue. In our view, the company has also proven adept at growing cash flow by holding overall costs flat while funding initiatives that are accretive to return on invested capital and reducing spending elsewhere. The company returns cash to shareholders through a growing, well-covered dividend and share buybacks.

Notable positions closed during the reporting period included Eversource Energy and T. Rowe Price Group. Regulated utility Eversource Energy provides natural gas, electricity and water services to customers in Connecticut, New Hampshire and western Massachusetts. The company faces a challenging situation with the pending sale of non-regulated offshore wind assets that have been written down a few times already and could be further impaired. Its relationship with Connecticut regulators has also deteriorated, reducing the company’s growth prospects in that state and dampening overall growth. We sold the Portfolio’s position to fund other shareholder yield opportunities. T. Rowe Price provides investment management services through an array of mutual funds, subadvisory services and separate account management for individual and institutional investors, retirement plans and financial intermediaries. The company has a transparent capital allocation policy, generates significant free cash flow, pays an attractive growing dividend and regularly repurchases shares. While we believe T. Rowe remains well-positioned to grow assets under management over the course of the capital markets cycle, we exited the Portfolio’s position to allocate funds to more attractive opportunities.

How did the Portfolio’s sector weightings change during the reporting period?

The Portfolio's most significant sector allocation changes during the reporting period included increases in information technology and real estate, and decreases in utilities and financials. The Portfolio’s sector allocations are a result of our bottom-up fundamental investment process and reflect the companies and securities that we confidently believe can collect and distribute sustainable, growing shareholder yield.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held its most overweight allocations relative to the Russell 1000^® Value Index in the information technology and utilities sectors. The Portfolio's most underweight allocations were in the financials and energy sectors. These positions resulted from individual stock selections rather than top-down macroeconomic views. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

10 MainStay VP Epoch U.S. Equity Yield Portfolio

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 98.3%
Aerospace & Defense 2.8%
General Dynamics Corp.	35,612	$   9,247,368
Lockheed Martin Corp.	17,741	8,040,931
RTX Corp.	89,967	7,569,823
		24,858,122
Air Freight & Logistics 0.8%
United Parcel Service, Inc., Class B	48,615	7,643,736
Banks 9.1%
Bank of America Corp.	528,320	17,788,534
Columbia Banking System, Inc.	343,465	9,163,646
JPMorgan Chase & Co.	131,751	22,410,845
PNC Financial Services Group, Inc. (The)	45,187	6,997,207
Regions Financial Corp.	351,433	6,810,772
Truist Financial Corp.	155,154	5,728,286
U.S. Bancorp	297,998	12,897,353
		81,796,643
Beverages 2.4%
Coca-Cola Co. (The)	116,021	6,837,118
Coca-Cola Europacific Partners plc	134,527	8,978,332
PepsiCo, Inc.	35,661	6,056,664
		21,872,114
Biotechnology 2.8%
AbbVie, Inc.	112,113	17,374,151
Amgen, Inc.	26,689	7,686,966
		25,061,117
Capital Markets 2.9%
BlackRock, Inc.	15,095	12,254,121
CME Group, Inc.	32,201	6,781,531
Lazard Ltd., Class A	200,012	6,960,417
		25,996,069
Chemicals 4.6%
Air Products and Chemicals, Inc.	24,409	6,683,184
Dow, Inc.	132,728	7,278,804
Linde plc	25,402	10,432,855
LyondellBasell Industries NV, Class A	71,371	6,785,955
Nutrien Ltd. (a)	97,840	5,511,327
PPG Industries, Inc.	34,603	5,174,879
		41,867,004
Commercial Services & Supplies 1.2%
Republic Services, Inc.	31,110	5,130,350
Waste Management, Inc.	29,905	5,355,986
		10,486,336

	Shares	Value
Communications Equipment 1.3%
Cisco Systems, Inc.	231,610	$  11,700,937
Consumer Staples Distribution & Retail 1.6%
Walmart, Inc.	90,537	14,273,158
Containers & Packaging 0.5%
Amcor plc	494,598	4,767,925
Diversified Telecommunication Services 1.7%
AT&T, Inc.	394,934	6,626,993
Verizon Communications, Inc.	235,200	8,867,040
		15,494,033
Electric Utilities 5.4%
Alliant Energy Corp.	113,936	5,844,917
American Electric Power Co., Inc.	132,337	10,748,411
Duke Energy Corp.	52,989	5,142,052
Entergy Corp.	72,877	7,374,424
Evergy, Inc.	96,505	5,037,561
NextEra Energy, Inc.	152,038	9,234,788
Pinnacle West Capital Corp.	69,212	4,972,190
		48,354,343
Electrical Equipment 3.4%
Eaton Corp. plc	50,650	12,197,533
Emerson Electric Co.	115,426	11,234,412
Hubbell, Inc.	23,106	7,600,257
		31,032,202
Food Products 0.5%
Mondelez International, Inc., Class A	68,122	4,934,076
Health Care Equipment & Supplies 1.6%
Medtronic plc	172,346	14,197,864
Health Care Providers & Services 3.2%
CVS Health Corp.	145,470	11,486,311
UnitedHealth Group, Inc.	33,284	17,523,028
		29,009,339
Health Care REITs 0.6%
Welltower, Inc.	56,154	5,063,406
Hotels, Restaurants & Leisure 1.9%
McDonald's Corp.	34,399	10,199,647
Vail Resorts, Inc.	32,685	6,977,267
		17,176,914

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Household Durables 0.6%
Garmin Ltd.	42,321	$   5,439,941
Household Products 1.7%
Colgate-Palmolive Co.	72,576	5,785,033
Procter & Gamble Co. (The)	64,157	9,401,567
		15,186,600
Industrial Conglomerates 1.1%
Honeywell International, Inc.	45,610	9,564,873
Industrial REITs 0.6%
Prologis, Inc.	42,989	5,730,434
Insurance 5.0%
Arthur J. Gallagher & Co.	22,250	5,003,580
Marsh & McLennan Cos., Inc.	47,507	9,001,152
MetLife, Inc.	280,501	18,549,531
Travelers Cos., Inc. (The)	64,937	12,369,849
		44,924,112
IT Services 1.4%
International Business Machines Corp.	75,613	12,366,506
Leisure Products 0.8%
Hasbro, Inc.	149,459	7,631,377
Machinery 1.8%
Cummins, Inc.	68,851	16,494,634
Media 2.4%
Comcast Corp., Class A	316,057	13,859,100
Omnicom Group, Inc.	93,481	8,087,041
		21,946,141
Multi-Utilities 2.3%
Ameren Corp.	58,963	4,265,383
CMS Energy Corp.	111,266	6,461,217
NiSource, Inc.	208,756	5,542,472
WEC Energy Group, Inc.	58,924	4,959,633
		21,228,705
Oil, Gas & Consumable Fuels 5.6%
Chevron Corp.	102,147	15,236,247
Enterprise Products Partners LP	433,242	11,415,927
MPLX LP	263,509	9,676,050
TotalEnergies SE, Sponsored ADR (a)	97,229	6,551,290

	Shares	Value
Oil, Gas & Consumable Fuels (continued)
Williams Cos., Inc. (The)	234,435	$   8,165,371
		51,044,885
Pharmaceuticals 7.1%
Bristol-Myers Squibb Co.	95,275	4,888,560
Eli Lilly & Co.	33,463	19,506,252
Johnson & Johnson	102,958	16,137,637
Merck & Co., Inc.	152,233	16,596,442
Pfizer, Inc.	239,947	6,908,074
		64,036,965
Professional Services 1.1%
Automatic Data Processing, Inc.	21,673	5,049,159
Paychex, Inc.	41,572	4,951,641
		10,000,800
Retail REITs 0.6%
Realty Income Corp.	88,827	5,100,446
Semiconductors & Semiconductor Equipment 6.2%
Analog Devices, Inc.	72,666	14,428,561
Broadcom, Inc.	19,280	21,521,300
KLA Corp.	22,740	13,218,762
Texas Instruments, Inc.	38,478	6,558,960
		55,727,583
Software 1.6%
Microsoft Corp.	38,405	14,441,816
Specialized REITs 3.0%
American Tower Corp.	27,308	5,895,251
Iron Mountain, Inc.	204,017	14,277,110
VICI Properties, Inc.	227,503	7,252,795
		27,425,156
Specialty Retail 1.6%
Best Buy Co., Inc.	65,134	5,098,690
Home Depot, Inc. (The)	26,990	9,353,384
		14,452,074
Technology Hardware, Storage & Peripherals 3.1%
Apple, Inc.	39,024	7,513,291
Dell Technologies, Inc., Class C	97,742	7,477,263
Hewlett Packard Enterprise Co.	304,023	5,162,310
NetApp, Inc.	90,179	7,950,181
		28,103,045
Tobacco 1.2%
Philip Morris International, Inc.	117,722	11,075,286

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Epoch U.S. Equity Yield Portfolio

	Shares	Value
Common Stocks (continued)
Trading Companies & Distributors 1.2%
MSC Industrial Direct Co., Inc., Class A	107,594	$  10,894,968
Total Common Stocks (Cost $719,475,664)		888,401,685
Short-Term Investments 2.3%
Affiliated Investment Company 1.6%
MainStay U.S. Government Liquidity Fund, 5.235% (b)	14,122,333	14,122,333
Unaffiliated Investment Companies 0.7%
Fidelity Government Portfolio, 5.356% (b)(c)	2,000,000	2,000,000
Invesco Government & Agency Portfolio, 5.361% (b)(c)	4,494,573	4,494,573
		6,494,573
Total Short-Term Investments (Cost $20,616,906)		20,616,906
Total Investments (Cost $740,092,570)	100.6%	909,018,591
Other Assets, Less Liabilities	(0.6)	(5,156,174)
Net Assets	100.0%	$ 903,862,417

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $6,346,648. The Portfolio received cash collateral with a value of $6,494,573. (See Note 2(H))
(b)	Current yield as of December 31, 2023.
(c)	Represents a security purchased with cash collateral received for securities on loan.

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 7,380	$ 188,873	$ (182,131)	$ —	$ —	$ 14,122	$ 509	$ —	14,122

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

Abbreviation(s):

ADR—American Depositary Receipt

REIT—Real Estate Investment Trust

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 888,401,685	$ —	$ —	$ 888,401,685
Short-Term Investments
Affiliated Investment Company	14,122,333	—	—	14,122,333
Unaffiliated Investment Companies	6,494,573	—	—	6,494,573
Total Short-Term Investments	20,616,906	—	—	20,616,906
Total Investments in Securities	$ 909,018,591	$ —	$ —	$ 909,018,591

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Epoch U.S. Equity Yield Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $725,970,237) including securities on loan of $6,346,648	$894,896,258
Investment in affiliated investment companies, at value (identified cost $14,122,333)	14,122,333
Receivables:
Investment securities sold	2,301,916
Dividends	1,896,452
Portfolio shares sold	113,396
Securities lending	857
Other assets	4,902
Total assets	913,336,114
Liabilities
Cash collateral received for securities on loan	6,494,573
Due to custodian	12,464
Payables:
Investment securities purchased	2,116,123
Manager (See Note 3)	492,644
Portfolio shares redeemed	222,765
NYLIFE Distributors (See Note 3)	81,164
Professional fees	36,510
Custodian	11,925
Shareholder communication	3,154
Accrued expenses	2,375
Total liabilities	9,473,697
Net assets	$903,862,417
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 54,932
Additional paid-in-capital	665,865,842
	665,920,774
Total distributable earnings (loss)	237,941,643
Net assets	$903,862,417

Initial Class
Net assets applicable to outstanding shares	$516,354,329
Shares of beneficial interest outstanding	31,145,872
Net asset value per share outstanding	$ 16.58
Service Class
Net assets applicable to outstanding shares	$387,508,088
Shares of beneficial interest outstanding	23,785,878
Net asset value per share outstanding	$ 16.29

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $89,531)	$27,885,081
Dividends-affiliated	509,155
Securities lending, net	21,426
Total income	28,415,662
Expenses
Manager (See Note 3)	6,272,695
Distribution/Service—Service Class (See Note 3)	970,121
Professional fees	120,350
Shareholder communication	28,333
Custodian	26,077
Trustees	23,589
Miscellaneous	29,657
Total expenses before waiver/reimbursement	7,470,822
Expense waiver/reimbursement from Manager (See Note 3)	(328,000)
Net expenses	7,142,822
Net investment income (loss)	21,272,840
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	53,543,397
Foreign currency transactions	(128)
Net realized gain (loss)	53,543,269
Net change in unrealized appreciation (depreciation) on unaffiliated investments	(1,650,954)
Net realized and unrealized gain (loss)	51,892,315
Net increase (decrease) in net assets resulting from operations	$73,165,155

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Epoch U.S. Equity Yield Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 21,272,840	$ 20,017,367
Net realized gain (loss)	53,543,269	59,959,200
Net change in unrealized appreciation (depreciation)	(1,650,954)	(109,365,957)
Net increase (decrease) in net assets resulting from operations	73,165,155	(29,389,390)
Distributions to shareholders:
Initial Class	(46,136,902)	(24,054,585)
Service Class	(34,391,207)	(17,626,723)
Total distributions to shareholders	(80,528,109)	(41,681,308)
Capital share transactions:
Net proceeds from sales of shares	65,644,769	75,116,545
Net asset value of shares issued to shareholders in reinvestment of distributions	80,528,109	41,681,308
Cost of shares redeemed	(184,794,294)	(198,345,383)
Increase (decrease) in net assets derived from capital share transactions	(38,621,416)	(81,547,530)
Net increase (decrease) in net assets	(45,984,370)	(152,618,228)
Net Assets
Beginning of year	949,846,787	1,102,465,015
End of year	$ 903,862,417	$ 949,846,787

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 16.85	$ 18.15	$ 15.13	$ 16.12	$ 14.01
Net investment income (loss) (a)	0.41	0.37	0.34	0.35	0.38
Net realized and unrealized gain (loss)	0.91	(0.90)	3.09	(0.41)	2.92
Total from investment operations	1.32	(0.53)	3.43	(0.06)	3.30
Less distributions:
From net investment income	(0.47)	(0.37)	(0.41)	(0.41)	(0.52)
From net realized gain on investments	(1.12)	(0.40)	—	(0.52)	(0.67)
Total distributions	(1.59)	(0.77)	(0.41)	(0.93)	(1.19)
Net asset value at end of year	$ 16.58	$ 16.85	$ 18.15	$ 15.13	$ 16.12
Total investment return (b)	8.69%	(2.50)%	22.89%	0.03%	24.18%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	2.45%	2.13%	2.02%	2.47%	2.43%
Net expenses (c)	0.68%	0.68%	0.68%	0.68%	0.68%
Expenses (before waiver/reimbursement) (c)	0.72%	0.71%	0.72%	0.73%	0.72%
Portfolio turnover rate	19%	19%	20%	26%	22%
Net assets at end of year (in 000's)	$ 516,354	$ 539,762	$ 640,585	$ 495,193	$ 591,185

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 16.57	$ 17.86	$ 14.90	$ 15.89	$ 13.81
Net investment income (loss) (a)	0.36	0.32	0.29	0.31	0.34
Net realized and unrealized gain (loss)	0.90	(0.88)	3.05	(0.42)	2.88
Total from investment operations	1.26	(0.56)	3.34	(0.11)	3.22
Less distributions:
From net investment income	(0.42)	(0.33)	(0.38)	(0.36)	(0.47)
From net realized gain on investments	(1.12)	(0.40)	—	(0.52)	(0.67)
Total distributions	(1.54)	(0.73)	(0.38)	(0.88)	(1.14)
Net asset value at end of year	$ 16.29	$ 16.57	$ 17.86	$ 14.90	$ 15.89
Total investment return (b)	8.42%	(2.74)%	22.58%	(0.22)%	23.87%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	2.20%	1.89%	1.77%	2.21%	2.18%
Net expenses (c)	0.93%	0.93%	0.93%	0.93%	0.93%
Expenses (before waiver/reimbursement) (c)	0.97%	0.96%	0.97%	0.98%	0.97%
Portfolio turnover rate	19%	19%	20%	26%	22%
Net assets at end of year (in 000's)	$ 387,508	$ 410,085	$ 461,880	$ 422,053	$ 460,793

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP Epoch U.S. Equity Yield Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Epoch U.S. Equity Yield Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	May 1, 1998
Service Class	June 5, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek current income and capital appreciation.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

19

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates

 

20 MainStay VP Epoch U.S. Equity Yield Portfolio

the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes

of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(H) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities

21

Notes to Financial Statements (continued)

and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(I) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable

to the Portfolio. Epoch Investment Partners, Inc. (“Epoch” or the “Subadvisor”), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of an Amended and Restated Subadvisory Agreement between New York Life Investments and Epoch, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.70% up to $500 million; 0.68% from $500 million to $1 billion; 0.66% from $1 billion to $2 billion; and 0.65% in excess of $2 billion. During the year ended December 31, 2023, the effective management fee rate was 0.69% (exclusive of any applicable waivers/reimbursements) of the Portfolio's average daily net assets.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Portfolio Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and acquired (underlying) portfolio/fund fees and expenses) of Service Class shares do not exceed 0.93% of the Portfolio's average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to Initial Class shares. This agreement will remain in effect until May 1, 2024, and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $6,272,695 and waived fees and/or reimbursed expenses in the amount of $328,000 and paid the Subadvisor fees in the amount of $2,972,348.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under

 

22 MainStay VP Epoch U.S. Equity Yield Portfolio

the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$745,752,451	$189,699,572	$(26,433,432)	$163,266,140

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$20,342,963	$54,101,072	$231,468	$163,266,140	$237,941,643

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale and partnership adjustments.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$22,976,175	$19,553,373
Long-Term Capital Gains	57,551,934	22,127,935
Total	$80,528,109	$41,681,308

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $170,521 and $273,407, respectively.

23

Notes to Financial Statements (continued)

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,083,263	$ 34,699,500
Shares issued to shareholders in reinvestment of distributions	3,026,105	46,136,902
Shares redeemed	(6,005,847)	(100,601,391)
Net increase (decrease)	(896,479)	$ (19,764,989)
Year ended December 31, 2022:
Shares sold	1,806,350	$ 31,122,708
Shares issued to shareholders in reinvestment of distributions	1,580,024	24,054,585
Shares redeemed	(6,640,134)	(115,275,069)
Net increase (decrease)	(3,253,760)	$ (60,097,776)
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	1,884,974	$ 30,945,269
Shares issued to shareholders in reinvestment of distributions	2,294,200	34,391,207
Shares redeemed	(5,135,703)	(84,192,903)
Net increase (decrease)	(956,529)	$ (18,856,427)
Year ended December 31, 2022:
Shares sold	2,619,444	$ 43,993,837
Shares issued to shareholders in reinvestment of distributions	1,176,110	17,626,723
Shares redeemed	(4,908,892)	(83,070,314)
Net increase (decrease)	(1,113,338)	$ (21,449,754)

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager

for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

 

24 MainStay VP Epoch U.S. Equity Yield Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Epoch U.S. Equity Yield Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Epoch U.S. Equity Yield Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and broker; when replies were not received from broker, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Epoch U.S. Equity Yield Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Epoch Investment Partners, Inc. (“Epoch”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”). At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and Epoch in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and Epoch in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below. Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses. The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or Epoch that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients. In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements. The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board. The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, Epoch personnel. In addition, the Board took into account other information provided by New York Life Investments throughout the year,

including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements. In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment. Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and Epoch; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and Epoch; (iii) the costs of the services provided, and profits realized, by New York Life Investments and Epoch with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses. Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS. Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations. The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio. With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and Epoch. The Board’s

 

26 MainStay VP Epoch U.S. Equity Yield Portfolio

decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and Epoch resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience. In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments and Epoch

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio. The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure. The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by Epoch, evaluating the performance of Epoch, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions. The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors. The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio. The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of Epoch and ongoing analysis of, and interactions with, Epoch with respect to, among other things, the Portfolio’s investment performance and risks as well as Epoch’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii)

compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel. In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer. The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that Epoch provides to the Portfolio and considered the terms of each of the Advisory Agreements. The Board evaluated Epoch’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and Epoch’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at Epoch. The Board considered New York Life Investments’ and Epoch’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history. In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and Epoch and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio. The Board also considered Epoch’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio. In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and Epoch regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks. The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year. These reports include, among other items, information on the Portfolio’s gross and net

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmarks, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions. The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds. In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of Epoch and the members of the Board’s Investment Committee, which generally occur on an annual basis. In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the one-, three- and ten-year periods ended July 31, 2023, and performed in line with its peer funds for the five-year period ended July 31, 2023. The Board considered its discussions with representatives from New York Life Investments and Epoch regarding the Portfolio’s investment performance.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and Epoch

The Board considered the costs of the services provided under each of the Advisory Agreements. The Board also considered the profitability of New York Life Investments and its affiliates and Epoch due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds. With respect to the profitability of Epoch’s relationship with the Portfolio, the Board considered information from New York Life Investments that Epoch’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of Epoch’s profitability was considered by the Trustees in that context. On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and Epoch, and profitability of New York Life Investments and its affiliates and Epoch due to their relationships with the Portfolio, the

Board considered, among other factors, New York Life Investments’ and its affiliates’ and Epoch’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio. The Board also considered the financial resources of New York Life Investments and Epoch and acknowledged that New York Life Investments and Epoch must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and Epoch to continue to provide high-quality services to the Portfolio. The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board. The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable. The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and Epoch and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits. The Board recognized, for example, the benefits to Epoch from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to Epoch in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities. In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between Epoch and its affiliates and New York Life Investments and its affiliates and considered the existence of a strategic partnership between New York Life Investments and Epoch that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement. In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio. In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

 

28 MainStay VP Epoch U.S. Equity Yield Portfolio

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts. The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates. The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to Epoch and its affiliates are consistent with those expected for a subadvisor to a mutual fund. With respect to Epoch, the Board considered that any profits realized by Epoch due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and Epoch, acknowledging that any such profits are based on the subadvisory fee paid to Epoch by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses. With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to Epoch is paid by New York Life Investments, not the Portfolio. The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers. The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes. In addition, the Board considered information provided by New York Life Investments and Epoch on fees charged to other investment advisory clients, including

institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any. The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules. The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients. Additionally, the Board considered the impact of contractual breakpoints, voluntary waivers and expense limitation arrangements on the Portfolio’s net management fee and expenses. The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders. The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds. Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio. The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments. The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

29

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

30 MainStay VP Epoch U.S. Equity Yield Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

31

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

32 MainStay VP Epoch U.S. Equity Yield Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

34 MainStay VP Epoch U.S. Equity Yield Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

KPMG LLP

Philadelphia, Pennsylvania

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015520 MSVPEUE11-02/24

(NYLIAC) NI521

MainStay VP American Century Sustainable Equity Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	14
Notes to Financial Statements	18
Report of Independent Registered Public Accounting Firm	26
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	27
Proxy Voting Policies and Procedures and Proxy Voting Record	32
Shareholder Reports and Quarterly Portfolio Disclosure	32
Board of Trustees and Officers	33

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	2/17/2012	24.39%	12.95%	8.73%	0.67%
Service Class Shares	2/17/2012	24.08	12.66	8.46	0.92

1.	Effective May 1, 2022, the Portfolio replaced its subadvisor, changed its investment objective and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio's prior subadvisor and principal investment strategies.
2.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
S&P 500® Index1	26.29%	15.69%	12.03%
Morningstar Large Value Category Average2	11.63	11.37	8.39

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The S&P 500® Index is the Portfolio's primary broad-based securities market index for comparison purposes. The S&P 500® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance.
2.	The Morningstar Large Value Category Average is representative of funds that invest primarily in big U.S. companies that are less expensive or growing more slowly than other large-cap stocks. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP American Century Sustainable Equity Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,081.70	$3.52	$1,021.83	$3.41	0.67%
Service Class Shares	$1,000.00	$1,080.40	$4.82	$1,020.57	$4.69	0.92%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP American Century Sustainable Equity Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Software	11.8%
Semiconductors & Semiconductor Equipment	6.9
Interactive Media & Services	6.2
Technology Hardware, Storage & Peripherals	5.2
Capital Markets	4.7
Pharmaceuticals	3.7
Specialty Retail	3.6
Banks	3.2
Life Sciences Tools & Services	3.2
Broadline Retail	3.1
Health Care Providers & Services	3.0
Financial Services	2.9
Consumer Staples Distribution & Retail	2.9
Oil, Gas & Consumable Fuels	2.6
Machinery	2.4
Biotechnology	2.3
Insurance	2.2
IT Services	2.1
Chemicals	2.0
Electronic Equipment, Instruments & Components	2.0
Industrial REITs	1.8
Building Products	1.5
Ground Transportation	1.4
Electric Utilities	1.3
Beverages	1.3

Automobiles	1.2%
Electrical Equipment	1.2
Energy Equipment & Services	1.2
Household Products	1.1
Diversified Telecommunication Services	1.1
Communications Equipment	1.1
Air Freight & Logistics	1.0
Entertainment	1.0
Hotels, Restaurants & Leisure	1.0
Automobile Components	0.8
Industrial Conglomerates	0.8
Food Products	0.8
Health Care Equipment & Supplies	0.7
Specialized REITs	0.6
Distributors	0.6
Textiles, Apparel & Luxury Goods	0.6
Consumer Finance	0.6
Aerospace & Defense	0.5
Containers & Packaging	0.5
Exchange–Traded Fund	0.1
Short–Term Investments	0.4
Other Assets, Less Liabilities	–0.2
	100.0%

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Microsoft Corp.
2.	Apple, Inc.
3.	Alphabet, Inc., Class A
4.	NVIDIA Corp.
5.	Amazon.com, Inc.

6.	UnitedHealth Group, Inc.
7.	Prologis, Inc.
8.	Meta Platforms, Inc., Class A
9.	Visa, Inc., Class A
10.	Home Depot, Inc. (The)

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of Justin M. Brown, CFA, Joseph Reiland, CFA, and Robert J. Bove of American Century Investment Management, Inc. (“American Century”), the Portfolio’s Subadvisor.

How did MainStay VP American Century Sustainable Equity Portfolio perform relative to its benchmarks and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP American Century Sustainable Equity Portfolio returned 24.39% for Initial Class shares and 24.08% for Service Class shares. Over the same period, both share classes underperformed the 26.29% return of the S&P 500^® Index (“the Index”), which is the Portfolio’s primary benchmark. For the 12 months ended December 31, 2023, both share classes outperformed the 11.63% return of the Morningstar Large Value Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

During the reporting period, the Portfolio underperformed the S&P 500^® Index primarily as a result of stock selection.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

The financials sector made the strongest positive contribution to the Portfolio’s performance relative to the Index, due to stock selection. (Contributions take weightings and total returns into account.) Stock selection in the consumer staples and health care sectors also contributed positively.

The consumer discretionary, industrials and communication services sectors detracted most significantly from relative performance, primarily as a result of stock selection.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

Top contributors to the Portfolio’s absolute performance during the reporting period included software and consumer electronics firm Microsoft, semiconductor manufacturer NVIDIA and consumer electronics company Apple.

Microsoft shares gained ground on solid earnings, driven by the strong performance of the company’s business segment and better expense management. The stock also benefited from the company’s strong position in artificial intelligence (AI), having taken an ownership stake in AI research firm OpenAI (ChatGPT’s parent), which is doing all of its model training on Microsoft’s cloud-computing system, Azure. NVIDIA exceeded earnings expectations and raised forward guidance based on demand for its graphics processing unit products for generative AI, which relies on NVIDIA for training models and inference (using the model to perform a function). Despite softness in revenues,

Apple’s profitability remained solid because of the company’s favorable product mix and superior execution.

Major detractors from absolute performance included electric utility NextEra Energy, pharmaceutical company Bristol-Myers Squibb, and retail pharmacy company and pharmacy benefit manager CVS Health.

NextEra shares lagged initially on rising interest rates. A sell-off of the stock occurred after an affiliated yield company cut its dividend growth expectations as a result of higher interest rates. This news sparked fear that a higher cost of capital would pressure returns and slow NextEra’s renewable project growth. Bristol-Myers Squibb's stock declined after a rival abandoned trials on a cardiovascular drug that is similar to one Bristol-Myers has in trials. In addition, Bristol-Myers’ medium-term earnings guidance disappointed. Although CVS reported solid financial results, shares fell sharply after insurer Blue Shield of California said it would drop CVS in favor of other pharmacy benefit managers, including Amazon.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio initiated a position in Facebook’s parent company, Meta Platforms. The company became more disciplined with regard to spending, and reported strong revenue growth as digital advertising recovered. The Portfolio also initiated a position in oil & natural gas producer EOG Resources. We liked the company’s favorable financial position with a focus on low-cost production, its lack of net debt, its commitment to returning free cash flow to investors, and its relatively low carbon footprint.

During the same period, we eliminated the Portfolio’s position in medical device manufacturer Edwards Lifesciences. The company’s growth was negatively impacted by multiple factors, including hospital staffing shortages, which, along with a relatively high valuation, led us to exit the position. We also sold the Portfolio’s position in athletic shoe and apparel manufacturer Nike in response to deteriorating fundamentals due to weaker China demand and increasing competition, as well as the company’s less attractive sustainability profile.

How did the Portfolio’s sector weightings change during the reporting period?

The Portfolio’s allocation variations relative to the Index are fairly narrow, generally within a percentage point. During the reporting period, the largest shifts in the Portfolio’s allocations—a reduction in information technology and an increase in financials—were driven by an industry recategorization, which moved the digital payments and credit card processing networks industry group out of the information technology sector and into the financials sector.

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP American Century Sustainable Equity Portfolio

Due to the recategorization mentioned above, the Portfolio’s financials allocation shifted from an underweight position to an overweight position. During the reporting period, we also increased the Portfolio’s allocation to communication services, which remained modestly underweight. Despite the recategorization-driven reduction in information technology exposure, the Portfolio continued to hold an overweight position in the sector. We also reduced the Portfolio’s allocation to materials, which remained a slightly overweight position.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held its largest position relative to the Index in the financials sector, led by holdings in the capital markets and insurance industries, where we see companies benefiting from higher interest rates. As mentioned above, the change in the Portfolio’s relative weighting in the financials sector during the reporting period was driven primarily by the recategorization of a major industry group from technology to financials. The Portfolio also held overweight exposure to health care, where we favor health care, pharmaceuticals and biotechnology issues, which tend to be somewhat insulated from inflation and better positioned to hold up in a recession.

As of the same date, the Portfolio held underweight exposure to the utilities sector, reflecting a comparative lack of fundamental business opportunities. The Portfolio also held underweight exposure to the communication services sector, since many companies in the media and entertainment industries do not currently fit our investment process. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.7%
Aerospace & Defense 0.5%
Lockheed Martin Corp.	4,814	$   2,181,897
Air Freight & Logistics 1.0%
FedEx Corp.	4,954	1,253,213
United Parcel Service, Inc., Class B	20,468	3,218,184
		4,471,397
Automobile Components 0.8%
Aptiv plc (a)	40,369	3,621,907
Automobiles 1.2%
Tesla, Inc. (a)	21,193	5,266,037
Banks 3.2%
Bank of America Corp.	119,350	4,018,515
JPMorgan Chase & Co.	40,460	6,882,246
Regions Financial Corp.	159,566	3,092,389
		13,993,150
Beverages 1.3%
PepsiCo, Inc.	32,779	5,567,185
Biotechnology 2.3%
AbbVie, Inc.	31,771	4,923,552
Amgen, Inc.	11,583	3,336,136
Vertex Pharmaceuticals, Inc. (a)	4,509	1,834,667
		10,094,355
Broadline Retail 3.1%
Amazon.com, Inc. (a)	88,387	13,429,521
Building Products 1.5%
Johnson Controls International plc	71,021	4,093,650
Masco Corp.	34,377	2,302,572
		6,396,222
Capital Markets 4.7%
Ameriprise Financial, Inc.	7,559	2,871,135
BlackRock, Inc.	4,642	3,768,376
Intercontinental Exchange, Inc.	17,407	2,235,581
Morgan Stanley	70,422	6,566,851
S&P Global, Inc.	11,182	4,925,895
		20,367,838
Chemicals 2.0%
Air Products and Chemicals, Inc.	12,695	3,475,891

	Shares	Value
Chemicals (continued)
Ecolab, Inc.	9,967	$   1,976,954
Linde plc	7,814	3,209,288
		8,662,133
Communications Equipment 1.1%
Cisco Systems, Inc.	93,956	4,746,657
Consumer Finance 0.6%
American Express Co.	13,101	2,454,341
Consumer Staples Distribution & Retail 2.9%
Costco Wholesale Corp.	4,769	3,147,922
Kroger Co. (The)	53,849	2,461,438
Sysco Corp.	52,941	3,871,575
Target Corp.	21,094	3,004,207
		12,485,142
Containers & Packaging 0.5%
Ball Corp.	35,213	2,025,452
Distributors 0.6%
LKQ Corp.	54,390	2,599,298
Diversified Telecommunication Services 1.1%
Verizon Communications, Inc.	126,792	4,780,058
Electric Utilities 1.3%
NextEra Energy, Inc.	96,149	5,840,090
Electrical Equipment 1.2%
Eaton Corp. plc	18,781	4,522,841
Generac Holdings, Inc. (a)	4,322	558,575
		5,081,416
Electronic Equipment, Instruments & Components 2.0%
CDW Corp.	19,134	4,349,541
Keysight Technologies, Inc. (a)	26,591	4,230,362
		8,579,903
Energy Equipment & Services 1.2%
Schlumberger NV	97,049	5,050,430
Entertainment 1.0%
Electronic Arts, Inc.	11,796	1,613,811
Liberty Media Corp.-Liberty Formula One, Class C (a)	12,805	808,380

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP American Century Sustainable Equity Portfolio

	Shares	Value
Common Stocks (continued)
Entertainment (continued)
Walt Disney Co. (The) (a)	20,098	$   1,814,648
		4,236,839
Financial Services 2.9%
Block, Inc. (a)	5,752	444,917
Mastercard, Inc., Class A	10,456	4,459,589
Visa, Inc., Class A (b)	29,769	7,750,359
		12,654,865
Food Products 0.8%
Mondelez International, Inc., Class A	45,389	3,287,525
Ground Transportation 1.4%
Uber Technologies, Inc. (a)	33,561	2,066,351
Union Pacific Corp.	16,358	4,017,852
		6,084,203
Health Care Equipment & Supplies 0.7%
Dexcom, Inc. (a)	6,559	813,907
Intuitive Surgical, Inc. (a)	7,223	2,436,751
		3,250,658
Health Care Providers & Services 3.0%
Cigna Group (The)	14,659	4,389,638
CVS Health Corp.	7,888	622,836
UnitedHealth Group, Inc.	15,555	8,189,241
		13,201,715
Hotels, Restaurants & Leisure 1.0%
Airbnb, Inc., Class A (a)	7,170	976,124
Chipotle Mexican Grill, Inc. (a)	496	1,134,332
Starbucks Corp.	21,149	2,030,515
		4,140,971
Household Products 1.1%
Colgate-Palmolive Co.	15,183	1,210,237
Procter & Gamble Co. (The)	25,319	3,710,246
		4,920,483
Industrial Conglomerates 0.8%
Honeywell International, Inc.	16,846	3,532,775
Industrial REITs 1.8%
Prologis, Inc.	59,105	7,878,697
Insurance 2.2%
Marsh & McLennan Cos., Inc.	16,826	3,188,022

	Shares	Value
Insurance (continued)
MetLife, Inc.	26,621	$   1,760,447
Prudential Financial, Inc.	26,479	2,746,137
Travelers Cos., Inc. (The)	10,164	1,936,140
		9,630,746
Interactive Media & Services 6.2%
Alphabet, Inc., Class A (a)	136,859	19,117,834
Meta Platforms, Inc., Class A (a)	22,169	7,846,939
		26,964,773
IT Services 2.1%
Accenture plc, Class A	14,137	4,960,815
International Business Machines Corp.	26,807	4,384,285
		9,345,100
Life Sciences Tools & Services 3.2%
Agilent Technologies, Inc.	32,836	4,565,189
Danaher Corp.	19,128	4,425,071
Thermo Fisher Scientific, Inc.	9,407	4,993,142
		13,983,402
Machinery 2.4%
Cummins, Inc.	12,840	3,076,079
Deere & Co.	5,376	2,149,701
Parker-Hannifin Corp.	5,943	2,737,940
Xylem, Inc.	21,348	2,441,357
		10,405,077
Oil, Gas & Consumable Fuels 2.6%
ConocoPhillips	52,889	6,138,826
EOG Resources, Inc.	42,716	5,166,500
		11,305,326
Pharmaceuticals 3.7%
Bristol-Myers Squibb Co.	57,221	2,936,009
Eli Lilly & Co.	4,054	2,363,158
Merck & Co., Inc.	37,478	4,085,852
Novo Nordisk A/S, Class B	29,408	3,040,225
Zoetis, Inc.	18,190	3,590,160
		16,015,404
Semiconductors & Semiconductor Equipment 6.9%
Advanced Micro Devices, Inc. (a)	41,391	6,101,447
Analog Devices, Inc.	23,107	4,588,126
Applied Materials, Inc.	22,489	3,644,792
ASML Holding NV	1,673	1,259,038
GlobalFoundries, Inc. (a)(b)	14,802	897,001
NVIDIA Corp.	27,288	13,513,563
		30,003,967

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Software 11.8%
Adobe, Inc. (a)	2,502	$   1,492,693
Cadence Design Systems, Inc. (a)	14,542	3,960,805
Microsoft Corp.	100,821	37,912,729
Salesforce, Inc. (a)	19,311	5,081,496
ServiceNow, Inc. (a)	1,768	1,249,074
Workday, Inc., Class A (a)	6,246	1,724,271
		51,421,068
Specialized REITs 0.6%
Equinix, Inc.	3,231	2,602,215
Specialty Retail 3.6%
CarMax, Inc. (a)	19,551	1,500,344
Home Depot, Inc. (The)	21,299	7,381,168
TJX Cos., Inc. (The)	47,711	4,475,769
Tractor Supply Co.	9,752	2,096,973
		15,454,254
Technology Hardware, Storage & Peripherals 5.2%
Apple, Inc.	117,592	22,639,988
Textiles, Apparel & Luxury Goods 0.6%
Deckers Outdoor Corp. (a)	3,717	2,484,554
Total Common Stocks (Cost $382,119,775)		433,139,034
Exchange-Traded Fund 0.1%
SPDR S&P 500 ETF Trust	1,122	533,298
Total Exchange-Traded Fund (Cost $530,095)		533,298

	Shares	Value
Short-Term Investments 0.4%
Affiliated Investment Company 0.2%
MainStay U.S. Government Liquidity Fund, 5.235% (c)	905,596	$     905,596
Unaffiliated Investment Company 0.2%
Invesco Government & Agency Portfolio, 5.361% (c)(d)	899,270	899,270
Total Short-Term Investments (Cost $1,804,866)		1,804,866
Total Investments (Cost $384,454,736)	100.2%	435,477,198
Other Assets, Less Liabilities	(0.2)	(1,017,828)
Net Assets	100.0%	$ 434,459,370

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.
(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $1,082,987; the total market value of collateral held by the Portfolio was $1,169,781. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $270,511. The Portfolio received cash collateral with a value of $899,270. (See Note 2(J))
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

 

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 467	$ 53,374	$ (52,935)	$ —	$ —	$ 906	$ 34	$ —	906

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP American Century Sustainable Equity Portfolio

Foreign Currency Forward Contracts

As of December 31, 2023, the Portfolio held the following foreign currency forward contracts¹:

Currency Purchased		Currency Sold		Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
USD	354,830	EUR	323,374	Bank of America N.A.	3/28/24	$  (3,391)
USD	354,893	EUR	323,374	JPMorgan Chase Bank N.A.	3/28/24	(3,327)
USD	354,893	EUR	323,374	Morgan Stanley & Co.	3/28/24	(3,327)
Total Unrealized Depreciation						$ (10,045)

1. Foreign Currency Forward Contracts are subject to limitations such that they cannot be “sold or repurchased,” although the Portfolio would be able to exit the transaction through other means, such as through the execution of an offsetting transaction.

Abbreviation(s):

ETF—Exchange-Traded Fund

EUR—Euro

REIT—Real Estate Investment Trust

SPDR—Standard & Poor’s Depositary Receipt

USD—United States Dollar

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets and liabilities:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 433,139,034	$  —	$ —	$ 433,139,034
Exchange-Traded Fund	533,298	—	—	533,298
Short-Term Investments
Affiliated Investment Company	905,596	—	—	905,596
Unaffiliated Investment Company	899,270	—	—	899,270
Total Short-Term Investments	1,804,866	—	—	1,804,866
Total Investments in Securities	$ 435,477,198	$  —	$ —	$ 435,477,198
Liability Valuation Inputs
Other Financial Instruments
Foreign Currency Forward Contracts (b)	$  —	$ (10,045)	$ —	$  (10,045)

(a)	For a complete listing of investments and their industries, see the Portfolio of Investments.
(b)	The value listed for these securities reflects unrealized appreciation (depreciation) as shown on the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $383,549,140) including securities on loan of $1,082,987	$434,571,602
Investment in affiliated investment companies, at value (identified cost $905,596)	905,596
Cash denominated in foreign currencies (identified cost $15)	15
Receivables:
Dividends	354,206
Portfolio shares sold	49,932
Securities lending	443
Other assets	4,068
Total assets	435,885,862
Liabilities
Cash collateral received for securities on loan	899,270
Due to custodian	1,200
Payables:
Manager (See Note 3)	231,547
Portfolio shares redeemed	162,208
Professional fees	47,427
NYLIFE Distributors (See Note 3)	36,529
Shareholder communication	23,896
Custodian	10,678
Accrued expenses	3,692
Unrealized depreciation on foreign currency forward contracts	10,045
Total liabilities	1,426,492
Net assets	$434,459,370
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 48,684
Additional paid-in-capital	370,178,299
	370,226,983
Total distributable earnings (loss)	64,232,387
Net assets	$434,459,370

Initial Class
Net assets applicable to outstanding shares	$260,343,871
Shares of beneficial interest outstanding	29,119,791
Net asset value per share outstanding	$ 8.94
Service Class
Net assets applicable to outstanding shares	$174,115,499
Shares of beneficial interest outstanding	19,564,195
Net asset value per share outstanding	$ 8.90

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP American Century Sustainable Equity Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $9,746)	$ 7,446,348
Dividends-affiliated	33,866
Securities lending, net	15,645
Total income	7,495,859
Expenses
Manager (See Note 3)	2,840,782
Distribution/Service—Service Class (See Note 3)	432,476
Professional fees	101,442
Shareholder communication	35,665
Custodian	25,896
Trustees	11,723
Miscellaneous	9,580
Total expenses	3,457,564
Net investment income (loss)	4,038,295
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	9,837,383
Futures transactions	(78,896)
Foreign currency transactions	1,649
Foreign currency forward transactions	12,155
Net realized gain (loss)	9,772,291
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	84,416,236
Foreign currency forward contracts	4,286
Translation of other assets and liabilities in foreign currencies	2,119
Net change in unrealized appreciation (depreciation)	84,422,641
Net realized and unrealized gain (loss)	94,194,932
Net increase (decrease) in net assets resulting from operations	$98,233,227

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 4,038,295	$ 4,673,156
Net realized gain (loss)	9,772,291	145,834,961
Net change in unrealized appreciation (depreciation)	84,422,641	(190,246,775)
Net increase (decrease) in net assets resulting from operations	98,233,227	(39,738,658)
Distributions to shareholders:
Initial Class	(88,591,811)	(38,151,110)
Service Class	(57,869,790)	(23,305,146)
Total distributions to shareholders	(146,461,601)	(61,456,256)
Capital share transactions:
Net proceeds from sales of shares	12,120,830	21,588,692
Net asset value of shares issued to shareholders in reinvestment of distributions	146,461,601	61,456,256
Cost of shares redeemed	(130,462,666)	(80,669,845)
Increase (decrease) in net assets derived from capital share transactions	28,119,765	2,375,103
Net increase (decrease) in net assets	(20,108,609)	(98,819,811)
Net Assets
Beginning of year	454,567,979	553,387,790
End of year	$ 434,459,370	$ 454,567,979

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP American Century Sustainable Equity Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 11.07	$ 13.93	$ 11.56	$ 12.89	$ 11.39
Net investment income (loss) (a)	0.11	0.13	0.21	0.25	0.29
Net realized and unrealized gain (loss)	2.14	(1.30)	2.71	(0.33)	2.58
Total from investment operations	2.25	(1.17)	2.92	(0.08)	2.87
Less distributions:
From net investment income	(0.17)	(0.23)	(0.34)	(0.40)	(0.31)
From net realized gain on investments	(4.21)	(1.46)	(0.21)	(0.85)	(1.06)
Total distributions	(4.38)	(1.69)	(0.55)	(1.25)	(1.37)
Net asset value at end of year	$ 8.94	$ 11.07	$ 13.93	$ 11.56	$ 12.89
Total investment return (b)	24.39%	(7.70)%	25.49%	0.96%	26.36%(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.99%	1.03%	1.57%	2.32%	2.30%
Net expenses (d)	0.67%	0.70%	0.76%	0.76%	0.75%
Portfolio turnover rate	28%	20%	18%	28%	16%
Net assets at end of year (in 000's)	$ 260,344	$ 281,471	$ 324,378	$ 302,584	$ 464,120

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In 2019, the Portfolio’s total investment return includes impact of payments from affiliates due to trade communications error. Excluding these items, total return would have been 26.36%.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 11.03	$ 13.87	$ 11.51	$ 12.83	$ 11.34
Net investment income (loss) (a)	0.08	0.10	0.17	0.22	0.26
Net realized and unrealized gain (loss)	2.13	(1.29)	2.71	(0.33)	2.56
Total from investment operations	2.21	(1.19)	2.88	(0.11)	2.82
Less distributions:
From net investment income	(0.13)	(0.19)	(0.31)	(0.36)	(0.27)
From net realized gain on investments	(4.21)	(1.46)	(0.21)	(0.85)	(1.06)
Total distributions	(4.34)	(1.65)	(0.52)	(1.21)	(1.33)
Net asset value at end of year	$ 8.90	$ 11.03	$ 13.87	$ 11.51	$ 12.83
Total investment return (b)	24.08%	(7.93)%	25.18%	0.71%	26.04%(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.74%	0.79%	1.32%	2.05%	2.05%
Net expenses (d)	0.92%	0.95%	1.01%	1.01%	1.00%
Portfolio turnover rate	28%	20%	18%	28%	16%
Net assets at end of year (in 000's)	$ 174,115	$ 173,097	$ 229,010	$ 226,836	$ 262,717

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In 2019, the Portfolio’s total investment return includes impact of payments from affiliates due to trade communications error. Excluding these items, total return would have been 26.04%.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP American Century Sustainable Equity Portfolio (formerly known as MainStay VP T. Rowe Price Equity Income Portfolio) (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	February 17, 2012
Service Class	February 17, 2012

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek a high level of dividend income and long-term capital growth primarily through investments in stocks.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect

 

18 MainStay VP American Century Sustainable Equity Portfolio

to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Benchmark yields	• Reported trades
• Broker/dealer quotes	• Issuer spreads
• Two-sided markets	• Benchmark securities
• Bids/offers	• Reference data (corporate actions or material event notices)
• Industry and economic events	• Comparable bonds
• Monthly payment information

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or

liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Exchange-traded funds  (“ETFs”) are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

19

Notes to Financial Statements (continued)

Foreign currency forward contracts are valued at their fair market values measured on the basis of the mean between the last current bid and ask prices based on dealer or exchange quotations and are generally categorized as Level 2 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and

distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method and includes any realized gains and losses from repayments of principal on mortgage-backed securities. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital. Discounts and premiums on securities purchased for the Portfolio are accreted and amortized, respectively, on the effective interest rate method.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Futures Contracts.  A futures contract is an agreement to purchase or sell a specified quantity of an underlying instrument at a specified future date and price, or to make or receive a cash payment based on the value of a financial instrument (e.g., foreign currency, interest rate, security or securities index). The Portfolio is subject to risks such as market price risk, leverage risk, liquidity risk, counterparty risk, operational risk, legal risk and/or interest rate risk in the normal course of investing in these contracts. Upon entering into a futures contract, the Portfolio is required to pledge to the broker or futures commission

 

20 MainStay VP American Century Sustainable Equity Portfolio

merchant an amount of cash and/or U.S. government securities equal to a certain percentage of the collateral amount, known as the “initial margin.” During the period the futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking to market such contract on a daily basis to reflect the market value of the contract at the end of each day’s trading. The Portfolio agrees to receive from or pay to the broker or futures commission merchant an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin.” When the futures contract is closed, the Portfolio records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Portfolio's basis in the contract.

The use of futures contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract or notional amounts and variation margin reflect the extent of the Portfolio's involvement in open futures positions. There are several risks associated with the use of futures contracts as hedging  techniques. There can be no assurance that a liquid market will exist at the time when the Portfolio seeks to close out a futures contract. If no liquid market exists, the Portfolio would remain obligated to meet margin requirements until the position is closed. Futures contracts may involve a small initial investment relative to the risk assumed, which could result in losses greater than if the Portfolio did not invest in futures contracts. Futures contracts may be more volatile than direct investments in the instrument underlying the futures and may not correlate to the underlying instrument, causing a given hedge not to achieve its objectives. The Portfolio's activities in futures contracts have minimal counterparty risk as they are conducted through regulated exchanges that guarantee the futures against default by the counterparty. In the event of a bankruptcy or insolvency of a futures commission merchant that holds margin on behalf of the Portfolio, the Portfolio may not be entitled to the return of the entire margin owed to the Portfolio, potentially resulting in a loss. The Portfolio may invest in futures contracts to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. The Portfolio's investment in futures contracts and other derivatives may increase the volatility of the Portfolio's NAVs and may result in a loss to the Portfolio.

(H) Foreign Currency Forward Contracts. The Portfolio may enter into foreign currency forward contracts, which are agreements to buy or sell foreign currencies on a specified future date at a specified rate. The Portfolio is subject to foreign currency exchange rate risk in the normal course of investing in these transactions. During the period the forward contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking to market such contract on a daily basis to reflect the market value of the contract at the end of each day’s trading. Cash movement occurs on the settlement date. When the forward contract is closed, the Portfolio records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Portfolio's basis in the contract. The Portfolio may purchase and sell foreign currency forward contracts for purposes of

seeking to enhance portfolio returns and manage portfolio risk more efficiently. Foreign currency forward contracts may also be used to gain exposure to a particular currency or to hedge against the risk of loss due to changing currency exchange rates. Foreign currency forward contracts to purchase or sell a foreign currency may also be used in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected.

The use of foreign currency forward contracts involves, to varying degrees, elements of risk in excess of the amount recognized in the Statement of Assets and Liabilities, including counterparty risk, market risk, leverage risk, operational risk, legal risk and liquidity risk. Counterparty risk is heightened for these instruments because foreign currency forward contracts are not exchange-traded and therefore no clearinghouse or exchange stands ready to meet the obligations under such contracts. Thus, the Portfolio faces the risk that its counterparties under such contracts may not perform their obligations. Market risk is the risk that the value of a foreign currency forward contract will depreciate due to unfavorable changes in exchange rates. Liquidity risk arises because the secondary market for foreign currency forward contracts may have less liquidity relative to markets for other securities and financial instruments. Liquidity risk also can arise when forward currency contracts create margin or settlement payment obligations for the Portfolio. Leverage risk is the risk that a foreign currency forward contract can magnify the Portfolio's gains and losses. Operational risk refers to risk related to potential operational issues (including documentation issues, settlement issues, systems failures, inadequate controls and human error), and legal risk refers to insufficient documentation, insufficient capacity or authority of the counterparty, or legality or enforceability of a foreign currency forward contract. Risks also arise from the possible movements in the foreign exchange rates underlying these instruments. While the Portfolio may enter into forward contracts to reduce currency exchange risks, changes in currency exchange rates may result in poorer overall performance for the Portfolio than if it had not engaged in such transactions. Exchange rate movements can be large, depending on the currency, and can last for extended periods of time, affecting the value of the Portfolio's assets. Moreover, there may be an imperfect correlation between the Portfolio's holdings of securities denominated in a particular currency and forward contracts entered into by the Portfolio. Such imperfect correlation may prevent the Portfolio from achieving the intended hedge or expose the Portfolio to the risk of currency exchange loss. The unrealized appreciation (depreciation) on forward contracts also reflects the Portfolio's exposure at the valuation date to credit loss in the event of a counterparty’s failure to perform its obligations.

(I) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean

21

Notes to Financial Statements (continued)

between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(J) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(K) Securities Risk.  The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region. Debt securities are also subject to the risks associated with changes in interest rates.

Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon the performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments.

The Portfolio invests in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

(L) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

(M) Quantitative Disclosure of Derivative Holdings. The following tables show additional disclosures related to the Portfolio's derivative and hedging activities, including how such activities are accounted for and their effect on the Portfolio's financial positions, performance and cash flows.

The Portfolio entered into futures contracts to manage its exposure to the securities markets or to movements in interest rates and currency values.

The Portfolio entered into foreign currency forward contracts to hedge currency risk due its exposure in foreign securities.

 

22 MainStay VP American Century Sustainable Equity Portfolio

Fair value of derivative instruments as of December 31, 2023:

Liability Derivatives	Foreign Exchange Contracts Risk	Total
Forward Contracts - Unrealized depreciation on foreign currency forward contracts	$(10,045)	$(10,045)
Total Fair Value	$(10,045)	$(10,045)

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2023:

Net Realized Gain (Loss) from:	Foreign Exchange Contracts Risk	Equity Contracts Risk	Total
Futures Transactions	$ —	$(78,896)	$(78,896)
Forward Transactions	12,155	—	12,155
Total Net Realized Gain (Loss)	$12,155	$(78,896)	$(66,741)

Net Change in Unrealized Appreciation (Depreciation)	Foreign Exchange Contracts Risk	Total
Forward Contracts	$4,286	$4,286
Total Net Change in Unrealized Appreciation (Depreciation)	$4,286	$4,286

Average Notional Amount	Total
Forward Contracts Long (a)	$ 611,174
Forward Contracts Short	$(2,677,936)

(a) Positions were open for nine months during the reporting period.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio’s Manager pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio.  American Century Investment Management, Inc. ("American Century" or the "Subadvisor"), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and American Century, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Portfolio pays the Manager a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio’s average daily net assets as follows: 0.63% up to $500 million; 0.61% from $500 million to $1 billion; and 0.585% in excess of $1 billion. During the year ended December 31, 2023, the effective management fee rate was 0.63% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $2,840,782 and paid the Subadvisor fees in the amount of $992,019.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$385,776,126	$65,071,441	$(15,370,369)	$49,701,072

23

Notes to Financial Statements (continued)

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$4,040,429	$10,492,653	$—	$49,699,305	$64,232,387

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$ 5,052,058	$13,654,316
Long-Term Capital Gains	141,409,543	47,801,940
Total	$146,461,601	$61,456,256

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no

borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $124,117 and $238,480, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	193,775	$ 2,200,917
Shares issued to shareholders in reinvestment of distributions	10,919,197	88,591,811
Shares redeemed	(7,425,754)	(84,155,536)
Net increase (decrease)	3,687,218	$ 6,637,192
Year ended December 31, 2022:
Shares sold	1,253,742	$ 16,610,052
Shares issued to shareholders in reinvestment of distributions	3,651,418	38,151,110
Shares redeemed	(2,760,864)	(35,999,613)
Net increase (decrease)	2,144,296	$ 18,761,549
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	943,390	$ 9,919,913
Shares issued to shareholders in reinvestment of distributions	7,161,393	57,869,790
Shares redeemed	(4,237,815)	(46,307,130)
Net increase (decrease)	3,866,968	$ 21,482,573
Year ended December 31, 2022:
Shares sold	397,512	$ 4,978,640
Shares issued to shareholders in reinvestment of distributions	2,237,437	23,305,146
Shares redeemed	(3,446,787)	(44,670,232)
Net increase (decrease)	(811,838)	$(16,386,446)

 

24 MainStay VP American Century Sustainable Equity Portfolio

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

25

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP American Century Sustainable Equity Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP American Century Sustainable Equity Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

26 MainStay VP American Century Sustainable Equity Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP American Century Sustainable Equity Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and American Century Investment Management, Inc. (“American Century”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and American Century in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and American Century in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or American Century that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually,

American Century personnel.  In addition, the Board took into account other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by the applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and American Century; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and American Century; (iii) the costs of the services provided, and profits realized, by New York Life Investments and American Century with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With

 

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and American Century.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and American Century resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and American Century

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by American Century, evaluating the performance of American Century, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of American Century and ongoing analysis of, and interactions with, American Century with respect to, among other

things, the Portfolio’s investment performance and risks as well as American Century’s investment capabilities and subadvisory services with respect to the Portfolio. 

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that American Century provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated American Century’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and American Century’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at American Century.  The Board considered New York Life Investments’ and American Century’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and American Century and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered American Century’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and American Century regarding their respective business continuity and disaster recovery plans. 

 

28 MainStay VP American Century Sustainable Equity Portfolio

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of American Century and the members of the Board’s Investment Committee, which generally occur on an annual basis.  In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the five- and ten-year periods ended July 31, 2023, and performed favorably relative to its peer funds for the one- and three-year periods ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments and American Century regarding the Portfolio’s investment performance. 

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and SA ABBR

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and American Century due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of American Century’s relationship with the Portfolio, the Board considered information from New York Life Investments that American Century’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of American Century’s

profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and American Century, and profitability of New York Life Investments and its affiliates and American Century due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’ and American Century’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and American Century and acknowledged that New York Life Investments and American Century must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and American Century to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and American Century and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to American Century from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to American Century in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between American Century and its affiliates and New York Life Investments and its affiliates that relates to certain current and future

29

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to American Century and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to American Century, the Board considered that any profits realized by American Century due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and American Century, acknowledging that any such profits are based on the subadvisory fee paid to American Century by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to American Century is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and American Century on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of

 

30 MainStay VP American Century Sustainable Equity Portfolio

ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

31

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

32 MainStay VP American Century Sustainable Equity Portfolio

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

34 MainStay VP American Century Sustainable Equity Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

35

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

36 MainStay VP American Century Sustainable Equity Portfolio

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015854 MSVPTRPE11-02/24

(NYLIAC) NI531

MainStay VP Natural Resources Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

This page intentionally left blank

Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	14
Notes to Financial Statements	18
Report of Independent Registered Public Accounting Firm	24
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	25
Proxy Voting Policies and Procedures and Proxy Voting Record	29
Shareholder Reports and Quarterly Portfolio Disclosure	29
Board of Trustees and Officers	30

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 20231
Class	Inception Date2	One Year	Five Years	Ten Years	Gross Expense Ratio3
Initial Class Shares	2/17/2012	1.92%	18.96%	2.79%	0.83%

1.	The Portfolio replaced its subadvisor and modified its principal investment strategies as of November 30, 2018. Therefore, the performance information shown in this report prior to November 30, 2018 reflects the Portfolio’s prior subadvisor, investment objective and principal investment strategies.
2.	Due to an organizational restructuring, the portfolio managers from Mellon Investments Corporation who managed the day-to-day operations of the Portfolio transitioned to Newton Investment Management North America, LLC as of September 1, 2021. The past performance in the graph and table prior to that date reflects the Portfolio’s prior subadvisor.
3.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
S&P Global Natural Resources Index1	4.08%	11.15%	5.15%
Morningstar Natural Resources Category Average2	7.61	12.51	4.77

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Portfolio has selected the S&P Global Natural Resources Index as its primary benchmark. The S&P Global Natural Resources Index includes 90 of the largest publicly-traded companies in natural resources and commodities businesses that meet specific investability requirements, offering investors diversified and investable equity exposure across 3 primary commodity-related sectors: agribusiness, energy, and metals & mining.
2.	The Morningstar Natural Resources Category Average is representative of funds that invest primarily on commodity-based industries such as energy, chemicals, minerals, and forest products in the United States or outside of the United States. Some funds invest across this spectrum to offer broad natural-resources exposure. Others concentrate heavily or even exclusively in specific industries. Funds that concentrate primarily in energy-related industries are part of the equity energy category. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Natural Resources Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,049.20	$4.34	$1,020.97	$4.28	0.84%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Natural Resources Portfolio

Country Composition as of December 31, 2023 (Unaudited)

United States	77.9%
Canada	12.2
Netherlands	4.6
Norway	2.7
Germany	2.4
Australia	1.4

Chile	1.2%
Brazil	0.5
Zambia	0.5
Other Assets, Less Liabilities	–3.4
	100.0%

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Freeport-McMoRan, Inc.
2.	Weatherford International plc
3.	Occidental Petroleum Corp.
4.	Shell plc
5.	CF Industries Holdings, Inc.

6.	ConocoPhillips
7.	CRH plc
8.	Schlumberger NV
9.	Teck Resources Ltd., Class B
10.	Phillips 66

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio manager Brock Campbell, CFA, and David S. Intoppa of Newton Investment Management North America, LLC, the Portfolio’s Subadvisor.

How did MainStay VP Natural Resources Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Natural Resources Portfolio returned 1.92% for Initial Class shares. Over the same period, Initial Class shares of the Portfolio underperformed the 4.08% return of the S&P Global Natural Resources Index (the “Index”), which is the Portfolio’s benchmark, and the 7.61% return of the Morningstar Natural Resources Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

Natural-resource equities are highly correlated to commodity prices, which are largely determined by supply and demand factors that can be affected by macroeconomic data, geopolitical events, and idiosyncratic, subsector and/or company news. Each of these factors affected the Portfolio’s performance relative to the Index over the reporting period.

In addition, the Portfolio is designed to take concentrated positions in our highest conviction ideas across the natural-resource equity universe. We believe this provides a solid opportunity to deliver commodity alpha² to our investors, as opposed to broad commodity exposure or beta.³ As the Portfolio does not offer diversified commodity exposure, there may be times when the Portfolio outperforms or underperforms the Index.

Which sectors were the strongest contributors to the Portfolio’s relative performance and which sectors were particularly weak?

Energy services, industrials and agriculture made the strongest contributions to the Portfolio’s relative performance over the reporting period. (Contributions take weightings and total returns into account.) Conversely, steel, forest, and paper products and U.S. onshore upstream detracted the most from the Portfolio's relative performance.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

The strongest positive contributions to the Portfolio’s absolute performance came from uranium miner Cameco, energy drilling equipment company Weatherford International and offshore oil & gas drilling services provider Transocean. Cameco shares advanced throughout the year as investors began to focus on

increasing tightness in the uranium market. Weatherford International shares rose amid increased activity and much higher capacity utilization rates. Demand for services outstripped available supply, leading to a solid pricing environment, which benefited many of the high-quality operators in this sector. Transocean shares benefited as the oilfield services industry had a solid year, marked by increased activity and significantly higher capacity utilization rates. Once again, demand for services outstripped available supply, leading to a robust pricing environment, which benefited many of the sector’s high-quality operators.

The most significant detractors from the Portfolio’s absolute performance during the same period included positions in Canadian mineral producer First Quantum Minerals, German pharmaceutical company Bayer and aluminum producer Alcoa. First Quantum Minerals shares declined as the company’s key Panamanian mine faced a referendum, raising concerns regarding future profits and cash flows. Bayer shares suffered in the face of several negative news stories regarding the company, including a downgrade of its debt by rating agency Fitch Ratings, Inc. litigation related to its agriculture business, and the termination of a clinical trial for an anticoagulant drug due to lack of efficacy. Alcoa shares lagged as investors grew increasingly concerned over the prospect of slowing global growth, the pace and sustainability of China’s reopening, and concerns regarding aluminum oversupply.

Did the Portfolio make any significant purchases or sales during the reporting period?

Key additions to the Portfolio during the reporting period included new positions in international energy and petrochemical company Shell, globally diversified building materials company CRH and diversified energy company Phillips 66. Shell engages in the exploration, production, refining and marketing of oil and natural gas, and the manufacturing and marketing of chemicals. In addition to our positive outlook on energy, we believe Shell is in the early stages of cleaning up its balance sheet, paying down debt and returning more capital to shareholders. CRH manufactures and supplies a diverse range of building materials and products for use in the construction and maintenance of infrastructure, housing and commercial projects. We believe CRH could be among the leading beneficiaries of deglobalization, as countries and companies spend on infrastructure buildouts. In our view, the company should benefit from recent U.S. legislation, including the Inflation Reduction Act and the CHIPs Act. Phillips 66 appears well positioned to benefit from gains in the natural

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

2. Alpha measures the relationship between a mutual fund’s return and its beta over a three-year period. Often, alpha is viewed as the excess return (positive or negative) or the value added by the portfolio manager.

3. Beta is a measure of volatility in relation to the market as a whole. A beta higher than 1 indicates that a security or portfolio will tend to exhibit higher volatility than the market. A beta lower than 1 indicates that a security or portfolio will tend to exhibit lower volatility than the market.

8 MainStay VP Natural Resources Portfolio

resources sector as a high-quality refiner that is now very focused on controlling expenses and improving returns.

During the same period, the Portfolio eliminated its entire positions in oil & gas exploration & production companies Hess and EOG Resources, and global mining company Anglo American, in favor of more compelling risk/reward opportunities.

How did the Portfolio’s subsector and subindustry weightings change during the reporting period?

During the reporting period, the Portfolio increased its exposure to refining and chemicals from an equally weighted position to a markedly overweight position relative to the Index. Precious metals increased from zero exposure, but remained an underweight position relative to the Index. Industrials, energy services and agriculture saw the largest decreases in overall weights during the reporting period.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, we continue to maintain strong conviction in the natural resources sector and foresee a tight supply/demand environment in the coming years. While inflation has declined somewhat, it continues to permeate the global economy, and we believe the supply response could take some time to alleviate inflationary pressures. The rise of environmental, social and governance (ESG) concerns are likely to continue to distort price signals to commodity producers, thereby exacerbating supply shortfalls. We believe that the potential impact of a recession on the Portfolio’s commodity holdings has been exaggerated by the market, despite an uneven China reopening. Our analysis suggests that the impact of slowing demand on energy and metals, the Portfolio’s major overweight positions, should be relatively moderate.

In this environment, the Portfolio’s investment process and style remains unchanged. We continue to seek investments in areas where the commodity macroeconomic and company-specific factors are aligned. In our opinion, the natural resources sector remains one of the best sources of overall portfolio diversification, inflation protection and dividend yield generation. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.5%
Australia 1.4%
South32 Ltd. (Metals & Mining)	1,346,400	$   3,055,289
Woodside Energy Group Ltd. (Oil, Gas & Consumable Fuels)	83,859	1,774,946
		4,830,235
Brazil 0.5%
Adecoagro SA (Food Products)	146,602	1,627,282
Canada 12.2%
Cameco Corp. (Oil, Gas & Consumable Fuels)	248,517	10,711,083
Capstone Copper Corp. (Metals & Mining) (a)	818,386	3,983,691
Ivanhoe Mines Ltd., Class A (Metals & Mining) (a)	430,086	4,170,865
NexGen Energy Ltd. (Oil, Gas & Consumable Fuels) (a)	881,905	6,169,774
Nutrien Ltd. (Chemicals) (b)	58,060	3,270,520
Teck Resources Ltd., Class B (Metals & Mining)	302,291	12,777,841
		41,083,774
Chile 1.2%
Antofagasta plc (Metals & Mining)	189,805	4,063,297
Germany 2.4%
Bayer AG (Registered) (Pharmaceuticals)	221,757	8,232,915
Netherlands 4.6%
Shell plc (Oil, Gas & Consumable Fuels)	468,291	15,349,467
Norway 2.7%
Equinor ASA, Sponsored ADR (Oil, Gas & Consumable Fuels)	228,492	7,229,487
Norsk Hydro ASA (Metals & Mining)	276,419	1,860,949
		9,090,436
United States 74.0%
Albemarle Corp. (Chemicals)	21,220	3,065,866
Alcoa Corp. (Metals & Mining)	231,562	7,873,108
Antero Resources Corp. (Oil, Gas & Consumable Fuels) (a)	452,486	10,262,382
Bunge Global SA (Food Products)	90,840	9,170,298
CF Industries Holdings, Inc. (Chemicals)	188,651	14,997,754
Chemours Co. (The) (Chemicals)	240,861	7,596,756

	Shares	Value
United States (continued)
Chesapeake Energy Corp. (Oil, Gas & Consumable Fuels) (b)	74,246	$   5,712,487
ConocoPhillips (Oil, Gas & Consumable Fuels)	128,699	14,938,093
Corteva, Inc. (Chemicals)	71,777	3,439,554
CRH plc (Construction Materials)	197,703	13,673,139
Darling Ingredients, Inc. (Food Products) (a)	135,365	6,746,592
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)	64,007	9,926,206
Energy Fuels, Inc. (Oil, Gas & Consumable Fuels) (a)(b)	348,141	2,503,134
EQT Corp. (Oil, Gas & Consumable Fuels)	286,859	11,089,969
Fluor Corp. (Construction & Engineering) (a)	115,915	4,540,391
Freeport-McMoRan, Inc. (Metals & Mining)	375,418	15,981,544
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)	453,668	10,960,619
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)	70,636	10,479,557
Mosaic Co. (The) (Chemicals)	101,424	3,623,880
Newmont Corp. (Metals & Mining)	204,106	8,447,947
NOV, Inc. (Energy Equipment & Services)	156,144	3,166,600
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)	260,827	15,573,980
Phillips 66 (Oil, Gas & Consumable Fuels)	92,207	12,276,440
Schlumberger NV (Energy Equipment & Services)	261,100	13,587,644
Transocean Ltd. (Energy Equipment & Services) (a)	1,584,391	10,060,883
Valero Energy Corp. (Oil, Gas & Consumable Fuels)	12,632	1,642,160
Vulcan Materials Co. (Construction Materials)	8,239	1,870,335
Weatherford International plc (Energy Equipment & Services) (a)	163,128	15,958,812
		249,166,130
Zambia 0.5%
First Quantum Minerals Ltd. (Metals & Mining)	194,549	1,593,039
Total Common Stocks (Cost $306,842,141)		335,036,575

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Natural Resources Portfolio

	Shares	Value
Short-Term Investments 3.9%
Affiliated Investment Company 0.4%
United States 0.4%
MainStay U.S. Government Liquidity Fund, 5.235% (c)	1,387,605	$   1,387,605
Unaffiliated Investment Companies 3.5%
United States 3.5%
Dreyfus Treasury Obligations Cash Management Fund, 5.40% (c)(d)	5,865,355	5,865,355
Fidelity Government Portfolio, 5.356% (c)(d)	2,000,000	2,000,000
Invesco Government & Agency Portfolio, 5.361% (c)(d)	3,715,123	3,715,123
		11,580,478
Total Short-Term Investments (Cost $12,968,083)		12,968,083
Total Investments (Cost $319,810,224)	103.4%	348,004,658
Other Assets, Less Liabilities	(3.4)	(11,325,433)
Net Assets	100.0%	$ 336,679,225

†	Percentages indicated are based on Portfolio net assets.
^	Industry and country classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.
(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $11,232,661. The Portfolio received cash collateral with a value of $11,580,478. (See Note 2(I))
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 1,917	$ 100,172	$ (100,701)	$ —	$ —	$ 1,388	$ 107	$ —	1,388

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

Abbreviation(s):

ADR—American Depositary Receipt

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 335,036,575	$ —	$ —	$ 335,036,575
Short-Term Investments
Affiliated Investment Company	1,387,605	—	—	1,387,605
Unaffiliated Investment Companies	11,580,478	—	—	11,580,478
Total Short-Term Investments	12,968,083	—	—	12,968,083
Total Investments in Securities	$ 348,004,658	$ —	$ —	$ 348,004,658

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Natural Resources Portfolio

The table below sets forth the diversification of the Portfolio’s investments by industry.

Industry Diversification

	Value	Percent †^
Chemicals	$ 35,994,330	10.7%
Construction & Engineering	4,540,391	1.4
Construction Materials	15,543,474	4.6
Energy Equipment & Services	42,773,939	12.7
Food Products	17,544,172	5.2
Metals & Mining	63,807,570	19.0
Oil, Gas & Consumable Fuels	146,599,784	43.5
Pharmaceuticals	8,232,915	2.4
	335,036,575	99.5
Short-Term Investments	12,968,083	3.9
Other Assets, Less Liabilities	(11,325,433)	(3.4)
Net Assets	$336,679,225	100.0%

† Percentages indicated are based on Portfolio net assets.

^ Industry and country classifications may be different than those used for compliance monitoring purposes.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $318,422,619) including securities on loan of $11,232,661	$346,617,053
Investment in affiliated investment companies, at value (identified cost $1,387,605)	1,387,605
Cash denominated in foreign currencies (identified cost $355,448)	365,666
Receivables:
Dividends	441,818
Portfolio shares sold	17,560
Securities lending	1,811
Other assets	1,506
Total assets	348,833,019
Liabilities
Cash collateral received for securities on loan	11,580,478
Payables:
Portfolio shares redeemed	294,000
Manager (See Note 3)	221,288
Professional fees	44,419
Custodian	13,547
Shareholder communication	46
Accrued expenses	16
Total liabilities	12,153,794
Net assets	$336,679,225
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 28,124
Additional paid-in-capital	343,127,406
	343,155,530
Total distributable earnings (loss)	(6,476,305)
Net assets	$336,679,225

Initial Class
Net assets applicable to outstanding shares	$336,679,225
Shares of beneficial interest outstanding	28,123,768
Net asset value per share outstanding	$ 11.97

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Natural Resources Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $323,387)	$ 8,755,987
Securities lending, net	111,179
Dividends-affiliated	106,702
Total income	8,973,868
Expenses
Manager (See Note 3)	2,886,962
Professional fees	95,231
Custodian	36,470
Shareholder communication	17,773
Trustees	9,550
Miscellaneous	17,413
Total expenses	3,063,399
Net investment income (loss)	5,910,469
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	39,619,078
Foreign currency transactions	95,490
Net realized gain (loss)	39,714,568
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	(37,904,702)
Translation of other assets and liabilities in foreign currencies	6,798
Net change in unrealized appreciation (depreciation)	(37,897,904)
Net realized and unrealized gain (loss)	1,816,664
Net increase (decrease) in net assets resulting from operations	$ 7,727,133

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 5,910,469	$ 7,413,546
Net realized gain (loss)	39,714,568	107,424,418
Net change in unrealized appreciation (depreciation)	(37,897,904)	(8,349,052)
Net increase (decrease) in net assets resulting from operations	7,727,133	106,488,912
Distributions to shareholders:
Initial Class	(7,514,547)	(4,193,860)
Capital share transactions:
Net proceeds from sales of shares	40,152,127	117,317,650
Net asset value of shares issued to shareholders in reinvestment of distributions	7,514,547	4,193,860
Cost of shares redeemed	(107,337,171)	(120,252,694)
Increase (decrease) in net assets derived from capital share transactions	(59,670,497)	1,258,816
Net increase (decrease) in net assets	(59,457,911)	103,553,868
Net Assets
Beginning of year	396,137,136	292,583,268
End of year	$ 336,679,225	$ 396,137,136

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Natural Resources Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 12.00	$ 8.93	$ 6.55	$ 6.29	$ 5.43
Net investment income (loss)	0.19	0.22	0.12(a)	0.09(a)	0.13(a)
Net realized and unrealized gain (loss)	0.04	2.97	2.36	0.32	0.78
Total from investment operations	0.23	3.19	2.48	0.41	0.91
Less distributions:
From net investment income	(0.26)	(0.12)	(0.10)	(0.15)	(0.05)
Net asset value at end of year	$ 11.97	$ 12.00	$ 8.93	$ 6.55	$ 6.29
Total investment return (b)	1.92%	35.84%	38.02%	6.89%	16.62%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.62%	1.94%	1.56%	1.68%	2.17%
Net expenses (c)	0.84%	0.83%	0.85%	0.86%	0.96%
Portfolio turnover rate	85%	92%	72%	68%	87%
Net assets at end of year (in 000's)	$ 336,679	$ 396,137	$ 292,583	$ 238,908	$ 249,276

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Natural Resources Portfolio (the "Portfolio"), a "non-diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time. However, due to its principal investment strategies and investment processes, the Portfolio has historically operated as a "diversified" portfolio. Therefore, the Portfolio will not operate as "non-diversified" portfolio without first obtaining shareholder approval.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share class that has been registered and commenced operations:

Class	Commenced Operations
Initial Class	February 17, 2012

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares.

The Portfolio's investment objective is to seek long-term capital appreciation.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use

 

18 MainStay VP Natural Resources Portfolio

of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents

a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Certain securities held by the Portfolio may principally trade in foreign markets. Events may occur between the time the foreign markets close and the time at which the Portfolio's NAVs are calculated. These events may include, but are not limited to, situations relating to a single issuer in a market sector, significant fluctuations in U.S. or foreign markets, natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. Should the Valuation Designee conclude that such events may have affected the accuracy of the last price of such securities reported on the local foreign market, the Valuation Designee may, pursuant to the Valuation Procedures, adjust the value of the local price to reflect the estimated impact on the price of such securities as a result of such events. In this instance, securities are generally categorized as Level 3 in the hierarchy. Additionally, certain foreign equity securities are also fair valued whenever the movement of a particular index exceeds certain thresholds. In such cases, the securities are fair valued by applying factors provided by a third-party vendor in accordance with the Valuation Procedures and are generally categorized as Level 2 in the hierarchy.

If the principal market of certain foreign equity securities is closed in observance of a local foreign holiday, these securities are valued using the last closing price of regular trading on the relevant exchange and fair valued by applying factors provided by a third-party vendor in accordance with the Valuation Procedures. These securities are generally categorized as Level 2 in the hierarchy.

19

Notes to Financial Statements (continued)

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements.

The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Foreign Taxes. The Portfolio may be subject to foreign taxes on income and other transaction-based taxes imposed by certain countries in which it invests. A portion of the taxes on gains on investments or currency purchases/repatriation may be reclaimable. The Portfolio will accrue such taxes and reclaims as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

The Portfolio may be subject to taxation on realized capital gains, repatriation proceeds and other transaction-based taxes imposed by certain countries in which it invests. The Portfolio will accrue such taxes as applicable based upon its current interpretation of tax rules and regulations that exist in the market in which it invests. Capital gains taxes relating to positions still held are reflected as a liability in the Statement of Assets and Liabilities, as well as an adjustment to the Portfolio's net unrealized appreciation (depreciation). Taxes related to capital gains realized, if any, are reflected as part of net realized gain (loss) in the Statement of Operations. Changes in tax liabilities related to capital gains taxes on unrealized investment gains, if any, are reflected as part of the change in net unrealized appreciation (depreciation) on investments in the Statement of Operations. Transaction-based charges are generally assessed as a percentage of the transaction amount.

(D) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(E) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital. Discounts and premiums on securities purchased for the Portfolio are accreted and amortized, respectively, on the effective interest rate method.

(F) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

 

20 MainStay VP Natural Resources Portfolio

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(G) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(H) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(I) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The

Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(J) Foreign Securities Risk. The Portfolio may invest in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Portfolio's ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Portfolio's investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

(K) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio’s Manager, pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The

21

Notes to Financial Statements (continued)

Manager provides offices, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. Newton Investment Management North America, LLC (“Newton” or the “Subadvisor”), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and Newton, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.79% up to $1 billion; and 0.78% in excess of $1 billion. During the year ended December 31, 2023, the effective management fee rate was 0.79% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $2,886,962 and paid the Subadvisor fees in the amount of $1,321,315.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$322,566,870	$45,084,838	$(19,647,050)	$25,437,788

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$8,439,500	$(40,362,591)	$—	$25,446,786	$(6,476,305)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale and Passive Foreign Investment Company (“PFIC”) adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $40,362,591, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$21,667	$18,695

The Portfolio utilized $38,902,835 of capital loss carryforwards during the year ended December 31, 2023.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$7,514,547	$4,193,860

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

 

22 MainStay VP Natural Resources Portfolio

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $307,520 and $368,317, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	3,386,394	$ 40,152,127
Shares issued to shareholders in reinvestment of distributions	620,463	7,514,547
Shares redeemed	(8,887,032)	(107,337,171)
Net increase (decrease)	(4,880,175)	$ (59,670,497)
Year ended December 31, 2022:
Shares sold	10,407,226	$ 117,317,650
Shares issued to shareholders in reinvestment of distributions	365,214	4,193,860
Shares redeemed	(10,531,284)	(120,252,694)
Net increase (decrease)	241,156	$ 1,258,816

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

23

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Natural Resources Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Natural Resources Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and transfer agents. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

24 MainStay VP Natural Resources Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Natural Resources Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Newton Investment Management North America, LLC (“Newton”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and Newton in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and Newton in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or Newton that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, Newton personnel.  In addition, the Board took into account other

information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels and share purchase and redemption activity, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and Newton; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and Newton; (iii) the costs of the services provided, and profits realized, by New York Life Investments and Newton with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and Newton.  The Board’s

 

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and Newton resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments and Newton

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by Newton, evaluating the performance of Newton, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of Newton and ongoing analysis of, and interactions with, Newton with respect to, among other things, the Portfolio’s investment performance and risks as well as Newton’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii)

compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that Newton provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated Newton’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and Newton’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at Newton.  The Board considered New York Life Investments’ and Newton’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and Newton and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered Newton’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and Newton regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net

 

26 MainStay VP Natural Resources Portfolio

returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of Newton and the members of the Board’s Investment Committee, which generally occur on an annual basis.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and Newton

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and Newton due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of Newton’s relationship with the Portfolio, the Board considered information from New York Life Investments that Newton’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of Newton’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and Newton, and profitability of New York Life Investments and its affiliates and Newton due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’ and Newton’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York

Life Investments and Newton and acknowledged that New York Life Investments and Newton must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and Newton to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and Newton and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to Newton from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to Newton in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between Newton and its affiliates and New York Life Investments and its affiliates that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities.  The Board considered information about these other revenues and their impact on the profitability of the relationship with

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to Newton and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to Newton, the Board considered that any profits realized by Newton due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and Newton, acknowledging that any such profits are based on the subadvisory fee paid to Newton by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to Newton is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and Newton on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net

management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

 

28 MainStay VP Natural Resources Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

29

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

30 MainStay VP Natural Resources Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

31

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

32 MainStay VP Natural Resources Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

33

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015939 MSVPVEG11-02/24

(NYLIAC) NI533

MainStay VP S&P 500 Index Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	9
Portfolio of Investments	10
Financial Statements	19
Notes to Financial Statements	23
Report of Independent Registered Public Accounting Firm	31
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	32
Proxy Voting Policies and Procedures and Proxy Voting Record	36
Shareholder Reports and Quarterly Portfolio Disclosure	36
Board of Trustees and Officers	37

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	1/29/1993	26.14%	15.53%	11.81%	0.19%
Service Class Shares	6/5/2003	25.83	15.25	11.53	0.44

1.	Effective June 13, 2022, the Portfolio replaced its subadvisor. The past performance in the graph and table prior to that date reflects the Portfolio's prior subadvisor.
2.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
S&P 500® Index1	26.29%	15.69%	12.03%
Morningstar Large Blend Category Average2	22.32	14.26	10.55

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The S&P 500® Index is the Portfolio's primary broad-based securities market index for comparison purposes. The S&P 500® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). The foregoing trademarks have been licensed for use by S&P Dow Jones Indices LLC and sublicensed for certain purposes by New York Life Investment Management LLC. The S&P 500® Index is a product of S&P Dow Jones Indices LLC and has been licensed for use by New York Life Investment Management LLC. MainStay S&P 500 Index Portfolio is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, S&P nor their respective affiliates make any representation regarding the advisability of investing in such product(s).
2.	The Morningstar Large Blend Category Average is representative of funds that represent the overall U.S. stock market in size, growth rates and price. Stocks in the top 70% of the capitalization of the U.S. equity market are defined as large cap. The blend style is assigned to funds where neither growth nor value characteristics predominate. These funds tend to invest across the spectrum of U.S. industries, and owing to their broad exposure, the funds' returns are often similar to those of the S&P 500® Index. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP S&P 500 Index Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,079.80	$0.63	$1,024.60	$0.61	0.12%
Service Class Shares	$1,000.00	$1,078.40	$1.94	$1,023.34	$1.89	0.37%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP S&P 500 Index Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Software	10.6%
Semiconductors & Semiconductor Equipment	8.0
Technology Hardware, Storage & Peripherals	7.2
Interactive Media & Services	5.7
Financial Services	4.1
Pharmaceuticals	3.7
Oil, Gas & Consumable Fuels	3.5
Broadline Retail	3.5
Banks	3.2
Capital Markets	3.0
Health Care Providers & Services	2.8
Health Care Equipment & Supplies	2.5
Hotels, Restaurants & Leisure	2.2
Insurance	2.0
Specialty Retail	2.0
Biotechnology	2.0
Automobiles	1.9
Consumer Staples Distribution & Retail	1.8
Machinery	1.8
Aerospace & Defense	1.6
Chemicals	1.6
Electric Utilities	1.5
Beverages	1.5
Life Sciences Tools & Services	1.4
IT Services	1.2
Household Products	1.2
Entertainment	1.2
Specialized REITs	1.1
Ground Transportation	1.1
Food Products	0.9
Industrial Conglomerates	0.8
Communications Equipment	0.8
Professional Services	0.7
Diversified Telecommunication Services	0.7
Media	0.7
Multi–Utilities	0.6

Electrical Equipment	0.6%
Electronic Equipment, Instruments & Components	0.6
Commercial Services & Supplies	0.6
Tobacco	0.5
Textiles, Apparel & Luxury Goods	0.5
Consumer Finance	0.5
Air Freight & Logistics	0.5
Building Products	0.5
Metals & Mining	0.4
Household Durables	0.4
Energy Equipment & Services	0.4
Industrial REITs	0.3
Residential REITs	0.3
Retail REITs	0.3
Trading Companies & Distributors	0.3
Containers & Packaging	0.2
Wireless Telecommunication Services	0.2
Health Care REITs	0.2
Personal Care Products	0.2
Passenger Airlines	0.2
Real Estate Management & Development	0.2
Construction Materials	0.2
Distributors	0.1
Automobile Components	0.1
Construction & Engineering	0.1
Office REITs	0.1
Water Utilities	0.1
Gas Utilities	0.0‡
Hotel & Resort REITs	0.0‡
Independent Power and Renewable Electricity Producers	0.0‡
Leisure Products	0.0‡
Short–Term Investments	1.2
Other Assets, Less Liabilities	0.1
	100.0%

‡ Less than one–tenth of a percent.

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

7

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Apple, Inc.
2.	Microsoft Corp.
3.	Alphabet, Inc.
4.	Amazon.com, Inc.
5.	NVIDIA Corp.

6.	Meta Platforms, Inc., Class A
7.	Tesla, Inc.
8.	Berkshire Hathaway, Inc., Class B
9.	JPMorgan Chase & Co.
10.	Broadcom, Inc.

8 MainStay VP S&P 500 Index Portfolio

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio manager Francis J. Ok of IndexIQ Advisors LLC, the Portfolio’s Subadvisor.

How did MainStay VP S&P 500^® Index Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months December 31, 2023, MainStay VP S&P 500^® Index Portfolio returned 26.14% for Initial Class shares and 25.83% for Service Class shares. Over the same period, both share classes underperformed the 26.29% return of the S&P 500^® Index (the “Index”), which is the Portfolio’s benchmark. Although the Portfolio seeks investment results that correspond to the total return performance of common stocks in the aggregate as represented by the S&P 500^® Index, the Portfolio’s net performance will typically lag that of the Index because the Portfolio incurs operating expenses that the Index does not. For the 12 months ended December 31, 2023, both share classes outperformed the 22.32% return of the Morningstar Large Blend Category Average.¹

During the reporting period, which S&P 500^® industries had the highest total returns and which industries had the lowest total returns?

The Index industry groups with the highest total returns during the reporting period included semiconductors & semiconductor equipment, interactive media & services and automobile manufacturers. Conversely, the industry groups that had the lowest total returns were alternative carriers, housewares & specialties, and personal care products.

During the reporting period, which S&P 500^® industries made the strongest positive contributions to the Portfolio’s absolute performance and which industries made the weakest contributions?

The Index industries that made the strongest positive contributions to the Portfolio’s absolute performance during the reporting period included semiconductors, systems software and interactive media & services. (Contributions take weightings and total returns into account.) During the same period, the industries that made the weakest contributions to the Portfolio’s absolute performance included integrated oil & gas, regional banks and electric utilities.

During the reporting period, which individual stocks in the S&P 500^® Index had the highest total returns and which individual stocks had the lowest total returns?

The Index stocks with the highest total returns during the reporting period included semiconductor maker NVIDIA, social media company Meta Platforms and cruise line operator Carnival. Conversely, the stocks of solar energy systems producer Enphase

Energy, agricultural sciences company FMC and pharmaceutical developer Moderna produced the weakest total returns.

During the reporting period, which S&P 500^® stocks made the strongest positive contributions to the Portfolio’s absolute performance and which S&P 500^® stocks made the weakest contributions?

The Index stocks that made the strongest positive contributions to the Portfolio’s absolute performance during the reporting period included productivity software company Microsoft, consumer products maker Apple and semiconductor manufacturer NVIDIA. The stocks making the weakest contributions included pharmaceutical company Pfizer, integrated oil & gas firm Chevron and electric utility NextEra Energy.

Were there any changes in the S&P 500^® Index during the reporting period?

During the reporting period, there were 16 additions to and 17 deletions from the S&P 500^® Index. In terms of index weight, significant additions to the S&P 500^® Index included Blackstone and Palo Alto Networks, while significant deletions included Activision Blizzard and SVB Financial Group. 

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

The opinions expressed are those of the portfolio manager as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 98.7%
Aerospace & Defense 1.6%
Axon Enterprise, Inc. (a)	6,583	$     1,700,587
Boeing Co. (The) (a)	53,152	13,854,600
General Dynamics Corp.	21,170	5,497,214
Howmet Aerospace, Inc.	36,560	1,978,627
Huntington Ingalls Industries, Inc.	3,713	964,043
L3Harris Technologies, Inc.	17,715	3,731,133
Lockheed Martin Corp.	20,638	9,353,967
Northrop Grumman Corp.	13,248	6,201,919
RTX Corp.	134,394	11,307,911
Textron, Inc.	18,320	1,473,295
TransDigm Group, Inc.	5,170	5,229,972
		61,293,268
Air Freight & Logistics 0.5%
CH Robinson Worldwide, Inc.	10,896	941,305
Expeditors International of Washington, Inc.	13,589	1,728,521
FedEx Corp.	21,619	5,468,958
United Parcel Service, Inc., Class B	67,599	10,628,591
		18,767,375
Automobile Components 0.1%
Aptiv plc (a)	26,438	2,372,018
BorgWarner, Inc.	21,999	788,664
		3,160,682
Automobiles 1.9%
Ford Motor Co.	367,515	4,480,008
General Motors Co.	127,999	4,597,724
Tesla, Inc. (a)	258,493	64,230,341
		73,308,073
Banks 3.2%
Bank of America Corp.	643,503	21,666,746
Citigroup, Inc.	178,881	9,201,639
Citizens Financial Group, Inc.	43,576	1,444,109
Comerica, Inc.	12,333	688,305
Fifth Third Bancorp	63,651	2,195,323
Huntington Bancshares, Inc.	135,345	1,721,588
JPMorgan Chase & Co.	270,209	45,962,551
KeyCorp	87,508	1,260,115
M&T Bank Corp.	15,511	2,126,248
PNC Financial Services Group, Inc. (The)	37,231	5,765,220
Regions Financial Corp.	86,929	1,684,684
Truist Financial Corp.	124,655	4,602,262
U.S. Bancorp	145,525	6,298,322
Wells Fargo & Co.	339,432	16,706,843

	Shares	Value
Banks (continued)
Zions Bancorp NA	13,864	$       608,214
		121,932,169
Beverages 1.5%
Brown-Forman Corp., Class B	17,102	976,524
Coca-Cola Co. (The)	363,680	21,431,662
Constellation Brands, Inc., Class A	15,106	3,651,876
Keurig Dr Pepper, Inc.	94,101	3,135,445
Molson Coors Beverage Co., Class B	17,307	1,059,361
Monster Beverage Corp. (a)	69,044	3,977,625
PepsiCo, Inc.	128,502	21,824,780
		56,057,273
Biotechnology 2.0%
AbbVie, Inc.	165,016	25,572,529
Amgen, Inc.	50,020	14,406,760
Biogen, Inc. (a)	13,543	3,504,522
Gilead Sciences, Inc.	116,462	9,434,587
Incyte Corp. (a)	17,385	1,091,604
Moderna, Inc. (a)	31,004	3,083,348
Regeneron Pharmaceuticals, Inc. (a)	10,013	8,794,318
Vertex Pharmaceuticals, Inc. (a)	24,084	9,799,539
		75,687,207
Broadline Retail 3.5%
Amazon.com, Inc. (a)	849,967	129,143,987
eBay, Inc.	48,508	2,115,919
Etsy, Inc. (a)	11,192	907,112
		132,167,018
Building Products 0.5%
A O Smith Corp.	11,480	946,411
Allegion plc	8,205	1,039,492
Builders FirstSource, Inc. (a)	11,534	1,925,486
Carrier Global Corp.	78,422	4,505,344
Johnson Controls International plc	63,586	3,665,097
Masco Corp.	20,983	1,405,441
Trane Technologies plc	21,347	5,206,533
		18,693,804
Capital Markets 3.0%
Ameriprise Financial, Inc.	9,458	3,592,432
Bank of New York Mellon Corp. (The)	71,882	3,741,458
BlackRock, Inc.	13,070	10,610,226
Blackstone, Inc.	66,411	8,694,528
Cboe Global Markets, Inc.	9,866	1,761,673
Charles Schwab Corp. (The)	139,096	9,569,805
CME Group, Inc.	33,647	7,086,058
FactSet Research Systems, Inc.	3,551	1,694,005

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP S&P 500 Index Portfolio

	Shares	Value
Common Stocks (continued)
Capital Markets (continued)
Franklin Resources, Inc.	26,349	$       784,937
Goldman Sachs Group, Inc. (The)	30,480	11,758,270
Intercontinental Exchange, Inc.	53,496	6,870,491
Invesco Ltd.	41,985	749,012
MarketAxess Holdings, Inc.	3,543	1,037,568
Moody's Corp.	14,710	5,745,138
Morgan Stanley	118,122	11,014,876
MSCI, Inc.	7,392	4,181,285
Nasdaq, Inc.	31,816	1,849,782
Northern Trust Corp.	19,351	1,632,837
Raymond James Financial, Inc.	17,564	1,958,386
S&P Global, Inc.	30,283	13,340,267
State Street Corp.	28,842	2,234,101
T. Rowe Price Group, Inc.	20,887	2,249,321
		112,156,456
Chemicals 1.6%
Air Products and Chemicals, Inc.	20,763	5,684,909
Albemarle Corp.	10,968	1,584,657
Celanese Corp.	9,367	1,455,351
CF Industries Holdings, Inc.	17,857	1,419,631
Corteva, Inc.	65,868	3,156,395
Dow, Inc.	65,556	3,595,091
DuPont de Nemours, Inc.	40,194	3,092,124
Eastman Chemical Co.	11,082	995,385
Ecolab, Inc.	23,719	4,704,664
FMC Corp.	11,651	734,596
International Flavors & Fragrances, Inc.	23,860	1,931,944
Linde plc	45,320	18,613,377
LyondellBasell Industries NV, Class A	23,950	2,277,166
Mosaic Co. (The)	30,548	1,091,480
PPG Industries, Inc.	22,041	3,296,232
Sherwin-Williams Co. (The)	22,010	6,864,919
		60,497,921
Commercial Services & Supplies 0.6%
Cintas Corp.	8,093	4,877,327
Copart, Inc. (a)	81,667	4,001,683
Republic Services, Inc.	19,115	3,152,255
Rollins, Inc.	26,251	1,146,381
Veralto Corp.	20,499	1,686,248
Waste Management, Inc.	34,257	6,135,429
		20,999,323
Communications Equipment 0.8%
Arista Networks, Inc. (a)	23,552	5,546,732
Cisco Systems, Inc.	378,585	19,126,114
F5, Inc. (a)	5,581	998,887

	Shares	Value
Communications Equipment (continued)
Juniper Networks, Inc.	29,803	$       878,593
Motorola Solutions, Inc.	15,512	4,856,652
		31,406,978
Construction & Engineering 0.1%
Quanta Services, Inc.	13,579	2,930,348
Construction Materials 0.2%
Martin Marietta Materials, Inc.	5,777	2,882,203
Vulcan Materials Co.	12,419	2,819,237
		5,701,440
Consumer Finance 0.5%
American Express Co.	53,809	10,080,578
Capital One Financial Corp.	35,596	4,667,348
Discover Financial Services	23,372	2,627,013
Synchrony Financial	38,676	1,477,036
		18,851,975
Consumer Staples Distribution & Retail 1.8%
Costco Wholesale Corp.	41,381	27,314,771
Dollar General Corp.	20,513	2,788,742
Dollar Tree, Inc. (a)	19,535	2,774,947
Kroger Co. (The)	61,853	2,827,301
Sysco Corp.	47,125	3,446,251
Target Corp.	43,144	6,144,568
Walgreens Boots Alliance, Inc.	67,056	1,750,832
Walmart, Inc.	133,331	21,019,632
		68,067,044
Containers & Packaging 0.2%
Amcor plc	135,089	1,302,258
Avery Dennison Corp.	7,527	1,521,658
Ball Corp.	29,485	1,695,977
International Paper Co.	32,337	1,168,983
Packaging Corp. of America	8,377	1,364,697
Westrock Co.	23,984	995,816
		8,049,389
Distributors 0.1%
Genuine Parts Co.	13,104	1,814,904
LKQ Corp.	25,011	1,195,276
Pool Corp.	3,615	1,441,336
		4,451,516
Diversified Telecommunication Services 0.7%
AT&T, Inc.	668,278	11,213,705
Verizon Communications, Inc.	392,937	14,813,725
		26,027,430

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Electric Utilities 1.5%
Alliant Energy Corp.	23,850	$     1,223,505
American Electric Power Co., Inc.	49,151	3,992,044
Constellation Energy Corp.	29,851	3,489,283
Duke Energy Corp.	72,035	6,990,277
Edison International	35,824	2,561,058
Entergy Corp.	19,765	2,000,020
Evergy, Inc.	21,471	1,120,786
Eversource Energy	32,650	2,015,158
Exelon Corp.	93,039	3,340,100
FirstEnergy Corp.	48,293	1,770,421
NextEra Energy, Inc.	191,763	11,647,685
NRG Energy, Inc.	21,101	1,090,922
PG&E Corp.	199,409	3,595,344
Pinnacle West Capital Corp.	10,605	761,863
PPL Corp.	68,895	1,867,055
Southern Co. (The)	101,935	7,147,682
Xcel Energy, Inc.	51,576	3,193,070
		57,806,273
Electrical Equipment 0.6%
AMETEK, Inc.	21,572	3,557,007
Eaton Corp. plc	37,321	8,987,643
Emerson Electric Co.	53,284	5,186,132
Generac Holdings, Inc. (a)	5,742	742,096
Hubbell, Inc.	5,015	1,649,584
Rockwell Automation, Inc.	10,718	3,327,725
		23,450,187
Electronic Equipment, Instruments & Components 0.6%
Amphenol Corp., Class A	55,921	5,543,449
CDW Corp.	12,521	2,846,274
Corning, Inc.	71,768	2,185,335
Jabil, Inc.	11,958	1,523,449
Keysight Technologies, Inc. (a)	16,597	2,640,417
TE Connectivity Ltd.	29,047	4,081,103
Teledyne Technologies, Inc. (a)	4,410	1,968,139
Trimble, Inc. (a)	23,240	1,236,368
Zebra Technologies Corp., Class A (a)	4,800	1,311,984
		23,336,518
Energy Equipment & Services 0.4%
Baker Hughes Co.	94,048	3,214,561
Halliburton Co.	83,656	3,024,164
Schlumberger NV	133,511	6,947,912
		13,186,637
Entertainment 1.2%
Electronic Arts, Inc.	22,876	3,129,666

	Shares	Value
Entertainment (continued)
Live Nation Entertainment, Inc. (a)	13,269	$     1,241,978
Netflix, Inc. (a)	40,908	19,917,287
Take-Two Interactive Software, Inc. (a)	14,783	2,379,324
Walt Disney Co. (The) (a)	171,021	15,441,486
Warner Bros Discovery, Inc. (a)	207,408	2,360,303
		44,470,044
Financial Services 4.1%
Berkshire Hathaway, Inc., Class B (a)	170,054	60,651,460
Fidelity National Information Services, Inc.	55,377	3,326,496
Fiserv, Inc. (a)	56,096	7,451,793
FleetCor Technologies, Inc. (a)	6,749	1,907,335
Global Payments, Inc.	24,332	3,090,164
Jack Henry & Associates, Inc.	6,807	1,112,332
Mastercard, Inc., Class A	77,398	33,011,021
PayPal Holdings, Inc. (a)	100,769	6,188,224
Visa, Inc., Class A	148,983	38,787,724
		155,526,549
Food Products 0.9%
Archer-Daniels-Midland Co.	49,853	3,600,384
Bunge Global SA	13,579	1,370,800
Campbell Soup Co.	18,359	793,660
Conagra Brands, Inc.	44,673	1,280,328
General Mills, Inc.	54,329	3,538,991
Hershey Co. (The)	14,009	2,611,838
Hormel Foods Corp.	27,095	870,020
J M Smucker Co. (The)	9,928	1,254,701
Kellanova	24,670	1,379,300
Kraft Heinz Co. (The)	74,515	2,755,565
Lamb Weston Holdings, Inc.	13,546	1,464,187
McCormick & Co., Inc. (Non-Voting)	23,500	1,607,870
Mondelez International, Inc., Class A	127,152	9,209,619
Tyson Foods, Inc., Class A	26,659	1,432,921
		33,170,184
Gas Utilities 0.0% ‡
Atmos Energy Corp.	13,879	1,608,576
Ground Transportation 1.1%
CSX Corp.	184,699	6,403,514
JB Hunt Transport Services, Inc.	7,616	1,521,220
Norfolk Southern Corp.	21,136	4,996,128
Old Dominion Freight Line, Inc.	8,363	3,389,775
Uber Technologies, Inc. (a)	192,154	11,830,922
Union Pacific Corp.	56,976	13,994,445
		42,136,004

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP S&P 500 Index Portfolio

	Shares	Value
Common Stocks (continued)
Health Care Equipment & Supplies 2.5%
Abbott Laboratories	162,196	$    17,852,914
Align Technology, Inc. (a)	6,661	1,825,114
Baxter International, Inc.	47,393	1,832,213
Becton Dickinson & Co.	27,115	6,611,451
Boston Scientific Corp. (a)	136,854	7,911,530
Cooper Cos., Inc. (The)	4,629	1,751,799
Dentsply Sirona, Inc.	19,798	704,611
Dexcom, Inc. (a)	36,113	4,481,262
Edwards Lifesciences Corp. (a)	56,687	4,322,384
GE HealthCare Technologies, Inc.	36,607	2,830,453
Hologic, Inc. (a)	22,894	1,635,776
IDEXX Laboratories, Inc. (a)	7,767	4,311,073
Insulet Corp. (a)	6,526	1,416,012
Intuitive Surgical, Inc. (a)	32,906	11,101,168
Medtronic plc	124,359	10,244,694
ResMed, Inc.	13,751	2,365,447
STERIS plc	9,232	2,029,655
Stryker Corp.	31,601	9,463,236
Teleflex, Inc.	4,392	1,095,101
Zimmer Biomet Holdings, Inc.	19,532	2,377,044
		96,162,937
Health Care Providers & Services 2.8%
Cardinal Health, Inc.	23,036	2,322,029
Cencora, Inc.	15,581	3,200,026
Centene Corp. (a)	49,929	3,705,231
Cigna Group (The)	27,350	8,189,957
CVS Health Corp.	120,047	9,478,911
DaVita, Inc. (a)	5,040	527,990
Elevance Health, Inc.	21,960	10,355,458
HCA Healthcare, Inc.	18,513	5,011,099
Henry Schein, Inc. (a)	12,206	924,116
Humana, Inc.	11,507	5,268,020
Laboratory Corp. of America Holdings	7,935	1,803,546
McKesson Corp.	12,437	5,758,082
Molina Healthcare, Inc. (a)	5,449	1,968,778
Quest Diagnostics, Inc.	10,504	1,448,292
UnitedHealth Group, Inc.	86,448	45,512,279
Universal Health Services, Inc., Class B	5,702	869,213
		106,343,027
Health Care REITs 0.2%
Healthpeak Properties, Inc.	51,132	1,012,414
Ventas, Inc.	37,609	1,874,432
Welltower, Inc.	51,730	4,664,494
		7,551,340

	Shares	Value
Hotel & Resort REITs 0.0% ‡
Host Hotels & Resorts, Inc.	65,934	$     1,283,735
Hotels, Restaurants & Leisure 2.2%
Airbnb, Inc., Class A (a)	40,634	5,531,913
Booking Holdings, Inc. (a)	3,261	11,567,484
Caesars Entertainment, Inc. (a)	20,148	944,538
Carnival Corp. (a)	94,166	1,745,838
Chipotle Mexican Grill, Inc. (a)	2,565	5,866,052
Darden Restaurants, Inc.	11,245	1,847,553
Domino's Pizza, Inc.	3,260	1,343,870
Expedia Group, Inc. (a)	12,461	1,891,455
Hilton Worldwide Holdings, Inc.	23,968	4,364,333
Las Vegas Sands Corp.	34,503	1,697,893
Marriott International, Inc., Class A	23,058	5,199,810
McDonald's Corp.	67,794	20,101,599
MGM Resorts International (a)	25,541	1,141,172
Norwegian Cruise Line Holdings Ltd. (a)	39,814	797,873
Royal Caribbean Cruises Ltd. (a)	22,033	2,853,053
Starbucks Corp.	106,793	10,253,196
Wynn Resorts Ltd.	8,973	817,530
Yum! Brands, Inc.	26,199	3,423,161
		81,388,323
Household Durables 0.4%
DR Horton, Inc.	28,167	4,280,821
Garmin Ltd.	14,306	1,838,893
Lennar Corp., Class A	23,380	3,484,555
Mohawk Industries, Inc. (a)	4,947	512,015
NVR, Inc. (a)	297	2,079,134
PulteGroup, Inc.	20,151	2,079,986
Whirlpool Corp.	5,130	624,680
		14,900,084
Household Products 1.2%
Church & Dwight Co., Inc.	23,027	2,177,433
Clorox Co. (The)	11,588	1,652,333
Colgate-Palmolive Co.	76,957	6,134,242
Kimberly-Clark Corp.	31,586	3,838,015
Procter & Gamble Co. (The)	220,287	32,280,857
		46,082,880
Independent Power and Renewable Electricity Producers 0.0% ‡
AES Corp. (The)	62,587	1,204,800
Industrial Conglomerates 0.8%
3M Co.	51,622	5,643,317
General Electric Co.	101,726	12,983,290

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Industrial Conglomerates (continued)
Honeywell International, Inc.	61,617	$    12,921,701
		31,548,308
Industrial REITs 0.3%
Prologis, Inc.	86,359	11,511,655
Insurance 2.0%
Aflac, Inc.	49,703	4,100,497
Allstate Corp. (The)	24,459	3,423,771
American International Group, Inc.	65,616	4,445,484
Aon plc, Class A	18,713	5,445,857
Arch Capital Group Ltd. (a)	34,879	2,590,463
Arthur J. Gallagher & Co.	20,179	4,537,853
Assurant, Inc.	4,915	828,128
Brown & Brown, Inc.	22,078	1,569,967
Chubb Ltd.	38,132	8,617,832
Cincinnati Financial Corp.	14,665	1,517,241
Everest Group Ltd.	4,056	1,434,120
Globe Life, Inc.	8,005	974,369
Hartford Financial Services Group, Inc. (The)	28,112	2,259,643
Loews Corp.	17,110	1,190,685
Marsh & McLennan Cos., Inc.	46,085	8,731,725
MetLife, Inc.	58,113	3,843,013
Principal Financial Group, Inc.	20,501	1,612,814
Progressive Corp. (The)	54,681	8,709,590
Prudential Financial, Inc.	33,741	3,499,279
Travelers Cos., Inc. (The)	21,347	4,066,390
W R Berkley Corp.	19,040	1,346,509
Willis Towers Watson plc	9,651	2,327,821
		77,073,051
Interactive Media & Services 5.7%
Alphabet, Inc. (a)
Class A	553,127	77,266,311
Class C	465,527	65,606,720
Match Group, Inc. (a)	25,405	927,282
Meta Platforms, Inc., Class A (a)	207,456	73,431,126
		217,231,439
IT Services 1.2%
Accenture plc, Class A	58,660	20,584,381
Akamai Technologies, Inc. (a)	14,098	1,668,498
Cognizant Technology Solutions Corp., Class A	46,865	3,539,713
EPAM Systems, Inc. (a)	5,393	1,603,555
Gartner, Inc. (a)	7,286	3,286,787

	Shares	Value
IT Services (continued)
International Business Machines Corp.	85,345	$    13,958,175
VeriSign, Inc. (a)	8,302	1,709,880
		46,350,989
Leisure Products 0.0% ‡
Hasbro, Inc.	12,205	623,187
Life Sciences Tools & Services 1.4%
Agilent Technologies, Inc.	27,347	3,802,053
Bio-Rad Laboratories, Inc., Class A (a)	1,954	630,927
Bio-Techne Corp.	14,782	1,140,579
Charles River Laboratories International, Inc. (a)	4,798	1,134,247
Danaher Corp.	61,467	14,219,776
Illumina, Inc. (a)	14,842	2,066,600
IQVIA Holdings, Inc. (a)	17,116	3,960,300
Mettler-Toledo International, Inc. (a)	2,027	2,458,670
Revvity, Inc.	11,534	1,260,782
Thermo Fisher Scientific, Inc.	36,112	19,167,888
Waters Corp. (a)	5,526	1,819,325
West Pharmaceutical Services, Inc.	6,915	2,434,910
		54,096,057
Machinery 1.8%
Caterpillar, Inc.	47,681	14,097,841
Cummins, Inc.	13,248	3,173,823
Deere & Co.	25,034	10,010,346
Dover Corp.	13,075	2,011,066
Fortive Corp.	32,847	2,418,525
IDEX Corp.	7,068	1,534,533
Illinois Tool Works, Inc.	25,591	6,703,306
Ingersoll Rand, Inc.	37,846	2,927,010
Nordson Corp.	5,062	1,337,178
Otis Worldwide Corp.	38,251	3,422,317
PACCAR, Inc. (a)	48,889	4,774,011
Parker-Hannifin Corp.	12,007	5,531,625
Pentair plc	15,452	1,123,515
Snap-on, Inc.	4,933	1,424,848
Stanley Black & Decker, Inc.	14,340	1,406,754
Westinghouse Air Brake Technologies Corp.	16,745	2,124,940
Xylem, Inc.	22,538	2,577,446
		66,599,084
Media 0.7%
Charter Communications, Inc., Class A (a)	9,401	3,653,980
Comcast Corp., Class A	375,322	16,457,870

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP S&P 500 Index Portfolio

	Shares	Value
Common Stocks (continued)
Media (continued)
Fox Corp.
Class A	23,107	$       685,585
Class B	12,346	341,367
Interpublic Group of Cos., Inc. (The)	35,798	1,168,447
News Corp.
Class A	35,571	873,268
Class B	10,730	275,975
Omnicom Group, Inc.	18,490	1,599,570
Paramount Global, Class B	45,129	667,458
		25,723,520
Metals & Mining 0.4%
Freeport-McMoRan, Inc.	134,027	5,705,529
Newmont Corp.	107,718	4,458,448
Nucor Corp.	22,977	3,998,917
Steel Dynamics, Inc.	14,217	1,679,028
		15,841,922
Multi-Utilities 0.6%
Ameren Corp.	24,590	1,778,841
CenterPoint Energy, Inc.	58,997	1,685,544
CMS Energy Corp.	27,270	1,583,569
Consolidated Edison, Inc.	32,266	2,935,238
Dominion Energy, Inc.	78,211	3,675,917
DTE Energy Co.	19,270	2,124,710
NiSource, Inc.	38,625	1,025,494
Public Service Enterprise Group, Inc.	46,575	2,848,061
Sempra	58,820	4,395,619
WEC Energy Group, Inc.	29,482	2,481,500
		24,534,493
Office REITs 0.1%
Alexandria Real Estate Equities, Inc.	14,618	1,853,124
Boston Properties, Inc.	13,506	947,716
		2,800,840
Oil, Gas & Consumable Fuels 3.5%
APA Corp.	28,668	1,028,608
Chevron Corp.	164,088	24,475,366
ConocoPhillips	110,981	12,881,565
Coterra Energy, Inc.	70,304	1,794,158
Devon Energy Corp.	59,883	2,712,700
Diamondback Energy, Inc.	16,735	2,595,264
EOG Resources, Inc.	54,504	6,592,259
EQT Corp.	38,445	1,486,284
Exxon Mobil Corp.	374,391	37,431,612
Hess Corp.	25,838	3,724,806
Kinder Morgan, Inc.	180,744	3,188,324

	Shares	Value
Oil, Gas & Consumable Fuels (continued)
Marathon Oil Corp.	54,700	$     1,321,552
Marathon Petroleum Corp.	35,488	5,265,000
Occidental Petroleum Corp.	61,713	3,684,883
ONEOK, Inc.	54,448	3,823,338
Phillips 66	41,121	5,474,850
Pioneer Natural Resources Co.	21,806	4,903,733
Targa Resources Corp.	20,840	1,810,371
Valero Energy Corp.	31,820	4,136,600
Williams Cos., Inc. (The)	113,700	3,960,171
		132,291,444
Passenger Airlines 0.2%
American Airlines Group, Inc. (a)	61,146	840,146
Delta Air Lines, Inc.	60,141	2,419,473
Southwest Airlines Co.	55,743	1,609,858
United Airlines Holdings, Inc. (a)	30,655	1,264,825
		6,134,302
Personal Care Products 0.2%
Estee Lauder Cos., Inc. (The), Class A	21,712	3,175,380
Kenvue, Inc.	161,087	3,468,203
		6,643,583
Pharmaceuticals 3.7%
Bristol-Myers Squibb Co.	190,179	9,758,084
Catalent, Inc. (a)	16,871	758,014
Eli Lilly & Co.	74,531	43,445,611
Johnson & Johnson	224,997	35,266,030
Merck & Co., Inc.	236,843	25,820,624
Pfizer, Inc.	527,743	15,193,721
Viatris, Inc.	112,127	1,214,335
Zoetis, Inc.	42,911	8,469,344
		139,925,763
Professional Services 0.7%
Automatic Data Processing, Inc.	38,443	8,956,066
Broadridge Financial Solutions, Inc.	10,996	2,262,427
Ceridian HCM Holding, Inc. (a)	14,563	977,469
Equifax, Inc.	11,516	2,847,792
Jacobs Solutions, Inc.	11,769	1,527,616
Leidos Holdings, Inc.	12,854	1,391,317
Paychex, Inc.	30,049	3,579,136
Paycom Software, Inc.	4,584	947,604
Robert Half, Inc.	9,897	870,144
Verisk Analytics, Inc.	13,555	3,237,747
		26,597,318
Real Estate Management & Development 0.2%
CBRE Group, Inc., Class A (a)	28,488	2,651,948

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Real Estate Management & Development (continued)
CoStar Group, Inc. (a)	38,168	$     3,335,501
		5,987,449
Residential REITs 0.3%
AvalonBay Communities, Inc.	13,273	2,484,971
Camden Property Trust	9,979	990,815
Equity Residential	32,280	1,974,245
Essex Property Trust, Inc.	5,999	1,487,392
Invitation Homes, Inc.	53,765	1,833,924
Mid-America Apartment Communities, Inc.	10,906	1,466,421
UDR, Inc.	28,284	1,082,994
		11,320,762
Retail REITs 0.3%
Federal Realty OP LP	6,867	707,644
Kimco Realty Corp.	62,145	1,324,310
Realty Income Corp.	67,662	3,885,152
Regency Centers Corp.	15,354	1,028,718
Simon Property Group, Inc.	30,492	4,349,379
		11,295,203
Semiconductors & Semiconductor Equipment 8.0%
Advanced Micro Devices, Inc. (a)	151,009	22,260,237
Analog Devices, Inc.	46,575	9,247,932
Applied Materials, Inc.	78,187	12,671,767
Broadcom, Inc.	41,026	45,795,272
Enphase Energy, Inc. (a)	12,769	1,687,296
First Solar, Inc. (a)	9,986	1,720,388
Intel Corp.	394,049	19,800,962
KLA Corp.	12,705	7,385,416
Lam Research Corp.	12,318	9,648,197
Microchip Technology, Inc.	50,569	4,560,312
Micron Technology, Inc.	102,628	8,758,274
Monolithic Power Systems, Inc.	4,478	2,824,633
NVIDIA Corp.	230,859	114,325,994
NXP Semiconductors NV	24,092	5,533,451
ON Semiconductor Corp. (a)	40,255	3,362,500
Qorvo, Inc. (a)	9,098	1,024,526
QUALCOMM, Inc.	104,027	15,045,425
Skyworks Solutions, Inc.	14,898	1,674,833
Teradyne, Inc.	14,289	1,550,642
Texas Instruments, Inc.	84,885	14,469,497
		303,347,554
Software 10.6%
Adobe, Inc. (a)	42,555	25,388,313
ANSYS, Inc. (a)	8,112	2,943,683

	Shares	Value
Software (continued)
Autodesk, Inc. (a)	19,979	$     4,864,487
Cadence Design Systems, Inc. (a)	25,428	6,925,824
Fair Isaac Corp. (a)	2,310	2,688,863
Fortinet, Inc. (a)	59,571	3,486,691
Gen Digital, Inc.	52,662	1,201,747
Intuit, Inc.	26,194	16,372,036
Microsoft Corp.	694,658	261,219,194
Oracle Corp.	148,501	15,656,460
Palo Alto Networks, Inc. (a)	29,050	8,566,264
PTC, Inc. (a)	11,107	1,943,281
Roper Technologies, Inc.	9,984	5,442,977
Salesforce, Inc. (a)	90,942	23,930,478
ServiceNow, Inc. (a)	19,160	13,536,348
Synopsys, Inc. (a)	14,215	7,319,446
Tyler Technologies, Inc. (a)	3,933	1,644,466
		403,130,558
Specialized REITs 1.1%
American Tower Corp.	43,570	9,405,892
Crown Castle, Inc.	40,564	4,672,567
Digital Realty Trust, Inc.	28,306	3,809,421
Equinix, Inc.	8,775	7,067,297
Extra Space Storage, Inc.	19,747	3,166,037
Iron Mountain, Inc.	27,291	1,909,824
Public Storage	14,791	4,511,255
SBA Communications Corp.	10,084	2,558,210
VICI Properties, Inc.	96,693	3,082,573
Weyerhaeuser Co.	68,230	2,372,357
		42,555,433
Specialty Retail 2.0%
AutoZone, Inc. (a)	1,648	4,261,085
Bath & Body Works, Inc.	21,252	917,236
Best Buy Co., Inc.	18,104	1,417,181
CarMax, Inc. (a)	14,830	1,138,054
Home Depot, Inc. (The)	93,471	32,392,375
Lowe's Cos., Inc.	53,940	12,004,347
O'Reilly Automotive, Inc. (a)	5,530	5,253,943
Ross Stores, Inc.	31,650	4,380,044
TJX Cos., Inc. (The)	106,932	10,031,291
Tractor Supply Co.	10,105	2,172,878
Ulta Beauty, Inc. (a)	4,601	2,254,444
		76,222,878
Technology Hardware, Storage & Peripherals 7.2%
Apple, Inc. (b)	1,366,422	263,077,228
Hewlett Packard Enterprise Co.	119,903	2,035,953
HP, Inc.	81,284	2,445,835
NetApp, Inc.	19,515	1,720,442

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP S&P 500 Index Portfolio

	Shares	Value
Common Stocks (continued)
Technology Hardware, Storage & Peripherals (continued)
Seagate Technology Holdings plc	18,183	$     1,552,283
Western Digital Corp. (a)	30,305	1,587,073
		272,418,814
Textiles, Apparel & Luxury Goods 0.5%
Lululemon Athletica, Inc. (a)	10,763	5,503,014
NIKE, Inc., Class B	114,403	12,420,734
Ralph Lauren Corp.	3,715	535,703
Tapestry, Inc.	21,421	788,507
VF Corp. (c)	30,934	581,559
		19,829,517
Tobacco 0.5%
Altria Group, Inc.	165,307	6,668,484
Philip Morris International, Inc.	145,096	13,650,632
		20,319,116
Trading Companies & Distributors 0.3%
Fastenal Co.	53,407	3,459,171
United Rentals, Inc.	6,335	3,632,616
WW Grainger, Inc.	4,129	3,421,661
		10,513,448
Water Utilities 0.1%
American Water Works Co., Inc.	18,198	2,401,954
Wireless Telecommunication Services 0.2%
T-Mobile US, Inc.	47,560	7,625,295
Total Common Stocks (d) (Cost $1,060,694,584)		3,742,309,723
	Number of Rights
Rights 0.0% ‡
Health Care Equipment & Supplies 0.0% ‡
ABIOMED, Inc., CVR (a)(e)(f)	4,165	4,249
Total Rights (Cost $4,248)		4,249
	Shares
Short-Term Investments 1.2%
Affiliated Investment Company 0.0%  ‡
MainStay U.S. Government Liquidity Fund, 5.235% (g)	22,379	22,379

	Shares	Value
Unaffiliated Investment Company 0.0%  ‡
Invesco Government & Agency Portfolio, 5.361% (g)(h)	570,726	$       570,726
	Principal Amount
U.S. Treasury Debt 1.2%
U.S. Treasury Bills
5.28%, due 3/19/24 (b)(i)	$   45,000,000	44,499,524
Total Short-Term Investments (Cost $45,085,393)		45,092,629
Total Investments (Cost $1,105,784,225)	99.9%	3,787,406,601
Other Assets, Less Liabilities	0.1	2,373,761
Net Assets	100.0%	$ 3,789,780,362

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	Non-income producing security.
(b)	Represents a security, or portion thereof, which was maintained at the broker as collateral for futures contracts.
(c)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $550,238. The Portfolio received cash collateral with a value of $570,726. (See Note 2(I))
(d)	The combined market value of common stocks and notional value of Standard & Poor’s 500 Index futures contracts represents 99.9% of the Portfolio’s net assets.
(e)	Illiquid security—As of December 31, 2023, the total market value deemed illiquid under procedures approved by the Board of Trustees was $4,249, which represented less than one-tenth of a percent of the Portfolio’s net assets. (Unaudited)
(f)	Security in which significant unobservable inputs (Level 3) were used in determining fair value.
(g)	Current yield as of December 31, 2023.
(h)	Represents a security purchased with cash collateral received for securities on loan.
(i)	Interest rate shown represents yield to maturity.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Portfolio of Investments December 31, 2023^{†^} (continued)

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ —(a)	$ 35,221	$ (35,199)	$ —	$ —	$ 22	$ 12	$ —	22

(a) Less than $500.

Futures Contracts

As of December 31, 2023, the Portfolio held the following futures contracts:

Type	Number of Contracts	Expiration Date	Value at Trade Date	Current Notional Amount	Unrealized Appreciation (Depreciation)1
Long Contracts
S&P 500 E-Mini Index	183	March 2024	$ 43,324,810	$ 44,103,000	$ 778,190

1. Represents the difference between the value of the contracts at the time they were opened and the value as of December 31, 2023.

Abbreviation(s):

REIT—Real Estate Investment Trust

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$  3,742,309,723	$  —	$  —	$ 3,742,309,723
Rights	—	—	4,249	4,249
Short-Term Investments
Affiliated Investment Company	22,379	—	—	22,379
Unaffiliated Investment Company	570,726	—	—	570,726
U.S. Treasury Debt	—	44,499,524	—	44,499,524
Total Short-Term Investments	593,105	44,499,524	—	45,092,629
Total Investments in Securities	3,742,902,828	44,499,524	4,249	3,787,406,601
Other Financial Instruments
Futures Contracts (b)	778,190	—	—	778,190
Total Investments in Securities and Other Financial Instruments	$  3,743,681,018	$  44,499,524	$  4,249	$ 3,788,184,791

(a)	For a complete listing of investments and their industries, see the Portfolio of Investments.
(b)	The value listed for these securities reflects unrealized appreciation (depreciation) as shown on the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP S&P 500 Index Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $1,105,761,846) including securities on loan of $550,238	$3,787,384,222
Investment in affiliated investment companies, at value (identified cost $22,379)	22,379
Receivables:
Dividends	3,488,147
Portfolio shares sold	1,603,513
Securities lending	2,341
Other assets	17,076
Total assets	3,792,517,678
Liabilities
Cash collateral received for securities on loan	570,726
Due to custodian	5,041
Payables:
Portfolio shares redeemed	1,155,060
NYLIFE Distributors (See Note 3)	456,527
Manager (See Note 3)	274,257
Variation margin on futures contracts	111,993
Investment securities purchased	89,699
Professional fees	42,295
Custodian	18,638
Shareholder communication	26
Accrued expenses	13,054
Total liabilities	2,737,316
Net assets	$3,789,780,362
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 44,666
Additional paid-in-capital	1,061,747,285
	1,061,791,951
Total distributable earnings (loss)	2,727,988,411
Net assets	$3,789,780,362

Initial Class
Net assets applicable to outstanding shares	$1,592,464,944
Shares of beneficial interest outstanding	18,655,616
Net asset value per share outstanding	$ 85.36
Service Class
Net assets applicable to outstanding shares	$2,197,315,418
Shares of beneficial interest outstanding	26,010,472
Net asset value per share outstanding	$ 84.48

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

19

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $14,640)	$ 54,958,175
Interest	1,950,294
Securities lending, net	61,839
Dividends-affiliated	11,588
Total income	56,981,896
Expenses
Manager (See Note 3)	5,302,180
Distribution/Service—Service Class (See Note 3)	4,864,298
Professional fees	248,852
Shareholder communication	122,996
Trustees	84,272
Custodian	51,445
Registration	79
Miscellaneous	452,021
Total expenses before waiver/reimbursement	11,126,143
Expense waiver/reimbursement from Manager (See Note 3)	(2,220,095)
Net expenses	8,906,048
Net investment income (loss)	48,075,848
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	9,881,329
Futures transactions	3,231,501
Foreign currency transactions	(167)
Net realized gain (loss)	13,112,663
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	713,894,203
Futures contracts	1,592,915
Net change in unrealized appreciation (depreciation)	715,487,118
Net realized and unrealized gain (loss)	728,599,781
Net increase (decrease) in net assets resulting from operations	$776,675,629

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

20 MainStay VP S&P 500 Index Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 48,075,848	$ 42,206,959
Net realized gain (loss)	13,112,663	54,948,557
Net change in unrealized appreciation (depreciation)	715,487,118	(780,676,025)
Net increase (decrease) in net assets resulting from operations	776,675,629	(683,520,509)
Distributions to shareholders:
Initial Class	(42,435,488)	(62,047,386)
Service Class	(53,781,028)	(79,677,136)
Total distributions to shareholders	(96,216,516)	(141,724,522)
Capital share transactions:
Net proceeds from sales of shares	352,819,092	291,292,111
Net asset value of shares issued to shareholders in reinvestment of distributions	96,216,516	141,724,522
Cost of shares redeemed	(342,435,534)	(417,633,674)
Increase (decrease) in net assets derived from capital share transactions	106,600,074	15,382,959
Net increase (decrease) in net assets	787,059,187	(809,862,072)
Net Assets
Beginning of year	3,002,721,175	3,812,583,247
End of year	$3,789,780,362	$3,002,721,175

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

21

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 69.69	$ 89.76	$ 71.41	$ 61.70	$ 48.11
Net investment income (loss) (a)	1.22	1.12	1.03	1.00	1.01
Net realized and unrealized gain (loss)	16.77	(17.63)	19.19	10.13	13.88
Total from investment operations	17.99	(16.51)	20.22	11.13	14.89
Less distributions:
From net investment income	(1.10)	(1.12)	(1.01)	(0.91)	(1.00)
From net realized gain on investments	(1.22)	(2.44)	(0.86)	(0.51)	(0.30)
Total distributions	(2.32)	(3.56)	(1.87)	(1.42)	(1.30)
Net asset value at end of year	$ 85.36	$ 69.69	$ 89.76	$ 71.41	$ 61.70
Total investment return (b)	26.14%	(18.19)%	28.55%	18.24%	31.25%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.57%	1.45%	1.28%	1.61%	1.80%
Net expenses (c)	0.12%	0.12%	0.12%	0.13%	0.16%
Expenses (before waiver/reimbursement) (c)	0.19%	0.19%	0.18%	0.20%	0.19%
Portfolio turnover rate	2%	2%	3%	2%	7%
Net assets at end of year (in 000's)	$ 1,592,465	$ 1,271,411	$ 1,745,640	$ 1,749,834	$ 1,123,943

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 69.01	$ 88.87	$ 70.76	$ 61.19	$ 47.74
Net investment income (loss) (a)	1.02	0.92	0.83	0.83	0.86
Net realized and unrealized gain (loss)	16.59	(17.43)	18.99	10.03	13.77
Total from investment operations	17.61	(16.51)	19.82	10.86	14.63
Less distributions:
From net investment income	(0.92)	(0.91)	(0.85)	(0.78)	(0.88)
From net realized gain on investments	(1.22)	(2.44)	(0.86)	(0.51)	(0.30)
Total distributions	(2.14)	(3.35)	(1.71)	(1.29)	(1.18)
Net asset value at end of year	$ 84.48	$ 69.01	$ 88.87	$ 70.76	$ 61.19
Total investment return (b)	25.83%	(18.40)%	28.23%	17.95%	30.92%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.32%	1.21%	1.03%	1.37%	1.54%
Net expenses (c)	0.37%	0.37%	0.37%	0.38%	0.41%
Expenses (before waiver/reimbursement) (c)	0.44%	0.44%	0.43%	0.45%	0.44%
Portfolio turnover rate	2%	2%	3%	2%	7%
Net assets at end of year (in 000's)	$ 2,197,315	$ 1,731,310	$ 2,066,943	$ 1,620,242	$ 1,341,639

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

22 MainStay VP S&P 500 Index Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP S&P 500 Index Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	January 29, 1993
Service Class	June 5, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek investment results that correspond to the total return performance (reflecting reinvestment of dividends) of common stocks in the aggregate, as represented by the S&P 500^® Index.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect

 

23

Notes to Financial Statements (continued)

to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an

income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Futures contracts are valued at the last posted settlement price on the market where such futures are primarily traded. These securities are generally categorized as Level 1 in the hierarchy.

Debt securities (other than convertible and municipal bonds) are valued at the evaluated bid prices (evaluated mean prices in the case of convertible and municipal bonds) supplied by a pricing agent or broker selected by the Valuation Designee, in consultation with the Subadvisor. The evaluations are market-based measurements processed through a pricing application and represents the pricing agent’s good faith determination as

 

24 MainStay VP S&P 500 Index Portfolio

to what a holder may receive in an orderly transaction under market conditions. The rules-based logic utilizes valuation techniques that reflect participants’ assumptions and vary by asset class and per methodology, maximizing the use of relevant observable data including quoted prices for similar assets, benchmark yield curves and market corroborated inputs. The evaluated bid or mean prices are deemed by the Valuation Designee, in consultation with the Subadvisor, to be representative of market values at the regular close of trading of the Exchange on each valuation date. Debt securities purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date. Debt securities, including corporate bonds, U.S. government and federal agency bonds, municipal bonds, foreign bonds, convertible bonds, asset-backed securities and mortgage-backed securities are generally categorized as Level 2 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

A portfolio investment may be classified as an illiquid investment under the Portfolio's written liquidity risk management program and related procedures (“Liquidity Program”). Illiquidity of an investment might prevent the sale of such investment at a time when the Manager or the Subadvisor might wish to sell, and these investments could have the effect of decreasing the overall level of the Portfolio's liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid investments, requiring the Portfolio to rely on judgments that may be somewhat subjective in measuring value, which could vary materially from the amount that the Portfolio could realize upon disposition. Difficulty in selling illiquid investments may result in a loss or may be costly to the Portfolio. An illiquid investment is any investment that the Manager or Subadvisor reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of

the investment. The liquidity classification of each investment will be made using information obtained after reasonable inquiry and taking into account, among other things, relevant market, trading and investment-specific considerations in accordance with the Liquidity Program. Illiquid investments are often fair valued in accordance with the Portfolio's procedures described above. The liquidity of the Portfolio's investments was determined as of December 31, 2023, and can change at any time.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

25

Notes to Financial Statements (continued)

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Futures Contracts.  A futures contract is an agreement to purchase or sell a specified quantity of an underlying instrument at a specified future date and price, or to make or receive a cash payment based on the value of a financial instrument (e.g., foreign currency, interest rate, security or securities index). The Portfolio is subject to risks such as market price risk, leverage risk, liquidity risk, counterparty risk, operational risk, legal risk and/or interest rate risk in the normal course of investing in these contracts. Upon entering into a futures contract, the Portfolio is required to pledge to the broker or futures commission merchant an amount of cash and/or U.S. government securities equal to a certain percentage of the collateral amount, known as the “initial margin.” During the period the futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking to market such contract on a daily basis to reflect the market value of the contract at the end of each day’s trading. The Portfolio agrees to receive from or pay to the broker or futures commission merchant an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin.” When the futures contract is closed, the Portfolio records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Portfolio's basis in the contract.

The use of futures contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract or notional amounts and variation margin reflect the extent of the Portfolio's involvement in open futures positions. There are several risks associated with the use of futures contracts as hedging  techniques. There can be no assurance that a liquid market will exist at the time when the Portfolio seeks to close out a futures contract. If no liquid market exists, the Portfolio would remain

obligated to meet margin requirements until the position is closed. Futures contracts may involve a small initial investment relative to the risk assumed, which could result in losses greater than if the Portfolio did not invest in futures contracts. Futures contracts may be more volatile than direct investments in the instrument underlying the futures and may not correlate to the underlying instrument, causing a given hedge not to achieve its objectives. The Portfolio's activities in futures contracts have minimal counterparty risk as they are conducted through regulated exchanges that guarantee the futures against default by the counterparty. In the event of a bankruptcy or insolvency of a futures commission merchant that holds margin on behalf of the Portfolio, the Portfolio may not be entitled to the return of the entire margin owed to the Portfolio, potentially resulting in a loss. The Portfolio may invest in futures contracts to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. The Portfolio's investment in futures contracts and other derivatives may increase the volatility of the Portfolio's NAVs and may result in a loss to the Portfolio.

(H) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(I) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash

 

26 MainStay VP S&P 500 Index Portfolio

(which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(J) Rights and Warrants.  Rights are certificates that permit the holder to purchase a certain number of shares, or a fractional share, of a new stock from the issuer at a specific price. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. These investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of these investments do not necessarily move in tandem with the prices of the underlying securities.

There is risk involved in the purchase of rights and warrants in that these investments are speculative investments. The Portfolio could also lose the entire value of its investment in warrants if such warrants are not exercised by the date of its expiration. The Portfolio is exposed to risk until the sale or exercise of each right or warrant is completed.

(K) Securities Risk.  The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region. Debt securities are also subject to the risks associated with changes in interest rates.

(L) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

(M) Quantitative Disclosure of Derivative Holdings. The following tables show additional disclosures related to the Portfolio's derivative and hedging activities, including how such activities are accounted for and their effect on the Portfolio's financial positions, performance and cash flows.

The Portfolio entered into futures contracts to manage its exposure to the securities markets or to movements in interest rates and currency values.

Fair value of derivative instruments as of December 31, 2023:

Asset Derivatives	Equity Contracts Risk	Total
Futures Contracts - Net Assets—Net unrealized appreciation on futures contracts (a)	$778,190	$778,190
Total Fair Value	$778,190	$778,190

(a) Includes cumulative appreciation (depreciation) of futures contracts as reported in the Portfolio of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2023:

Net Realized Gain (Loss) from:	Equity Contracts Risk	Total
Futures Transactions	$3,231,501	$3,231,501
Total Net Realized Gain (Loss)	$3,231,501	$3,231,501

Net Change in Unrealized Appreciation (Depreciation)	Equity Contracts Risk	Total
Futures Contracts	$1,592,915	$1,592,915
Total Net Change in Unrealized Appreciation (Depreciation)	$1,592,915	$1,592,915

Average Notional Amount	Total
Futures Contracts Long	$38,818,693

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable

27

Notes to Financial Statements (continued)

to the Portfolio. IndexIQ Advisors LLC (“IndexIQ” or the “Subadvisor”), a registered investment adviser and an affiliate of New York Life Investments, is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of an Amended and Restated Subadvisory Agreement between New York Life Investments and IndexIQ, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.16% up to $2.5 billion; and 0.15% in excess of $2.5 billion. During the year ended December 31, 2023, the effective management fee rate was 0.16% (exclusive of any applicable waivers/reimbursements) of the Portfolio's average daily net assets.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that the Total Annual Portfolio Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) portfolio/fund fees and expenses) of Initial Class shares and Service Class shares do not exceed 0.12% and 0.37%, respectively, of the Portfolio's average daily net assets. This agreement will remain in effect until May 1, 2024, and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $5,302,180 and waived fees and/or reimbursed expenses in the amount of $2,220,095 and paid the Subadvisor fees in the amount of $1,541,043.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and

administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$1,121,798,727	$2,696,120,905	$(30,513,031)	$2,665,607,874

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$49,970,336	$12,123,728	$286,473	$2,665,607,874	$2,727,988,411

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments and mark to market of futures contracts.

The following table discloses the current year reclassifications between total distributable earnings (loss) and additional paid-in capital arising from permanent differences; net assets as of December 31, 2023 were not affected.

Total Distributable Earnings (Loss)	Additional Paid-In Capital
$(17,341)	$17,341

The reclassifications for the Portfolio are primarily due to Real Estate Investment Trust ("REIT") adjustments.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$43,318,899	$ 88,524,568
Long-Term Capital Gains	52,897,617	53,199,954
Total	$96,216,516	$141,724,522

 

28 MainStay VP S&P 500 Index Portfolio

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $115,417 and $64,095, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	1,090,498	$ 88,147,557
Shares issued to shareholders in reinvestment of distributions	546,877	42,435,488
Shares redeemed	(1,224,341)	(95,637,216)
Net increase (decrease)	413,034	$ 34,945,829
Year ended December 31, 2022:
Shares sold	460,168	$ 34,910,174
Shares issued to shareholders in reinvestment of distributions	934,676	62,047,386
Shares redeemed	(2,599,133)	(206,953,691)
Net increase (decrease)	(1,204,289)	$(109,996,131)
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	3,417,303	$ 264,671,535
Shares issued to shareholders in reinvestment of distributions	699,951	53,781,028
Shares redeemed	(3,196,047)	(246,798,318)
Net increase (decrease)	921,207	$ 71,654,245
Year ended December 31, 2022:
Shares sold	3,369,175	$ 256,381,937
Shares issued to shareholders in reinvestment of distributions	1,211,573	79,677,136
Shares redeemed	(2,748,435)	(210,679,983)
Net increase (decrease)	1,832,313	$ 125,379,090

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager

29

Notes to Financial Statements (continued)

for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

30 MainStay VP S&P 500 Index Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP S&P 500 Index Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP S&P 500 Index Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

31

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP S&P 500 Index Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and IndexIQ Advisors LLC (“IndexIQ”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and IndexIQ in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and IndexIQ in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or IndexIQ that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, IndexIQ personnel.  In addition, the Board took into account other

information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by the applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and IndexIQ; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and IndexIQ; (iii) the costs of the services provided, and profits realized, by New York Life Investments and IndexIQ with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

32 MainStay VP S&P 500 Index Portfolio

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and IndexIQ.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and IndexIQ resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and IndexIQ

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by IndexIQ, evaluating the performance of IndexIQ, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of IndexIQ and ongoing analysis of, and interactions with, IndexIQ with respect to, among other things, the Portfolio’s investment performance and risks as well as IndexIQ’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory

services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that IndexIQ provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated IndexIQ’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and IndexIQ’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at IndexIQ.  The Board considered New York Life Investments’ and IndexIQ’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and IndexIQ and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered IndexIQ’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and IndexIQ regarding their respective business continuity and disaster recovery plans. 

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board

33

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of IndexIQ and the members of the Board’s Investment Committee, which generally occur on an annual basis.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and IndexIQ

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates, including IndexIQ, due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  Because IndexIQ is an affiliate of New York Life Investments whose subadvisory fee is paid by New York Life Investments, not the Portfolio, the Board considered cost and profitability information for New York Life Investments and IndexIQ in the aggregate.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and IndexIQ, and profitability of New York Life Investments and its affiliates, including IndexIQ due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’, including IndexIQ’s, continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and IndexIQ and acknowledged

that New York Life Investments and IndexIQ must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and IndexIQ to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, including IndexIQ, due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to IndexIQ from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to IndexIQ in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York

 

34 MainStay VP S&P 500 Index Portfolio

Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates, including IndexIQ, due to their relationships with the Portfolio were not excessive and other expected benefits that may accrue to New York Life Investments and its affiliates, including IndexIQ, are reasonable.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to IndexIQ is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and IndexIQ on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints, voluntary waivers and expense limitation arrangements on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

35

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

36 MainStay VP S&P 500 Index Portfolio

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

37

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

38 MainStay VP S&P 500 Index Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

39

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

40 MainStay VP S&P 500 Index Portfolio

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015886 MSVPSP11-02/24

(NYLIAC) NI529

MainStay VP CBRE Global Infrastructure Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	13
Notes to Financial Statements	17
Report of Independent Registered Public Accounting Firm	24
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	25
Proxy Voting Policies and Procedures and Proxy Voting Record	30
Shareholder Reports and Quarterly Portfolio Disclosure	30
Board of Trustees and Officers	31

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Since Inception	Gross Expense Ratio2
Initial Class Shares	5/1/2015	4.06%	0.71%	-2.61%	1.13%
Service Class Shares	5/1/2015	3.80	0.46	-2.84	1.38

1.	Effective February 28, 2020, the Portfolio replaced its subadvisor and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio’s prior subadvisor and principal investment strategies.
2.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Since Inception
FTSE Global Core Infrastructure 50/50 Index (Net)1	2.21%	6.04%	5.01%
Morningstar Infrastructure Category Average2	4.88	7.67	4.10

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The FTSE Global Core Infrastructure 50/50 Index (Net) is the Portfolio’s primary broad-based securities market index for comparison purposes. The FTSE Global Core Infrastructure 50/50 Index (Net) is a market-capitalization-weighted index of worldwide infrastructure and infrastructure-related securities. Constituent weights are adjusted semi-annually according to three broad industry sectors: 50% utilities, 30% transportation, and a 20% mix of other sectors.
2.	The Morningstar Infrastructure Category Average is representative of funds that invest more than 60% of their assets in stocks of companies engaged in infrastructure activities. Industries considered to be part of the infrastructure sector include: oil & gas midstream; waste management; airports; integrated shipping; railroads; shipping & ports; trucking; engineering & construction; infrastructure operations; and the utilities sector. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP CBRE Global Infrastructure Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,022.10	$4.84	$1,020.42	$4.84	0.95%
Service Class Shares	$1,000.00	$1,020.90	$6.11	$1,019.16	$6.11	1.20%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP CBRE Global Infrastructure Portfolio

Country Composition as of December 31, 2023 (Unaudited)

United States	56.2%
Australia	7.2
Canada	7.2
Spain	7.1
France	5.6
Japan	5.5
Italy	3.0
United Kingdom	2.8

Portugal	2.0%
China	1.5
Mexico	0.8
Switzerland	0.6
Hong Kong	0.5
Other Assets, Less Liabilities	0.0‡
	100.0%

‡ Less than one–tenth of a percent.

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	American Tower Corp.
2.	NextEra Energy, Inc.
3.	Transurban Group
4.	CSX Corp.
5.	Cellnex Telecom SA

6.	Sempra
7.	Aena SME SA
8.	WEC Energy Group, Inc.
9.	Central Japan Railway Co.
10.	Targa Resources Corp.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Jeremy Anagnos, CFA, Joseph P. Smith, CFA, Daniel Foley, CFA, and Hinds Howard of CBRE Investment Management Listed Real Assets LLC (“CBRE”), the Portfolio’s Subadvisor.

How did MainStay VP CBRE Global Infrastructure Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP CBRE Global Infrastructure Portfolio returned 4.06% for Initial Class shares and 3.80% for Service Class shares. Over the same period, both share classes outperformed the 2.21% return of the FTSE Global Core Infrastructure 50/50 Index (Net) (the “Index”), which is the Portfolio’s benchmark. For the 12 months ended December 31, 2023, both share classes underperformed the 4.88% return of the Morningstar Infrastructure Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

During the reporting period, macroeconomic and geopolitical issues negatively affected returns. Global inflation concerns and central bank countermeasures led to higher bond yields globally, which undermined yield-sensitive sectors. Other risk factors included the outbreak of war in the Middle East in addition to the on-going war in Ukraine, as well as a debt crisis in China. Negative headlines regarding renewables and concerns about a higher cost of capital for utilities further weighed on the Portfolio’s positioning among U.S. utilities with renewable development exposure. However, the Portfolio also held exposure to utilities and energy companies exposed to power markets, and these companies had positive returns due to their higher profit margins. Moreover, transportation companies, particularly airports and toll roads in Europe, enjoyed positive returns as traffic continued to recover post pandemic. The ongoing conflicts and wars highlighted the importance of energy supply and security, and the value of broad sources of energy, including traditional fossil fuels, which benefited midstream companies in the United States.

The Portfolio outperformed the Index during the reporting period due to positive sector allocation as well as positive stock selection. Sector allocation provided the larger contribution to relative performance, notably due to the Portfolio’s overweight exposure to continental Europe. (Contributions take weightings and total returns into account.)  Continental Europe continued to rebound from weakness in 2022, driven by better-than-feared economic outcomes due in part to warmer weather, which provided relief from an energy crisis prompted by embargos on Russian oil and natural gas. Stock selection among global communications companies further bolstered relative returns.

During the reporting period, which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

The sectors providing the strongest positive contributions to the Portfolio’s performance relative to the Index included communications and transportation. Most global communication stocks (with the exception of U.S. towers) performed well, and the Portfolio benefited from both stock selection and allocation. The transportation sector, where the Portfolio held overweight exposure, also produced significant positive returns, most notably in Asia and continental Europe, as volumes for passenger-related transport infrastructure continued to rebound in the wake of the COVID-19 pandemic. Direct pass through of inflation further supported earnings for transportation infrastructure companies.

The weakest contribution to the Portfolio’s relative performance came from structurally underweight exposure to emerging markets, which outperformed the Index. In addition, while the midstream energy sector outperformed, marginally negative stock selection in the area detracted from the Portfolio's relative performance.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

The holdings that contributed most to the Portfolio’s absolute returns included Italian integrated utility company Enel, Spanish airport operator Aena and French toll road operator Vinci. European stocks produced strong absolute performance, with a recovery in the euro relative to the U.S. dollar boosting returns. Enel benefited from stabilization of power markets in Europe, lower bond yields and execution of a disposal strategy that reduced balance sheet leverage. Aena and Vinci both benefited from increased traffic volumes across their transportation networks. The feared recession in Europe did not materialize during the reporting period and tourism remained strong. Another leading performer, Australian data center owner and developer NextDC, saw shares rise as the company expanded into Singapore and raised equity capital in a well-received offering. Demand for data centers continued to increase and the sector was a beneficiary of the growth in generative artificial intelligence, which requires significant computing power and storage of data.

The holdings that detracted the most from the Portfolio’s absolute returns included U.S. integrated utilities NextEra Energy and Ameren, as well as U.S. tower operator Crown Castle. NextEra was a beneficiary of the Inflation Reduction Act (“IRA”) that was passed in September 2022. While the stock initially rebounded after the Act passed, in the first half of 2023 the market focused on the rising cost of capital and inflation in costs for renewable

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP CBRE Global Infrastructure Portfolio

development. The IRA legislation provides long-term support for predictable earnings growth, but no near-term catalyst for stock appreciation. Ameren shares fell sharply in December 2023 after an adverse regulatory ruling in one of its markets. Crown Castle shares succumbed to higher interest rates set by the U.S. Federal Reserve, as the U.S. tower sector is viewed as interest-rate sensitive. When rates fell later in the year, tower stocks were unable to recover fully. Notably, the entire telecommunications services group produced weak returns, raising concerns that mobile service companies might not be able to invest in their network.

Did the Portfolio make any significant purchases or sales during the reporting period?

The most significant purchases during the reporting period included new positions in U.S. freight railroad operator CSX and U.S. pipeline and midstream company Kinder Morgan. We believe that CSX is poised for growth in volumes and stable margins in 2024, as the company was quick to bring back workers and improve service levels in the wake of the pandemic. We added the position in Kinder Morgan at a time when the company’s stock traded at a significant discount to peers, despite an overall solid outlook and a positive view of the midstream sector. Kinder Morgan executed well in 2023—reducing debt and increasing free cash flow—which we expect will lead to a return of capital flexibility.

The Portfolio’s most significant sales during the same period included exiting positions in U.S. regulated utilities American Electric Power, Ameren Corp and Xcel Energy. We sold all three positions due to a less favorable view of the companies’ regulatory jurisdictions, where we believe there could be weaker outcomes in relation to allowed returns.

How did the Portfolio’s sector weightings change during the reporting period?

During the reporting period, we increased the Portfolio’s sector exposure most significantly in the U.S. and Japanese railroad sectors. We believe the absence of a recession thus far bodes well for traffic volumes of passenger and freight rail. While volumes have remained weak for U.S. freight railroads, 2024 offers easier quarterly comparisons, and companies have improved their service levels to meet the demand. In addition, cost inflation has started to abate, which should lead to improving margins going forward. The end of pandemic-related travel restrictions, most recently in Asia, should also lead to strong growth in leisure travel, which we believe will continue to benefit Japanese passenger rail companies.

During the same period, the Portfolio’s most significant reductions in sector weightings came from U.S. utilities and European communications. U.S. utilities faced rising cost of capital, while the regulatory environment grew less favorable. With regard to European communications, we sold Portfolio positions into strength and very high valuations in Europe, rotating more exposure into communications stocks, including data centers in North America, where valuations appeared relatively attractive.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held materially overweight exposure to communications globally. The communications sector continues to experience robust growth driven by trends in increasing data usage and the need for new infrastructure to support the digital economy. We believe communications infrastructure companies in the listed space are among the most well-positioned entities to benefit from positive trends in this sector. Communication assets remain particularly desirable in the private infrastructure market, where transaction activity is supportive of valuations in the listed space. The Portfolio also maintains an overweight bias toward transportation globally. Within transports, the Portfolio has emphasized leisure-exposed assets, including toll roads, passenger rail and select airports, where volumes have remained resilient and valuations attractive. Freight rail in the Americas represents another overweight area for the Portfolio, with additions in the second half of the reporting period based on an improved  margin and volume outlook for 2024.

As of the same date, the Portfolio held materially underweight exposure to utilities globally, most significantly among regulated utilities in the Americas and utilities in developed Asia. In addition, as noted above, the Portfolio maintains structurally underweight exposure to emerging markets. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 99.7%
Australia 7.2%
Atlas Arteria Ltd. (Transportation)	240,619	$    947,746
NEXTDC Ltd. (Communications) (a)	21,028	196,744
Transurban Group (Transportation)	145,021	1,354,885
		2,499,375
Canada 7.2%
Canadian National Railway Co. (Transportation)	6,297	791,491
Enbridge, Inc. (Midstream / Pipelines)	16,727	602,149
Pembina Pipeline Corp. (Midstream / Pipelines)	29,532	1,016,754
Pembina Pipeline Corp. (Midstream / Pipelines) (a)	2,242	76,141
		2,486,535
China 1.5%
China Resources Gas Group Ltd. (Utilities)	78,277	256,630
Guangdong Investment Ltd. (Utilities)	342,395	249,062
		505,692
France 5.6%
Eiffage SA (Transportation)	8,019	858,877
Vinci SA (Transportation)	8,632	1,083,481
		1,942,358
Hong Kong 0.5%
CK Infrastructure Holdings Ltd. (Utilities)	31,281	173,060
Italy 3.0%
Enel SpA (Utilities)	142,597	1,059,436
Japan 5.5%
Central Japan Railway Co. (Transportation)	44,005	1,118,538
West Japan Railway Co. (Transportation)	19,424	810,160
		1,928,698
Mexico 0.8%
Grupo Aeroportuario del Pacifico SAB de CV, Class B (Transportation)	15,373	268,360
Portugal 2.0%
EDP - Energias de Portugal SA (Utilities)	141,835	713,216
Spain 7.1%
Aena SME SA (Transportation)	6,617	1,198,724
Cellnex Telecom SA (Communications)	31,884	1,255,173
		2,453,897

	Shares	Value
Switzerland 0.6%
Flughafen Zurich AG (Registered) (Transportation)	1,088	$    227,160
United Kingdom 2.8%
National Grid plc (Utilities)	53,247	718,078
Pennon Group plc (Utilities)	26,566	254,476
		972,554
United States 55.9%
AES Corp. (The) (Utilities)	42,713	822,225
ALLETE, Inc. (Utilities)	4,051	247,759
American Tower Corp. (Communications)	9,146	1,974,439
Cheniere Energy, Inc. (Midstream / Pipelines)	6,098	1,040,990
CMS Energy Corp. (Utilities)	13,259	769,950
Constellation Energy Corp. (Utilities)	3,095	361,774
Crown Castle, Inc. (Communications)	3,211	369,875
CSX Corp. (Transportation)	36,220	1,255,747
Duke Energy Corp. (Utilities)	5,743	557,301
Equinix, Inc. (Communications)	745	600,015
Eversource Energy (Utilities)	5,628	347,360
Kinder Morgan, Inc. (Midstream / Pipelines)	44,887	791,807
NextEra Energy Partners LP (Utilities)	6,429	195,506
NextEra Energy, Inc. (Utilities)	30,350	1,843,459
NiSource, Inc. (Utilities)	13,851	367,744
OGE Energy Corp. (Utilities)	14,129	493,526
PG&E Corp. (Utilities)	36,254	653,660
Portland General Electric Co. (Utilities)	5,237	226,972
PPL Corp. (Utilities)	34,791	942,836
SBA Communications Corp. (Communications)	2,127	539,599
Sempra (Utilities)	16,455	1,229,682
Southern Co. (The) (Utilities)	10,436	731,772
Targa Resources Corp. (Midstream / Pipelines)	12,856	1,116,801
Union Pacific Corp. (Transportation)	3,072	754,545
WEC Energy Group, Inc. (Utilities)	14,030	1,180,905
		19,416,249
Total Common Stocks (Cost $32,558,458)		34,646,590

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP CBRE Global Infrastructure Portfolio

	Shares	Value
Short-Term Investment 0.3%
Affiliated Investment Company 0.3%
United States 0.3%
MainStay U.S. Government Liquidity Fund, 5.235% (b)	97,270	$     97,270
Total Short-Term Investment (Cost $97,270)		97,270
Total Investments (Cost $32,655,728)	100.0%	34,743,860
Other Assets, Less Liabilities	0.0‡	5,911
Net Assets	100.0%	$ 34,749,771

†	Percentages indicated are based on Portfolio net assets.
^	Industry and country classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	Non-income producing security.
(b)	Current yield as of December 31, 2023.

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 631	$ 7,629	$ (8,163)	$ —	$ —	$ 97	$ 16	$ —	97

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 34,646,590	$ —	$ —	$ 34,646,590
Short-Term Investment
Affiliated Investment Company	97,270	—	—	97,270
Total Investments in Securities	$ 34,743,860	$ —	$ —	$ 34,743,860

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

The table below sets forth the diversification of the Portfolio’s investments by sector.

Sector Diversification

	Value	Percent
Utilities	$14,396,389	41.4%
Transportation	10,669,714	30.7
Communications	4,935,845	14.2
Midstream / Pipelines	4,644,642	13.4
	34,646,590	99.7
Short-Term Investment	97,270	0.3
Other Assets, Less Liabilities	5,911	0.0‡
Net Assets	$34,749,771	100.0%

† Percentages indicated are based on Portfolio net assets.

^ Industry and country classifications may be different than those used for compliance monitoring purposes.

‡ Less than one-tenth of a percent.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP CBRE Global Infrastructure Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $32,558,458)	$ 34,646,590
Investment in affiliated investment companies, at value (identified cost $97,270)	97,270
Cash denominated in foreign currencies (identified cost $5)	5
Receivables:
Dividends	84,620
Investment securities sold	37,325
Portfolio shares sold	5,711
Securities lending	467
Other assets	125
Total assets	34,872,113
Liabilities
Payables:
Shareholder communication	26,856
Professional fees	23,178
Manager (See Note 3)	20,530
Investment securities purchased	16,996
Portfolio shares redeemed	15,157
Custodian	10,032
NYLIFE Distributors (See Note 3)	6,817
Accrued expenses	2,776
Total liabilities	122,342
Net assets	$ 34,749,771
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 4,986
Additional paid-in-capital	69,192,570
	69,197,556
Total distributable earnings (loss)	(34,447,785)
Net assets	$ 34,749,771

Initial Class
Net assets applicable to outstanding shares	$ 2,439,319
Shares of beneficial interest outstanding	345,697
Net asset value per share outstanding	$ 7.06
Service Class
Net assets applicable to outstanding shares	$32,310,452
Shares of beneficial interest outstanding	4,640,490
Net asset value per share outstanding	$ 6.96

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $57,375)	$1,089,147
Dividends-affiliated	16,125
Securities lending, net	4,863
Total income	1,110,135
Expenses
Manager (See Note 3)	287,875
Distribution/Service—Service Class (See Note 3)	79,249
Professional fees	56,949
Custodian	24,005
Trustees	868
Miscellaneous	278
Total expenses before waiver/reimbursement	449,224
Expense waiver/reimbursement from Manager (See Note 3)	(48,231)
Net expenses	400,993
Net investment income (loss)	709,142
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	(265,305)
Foreign currency transactions	(6,040)
Net realized gain (loss)	(271,345)
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	875,024
Translation of other assets and liabilities in foreign currencies	411
Net change in unrealized appreciation (depreciation)	875,435
Net realized and unrealized gain (loss)	604,090
Net increase (decrease) in net assets resulting from operations	$1,313,232

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP CBRE Global Infrastructure Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 709,142	$ 518,708
Net realized gain (loss)	(271,345)	(937,133)
Net change in unrealized appreciation (depreciation)	875,435	(2,045,417)
Net increase (decrease) in net assets resulting from operations	1,313,232	(2,463,842)
Distributions to shareholders:
Initial Class	(40,585)	(27,062)
Service Class	(502,552)	(387,536)
Total distributions to shareholders	(543,137)	(414,598)
Capital share transactions:
Net proceeds from sales of shares	8,530,228	20,290,734
Net asset value of shares issued to shareholders in reinvestment of distributions	543,137	414,598
Cost of shares redeemed	(8,984,738)	(10,775,375)
Increase (decrease) in net assets derived from capital share transactions	88,627	9,929,957
Net increase (decrease) in net assets	858,722	7,051,517
Net Assets
Beginning of year	33,891,049	26,839,532
End of year	$34,749,771	$ 33,891,049

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 6.92	$ 7.47	$ 6.48	$ 8.01	$ 7.61
Net investment income (loss) (a)	0.16	0.13	0.15	0.03	0.03
Net realized and unrealized gain (loss)	0.10	(0.58)	0.84	(1.08)	0.37
Total from investment operations	0.26	(0.45)	0.99	(1.05)	0.40
Less distributions:
From net investment income	(0.12)	(0.10)	—	(0.48)	—
Net asset value at end of year	$ 7.06	$ 6.92	$ 7.47	$ 6.48	$ 8.01
Total investment return (b)	4.06%	(5.99)%	15.28%(c)	(12.81)%	5.26%(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	2.32%	1.87%	2.08%	0.41%	0.33%
Net expenses (d)	0.95%	0.95%	0.95%	1.05%	1.21%
Expenses (before waiver/reimbursement) (d)	1.09%	1.13%	1.32%	1.44%	1.21%
Portfolio turnover rate	41%	54%	43%	163%	119%
Net assets at end of year (in 000's)	$ 2,439	$ 2,111	$ 1,899	$ 1,022	$ 1,009

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 6.83	$ 7.38	$ 6.42	$ 7.93	$ 7.55
Net investment income (loss) (a)	0.14	0.11	0.12	0.04	0.01
Net realized and unrealized gain (loss)	0.10	(0.58)	0.84	(1.09)	0.37
Total from investment operations	0.24	(0.47)	0.96	(1.05)	0.38
Less distributions:
From net investment income	(0.11)	(0.08)	—	(0.46)	—
Net asset value at end of year	$ 6.96	$ 6.83	$ 7.38	$ 6.42	$ 7.93
Total investment return (b)	3.80%	(6.22)%	14.95%(c)	(13.03)%	5.03%(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	2.08%	1.60%	1.79%	0.62%	0.11%
Net expenses (d)	1.20%	1.20%	1.20%	1.52%	1.62%
Expenses (before waiver/reimbursement) (d)	1.34%	1.38%	1.60%	1.95%	1.62%
Portfolio turnover rate	41%	54%	43%	163%	119%
Net assets at end of year (in 000's)	$ 32,310	$ 31,780	$ 24,941	$ 20,041	$ 22,798

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP CBRE Global Infrastructure Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP CBRE Global Infrastructure Portfolio (the "Portfolio"), a "non-diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time. However, due to its principal investment strategies and investment processes, the Portfolio has historically operated as a "diversified" portfolio. Therefore, the Portfolio will not operate as "non-diversified" portfolio without first obtaining shareholder approval.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	May 1, 2015
Service Class	May 1, 2015

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek total return.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation

 

17

Notes to Financial Statements (continued)

Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation

Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Certain securities held by the Portfolio may principally trade in foreign markets. Events may occur between the time the foreign markets close and the time at which the Portfolio's NAVs are calculated. These events may include, but are not limited to, situations relating to a single issuer in a market sector, significant fluctuations in U.S. or foreign markets, natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. Should the Valuation Designee conclude that such events may have affected the accuracy of the last price of such securities reported on the local foreign market, the Valuation Designee may, pursuant to the Valuation Procedures, adjust the value of the local price to reflect the estimated impact on the price of such securities as a result of such events. In this instance, securities are generally categorized as Level 3 in the hierarchy. Additionally, certain foreign equity securities are also fair valued whenever the movement of a particular index exceeds certain thresholds. In such cases, the securities are fair valued by applying factors provided by a third-party vendor in

 

18 MainStay VP CBRE Global Infrastructure Portfolio

accordance with the Valuation Procedures and are generally categorized as Level 2 in the hierarchy.

If the principal market of certain foreign equity securities is closed in observance of a local foreign holiday, these securities are valued using the last closing price of regular trading on the relevant exchange and fair valued by applying factors provided by a third-party vendor in accordance with the Valuation Procedures. These securities are generally categorized as Level 2 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection

with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Foreign Taxes. The Portfolio may be subject to foreign taxes on income and other transaction-based taxes imposed by certain countries in which it invests. A portion of the taxes on gains on investments or currency purchases/repatriation may be reclaimable. The Portfolio will accrue such taxes and reclaims as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

The Portfolio may be subject to taxation on realized capital gains, repatriation proceeds and other transaction-based taxes imposed by certain countries in which it invests. The Portfolio will accrue such taxes as applicable based upon its current interpretation of tax rules and regulations that exist in the market in which it invests. Capital gains taxes relating to positions still held are reflected as a liability in the Statement of Assets and Liabilities, as well as an adjustment to the Portfolio's net unrealized appreciation (depreciation). Taxes related to capital gains realized, if any, are reflected as part of net realized gain (loss) in the Statement of Operations. Changes in tax liabilities related to capital gains taxes on unrealized investment gains, if any, are reflected as part of the change in net unrealized appreciation (depreciation) on investments in the Statement of Operations. Transaction-based charges are generally assessed as a percentage of the transaction amount.

(D) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(E) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

19

Notes to Financial Statements (continued)

The Portfolio may also invest up to 25% of its net assets in master limited partnerships.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(F) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(G) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(H) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and

liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(I) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(J) Foreign Securities Risk. The Portfolio may invest in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Portfolio's ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Portfolio's investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

 

20 MainStay VP CBRE Global Infrastructure Portfolio

(K) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. CBRE Investment Management Listed Real Assets LLC ("CBRE" or the "Subadvisor"), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and CBRE, New York Life Investments pays for the services of the Subadvisor.

Effective May 1, 2023, pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.85% up to $3 billion; and 0.84% in excess of $3 billion. During the year ended December 31, 2023, the effective management fee rate was 0.85% of the Portfolio's average daily net assets.

Prior to May 1, 2023, the Fund paid the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of 0.85% of the Portfolio's average daily net assets.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that the Total Annual Portfolio Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) portfolio/fund fees and expenses) of Initial Class shares and Service Class shares do not exceed 0.95% and 1.20%, respectively, of the Portfolio's average daily net

assets. This agreement will remain in effect until May 1, 2024, and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $287,875 and waived fees and/or reimbursed expenses in the amount of $48,231 and paid the Subadvisor fees in the amount of $119,822.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$33,403,315	$2,348,825	$(1,008,280)	$1,340,545

21

Notes to Financial Statements (continued)

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$715,865	$(36,519,547)	$15,681	$1,340,216	$(34,447,785)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $36,519,547, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$34,283	$2,236

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$543,137	$414,598

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement

expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $14,509 and $13,763, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	77,302	$ 519,694
Shares issued to shareholders in reinvestment of distributions	6,579	40,585
Shares redeemed	(43,447)	(306,011)
Net increase (decrease)	40,434	$ 254,268
Year ended December 31, 2022:
Shares sold	100,768	$ 720,250
Shares issued to shareholders in reinvestment of distributions	4,406	27,062
Shares redeemed	(54,059)	(380,690)
Net increase (decrease)	51,115	$ 366,622

 

22 MainStay VP CBRE Global Infrastructure Portfolio

Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	1,181,990	$ 8,010,534
Shares issued to shareholders in reinvestment of distributions	82,511	502,552
Shares redeemed	(1,279,988)	(8,678,727)
Net increase (decrease)	(15,487)	$ (165,641)
Year ended December 31, 2022:
Shares sold	2,756,775	$ 19,570,484
Shares issued to shareholders in reinvestment of distributions	63,886	387,536
Shares redeemed	(1,544,297)	(10,394,685)
Net increase (decrease)	1,276,364	$ 9,563,335

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

23

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP CBRE Global Infrastructure Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP CBRE Global Infrastructure Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agent and broker; when replies were not received from broker, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

24 MainStay VP CBRE Global Infrastructure Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP CBRE Global Infrastructure Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and CBRE Investment Management Listed Real Assets LLC (“CBRE”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and CBRE in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and CBRE in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or CBRE that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, CBRE personnel.  In addition, the Board took into account other

information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and CBRE; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and CBRE; (iii) the costs of the services provided, and profits realized, by New York Life Investments and CBRE with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and CBRE.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and CBRE resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and CBRE

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by CBRE, evaluating the performance of CBRE, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of CBRE and ongoing analysis of, and interactions with, CBRE with respect to, among other things, the Portfolio’s investment performance and risks as well as CBRE’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory

services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that CBRE provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated CBRE’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and CBRE’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at CBRE.  The Board considered New York Life Investments’ and CBRE’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and CBRE and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered CBRE’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and CBRE regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board

 

26 MainStay VP CBRE Global Infrastructure Portfolio

considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of CBRE and the members of the Board’s Investment Committee, which generally occur on an annual basis.  In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the five-year period ended July 31, 2023, and performed in line with its peer funds for the one- and three-year periods ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments and CBRE regarding the Portfolio’s investment performance. 

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and CBRE

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and CBRE due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of CBRE’s relationship with the Portfolio, the Board considered information from New York Life Investments that CBRE’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of CBRE’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and CBRE, and profitability of New York Life Investments and its affiliates and CBRE due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’ and CBRE’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and CBRE and acknowledged that New York Life Investments and CBRE must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and CBRE to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and CBRE and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to CBRE from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to CBRE in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between CBRE and its affiliates and New York Life Investments and its affiliates and considered the existence of a strategic partnership between New York Life Investments and CBRE that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to CBRE and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to CBRE, the Board considered that any profits realized by CBRE due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and CBRE, acknowledging that any such profits are based on the subadvisory fee paid to CBRE by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to CBRE is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment

advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and CBRE on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules. The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints, voluntary waivers and expense limitation arrangements on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio. 

The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

 

28 MainStay VP CBRE Global Infrastructure Portfolio

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

29

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

30 MainStay VP CBRE Global Infrastructure Portfolio

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

31

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

32 MainStay VP CBRE Global Infrastructure Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

34 MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015937 MSVPCRA11-02/24

(NYLIAC) NI514

MainStay VP Fidelity Institutional AM^® Utilities Portfolio*

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

* Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	12
Notes to Financial Statements	16
Report of Independent Registered Public Accounting Firm	22
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	23
Proxy Voting Policies and Procedures and Proxy Voting Record	27
Shareholder Reports and Quarterly Portfolio Disclosure	27
Board of Trustees and Officers	28

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	2/17/2012	-1.46%	8.41%	6.42%	0.66%
Service Class Shares	2/17/2012	-1.71	8.14	6.15	0.91

1.	The Portfolio replaced its subadvisor and modified its principal investment strategies and changed its classification from a diversified fund to a non-diversified fund as of November 30, 2018. Therefore, the performance information shown in this report prior to November 30, 2018 reflects the Portfolio’s prior subadvisor, principal investment strategies and diversification status.
2.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus, as supplemented, and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
MSCI USA IMI Utilities 25/50 Index (Gross)1	-7.37%	6.46%	8.64%
Morningstar Utilities Category Average2	-4.36	6.18	7.35

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The MSCI USA IMI Utilities 25/50 Index (Gross) is the Portfolio's primary benchmark. The MSCI USA IMI Utilities 25/50 Index (Gross) is a modified market capitalization-weighted index of stocks designed to measure the performance of utilities companies in the MSCI U.S. Investable Market 2500 Index.
2.	The Morningstar Utilities Category Average is representative of funds that seek capital appreciation by investing primarily in equity securities of U.S. or non-U.S. public utilities including electric, gas, and telephone-service providers. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Fidelity Institutional AM^® Utilities Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,019.70	$3.41	$1,021.83	$3.41	0.67%
Service Class Shares	$1,000.00	$1,018.40	$4.68	$1,020.57	$4.69	0.92%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Electric Utilities	69.5%
Multi–Utilities	19.2
Independent Power and Renewable Electricity Producers	7.3
Water Utilities	0.7
Gas Utilities	0.7

Electrical Equipment	0.2%
Short–Term Investments	1.9
Other Assets, Less Liabilities	0.5
	100.0%

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	NextEra Energy, Inc.
2.	Sempra
3.	Southern Co. (The)
4.	Duke Energy Corp.
5.	PG&E Corp.

6.	Edison International
7.	Entergy Corp.
8.	American Electric Power Co., Inc.
9.	PPL Corp.
10.	Constellation Energy Corp.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio manager Douglas Simmons of FIAM LLC (“FIAM”), the Portfolio’s Subadvisor.

How did MainStay VP Fidelity Institutional AM^® Utilities Portfolio¹ perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Fidelity Institutional AM^® Utilities Portfolio returned −1.46% for Initial Class shares and −1.71% for Service Class shares. Over the same period, both share classes outperformed the −7.37% return of the MSCI USA IMI Utilities 25/50 Index (Gross) (the “Index”), which is the Portfolio’s benchmark. For the 12 months ended December 31, 2023, both share classes also outperformed the −4.36% return of the Morningstar Utilities Category Average.²

What factors affected the Portfolio’s relative performance during the reporting period?

The Portfolio outperformed the Index primarily due to favorable security selection, most notably in the electric utilities subsector. Industry allocation, particularly overweight exposure to electric utilities, detracted slightly.

Which subsectors were the strongest positive contributors to the Portfolio’s relative performance, and which subsectors were particularly weak?

The strongest positive contributions to the Portfolio’s relative performance from a subsector standpoint came from electric utilities (the largest segment of the Index), driven by security selection. (Contributions take weightings and total returns into account.) The next two strongest contributors included independent power & renewable electricity producers and oil, gas & consumable fuels, resulting from security selection in both cases.

Electric utilities detracted most significantly from the Portfolio’s relative performance, due to overweight exposure. Overweight exposure to independent power & renewable electricity producers, and underweight exposure to multi-utilities, also detracted.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

On an absolute return basis, the three largest positive contributors to the Portfolio’s overall performance included Vistra Corp, NRG Energy and Sunnova Energy.

Independent power producer & electric provider Vistra Corp serves customers across multiple U.S. states, with a mix of traditional, renewable and nuclear energy. The company reported strong

performance, consistently exceeding earnings expectations throughout the reporting period. The company also closed a deal for Energy Harbor, which expanded its nuclear energy base.

Independent power producer & electric provider NRG Energy serves customers through its Texas, East, and West segments. The company reported strong earnings throughout 2023. However, we trimmed the Portfolio’s position following activist investor activity.

Shares in American residential and commercial solar energy company Sunnova Energy sold off significantly on concerns over the company’s fundamentals, and the Portfolio bought on weakness. Returns benefited from an upswing in the stock’s price following a slightly more positive earnings report in October 2023.

Conversely, the three most significant detractors from absolute performance included Nextera Energy Partners LP, Enphase Energy and Nextera Energy. The spin-off of Nextera Energy Partners LP from Nextera Energy weighed on the stocks of both companies. Enphase stock fell after the company reported lower-than-expected earnings and management lowered guidance, prompting us to sell the Portfolio’s position. 

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio initiated a position in U.S.-based water utility American Water Works. Fidelity led a funding round in the company during the reporting period at a particularly favorable valuation. The Portfolio sold its position in diversified utility The AES Corporation early in 2023, but added the position back based on positive fundamentals in the second quarter. The Portfolio sold its position in European utility Enel after the company reached the top of our valuation range.

How did the Portfolio’s sector weightings change during the reporting period?

After having no exposure to water utilities for a long period, the Portfolio initiated a position in the industry through an allocation to American Water Works. We reduced the Portfolio’s overweight exposure to electric utilities during the reporting period, although the position remained significantly overweight. We also trimmed the Portfolio’s underweight exposure to multi-utilities.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio’s most overweight positions relative to the Index were in electric utilities and

 

1. Fidelity Institutional AM is a registered trademark of FMR LLC. Used with permission.

2. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

independent power producers & energy traders. As of the same date, the Portfolio’s most significant underweight positions were in multi-utilities, gas utilities and water utilities. 

The opinions expressed are those of the portfolio manager as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 97.6%
Electric Utilities 69.5%
American Electric Power Co., Inc.	465,500	$  37,807,910
Constellation Energy Corp.	310,968	36,349,050
Duke Energy Corp.	788,013	76,468,782
Edison International	648,537	46,363,910
Entergy Corp.	396,648	40,136,811
Evergy, Inc.	352,400	18,395,280
Eversource Energy	404,009	24,935,435
FirstEnergy Corp.	986,281	36,157,061
Fortum OYJ	180,000	2,595,166
IDACORP, Inc.	46,700	4,591,544
NextEra Energy, Inc.	2,160,560	131,232,414
NRG Energy, Inc.	118,880	6,146,096
PG&E Corp.	4,030,399	72,668,094
Pinnacle West Capital Corp.	102,989	7,398,730
PPL Corp.	1,393,569	37,765,720
Southern Co. (The)	1,115,421	78,213,320
		657,225,323
Electrical Equipment 0.2%
Sunrun, Inc. (a)	109,900	2,157,337
Gas Utilities 0.7%
Southwest Gas Holdings, Inc.	23,100	1,463,385
UGI Corp.	217,795	5,357,757
		6,821,142
Independent Power and Renewable Electricity Producers 7.3%
AES Corp. (The)	1,112,500	21,415,625
Clearway Energy, Inc.	84,500	2,161,510
Energy Harbor Corp. (a)	164,600	13,250,300
NextEra Energy Partners LP	259,768	7,899,545
Sunnova Energy International, Inc. (a)(b)	352,900	5,381,725
Vistra Corp.	476,710	18,362,869
		68,471,574
Multi-Utilities 19.2%
Consolidated Edison, Inc.	153,600	13,972,992
DTE Energy Co.	209,900	23,143,574
NiSource, Inc.	1,168,284	31,017,940
Public Service Enterprise Group, Inc.	509,324	31,145,163
Sempra	1,092,886	81,671,371
		180,951,040

	Shares	Value
Water Utilities 0.7%
American Water Works Co., Inc.	35,815	$   4,727,222
Essential Utilities, Inc.	60,800	2,270,880
		6,998,102
Total Common Stocks (Cost $913,401,858)		922,624,518
Short-Term Investments 1.9%
Affiliated Investment Company 1.4%
MainStay U.S. Government Liquidity Fund, 5.235% (c)	13,214,112	13,214,112
Unaffiliated Investment Companies 0.5%
BlackRock Liquidity FedFund, 5.374% (c)(d)	2,000,000	2,000,000
Invesco Government & Agency Portfolio, 5.361% (c)(d)	2,981,841	2,981,841
		4,981,841
Total Short-Term Investments (Cost $18,195,953)		18,195,953
Total Investments (Cost $931,597,811)	99.5%	940,820,471
Other Assets, Less Liabilities	0.5	4,476,722
Net Assets	100.0%	$ 945,297,193

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.
(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $4,687,179. The Portfolio received cash collateral with a value of $4,981,841. (See Note 2(H))
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 19,414	$ 285,431	$ (291,631)	$ —	$ —	$ 13,214	$ 528	$ —	13,214

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 909,374,218	$  13,250,300	$ —	$ 922,624,518
Short-Term Investments
Affiliated Investment Company	13,214,112	—	—	13,214,112
Unaffiliated Investment Companies	4,981,841	—	—	4,981,841
Total Short-Term Investments	18,195,953	—	—	18,195,953
Total Investments in Securities	$ 927,570,171	$  13,250,300	$ —	$ 940,820,471

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $918,383,699) including securities on loan of $4,687,179	$927,606,359
Investment in affiliated investment companies, at value (identified cost $13,214,112)	13,214,112
Cash denominated in foreign currencies (identified cost $30)	31
Receivables:
Investment securities sold	9,694,281
Dividends	1,910,493
Portfolio shares sold	143,162
Securities lending	1,201
Other assets	5,520
Total assets	952,575,159
Liabilities
Cash collateral received for securities on loan	4,981,841
Payables:
Investment securities purchased	1,057,519
Manager (See Note 3)	510,558
Portfolio shares redeemed	496,387
NYLIFE Distributors (See Note 3)	152,800
Professional fees	50,540
Custodian	16,225
Shareholder communication	7,560
Accrued expenses	4,536
Total liabilities	7,277,966
Net assets	$945,297,193
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 88,497
Additional paid-in-capital	854,095,743
	854,184,240
Total distributable earnings (loss)	91,112,953
Net assets	$945,297,193

Initial Class
Net assets applicable to outstanding shares	$222,112,066
Shares of beneficial interest outstanding	20,722,215
Net asset value per share outstanding	$ 10.72
Service Class
Net assets applicable to outstanding shares	$723,185,127
Shares of beneficial interest outstanding	67,774,725
Net asset value per share outstanding	$ 10.67

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $12,846)	$ 27,350,777
Dividends-affiliated	528,240
Securities lending, net	24,641
Total income	27,903,658
Expenses
Manager (See Note 3)	6,207,596
Distribution/Service—Service Class (See Note 3)	1,908,495
Professional fees	134,773
Custodian	42,337
Shareholder communication	32,245
Trustees	21,275
Miscellaneous	30,515
Total expenses	8,377,236
Net investment income (loss)	19,526,422
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	65,750,142
Foreign currency transactions	4,048
Net realized gain (loss)	65,754,190
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	(104,738,214)
Translation of other assets and liabilities in foreign currencies	7,673
Net change in unrealized appreciation (depreciation)	(104,730,541)
Net realized and unrealized gain (loss)	(38,976,351)
Net increase (decrease) in net assets resulting from operations	$ (19,449,929)

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 19,526,422	$ 13,893,104
Net realized gain (loss)	65,754,190	143,420,705
Net change in unrealized appreciation (depreciation)	(104,730,541)	(99,750,150)
Net increase (decrease) in net assets resulting from operations	(19,449,929)	57,563,659
Distributions to shareholders:
Initial Class	(35,326,559)	(13,874,720)
Service Class	(118,635,558)	(59,581,954)
Total distributions to shareholders	(153,962,117)	(73,456,674)
Capital share transactions:
Net proceeds from sales of shares	90,808,057	83,467,996
Net asset value of shares issued to shareholders in reinvestment of distributions	153,962,117	73,456,674
Cost of shares redeemed	(183,186,887)	(278,193,216)
Increase (decrease) in net assets derived from capital share transactions	61,583,287	(121,268,546)
Net increase (decrease) in net assets	(111,828,759)	(137,161,561)
Net Assets
Beginning of year	1,057,125,952	1,194,287,513
End of year	$ 945,297,193	$1,057,125,952

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 13.20	$ 13.58	$ 12.35	$ 13.49	$ 11.68
Net investment income (loss) (a)	0.27	0.20	0.31	0.25	0.31
Net realized and unrealized gain (loss)	(0.69)	0.43	1.73	(0.34)	2.39
Total from investment operations	(0.42)	0.63	2.04	(0.09)	2.70
Less distributions:
From net investment income	(0.26)	(0.30)	(0.28)	(0.33)	(0.34)
From net realized gain on investments	(1.80)	(0.71)	(0.53)	(0.72)	(0.55)
Total distributions	(2.06)	(1.01)	(0.81)	(1.05)	(0.89)
Net asset value at end of year	$ 10.72	$ 13.20	$ 13.58	$ 12.35	$ 13.49
Total investment return (b)	(1.46)%	5.57%	17.24%	(0.38)%	23.26%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	2.23%	1.46%	2.41%	2.06%	2.41%
Net expenses (c)	0.67%	0.66%	0.66%	0.67%	0.68%
Portfolio turnover rate	71%	53%	34%	62%	47%
Net assets at end of year (in 000's)	$ 222,112	$ 202,092	$ 215,594	$ 135,814	$ 97,503

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 13.14	$ 13.51	$ 12.29	$ 13.43	$ 11.63
Net investment income (loss) (a)	0.24	0.17	0.27	0.22	0.28
Net realized and unrealized gain (loss)	(0.69)	0.43	1.72	(0.35)	2.37
Total from investment operations	(0.45)	0.60	1.99	(0.13)	2.65
Less distributions:
From net investment income	(0.22)	(0.26)	(0.24)	(0.29)	(0.30)
From net realized gain on investments	(1.80)	(0.71)	(0.53)	(0.72)	(0.55)
Total distributions	(2.02)	(0.97)	(0.77)	(1.01)	(0.85)
Net asset value at end of year	$ 10.67	$ 13.14	$ 13.51	$ 12.29	$ 13.43
Total investment return (b)	(1.71)%	5.31%	16.95%	(0.63)%	22.95%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.95%	1.22%	2.14%	1.80%	2.15%
Net expenses (c)	0.92%	0.91%	0.91%	0.92%	0.93%
Portfolio turnover rate	71%	53%	34%	62%	47%
Net assets at end of year (in 000's)	$ 723,185	$ 855,034	$ 978,694	$ 953,655	$ 1,121,657

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Fidelity Institutional AM^® Utilities Portfolio (the "Portfolio"), a "non-diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	February 17, 2012
Service Class	February 17, 2012

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek total return.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

16 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates

17

Notes to Financial Statements (continued)

the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes

of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(H) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities

 

18 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(I) Foreign Securities Risk. The Portfolio may invest in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Portfolio's ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Portfolio's investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

(J) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's

maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio’s Manager pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. FIAM LLC (“FIAM" or the “Subadvisor”) a registered investment adviser, serves as Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and FIAM, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.64% up to $1 billion; 0.61% from $1 billion to $3 billion; and 0.60% in excess of $3 billion. During the year ended December 31, 2023, the effective management fee rate was 0.64% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $6,207,596 and paid the Subadvisor in the amount of $2,476,517.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs

19

Notes to Financial Statements (continued)

incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$935,459,627	$60,267,127	$(54,906,283)	$5,360,844

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$20,314,084	$65,451,878	$—	$5,346,991	$91,112,953

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

The following table discloses the current year reclassifications between total distributable earnings (loss) and additional paid-in capital arising from permanent differences; net assets as of December 31, 2023 were not affected.

Total Distributable Earnings (Loss)	Additional Paid-In Capital
$462	$(462)

The reclassifications for the Portfolio are primarily due to partnership adjustments.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$ 25,879,043	$23,960,588
Long-Term Capital Gains	128,083,074	49,496,086
Total	$153,962,117	$73,456,674

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended

 

20 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $677,116 and $749,160, respectively.

The Portfolio may purchase securities from or sell securities to other portfolios managed by the Subadvisor. These interportfolio transactions are primarily used for cash management purposes and are made pursuant to Rule 17a-7 under the 1940 Act. The Rule 17a-7 transactions during the year ended December 31, 2023, were as follows:

Purchases (000's)	Sales (000's)	Realized Gain / (Loss) (000's)
$4,275	$23,961	$1,094

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	3,031,623	$ 36,492,478
Shares issued to shareholders in reinvestment of distributions	3,657,334	35,326,559
Shares redeemed	(1,273,025)	(14,354,261)
Net increase (decrease)	5,415,932	$ 57,464,776
Year ended December 31, 2022:
Shares sold	1,583,682	$ 20,686,389
Shares issued to shareholders in reinvestment of distributions	1,176,971	13,874,720
Shares redeemed	(3,335,783)	(45,895,265)
Net increase (decrease)	(575,130)	$ (11,334,156)
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	4,557,944	$ 54,315,579
Shares issued to shareholders in reinvestment of distributions	12,330,897	118,635,558
Shares redeemed	(14,170,338)	(168,832,626)
Net increase (decrease)	2,718,503	$ 4,118,511
Year ended December 31, 2022:
Shares sold	4,652,743	$ 62,781,607
Shares issued to shareholders in reinvestment of distributions	5,074,648	59,581,954
Shares redeemed	(17,109,749)	(232,297,951)
Net increase (decrease)	(7,382,358)	$(109,934,390)

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

21

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Fidelity Institutional AM® Utilities Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Fidelity Institutional AM® Utilities Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

22 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Fidelity Institutional AM^® Utilities Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and FIAM LLC (“FIAM”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and FIAM in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and FIAM in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or FIAM that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, FIAM personnel.  In addition, the Board took into account other information provided by New York Life Investments throughout the year,

including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by the applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and FIAM; (ii) the qualifications of the portfolio manager of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and FIAM; (iii) the costs of the services provided, and profits realized, by New York Life Investments and FIAM with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and FIAM.  The Board’s

 

23

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and FIAM resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and FIAM

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by FIAM, evaluating the performance of FIAM, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of FIAM and ongoing analysis of, and interactions with, FIAM with respect to, among other things, the Portfolio’s investment performance and risks as well as FIAM’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii)

compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that FIAM provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated FIAM’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and FIAM’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at FIAM.  The Board considered New York Life Investments’ and FIAM’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and FIAM and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered FIAM’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio manager, the number of accounts managed by the portfolio manager and the method for compensating the portfolio manager.

In addition, the Board considered information provided by New York Life Investments and FIAM regarding their respective business continuity and disaster recovery plans. 

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net

 

24 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of FIAM and the members of the Board’s Investment Committee, which generally occur on an annual basis.   

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and FIAM

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and FIAM due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of FIAM’s relationship with the Portfolio, the Board considered information from New York Life Investments that FIAM’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of FIAM’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and FIAM, and profitability of New York Life Investments and its affiliates and FIAM due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’ and FIAM’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and

FIAM and acknowledged that New York Life Investments and FIAM must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and FIAM to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and FIAM and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to FIAM from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to FIAM in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between FIAM and its affiliates and New York Life Investments and its affiliates that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be

25

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to FIAM and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to FIAM, the Board considered that any profits realized by FIAM due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and FIAM, acknowledging that any such profits are based on the subadvisory fee paid to FIAM by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to FIAM is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and FIAM on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment

advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

 

26 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

27

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

28 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

29

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

30 MainStay VP Fidelity Institutional AM^® Utilities Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

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New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

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(NYLIAC) NI526

MainStay VP Wellington Small Cap Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	15
Notes to Financial Statements	19
Report of Independent Registered Public Accounting Firm	26
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	27
Proxy Voting Policies and Procedures and Proxy Voting Record	32
Shareholder Reports and Quarterly Portfolio Disclosure	32
Board of Trustees and Officers	33

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1, 2	One Year	Five Years	Since Inception	Gross Expense Ratio3
Initial Class Shares	5/2/2016	13.89%	6.68%	6.25%	0.86%
Service Class Shares	5/2/2016	13.60	6.42	5.99	1.11

1.	Effective January 1, 2018, due to an organizational restructuring, all investment personnel of Cornerstone Capital Management Holdings LLC, a former subadvisor, transitioned to MacKay Shields LLC.
2.	Effective May 1, 2021, the Portfolio replaced its subadvisor, MacKay Shields LLC, and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio's prior subadvisors and principal investment strategies.
3.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Since Inception
Russell 2000® Index1	16.93%	9.97%	9.27%
Morningstar Small Blend Category Average2	16.18	10.86	8.63

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Russell 2000® Index is the Portfolio’s primary broad-based securities market index for comparison purposes. The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership.
2.	The Morningstar Small Blend Category Average is representative of funds that favor U.S. firms at the smaller end of the market-capitalization range. Some aim to own an array of value and growth stocks while others employ a discipline that leads to holdings with valuations and growth rates close to the small-cap averages. Stocks in the bottom 10% of the capitalization of the U.S. equity market are defined as small cap. The blend style is assigned to funds where neither growth nor value characteristics predominate. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Wellington Small Cap Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,081.00	$3.88	$1,021.47	$3.77	0.74%
Service Class Shares	$1,000.00	$1,079.70	$5.19	$1,020.21	$5.04	0.99%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Wellington Small Cap Portfolio

Industry Composition as of December 31, 2023 (Unaudited)

Banks	9.1%
Software	6.3
Biotechnology	6.3
Health Care Equipment & Supplies	4.2
Trading Companies & Distributors	3.9
Energy Equipment & Services	3.6
Semiconductors & Semiconductor Equipment	3.2
Financial Services	2.9
Machinery	2.8
Commercial Services & Supplies	2.8
Chemicals	2.7
Diversified Consumer Services	2.7
Textiles, Apparel & Luxury Goods	2.5
Electronic Equipment, Instruments & Components	2.3
Consumer Finance	2.2
Insurance	2.0
Household Durables	2.0
Hotels, Restaurants & Leisure	2.0
Professional Services	2.0
Exchange–Traded Funds	1.8
Gas Utilities	1.7
Automobile Components	1.6
Health Care Providers & Services	1.6
Building Products	1.5
Mortgage Real Estate Investment Trusts	1.4
Personal Care Products	1.3
Media	1.3

Metals & Mining	1.3%
Oil, Gas & Consumable Fuels	1.3
Capital Markets	1.3
Real Estate Management & Development	1.2
Hotel & Resort REITs	1.2
Interactive Media & Services	1.2
Food Products	1.2
Aerospace & Defense	1.2
Pharmaceuticals	1.2
Ground Transportation	1.1
Construction & Engineering	0.9
Leisure Products	0.7
Health Care REITs	0.6
Office REITs	0.6
Electrical Equipment	0.6
Specialized REITs	0.6
Health Care Technology	0.6
Specialty Retail	0.6
Communications Equipment	0.5
Household Products	0.5
Electric Utilities	0.4
Beverages	0.4
Broadline Retail	0.4
Short–Term Investments	5.2
Other Assets, Less Liabilities	–2.5
	100.0%

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Skyline Champion Corp.
2.	Cadence Bank
3.	H&R Block, Inc.
4.	iShares Russell 2000 Value ETF
5.	Cytokinetics, Inc.

6.	elf Beauty, Inc.
7.	Freshpet, Inc.
8.	Xometry, Inc., Class A
9.	MRC Global, Inc.
10.	Taboola.com Ltd.

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Gregg R. Thomas and Roberto J. Isch, CFA, of Wellington Management Company LLP (“Wellington”), the Portfolio’s Subadvisor.

How did MainStay VP Wellington Small Cap Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Wellington Small Cap Portfolio returned 13.89% for Initial Class shares and 13.60% for Service Class shares. Over the same period, both share classes underperformed the 16.93% return of the Russell 2000^® Index (“the Index”), which is the Portfolio’s benchmark, and the 16.18% return of the Morningstar Small Blend Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

During the reporting period, the Portfolio underperformed the Index due to a combination of security selection and sector allocation.

During the reporting period, how was the Portfolio’s performance materially affected by investments in derivatives?

The Portfolio used Russell 2000^® Index futures during the reporting period to equitize cash. These futures positions did not materially impact the Portfolio’s performance.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

The sector providing the strongest contribution to the Portfolio’s performance relative to the Index was financials, followed by real estate and utilities. (Contributions take weightings and total returns into account.) The positive relative performance of all three sectors was driven by security selection. Underweight exposure in the utilities and real estate sectors further benefited relative returns. During the same period, the sector that detracted most from relative performance was consumer discretionary, followed by information technology and health care. Security selection undermined relative performance of all three sectors, while underweight exposure to information technology also modestly detracted.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

The strongest positive contributions to the Portfolio’s absolute performance came from holdings in multinational insurance underwriter SiriusPoint, cosmetics company e.l.f. Beauty and wireless communication technology company InterDigital. SiriusPoint shares advanced after the company announced earnings results consistently ahead of expectations. Shares in

e.l.f. Beauty benefited from the company’s increased brand awareness and a lower price point for its products relative to higher-end cosmetics brands. InterDigital shares rose on the company’s solid, top-line growth and continued momentum in its licensing business. In addition, the company’s most recent quarterly release included earnings that were well above estimates and guidance that was higher than expected.

The most significant detractors from the Portfolio’s absolute performance included dermatologist-led biopharmaceutical company Aclaris Therapeutics, collection agency PRA Group and health care technology company Omnicell. Aclaris shares fell sharply during the reporting period when the company announced disappointing top-line results from its Phase 2b clinical study of oral MK2 inhibitor zunsemetinib for the treatment of rheumatoid arthritis. PRA shares declined after first quarter 2023 results missed consensus estimates. Omnicell shares lost ground after the company reported third quarter 2023 earnings that declined significantly compared to the prior year. Management lowered its 2023 earnings and revenue guidance amid weakening demand.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio initiated positions in health care technology company Omnicell and advertising technology company Taboola.com during the reporting period. We added Omnicell to the Portfolio based on its attractive valuation and high-quality fundamentals. We added Taboola.com to the Portfolio due to its attractive high-quality fundamentals.

During the same period, we eliminated the Portfolio’s positions in wood products and building materials producer Boise Cascade and reduced the Portfolio’s exposure to government-sponsored agricultural loans provider Federal Agricultural Mortgage Corp. (also known as “FAMC” or “Farmer Mac”). We sold the Portfolio’s position in Boise Cascade on strength following substantial price appreciation. Farmer Mac screened well for multiple managers’ investment philosophies. We reduced the Portfolio’s exposure to the stock as valuations rose, but maintained exposure to the name because of its higher-quality fundamentals.

How did the Portfolio’s sector weightings change during the reporting period?

The most notable increases in the Portfolio’s sector exposures were to health care and utilities, reducing the level of the Portfolio’s underweight positions in both sectors. Notable reductions in sector exposures included energy, resulting in more significantly underweight exposure, and industrials, resulting in a more modestly overweight position.

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP Wellington Small Cap Portfolio

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held its most overweight positions relative to the Index in the financials and consumer discretionary sectors, and its most underweight positions in energy and real estate. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 95.5%
Aerospace & Defense 1.2%
BWX Technologies, Inc.	33,348	$   2,558,792
Spirit AeroSystems Holdings, Inc., Class A (a)	65,249	2,073,613
		4,632,405
Automobile Components 1.6%
Dana, Inc.	87,136	1,273,057
Phinia, Inc.	66,860	2,025,190
Visteon Corp. (a)	9,381	1,171,687
XPEL, Inc. (a)	33,359	1,796,382
		6,266,316
Banks 9.1%
Bank OZK	50,429	2,512,877
Banner Corp.	23,304	1,248,162
Cadence Bank	148,929	4,406,809
Columbia Banking System, Inc.	91,004	2,427,987
First Hawaiian, Inc.	98,413	2,249,721
First Interstate BancSystem, Inc., Class A	74,916	2,303,667
FNB Corp.	145,299	2,000,767
Home BancShares, Inc.	97,402	2,467,193
OFG Bancorp	43,971	1,648,033
Old National Bancorp	128,311	2,167,173
Pacific Premier Bancorp, Inc.	88,233	2,568,463
Sandy Spring Bancorp, Inc.	86,399	2,353,509
Stellar Bancorp, Inc.	67,312	1,873,966
United Community Banks, Inc.	59,852	1,751,269
Veritex Holdings, Inc.	73,186	1,703,038
WSFS Financial Corp.	33,163	1,523,177
		35,205,811
Beverages 0.4%
Celsius Holdings, Inc. (a)	29,947	1,632,711
Biotechnology 6.3%
Ascendis Pharma A/S, ADR (a)	3,608	454,428
Blueprint Medicines Corp. (a)	11,367	1,048,492
Celldex Therapeutics, Inc. (a)	76,332	3,027,327
Crinetics Pharmaceuticals, Inc. (a)	10,041	357,259
Cytokinetics, Inc. (a)	43,828	3,659,200
Halozyme Therapeutics, Inc. (a)	49,968	1,846,817
Immunocore Holdings plc, ADR (a)(b)	13,570	927,102
Intellia Therapeutics, Inc. (a)	13,176	401,736
Kymera Therapeutics, Inc. (a)	39,493	1,005,492
Merus NV (a)	72,322	1,988,855
Morphic Holding, Inc. (a)	11,929	344,509
Nuvalent, Inc., Class A (a)	33,131	2,438,110

	Shares	Value
Biotechnology (continued)
Prothena Corp. plc (a)	8,778	$     318,993
PTC Therapeutics, Inc. (a)	15,680	432,141
REVOLUTION Medicines, Inc. (a)	54,594	1,565,756
Rocket Pharmaceuticals, Inc. (a)	39,896	1,195,683
Syndax Pharmaceuticals, Inc. (a)	26,699	576,965
Vaxcyte, Inc. (a)	44,372	2,786,562
		24,375,427
Broadline Retail 0.4%
Global-e Online Ltd. (a)	37,371	1,481,013
Building Products 1.5%
AZEK Co., Inc. (The) (a)	60,008	2,295,306
Masonite International Corp. (a)	20,996	1,777,521
Zurn Elkay Water Solutions Corp.	59,602	1,752,895
		5,825,722
Capital Markets 1.3%
Hamilton Lane, Inc., Class A	25,586	2,902,476
PJT Partners, Inc., Class A	19,060	1,941,642
		4,844,118
Chemicals 2.7%
Cabot Corp.	28,613	2,389,185
Livent Corp. (a)(b)	74,880	1,346,342
Mativ Holdings, Inc.	123,925	1,897,292
Minerals Technologies, Inc.	36,999	2,638,399
Quaker Chemical Corp.	10,395	2,218,501
		10,489,719
Commercial Services & Supplies 2.8%
Brady Corp., Class A	43,334	2,543,273
Casella Waste Systems, Inc., Class A (a)	19,324	1,651,429
Interface, Inc.	207,339	2,616,618
Loomis AB	65,954	1,749,871
MillerKnoll, Inc.	78,567	2,096,168
		10,657,359
Communications Equipment 0.5%
Calix, Inc. (a)	42,751	1,867,791
Construction & Engineering 0.9%
Ameresco, Inc., Class A (a)	28,082	889,357
Fluor Corp. (a)	63,420	2,484,161
		3,373,518
Consumer Finance 2.2%
Bread Financial Holdings, Inc.	69,539	2,290,615
Enova International, Inc. (a)	49,511	2,740,929

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Wellington Small Cap Portfolio

	Shares	Value
Common Stocks (continued)
Consumer Finance (continued)
Navient Corp.	93,265	$   1,736,594
PROG Holdings, Inc. (a)	55,320	1,709,941
		8,478,079
Diversified Consumer Services 2.7%
Adtalem Global Education, Inc. (a)	37,816	2,229,253
Duolingo, Inc. (a)	5,786	1,312,554
European Wax Center, Inc., Class A (a)(b)	48,228	655,419
H&R Block, Inc.	79,145	3,828,244
Laureate Education, Inc.	178,607	2,448,702
		10,474,172
Electric Utilities 0.4%
Portland General Electric Co.	39,307	1,703,565
Electrical Equipment 0.6%
Acuity Brands, Inc.	4,389	898,999
Shoals Technologies Group, Inc., Class A (a)	91,094	1,415,601
		2,314,600
Electronic Equipment, Instruments & Components 2.3%
CTS Corp.	48,853	2,136,830
Napco Security Technologies, Inc.	64,108	2,195,699
Novanta, Inc. (a)	14,135	2,380,475
TTM Technologies, Inc. (a)	149,339	2,361,050
		9,074,054
Energy Equipment & Services 3.6%
Cactus, Inc., Class A	40,805	1,852,547
ChampionX Corp.	64,710	1,890,179
DMC Global, Inc. (a)	104,345	1,963,773
Helix Energy Solutions Group, Inc. (a)	188,884	1,941,728
Liberty Energy, Inc.	112,987	2,049,584
Patterson-UTI Energy, Inc.	118,924	1,284,379
Seadrill Ltd. (a)	28,291	1,337,598
Select Water Solutions, Inc.	234,901	1,782,899
		14,102,687
Financial Services 2.9%
Federal Agricultural Mortgage Corp., Class C	11,880	2,271,694
NMI Holdings, Inc., Class A (a)	66,596	1,976,569
Radian Group, Inc.	86,615	2,472,858
Remitly Global, Inc. (a)	111,793	2,171,020
Shift4 Payments, Inc., Class A (a)	29,451	2,189,388
		11,081,529

	Shares	Value
Food Products 1.2%
Freshpet, Inc. (a)	39,350	$   3,414,006
TreeHouse Foods, Inc. (a)	31,223	1,294,193
		4,708,199
Gas Utilities 1.7%
New Jersey Resources Corp.	54,923	2,448,467
Spire, Inc.	35,399	2,206,774
UGI Corp.	82,517	2,029,918
		6,685,159
Ground Transportation 1.1%
Marten Transport Ltd.	96,496	2,024,486
Ryder System, Inc.	20,566	2,366,324
		4,390,810
Health Care Equipment & Supplies 4.2%
Artivion, Inc. (a)	137,655	2,461,271
Glaukos Corp. (a)	14,804	1,176,770
Globus Medical, Inc., Class A (a)	33,413	1,780,579
Inari Medical, Inc. (a)	20,448	1,327,484
Inspire Medical Systems, Inc. (a)	9,133	1,857,926
Lantheus Holdings, Inc. (a)	20,211	1,253,082
Omnicell, Inc. (a)	31,739	1,194,339
PROCEPT BioRobotics Corp. (a)(b)	47,120	1,974,799
Shockwave Medical, Inc. (a)	6,014	1,146,028
SI-BONE, Inc. (a)	89,274	1,873,861
		16,046,139
Health Care Providers & Services 1.6%
Acadia Healthcare Co., Inc. (a)	19,818	1,541,048
Cross Country Healthcare, Inc. (a)	44,560	1,008,838
Premier, Inc., Class A	54,755	1,224,322
Progyny, Inc. (a)	60,048	2,232,585
		6,006,793
Health Care REITs 0.6%
CareTrust REIT, Inc.	108,960	2,438,525
Health Care Technology 0.6%
Veradigm, Inc. (a)	210,174	2,204,725
Hotel & Resort REITs 1.2%
Pebblebrook Hotel Trust	152,366	2,434,809
Ryman Hospitality Properties, Inc.	21,217	2,335,143
		4,769,952
Hotels, Restaurants & Leisure 2.0%
Cracker Barrel Old Country Store, Inc. (b)	29,366	2,263,531
Hilton Grand Vacations, Inc. (a)	62,261	2,501,647

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Hotels, Restaurants & Leisure (continued)
Wingstop, Inc.	11,317	$  ���2,903,716
		7,668,894
Household Durables 2.0%
Helen of Troy Ltd. (a)	17,775	2,147,398
Skyline Champion Corp. (a)	74,533	5,534,820
		7,682,218
Household Products 0.5%
Energizer Holdings, Inc.	58,421	1,850,777
Insurance 2.0%
Kemper Corp.	33,983	1,653,953
Lancashire Holdings Ltd.	260,825	2,074,554
ProAssurance Corp.	137,000	1,889,230
SiriusPoint Ltd. (a)	181,465	2,104,994
		7,722,731
Interactive Media & Services 1.2%
Eventbrite, Inc., Class A (a)	65,887	550,815
Taboola.com Ltd. (a)	714,278	3,092,824
Ziff Davis, Inc. (a)	16,207	1,088,948
		4,732,587
Leisure Products 0.7%
Sturm Ruger & Co., Inc.	32,910	1,495,759
YETI Holdings, Inc. (a)	24,510	1,269,128
		2,764,887
Machinery 2.8%
Blue Bird Corp. (a)	94,994	2,561,038
Greenbrier Cos., Inc. (The)	54,291	2,398,576
Kennametal, Inc.	78,777	2,031,659
Middleby Corp. (The) (a)	8,293	1,220,481
REV Group, Inc.	135,291	2,458,238
		10,669,992
Media 1.3%
Criteo SA, Sponsored ADR (a)	46,948	1,188,723
Magnite, Inc. (a)	256,399	2,394,767
National CineMedia, Inc. (a)(b)	368,202	1,524,356
		5,107,846
Metals & Mining 1.3%
Carpenter Technology Corp.	41,382	2,929,846
Compass Minerals International, Inc.	38,676	979,276
MP Materials Corp. (a)	59,200	1,175,120
		5,084,242

	Shares	Value
Mortgage Real Estate Investment Trusts 1.4%
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (b)	46,406	$   1,279,878
Redwood Trust, Inc.	317,259	2,350,889
Rithm Capital Corp.	177,282	1,893,372
		5,524,139
Office REITs 0.6%
Piedmont Office Realty Trust, Inc., Class A	331,236	2,355,088
Oil, Gas & Consumable Fuels 1.3%
PBF Energy, Inc., Class A	50,413	2,216,155
Viper Energy, Inc.	88,354	2,772,549
		4,988,704
Personal Care Products 1.3%
Edgewell Personal Care Co.	46,386	1,699,119
elf Beauty, Inc. (a)	23,714	3,422,879
		5,121,998
Pharmaceuticals 1.2%
Intra-Cellular Therapies, Inc. (a)	18,213	1,304,415
Pacira BioSciences, Inc. (a)	66,840	2,255,181
Structure Therapeutics, Inc., ADR (a)	7,376	300,646
Verona Pharma plc, ADR (a)(b)	37,469	744,884
		4,605,126
Professional Services 2.0%
ExlService Holdings, Inc. (a)	77,993	2,406,084
TriNet Group, Inc. (a)	18,919	2,250,037
Verra Mobility Corp. (a)	128,669	2,963,247
		7,619,368
Real Estate Management & Development 1.2%
Marcus & Millichap, Inc.	58,993	2,576,814
Tricon Residential, Inc.	245,118	2,230,574
		4,807,388
Semiconductors & Semiconductor Equipment 3.2%
Ichor Holdings Ltd. (a)	79,955	2,688,887
MKS Instruments, Inc.	10,206	1,049,891
Semtech Corp. (a)	87,693	1,921,354
Silicon Motion Technology Corp., ADR	35,963	2,203,453
SiTime Corp. (a)	7,841	957,229
Synaptics, Inc. (a)	10,468	1,194,189
Tower Semiconductor Ltd. (a)	73,621	2,246,913
		12,261,916
Software 6.3%
Adeia, Inc.	159,310	1,973,851
Agilysys, Inc. (a)	26,944	2,285,390

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Wellington Small Cap Portfolio

	Shares	Value
Common Stocks (continued)
Software (continued)
Altair Engineering, Inc., Class A (a)	32,165	$   2,706,685
Clearwater Analytics Holdings, Inc., Class A (a)	21,100	422,633
CyberArk Software Ltd. (a)	10,029	2,196,852
DoubleVerify Holdings, Inc. (a)	50,515	1,857,942
Five9, Inc. (a)	21,331	1,678,536
Intapp, Inc. (a)	20,565	781,881
InterDigital, Inc. (b)	21,724	2,357,923
Jamf Holding Corp. (a)	71,478	1,290,893
Manhattan Associates, Inc. (a)	4,881	1,050,977
PowerSchool Holdings, Inc., Class A (a)	77,917	1,835,725
SolarWinds Corp. (a)	169,586	2,118,129
Xperi, Inc. (a)	176,894	1,949,372
		24,506,789
Specialized REITs 0.6%
Uniti Group, Inc.	400,362	2,314,092
Specialty Retail 0.6%
Boot Barn Holdings, Inc. (a)	11,897	913,214
Monro, Inc.	43,375	1,272,622
		2,185,836
Textiles, Apparel & Luxury Goods 2.5%
Carter's, Inc.	25,153	1,883,708
Crocs, Inc. (a)	13,269	1,239,457
Figs, Inc., Class A (a)	279,995	1,945,965
Kontoor Brands, Inc.	36,189	2,258,918
Steven Madden Ltd.	57,653	2,421,426
		9,749,474
Trading Companies & Distributors 3.9%
Air Lease Corp.	50,092	2,100,859
Applied Industrial Technologies, Inc.	15,570	2,688,783
McGrath RentCorp	18,708	2,237,851
MRC Global, Inc. (a)	284,887	3,136,606
Rush Enterprises, Inc., Class A	34,086	1,714,526
Xometry, Inc., Class A (a)	90,086	3,234,988
		15,113,613
Total Common Stocks (Cost $346,183,361)		369,568,603
Exchange-Traded Funds 1.8%
iShares Russell 2000 ETF (b)	11,638	2,335,863

	Shares	Value
iShares Russell 2000 Growth ETF (b)	3,752	$     946,329
iShares Russell 2000 Value ETF (b)	24,391	3,788,654
Total Exchange-Traded Funds (Cost $6,404,655)		7,070,846
Short-Term Investments 5.2%
Affiliated Investment Company 2.5%
MainStay U.S. Government Liquidity Fund, 5.235% (c)	9,753,530	9,753,530
Unaffiliated Investment Companies 2.7%
Dreyfus Treasury Obligations Cash Management Fund, 5.40% (c)(d)	2,147,071	2,147,071
Goldman Sachs Financial Square Government Fund, 5.351% (c)(d)	1,000,000	1,000,000
Invesco Government & Agency Portfolio, 5.361% (c)(d)	4,074,380	4,074,380
Morgan Stanley Institutional Liquidity Fund Government Portfolio, 5.363% (c)(d)	2,000,000	2,000,000
RBC U.S. Government Money Market Fund, 5.293% (c)(d)	1,000,000	1,000,000
		10,221,451
Total Short-Term Investments (Cost $19,974,981)		19,974,981
Total Investments (Cost $372,562,997)	102.5%	396,614,430
Other Assets, Less Liabilities	(2.5)	(9,790,041)
Net Assets	100.0%	$ 386,824,389

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	Non-income producing security.
(b)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $13,789,557; the total market value of collateral held by the Portfolio was $14,372,599. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $4,151,148. The Portfolio received cash collateral with a value of $10,221,451. (See Note 2(I))
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 3,651	$ 95,008	$ (88,905)	$ —	$ —	$ 9,754	$ 291	$ —	9,754

Futures Contracts

As of December 31, 2023, the Portfolio held the following futures contracts¹:

Type	Number of Contracts	Expiration Date	Value at Trade Date	Current Notional Amount	Unrealized Appreciation (Depreciation)2
Long Contracts
Russell 2000 E-Mini Index	88	March 2024	$ 8,702,414	$ 9,009,880	$ 307,466

1.	As of December 31, 2023, cash in the amount of $629,200 was on deposit with a broker or futures commission merchant for futures transactions.
2.	Represents the difference between the value of the contracts at the time they were opened and the value as of December 31, 2023.

Abbreviation(s):

ADR—American Depositary Receipt

ETF—Exchange-Traded Fund

REIT—Real Estate Investment Trust

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks	$ 369,568,603	$ —	$ —	$ 369,568,603
Exchange-Traded Funds	7,070,846	—	—	7,070,846
Short-Term Investments
Affiliated Investment Company	9,753,530	—	—	9,753,530
Unaffiliated Investment Companies	10,221,451	—	—	10,221,451
Total Short-Term Investments	19,974,981	—	—	19,974,981
Total Investments in Securities	396,614,430	—	—	396,614,430
Other Financial Instruments
Futures Contracts (b)	307,466	—	—	307,466
Total Investments in Securities and Other Financial Instruments	$ 396,921,896	$ —	$ —	$ 396,921,896

(a)	For a complete listing of investments and their industries, see the Portfolio of Investments.
(b)	The value listed for these securities reflects unrealized appreciation (depreciation) as shown on the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Wellington Small Cap Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $362,809,467) including securities on loan of $13,789,557	$386,860,900
Investment in affiliated investment companies, at value (identified cost $9,753,530)	9,753,530
Cash collateral on deposit at broker for futures contracts	629,200
Receivables:
Dividends	503,250
Portfolio shares sold	58,853
Securities lending	3,893
Other assets	2,435
Total assets	397,812,061
Liabilities
Cash collateral received for securities on loan	10,221,451
Payables:
Portfolio shares redeemed	253,203
Manager (See Note 3)	222,019
Variation margin on futures contracts	139,135
Shareholder communication	62,619
NYLIFE Distributors (See Note 3)	47,478
Professional fees	27,628
Custodian	13,440
Accrued expenses	699
Total liabilities	10,987,672
Net assets	$386,824,389
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 44,912
Additional paid-in-capital	430,274,669
	430,319,581
Total distributable earnings (loss)	(43,495,192)
Net assets	$386,824,389

Initial Class
Net assets applicable to outstanding shares	$155,564,578
Shares of beneficial interest outstanding	17,932,065
Net asset value per share outstanding	$ 8.68
Service Class
Net assets applicable to outstanding shares	$231,259,811
Shares of beneficial interest outstanding	26,979,957
Net asset value per share outstanding	$ 8.57

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated (net of foreign tax withholding of $26,792)	$ 5,640,895
Dividends-affiliated	291,060
Securities lending, net	82,987
Total income	6,014,942
Expenses
Manager (See Note 3)	3,032,185
Distribution/Service—Service Class (See Note 3)	551,898
Professional fees	78,815
Custodian	30,208
Trustees	9,762
Miscellaneous	7,990
Total expenses before waiver/reimbursement	3,710,858
Expense waiver/reimbursement from Manager (See Note 3)	(354,186)
Net expenses	3,356,672
Net investment income (loss)	2,658,270
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	(21,755,794)
Futures transactions	173,152
Foreign currency transactions	720
Net realized gain (loss)	(21,581,922)
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	68,280,447
Futures contracts	386,366
Translation of other assets and liabilities in foreign currencies	(2)
Net change in unrealized appreciation (depreciation)	68,666,811
Net realized and unrealized gain (loss)	47,084,889
Net increase (decrease) in net assets resulting from operations	$ 49,743,159

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Wellington Small Cap Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 2,658,270	$ 2,367,068
Net realized gain (loss)	(21,581,922)	(47,768,878)
Net change in unrealized appreciation (depreciation)	68,666,811	(62,073,610)
Net increase (decrease) in net assets resulting from operations	49,743,159	(107,475,420)
Distributions to shareholders:
Initial Class	(1,214,596)	(49,470,351)
Service Class	(1,227,562)	(66,408,806)
Total distributions to shareholders	(2,442,158)	(115,879,157)
Capital share transactions:
Net proceeds from sales of shares	32,412,984	42,762,495
Net asset value of shares issued to shareholders in reinvestment of distributions	2,442,158	115,879,157
Cost of shares redeemed	(91,826,360)	(57,789,013)
Increase (decrease) in net assets derived from capital share transactions	(56,971,218)	100,852,639
Net increase (decrease) in net assets	(9,670,217)	(122,501,938)
Net Assets
Beginning of year	396,494,606	518,996,544
End of year	$386,824,389	$ 396,494,606

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 7.69	$ 13.79	$ 11.73	$ 10.65	$ 9.82
Net investment income (loss) (a)	0.07	0.07	0.16	0.04	0.05
Net realized and unrealized gain (loss)	0.99	(3.05)	1.95	1.05	1.61
Total from investment operations	1.06	(2.98)	2.11	1.09	1.66
Less distributions:
From net investment income	(0.07)	(0.13)	(0.05)	(0.01)	(0.02)
From net realized gain on investments	—	(2.99)	—	—	(0.81)
Total distributions	(0.07)	(3.12)	(0.05)	(0.01)	(0.83)
Net asset value at end of year	$ 8.68	$ 7.69	$ 13.79	$ 11.73	$ 10.65
Total investment return (b)	13.89%	(20.83)%	18.03%	10.22%	17.82%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.84%	0.70%	0.93%	0.42%	0.48%
Net expenses (c)	0.74%	0.74%	0.74%	0.75%	0.82%
Expenses (before waiver/reimbursement) (c)	0.83%	0.85%	0.86%	0.86%	0.86%
Portfolio turnover rate	61%	71%	83%	225%	257%
Net assets at end of year (in 000's)	$ 155,565	$ 172,629	$ 206,410	$ 197,586	$ 198,292

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 7.59	$ 13.65	$ 11.61	$ 10.56	$ 9.76
Net investment income (loss) (a)	0.05	0.05	0.12	0.02	0.02
Net realized and unrealized gain (loss)	0.97	(3.02)	1.95	1.03	1.59
Total from investment operations	1.02	(2.97)	2.07	1.05	1.61
Less distributions:
From net investment income	(0.04)	(0.10)	(0.03)	—	(0.00)‡
From net realized gain on investments	—	(2.99)	—	—	(0.81)
Total distributions	(0.04)	(3.09)	(0.03)	—	(0.81)
Net asset value at end of year	$ 8.57	$ 7.59	$ 13.65	$ 11.61	$ 10.56
Total investment return (b)	13.60%	(21.03)%	17.73%	9.94%(c)	17.53%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.60%	0.44%	0.66%	0.17%	0.22%
Net expenses (d)	0.99%	0.99%	0.99%	1.00%	1.07%
Expenses (before waiver/reimbursement) (d)	1.08%	1.10%	1.11%	1.11%	1.12%
Portfolio turnover rate	61%	71%	83%	225%	257%
Net assets at end of year (in 000's)	$ 231,260	$ 223,866	$ 312,587	$ 304,479	$ 317,216

‡	Less than one cent per share.
(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP Wellington Small Cap Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Wellington Small Cap Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	May 2, 2016
Service Class	May 2, 2016

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term growth of capital.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

19

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Exchange-traded funds  (“ETFs”) are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Futures contracts are valued at the last posted settlement price on the market where such futures are primarily traded. These securities are generally categorized as Level 1 in the hierarchy.

 

20 MainStay VP Wellington Small Cap Portfolio

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in ETFs and mutual funds, which are subject to management fees and other fees that may cause the costs of investing in ETFs and mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of ETFs and mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Futures Contracts.  A futures contract is an agreement to purchase or sell a specified quantity of an underlying instrument at a specified future date and price, or to make or receive a cash payment based on the value of a financial instrument (e.g., foreign currency, interest rate, security or securities index). The Portfolio is subject to risks such as market price risk, leverage risk, liquidity risk, counterparty risk, operational risk, legal risk and/or interest rate risk in the normal course of investing in these contracts. Upon entering into a futures contract, the Portfolio is required to pledge to the broker or futures commission merchant an amount of cash and/or U.S. government securities equal to a certain percentage of the collateral amount, known as the “initial margin.” During the period the futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking to market such contract on a daily basis to reflect the market value of the contract at the end of each day’s trading. The Portfolio agrees to receive from or pay to the broker or futures

21

Notes to Financial Statements (continued)

commission merchant an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin.” When the futures contract is closed, the Portfolio records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Portfolio's basis in the contract.

The use of futures contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract or notional amounts and variation margin reflect the extent of the Portfolio's involvement in open futures positions. There are several risks associated with the use of futures contracts as hedging  techniques. There can be no assurance that a liquid market will exist at the time when the Portfolio seeks to close out a futures contract. If no liquid market exists, the Portfolio would remain obligated to meet margin requirements until the position is closed. Futures contracts may involve a small initial investment relative to the risk assumed, which could result in losses greater than if the Portfolio did not invest in futures contracts. Futures contracts may be more volatile than direct investments in the instrument underlying the futures and may not correlate to the underlying instrument, causing a given hedge not to achieve its objectives. The Portfolio's activities in futures contracts have minimal counterparty risk as they are conducted through regulated exchanges that guarantee the futures against default by the counterparty. In the event of a bankruptcy or insolvency of a futures commission merchant that holds margin on behalf of the Portfolio, the Portfolio may not be entitled to the return of the entire margin owed to the Portfolio, potentially resulting in a loss. The Portfolio may invest in futures contracts to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. The Portfolio's investment in futures contracts and other derivatives may increase the volatility of the Portfolio's NAVs and may result in a loss to the Portfolio.

(H) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S.

dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(I) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(J) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

(K) Quantitative Disclosure of Derivative Holdings. The following tables show additional disclosures related to the Portfolio's derivative and hedging activities, including how such activities are accounted for and their effect on the Portfolio's financial positions, performance and cash flows.

 

22 MainStay VP Wellington Small Cap Portfolio

The Portfolio entered into futures contracts to manage its exposure to the securities markets or to movements in interest rates and currency values.

Fair value of derivative instruments as of December 31, 2023:

Asset Derivatives	Equity Contracts Risk	Total
Futures Contracts - Net Assets—Net unrealized appreciation on futures contracts (a)	$307,466	$307,466
Total Fair Value	$307,466	$307,466

(a) Includes cumulative appreciation (depreciation) of futures contracts as reported in the Portfolio of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2023:

Net Realized Gain (Loss) from:	Equity Contracts Risk	Total
Futures Transactions	$173,152	$173,152
Total Net Realized Gain (Loss)	$173,152	$173,152

Net Change in Unrealized Appreciation (Depreciation)	Equity Contracts Risk	Total
Futures Contracts	$386,366	$386,366
Total Net Change in Unrealized Appreciation (Depreciation)	$386,366	$386,366

Average Notional Amount	Total
Futures Contracts Long	$4,894,439

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor.  New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. Wellington Management Company LLP ("Wellington" or the "Subadvisor"), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and Wellington, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.80% up to $1 billion; 0.775% from $1 billion to $2 billion; and 0.75% in excess of $2 billion. During the year ended December 31, 2023, the effective management fee rate was 0.80% (exclusive of any applicable waivers/reimbursements) of the Portfolio's average daily net assets.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Portfolio Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and acquired (underlying) portfolio/fund fees and expenses) of Initial Class shares do not exceed 0.74% of the Portfolio's average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to Service Class shares. This agreement will remain in effect until May 1, 2024, and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $3,032,185 and waived fees and/or reimbursed expenses in the amount of $354,186 and paid the Subadvisor fees in the amount of $1,318,807.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service

23

Notes to Financial Statements (continued)

fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$378,524,780	$48,679,740	$(30,590,090)	$18,089,650

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$3,544,017	$(65,262,594)	$133,736	$18,089,650	$(43,495,191)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments and mark to market of futures contracts.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $65,262,594, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$35,175	$30,087

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$2,442,158	$ 88,089,468
Long-Term Capital Gains	—	27,789,689
Total	$2,442,158	$115,879,157

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $228,181 and $290,028, respectively.

The Portfolio may purchase securities from or sell securities to other portfolios managed by the Subadvisor. These interportfolio transactions

 

24 MainStay VP Wellington Small Cap Portfolio

are primarily used for cash management purposes and are made pursuant to Rule 17a-7 under the 1940 Act. The Rule 17a-7 transactions during the year ended December 31, 2023, were as follows:

Purchases (000's)	Sales (000's)	Realized Gain / (Loss) (000's)
$397	$1,360	$(409)

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	1,624,524	$ 12,642,093
Shares issued to shareholders in reinvestment of distributions	163,077	1,214,596
Shares redeemed	(6,311,366)	(50,520,270)
Net increase (decrease)	(4,523,765)	$(36,663,581)
Year ended December 31, 2022:
Shares sold	2,446,048	$ 27,488,637
Shares issued to shareholders in reinvestment of distributions	6,649,151	49,470,351
Shares redeemed	(1,607,897)	(17,992,442)
Net increase (decrease)	7,487,302	$ 58,966,546
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,561,024	$ 19,770,891
Shares issued to shareholders in reinvestment of distributions	166,720	1,227,562
Shares redeemed	(5,239,480)	(41,306,090)
Net increase (decrease)	(2,511,736)	$(20,307,637)
Year ended December 31, 2022:
Shares sold	1,368,591	$ 15,273,858
Shares issued to shareholders in reinvestment of distributions	9,034,597	66,408,806
Shares redeemed	(3,804,605)	(39,796,571)
Net increase (decrease)	6,598,583	$ 41,886,093

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

25

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Wellington Small Cap Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Wellington Small Cap Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and broker. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

26 MainStay VP Wellington Small Cap Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Wellington Small Cap Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Wellington Management Company LLP (“WMC”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and WMC in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and WMC in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or WMC that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, WMC personnel.  In addition, the Board took into account other information provided by New York Life Investments throughout the year,

including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and WMC; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and WMC; (iii) the costs of the services provided, and profits realized, by New York Life Investments and WMC with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and WMC.  The Board’s

 

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and WMC resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and WMC

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by WMC, evaluating the performance of WMC, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of WMC and ongoing analysis of, and interactions with, WMC with respect to, among other things, the Portfolio’s investment performance and risks as well as WMC’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii)

compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that WMC provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated WMC’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and WMC’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at WMC.  The Board considered New York Life Investments’ and WMC’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and WMC and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered WMC’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and WMC regarding their respective business continuity and disaster recovery plans. 

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net

 

28 MainStay VP Wellington Small Cap Portfolio

returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of WMC and the members of the Board’s Investment Committee, which generally occur on an annual basis.  In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the one-, three- and five-year periods ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments and WMC regarding the Portfolio’s investment performance. 

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and WMC

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  With respect to the profitability of WMC’s relationship with the Portfolio, the Board considered information from New York Life Investments that WMC’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of WMC’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and WMC, and profitability of New York Life Investments and its affiliates and WMC due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and

its affiliates’ and WMC’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and WMC and acknowledged that New York Life Investments and WMC must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and WMC to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates and WMC and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to WMC from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to WMC in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities.  In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between WMC and its affiliates and New York Life Investments and its affiliates and considered the existence of a strategic partnership between New York Life Investments and WMC that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

29

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Portfolio were not excessive, other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to WMC and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to WMC, the Board considered that any profits realized by WMC due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and WMC, acknowledging that any such profits are based on the subadvisory fee paid to WMC by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to WMC is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and WMC on fees charged to other investment advisory clients, including

institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints, voluntary waivers and expense limitation arrangements on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

 

30 MainStay VP Wellington Small Cap Portfolio

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

31

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

32 MainStay VP Wellington Small Cap Portfolio

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

34 MainStay VP Wellington Small Cap Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

35

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

36 MainStay VP Wellington Small Cap Portfolio

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015867 MSVPSCC11-02/24

(NYLIAC) NI530

MainStay VP Candriam Emerging Markets Equity Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	15
Notes to Financial Statements	19
Report of Independent Registered Public Accounting Firm	26
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	27
Proxy Voting Policies and Procedures and Proxy Voting Record	31
Shareholder Reports and Quarterly Portfolio Disclosure	31
Board of Trustees and Officers	32

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1, 2, 3	One Year	Five Years	Ten Years	Gross Expense Ratio4
Initial Class Shares	2/17/2012	7.25%	2.49%	0.08%	1.16%
Service Class Shares	2/17/2012	6.98	2.24	-0.17	1.41

1.	Effective January 13, 2015, the Portfolio changed its subadvisors and revised its principal investment strategies. The performance in the graph and table prior to that date reflects the Portfolio’s prior subadvisors and principal investment strategies.
2.	Effective January 1, 2018, due to an organizational restructuring whereby all investment personnel of Cornerstone Capital Management Holdings LLC, a former subadvisor, transitioned to MacKay Shields LLC.
3.	Effective May 1, 2021, the Portfolio replaced one of its subadvisors and modified its principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio's prior subadvisor and principal investment strategies.
4.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
MSCI Emerging Markets Index (Net)1	9.83%	3.69%	2.66%
Morningstar Diversified Emerging Markets Category Average2	12.32	4.70	2.62

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The MSCI Emerging Markets Index (Net) is the Portfolio's primary benchmark. The MSCI Emerging Markets Index (Net) is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets.
2.	The Morningstar Diversified Emerging Markets Category Average is representative of funds that tend to divide their assets among 20 or more nations, although they tend to focus on the emerging markets of Asia and Latin America rather than on those of the Middle East, Africa, or Europe. These funds invest predominantly in emerging market equities, but some funds also invest in both equities and fixed income investments from emerging markets. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Candriam Emerging Markets Equity Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,027.60	$5.78	$1,019.51	$5.75	1.13%
Service Class Shares	$1,000.00	$1,026.30	$7.05	$1,018.25	$7.02	1.38%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Candriam Emerging Markets Equity Portfolio

Country Composition as of December 31, 2023 (Unaudited)

China	25.9%
India	17.5
Taiwan	15.8
Republic of Korea	13.7
Brazil	7.4
South Africa	4.6
Mexico	4.4
Indonesia	3.1
Thailand	2.0
Turkey	1.8

Poland	0.9%
Malaysia	0.8
United States	0.6
Russia	0.0‡
Greece	0.0‡
Hong Kong	0.0‡
Other Assets, Less Liabilities	1.5
	100.0%

‡ Less than one–tenth of a percent.

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	Taiwan Semiconductor Manufacturing Co. Ltd.
2.	Samsung Electronics Co. Ltd.
3.	Tencent Holdings Ltd.
4.	SK Hynix, Inc.
5.	Alibaba Group Holding Ltd.

6.	Reliance Industries Ltd.
7.	PDD Holdings, Inc., ADR
8.	Bharti Airtel Ltd.
9.	Axis Bank Ltd.
10.	KB Financial Group, Inc.

7

Portfolio Management Discussion and Analysis (Unaudited)

Questions answered by Paulo Salazar, Philip Screve and Lamine Saidi of Candriam, the Portfolio’s Subadvisor.

How did MainStay VP Candriam Emerging Markets Equity Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Candriam Emerging Markets Equity Portfolio returned 7.25% for Initial Class shares and 6.98% for Service Class shares. Over the same period, both share classes underperformed the 9.83% return of the MSCI Emerging Markets Index (Net) (“the Index”), which is the Portfolio’s benchmark, and the 12.32% return of the Morningstar Diversified Emerging Markets Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

Returns relative to the Index were negatively affected by investments in Chinese companies, undermined by the country’s lackluster economy. China-based food-delivery company Meituan was the single largest detractor from the Portfolio’s relative performance, as a result of weak domestic consumption trends and high levels of competition. Among China-based financials, Ping An Insurance and China Merchants Bank came under pressure due to property risk that extended to the financials sector via shadow banking. Investments in Thailand were also negatively impacted by spillover effect from China. Relative performance came under further pressure due to the Portfolio’s underweight exposure to Samsung Electronics, prompted by caution regarding the company’s governance quality. At country level, Brazil also detracted on a relative basis.

The Portfolio’s relative performance benefited from holdings related to the artificial intelligence (“AI”) theme, including companies in Taiwan (such as chip designer Alchip Technologies and network switch producer Accton Technology) and South Korea (including memory chip leader SK hynix). In Brazil, the Portfolio’s position in LatAm based (and US listed) MercadoLibre also bolstered relative returns, as a result of gains in market share. From a country perspective, Turkey was among the top relative performers, mainly due to positive selection effect.

Which sectors were the strongest positive contributors to the Portfolio’s relative performance, and which sectors were particularly weak?

Information technology and consumer staples provided the strongest contributions to the Portfolio’s performance relative to the Index, primarily as a result of positive selection effects. (Contributions take weightings and total returns into account.) Holdings in the information technology sector further bolstered investor enthusiasm for companies exposed to advances in AI development, while the consumer staples sector benefited from its perceived defensiveness amid market volatilities. The consumer discretionary sector made the weakest contributions to relative returns, producing negative total returns over the reporting period.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

During the reporting period, several holdings exposed to the AI theme produced the Portfolio’s strongest absolute performance, led by Alchip Technologies, Accton Technology, and SK hynix – all described above. The Portfolio’s weakest performers on an absolute basis included Meituan, Ping An Insurance and China Merchants Bank, also described above. All three of the latter positions produced negative total returns over the reporting period.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio’s most significant purchases during the reporting period included shares in SK hynix, mentioned above, and in South African e-commerce company Naspers. SK hynix holds approximately one third of the global dynamic random access memory market. The company benefits from the AI trend, particularly due to its expertise in high-bandwidth memory, which is an essential part of AI servers. The Portfolio’s new position in Naspers provides proxy exposure to Tencent, China’s leading multimedia company. Naspers is one of Tencent’s most important shareholders, with Naspers shares trading at an attractive holding discount, particularly given active measures being taken to reduce this holding discount.

During the same period, the Portfolio’s most significant sales included its entire position in Samsung SDI, and partial positions in HDFC Bank and JD.com. Battery manufacturer Samsung SDI, a key contributor to the electric vehicle (EV) supply chain, faced challenges resulting from intense competition and a slowdown in market demand, along with downward pricing trends. We reduced the Portfolio holdings in JD.com given increased competition in the area of Chinese e-commerce, as well as China’s lackluster economy. We reduced the Portfolio’s position in India-based HDFC Bank as we believe the company will need some time to digest a recent merger with Housing Development Finance Corporation, India’s largest mortgage lender.

How did the Portfolio’s sector weightings change during the reporting period?

The Portfolio increased its weighting relative to the Index in the financials and materials sectors, reducing the scale of its underweight positions in both sectors. Conversely, the Portfolio decreased its weightings in the consumer discretionary and industrials sectors, shifting both from overweight positions to more closely match Index weightings.

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

8 MainStay VP Candriam Emerging Markets Equity Portfolio

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held overweight exposure to the consumer staples, financials and information technology sectors, and underweight exposure to the utilities, materials and real estate sectors.

We have turned more optimistic on the outlook for emerging-markets equities, as the headwinds faced by the sector have started to recede. These headwinds—particularly elevated interest rates in the United States and the consequently strengthening U.S. dollar—weighed on emerging-markets returns during the reporting period. A peak in the federal funds rate set by the U.S. Federal Reserve, along with rate cuts anticipated in 2024, should provide a more accommodative environment for emerging markets.

With regard to China, we maintain a cautious outlook since the path to recovery appears to be following a deliberate and gradual trajectory. China’s central government is strategically focusing on longer-term goals, including mitigating income inequality, promoting social benefits and reinforcing data protection. Therefore, we have positioned the Portfolio with tactically underweight China exposure. Emerging-markets outside China have been displaying resilience, transforming adversities into opportunities in the wake of supply-chain reshuffling. At the same time, many are effectively withstanding the spillover effects of China’s economic deceleration. Thematically, AI is expediting a recovery in the technology-related hardware and semiconductor industries, where emerging markets have a strong presence.

Consistent with our strategic outlook, we continue to position the Portfolio with a slightly defensive and balanced stance. While awaiting further confirmation that the U.S. interest rate peak is behind us, we are emphasizing a thematic and selective investment approach. We aim to discover and capitalize on themes with sustained potential and companies with high earnings visibility. 

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Common Stocks 96.5%
Brazil 6.0%
Banco do Brasil SA (Banks)	226,000	$   2,581,980
Localiza Rent a Car SA (Ground Transportation)	148,000	1,929,777
MercadoLibre, Inc. (Broadline Retail) (a)	1,160	1,822,986
NU Holdings Ltd., Class A (Banks) (a)	176,000	1,466,080
PRIO SA (Oil, Gas & Consumable Fuels)	246,000	2,323,911
Raia Drogasil SA (Consumer Staples Distribution & Retail)	294,000	1,774,538
WEG SA (Electrical Equipment)	156,000	1,212,150
		13,111,422
China 25.9%
Aier Eye Hospital Group Co. Ltd., Class A (Health Care Providers & Services)	300,116	669,445
Airtac International Group (Machinery)	26,000	855,639
Alibaba Group Holding Ltd. (Broadline Retail)	578,000	5,596,056
Anhui Huaheng Biotechnology Co. Ltd., Class A (Chemicals)	72,898	1,294,078
ANTA Sports Products Ltd. (Textiles, Apparel & Luxury Goods)	56,000	543,254
Baidu, Inc., Class A (Interactive Media & Services) (a)	88,000	1,308,420
Bank of Jiangsu Co. Ltd., Class A (Banks)	2,639,994	2,490,280
Beijing Compass Technology Development Co. Ltd., Class A (Capital Markets) (a)	115,992	985,544
BYD Co. Ltd., Class H (Automobiles)	61,961	1,701,279
BYD Electronic International Co. Ltd. (Communications Equipment)	388,000	1,818,634
China Merchants Bank Co. Ltd., Class H (Banks)	402,000	1,400,320
China Resources Land Ltd. (Real Estate Management & Development)	475,888	1,706,456
CMOC Group Ltd., Class H (Metals & Mining)	2,849,828	1,558,400
Contemporary Amperex Technology Co. Ltd., Class A (Electrical Equipment)	24,073	554,152
Flat Glass Group Co. Ltd., Class H (Semiconductors & Semiconductor Equipment)	220,000	371,339
JD.com, Inc., Class A (Broadline Retail)	56,000	806,813
Kanzhun Ltd., ADR (Interactive Media & Services)	40,000	664,400
Kuaishou Technology (Interactive Media & Services) (a)(b)	192,000	1,301,966
Li Auto, Inc., Class A (Automobiles) (a)	77,000	1,450,560
Longshine Technology Group Co. Ltd., Class A (Software)	189,991	439,067
Luzhou Laojiao Co. Ltd., Class A (Beverages)	32,000	809,543

	Shares	Value
China (continued)
Meituan (Hotels, Restaurants & Leisure) (a)(b)	200,000	$   2,097,714
NARI Technology Co. Ltd., Class A (Electrical Equipment)	300,196	944,753
NetEase, Inc. (Entertainment)	98,000	1,764,590
Ningbo Deye Technology Co. Ltd., Class A (Machinery)	44,175	522,586
Nongfu Spring Co. Ltd., Class H (Beverages) (b)	330,000	1,908,113
PDD Holdings, Inc., ADR (Broadline Retail) (a)	33,000	4,828,230
Ping An Insurance Group Co. of China Ltd., Class H (Insurance)	580,000	2,625,728
Proya Cosmetics Co. Ltd., Class A (Personal Care Products)	73,045	1,023,755
Shandong Gold Mining Co. Ltd., Class H (Metals & Mining) (b)	860,000	1,632,221
Shanghai Baosight Software Co. Ltd., Class A (Software)	142,076	977,596
Shenzhen Inovance Technology Co. Ltd., Class A (Machinery)	90,000	801,247
Shenzhen Transsion Holdings Co. Ltd., Class A (Technology Hardware, Storage & Peripherals)	56,000	1,092,806
Tencent Holdings Ltd. (Interactive Media & Services)	172,000	6,467,209
Yadea Group Holdings Ltd. (Automobiles) (b)	460,000	808,247
Yantai Jereh Oilfield Services Group Co. Ltd., Class A (Energy Equipment & Services)	320,000	1,268,323
		57,088,763
Greece 0.0%  ‡
FF Group (Textiles, Apparel & Luxury Goods) (a)(c)(d)	19,000	—
Hong Kong 0.0%  ‡
China Lumena New Materials Corp. (Chemicals) (a)(c)(d)	6,500	—
India 17.5%
ABB India Ltd. (Electrical Equipment)	38,000	2,134,795
APL Apollo Tubes Ltd. (Metals & Mining)	92,000	1,699,065
Apollo Hospitals Enterprise Ltd. (Health Care Providers & Services)	24,000	1,645,142
Axis Bank Ltd. (Banks)	278,000	3,682,557
Bajaj Finance Ltd. (Consumer Finance)	26,000	2,289,544
Bharti Airtel Ltd. (Wireless Telecommunication Services)	312,000	3,870,110

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Candriam Emerging Markets Equity Portfolio

	Shares	Value
Common Stocks (continued)
India (continued)
HDFC Bank Ltd. (Banks)	92,000	$   1,889,724
ICICI Bank Ltd. (Banks)	176,000	2,107,844
Indraprastha Gas Ltd. (Gas Utilities)	270,000	1,357,402
KPIT Technologies Ltd. (Software)	84,000	1,528,154
Mahindra & Mahindra Ltd. (Automobiles)	74,000	1,537,914
Reliance Industries Ltd. (Oil, Gas & Consumable Fuels)	158,000	4,908,108
SBI Cards & Payment Services Ltd. (Consumer Finance)	148,000	1,351,077
Tata Elxsi Ltd. (Software)	11,000	1,157,116
Tata Motors Ltd. (Automobiles)	232,000	2,174,501
Torrent Pharmaceuticals Ltd. (Pharmaceuticals)	73,000	2,022,564
Varun Beverages Ltd. (Beverages)	216,000	3,210,652
		38,566,269
Indonesia 3.1%
Aneka Tambang Tbk. (Metals & Mining)	4,400,000	487,238
Bank Central Asia Tbk. PT (Banks)	4,000,000	2,442,034
Bank Mandiri Persero Tbk. PT (Banks)	4,500,000	1,768,202
Merdeka Copper Gold Tbk. PT (Metals & Mining) (a)	5,000,000	876,794
Sumber Alfaria Trijaya Tbk. PT (Consumer Staples Distribution & Retail)	6,800,000	1,294,018
		6,868,286
Malaysia 0.8%
Press Metal Aluminium Holdings Bhd. (Metals & Mining)	1,580,000	1,653,928
Mexico 4.4%
America Movil SAB de CV (Wireless Telecommunication Services)	2,940,000	2,725,140
Cemex SAB de CV (Construction Materials) (a)	1,420,000	1,105,494
Gruma SAB de CV, Class B (Food Products)	108,000	1,978,866
Grupo Aeroportuario del Pacifico SAB de CV, Class B (Transportation Infrastructure)	40,000	698,263
Grupo Financiero Banorte SAB de CV, Class O (Banks)	324,000	3,258,126
		9,765,889
Poland 0.9%
Dino Polska SA (Consumer Staples Distribution & Retail) (a)(b)	17,000	1,990,444
Republic of Korea 13.7%
Coupang, Inc. (Broadline Retail) (a)	48,000	777,120

	Shares	Value
Republic of Korea (continued)
Daejoo Electronic Materials Co. Ltd. (Electronic Equipment, Instruments & Components) (a)	10,400	$     693,508
DB Insurance Co. Ltd. (Insurance) (a)	42,000	2,724,133
HPSP Co. Ltd. (Semiconductors & Semiconductor Equipment) (a)	24,000	811,043
JYP Entertainment Corp. (Entertainment) (a)	16,000	1,253,390
KB Financial Group, Inc. (Banks)	87,000	3,638,806
LG Chem Ltd. (Chemicals) (a)	4,500	1,733,295
Samsung Biologics Co. Ltd. (Life Sciences Tools & Services) (a)(b)	2,500	1,473,651
Samsung Electronics Co. Ltd. (Technology Hardware, Storage & Peripherals)	142,000	8,636,428
Samsung Engineering Co. Ltd. (Construction & Engineering) (a)	106,000	2,377,587
SK Hynix, Inc. (Semiconductors & Semiconductor Equipment)	55,000	6,005,185
		30,124,146
Russia 0.0%  ‡
Magnit PJSC (Consumer Staples Distribution & Retail) (c)(d)	22,529	—
South Africa 4.6%
Capitec Bank Holdings Ltd. (Banks)	18,600	2,060,423
FirstRand Ltd. (Financial Services)	652,000	2,620,119
Gold Fields Ltd. (Metals & Mining)	180,000	2,733,383
Naspers Ltd., Class N (Broadline Retail)	16,400	2,804,384
		10,218,309
Taiwan 15.8%
Accton Technology Corp. (Communications Equipment)	164,000	2,794,741
Alchip Technologies Ltd. (Semiconductors & Semiconductor Equipment)	22,000	2,347,632
Chailease Holding Co. Ltd. (Financial Services)	330,000	2,075,235
CTBC Financial Holding Co. Ltd. (Banks)	3,080,000	2,845,115
Delta Electronics, Inc. (Electronic Equipment, Instruments & Components)	180,000	1,838,680
E Ink Holdings, Inc. (Electronic Equipment, Instruments & Components)	120,000	770,271
Quanta Computer, Inc. (Technology Hardware, Storage & Peripherals)	160,000	1,170,395
Realtek Semiconductor Corp. (Semiconductors & Semiconductor Equipment)	72,000	1,106,140
Taiwan Semiconductor Manufacturing Co. Ltd. (Semiconductors & Semiconductor Equipment)	972,000	18,780,926

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Taiwan (continued)
Voltronic Power Technology Corp. (Electrical Equipment)	18,000	$   1,002,916
		34,732,051
Thailand 2.0%
Airports of Thailand PCL, NVDR (Transportation Infrastructure)	820,000	1,433,837
Bangkok Dusit Medical Services PCL, NVDR (Health Care Providers & Services)	820,000	666,667
Kasikornbank PCL, NVDR (Banks)	240,000	948,674
PTT PCL, NVDR (Oil, Gas & Consumable Fuels)	1,360,000	1,424,490
		4,473,668
Turkey 1.8%
BIM Birlesik Magazalar A/S (Consumer Staples Distribution & Retail)	232,000	2,367,729
Turkiye Garanti Bankasi A/S (Banks) (e)	760,000	1,504,848
		3,872,577
Total Common Stocks (Cost $204,969,139)		212,465,752
Preferred Stock 1.4%
Brazil 1.4%
Itau Unibanco Holding SA (Banks)	460,000	3,198,623
Total Preferred Stock (Cost $2,271,803)		3,198,623
	Number of Rights
Rights 0.0% ‡
Brazil 0.0%  ‡
Localiza Rent a Car SA (Ground Transportation)
Expires 2/5/24 (a)	531	2,186
Total Rights (Cost $0)		2,186
Short-Term Investments 0.6%
Unaffiliated Investment Companies 0.6%
United States 0.6%
Dreyfus Treasury Obligations Cash Management Fund, 5.40% (f)(g)	3,600	3,600

	Number of Rights	Value
United States (continued)
Invesco Government & Agency Portfolio, 5.361% (f)(g)	1,218,202	$   1,218,202
		1,221,802
Total Short-Term Investments (Cost $1,221,802)		1,221,802
Total Investments (Cost $208,462,744)	98.5%	216,888,363
Other Assets, Less Liabilities	1.5	3,342,681
Net Assets	100.0%	$ 220,231,044

†	Percentages indicated are based on Portfolio net assets.
^	Industry and country classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	Non-income producing security.
(b)	May be sold to institutional investors only under Rule 144A or securities offered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
(c)	Illiquid security—As of December 31, 2023, the total market value deemed illiquid under procedures approved by the Board of Trustees was $0, which represented less than one-tenth of a percent of the Portfolio’s net assets. (Unaudited)
(d)	Security in which significant unobservable inputs (Level 3) were used in determining fair value.
(e)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $1,352,585; the total market value of collateral held by the Portfolio was $1,400,014. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $178,212. The Portfolio received cash collateral with a value of $1,221,802. (See Note 2(J))
(f)	Current yield as of December 31, 2023.
(g)	Represents a security purchased with cash collateral received for securities on loan.

Abbreviation(s):

ADR—American Depositary Receipt

NVDR—Non-Voting Depositary Receipt

PCL—Provision for Credit Losses

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Candriam Emerging Markets Equity Portfolio

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Common Stocks
Brazil	$  3,289,066	$  9,822,356	$ —	$  13,111,422
Republic of Korea	777,120	29,347,026	—	30,124,146
Thailand	—	4,473,668	—	4,473,668
All Other Countries	164,756,516	—	—	164,756,516
Total Common Stocks	168,822,702	43,643,050	—	212,465,752
Preferred Stock	—	3,198,623	—	3,198,623
Rights	2,186	—	—	2,186
Short-Term Investments
Unaffiliated Investment Companies	1,221,802	—	—	1,221,802
Total Investments in Securities	$  170,046,690	$  46,841,673	$ —	$ 216,888,363

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

The table below sets forth the diversification of the Portfolio’s investments by industry.

Industry Diversification

	Value	Percent
Automobiles	$ 7,672,501	3.5%
Banks	37,283,636	16.9
Beverages	5,928,308	2.7
Broadline Retail	16,635,589	7.6
Capital Markets	985,544	0.4
Chemicals	3,027,373	1.4
Communications Equipment	4,613,375	2.1
Construction & Engineering	2,377,587	1.1
Construction Materials	1,105,494	0.5
Consumer Finance	3,640,621	1.6
Consumer Staples Distribution & Retail	7,426,729	3.4
Electrical Equipment	5,848,766	2.7
Electronic Equipment, Instruments & Components	3,302,459	1.5
Energy Equipment & Services	1,268,323	0.6
Entertainment	3,017,980	1.4
Financial Services	4,695,354	2.1
Food Products	1,978,866	0.9
Gas Utilities	1,357,402	0.6
Ground Transportation	1,931,963	0.9
Health Care Providers & Services	2,981,254	1.3
Hotels, Restaurants & Leisure	2,097,714	0.9
Insurance	5,349,861	2.4
Interactive Media & Services	9,741,995	4.4
Life Sciences Tools & Services	1,473,651	0.7
Machinery	2,179,472	1.0
Metals & Mining	10,641,029	4.8
Oil, Gas & Consumable Fuels	8,656,509	3.9
Personal Care Products	1,023,755	0.5
Pharmaceuticals	2,022,564	0.9
Real Estate Management & Development	1,706,456	0.8
Semiconductors & Semiconductor Equipment	29,422,265	13.4
Software	4,101,933	1.9
Technology Hardware, Storage & Peripherals	10,899,629	4.9
Textiles, Apparel & Luxury Goods	543,254	0.2
Transportation Infrastructure	2,132,100	1.0
Wireless Telecommunication Services	6,595,250	3.0
	215,666,561	97.9
Short-Term Investments	1,221,802	0.6
Other Assets, Less Liabilities	3,342,681	1.5
Net Assets	$220,231,044	100.0%

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Candriam Emerging Markets Equity Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in securities, at value (identified cost $208,462,744) including securities on loan of $1,352,585	$216,888,363
Cash	5,562,597
Cash denominated in foreign currencies (identified cost $168,346)	169,096
Receivables:
Dividends	316,613
Portfolio shares sold	8,743
Securities lending	3,687
Investment securities sold	379
Other assets	1,643
Total assets	222,951,121
Liabilities
Cash collateral received for securities on loan	1,221,802
Payables:
Foreign capital gains tax (See Note 2)	1,019,329
Manager (See Note 3)	181,678
Portfolio shares redeemed	109,696
Custodian	67,580
Professional fees	43,126
Investment securities purchased	30,372
Shareholder communication	26,501
NYLIFE Distributors (See Note 3)	13,626
Accrued expenses	6,367
Total liabilities	2,720,077
Net assets	$220,231,044
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 31,630
Additional paid-in-capital	272,071,566
	272,103,196
Total distributable earnings (loss)	(51,872,152)
Net assets	$220,231,044

Initial Class
Net assets applicable to outstanding shares	$154,578,617
Shares of beneficial interest outstanding	22,223,195
Net asset value per share outstanding	$ 6.96
Service Class
Net assets applicable to outstanding shares	$ 65,652,427
Shares of beneficial interest outstanding	9,407,176
Net asset value per share outstanding	$ 6.98

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends (net of foreign tax withholding of $503,347)	$ 4,882,649
Securities lending, net	9,103
Other	55,966
Total income	4,947,718
Expenses
Manager (See Note 3)	2,227,427
Distribution/Service—Service Class (See Note 3)	171,128
Custodian	162,666
Professional fees	126,972
Trustees	5,787
Miscellaneous	8,765
Total expenses before waiver/reimbursement	2,702,745
Reimbursement from prior custodian(a)	(10,272)
Net expenses	2,692,473
Net investment income (loss)	2,255,245
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions(b)	(14,207,289)
Foreign currency transactions	(229,122)
Net realized gain (loss)	(14,436,411)
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments(c)	28,270,386
Translation of other assets and liabilities in foreign currencies	(79,740)
Net change in unrealized appreciation (depreciation)	28,190,646
Net realized and unrealized gain (loss)	13,754,235
Net increase (decrease) in net assets resulting from operations	$ 16,009,480

(a)	Represents a refund for overbilling of custody fees.
(b)	Realized gain (loss) on security transactions recorded net of foreign capital gains tax in the amount of $152,030.
(c)	Net change in unrealized appreciation (depreciation) on investments recorded net of foreign capital gains tax in the amount of $(570,082).

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Candriam Emerging Markets Equity Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 2,255,245	$ 3,076,160
Net realized gain (loss)	(14,436,411)	(44,773,229)
Net change in unrealized appreciation (depreciation)	28,190,646	(48,297,244)
Net increase (decrease) in net assets resulting from operations	16,009,480	(89,994,313)
Distributions to shareholders:
Initial Class	(2,643,644)	(25,368,728)
Service Class	(958,432)	(11,240,825)
Total distributions to shareholders	(3,602,076)	(36,609,553)
Capital share transactions:
Net proceeds from sales of shares	7,298,977	25,988,468
Net asset value of shares issued to shareholders in reinvestment of distributions	3,602,076	36,609,553
Cost of shares redeemed	(32,178,378)	(20,777,407)
Increase (decrease) in net assets derived from capital share transactions	(21,277,325)	41,820,614
Net increase (decrease) in net assets	(8,869,921)	(84,783,252)
Net Assets
Beginning of year	229,100,965	313,884,217
End of year	$220,231,044	$229,100,965

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 6.60	$ 11.16	$ 11.51	$ 9.46	$ 7.99
Net investment income (loss)	0.07	0.11	0.12(a)	0.07(a)	0.19(a)
Net realized and unrealized gain (loss)	0.41	(3.39)	(0.34)	2.30	1.41
Total from investment operations	0.48	(3.28)	(0.22)	2.37	1.60
Less distributions:
From net investment income	(0.12)	(0.09)	(0.13)	(0.32)	(0.13)
From net realized gain on investments	—	(1.19)	—	—	—
Total distributions	(0.12)	(1.28)	(0.13)	(0.32)	(0.13)
Net asset value at end of year	$ 6.96	$ 6.60	$ 11.16	$ 11.51	$ 9.46
Total investment return (b)	7.25%	(28.72)%	(2.00)%	25.71%	20.08%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	1.09%(c)	1.28%	1.02%	0.79%	2.18%
Net expenses (d)	1.13%(e)	1.16%	1.13%	1.18%	1.17%
Expenses (before waiver/reimbursement) (d)	1.14%	1.16%	1.14%	1.18%	1.17%
Portfolio turnover rate	52%	115%	63%	123%	121%
Net assets at end of year (in 000's)	$ 154,579	$ 158,187	$ 211,647	$ 257,933	$ 273,042

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Without the custody fee reimbursement, net investment income (loss) would have been 1.08%.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(e)	Without the custody fee reimbursement, net expenses would have been 1.14%.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 6.62	$ 11.16	$ 11.52	$ 9.45	$ 7.98
Net investment income (loss)	0.06	0.09	0.09(a)	0.05(a)	0.17(a)
Net realized and unrealized gain (loss)	0.40	(3.39)	(0.35)	2.31	1.40
Total from investment operations	0.46	(3.30)	(0.26)	2.36	1.57
Less distributions:
From net investment income	(0.10)	(0.05)	(0.10)	(0.29)	(0.10)
From net realized gain on investments	—	(1.19)	—	—	—
Total distributions	(0.10)	(1.24)	(0.10)	(0.29)	(0.10)
Net asset value at end of year	$ 6.98	$ 6.62	$ 11.16	$ 11.52	$ 9.45
Total investment return (b)	6.98%	(28.89)%	(2.25)%	25.40%	19.78%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	0.84%(c)	1.03%	0.78%	0.57%	2.00%
Net expenses (d)	1.38%(e)	1.41%	1.38%	1.43%	1.42%
Expenses (before waiver/reimbursement) (d)	1.39%	1.41%	1.39%	1.43%	1.42%
Portfolio turnover rate	52%	115%	63%	123%	121%
Net assets at end of year (in 000's)	$ 65,652	$ 70,914	$ 102,237	$ 120,450	$ 127,042

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Without the custody fee reimbursement, net investment income (loss) would have been 0.83%.
(d)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(e)	Without the custody fee reimbursement, net expenses would have been 1.39%.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP Candriam Emerging Markets Equity Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Candriam Emerging Markets Equity Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	February 17, 2012
Service Class	February 17, 2012

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek long-term capital appreciation.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

19

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Broker/dealer quotes	• Benchmark securities
• Two-sided markets	• Reference data (corporate actions or material event notices)
• Bids/offers	• Monthly payment information
• Industry and economic events	• Reported trades

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value.

Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Certain securities held by the Portfolio may principally trade in foreign markets. Events may occur between the time the foreign markets close and the time at which the Portfolio's NAVs are calculated. These events may include, but are not limited to, situations relating to a single issuer in a market sector, significant fluctuations in U.S. or foreign markets, natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. Should the Valuation Designee conclude that such events may have affected the accuracy of the last price of such securities reported on the local foreign market, the Valuation Designee may, pursuant to the Valuation Procedures, adjust the value of the local price to reflect the estimated impact on the price of such securities as a result of such events. In this instance, securities are generally categorized as Level 3 in the hierarchy. Additionally, certain foreign equity securities are also fair valued whenever the movement of a particular index exceeds certain thresholds. In such cases, the securities are fair valued by applying factors provided by a third-party vendor in accordance with the Valuation Procedures and are generally categorized as Level 2 in the hierarchy.

If the principal market of certain foreign equity securities is closed in observance of a local foreign holiday, these securities are valued using the last closing price of regular trading on the relevant exchange and fair valued by applying factors provided by a third-party vendor in accordance

 

20 MainStay VP Candriam Emerging Markets Equity Portfolio

with the Valuation Procedures. These securities are generally categorized as Level 2 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

A portfolio investment may be classified as an illiquid investment under the Portfolio's written liquidity risk management program and related procedures (“Liquidity Program”). Illiquidity of an investment might prevent the sale of such investment at a time when the Manager or the Subadvisor might wish to sell, and these investments could have the effect of decreasing the overall level of the Portfolio's liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid investments, requiring the Portfolio to rely on judgments that may be somewhat subjective in measuring value, which could vary materially from the amount that the Portfolio could realize upon disposition. Difficulty in selling illiquid investments may result in a loss or may be costly to the Portfolio. An illiquid investment is any investment that the Manager or Subadvisor reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of

the investment. The liquidity classification of each investment will be made using information obtained after reasonable inquiry and taking into account, among other things, relevant market, trading and investment-specific considerations in accordance with the Liquidity Program. Illiquid investments are often fair valued in accordance with the Portfolio's procedures described above. The liquidity of the Portfolio's investments was determined as of December 31, 2023, and can change at any time.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Foreign Taxes. The Portfolio may be subject to foreign taxes on income and other transaction-based taxes imposed by certain countries in which it invests. A portion of the taxes on gains on investments or currency purchases/repatriation may be reclaimable. The Portfolio will accrue such taxes and reclaims as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

The Portfolio may be subject to taxation on realized capital gains, repatriation proceeds and other transaction-based taxes imposed by certain countries in which it invests. The Portfolio will accrue such taxes as applicable based upon its current interpretation of tax rules and regulations that exist in the market in which it invests. Capital gains taxes relating to positions still held are reflected as a liability in the Statement of Assets and Liabilities, as well as an adjustment to the Portfolio's net unrealized appreciation (depreciation). Taxes related to capital gains realized, if any, are reflected as part of net realized gain (loss) in the Statement of Operations. Changes in tax liabilities related to capital gains taxes on unrealized investment gains, if any, are reflected as part of the change in net unrealized appreciation (depreciation) on investments in the Statement of Operations. Transaction-based charges are generally assessed as a percentage of the transaction amount.

21

Notes to Financial Statements (continued)

(D) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(E) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(F) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in mutual funds, which are subject to management fees and other fees that may cause the costs of investing in mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(G) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(H) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(I) Securities Sold Short. During the period a short position is open, depending on the nature and type of security, a short position is reflected as a liability and is marked to market in accordance with the valuation methodologies previously detailed (See Note 2(A)). Liabilities for securities sold short are closed out by purchasing the applicable securities for delivery to the counterparty broker. A gain, limited to the price at which the Portfolio sold the security short, or a loss, unlimited as to dollar amount, will be recognized upon termination of a short sale if the market price on the date the short position is closed out is less or greater, respectively, than the proceeds originally received. Any such gain or loss may be offset, completely or in part, by the change in the value of the hedged investments. Interest on short positions held is accrued daily, while dividends declared on short positions existing on the record date are recorded on the ex-dividend date as a dividend expense in the Statement of Operations. Broker fees and other expenses related to securities sold short are disclosed in the Statement of Operations. Short sales involve risk of loss in excess of the related amounts reflected in the Statement of Assets and Liabilities. As of December 31, 2023, the Portfolio did not enter into any securities sold short.

(J) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The

 

22 MainStay VP Candriam Emerging Markets Equity Portfolio

Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(K) Rights and Warrants.  Rights are certificates that permit the holder to purchase a certain number of shares, or a fractional share, of a new stock from the issuer at a specific price. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. These investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of these investments do not necessarily move in tandem with the prices of the underlying securities.

There is risk involved in the purchase of rights and warrants in that these investments are speculative investments. The Portfolio could also lose the entire value of its investment in warrants if such warrants are not exercised by the date of its expiration. The Portfolio is exposed to risk until the sale or exercise of each right or warrant is completed.

(L) Foreign Securities Risk. The Portfolio may invest in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Portfolio's ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Portfolio's investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region. For example, the Portfolio has significant investments in the Asia-Pacific region. The development and stability of the Asia-Pacific region can be adversely affected by, among other regional and global developments, trade barriers, exchange controls and other measures imposed or negotiated by the countries with which they trade. Some Asia-Pacific countries can be characterized as emerging markets or

newly industrialized and may experience more volatile economic cycles and less liquid markets than developed countries.

(M) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager, pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. Candriam (the "Subadvisor"), a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of an Amended and Restated Subadvisory Agreement between New York Life Investments and Candriam, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 1.00% up to $1 billion; and 0.975% in excess of $1 billion. During the year ended December 31, 2023, the effective management fee rate was 1.00% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $2,227,427 and paid the Subadvisor fees in the amount of $1,113,713.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the

23

Notes to Financial Statements (continued)

calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$212,961,818	$25,363,595	$(21,437,050)	$3,926,545

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$1,787,586	$(56,481,526)	$—	$2,821,788	$(51,872,152)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $56,481,526, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are

expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$49,693	$6,788

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$3,602,076	$ 2,194,677
Long-Term Capital Gains	—	34,414,876
Total	$3,602,076	$36,609,553

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily Simple Secured Overnight Financing Rate ("SOFR") + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

 

24 MainStay VP Candriam Emerging Markets Equity Portfolio

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $112,982 and $137,233, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	728,793	$ 4,910,032
Shares issued to shareholders in reinvestment of distributions	399,245	2,643,644
Shares redeemed	(2,855,196)	(19,862,854)
Net increase (decrease)	(1,727,158)	$(12,309,178)
Year ended December 31, 2022:
Shares sold	1,945,628	$ 16,657,111
Shares issued to shareholders in reinvestment of distributions	4,039,028	25,368,728
Shares redeemed	(1,007,338)	(9,209,477)
Net increase (decrease)	4,977,318	$ 32,816,362
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	351,247	$ 2,388,945
Shares issued to shareholders in reinvestment of distributions	144,184	958,432
Shares redeemed	(1,797,103)	(12,315,524)
Net increase (decrease)	(1,301,672)	$ (8,968,147)
Year ended December 31, 2022:
Shares sold	1,068,938	$ 9,331,357
Shares issued to shareholders in reinvestment of distributions	1,784,088	11,240,825
Shares redeemed	(1,305,553)	(11,567,930)
Net increase (decrease)	1,547,473	$ 9,004,252

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

25

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Candriam Emerging Markets Equity Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Candriam Emerging Markets Equity Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents, and broker; when replies were not received from broker, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

26 MainStay VP Candriam Emerging Markets Equity Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Candriam Emerging Markets Equity Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and Candriam with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and Candriam in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and Candriam in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or Candriam that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, Candriam personnel.  In addition, the Board took into account

other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by the applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and Candriam; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and Candriam; (iii) the costs of the services provided, and profits realized, by New York Life Investments and Candriam with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

27

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and Candriam.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and Candriam resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments and Candriam

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by Candriam, evaluating the performance of Candriam, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions. The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of Candriam and ongoing analysis of, and interactions with, Candriam with respect to, among other things, the Portfolio’s investment performance and risks as well as Candriam’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory

services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that Candriam provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated Candriam’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and Candriam’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at Candriam.  The Board considered New York Life Investments’ and Candriam’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and Candriam and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered Candriam’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and Candriam regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

 

28 MainStay VP Candriam Emerging Markets Equity Portfolio

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of Candriam and the members of the Board’s Investment Committee, which generally occur on an annual basis.  In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the one-, three-, five- and ten-year periods ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments and Candriam regarding the Portfolio’s investment performance.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and Candriam

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates, including Candriam, due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  Because Candriam is an affiliate of New York Life Investments whose subadvisory fee is paid by New York Life Investments, not the Portfolio, the Board considered cost and profitability information for New York Life Investments and Candriam in the aggregate.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and Candriam, and profitability of New York Life Investments and its affiliates, including Candriam due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’, including Candriam’s, continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and Candriam and acknowledged that New York Life Investments and Candriam must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and Candriam to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, including Candriam, due to their relationships with the Portfolio, including reputational and other indirect benefits.  In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be

29

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates, including Candriam, due to their relationships with the Portfolio were not excessive and other expected benefits that may accrue to New York Life Investments and its affiliates, including Candriam, are reasonable.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to Candriam is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and Candriam on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

 

30 MainStay VP Candriam Emerging Markets Equity Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

31

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

32 MainStay VP Candriam Emerging Markets Equity Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

33

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

34 MainStay VP Candriam Emerging Markets Equity Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

35

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015935 MSVPEME11-02/24

(NYLIAC) NI516

MainStay VP IQ Hedge Multi-Strategy Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	9
Portfolio of Investments	11
Financial Statements	16
Notes to Financial Statements	21
Report of Independent Registered Public Accounting Firm	29
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	30
Proxy Voting Policies and Procedures and Proxy Voting Record	34
Shareholder Reports and Quarterly Portfolio Disclosure	34
Board of Trustees and Officers	35

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1	One Year	Five Years	Ten Years	Gross Expense Ratio2
Initial Class Shares	5/1/2013	10.26%	2.78%	-1.46%	1.18%
Service Class Shares	5/1/2013	9.98	2.53	-1.67	1.43

1.

Effective November 30, 2018, the Portfolio’s predecessor fund, MainStay VP Absolute Return Multi-Strategy Portfolio (the “VP ARMS Portfolio”), was reorganized into the Portfolio. The Portfolio assumed the VP ARMS Portfolio’s historical performance and accounting information. Therefore, the performance information prior to November 30, 2018, shown in this report is that of the VP ARMS Portfolio, which had a different investment objective and different principal investment strategies and subadvisors. Past performance may have been different if the Portfolio’s current subadvisor, investment objective or principal investment strategies had been in place during the periods.

2.

The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus, as supplemented, and may differ from other expense ratios disclosed in this report.

5

Benchmark Performance*	One Year	Five Years	Ten Years
S&P Balanced Equity and Bond Conservative Index1	9.22%	4.15%	4.34%
Barclay Hedge Fund Index2	9.28	6.33	4.50
Barclay Fund of Funds Index3	5.85	4.03	2.31
IQ Hedge Multi-Strategy Index4	10.80	3.50	2.63
Morningstar Multistrategy Category Average5	6.24	4.13	2.25

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Portfolio has selected the S&P Balanced Equity and Bond Conservative Index as its primary benchmark. The S&P Balanced Equity and Bond-Conservative Index consists of a position in S&P 500 Total Return Index (25%) and a position in the S&P U.S. Treasury Bond 7-10 Year Index (75%).
2.	The Portfolio has selected the Barclay Hedge Fund Index as an additional benchmark. The Barclay Hedge Fund Index is a measure of the average return of all hedge funds (excepting Funds of Funds) in the Barclay database. The index is simply the arithmetic average of the net returns of all the funds that have reported that month.
3.	The Portfolio has selected the Barclay Fund of Funds Index as its secondary benchmark. The Barclay Fund of Funds Index is a measure of the average return of all reporting funds in the Barclay database.
4.	The IQ Hedge Multi-Strategy Index seeks to replicate the risk-adjusted return characteristics of the collective hedge funds using various hedge fund investment styles, including long/short equity, global macro, market neutral, event-driven, fixed income arbitrage and emerging markets.
5.	The Morningstar Multistrategy Category Average is representative of funds that have a majority of their assets exposed to alternative strategies. Funds in this category include both funds with static allocations to alternative strategies and funds tactically allocating among alternative strategies and asset classes. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

6 MainStay VP IQ Hedge Multi-Strategy Portfolio

Cost in Dollars of a $1,000 Investment in MainStay VP IQ Hedge Multi-Strategy Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,050.30	$3.62	$1,021.68	$3.57	0.70%
Service Class Shares	$1,000.00	$1,049.00	$4.91	$1,020.42	$4.84	0.95%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

7

Portfolio Composition as of December 31, 2023 (Unaudited)

Bank Loan Funds	23.4%
Floating Rate—Investment Grade Funds	23.2
Unaffiliated Investment Companies (a)	17.1
Convertible Bond Funds	12.7
Emerging Small Cap Equity Fund	11.2
Derivative Income Funds	9.2
U.S. Large Cap Core Funds	7.7
Affiliated Investment Company	5.7
International Small Cap Equity Fund	3.2

Merger Arbitrage Fund	1.1%
Emerging Equity Fund	0.6
Volatility	0.6
Broad Fund	0.6
U.S. Small Cap Core Funds	0.5
Private Equity Replication Fund	0.4
Other Assets, Less Liabilities	–17.2
	100.0%

(a) Represents a security purchased with cash collateral received for securities on loan.

See Portfolio of Investments beginning on page 11 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	iShares Floating Rate Bond ETF
2.	Invesco Senior Loan ETF
3.	SPDR Blackstone Senior Loan ETF
4.	SPDR S&P Emerging Markets Small-Cap ETF
5.	SPDR Bloomberg Convertible Securities ETF

6.	SPDR Bloomberg Investment Grade Floating Rate ETF
7.	JPMorgan Equity Premium Income ETF
8.	IQ Merger Arbitrage ETF
9.	JPMorgan Nasdaq Equity Premium Income ETF
10.	Financial Select Sector SPDR Fund

8 MainStay VP IQ Hedge Multi-Strategy Portfolio

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Francis Ok and Greg Barrato of IndexIQ Advisors LLC, the Portfolio’s Subadvisor.

How did MainStay VP IQ Hedge Multi-Strategy Portfolio perform relative to its benchmarks and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP IQ Hedge Multi-Strategy Portfolio returned 10.26% for Initial Class shares and 9.98% for Service Class shares. Over the same period, both share classes outperformed the 9.22% return for the S& P Balanced Equity and Bond Conservative Index, which is the Portfolio’s primary benchmark, and the 9.28% return for the Barclay Hedge Fund Index, which is the Portfolio’s secondary benchmark. For the same period, both share classes outperformed the 5.85% return for the Barclay Fund of Funds Index, which is an additional benchmark for the Portfolio. For the 12 months ended December 31, 2023, both share classes underperformed the 10.80% return of the IQ Hedge Multi-Strategy Index (the “Underlying Index”) and outperformed the 6.24% return of the Morningstar Multistrategy Category Average.¹

Were there any changes to the Portfolio during the reporting period?

At a meeting held on March 6–7, 2023, the Board of Trustees of MainStay VP Funds Trust considered and approved, among other related proposals: (i) modifying the Portfolio’s investment objective; and (ii) modifying the Portfolio’s principal investment strategies. See the Supplement dated May 1, 2023, for additional information.

During the reporting period, were there any market events that materially impacted the Portfolio’s performance or liquidity?

Several major events drove market activity during the reporting period. The most significant of these included the trajectory of inflation, the U.S. Federal Reserve’s (the “Fed”) rate decisions and forward guidance by the Fed, a U.S. regional banking crisis, significant advances in generative artificial intelligence (“AI”), the market dominance of the so-called ‘Magnificent 7’ group of companies leading developments in AI, oil market interventions by the OPEC group of oil-exporting nations and sharpening geopolitical tensions and conflicts in Ukraine and the Middle East. The Portfolio’s diversified approach, with low correlation to traditional risk assets, helped soften the impact of these market-shaping events and provided a more stable return stream.

Investment markets underwent a seismic shift during the reporting period, as prevailing narratives and market sentiment started and ended the year at opposite extremes. The consensus

at the beginning of 2023 that a recession was imminent gave way to the broad belief that interest rate tightening by the Fed was likely to produce a soft landing, in which inflation would come under control without a significant economic downturn. Several key factors underpinned this bearish to bullish swing. Inflation trends and Fed policy decisions wielded an outsized influence over the markets and catalyzed sharp volatility in equity prices and fixed-income yields.

At the outset of the reporting period, rising interest rates and hawkish Fed guidance sparked recession concerns and market jitters. Restrictive rates produced chilling effects, demonstrated by several bouts of volatility, most notably related to the U.S. regional banking crisis in March and April. However, by the end of the reporting period, the prevailing risk attitude shifted, as economic growth remained solid. Cooling inflation, labor market resilience, unexpected consumer strength, continued normalization from pandemic-induced economic disruptions and ongoing growth helped catalyze a reconsideration of the Fed’s economic outlook and a pause in its tightening campaign. By the end of the reporting period, belief that the Fed could pilot the economy to a soft-landing had gained widespread acceptance. With this attitude change, stocks soared to a banner year, ending the reporting period at or near record highs.

What factors affected the Portfolio’s relative performance during the reporting period?

The Portfolio outperformed the Index primarily due to asset allocation. Throughout the reporting period, the Portfolio held significantly overweight exposure to fixed-income securities and significantly underweight exposure to equities, with out-of-Index positions in alternatives, commodities, currencies, volatility and real estate. Out-of-Index positions in selected alternatives, commodities and currencies made positive contributions to the Portfolio’s relative returns, while out-of-Index exposures to real estate and volatility detracted. (Contributions take weightings and total returns into account.) Within equities, underweight exposure detracted from relative performance, as did the Portfolio’s diversified allocations across geographic regions, sectors and investment factors, in contrast to the Index’s singular allocation to large-cap core U.S. equities, which were bolstered by the surging performance of AI-related U.S. mega-cap stocks. Within fixed-income,² the Portfolio outperformed due to a relatively short duration profile and floating rate exposure. In the prevailing environment of rising interest rates and stable growth, exposure to floating rate investment-grade debt, bank loans, convertibles,

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

2. Duration is a measure of the price sensitivity of a fixed-income investment to changes in interest rates. Duration is expressed as a number of years and is considered a more accurate sensitivity gauge than average maturity.

9

short-duration Treasury and corporate investment-grade debt enhanced relative returns.

During the reporting period, how did the Portfolio’s performance correlate with traditional equity and fixed-income indices?

The Portfolio maintained a higher correlation to traditional equity indices and a lower correlation to investment-grade fixed-income indices. The Portfolio’s correlation to the S&P 500^® Index³ was 79.5%. The Portfolio’s correlation to the Bloomberg U.S. Aggregate Bond Index⁴ was 38.8%.

During the reporting period, how did the Portfolio’s volatility compare to that of traditional fixed-income indices?

During the reporting period, the annualized daily volatility of the Portfolio was 6.83%, compared to a volatility of 7.10% for the Bloomberg U.S. Aggregate Bond Index.

How did you allocate the Portfolio’s assets during the reporting period and why?

The Portfolio seeks to achieve performance similar to the overall hedge fund universe by replicating the “beta”⁵ portion of the hedge fund return characteristics (i.e., that portion of the returns that are non-idiosyncratic, or unrelated to manager skill) over longer term periods and not on a daily basis. It does not seek to replicate the “alpha”⁶ portion of the return characteristics of the overall hedge fund universe.

Portfolio allocations are all rules-driven and made in accordance with the Underlying Index methodology. Prior to a methodology change that occurred on June 6, 2023, the Portfolio allocated its assets across six underlying hedge fund investment styles: emerging markets, market neutral, long/short equity, event-driven, fixed-income arbitrage, and global macro. Pursuant to the new index methodology, the Portfolio's allocations span hedge fund investment styles including, but not limited to, equity, fixed-income, emerging market, sector, specialized, and alternative strategies.

Prior to the methodology change, the Portfolio’s allocations to the six underlying hedge fund investments styles were relatively

range-bound. The Portfolio’s allocation to its event-driven investment style remained at its maximum weight of 33.33%. The Portfolio’s allocation to its long/short investment style ranged from 6.97% to 10.52%. The Portfolio’s allocation to the fixed-income arbitrage investment style ranged from 14.39% to 20.39%. The Portfolio maintained a short allocation to its market-neutral investment style with weights ranging from −16.67% to −6.96%. The Portfolio’s allocation to its emerging-markets investment style ranged from 18.10% to 23.56%. The Portfolio’s allocation to its global macro investment style ranged from 28.87% to its maximum weight of 33.33%

As of the end of the reporting period (and inclusive of the methodology change), the Portfolio’s allocations were 62.13% to fixed-income, 20.55% to equity, 16.04% to alternatives, 0.62% to commodities, 0.65% to volatility and 0% to real estate and currency. 

3. “S&P 500^®” is a trademark of The McGraw-Hill Companies, Inc. The S&P 500^® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.

4. The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage passthroughs), asset-backed securities and commercial mortgage-backed securities.

5. Beta is a measure of historical volatility relative to an appropriate index (benchmark) based on its investment objective. A beta greater than 1.00 indicates volatility greater than the benchmark’s.

6. Alpha measures a fund’s risk-adjusted performance and is expressed as an annualized percentage.

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

10 MainStay VP IQ Hedge Multi-Strategy Portfolio

Portfolio of Investments December 31, 2023^{†^}

	Shares	Value
Exchange-Traded Funds 97.8%
Alternative 15.3%
Affiliated Investment Company 4.6%
IQ Merger Arbitrage ETF (a)	387,129	$  12,159,721
Derivative Income Funds 9.2%
JPMorgan Equity Premium Income ETF	228,368	12,555,672
JPMorgan Nasdaq Equity Premium Income ETF (a)	230,190	11,493,387
		24,049,059
Merger Arbitrage Fund 1.1%
AltShares Merger Arbitrage ETF (b)	112,412	3,007,021
Private Equity Replication Fund 0.4%
Invesco Global Listed Private Equity ETF	15,184	944,445
Total Alternative (Cost $38,987,290)		40,160,246
Bonds 59.3%
Bank Loan Funds 23.4%
Invesco Senior Loan ETF (a)	1,510,379	31,989,827
SPDR Blackstone Senior Loan ETF (a)	702,243	29,445,049
		61,434,876
Convertible Bond Funds 12.7%
iShares Convertible Bond ETF	100,458	7,894,994
SPDR Bloomberg Convertible Securities ETF	351,909	25,390,235
		33,285,229
Floating Rate—Investment Grade Funds 23.2%
iShares Floating Rate Bond ETF (a)	904,619	45,791,814
SPDR Bloomberg Investment Grade Floating Rate ETF	491,896	15,047,098
		60,838,912
Total Bonds (Cost $152,606,397)		155,559,017
Equities 23.2%
Emerging Equity Fund 0.6%
iShares MSCI India ETF	31,586	1,541,713
Emerging Small Cap Equity Fund 11.2%
SPDR S&P Emerging Markets Small-Cap ETF (a)	520,776	29,403,013

	Shares	Value
International Small Cap Equity Fund 3.2%
Schwab International Small-Cap Equity ETF (a)	238,140	$   8,308,704
U.S. Large Cap Core Funds 7.7%
Energy Select Sector SPDR Fund	1,993	167,093
Financial Select Sector SPDR Fund	301,772	11,346,627
Materials Select Sector SPDR Fund (a)	40,317	3,448,716
Vanguard Energy ETF	315	36,943
Vanguard Financials ETF	33,824	3,120,602
Vanguard Materials ETF (a)	10,629	2,018,873
		20,138,854
U.S. Small Cap Core Funds 0.5%
iShares Core S&P Small-Cap ETF	7,187	777,993
Schwab U.S. Small-Cap ETF (a)	3,342	157,876
Vanguard Small-Cap ETF (a)	2,348	500,899
		1,436,768
Total Equities (Cost $55,262,622)		60,829,052
Total Exchange-Traded Funds (Cost $246,856,309)		256,548,315
Exchange-Traded Note 0.6%
Volatility 0.6%
Volatility 0.6%
iPath S&P 500 VIX Short-Term Futures ETN (a)(b)	105,543	1,638,027
Total Exchange-Traded Note (Cost $3,034,286)		1,638,027
Exchange-Traded Vehicle 0.6%
Commodity 0.6%
Broad Fund 0.6%
iShares GSCI Commodity Dynamic Roll Strategy ETF (a)	61,922	1,552,385
Total Exchange-Traded Vehicle (Cost $1,608,424)		1,552,385
Short-Term Investments 18.2%
Affiliated Investment Company 1.1%
MainStay U.S. Government Liquidity Fund, 5.23% (c)	2,889,285	2,889,285
Unaffiliated Investment Companies 17.1%
BlackRock Liquidity FedFund, 5.37% (c)(d)	18,000,000	18,000,000

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Short-Term Investments (continued)
Unaffiliated Investment Companies (continued)
Fidelity Government Portfolio, 5.36% (c)(d)	10,000,000	$  10,000,000
Goldman Sachs Financial Square Government Fund, 5.35% (c)(d)	3,000,000	3,000,000
Invesco Government & Agency Portfolio, 5.36% (c)(d)	753,088	753,088
State Street Institutional U.S. Government Money Market Fund, 5.38% (c)(d)	8,000,000	8,000,000
Wells Fargo Government Money Market Fund, 5.36% (c)(d)	5,000,000	5,000,000
Total Unaffiliated Investment Companies (Cost $44,753,088)		44,753,088
Total Short-Term Investments (Cost $47,642,373)		47,642,373
Total Investments (Cost $299,141,392)	117.2%	307,381,100
Other Assets, Less Liabilities	(17.2)	(45,211,153)
Net Assets	100.0%	$ 262,169,947

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
(a)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $44,684,449; the total market value of collateral held by the Portfolio was $45,859,837. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $1,106,749. The Portfolio received cash collateral with a value of $44,753,088. (See Note 2(I))
(b)	Non-income producing security.
(c)	Current yield as of December 31, 2023.
(d)	Represents a security purchased with cash collateral received for securities on loan.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP IQ Hedge Multi-Strategy Portfolio

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
IQ Merger Arbitrage ETF	$  —	$ 13,093	$ (1,058)	$  10	$ 115	$ 12,160	$ 147	$ —	387
IQ Ultra Short Duration ETF	9,690	732	(10,428)	(116)	122	—	151	—	—
MainStay U.S. Government Liquidity Fund	67	37,615	(34,793)	—	—	2,889	36	—	2,889
	$9,757	$ 51,440	$ (46,279)	$(106)	$ 237	$ 15,049	$ 334	$ —

Swap Contracts

Open OTC total return equity swap contracts as of December 31, 2023 were as follows¹:

Swap Counterparty	Reference Obligation	Floating Rate2	Termination Date(s)	Payment Frequency Paid/ Received	Notional Amount Long/ (Short) (000)3	Unrealized Appreciation/ (Depreciation)4
Bank of America Merrill Lynch	AltShares Merger Arbitrage ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	51	$ —
Morgan Stanley & Co.	AltShares Merger Arbitrage ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	51	—
Bank of America Merrill Lynch	Energy Select Sector SPDR Fund	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	3	—
Morgan Stanley & Co.	Energy Select Sector SPDR Fund	Federal Fund Rate plus 0.50%	9/16/24	Monthly	3	—
Bank of America Merrill Lynch	Financial Select Sector SPDR Fund	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	211	—
Morgan Stanley & Co.	Financial Select Sector SPDR Fund	Federal Fund Rate plus 0.50%	9/16/24	Monthly	211	—
Bank of America Merrill Lynch	Invesco Global Listed Private Equity ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	17	—
Morgan Stanley & Co.	Invesco Global Listed Private Equity ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	17	—
Bank of America Merrill Lynch	Invesco Senior Loan ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	595	—
Morgan Stanley & Co.	Invesco Senior Loan ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	595	—
Bank of America Merrill Lynch	iPath S&P 500 VIX Short-Term Futures ETN	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	29	—
Morgan Stanley & Co.	iPath S&P 500 VIX Short-Term Futures ETN	Federal Fund Rate plus 0.50%	9/16/24	Monthly	28	—
Bank of America Merrill Lynch	IQ Merger Arbitrage ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	226	—
Morgan Stanley & Co.	IQ Merger Arbitrage ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	226	—
Bank of America Merrill Lynch	iShares Convertible Bond ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	147	—
Morgan Stanley & Co.	iShares Convertible Bond ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	147	—
Bank of America Merrill Lynch	iShares Core S&P Mid-Cap ETF	Federal Funds Composite Interest Rate	9/4/24	Monthly	(2,797)	—
Morgan Stanley & Co.	iShares Core S&P Mid-Cap ETF	Federal Fund Rate minus 0.35%	9/16/24	Monthly	(2,797)	—
Bank of America Merrill Lynch	iShares Core S&P Small-Cap ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	14	—
Morgan Stanley & Co.	iShares Core S&P Small-Cap ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	14	—
Bank of America Merrill Lynch	iShares Floating Rate Bond ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	852	—

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

Swap Counterparty	Reference Obligation	Floating Rate2	Termination Date(s)	Payment Frequency Paid/ Received	Notional Amount Long/ (Short) (000)3	Unrealized Appreciation/ (Depreciation)4
Morgan Stanley & Co.	iShares Floating Rate Bond ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	852	$ —
Bank of America Merrill Lynch	iShares GSCI Commodity Dynamic Roll Strategy ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	26	—
Morgan Stanley & Co.	iShares GSCI Commodity Dynamic Roll Strategy ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	27	—
Bank of America Merrill Lynch	iShares MSCI India ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	26	—
Morgan Stanley & Co.	iShares MSCI India ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	26	—
Bank of America Merrill Lynch	JPMorgan Equity Premium Income ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	234	—
Morgan Stanley & Co.	JPMorgan Equity Premium Income ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	234	—
Bank of America Merrill Lynch	JPMorgan Nasdaq Equity Premium Income ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	214	—
Morgan Stanley & Co.	JPMorgan Nasdaq Equity Premium Income ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	214	—
Bank of America Merrill Lynch	Materials Select Sector SPDR Fund	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	64	—
Morgan Stanley & Co.	Materials Select Sector SPDR Fund	Federal Fund Rate plus 0.50%	9/16/24	Monthly	64	—
Bank of America Merrill Lynch	Schwab International Small-Cap Equity ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	155	—
Morgan Stanley & Co.	Schwab International Small-Cap Equity ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	155	—
Bank of America Merrill Lynch	Schwab U.S. Small-Cap ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	3	—
Morgan Stanley & Co.	Schwab U.S. Small-Cap ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	3	—
Bank of America Merrill Lynch	SPDR Blackstone Senior Loan ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	548	—
Morgan Stanley & Co.	SPDR Blackstone Senior Loan ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	548	—
Bank of America Merrill Lynch	SPDR Bloomberg Convertible Securities ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	472	—
Morgan Stanley & Co.	SPDR Bloomberg Convertible Securities ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	472	—
Bank of America Merrill Lynch	SPDR Bloomberg Investment Grade Floating Rate ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	280	—
Morgan Stanley & Co.	SPDR Bloomberg Investment Grade Floating Rate ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	280	—
Bank of America Merrill Lynch	SPDR S&P Emerging Markets Small-Cap ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	547	—
Morgan Stanley & Co.	SPDR S&P Emerging Markets Small-Cap ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	547	—
Bank of America Merrill Lynch	Vanguard Energy ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	1	—
Morgan Stanley & Co.	Vanguard Energy ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	1	—
Bank of America Merrill Lynch	Vanguard Financials ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	53	—
Morgan Stanley & Co.	Vanguard Financials ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	53	—
Bank of America Merrill Lynch	Vanguard Materials ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	35	—
Morgan Stanley & Co.	Vanguard Materials ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	35	—

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP IQ Hedge Multi-Strategy Portfolio

Swap Counterparty	Reference Obligation	Floating Rate2	Termination Date(s)	Payment Frequency Paid/ Received	Notional Amount Long/ (Short) (000)3	Unrealized Appreciation/ (Depreciation)4
Bank of America Merrill Lynch	Vanguard Mid-Cap ETF	Federal Funds Composite Interest Rate	9/4/24	Monthly	(2,068)	$ —
Morgan Stanley & Co.	Vanguard Mid-Cap ETF	Federal Fund Rate minus 0.68%	9/16/24	Monthly	(2,068)	—
Bank of America Merrill Lynch	Vanguard Small-Cap ETF	Federal Funds Composite Interest Rate plus 0.50%	9/4/24	Monthly	9	—
Morgan Stanley & Co.	Vanguard Small-Cap ETF	Federal Fund Rate plus 0.50%	9/16/24	Monthly	9	—
						$ —

1.	As of December 31, 2023, cash in the amount $88,893 was pledged to brokers for OTC swap contracts.
2.	Portfolio pays or receives the floating rate and receives or pays the total return of the referenced entity.
3.	Notional amounts reflected as a positive value indicate a long position held by the Portfolio or Index and a negative value indicates a short position.
4.	Reflects the value at reset date as of December 31, 2023.

Abbreviation(s):

ETF—Exchange-Traded Fund

ETN—Exchange-Traded Note

GSCI—Goldman Sachs Commodity Index

MSCI—Morgan Stanley Capital International

SPDR—Standard & Poor’s Depositary Receipt

VIX—CBOE Volatility Index

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Exchange-Traded Funds	$ 256,548,315	$ —	$ —	$ 256,548,315
Exchange-Traded Note	1,638,027	—	—	1,638,027
Exchange-Traded Vehicle	1,552,385	—	—	1,552,385
Short-Term Investments
Affiliated Investment Company	2,889,285	—	—	2,889,285
Unaffiliated Investment Companies	44,753,088	—	—	44,753,088
Total Short-Term Investments	47,642,373	—	—	47,642,373
Total Investments in Securities	$ 307,381,100	$ —	$ —	$ 307,381,100

(a) For a complete listing of investments and their industries, see the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $284,207,364) including securities on loan of $44,684,449	$292,332,094
Investment in affiliated investment companies, at value (identified cost $14,934,028)	15,049,006
Cash denominated in foreign currencies (identified cost $4,598)	4,666
Cash collateral on deposit at broker for swap contracts	88,893
Receivables:
Dividends	370,523
Portfolio shares sold	56,714
Securities lending	43,900
Other assets	1,840
Total assets	307,947,636
Liabilities
Cash collateral received for securities on loan	44,753,088
Payables:
Dividends and interest on OTC swaps contracts	514,102
Portfolio shares redeemed	239,586
Manager (See Note 3)	142,684
NYLIFE Distributors (See Note 3)	52,828
Custodian	31,167
Professional fees	22,928
Shareholder communication	13,184
Accrued expenses	8,122
Total liabilities	45,777,689
Net assets	$262,169,947
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 31,123
Additional paid-in-capital	332,279,037
	332,310,160
Total distributable earnings (loss)	(70,140,213)
Net assets	$262,169,947

Initial Class
Net assets applicable to outstanding shares	$ 11,879,742
Shares of beneficial interest outstanding	1,409,675
Net asset value per share outstanding	$ 8.43
Service Class
Net assets applicable to outstanding shares	$250,290,205
Shares of beneficial interest outstanding	29,713,303
Net asset value per share outstanding	$ 8.42

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP IQ Hedge Multi-Strategy Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Dividends-unaffiliated	$11,704,596
Securities lending, net	822,177
Dividends-affiliated	333,802
Total income	12,860,575
Expenses
Manager (See Note 3)	2,061,715
Distribution/Service—Service Class (See Note 3)	657,839
Professional fees	68,732
Custodian	64,519
Trustees	7,240
Miscellaneous	5,783
Total expenses before waiver/reimbursement	2,865,828
Expense waiver/reimbursement from Manager (See Note 3)	(283,457)
Reimbursement from prior custodian(a)	(85,488)
Net expenses	2,496,883
Net investment income (loss)	10,363,692
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	(2,120,537)
Affiliated investment company transactions	(106,165)
Swap transactions	(1,006,017)
Foreign currency transactions	(2,667)
Net realized gain (loss)	(3,235,386)
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	18,558,755
Affiliated investments	237,349
Translation of other assets and liabilities in foreign currencies	5,176
Net change in unrealized appreciation (depreciation)	18,801,280
Net realized and unrealized gain (loss)	15,565,894
Net increase (decrease) in net assets resulting from operations	$25,929,586

(a) Represents a refund for overbilling of custody fees.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 10,363,692	$ 5,845,226
Net realized gain (loss)	(3,235,386)	(28,946,491)
Net change in unrealized appreciation (depreciation)	18,801,280	(8,397,896)
Net increase (decrease) in net assets resulting from operations	25,929,586	(31,499,161)
Distributions to shareholders:
Initial Class	(588,271)	(245,307)
Service Class	(11,163,374)	(4,860,946)
Total distributions to shareholders	(11,751,645)	(5,106,253)
Capital share transactions:
Net proceeds from sales of shares	9,065,487	7,315,445
Net asset value of shares issued to shareholders in reinvestment of distributions	11,751,645	5,106,253
Cost of shares redeemed	(58,900,317)	(63,501,869)
Increase (decrease) in net assets derived from capital share transactions	(38,083,185)	(51,080,171)
Net increase (decrease) in net assets	(23,905,244)	(87,685,585)
Net Assets
Beginning of year	286,075,191	373,760,776
End of year	$262,169,947	$286,075,191

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP IQ Hedge Multi-Strategy Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 8.04	$ 8.97	$ 9.02	$ 8.74	$ 8.22
Net investment income (loss) (a)	0.34	0.18	0.09	0.14	0.20
Net realized and unrealized gain (loss)	0.49	(0.94)	(0.14)	0.33	0.49
Total from investment operations	0.83	(0.76)	(0.05)	0.47	0.69
Less distributions:
From net investment income	(0.44)	(0.17)	—	(0.16)	(0.16)
Return of capital	—	—	—	(0.03)	(0.01)
Total distributions	(0.44)	(0.17)	—	(0.19)	(0.17)
Net asset value at end of year	$ 8.43	$ 8.04	$ 8.97	$ 9.02	$ 8.74
Total investment return (b)	10.26%	(8.48)%	(0.55)%(c)	5.38%	8.47%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	4.02%(d)	2.12%	0.97%	1.56%	2.36%
Net expenses (e)	0.67%(f)	0.70%	0.70%	0.70%	0.70%
Expenses (before waiver/reimbursement) (e)	0.80%	0.81%	0.83%	1.00%	1.20%
Portfolio turnover rate	107%	139%	126%	179%	151%
Net assets at end of year (in 000's)	$ 11,880	$ 12,070	$ 13,499	$ 12,044	$ 10,749

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	Without the custody fee reimbursement, net investment income (loss) would have been 3.99%.
(e)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(f)	Without the custody fee reimbursement, net expenses would have been 0.70%.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

19

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 8.01	$ 8.94	$ 9.01	$ 8.73	$ 8.18
Net investment income (loss) (a)	0.31	0.15	0.06	0.11	0.18
Net realized and unrealized gain (loss)	0.49	(0.94)	(0.13)	0.34	0.49
Total from investment operations	0.80	(0.79)	(0.07)	0.45	0.67
Less distributions:
From net investment income	(0.39)	(0.14)	—	(0.14)	(0.12)
Return of capital	—	—	—	(0.03)	(0.00)‡
Total distributions	(0.39)	(0.14)	—	(0.17)	(0.12)
Net asset value at end of year	$ 8.42	$ 8.01	$ 8.94	$ 9.01	$ 8.73
Total investment return (b)	9.98%	(8.70)%	(0.78)%(c)	5.14%	8.23%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	3.76%(d)	1.82%	0.65%	1.29%	2.09%
Net expenses (e)	0.92%(f)	0.95%	0.95%	0.95%	0.95%
Expenses (before waiver/reimbursement) (e)	1.05%	1.06%	1.09%	1.25%	1.45%
Portfolio turnover rate	107%	139%	126%	179%	151%
Net assets at end of year (in 000's)	$ 250,290	$ 274,005	$ 360,262	$ 371,833	$ 389,101

‡	Less than one cent per share.
(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	Total investment return may reflect adjustments to conform to generally accepted accounting principles.
(d)	Without the custody fee reimbursement, net investment income (loss) would have been 3.73%.
(e)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(f)	Without the custody fee reimbursement, net expenses would have been 0.95%.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

20 MainStay VP IQ Hedge Multi-Strategy Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP IQ Hedge Multi-Strategy Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	May 1, 2013
Service Class	May 1, 2013

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek investment returns that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the IQ Hedge Multi-Strategy Index. The IQ Hedge Multi-Strategy Index seeks to achieve performance similar to the overall hedge fund universe by replicating the “beta” portion of the hedge fund return characteristics (i.e., that portion of the returns that are non-idiosyncratic, or unrelated to manager skill) by using the following hedge fund investment styles: long/short equity; global macro; market neutral; event-driven; fixed-income arbitrage; and emerging markets.

The Portfolio is a “fund of funds” that seeks to achieve its investment objective by investing primarily in exchange-traded funds (“ETFs”), other exchange-traded vehicles issuing equity securities organized in the U.S., such as exchange-traded commodity pools (“ETVs”), and exchange-traded notes (“ETNs”) (such ETFs, ETVs and ETNs are referred to collectively as “exchange-traded products” or “ETPs”), but may also invest in one or more financial instruments, including but not limited to, futures contracts, reverse repurchase agreements, options, and swap agreements (collectively, “Financial Instruments”) in order to seek to achieve exposure to investment strategies and/or asset classes that are similar to those of the IQ Hedge Multi-Strategy Index.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain

 

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Notes to Financial Statements (continued)

securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input

level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Benchmark yields	• Reported trades
• Broker/dealer quotes	• Issuer spreads
• Two-sided markets	• Benchmark securities
• Bids/offers	• Reference data (corporate actions or material event notices)
• Industry and economic events	• Comparable bonds
• Monthly payment information

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

 

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Exchange-traded funds  (“ETFs”) are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Swaps are marked to market daily based upon quotations from pricing agents, brokers or market makers. These securities are generally categorized as Level 2 in the hierarchy.

Total return swap contracts, which are arrangements to exchange a market-linked return for a periodic payment, are based on a notional principal amount. To the extent that the total return of the security, index or other financial measure underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Portfolio will receive a payment from or make a payment to the counterparty. Total return swap contracts are marked to market daily based upon quotations from market makers and these securities are generally categorized as Level 2 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts and the underlying funds held by the Portfolio may be classified as dividends, capital gains and/or return of capital.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in ETPs and mutual funds, which are subject to management fees and other fees that may cause the costs of investing in ETPs and mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of ETPs and

23

Notes to Financial Statements (continued)

mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

In addition, the Portfolio bears a pro rata share of the fees and expenses of the ETPs in which it invests. Because the ETPs have varied expense and fee levels and the Portfolio may own different proportions of the ETPs at different times, the amount of fees and expenses incurred indirectly by the Portfolio may vary.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Swap Contracts. The Portfolio may enter into credit default, interest rate, equity, index and currency exchange rate swap contracts (“swaps”). In a typical swap transaction, two parties agree to exchange the future returns (or differentials in rates of future returns) earned or realized at periodic intervals on a particular investment or instrument based on a notional principal amount. Generally, the Portfolio will enter into a swap on a net basis, which means that the two payment streams under the swap are netted, with the Portfolio receiving or paying (as the case may be) only the net amount of the two payment streams. Therefore, the Portfolio's current obligation under a swap generally will be equal to the net amount to be paid or received under the swap, based on the relative value of notional positions attributable to each counterparty to the swap. The payments may be adjusted for transaction costs, interest payments, the amount of interest paid on the investment or instrument or other factors. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the custodian bank or broker in accordance with the terms of the swap. Swap agreements are privately negotiated in the over the counter (“OTC”) market and may be executed in a multilateral or other trade facilities platform, such as a registered commodities exchange (“centrally cleared swaps”).

Certain standardized swaps, including certain credit default and interest rate swaps, are subject to mandatory clearing and exchange-trading, and more types of standardized swaps are expected to be subject to mandatory clearing and exchange-trading in the future. The counterparty risk for exchange-traded and cleared derivatives is expected to be generally lower than for uncleared derivatives, but cleared contracts are not risk-free. In a cleared derivative transaction, the Portfolio typically enters into the transaction with a financial institution counterparty, and performance of the transaction is effectively guaranteed by a central clearinghouse, thereby reducing or eliminating the Portfolio's exposure to the credit risk of its original counterparty. The Portfolio will be required to post specified levels of margin with the clearinghouse or at the instruction of the clearinghouse; the margin required by a clearinghouse may be greater than the margin the Portfolio would be required to post in an uncleared transaction.

Swaps are marked to market daily based upon quotations from pricing agents, brokers, or market makers and the change in value, if any, is

recorded as unrealized appreciation or depreciation. Any payments made or received upon entering into a swap would be amortized or accreted over the life of the swap and recorded as a realized gain or loss. Early termination of a swap is recorded as a realized gain or loss. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for the change in value as appropriate on the Statement of Assets and Liabilities.

The Portfolio bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of the swap counterparty. The Portfolio may be able to eliminate its exposure under a swap either by assignment or other disposition, or by entering into an offsetting swap with the same party or a similar credit-worthy party. Swaps are not actively traded on financial markets. Entering into swaps involves elements of credit, market, leverage, liquidity, operational, counterparty and legal/documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibilities that there will be no liquid market for these swaps, that the counterparty to the swaps may default on its obligation to perform or disagree as to the meaning of the contractual terms in the swaps and that there may be unfavorable changes in interest rates, the price of the index or the security underlying these transactions, among other risks.

Equity Swaps (Total Return Swaps). Total return swap contracts are agreements between counterparties to exchange cash flow, one based on a market-linked return of an individual asset or group of assets (such as an index), and the other on a fixed or floating rate. As a total return swap, an equity swap may be structured in different ways. For example, when the Portfolio enters into a “long” equity swap, the counterparty may agree to pay the Portfolio the amount, if any, by which the notional amount of the equity swap would have increased in value had it been invested in a particular referenced security or securities, plus the dividends that would have been received on those securities. In return, the Portfolio will generally agree to pay the counterparty interest on the notional amount of the equity swap plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such referenced security or securities, plus, in certain instances, commissions or trading spreads on the notional amounts. Therefore, the Portfolio's return on the equity swap generally should equal the gain or loss on the notional amount, plus dividends on the referenced security or securities less the interest paid by the Portfolio on the notional amount. Alternatively, when the Portfolio enters into a “short” equity swap, the counterparty will generally agree to pay the Portfolio the amount, if any, by which the notional amount of the equity swap would have decreased in value had the Portfolio sold a particular referenced security or securities short, less the dividend expense that the Portfolio would have incurred on the referenced security or securities, as adjusted for interest payments or other economic factors. In this situation, the Portfolio will generally be obligated to pay the amount, if any, by which the notional amount of the swap would have increased in value had it been invested directly in the referenced security or securities.

Equity swaps generally do not involve the delivery of securities or other referenced assets. Accordingly, the risk of loss with respect to equity

 

24 MainStay VP IQ Hedge Multi-Strategy Portfolio

swaps is normally limited to the net amount of payments that the Portfolio is contractually obligated to make. If the other party to an equity swap defaults, the Portfolio's risk of loss consists of the net amount of payments that the Portfolio is contractually entitled to receive, if any. The Portfolio will segregate cash or liquid assets, enter into offsetting transactions or use other measures permitted by applicable law to “cover” the Portfolio's current obligations. The Portfolio and New York Life Investments, however, believe these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to the Portfolio's borrowing restrictions.

Equity swaps are derivatives and their value can be very volatile. The Portfolio may engage in total return swaps to gain exposure to emerging markets securities, along with offsetting long total return swap positions to maintain appropriate currency balances and risk exposures across all swap positions. To the extent that the Manager, or the Subadvisor do not accurately analyze and predict future market trends, the values or assets or economic factors, the Portfolio may suffer a loss, which may be substantial.

(H) Foreign Currency Transactions. The Portfolio's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates:

(i) market value of investment securities, other assets and liabilities— at the valuation date; and

(ii) purchases and sales of investment securities, income and expenses—at the date of such transactions.

The assets and liabilities that are denominated in foreign currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented.

Net realized gain (loss) on foreign currency transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Portfolio's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses.

(I) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency

agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(J) Foreign Securities Risk. The Portfolio may invest in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Portfolio's ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Portfolio's investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

(K) Counterparty Credit Risk. In order to better define its contractual rights and to secure rights that will help the Portfolio mitigate its counterparty risk, the Portfolio may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its counterparties. An ISDA Master Agreement is a bilateral agreement between the Portfolio and a counterparty that governs certain OTC derivatives and typically contains collateral posting terms and netting provisions. Under an ISDA Master Agreement, the Portfolio may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/ or receivables with collateral held and/or posted and create one single net

25

Notes to Financial Statements (continued)

payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. Bankruptcy or insolvency laws of a particular jurisdiction may restrict or prohibit the right of offset in bankruptcy, insolvency or other events. In addition, certain ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels or if the Portfolio fails to meet the terms of its ISDA Master Agreements. The result would cause the Portfolio to accelerate payment of any net liability owed to the counterparty.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statement of Assets and Liabilities.

(L) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

(M) Quantitative Disclosure of Derivative Holdings. The following tables show additional disclosures related to the Portfolio's derivative and hedging activities, including how such activities are accounted for and their effect on the Portfolio's financial positions, performance and cash flows.

The Portfolio utilizes a range of derivative instruments for a variety of different purposes. Total return swaps (“TRS”) are one form of derivative that is used. In some cases, TRS contracts are entered into so as to affect long and short exposure to individual securities or indices within a particular strategy. In other cases, TRS are used to gain exposure to the strategy itself, which may also use derivatives. For example, a TRS contract is used to generate the return available from a customized index comprised of a diversified basket of exchange-traded futures. Other examples of derivative positions into which the Portfolio may enter include interest rate swaps, credit default swaps and option contracts. These instruments are frequently used to obtain a desired return at a lower cost to the Portfolio than is available when investing directly in the underlying instrument or to hedge against credit and interest rate risks. The Portfolio may also enter into foreign currency forward contracts to gain exposure to a particular currency or to hedge against the risk of loss due to changing currency exchange rates. These derivatives are not accounted for as hedging instruments.

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2023:

Net Realized Gain (Loss) from:	Equity Contracts Risk	Total
Swap Transactions	$(1,006,017)	$(1,006,017)
Total Net Realized Gain (Loss)	$(1,006,017)	$(1,006,017)

Average Notional Amount	Total
Swap Contracts Long	$ 17,659,202
Swap Contracts Short	$(17,680,448)

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio’s Manager, pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. IndexIQ Advisors LLC (“IndexIQ Advisors” or “Subadvisor”), a registered investment adviser and an affiliate of New York Life Investments, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and IndexIQ Advisors, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of 0.75% of the Portfolio's average daily net assets.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that the Total Annual Portfolio Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) portfolio/fund fees and expenses) of Initial Class shares and Service Class shares do not exceed 0.70% and 0.95%, respectively, of the Portfolio's average daily net assets. This agreement will remain in effect until May 1, 2024, and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $2,061,715 and waived

 

26 MainStay VP IQ Hedge Multi-Strategy Portfolio

fees and/or reimbursed expenses in the amount of $283,457 and paid the Subadvisor fees in the amount of $889,234.

JPMorgan provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$303,027,930	$5,860,745	$(1,513,018)	$4,347,727

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$—	$(74,495,096)	$—	$4,354,883	$(70,140,213)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments. The other

temporary differences are primarily due to deferral of specified late year ordinary losses of $968,185.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $73,521,468, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$57,771	$15,750

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$11,751,645	$5,106,253

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily SOFR + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

27

Notes to Financial Statements (continued)

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of securities, other than short-term securities, were $293,966 and $336,197, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	92,848	$ 783,651
Shares issued to shareholders in reinvestment of distributions	69,798	588,271
Shares redeemed	(253,924)	(2,101,275)
Net increase (decrease)	(91,278)	$ (729,353)
Year ended December 31, 2022:
Shares sold	56,268	$ 474,155
Shares issued to shareholders in reinvestment of distributions	30,435	245,307
Shares redeemed	(90,997)	(758,670)
Net increase (decrease)	(4,294)	$ (39,208)
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	986,872	$ 8,281,836
Shares issued to shareholders in reinvestment of distributions	1,325,351	11,163,374
Shares redeemed	(6,786,433)	(56,799,042)
Net increase (decrease)	(4,474,210)	$(37,353,832)
Year ended December 31, 2022:
Shares sold	820,504	$ 6,841,290
Shares issued to shareholders in reinvestment of distributions	605,130	4,860,946
Shares redeemed	(7,550,160)	(62,743,199)
Net increase (decrease)	(6,124,526)	$(51,040,963)

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

 

28 MainStay VP IQ Hedge Multi-Strategy Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP IQ Hedge Multi-Strategy Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP IQ Hedge Multi-Strategy Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

29

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP IQ Hedge Multi-Strategy Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and IndexIQ Advisors LLC (“IndexIQ”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and IndexIQ in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and IndexIQ in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or IndexIQ that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, IndexIQ personnel.  In addition, the Board took into account

other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by the applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and IndexIQ; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and IndexIQ; (iii) the costs of the services provided, and profits realized, by New York Life Investments and IndexIQ with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

30 MainStay VP IQ Hedge Multi-Strategy Portfolio

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and IndexIQ.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and IndexIQ resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments and IndexIQ

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure. The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by IndexIQ, evaluating the performance of IndexIQ, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions. The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio. The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of IndexIQ and ongoing analysis of, and interactions with, IndexIQ with respect to, among other things, the Portfolio’s investment performance and risks as well as IndexIQ’s investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory

services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that IndexIQ provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated IndexIQ’s experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and IndexIQ’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at IndexIQ.  The Board considered New York Life Investments’ and IndexIQ’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and IndexIQ and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered IndexIQ’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and IndexIQ regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board

31

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmarks, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of IndexIQ and the members of the Board’s Investment Committee, which generally occur on an annual basis.    In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the three- and five-year periods ended July 31, 2023, and performed favorably compared to its peer funds for the one-year period ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments and IndexIQ regarding the Portfolio’s investment performance.

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and IndexIQ

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates, including IndexIQ, due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  Because IndexIQ is an affiliate of New York Life Investments whose subadvisory fee is paid by New York Life Investments, not the Portfolio, the Board considered cost and profitability information for New York Life Investments and IndexIQ in the aggregate.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.

In evaluating the costs of the services provided by New York Life Investments and IndexIQ, and profitability of New York Life Investments and its affiliates, including IndexIQ due to their relationships with the

Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’, including IndexIQ’s, continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and IndexIQ and acknowledged that New York Life Investments and IndexIQ must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and IndexIQ to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable. The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable.

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, including IndexIQ, due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to IndexIQ from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to IndexIQ in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities. In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and

 

32 MainStay VP IQ Hedge Multi-Strategy Portfolio

insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates, including IndexIQ, due to their relationships with the Portfolio were not excessive and other expected benefits that may accrue to New York Life Investments and its affiliates, including IndexIQ, are reasonable.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to IndexIQ is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and IndexIQ on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of voluntary waivers and expense limitation arrangements on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds.

Because the Portfolio invests primarily in ETFs, the Board also considered information provided by New York Life Investments regarding the fees and expenses associated with the Portfolio’s investments in ETFs, including New York Life Investments’ finding that the Portfolio’s fees and expenses do not duplicate the fees and expenses of the corresponding acquired ETF (when required by Rule 12d1-4 under the 1940 Act).

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale 

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels.

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

33

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

34

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

35

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

36 MainStay VP IQ Hedge Multi-Strategy Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

37

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

38 MainStay VP IQ Hedge Multi-Strategy Portfolio

MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015925 MSVPARM11-02/24

(NYLIAC) NI506

MainStay VP Balanced Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	9
Portfolio of Investments	12
Financial Statements	21
Notes to Financial Statements	25
Report of Independent Registered Public Accounting Firm	33
Board Consideration and Approval of Management Agreement and Subadvisory Agreements	34
Proxy Voting Policies and Procedures and Proxy Voting Record	39
Shareholder Reports and Quarterly Portfolio Disclosure	39
Board of Trustees and Officers	40

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date1, 2	One Year	Five Years	Ten Years	Gross Expense Ratio3
Initial Class Shares	5/2/2005	7.55%	8.42%	6.16%	0.71%
Service Class Shares	5/2/2005	7.28	8.15	5.90	0.96

1.	The Portfolio’s equity subadvisor changed effective January 1, 2018, due to an organizational restructuring whereby all investment personnel of Cornerstone Capital Management Holdings LLC, the former subadvisor, transitioned to MacKay Shields LLC. The past performance in the graph and table prior to that date reflects the Portfolio’s prior subadvisor for the equity portion of the Portfolio.
2.	Effective May 1, 2021, the Portfolio replaced the subadvisor to the equity portion of the Portfolio and modified the equity portion of the Portfolio's principal investment strategies. The past performance in the graph and table prior to that date reflects the Portfolio’s prior subadvisor and principal investment strategies for the equity portion of the Portfolio.
3.	The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

The footnotes on the next page are an integral part of the table and graph and should be carefully read in conjunction with them.

5

Benchmark Performance*	One Year	Five Years	Ten Years
Russell 1000® Value Index1	11.46%	10.91%	8.40%
Bloomberg U.S. Intermediate Government/Credit Bond Index2	5.24	1.59	1.72
Balanced Composite Index3	9.13	7.51	5.97
Morningstar Moderate Allocation Category Average4	13.78	8.16	6.07

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Portfolio has selected the Russell 1000® Value Index as its primary benchmark. The Russell 1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000® Index companies with lower price-to-book ratios and lower expected growth values.
2.	The Portfolio has selected the Bloomberg U.S. Intermediate Government/Credit Bond Index as a secondary benchmark. The Bloomberg U.S. Intermediate Government/Credit Bond Index measures the performance of U.S. dollar denominated U.S. treasuries, government related and investment grade U.S. corporate securities that have a remaining maturity of greater than one year and less than ten years.
3.	The Portfolio has selected the Balanced Composite Index as an additional benchmark. The Balanced Composite Index consists of the Russell 1000® Value Index and the Bloomberg U.S. Intermediate Government/Credit Bond Index weighted 60%/40%, respectively.
4.	The Morningstar Moderate Allocation Category Average is representative of funds in allocation categories that seek to provide both income and capital appreciation by primarily investing in multiple asset classes, including stocks, bonds, and cash. These moderate strategies seek to balance preservation of capital with appreciation. They typically expect volatility similar to a strategic equity exposure between 50% and 70%. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

The footnotes on the preceding page are an integral part of the table and graph and should be carefully read in conjunction with them.

6 MainStay VP Balanced Portfolio

Cost in Dollars of a $1,000 Investment in MainStay VP Balanced Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,056.70	$3.58	$1,021.73	$3.52	0.69%
Service Class Shares	$1,000.00	$1,055.30	$4.87	$1,020.47	$4.79	0.94%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

7

Portfolio Composition as of December 31, 2023 (Unaudited)

See Portfolio of Investments beginning on page 12 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	U.S. Treasury Notes, 2.50%-5.00%, due 5/15/24–11/15/33
2.	iShares Intermediate Government/Credit Bond ETF
3.	JPMorgan Chase & Co.
4.	iShares Russell 1000 Value ETF
5.	Vanguard Russell 1000 Value

6.	Johnson & Johnson
7.	Merck & Co., Inc.
8.	Cisco Systems, Inc.
9.	PNC Financial Services Group, Inc.
10.	Morgan Stanley

8 MainStay VP Balanced Portfolio

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of portfolio managers Jae S. Yoon, CFA, and Jonathan Swaney of New York Life Investment Management LLC, the Portfolio’s Manager; Kenneth Sommer and Matthew Downs of NYL Investors LLC, the Portfolio’s fixed-income Subadvisor; and Adam H. Illfelder, CFA, of Wellington Management Company LLP (“Wellington”), the Portfolio’s equity Subadvisor.

How did MainStay VP Balanced Portfolio perform relative to its benchmarks and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Balanced Portfolio returned 7.55% for Initial Class shares and 7.28% for Service Class shares. Over the same period, both share classes underperformed the 11.46% return of the Russell 1000^® Value Index, which is the Portfolio’s primary benchmark, and outperformed the 5.24% return of the Bloomberg U.S. Intermediate Government/Credit Bond Index, which is a secondary benchmark of the Portfolio. For the 12 months ended December 31, 2023, both share classes underperformed the 9.13% return of the Balanced Composite Index, which is an additional benchmark of the Portfolio, and the 13.78% return of the Morningstar Moderate Allocation Category Average.¹

Were there any changes to the Portfolio during the reporting period?

Effective June 30, 2023, AJ Rzad was removed as a portfolio manager of the Portfolio. Please see the supplement dated March 3, 2023, for more information.

What factors affected the relative performance of the equity portion of the Portfolio during the reporting period?

The equity portion of the Portfolio underperformed the Russell 1000^® Value Index primarily due to security selection, driven by weak selection in the industrials, information technology and utilities sectors.

Which market segments were the strongest positive contributors to relative performance in the equity portion of the Portfolio, and which market segments detracted the most?

The energy sector made the strongest contribution to relative returns, due to positive stock selection and overweight sector exposure. (Contributions take weightings and total returns into account.) Financials and real estate were top positive contributors as well, as a result of strong security selection in both sectors. Conversely, the industrials sector detracted most from the Portfolio’s performance relative to the Russell 1000^® Value Index, driven by unfavorable security selection and underweight sector exposure. Communication services and information technology also notably detracted from relative performance.

During the reporting period, which individual stocks made the strongest positive contributions to the Portfolio’s absolute performance and which stocks detracted the most?

The strongest positive contributors to the absolute performance of the equity portion of the Portfolio included holdings in technology conglomerate Alphabet, financial services company JPMorgan Chase and alternative investor manager Ares Management. Alphabet shares rose as consecutive quarterly earnings beat expectations. Revenue growth in the company’s cloud computing unit, stabilizing advertising demand, potential upside driven by artificial intelligence (“AI”) and cost management all contributed to the positive market sentiment. JPMorgan Chase shares gained ground as the company reported consecutive quarterly earnings beats, driven by healthy consumer spending, strong growth in loans and high interest rates. Shares of Ares Management climbed based on the company’s strong fundraising momentum and new capital commitments, as well as easing inflation.

The most significant detractors included pharmaceutical company Pfizer, utility and power generation company AES, and U.S.-based aerospace and defense conglomerate RTX (formerly known as Raytheon Technologies). Pfizer shares declined after the company reported mixed results for their obesity and diabetes drugs study. Soft demand for COVID-19 related products put further pressure on the company's shares. AES shares fell as utilities stocks were pressured by elevated interest rates. RTX shares lost ground after the company disclosed a manufacturing defect in some of its popular jet airliner engines, which led management to trim cash flow guidance for the year. We eliminated the Portfolio’s positions in AES and RTX.

Did the equity portion of the Portfolio make any significant purchases or sales during the reporting period?

Notable purchases during the reporting period included new positions in pharmaceutical company Johnson & Johnson and shipping and supply-chain management company United Parcel Services (“UPS”). The Portfolio initiated a position in Johnson & Johnson as we gained conviction in the three- to five-year growth outlook for the company’s pharmaceutical business, coupled with a positive, albeit modestly lower, growth rate in the medical technology segment. We also believed that Johnson & Johnson’s spinoff of Kenvue, the company’s former consumer health care

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

9

division, improves the growth profile of the remaining company. Meanwhile, management’s focus on settling the issue of talc liability could remove the overhang on the stock, supporting a rerate higher. The Portfolio initiated a position in UPS, reflecting our belief that the prevailing valuation overly discounted near-term earnings uncertainty. Once UPS digests year-one of its new union contracts and recoups the related market share loss over 2024, the company can use labor efficiency gains and potential network redesign to drive strong incremental margins in its domestic package business and realize earnings upside over the medium term.

Notable sales included eliminating the Portfolio’s position in U.S.-based pharmaceutical company Eli Lilly and Alphabet, described above, as both companies’ valuations moved to premium levels. We redeployed the capital where we saw more attractive risk/reward tradeoffs.

How did sector weightings in the equity portion of the Portfolio change during the reporting period?

The most notable increases in sector exposures relative to the Russell 1000^® Value Index were to health care and financials. Notable reductions in relative sector exposure included information technology and industrials.

How was the equity portion of the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the equity portion of the Portfolio held its most overweight positions relative to the Russell 1000^® Value Index in the health care, financials and information technology sectors. As of the same date, the Portfolio’s most significantly underweight equity positions were in materials, consumer staples and industrials.

What factors affected the relative performance of the fixed-income portion of the Portfolio during the reporting period?

The fixed-income portion of the Portfolio held overweight positions relative to the Bloomberg U.S. Intermediate Government/Credit Bond Index in asset-backed securities (“ABS”) and commercial mortgage-backed securities (“CMBS”) throughout the reporting period. To facilitate these overweight positions, the Portfolio

maintained an underweight position in the U.S. Treasury and government agency sectors.

The best performing sector during the reporting period was corporates. Within the corporate sector, overweight positioning in the banking, communications and electric subcomponents had the most positive impact on performance relative to the Index. Overweight positioning in the ABS sector was also accretive to relative performance. Within the floating-rate subcomponent of the ABS sector, overweight positions in AAA and AA collateralized loan obligations (CLO) were accretive to performance.² Within the fixed-rate subcomponent of the ABS sector, specialty finance was the primary driver of outperformance.

The U.S. Treasury sector was the worst performing sector relative to the Index during the reporting period. Underweight positioning in the non-corporate sector, led by the taxable munis and sovereign subsectors, also detracted from relative performance.

During the reporting period, how was the performance of the fixed-income portion of the Portfolio materially affected by investments in derivatives?

The use of derivatives in the fixed income portion of the Portfolio was limited to interest rate derivatives used to keep the duration³ of the Portfolio in line with our target. These interest rate derivatives had a negative impact on performance during the reporting period.

What was the duration strategy of the fixed-income portion of the Portfolio during the reporting period?

During the reporting period, the fixed-income portion of the Portfolio maintained a duration relatively close to that of the Bloomberg U.S. Intermediate Government/Credit Bond Index. On two occasions, the duration of the Portfolio differed significantly from that of the Index. During the first half of the reporting period, the Portfolio held a shorter duration than the Index in the 2-year part of the yield curve⁴, while simultaneously holding a longer duration than the Index in the 10-year part of the curve. This strategy had a slightly negative impact on performance. In the second half of the reporting period, the Portfolio held a longer duration in the 5-year part of the curve relative to the Index. This strategy also had a negative impact on performance. As of

2. An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s (“S&P”), and in the opinion of S&P, the obligor’s capacity to meet its financial commitment on the obligation is extremely strong. An obligation rated ‘AA’ by S&P is deemed by S&P to differ from the highest-rated obligations only to a small degree. In the opinion of S&P, the obligor's capacity to meet its financial commitment on the obligation is very strong. When applied to Fund holdings, ratings are based solely on the creditworthiness of the bonds in the portfolio and are not meant to represent the security or safety of the Fund.

3. Duration is a measure of the price sensitivity of a fixed-income investment to changes in interest rates. Duration is expressed as a number of years and is considered a more accurate sensitivity gauge than average maturity.

4. The yield curve is a line that plots the yields of various securities of similar quality—typically U.S. Treasury issues—across a range of maturities. The U.S. Treasury yield curve serves as a benchmark for other debt and is used in economic forecasting.

10 MainStay VP Balanced Portfolio

December 31, 2023, the effective duration of the Portfolio was 3.83 years compared to a duration of 3.81 years for the Index.

During the reporting period, which market segments made the strongest positive contributions to the absolute performance of the fixed-income portion of the Portfolio and which market segments were particularly weak?

The corporate sector made the strongest contribution to the absolute performance of the fixed-income portion of the Portfolio. (Contributions take weightings and total returns into account.) Within the sector, the financial subcomponent was the most accretive to absolute performance. The second largest contributor to absolute performance was the U.S. Treasury sector. Within the ABS sector, the Portfolio’s allocation to AAA and AA CLOs was also accretive to absolute performance.

The mortgage-backed securities (“MBS”) sector was the worst performing sector during the reporting period, followed by CMBS and government agencies.

Within the interest rate complex, the Portfolio’s yield curve positioning was accretive to absolute performance, while the Portfolio’s duration positioning detracted.

Among individual issues, those producing the strongest absolute performance during the reporting period were issued by Bank of America, PG&E, Citigroup, UBS Group and Wells Fargo. The bonds with the weakest absolute performance were issued by Alexandria Real Estate Equities, ING Groep, Swedbank, National Australia Bank and Nissan Motor.

Did the fixed-income portion of the Portfolio make any significant purchases or sales during the reporting period?

The largest purchases made by the fixed-income portion of the Portfolio during the reporting period included bonds issued by financial institutions Barclays, U.S. Bancorp, Bank of America, Credit Suisse (New York branch) and PNC Financial Services Group.

The Portfolio’s most significant sales during the same period were bonds issued by software firm Oracle, midstream oil & gas company ONEOK, consumer electronic company Apple, financial company Nordea Bank, and electric utility Virginia Electric and Power.

During the reporting period, how did sector weightings change in the fixed-income portion of the Portfolio?

We increased the fixed-income portion of the Portfolio’s exposure to AAA CLOs during the first quarter of the reporting period, based on our expectation that the U.S. Federal Reserve would continue raising interest rates, and due to the floating-rate nature of the securities. In addition, the option-adjusted spread⁵ (“OAS”) being offered on AAA CLOs was close to the highest level in two years.

During the second quarter of 2023, we increased the Portfolio’s corporate credit allocation, as fallout from the regional banking crisis put upward pressure on credit spreads,⁶ ultimately offering more relative value opportunities across the sector. The increase in credit exposure was primarily focused within the financial sector.

In the middle of the reporting period, we increased the Portfolio’s allocation to AAA non-agency mortgages, seeing value versus competing 2–3–year duration assets, with OAS close to 200 basis points over matched-duration U.S. Treasury securities. (A basis point is one one-hundredth of a percentage point.)

We decreased the Portfolio’s corporate credit allocation in the third quarter of 2023, as fears surrounding negative impacts from the regional banking crisis in March subsided, resulting in tighter corporate credit spreads. The decrease in credit exposure was primarily focused within the financial sector.

How was the fixed-income portion of the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the fixed-income portion of the Portfolio held overweight exposure relative to the Bloomberg U.S. Intermediate Government/Credit Bond Index in corporates, ABS, CMBS and MBS. The largest overweight allocation among spread assets was to the ABS sector. As of the same date, the Portfolio held relatively underweight positions in the U.S. Treasury and government agency sectors. 

5. An option-adjusted spread is the measurement of the spread of a fixed-income security rate and the risk-free rate of return, which is then adjusted to take into account an embedded option.

6. The terms “spread” and “yield spread” may refer to the difference in yield between a security or type of security and comparable U.S. Treasury issues. The terms may also refer to the difference in yield between two specific securities or types of securities at a given time.

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

11

Portfolio of Investments December 31, 2023^{†^}

	Principal Amount	Value
Long-Term Bonds 33.3%
Asset-Backed Securities 1.1%
Other Asset-Backed Securities 1.1%
Apidos CLO XXX
Series XXXA, Class A2
7.257% (3 Month SOFR + 1.862%), due 10/18/31 (a)(b)	$      650,000	$     648,200
ARES XXXVIII CLO Ltd.
Series 2015-38A, Class BR
7.077% (3 Month SOFR + 1.662%), due 4/20/30 (a)(b)	400,000	396,898
Ballyrock CLO 23 Ltd.
Series 2023-23A, Class A1
7.358% (3 Month SOFR + 1.98%), due 4/25/36 (a)(b)	600,000	603,288
Benefit Street Partners CLO XXX Ltd.
Series 2023-30A, Class A
7.478% (3 Month SOFR + 2.10%), due 4/25/36 (a)(b)	600,000	603,019
Carlyle Global Market Strategies CLO Ltd.
Series 2013-3A, Class A2R
7.055% (3 Month SOFR + 1.662%), due 10/15/30 (a)(b)	800,000	791,519
Palmer Square CLO Ltd.
Series 2015-2A, Class A2R2
7.227% (3 Month SOFR + 1.812%), due 7/20/30 (a)(b)	750,000	749,950
Store Master Funding I-VII XIV XIX XX
Series 2021-1A, Class A1
2.12%, due 6/20/51 (a)	240,703	203,404
Total Asset-Backed Securities (Cost $4,036,651)		3,996,278
Corporate Bonds 12.7%
Aerospace & Defense 0.1%
Boeing Co. (The)
5.15%, due 5/1/30	230,000	234,142
5.805%, due 5/1/50	95,000	98,377
HEICO Corp.
5.35%, due 8/1/33	170,000	174,039
		506,558
Auto Manufacturers 0.4%
Ford Motor Co.
3.25%, due 2/12/32	175,000	145,548
Ford Motor Credit Co. LLC
4.542%, due 8/1/26	355,000	343,750

	Principal Amount	Value
Auto Manufacturers (continued)
General Motors Financial Co., Inc.
6.05%, due 10/10/25	$      505,000	$     510,749
Hyundai Capital America
5.68%, due 6/26/28 (a)	460,000	468,860
		1,468,907
Auto Parts & Equipment 0.1%
Aptiv plc
3.25%, due 3/1/32	260,000	229,683
Banks 5.1%
ABN AMRO Bank NV
6.339% (1 Year Treasury Constant Maturity Rate + 1.65%), due 9/18/27 (a)(b)	315,000	321,874
Bank of America Corp. (c)
1.734%, due 7/22/27	845,000	774,148
1.922%, due 10/24/31	205,000	166,429
2.087%, due 6/14/29	675,000	594,890
5.202%, due 4/25/29	530,000	533,279
Bank of New York Mellon Corp. (The)
6.474%, due 10/25/34 (c)	140,000	155,076
Barclays plc
5.829%, due 5/9/27 (c)	780,000	786,975
7.385% (1 Year Treasury Constant Maturity Rate + 3.30%), due 11/2/28 (b)	325,000	347,317
Citigroup, Inc. (c)
2.014%, due 1/25/26	733,000	704,349
5.61%, due 9/29/26	885,000	891,447
6.174%, due 5/25/34	325,000	336,302
Citizens Bank NA
6.064%, due 10/24/25 (c)	320,000	312,182
Credit Suisse AG
7.95%, due 1/9/25	805,000	822,727
Danske Bank A/S
6.466% (1 Year Treasury Constant Maturity Rate + 2.10%), due 1/9/26 (a)(b)	690,000	694,892
Deutsche Bank AG
7.079%, due 2/10/34 (c)	210,000	215,953
Fifth Third Bancorp
6.361%, due 10/27/28 (c)	315,000	326,842
Goldman Sachs Group, Inc. (The)
5.70%, due 11/1/24	710,000	711,693
HSBC Holdings plc (c)
6.547%, due 6/20/34	260,000	271,736
7.39%, due 11/3/28	395,000	423,257

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Balanced Portfolio

	Principal Amount	Value
Corporate Bonds (continued)
Banks (continued)
Huntington National Bank (The)
5.65%, due 1/10/30	$      455,000	$     458,830
JPMorgan Chase & Co. (c)
1.578%, due 4/22/27	790,000	729,031
4.565%, due 6/14/30	440,000	430,567
5.546%, due 12/15/25	595,000	595,379
Mitsubishi UFJ Financial Group, Inc.
5.406% (1 Year Treasury Constant Maturity Rate + 1.97%), due 4/19/34 (b)(d)	200,000	207,129
Morgan Stanley (c)
4.679%, due 7/17/26	1,150,000	1,138,963
5.123%, due 2/1/29	120,000	120,546
6.296%, due 10/18/28	140,000	146,655
Morgan Stanley Bank NA
4.754%, due 4/21/26	340,000	339,771
National Securities Clearing Corp.
5.00%, due 5/30/28 (a)	300,000	305,620
PNC Financial Services Group, Inc. (The) (c)
5.812%, due 6/12/26	330,000	331,980
6.615%, due 10/20/27	430,000	446,048
6.875%, due 10/20/34	320,000	355,244
Royal Bank of Canada
5.66%, due 10/25/24 (d)	625,000	626,430
Truist Financial Corp.
5.122%, due 1/26/34 (c)	130,000	125,879
U.S. Bancorp (c)
4.653%, due 2/1/29 (d)	290,000	285,432
5.775%, due 6/12/29	395,000	405,805
6.787%, due 10/26/27	305,000	318,440
UBS Group AG (a)
6.327% (1 Year Treasury Constant Maturity Rate + 1.60%), due 12/22/27 (b)	440,000	453,484
6.442%, due 8/11/28 (c)	440,000	456,939
Wells Fargo & Co. (c)
5.389%, due 4/24/34	340,000	341,477
6.303%, due 10/23/29	495,000	521,691
		18,532,708
Beverages 0.1%
Constellation Brands, Inc.
4.90%, due 5/1/33	270,000	271,629
Keurig Dr Pepper, Inc.
4.05%, due 4/15/32	90,000	86,606
		358,235

	Principal Amount	Value
Biotechnology 0.3%
Amgen, Inc.
4.05%, due 8/18/29	$      500,000	$     489,500
5.15%, due 3/2/28	250,000	255,938
5.25%, due 3/2/30	165,000	169,619
		915,057
Chemicals 0.3%
Celanese US Holdings LLC
6.33%, due 7/15/29	335,000	351,171
6.55%, due 11/15/30	185,000	195,569
RPM International, Inc.
2.95%, due 1/15/32	450,000	379,217
		925,957
Commercial Services 0.1%
Global Payments, Inc.
2.15%, due 1/15/27	325,000	299,194
Computers 0.0%  ‡
Dell International LLC
5.75%, due 2/1/33 (d)	120,000	126,420
Diversified Financial Services 0.7%
Air Lease Corp.
0.70%, due 2/15/24	550,000	546,581
American Express Co.
6.489%, due 10/30/31 (c)	305,000	330,762
Ares Management Corp.
6.375%, due 11/10/28	335,000	351,169
Blackstone Holdings Finance Co. LLC
5.90%, due 11/3/27 (a)(d)	500,000	518,747
Charles Schwab Corp. (The)
6.196%, due 11/17/29 (c)	370,000	388,000
Intercontinental Exchange, Inc.
4.35%, due 6/15/29	590,000	588,090
		2,723,349
Electric 1.5%
AEP Texas, Inc.
4.70%, due 5/15/32	45,000	43,946
American Electric Power Co., Inc.
5.625%, due 3/1/33	175,000	182,313
Appalachian Power Co.
Series BB
4.50%, due 8/1/32	35,000	33,689
Arizona Public Service Co.
5.55%, due 8/1/33	330,000	340,974

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Corporate Bonds (continued)
Electric (continued)
Commonwealth Edison Co.
3.10%, due 11/1/24	$      250,000	$     245,470
Duke Energy Carolinas LLC
4.95%, due 1/15/33	170,000	173,148
Duke Energy Corp.
2.45%, due 6/1/30	195,000	169,997
4.50%, due 8/15/32	130,000	125,834
Duke Energy Ohio, Inc.
5.25%, due 4/1/33	60,000	61,812
Enel Finance America LLC
7.10%, due 10/14/27 (a)	200,000	213,422
Entergy Arkansas LLC
5.15%, due 1/15/33	180,000	183,499
Florida Power & Light Co.
5.05%, due 4/1/28	520,000	531,521
Georgia Power Co.
4.65%, due 5/16/28	605,000	609,625
National Rural Utilities Cooperative Finance Corp.
5.05%, due 9/15/28	260,000	266,747
NextEra Energy Capital Holdings, Inc.
6.051%, due 3/1/25	230,000	232,048
Pacific Gas and Electric Co.
5.45%, due 6/15/27	320,000	322,578
6.10%, due 1/15/29	190,000	196,612
6.15%, due 1/15/33	365,000	378,310
6.40%, due 6/15/33	90,000	94,700
PECO Energy Co.
4.90%, due 6/15/33	245,000	249,074
Southern California Edison Co.
5.30%, due 3/1/28	310,000	318,164
5.95%, due 11/1/32	145,000	155,777
Southern Co. (The)
5.15%, due 10/6/25	190,000	190,406
5.70%, due 10/15/32	90,000	94,481
		5,414,147
Entertainment 0.1%
Warnermedia Holdings, Inc.
4.054%, due 3/15/29	192,000	182,168
Environmental Control 0.1%
Waste Connections, Inc.
2.60%, due 2/1/30	380,000	340,924

	Principal Amount	Value
Food 0.0%  ‡
Kraft Heinz Foods Co.
3.75%, due 4/1/30	$      105,000	$     100,321
Gas 0.1%
CenterPoint Energy Resources Corp.
1.75%, due 10/1/30 (d)	420,000	348,717
Southwest Gas Corp.
5.45%, due 3/23/28	180,000	183,984
		532,701
Healthcare-Products 0.1%
Baxter International, Inc.
3.95%, due 4/1/30	480,000	454,613
Healthcare-Services 0.1%
HCA, Inc.
3.625%, due 3/15/32	420,000	375,553
Insurance 0.2%
Corebridge Financial, Inc.
3.85%, due 4/5/29	275,000	259,133
RGA Global Funding
6.00%, due 11/21/28 (a)	555,000	575,431
		834,564
Internet 0.2%
Amazon.com, Inc.
2.10%, due 5/12/31	355,000	306,120
Meta Platforms, Inc.
3.85%, due 8/15/32	365,000	347,166
		653,286
Investment Companies 0.1%
Blackstone Private Credit Fund
7.05%, due 9/29/25	350,000	356,188
Media 0.2%
Charter Communications Operating LLC
2.80%, due 4/1/31	165,000	139,171
Paramount Global
4.20%, due 5/19/32	490,000	437,327
		576,498
Miscellaneous—Manufacturing 0.0%  ‡
3M Co.
3.05%, due 4/15/30	169,000	152,323

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Balanced Portfolio

	Principal Amount	Value
Corporate Bonds (continued)
Oil & Gas 0.1%
Phillips 66 Co.
3.15%, due 12/15/29	$      455,000	$     416,221
Pharmaceuticals 0.2%
AbbVie, Inc.
2.95%, due 11/21/26 (d)	190,000	182,191
CVS Health Corp.
3.75%, due 4/1/30	140,000	131,698
5.30%, due 6/1/33	55,000	56,442
Merck & Co., Inc.
2.15%, due 12/10/31	385,000	328,693
Pfizer Investment Enterprises Pte. Ltd.
4.75%, due 5/19/33	175,000	175,393
		874,417
Pipelines 0.4%
Columbia Pipelines Operating Co. LLC
5.927%, due 8/15/30 (a)	215,000	222,313
Energy Transfer LP
3.75%, due 5/15/30	150,000	139,294
5.75%, due 2/15/33	165,000	170,111
Enterprise Products Operating LLC
5.35%, due 1/31/33	350,000	366,297
MPLX LP
4.95%, due 9/1/32	82,000	80,236
Targa Resources Partners LP
5.50%, due 3/1/30	595,000	594,893
		1,573,144
Real Estate Investment Trusts 0.4%
American Tower Corp.
2.10%, due 6/15/30	515,000	431,988
CubeSmart LP
2.25%, due 12/15/28 (d)	290,000	256,073
Simon Property Group LP
1.75%, due 2/1/28	375,000	336,982
Sun Communities Operating LP
2.70%, due 7/15/31 (d)	345,000	287,472
		1,312,515
Retail 0.3%
AutoZone, Inc.
5.20%, due 8/1/33	330,000	335,868
Home Depot, Inc. (The)
1.875%, due 9/15/31	310,000	259,345
Lowe's Cos., Inc.
4.80%, due 4/1/26	245,000	245,157

	Principal Amount	Value
Retail (continued)
Lowe's Cos., Inc. (continued)
5.00%, due 4/15/33	$      170,000	$     173,617
5.15%, due 7/1/33	85,000	87,334
		1,101,321
Semiconductors 0.4%
Broadcom, Inc.
2.45%, due 2/15/31 (a)	315,000	269,345
Intel Corp.
5.125%, due 2/10/30	235,000	243,715
5.20%, due 2/10/33	170,000	177,595
Micron Technology, Inc.
5.375%, due 4/15/28	310,000	315,457
5.875%, due 9/15/33	170,000	176,814
QUALCOMM, Inc.
2.15%, due 5/20/30	410,000	361,214
		1,544,140
Software 0.2%
Microsoft Corp.
2.525%, due 6/1/50	180,000	122,881
Oracle Corp.
4.50%, due 5/6/28	180,000	179,978
4.90%, due 2/6/33	225,000	223,976
6.15%, due 11/9/29	160,000	172,121
		698,956
Telecommunications 0.6%
AT&T, Inc.
4.35%, due 3/1/29 (d)	775,000	764,854
5.40%, due 2/15/34	40,000	41,253
T-Mobile USA, Inc.
2.625%, due 4/15/26 (d)	545,000	518,369
2.625%, due 2/15/29	130,000	117,036
5.75%, due 1/15/34 (d)	320,000	339,406
Verizon Communications, Inc.
2.10%, due 3/22/28	300,000	271,381
3.376%, due 2/15/25	6,000	5,887
4.016%, due 12/3/29	2,000	1,934
		2,060,120
Transportation 0.1%
Norfolk Southern Corp.
3.00%, due 3/15/32	200,000	177,826
Union Pacific Corp.
2.80%, due 2/14/32 (d)	200,000	177,432
United Parcel Service, Inc.
4.45%, due 4/1/30	180,000	181,727
		536,985

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Corporate Bonds (continued)
Trucking & Leasing 0.1%
Penske Truck Leasing Co. LP (a)
5.75%, due 5/24/26	$      190,000	$     191,505
6.05%, due 8/1/28	130,000	134,743
		326,248
Total Corporate Bonds (Cost $45,920,880)		46,503,421
Mortgage-Backed Securities 0.4%
Agency (Collateralized Mortgage Obligation) 0.1%
FNMA
REMIC, Series 2021-3, Class TI
2.50%, due 2/25/51 (e)	2,141,183	344,139
Commercial Mortgage Loans (Collateralized Mortgage Obligation) 0.1%
Citigroup Commercial Mortgage Trust
Series 2020-GC46, Class A5
2.717%, due 2/15/53	500,000	431,087
Whole Loan (Collateralized Mortgage Obligation) 0.2%
BRAVO Residential Funding Trust
Series 2023-NQM8, Class A1
6.394%, due 10/25/63 (a)(f)	500,000	503,157
Total Mortgage-Backed Securities (Cost $1,359,202)		1,278,383
U.S. Government & Federal Agencies 19.1%
United States Treasury Bonds 0.2%
U.S. Treasury Bonds
4.375%, due 8/15/43	400,000	408,313
4.75%, due 11/15/53	200,000	224,281
		632,594
United States Treasury Notes 18.9%
U.S. Treasury Notes
2.50%, due 5/15/24	5,800,000	5,743,359
4.375%, due 11/30/28	10,150,000	10,386,305
4.375%, due 11/30/30	13,150,000	13,521,898
4.50%, due 11/15/33	4,025,000	4,225,621

	Principal Amount	Value
United States Treasury Notes (continued)
U.S. Treasury Notes (continued)
4.625%, due 11/15/26 (d)	$   15,550,000	$  15,795,399
5.00%, due 10/31/25	19,200,000	19,419,001
		69,091,583
Total U.S. Government & Federal Agencies (Cost $68,496,923)		69,724,177
Total Long-Term Bonds (Cost $119,813,656)		121,502,259
	Shares
Common Stocks 55.6%
Aerospace & Defense 1.7%
General Dynamics Corp.	11,725	3,044,631
L3Harris Technologies, Inc.	15,516	3,267,980
		6,312,611
Air Freight & Logistics 0.9%
United Parcel Service, Inc., Class B	21,518	3,383,275
Automobile Components 0.8%
Gentex Corp.	94,949	3,101,034
Banks 5.2%
JPMorgan Chase & Co.	47,007	7,995,891
M&T Bank Corp.	28,575	3,917,061
New York Community Bancorp, Inc.	293,839	3,005,973
PNC Financial Services Group, Inc. (The)	25,378	3,929,783
		18,848,708
Beverages 1.4%
Keurig Dr Pepper, Inc.	83,507	2,782,453
Pernod Ricard SA, Sponsored ADR	62,982	2,223,265
		5,005,718
Biotechnology 0.9%
Gilead Sciences, Inc.	38,549	3,122,855
Building Products 1.4%
Fortune Brands Innovations, Inc.	28,533	2,172,503
Johnson Controls International plc	54,021	3,113,770
		5,286,273
Capital Markets 4.6%
Ares Management Corp.	24,464	2,909,259
Intercontinental Exchange, Inc.	24,175	3,104,795

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Balanced Portfolio

	Shares	Value
Common Stocks (continued)
Capital Markets (continued)
KKR & Co., Inc.	24,408	$   2,022,203
LPL Financial Holdings, Inc.	9,773	2,224,530
Morgan Stanley	35,533	3,313,452
Raymond James Financial, Inc.	29,393	3,277,320
		16,851,559
Chemicals 0.7%
Axalta Coating Systems Ltd. (g)	71,193	2,418,426
Communications Equipment 2.3%
Cisco Systems, Inc.	103,847	5,246,350
F5, Inc. (g)	17,854	3,195,509
		8,441,859
Containers & Packaging 0.5%
Sealed Air Corp.	49,027	1,790,466
Distributors 0.8%
LKQ Corp.	60,154	2,874,760
Diversified Consumer Services 0.9%
H&R Block, Inc.	65,199	3,153,676
Electric Utilities 0.6%
Exelon Corp.	63,889	2,293,615
Electrical Equipment 0.9%
Emerson Electric Co.	35,139	3,420,079
Electronic Equipment, Instruments & Components 0.9%
Corning, Inc.	101,934	3,103,890
Entertainment 0.8%
Electronic Arts, Inc.	21,903	2,996,549
Financial Services 0.6%
Global Payments, Inc.	18,302	2,324,354
Food Products 0.8%
Archer-Daniels-Midland Co.	38,295	2,765,665
Gas Utilities 0.8%
Atmos Energy Corp.	23,940	2,774,646

	Shares	Value
Ground Transportation 0.7%
Knight-Swift Transportation Holdings, Inc.	43,116	$   2,485,637
Health Care Equipment & Supplies 0.8%
Boston Scientific Corp. (g)	50,073	2,894,720
Health Care Providers & Services 3.1%
Centene Corp. (g)	49,410	3,666,716
Elevance Health, Inc.	8,304	3,915,834
UnitedHealth Group, Inc.	6,756	3,556,832
		11,139,382
Hotel & Resort REITs 0.8%
Host Hotels & Resorts, Inc.	145,269	2,828,387
Household Durables 0.7%
Lennar Corp., Class A	16,082	2,396,861
Insurance 3.0%
American International Group, Inc.	53,706	3,638,581
Chubb Ltd.	16,201	3,661,426
MetLife, Inc.	55,027	3,638,936
		10,938,943
Interactive Media & Services 0.6%
Alphabet, Inc., Class C (g)	16,645	2,345,780
IT Services 0.6%
Amdocs Ltd.	26,813	2,356,595
Machinery 0.7%
Middleby Corp. (The) (g)	16,866	2,482,169
Media 0.7%
Omnicom Group, Inc.	31,102	2,690,634
Multi-Utilities 0.8%
Sempra	40,230	3,006,388
Oil, Gas & Consumable Fuels 4.4%
ConocoPhillips	36,729	4,263,135
Coterra Energy, Inc.	106,559	2,719,386
Diamondback Energy, Inc.	17,646	2,736,542
EOG Resources, Inc.	23,711	2,867,845

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Portfolio of Investments December 31, 2023^{†^} (continued)

	Shares	Value
Common Stocks (continued)
Oil, Gas & Consumable Fuels (continued)
Phillips 66	26,324	$   3,504,777
		16,091,685
Personal Care Products 0.7%
Unilever plc, Sponsored ADR	52,558	2,548,012
Pharmaceuticals 5.6%
AstraZeneca plc, Sponsored ADR	37,324	2,513,771
Johnson & Johnson	38,640	6,056,434
Merck & Co., Inc.	49,465	5,392,674
Pfizer, Inc.	162,959	4,691,590
Roche Holding AG	6,727	1,955,593
		20,610,062
Real Estate Management & Development 0.8%
CBRE Group, Inc., Class A (g)	31,187	2,903,198
Semiconductors & Semiconductor Equipment 2.2%
Analog Devices, Inc.	15,151	3,008,383
NXP Semiconductors NV	11,972	2,749,729
QUALCOMM, Inc.	16,697	2,414,887
		8,172,999
Specialized REITs 1.5%
Crown Castle, Inc.	21,509	2,477,622
Gaming and Leisure Properties, Inc.	62,162	3,067,694
		5,545,316
Specialty Retail 0.4%
Victoria's Secret & Co. (g)	59,556	1,580,616
Total Common Stocks (Cost $178,699,246)		203,287,402
Exchange-Traded Funds 9.1%
iShares Intermediate Government/Credit Bond ETF	148,659	15,573,517
iShares Russell 1000 Value ETF	52,164	8,620,101
Vanguard Intermediate-Term Treasury ETF (d)	31,315	1,857,606
Vanguard Russell 1000 Value	97,602	7,080,049
Total Exchange-Traded Funds (Cost $30,819,363)		33,131,273

	Shares	Value
Short-Term Investments 1.3%
Affiliated Investment Company 0.4%
MainStay U.S. Government Liquidity Fund, 5.235% (h)	1,725,011	$   1,725,011
Unaffiliated Investment Companies 0.9%
Goldman Sachs Financial Square Government Fund, 5.351% (h)(i)	400,000	400,000
Invesco Government & Agency Portfolio, 5.361% (h)(i)	2,801,857	2,801,857
		3,201,857
Total Short-Term Investments (Cost $4,926,868)		4,926,868
Total Investments (Cost $334,259,133)	99.3%	362,847,802
Other Assets, Less Liabilities	0.7	2,462,724
Net Assets	100.0%	$ 365,310,526

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	May be sold to institutional investors only under Rule 144A or securities offered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
(b)	Floating rate—Rate shown was the rate in effect as of December 31, 2023.
(c)	Fixed to floating rate—Rate shown was the rate in effect as of December 31, 2023.
(d)	All or a portion of this security was held on loan. As of December 31, 2023, the aggregate market value of securities on loan was $15,451,803; the total market value of collateral held by the Portfolio was $15,854,044. The market value of the collateral held included non-cash collateral in the form of U.S. Treasury securities with a value of $12,652,187. The Portfolio received cash collateral with a value of $3,201,857. (See Note 2(H))
(e)	Collateralized Mortgage Obligation Interest Only Strip—Pays a fixed or variable rate of interest based on mortgage loans or mortgage pass-through securities. The principal amount of the underlying pool represents the notional amount on which the current interest was calculated. The value of these stripped securities may be particularly sensitive to changes in prevailing interest rates and are typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities.
(f)	Step coupon—Rate shown was the rate in effect as of December 31, 2023.
(g)	Non-income producing security.
(h)	Current yield as of December 31, 2023.
(i)	Represents a security purchased with cash collateral received for securities on loan.

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP Balanced Portfolio

Investments in Affiliates (in 000's)

Investments in issuers considered to be affiliate(s) of the Portfolio during the year ended December 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Investment Companies	Value, Beginning of Year	Purchases at Cost	Proceeds from Sales	Net Realized Gain/(Loss) on Sales	Change in Unrealized Appreciation/ (Depreciation)	Value, End of Year	Dividend Income	Other Distributions	Shares End of Year
MainStay U.S. Government Liquidity Fund	$ 1,793	$ 39,891	$ (39,959)	$ —	$ —	$ 1,725	$ 86	$ —	1,725

Futures Contracts

As of December 31, 2023, the Portfolio held the following futures contracts¹:

Type	Number of Contracts	Expiration Date	Value at Trade Date	Current Notional Amount	Unrealized Appreciation (Depreciation)2
Long Contracts
U.S. Treasury 2 Year Notes	7	March 2024	$  1,428,421	$  1,441,398	$  12,977
U.S. Treasury 5 Year Notes	98	March 2024	10,436,410	10,659,797	223,387
Total Long Contracts					236,364
Short Contracts
U.S. Treasury 10 Year Notes	(2)	March 2024	(218,840)	(225,781)	(6,941)
U.S. Treasury 10 Year Ultra Bonds	(8)	March 2024	(905,106)	(944,125)	(39,019)
U.S. Treasury Long Bonds	(4)	March 2024	(464,992)	(499,750)	(34,758)
U.S. Treasury Ultra Bonds	(3)	March 2024	(366,280)	(400,781)	(34,501)
Total Short Contracts					(115,219)
Net Unrealized Appreciation					$  121,145

1.	As of December 31, 2023, cash in the amount of $103,488 was on deposit with a broker or futures commission merchant for futures transactions.
2.	Represents the difference between the value of the contracts at the time they were opened and the value as of December 31, 2023.

Abbreviation(s):

ADR—American Depositary Receipt

CLO—Collateralized Loan Obligation

ETF—Exchange-Traded Fund

FNMA—Federal National Mortgage Association

REIT—Real Estate Investment Trust

REMIC—Real Estate Mortgage Investment Conduit

SOFR—Secured Overnight Financing Rate

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

19

Portfolio of Investments December 31, 2023^{†^} (continued)

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets and liabilities:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Long-Term Bonds
Asset-Backed Securities	$  —	$  3,996,278	$ —	$  3,996,278
Corporate Bonds	—	46,503,421	—	46,503,421
Mortgage-Backed Securities	—	1,278,383	—	1,278,383
U.S. Government & Federal Agencies	—	69,724,177	—	69,724,177
Total Long-Term Bonds	—	121,502,259	—	121,502,259
Common Stocks	203,287,402	—	—	203,287,402
Exchange-Traded Funds	33,131,273	—	—	33,131,273
Short-Term Investments
Affiliated Investment Company	1,725,011	—	—	1,725,011
Unaffiliated Investment Companies	3,201,857	—	—	3,201,857
Total Short-Term Investments	4,926,868	—	—	4,926,868
Total Investments in Securities	241,345,543	121,502,259	—	362,847,802
Other Financial Instruments
Futures Contracts (b)	236,364	—	—	236,364
Total Investments in Securities and Other Financial Instruments	$  241,581,907	$  121,502,259	$ —	$ 363,084,166
Liability Valuation Inputs
Other Financial Instruments
Futures Contracts (b)	$  (115,219)	$  —	$ —	$  (115,219)

(a)	For a complete listing of investments and their industries, see the Portfolio of Investments.
(b)	The value listed for these securities reflects unrealized appreciation (depreciation) as shown on the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

20 MainStay VP Balanced Portfolio

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in unaffiliated securities, at value (identified cost $332,534,122) including securities on loan of $15,451,803	$361,122,791
Investment in affiliated investment companies, at value (identified cost $1,725,011)	1,725,011
Cash	4,155,121
Cash collateral on deposit at broker for futures contracts	103,488
Receivables:
Dividends and interest	1,301,352
Investment securities sold	594,070
Portfolio shares sold	102,175
Variation margin on futures contracts	11,335
Securities lending	3,024
Other assets	1,890
Total assets	369,120,257
Liabilities
Cash collateral received for securities on loan	3,201,857
Payables:
Portfolio shares redeemed	277,203
Manager (See Note 3)	199,511
NYLIFE Distributors (See Note 3)	72,249
Professional fees	29,922
Custodian	14,369
Shareholder communication	13,216
Accrued expenses	1,404
Total liabilities	3,809,731
Net assets	$365,310,526
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 27,685
Additional paid-in-capital	339,217,158
	339,244,843
Total distributable earnings (loss)	26,065,683
Net assets	$365,310,526

Initial Class
Net assets applicable to outstanding shares	$ 21,526,918
Shares of beneficial interest outstanding	1,609,974
Net asset value per share outstanding	$ 13.37
Service Class
Net assets applicable to outstanding shares	$343,783,608
Shares of beneficial interest outstanding	26,074,667
Net asset value per share outstanding	$ 13.18

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

21

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Interest	$ 5,995,355
Dividends-unaffiliated (net of foreign tax withholding of $29,199)	5,757,972
Dividends-affiliated	86,334
Securities lending, net	62,882
Total income	11,902,543
Expenses
Manager (See Note 3)	2,420,889
Distribution/Service—Service Class (See Note 3)	879,217
Professional fees	84,642
Custodian	32,359
Trustees	9,759
Miscellaneous	13,250
Total expenses	3,440,116
Net investment income (loss)	8,462,427
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	1,440,539
Futures transactions	(392,944)
Net realized gain (loss)	1,047,595
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	15,872,886
Futures contracts	85,981
Translation of other assets and liabilities in foreign currencies	3,159
Net change in unrealized appreciation (depreciation)	15,962,026
Net realized and unrealized gain (loss)	17,009,621
Net increase (decrease) in net assets resulting from operations	$25,472,048

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

22 MainStay VP Balanced Portfolio

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 8,462,427	$ 5,975,234
Net realized gain (loss)	1,047,595	(11,775,579)
Net change in unrealized appreciation (depreciation)	15,962,026	(19,400,126)
Net increase (decrease) in net assets resulting from operations	25,472,048	(25,200,471)
Distributions to shareholders:
Initial Class	(395,078)	(3,971,697)
Service Class	(5,733,941)	(72,269,473)
Total distributions to shareholders	(6,129,019)	(76,241,170)
Capital share transactions:
Net proceeds from sales of shares	36,006,032	76,410,539
Net asset value of shares issued to shareholders in reinvestment of distributions	6,129,019	76,241,170
Cost of shares redeemed	(85,020,318)	(76,942,898)
Increase (decrease) in net assets derived from capital share transactions	(42,885,267)	75,708,811
Net increase (decrease) in net assets	(23,542,238)	(25,732,830)
Net Assets
Beginning of year	388,852,764	414,585,594
End of year	$365,310,526	$388,852,764

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

23

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 12.68	$ 16.85	$ 14.83	$ 14.59	$ 13.23
Net investment income (loss) (a)	0.32	0.26	0.18	0.21	0.25
Net realized and unrealized gain (loss)	0.62	(1.38)	2.36	0.88	1.93
Total from investment operations	0.94	(1.12)	2.54	1.09	2.18
Less distributions:
From net investment income	(0.25)	(0.17)	(0.22)	(0.30)	(0.29)
From net realized gain on investments	—	(2.88)	(0.30)	(0.55)	(0.53)
Total distributions	(0.25)	(3.05)	(0.52)	(0.85)	(0.82)
Net asset value at end of year	$ 13.37	$ 12.68	$ 16.85	$ 14.83	$ 14.59
Total investment return (b)	7.55%	(5.74)%	17.29%	7.90%	16.75%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	2.51%	1.73%	1.11%	1.52%	1.75%
Net expenses (c)	0.69%	0.70%	0.72%	0.76%	0.76%
Portfolio turnover rate	279%	306%	195%	218%	186%
Net assets at end of year (in 000's)	$ 21,527	$ 20,643	$ 22,345	$ 18,533	$ 18,653

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 12.50	$ 16.66	$ 14.67	$ 14.43	$ 13.09
Net investment income (loss) (a)	0.29	0.22	0.14	0.17	0.21
Net realized and unrealized gain (loss)	0.60	(1.37)	2.34	0.88	1.91
Total from investment operations	0.89	(1.15)	2.48	1.05	2.12
Less distributions:
From net investment income	(0.21)	(0.13)	(0.19)	(0.26)	(0.25)
From net realized gain on investments	—	(2.88)	(0.30)	(0.55)	(0.53)
Total distributions	(0.21)	(3.01)	(0.49)	(0.81)	(0.78)
Net asset value at end of year	$ 13.18	$ 12.50	$ 16.66	$ 14.67	$ 14.43
Total investment return (b)	7.28%	(5.97)%	17.00%	7.63%	16.46%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	2.26%	1.49%	0.86%	1.27%	1.50%
Net expenses (c)	0.94%	0.95%	0.97%	1.01%	1.01%
Portfolio turnover rate	279%	306%	195%	218%	186%
Net assets at end of year (in 000's)	$ 343,784	$ 368,209	$ 392,240	$ 335,032	$ 375,050

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

24 MainStay VP Balanced Portfolio

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Balanced Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	May 2, 2005
Service Class	May 2, 2005

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek total return.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

25

Notes to Financial Statements (continued)

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Benchmark yields	• Reported trades
• Broker/dealer quotes	• Issuer spreads
• Two-sided markets	• Benchmark securities
• Bids/offers	• Reference data (corporate actions or material event notices)
• Industry and economic events	• Comparable bonds
• Monthly payment information

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an

income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Equity securities, rights and warrants, if applicable, are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Exchange-traded funds  (“ETFs”) are valued at the last quoted sales prices as of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.

Investments in mutual funds, including money market funds, are valued at their respective NAVs at the close of business each day on the valuation date. These securities are generally categorized as Level 1 in the hierarchy.

Futures contracts are valued at the last posted settlement price on the market where such futures are primarily traded. These securities are generally categorized as Level 1 in the hierarchy.

 

26 MainStay VP Balanced Portfolio

Debt securities (other than convertible and municipal bonds) are valued at the evaluated bid prices (evaluated mean prices in the case of convertible and municipal bonds) supplied by a pricing agent or broker selected by the Valuation Designee, in consultation with the Subadvisors. The evaluations are market-based measurements processed through a pricing application and represents the pricing agent’s good faith determination as to what a holder may receive in an orderly transaction under market conditions. The rules-based logic utilizes valuation techniques that reflect participants’ assumptions and vary by asset class and per methodology, maximizing the use of relevant observable data including quoted prices for similar assets, benchmark yield curves and market corroborated inputs. The evaluated bid or mean prices are deemed by the Valuation Designee, in consultation with the Subadvisors, to be representative of market values at the regular close of trading of the Exchange on each valuation date. Debt securities purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date. Debt securities, including corporate bonds, U.S. government and federal agency bonds, municipal bonds, foreign bonds, convertible bonds, asset-backed securities and mortgage-backed securities are generally categorized as Level 2 in the hierarchy.

Temporary cash investments acquired in excess of 60 days to maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or

expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends, capital gains and/or return of capital. Discounts and premiums on securities purchased for the Portfolio are accreted and amortized, respectively, on the effective interest rate method.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

The Portfolio may place a debt security on non-accrual status and reduce related interest income by ceasing current accruals and writing off all or a portion of any interest receivables when the collection of all or a portion of such interest has become doubtful. A debt security is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the

27

Notes to Financial Statements (continued)

expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

Additionally, the Portfolio may invest in ETFs and mutual funds, which are subject to management fees and other fees that may cause the costs of investing in ETFs and mutual funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of ETFs and mutual funds are not included in the amounts shown as expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Futures Contracts.  A futures contract is an agreement to purchase or sell a specified quantity of an underlying instrument at a specified future date and price, or to make or receive a cash payment based on the value of a financial instrument (e.g., foreign currency, interest rate, security or securities index). The Portfolio is subject to risks such as market price risk, leverage risk, liquidity risk, counterparty risk, operational risk, legal risk and/or interest rate risk in the normal course of investing in these contracts. Upon entering into a futures contract, the Portfolio is required to pledge to the broker or futures commission merchant an amount of cash and/or U.S. government securities equal to a certain percentage of the collateral amount, known as the “initial margin.” During the period the futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking to market such contract on a daily basis to reflect the market value of the contract at the end of each day’s trading. The Portfolio agrees to receive from or pay to the broker or futures commission merchant an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin.” When the futures contract is closed, the Portfolio records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Portfolio's basis in the contract.

The use of futures contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract or notional amounts and variation margin reflect the extent of the Portfolio's involvement in open futures positions. There are several risks associated with the use of futures contracts as hedging  techniques. There can be no assurance that a liquid market will exist at the time when the Portfolio seeks to close out a futures contract. If no liquid market exists, the Portfolio would remain obligated to meet margin requirements until the position is closed. Futures contracts may involve a small initial investment relative to the risk assumed, which could result in losses greater than if the Portfolio did not invest in futures contracts. Futures contracts may be more volatile than direct investments in the instrument underlying the futures and may not correlate to the underlying instrument, causing a given hedge not to

achieve its objectives. The Portfolio's activities in futures contracts have minimal counterparty risk as they are conducted through regulated exchanges that guarantee the futures against default by the counterparty. In the event of a bankruptcy or insolvency of a futures commission merchant that holds margin on behalf of the Portfolio, the Portfolio may not be entitled to the return of the entire margin owed to the Portfolio, potentially resulting in a loss. The Portfolio may invest in futures contracts to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. The Portfolio's investment in futures contracts and other derivatives may increase the volatility of the Portfolio's NAVs and may result in a loss to the Portfolio.

(H) Securities Lending. In order to realize additional income, the Portfolio may engage in securities lending, subject to the limitations set forth in the 1940 Act and relevant guidance by the staff of the Securities and Exchange Commission (“SEC”). If the Portfolio engages in securities lending, the Portfolio will lend through its custodian, JPMorgan Chase Bank, N.A., ("JPMorgan"), acting as securities lending agent on behalf of the Portfolio. Under the current arrangement, JPMorgan will manage the Portfolio's collateral in accordance with the securities lending agency agreement between the Portfolio and JPMorgan, and indemnify the Portfolio against counterparty risk. The loans will be collateralized by cash (which may be invested in a money market fund) and/or non-cash collateral (which may include U.S. Treasury securities and/or U.S. government agency securities issued or guaranteed by the United States government or its agencies or instrumentalities) at least equal at all times to the market value of the securities loaned. Non-cash collateral held at year end is segregated and cannot be transferred by the Portfolio. The Portfolio bears the risk of delay in recovery of, or loss of rights in, the securities loaned. The Portfolio may also record a realized gain or loss on securities deemed sold due to a borrower’s inability to return securities on loan. The Portfolio bears the risk of any loss on investment of cash collateral. The Portfolio will receive compensation for lending its securities in the form of fees or it will retain a portion of interest earned on the investment of any cash collateral. The Portfolio will also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Portfolio. Income earned from securities lending activities, if any, is reflected in the Statement of Operations.

(I) Debt Securities Risk.  The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region. Debt securities are also subject to the risks associated with changes in interest rates.

Investments in the Portfolio are not guaranteed, even though some of the Portfolio’s underlying investments are guaranteed by the U.S. government or its agencies or instrumentalities. The principal risk of mortgage-related and asset-backed securities is that the underlying debt may be prepaid ahead of schedule, if interest rates fall, thereby reducing the value of the Portfolio’s investment. If interest rates rise, less of the debt may be

 

28 MainStay VP Balanced Portfolio

prepaid and the Portfolio may lose money because the Portfolio may be unable to invest in higher yielding assets. The Portfolio is subject to interest-rate risk and can lose principal value when interest rates rise. Bonds are also subject to credit risk, in which the bond issuer may fail to pay interest and principal in a timely manner.

The Portfolio may invest in foreign debt securities, which carry certain risks that are in addition to the usual risks inherent in domestic instruments. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Fund’s investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

(J) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

(K) Quantitative Disclosure of Derivative Holdings. The following tables show additional disclosures related to the Portfolio's derivative and hedging activities, including how such activities are accounted for and their effect on the Portfolio's financial positions, performance and cash flows.

The Portfolio entered into futures contracts in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of the Portfolio’s securities as well as to help manage the duration and yield curve positioning of the portfolio.

Fair value of derivative instruments as of December 31, 2023:

Asset Derivatives	Interest Rate Contracts Risk	Total
Futures Contracts - Net Assets—Net unrealized appreciation on futures contracts (a)	$236,364	$236,364
Total Fair Value	$236,364	$236,364

(a) Includes cumulative appreciation (depreciation) of futures contracts as reported in the Portfolio of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

Liability Derivatives	Interest Rate Contracts Risk	Total
Futures Contracts - Net Assets—Net unrealized depreciation on futures contracts (a)	$(115,219)	$(115,219)
Total Fair Value	$(115,219)	$(115,219)

(a) Includes cumulative appreciation (depreciation) of futures contracts as reported in the Portfolio of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2023:

Net Realized Gain (Loss) from:	Interest Rate Contracts Risk	Total
Futures Transactions	$(392,944)	$(392,944)
Total Net Realized Gain (Loss)	$(392,944)	$(392,944)

Net Change in Unrealized Appreciation (Depreciation)	Interest Rate Contracts Risk	Total
Futures Contracts	$85,981	$85,981
Total Net Change in Unrealized Appreciation (Depreciation)	$85,981	$85,981

Average Notional Amount	Total
Futures Contracts Long	$15,429,512
Futures Contracts Short	$ (5,981,413)

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisors. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio’s Manager, pursuant to an Amended and Restated Management Agreement (“Management Agreement”). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the

29

Notes to Financial Statements (continued)

Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. Wellington Management Company LLP (“Wellington” or the "Subadvisor”), a registered investment adviser, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the equity portion of the Portfolio, pursuant to the terms of a Subadvisory Agreement (a “Subadvisory Agreement”) between New York Life Investments and Wellington. NYL Investors LLC (“NYL Investors” or the “Subadvisor,” and, together with Wellington, the “Subadvisors”), a registered investment adviser and a direct, wholly-owned subsidiary of New York Life, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the fixed-income portion of the Portfolio, pursuant to the terms of a Subadvisory Agreement between New York Life Investments and NYL Investors. New York Life Investments pays for the services of the Subadvisors.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.65% up to $1 billion; 0.625% from $1 billion to $2 billion; and 0.60% in excess of $2 billion. During the year ended December 31, 2023, the effective management fee rate was 0.65% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $2,420,889 and paid Wellington and NYL Investors fees in the amount of $424,533 and $568,375, respectively.

JPMorgan Chase Bank, N.A. ("JPMorgan") provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and

administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$336,991,108	$31,774,638	$(6,072,048)	$25,702,590

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$8,555,593	$(8,344,971)	$—	$25,855,061	$26,065,683

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to wash sale adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $8,190,867, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$5,237	$2,954

The Portfolio utilized $2,152,580 of capital loss carryforwards during the year ended December 31, 2023.

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$6,129,019	$41,144,789
Long-Term Capital Gains	—	35,096,381
Total	$6,129,019	$76,241,170

 

30 MainStay VP Balanced Portfolio

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily SOFR + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of U.S. government securities were $814,661 and $834,457, respectively. Purchases and sales of securities, other than U.S. government securities and short-term securities, were $176,597 and $193,942, respectively.

The Portfolio may purchase securities from or sell securities to other portfolios managed by the Subadvisor. These interportfolio transactions

are primarily used for cash management purposes and are made pursuant to Rule 17a-7 under the 1940 Act. The Rule 17a-7 transactions during the year ended December 31, 2023, were as follows:

Sales (000's)	Realized Gain / (Loss) (000's)
$303	$58

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	106,155	$ 1,368,105
Shares issued to shareholders in reinvestment of distributions	31,674	395,078
Shares redeemed	(155,604)	(1,992,822)
Net increase (decrease)	(17,775)	$ (229,639)
Year ended December 31, 2022:
Shares sold	94,334	$ 1,437,172
Shares issued to shareholders in reinvestment of distributions	328,574	3,971,697
Shares redeemed	(121,498)	(1,842,599)
Net increase (decrease)	301,410	$ 3,566,270
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,737,109	$ 34,637,927
Shares issued to shareholders in reinvestment of distributions	465,935	5,733,941
Shares redeemed	(6,574,265)	(83,027,496)
Net increase (decrease)	(3,371,221)	$(42,655,628)
Year ended December 31, 2022:
Shares sold	4,898,185	$ 74,973,367
Shares issued to shareholders in reinvestment of distributions	6,060,333	72,269,473
Shares redeemed	(5,061,179)	(75,100,299)
Net increase (decrease)	5,897,339	$ 72,142,541

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

31

Notes to Financial Statements (continued)

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

32 MainStay VP Balanced Portfolio

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Balanced Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Balanced Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agents and broker. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

33

Board Consideration and Approval of Management Agreement and Subadvisory

Agreements (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Balanced Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreements between New York Life Investments and each of NYL Investors LLC (“NYL Investors”) and Wellington Management Company LLP (“WMC”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments, NYL Investors and WMC in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments, NYL Investors and WMC in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments, NYL Investors and/or WMC that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments. 

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally

annually, NYL Investors and WMC personnel.  In addition, the Board took into account other information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees. 

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by applicable share classes of the Portfolio, among other information. 

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments, NYL Investors and WMC; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments, NYL Investors and WMC; (iii) the costs of the services provided, and profits realized, by New York Life Investments, NYL Investors and WMC with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio. With

 

34 MainStay VP Balanced Portfolio

respect to the Subadvisory Agreements, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreements.

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments, NYL Investors and WMC.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments, NYL Investors and WMC, resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio. 

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below. 

Nature, Extent and Quality of Services Provided by New York Life Investments, NYL Investors and WMC

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by NYL Investors and WMC, evaluating the performance of NYL Investors and WMC, making recommendations to the Board as to whether the Subadvisory Agreements should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of NYL Investors and WMC and ongoing analysis of, and interactions with, NYL Investors and WMC with respect

to, among other things, the Portfolio’s investment performance and risks as well as NYL Investors’ and WMC’s investment capabilities and subadvisory services with respect to the Portfolio. 

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments. 

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that NYL Investors and WMC provide to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated NYL Investors’ and WMC’s experience and performance in serving as subadvisors to the Portfolio and advising other portfolios and NYL Investors’ and WMC’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at NYL Investors and WMC.  The Board considered New York Life Investments’, NYL Investors’ and WMC’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments, NYL Investors and WMC and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered NYL Investors’ and WMC’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments, NYL Investors and WMC regarding their respective business continuity and disaster recovery plans. 

35

Board Consideration and Approval of Management Agreement and Subadvisory

Agreements (Unaudited) (continued)

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmarks, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of NYL Investors and WMC and the members of the Board’s Investment Committee, which generally occur on an annual basis.  In considering the investment performance of the Portfolio, the Board noted that the Portfolio underperformed its peer funds for the one-year period ended July 31, 2023, performed in line with its peer funds for the five- and ten-year periods ended July 31, 2023, and performed favorably relative to its peer funds for the three-year period ended July 31, 2023.  The Board considered its discussions with representatives from New York Life Investments, NYL Investors and Wellington regarding the Portfolio’s investment performance. 

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments, NYL Investors and WMC

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates, including NYL Investors, and WMC due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates, including NYL Investors, due to their relationships with the MainStay Group of Funds. Because NYL Investors is an affiliate of New York Life Investments whose subadvisory fee is paid by New York Life Investments, not the Portfolio, the Board considered cost and profitability information for New York Life Investments and NYL

Investors in the aggregate. With respect to the profitability of WMC’s relationship with the Portfolio, the Board considered information from New York Life Investments that WMC’s subadvisory fee reflected an arm’s-length negotiation and that this fee is paid by New York Life Investments, not the Portfolio, and the relevance of WMC’s profitability was considered by the Trustees in that context.  On this basis, the Board primarily considered the costs and profitability for New York Life Investments and its affiliates with respect to the Portfolio.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments, NYL Investors and WMC and profitability of New York Life Investments and its affiliates, including NYL Investors, and WMC due to their relationships with the Portfolio, the Board considered, among other factors, New York Life Investments’ and its affiliates’, including NYL Investors’, and WMC’s continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fees for the Portfolio.  The Board also considered the financial resources of New York Life Investments, NYL Investors and WMC and acknowledged that New York Life Investments, NYL Investors and WMC must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments, NYL Investors and WMC to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, including NYL Investors, and WMC and its affiliates due to their relationships with the Portfolio, including reputational and other indirect benefits.  The Board recognized, for example, the benefits to WMC from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to

 

36 MainStay VP Balanced Portfolio

WMC in exchange for commissions paid by the Portfolio with respect to trades in the Portfolio’s portfolio securities. In this regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between WMC and its affiliates and New York Life Investments and its affiliates and considered the existence of a strategic partnership between New York Life Investments and WMC that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the Subadvisory Agreement. In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio. In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates, including NYL Investors, due to their relationships with the Portfolio were not excessive and other expected benefits that may accrue to New York Life Investments and its affiliates, including NYL Investors, are reasonable, and other expected benefits that may accrue to New York Life Investments and its affiliates are reasonable and other expected benefits that may accrue to WMC and its affiliates are consistent with those expected for a subadvisor to a mutual fund.  With respect to WMC, the Board considered that any profits realized by WMC

due to its relationship with the Portfolio are the result of arm’s-length negotiations between New York Life Investments and WMC, acknowledging that any such profits are based on the subadvisory fee paid to WMC by New York Life Investments, not the Portfolio.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fees, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fees paid to NYL Investors and WMC are paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fees paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments, NYL Investors and WMC on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the

37

Board Consideration and Approval of Management Agreement and Subadvisory

Agreements (Unaudited) (continued)

mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

38 MainStay VP Balanced Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov.

39

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

40 MainStay VP Balanced Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

41

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

42 MainStay VP Balanced Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

43

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

MainStay VP Candriam Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

MainStay VP Natural Resources Portfolio

MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP Wellington Growth Portfolio

MainStay VP Wellington Mid Cap Portfolio

MainStay VP Wellington Small Cap Portfolio

MainStay VP Wellington U.S. Equity Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

MainStay VP Balanced Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Convertible Portfolio

Income

MainStay VP Bond Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

MainStay VP PIMCO Real Return Portfolio

Money Market

MainStay VP U.S. Government Money Market Portfolio

Alternative

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

Asset Allocation

MainStay VP Conservative Allocation Portfolio

MainStay VP Equity Allocation Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Moderate Allocation Portfolio

Manager

New York Life Investment Management LLC

New York, New York

Subadvisors

American Century Investment Management, Inc.

Kansas City, Missouri

Brown Advisory LLC

Baltimore, Maryland

Candriam*

Strassen, Luxembourg

CBRE Investment Management Listed Real Assets LLC

Radnor, Pennsylvania

Epoch Investment Partners, Inc.

New York, New York

FIAM LLC

Smithfield, Rhode Island

IndexIQ Advisors LLC*

New York, New York

Janus Henderson Investors US LLC

Denver, Colorado

MacKay Shields LLC*

New York, New York

Newton Investment Management North America, LLC

Boston, Massachusetts

NYL Investors LLC*

New York, New York

Pacific Investment Management Company LLC

Newport Beach, California

PineStone Asset Management Inc.

Montreal, Québec

Segall Bryant & Hamill, LLC

Chicago, Illinois

Wellington Management Company LLP

Boston, Massachusetts

Winslow Capital Management, LLC

Minneapolis, Minnesota

Legal Counsel

Dechert LLP

Washington, District of Columbia

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

New York, New York

Distributor

NYLIFE Distributors LLC*

Jersey City, New Jersey

Custodian

JPMorgan Chase Bank, N.A.

New York, New York

 

Some Portfolios may not be available in all products.

^† Fidelity Institutional AM is a registered trade mark of FMR LLC. Used with permission.

* An affiliate of New York Life Investment Management LLC.

1.	Prior to August 28, 2023, the Portfolio's name was MainStay VP MacKay International Equity Portfolio.
2.	Effective on or about May 1, 2024, the MainStay VP MacKay Government Portfolio will be renamed the MainStay VP U.S. Infrastructure Bond Portfolio.

Not part of the Annual Report

2023 Annual Report

This report is for the general information of New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products policyowners. It must be preceded or accompanied by the appropriate product(s) and funds prospectuses if it is given to anyone who is not an owner of a New York Life variable annuity policy or a NYLIAC Variable Universal Life Insurance Product. This report does not offer for sale or solicit orders to purchase securities.

The performance data quoted in this report represents past performance. Past performance is no guarantee of future results. Due to market volatility and other factors, current performance may be lower or higher than the figures shown. The most recent month-end performance summary for your variable annuity or variable life policy is available by calling 800-598-2019 and is updated periodically on newyorklife.com.

The New York Life Variable Annuities and NYLIAC Variable Universal Life Insurance Products are issued by New York Life Insurance and Annuity Corporation (a Delaware Corporation) and distributed by NYLIFE Distributors LLC (Member FINRA/SIPC).

New York Life Insurance Company

New York Life Insurance and Annuity
Corporation (NYLIAC) (A Delaware Corporation)

51 Madison Avenue, Room 551
New York, NY 10010

newyorklife.com

newyorklifeinvestments.com

NYLIFE Distributors LLC, 30 Hudson Street, Jersey City, NJ 07302

New York Life Investment Management LLC is the investment manager to the MainStay VP Funds Trust

©2024 by NYLIFE Distributors LLC. All rights reserved.

You may obtain copies of the Prospectus and the Statement of Additional Information free of charge, upon request, by calling toll-free 800-598-2019 or writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, New York, NY 10010.

Not FDIC Insured No Bank Guarantee May Lose Value

5015928 MSVPBL11-02/24

(NYLIAC) NI508

MainStay VP Bond Portfolio

Message from the President and Annual Report

December 31, 2023

Special Notice:

Beginning in July 2024, new regulations issued by the Securities and Exchange Commission (SEC) will take effect requiring open-end mutual fund companies and ETFs to (1) overhaul the content of their shareholder reports and (2) mail paper copies of the new tailored shareholder reports to shareholders who have not opted to receive these documents electronically.

If you have not yet elected to receive your shareholder reports electronically, please contact your financial intermediary or visit our website.

Not FDIC/NCUA Insured Not a Deposit May Lose Value No Bank Guarantee Not Insured by Any Government Agency

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Message from the President

Against a backdrop of easing inflationary pressures and continued economic growth, stocks and bonds generally gained ground during the 12-month period ended December 31, 2023, despite high levels of volatility and sharp disparities between the performance of the different market sectors.

Although the war in Ukraine, the outbreak of hostilities in the Middle East and several other notable events affected financial assets, inflation, interest rate, and economic growth trends stood at the forefront of market developments during most of the period. As the reporting period began, high levels of inflation already showed signs of easing in the face of aggressive rate hikes by U.S. Federal Reserve (the “Fed”). From a peak of 9.1% in June 2022, the annualized U.S. inflation rate dropped to 6.4% in January, and 3.4% in December 2023. At the same time, the Fed increased the benchmark federal funds rate from 4.25%–4.50% at the beginning of reporting period, to 5.25%–5.50% as of the end of 2023. Despite the increasing cost of capital and tighter lending environment that resulted from rising rates, economic growth remained surprisingly robust, bolstered by high levels of consumer spending, low levels of unemployment and better-than-expected corporate earnings. With the pace of rate increases slowing from the prior year, investors began hoping for an early shift to a looser monetary policy, with stock prices and bond yields reacting as economic data and statements from the Fed either reinforced or undercut those hopes. Following months of hawkish rhetoric, the Fed finally reversed its stance in December 2023, signaling a positive economic outlook with little chance of a recession and a likelihood of rate cuts in 2024.

The S&P 500^® Index, a widely regarded benchmark of U.S. market performance, produced strong gains during the reporting period-– recovering all its losses from 2022 and approached new record territory. A preponderance of the Index’s gains were generated by a relatively small number of mega-cap stocks in the information technology, communication services and consumer discretionary sectors that stood to benefit from rapid developments in generative artificial intelligence (“AI”). Value-oriented, interest-rate sensitive and small-capitalization

shares lagged by significant margins, although market strength widened during the closing weeks of the reporting period. Most overseas equity markets trailed the U.S. market, as developed international economies experienced relatively low growth rates, and weak economic conditions in China undermined emerging markets.

Bonds produced generally positive returns, bolstered by attractive and relatively stable yields. The yield on the 10-year Treasury note hit a high of just under 5% in mid-October 2023, ranging between approximately 3.5% and 4.8% for most of the reporting period. The yield curve remained inverted throughout the year, with the 2-year Treasury yield modestly above the 10-year yield. Corporate bond prices trended moderately higher, generally outperforming government securities. After years of low yields and tight credit spreads, the corporate sector benefited from more attractive valuations and income opportunities. Among corporates, markets generally rewarded longer duration and lower credit quality, although an uptick in default rates posed added risks for high-yield corporate bonds. International bond markets produced mixed returns, with emerging-markets issues advancing over their developed-markets counterparts.

The market volatility of recent years reminds us of the constant need for experienced and steadfast portfolio management in the face of uncertainty. New York Life Investments remains dedicated to providing you, as a valued MainStay VP investor, with the guidance, resources and investment solutions you need to pursue your financial goals.

Thank you for trusting us to help meet your investment needs.

Sincerely,

Kirk C. Lehneis
President

The opinions expressed are as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future results.

Not part of the Annual Report

Table of Contents

Annual Report
Investment and Performance Comparison	5
Portfolio Management Discussion and Analysis	8
Portfolio of Investments	10
Financial Statements	20
Notes to Financial Statements	24
Report of Independent Registered Public Accounting Firm	32
Board Consideration and Approval of Management Agreement and Subadvisory Agreement	33
Proxy Voting Policies and Procedures and Proxy Voting Record	37
Shareholder Reports and Quarterly Portfolio Disclosure	37
Board of Trustees and Officers	38

Investors should refer to the Portfolio’s Summary Prospectus and/or Prospectus and consider the Portfolio’s investment objectives, strategies, risks, charges and expenses carefully before investing. The Summary Prospectus and/or Prospectus contain this and other information about the Portfolio. You may obtain copies of the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information, which includes information about the MainStay VP Funds Trust's Trustees, free of charge, upon request, by calling toll-free 800-598-2019, by writing to New York Life Insurance and Annuity Corporation, 51 Madison Avenue, Room 251, New York, New York 10010 or by sending an email to MainStayShareholdersServices@nylim.com. These documents are also available at newyorklifeinvestments.com/investment-products/vp. Please read the Portfolio's Summary Prospectus and/or Prospectus carefully before investing. MainStay VP Funds Trust portfolios are separate account options which are purchased through a variable insurance or variable annuity contract.

Investment and Performance Comparison (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate, and as a result, when shares are redeemed, they may be worth more or less than their original cost. The performance table and graph do not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. Please refer to the Performance Summary appropriate for your policy. For performance information current to the most recent month-end, please call 800-598-2019 or visit www.newyorklife.com.

Performance figures may reflect certain fee waivers and/or expense limitations, without which total returns may have been different. For information on current fee waivers and/or expense limitations (if any), please refer to the Notes to Financial Statements.

Average Annual Total Returns for the Year-Ended December 31, 2023
Class	Inception Date	One Year	Five Years	Ten Years	Gross Expense Ratio1
Initial Class Shares	1/23/1984	5.58%	0.96%	1.70%	0.53%
Service Class Shares	6/4/2003	5.31	0.71	1.45	0.78

1. The gross expense ratios presented reflect the Portfolio’s “Total Annual Portfolio Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.

Benchmark Performance*	One Year	Five Years	Ten Years
Bloomberg U.S. Aggregate Bond Index1	5.53%	1.10%	1.81%
Morningstar Intermediate Core Bond Category Average2	5.59	1.05	1.66

*	Returns for indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.
1.	The Bloomberg U.S. Aggregate Bond Index is the Portfolio's primary benchmark. The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures performance of the investment-grade, U.S. dollar denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities and commercial mortgage-backed securities.
2.	The Morningstar Intermediate Core Bond Category Average is representative of funds that invest primarily in investment-grade U.S. fixed-income issues including government, corporate, and securitized debt, and hold less than 5% in below-investment-grade exposures. Their durations (a measure of interest-rate sensitivity) typically range between 75% and 125% of the three-year average of the effective duration of the Morningstar Core Bond Index. Results are based on average total returns of similar funds with all dividends and capital gain distributions reinvested.

5

Cost in Dollars of a $1,000 Investment in MainStay VP Bond Portfolio (Unaudited)

The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from July 1, 2023 to December 31, 2023, and the impact of those costs on your investment.

Example

As a shareholder of the Portfolio you incur two types of costs: (1) transaction costs, including exchange fees and sales charges (loads) on purchases (as applicable), and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Portfolio expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from July 1, 2023 to December 31, 2023. Shares are only sold in connection with variable life and annuity contracts and the example does not reflect any contract level or transactional fees or expenses. If these costs had been included, your costs would have been higher.

This example illustrates your Portfolio’s ongoing costs in two ways:

Actual Expenses

The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid during the six months ended

December 31, 2023. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Portfolio with the ongoing costs of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as exchange fees or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Share Class	Beginning Account Value 7/1/23	Ending Account Value (Based on Actual Returns and Expenses) 12/31/23	Expenses Paid During Period1	Ending Account Value (Based on Hypothetical 5% Annualized Return and Actual Expenses) 12/31/23	Expenses Paid During Period1	Net Expense Ratio During Period2
Initial Class Shares	$1,000.00	$1,033.90	$2.67	$1,022.58	$2.65	0.52%
Service Class Shares	$1,000.00	$1,032.60	$3.94	$1,021.32	$3.92	0.77%

1.

Expenses are equal to the Portfolio’s annualized expense ratio of each class multiplied by the average account value over the period, divided by 365 and multiplied by 184 (to reflect the six-month period). The table above represents the actual expenses incurred during the six-month period. In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above-reported expense figures.

2.

Expenses are equal to the Portfolio's annualized expense ratio to reflect the six-month period.

6 MainStay VP Bond Portfolio

Portfolio Composition as of December 31, 2023 (Unaudited)

See Portfolio of Investments beginning on page 10 for specific holdings within these categories. The Portfolio's holdings are subject to change.

Top Ten Holdings and/or Issuers Held as of December 31, 2023 (excluding short-term investments) (Unaudited)

1.	U.S. Treasury Notes, 4.375%-5.00%, due 10/31/25–11/30/30
2.	UMBS, 30 Year, 2.00%-7.50%, due 7/1/28–9/1/53
3.	UMBS Pool, 30 Year, 2.00%-5.50%, due 7/1/50–7/1/53
4.	U.S. Treasury Bonds, 1.875%-4.75%, due 2/15/41–11/15/53
5.	GNMA II, 30 Year, 2.00%-4.50%, due 1/20/51–9/20/52

6.	GNMA II, Single Family, 30 Year, 3.00%-5.00%, due 8/20/51–7/20/52
7.	Bank of America Corp., 1.734%-5.288%, due 7/22/27–4/25/34
8.	JPMorgan Chase & Co., 1.578%-5.546%, due 12/15/25–6/14/30
9.	GNMA, 0.612%-0.859%, due 8/16/59–9/16/63
10.	UBS Group AG, 6.301%-6.442%, due 12/22/27–9/22/34

7

Portfolio Management Discussion and Analysis (Unaudited)

Answers to the questions reflect the views of Kenneth Sommer and Matthew Downs of NYL Investors LLC, the Portfolio’s Subadvisor.

How did MainStay VP Bond Portfolio perform relative to its benchmark and peers during the 12 months ended December 31, 2023?

For the 12 months ended December 31, 2023, MainStay VP Bond Portfolio returned 5.58% for Initial Class shares and 5.31% for Service Class shares. Over the same period, Initial Class shares outperformed, and Service Class shares underperformed, the 5.53% return of the Bloomberg U.S. Aggregate Bond Index (“the Index”), which is the Portfolio’s benchmark. For the 12 months ended December 31, 2023, Initial Class shares and Service Class shares underperformed the 5.59% return of the Morningstar Intermediate Core Bond Category Average.¹

What factors affected the Portfolio’s relative performance during the reporting period?

The Portfolio held overweight positions relative to the Index in asset-backed securities (“ABS”) and corporate securities throughout the reporting period. To facilitate the overweight positions, the Portfolio maintained an underweight position in the U.S. Treasury sector.

The corporate sector produced the strongest relative returns during the reporting period. Within the corporate sector, overweight positioning in the banking, communications, and electric subcomponents made the strongest positive contributions to performance relative to the Index. (Contributions take weightings and total returns into account.) An overweight position in the ABS sector was also accretive to relative performance. Within the floating rate subcomponent of the ABS sector, overweight positions relative to Index in AAA and AA collateralized loan obligations (“CLOs”) were accretive to performance.² Within the fixed-rate subcomponent of the ABS sector, aircraft, specialty finance and student loans were the primary drivers of outperformance. Positioning in the mortgage-backed securities (“MBS”) sector, particularly the 30-year agency passthrough subcomponent, was also accretive to relative performance.

The U.S. Treasury sector was the worst performing sector relative to the Index during the reporting period. Underweight positioning

relative to the Index in the non-corporate sector, led by the taxable municipal and sovereign subsectors, also detracted.

During the reporting period, how was the Portfolio’s performance materially affected by investments in derivatives?

The Portfolio’s use of derivatives was limited to interest rate derivatives used to keep the duration³ of the Portfolio in line with our target. These interest rate derivatives had a negative impact on the Portfolio's performance during the reporting period.

What was the Portfolio’s duration strategy during the reporting period?

During the reporting period, the Portfolio maintained a duration relatively close to that of the Index. On two occasions, the duration of the Portfolio differed significantly from that of the Index. During the first half of the reporting period, the Portfolio held a shorter duration than the Index in the 2-year part of the yield curve⁴, while simultaneously holding a longer duration than the Index in the 10-year part of the curve. This strategy had a slightly negative impact on performance. In the second half of the reporting period, the Portfolio held a longer duration in the 5-year part of the curve relative to the Index. This strategy also had a negative impact on performance. As of December 31, 2023, the effective duration of the Portfolio was 6.21 years, compared to a duration of 6.19 years for the Index.

What specific factors, risks or market forces prompted significant decisions for the Portfolio during the reporting period?

In the first quarter of 2023, we increased the Portfolio’s allocation to AAA-rated CLOs, due to the floating rate nature of the securities, and given our expectation that the U.S. Federal Reserve would continue raising interest rates. In addition, the

 

1. See "Investment and Performance Comparison" for more information on benchmark and peer group returns.

2. An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s (“S&P”), and in the opinion of S&P, the obligor’s capacity to meet its financial commitment on the obligation is extremely strong. An obligation rated ‘AA’ by S&P is deemed by S&P to differ from the highest-rated obligations only to a small degree. In the opinion of S&P, the obligor's capacity to meet its financial commitment on the obligation is very strong. When applied to Fund holdings, ratings are based solely on the creditworthiness of the bonds in the portfolio and are not meant to represent the security or safety of the Fund.

3. Duration is a measure of the price sensitivity of a fixed-income investment to changes in interest rates. Duration is expressed as a number of years and is considered a more accurate sensitivity gauge than average maturity.

4. The yield curve is a line that plots the yields of various securities of similar quality—typically U.S. Treasury issues—across a range of maturities. The U.S. Treasury yield curve serves as a benchmark for other debt and is used in economic forecasting.

8 MainStay VP Bond Portfolio

option-adjusted spreads⁵ (OAS) being offered on AAA CLOs was close to the highest level in two years.

In the second quarter of 2023, we increased the Portfolio’s corporate credit allocation, as fallout from the regional banking crisis in March put upward pressure on credit spreads,⁶ ultimately offering more relative value opportunities across the sector. The increase in credit exposure was primarily focused within the financial sector.

In the middle of the reporting period, we increased the Portfolio’s allocation to AAA-rated non-agency mortgages, seeing value compared to competing 2-3-year duration assets with OAS close to 200 basis points over matched duration U.S. Treasury securities. (A basis point is one one-hundredth of a percentage point.)

In the third quarter of 2023, we decreased the Portfolio’s corporate credit allocation, as fears surrounding negative impacts from the regional banking crisis subsided, resulting in tighter corporate credit spreads. The decrease in credit exposure was primarily focused within the financial sector.

During the reporting period, which market segments were the strongest positive contributors to the Portfolio’s absolute performance and which market segments were particularly weak?

During the reporting period, the corporate sector made the strongest positive contribution to the Portfolio’s absolute performance. Within the sector, the Portfolio’s allocation to the industrial subcomponent was the most accretive to absolute performance. The second-strongest contributor to absolute performance was the MBS sector, followed by the Treasury sector. Within the ABS sector, the Portfolio’s allocation to AAA and AA CLOs was also accretive to absolute performance.

During the same period, the U.S. government agency sector produced the weakest contribution to the Portfolio’s absolute performance. The second weakest contributor to the Portfolio’s absolute performance was the commercial mortgage-backed securities sector.

Within the interest rate complex, the Portfolio’s curve positioning was accretive to absolute performance, while the Portfolio’s duration position detracted from absolute performance.

Among individual issues, those producing the strongest absolute performance during the reporting period were issued by Bank of

America, UBS Group, PG&E, Wells Fargo and HSBC Holdings. Those with the weakest absolute performance were issued by Alexandria Real Estate Equities, ING Groep, Swedbank, Agree Realty and National Australia Bank.

Did the Portfolio make any significant purchases or sales during the reporting period?

The Portfolio’s largest purchases during the reporting period included bonds issued by financial institutions Credit Suisse (New York branch), US Bancorp, UBS Group, Bank of America and Wells Fargo. The Portfolio’s most significant sales during the same period were bonds issued by Nordea Bank, The Goldman Sachs Group, Southern California Edison, Swedbank and JPMorgan Chase.

How did the Portfolio’s sector weightings change during the reporting period?

As described in greater detail above, during the first quarter of the reporting period, we increased the Portfolio’s allocation to AAA-rated CLOs. In the second quarter, we increased the Portfolio’s corporate credit allocation, primarily in the financial sector. In the middle of the reporting period, we increased the Portfolio’s allocation to AAA-rated non-agency mortgages. In the third quarter, we decreased the Portfolio’s corporate credit allocation, primarily in the financial sector.

How was the Portfolio positioned at the end of the reporting period?

As of December 31, 2023, the Portfolio held overweight exposure relative to the Index in ABS, MBS and corporate securities. The Portfolio’s largest overweight allocation among spread assets was to the financial subcomponent of the corporate sector.

As of the same date, the Portfolio held relatively underweight positions in the U.S. Treasury and government agency sectors. Among corporates, the Portfolio held underweight positions in the industrial, sovereign, supranational, foreign agency and foreign local government subcomponents. 

5. An option-adjusted spread is the measurement of the spread of a fixed-income security rate and the risk-free rate of return, which is then adjusted to take into account an embedded option.

6. The terms “spread” and “yield spread” may refer to the difference in yield between a security or type of security and comparable U.S. Treasury issues. The terms may also refer to the difference in yield between two specific securities or types of securities at a given time.

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.

Not all MainStay VP Portfolios and/or share classes are available under all policies.

9

Portfolio of Investments December 31, 2023^{†^}

	Principal Amount	Value
Long-Term Bonds 98.8%
Asset-Backed Securities 7.3%
Automobile Asset-Backed Security 0.5%
Avis Budget Rental Car Funding AESOP LLC
Series 2023-8A, Class A
6.02%, due 2/20/30 (a)	$    3,000,000	$   3,088,775
Home Equity Asset-Backed Securities 0.1%
Chase Funding Trust
Series 2002-2, Class 1A5
6.333%, due 4/25/32 (b)	7,592	7,548
J.P. Morgan Mortgage Acquisition Trust
Series 2007-CH2, Class AF3
5.552%, due 10/25/30 (b)	403,926	210,069
Morgan Stanley Mortgage Loan Trust
Series 2006-17XS, Class A3A
6.151%, due 10/25/46 (b)	768,243	226,871
		444,488
Other Asset-Backed Securities 6.7%
522 Funding CLO Ltd.
Series 2019-4A, Class BR
7.277% (3 Month SOFR + 1.862%), due 4/20/30 (a)(c)	3,000,000	2,980,743
ALLO Issuer LLC
Series 2023-1A, Class A2
6.20%, due 6/20/53 (a)	2,200,000	2,150,514
ARES XXXVIII CLO Ltd.
Series 2015-38A, Class BR
7.077% (3 Month SOFR + 1.662%), due 4/20/30 (a)(c)	2,000,000	1,984,488
Barings Loan Partners CLO Ltd. 3
Series LP-3A, Class BR
7.418% (3 Month SOFR + 2.10%), due 7/20/33 (a)(c)(d)	2,250,000	2,250,000
Cars Net Lease Mortgage Notes
Series 2020-1A, Class A2
2.48%, due 12/15/50 (a)	1,950,000	1,516,358
CARS-DB7 LP
Series 2023-1A, Class A2
6.50%, due 9/15/53 (a)	1,744,531	1,748,910
CMFT Net Lease Master Issuer LLC
Series 2021-1, Class A1
2.09%, due 7/20/51 (a)	1,915,410	1,543,705
Cook Park CLO Ltd.
Series 2018-1A, Class B
7.064% (3 Month SOFR + 1.662%), due 4/17/30 (a)(c)	3,000,000	2,974,686

	Principal Amount	Value
Other Asset-Backed Securities (continued)
CyrusOne Data Centers Issuer I LLC
Series 2023-1A, Class A2
4.30%, due 4/20/48 (a)	$    2,750,000	$   2,511,573
Galaxy XXI CLO Ltd.
Series 2015-21A, Class BR
7.027% (3 Month SOFR + 1.612%), due 4/20/31 (a)(c)	1,500,000	1,482,084
Oak Street Investment Grade Net Lease Fund
Series 2021-2A, Class A1
2.38%, due 11/20/51 (a)	3,367,384	2,972,261
Owl Rock CLO XIV LLC
Series 2023-14A, Class A
7.75% (3 Month SOFR + 2.40%), due 10/20/35 (a)(c)	2,500,000	2,500,328
Palmer Square CLO Ltd.
Series 2015-2A, Class A2R2
7.227% (3 Month SOFR + 1.812%), due 7/20/30 (a)(c)	2,000,000	1,999,868
Retained Vantage Data Centers Issuer LLC
Series 2023-1A, Class A2A
5.00%, due 9/15/48 (a)	2,500,000	2,347,773
SMB Private Education Loan Trust
Series 2021-A, Class B
2.31%, due 1/15/53 (a)	2,324,148	2,150,688
Store Master Funding I-VII XIV XIX XX XXIV
Series 2023-1A, Class A1
6.19%, due 6/20/53 (a)	2,991,250	3,030,199
Texas Debt Capital CLO Ltd.
Series 2023-2A, Class A
7.362% (3 Month SOFR + 1.95%), due 7/21/35 (a)(c)	2,750,000	2,759,647
Voya CLO Ltd. (a)(c)
Series 2022-4A, Class A
7.566% (3 Month SOFR + 2.15%), due 10/20/33	2,000,000	2,000,364
Series 2022-4A, Class B
8.716% (3 Month SOFR + 3.30%), due 10/20/33	2,000,000	2,001,100
		42,905,289
Total Asset-Backed Securities (Cost $47,127,001)		46,438,552
Corporate Bonds 40.0%
Aerospace & Defense 0.7%
Boeing Co. (The)
5.15%, due 5/1/30	1,190,000	1,211,433
5.805%, due 5/1/50	495,000	512,598

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

10 MainStay VP Bond Portfolio

	Principal Amount	Value
Corporate Bonds (continued)
Aerospace & Defense (continued)
HEICO Corp.
5.35%, due 8/1/33	$      865,000	$     885,549
L3Harris Technologies, Inc.
5.40%, due 7/31/33	430,000	447,090
Lockheed Martin Corp.
4.75%, due 2/15/34	1,095,000	1,114,405
RTX Corp.
6.40%, due 3/15/54	405,000	468,861
		4,639,936
Auto Manufacturers 1.7%
Ford Motor Credit Co. LLC
4.542%, due 8/1/26	1,870,000	1,810,738
7.122%, due 11/7/33	1,780,000	1,917,835
General Motors Financial Co., Inc.
6.00%, due 1/9/28	1,225,000	1,266,557
6.05%, due 10/10/25	3,295,000	3,332,511
Hyundai Capital America
5.68%, due 6/26/28 (a)	2,350,000	2,395,266
		10,722,907
Auto Parts & Equipment 0.1%
Aptiv plc
4.15%, due 5/1/52	730,000	577,711
Banks 14.5%
ABN AMRO Bank NV
6.339% (1 Year Treasury Constant Maturity Rate + 1.65%), due 9/18/27 (a)(c)	1,655,000	1,691,114
Bank of America Corp. (e)
1.734%, due 7/22/27	4,150,000	3,802,027
1.922%, due 10/24/31	2,357,000	1,913,532
2.087%, due 6/14/29	1,970,000	1,736,197
5.288%, due 4/25/34	1,675,000	1,678,855
Bank of New York Mellon Corp. (The)
6.474%, due 10/25/34 (e)	725,000	803,071
Barclays plc
6.224%, due 5/9/34 (e)	390,000	404,499
7.119%, due 6/27/34 (e)	930,000	991,124
7.437% (1 Year Treasury Constant Maturity Rate + 3.50%), due 11/2/33 (c)	1,850,000	2,071,489
Citigroup, Inc. (e)
5.61%, due 9/29/26	3,705,000	3,731,991
6.174%, due 5/25/34	1,640,000	1,697,031

	Principal Amount	Value
Banks (continued)
Citizens Bank NA
6.064%, due 10/24/25 (e)	$    1,750,000	$   1,707,244
Cooperatieve Rabobank UA
4.655% (1 Year Treasury Constant Maturity Rate + 1.75%), due 8/22/28 (a)(c)	1,495,000	1,472,227
Credit Suisse AG
7.95%, due 1/9/25	5,770,000	5,897,064
Danske Bank A/S
6.466% (1 Year Treasury Constant Maturity Rate + 2.10%), due 1/9/26 (a)(c)	3,420,000	3,444,246
Deutsche Bank AG
7.079%, due 2/10/34 (e)	1,200,000	1,234,015
Fifth Third Bancorp
6.361%, due 10/27/28 (e)	1,590,000	1,649,772
Goldman Sachs Group, Inc. (The)
5.70%, due 11/1/24	3,815,000	3,824,095
HSBC Holdings plc (e)
6.547%, due 6/20/34	1,320,000	1,379,583
7.39%, due 11/3/28	2,415,000	2,587,762
HSBC USA, Inc.
5.625%, due 3/17/25	3,405,000	3,421,100
Huntington National Bank (The)
5.65%, due 1/10/30	2,285,000	2,304,237
JPMorgan Chase & Co. (e)
1.578%, due 4/22/27	3,505,000	3,234,498
4.565%, due 6/14/30	1,290,000	1,262,343
5.546%, due 12/15/25	2,915,000	2,916,856
Mitsubishi UFJ Financial Group, Inc.
5.406% (1 Year Treasury Constant Maturity Rate + 1.97%), due 4/19/34 (c)	880,000	911,369
Morgan Stanley (e)
4.679%, due 7/17/26	2,590,000	2,565,144
4.889%, due 7/20/33	495,000	482,659
5.123%, due 2/1/29	605,000	607,751
6.296%, due 10/18/28	795,000	832,793
Morgan Stanley Bank NA
4.754%, due 4/21/26	1,730,000	1,728,833
National Securities Clearing Corp.
5.00%, due 5/30/28 (a)	1,490,000	1,517,912
PNC Financial Services Group, Inc. (The) (e)
5.812%, due 6/12/26	1,670,000	1,680,022
6.875%, due 10/20/34	2,575,000	2,858,605
Royal Bank of Canada
5.66%, due 10/25/24	3,345,000	3,352,656

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

11

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Corporate Bonds (continued)
Banks (continued)
Truist Financial Corp.
5.122%, due 1/26/34 (e)	$    1,715,000	$   1,660,640
U.S. Bancorp (e)
4.653%, due 2/1/29	1,495,000	1,471,451
5.775%, due 6/12/29	1,985,000	2,039,298
6.787%, due 10/26/27	1,580,000	1,649,624
UBS Group AG (a)
6.301% (1 Year Treasury Constant Maturity Rate + 2.00%), due 9/22/34 (c)	1,305,000	1,381,503
6.327% (1 Year Treasury Constant Maturity Rate + 1.60%), due 12/22/27 (c)	2,310,000	2,380,790
6.442%, due 8/11/28 (e)	2,485,000	2,580,668
Wells Fargo & Co. (e)
4.54%, due 8/15/26	2,735,000	2,705,796
5.389%, due 4/24/34	1,705,000	1,712,406
6.491%, due 10/23/34	1,750,000	1,903,804
		92,879,696
Beverages 0.9%
Anheuser-Busch InBev Worldwide, Inc.
5.55%, due 1/23/49	1,770,000	1,902,061
Constellation Brands, Inc.
4.90%, due 5/1/33	1,595,000	1,604,623
Keurig Dr Pepper, Inc.
3.20%, due 5/1/30	825,000	758,445
4.05%, due 4/15/32	765,000	736,154
PepsiCo, Inc.
2.625%, due 10/21/41	1,230,000	926,683
		5,927,966
Biotechnology 0.2%
Amgen, Inc.
4.875%, due 3/1/53	605,000	565,328
5.25%, due 3/2/30	805,000	827,537
		1,392,865
Chemicals 0.8%
Celanese US Holdings LLC
6.33%, due 7/15/29	1,000,000	1,048,272
6.379%, due 7/15/32	480,000	507,401
6.55%, due 11/15/30	955,000	1,009,556
FMC Corp.
6.375%, due 5/18/53	555,000	567,915

	Principal Amount	Value
Chemicals (continued)
RPM International, Inc.
2.95%, due 1/15/32	$    2,295,000	$   1,934,008
		5,067,152
Commercial Services 0.3%
Global Payments, Inc.
2.15%, due 1/15/27	1,970,000	1,813,578
Computers 0.2%
Apple, Inc.
2.65%, due 2/8/51	1,210,000	828,348
Dell International LLC
5.75%, due 2/1/33	630,000	663,705
		1,492,053
Diversified Financial Services 1.9%
Air Lease Corp.
0.70%, due 2/15/24	1,550,000	1,540,364
American Express Co.
6.489%, due 10/30/31 (e)	1,585,000	1,718,880
Ares Management Corp.
6.375%, due 11/10/28	1,750,000	1,834,466
Blackstone Holdings Finance Co. LLC
5.90%, due 11/3/27 (a)	3,000,000	3,112,484
Charles Schwab Corp. (The)
6.196%, due 11/17/29 (e)	1,945,000	2,039,619
Intercontinental Exchange, Inc.
4.35%, due 6/15/29	1,625,000	1,619,738
5.20%, due 6/15/62	185,000	189,075
		12,054,626
Electric 4.4%
AEP Texas, Inc.
5.40%, due 6/1/33	90,000	91,372
AEP Transmission Co. LLC
Series O
4.50%, due 6/15/52	235,000	212,168
American Electric Power Co., Inc.
5.625%, due 3/1/33	865,000	901,149
Arizona Public Service Co.
5.55%, due 8/1/33	1,700,000	1,756,531
Baltimore Gas and Electric Co.
5.40%, due 6/1/53	505,000	521,079
Dayton Power & Light Co. (The)
3.95%, due 6/15/49	500,000	383,552
Duke Energy Corp.
2.45%, due 6/1/30	960,000	836,909
5.00%, due 8/15/52	365,000	340,718

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

12 MainStay VP Bond Portfolio

	Principal Amount	Value
Corporate Bonds (continued)
Electric (continued)
Duke Energy Indiana LLC
6.45%, due 4/1/39	$      600,000	$     672,368
Duke Energy Ohio, Inc.
5.25%, due 4/1/33	205,000	211,191
5.65%, due 4/1/53	110,000	115,207
Enel Finance America LLC
7.10%, due 10/14/27 (a)	2,280,000	2,433,015
Entergy Arkansas LLC
5.15%, due 1/15/33	1,695,000	1,727,946
Florida Power & Light Co.
5.05%, due 4/1/28	2,550,000	2,606,498
Georgia Power Co.
4.30%, due 3/15/42	141,000	124,658
4.95%, due 5/17/33	1,735,000	1,748,996
National Rural Utilities Cooperative Finance Corp.
5.05%, due 9/15/28	1,345,000	1,379,902
NextEra Energy Capital Holdings, Inc.
6.051%, due 3/1/25	1,120,000	1,129,975
NSTAR Electric Co.
4.55%, due 6/1/52	1,060,000	965,083
Oklahoma Gas and Electric Co.
5.60%, due 4/1/53	700,000	735,021
Pacific Gas and Electric Co.
5.45%, due 6/15/27	2,090,000	2,106,839
6.10%, due 1/15/29	965,000	998,580
6.40%, due 6/15/33	445,000	468,237
6.75%, due 1/15/53	570,000	620,000
6.95%, due 3/15/34	860,000	944,632
PECO Energy Co.
4.90%, due 6/15/33	1,255,000	1,275,867
Southern California Edison Co.
5.30%, due 3/1/28	760,000	780,015
5.70%, due 3/1/53	195,000	205,244
5.95%, due 11/1/32	885,000	950,774
Southern Co. (The)
5.15%, due 10/6/25	770,000	771,645
5.70%, due 10/15/32	370,000	388,423
		28,403,594
Engineering & Construction 0.4%
Jacobs Engineering Group, Inc.
5.90%, due 3/1/33	935,000	954,484
6.35%, due 8/18/28	1,505,000	1,571,817
		2,526,301

	Principal Amount	Value
Entertainment 0.2%
Warnermedia Holdings, Inc.
4.054%, due 3/15/29	$      535,000	$     507,603
5.141%, due 3/15/52	560,000	480,679
		988,282
Environmental Control 0.3%
Waste Connections, Inc.
2.60%, due 2/1/30	1,785,000	1,601,445
Food 0.0%  ‡
Kraft Heinz Foods Co.
4.875%, due 10/1/49	275,000	260,567
Gas 0.4%
CenterPoint Energy Resources Corp.
1.75%, due 10/1/30	1,945,000	1,614,893
NiSource, Inc.
5.65%, due 2/1/45	590,000	592,516
Southwest Gas Corp.
5.45%, due 3/23/28	445,000	454,850
		2,662,259
Healthcare-Products 0.4%
Baxter International, Inc.
2.539%, due 2/1/32	1,090,000	913,869
3.132%, due 12/1/51	620,000	426,331
Thermo Fisher Scientific, Inc.
4.95%, due 11/21/32	1,305,000	1,346,694
		2,686,894
Healthcare-Services 0.4%
HCA, Inc.
3.625%, due 3/15/32	2,035,000	1,819,645
4.625%, due 3/15/52	85,000	72,285
UnitedHealth Group, Inc.
6.05%, due 2/15/63	825,000	951,336
		2,843,266
Insurance 0.9%
Corebridge Financial, Inc.
3.85%, due 4/5/29	370,000	348,651
4.35%, due 4/5/42	190,000	161,035
MetLife, Inc.
5.875%, due 2/6/41	660,000	717,932
Metropolitan Life Global Funding I
5.15%, due 3/28/33 (a)	1,300,000	1,322,567
Prudential Financial, Inc.
3.935%, due 12/7/49	225,000	185,091

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

13

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Corporate Bonds (continued)
Insurance (continued)
RGA Global Funding
6.00%, due 11/21/28 (a)	$    2,870,000	$   2,975,652
		5,710,928
Internet 0.5%
Amazon.com, Inc.
3.10%, due 5/12/51	1,035,000	769,302
3.95%, due 4/13/52	710,000	621,237
Meta Platforms, Inc.
3.85%, due 8/15/32	1,115,000	1,060,522
4.45%, due 8/15/52	1,000,000	918,800
		3,369,861
Investment Companies 0.3%
Blackstone Private Credit Fund
7.05%, due 9/29/25	1,870,000	1,903,062
Iron & Steel 0.2%
Nucor Corp.
2.00%, due 6/1/25	1,550,000	1,487,976
Media 0.5%
Charter Communications Operating LLC
6.65%, due 2/1/34	1,720,000	1,813,711
Comcast Corp.
4.60%, due 10/15/38	740,000	714,569
Paramount Global
4.20%, due 5/19/32	555,000	495,339
		3,023,619
Miscellaneous—Manufacturing 0.0%  ‡
3M Co.
3.625%, due 10/15/47	410,000	313,006
Oil & Gas 0.5%
Occidental Petroleum Corp.
6.45%, due 9/15/36	720,000	761,761
Phillips 66 Co.
3.15%, due 12/15/29	2,395,000	2,190,879
		2,952,640
Packaging & Containers 0.1%
Berry Global, Inc.
5.50%, due 4/15/28 (a)	865,000	874,480

	Principal Amount	Value
Pharmaceuticals 0.8%
AbbVie, Inc.
2.95%, due 11/21/26	$      850,000	$     815,063
4.05%, due 11/21/39	135,000	121,898
Cigna Group (The)
4.90%, due 12/15/48	1,025,000	974,507
CVS Health Corp.
5.30%, due 6/1/33	850,000	872,285
Eli Lilly & Co.
3.375%, due 3/15/29	1,215,000	1,168,494
Merck & Co., Inc.
5.00%, due 5/17/53	290,000	298,180
5.15%, due 5/17/63	260,000	271,066
Pfizer Investment Enterprises Pte. Ltd.
5.30%, due 5/19/53	370,000	377,727
		4,899,220
Pipelines 2.2%
Cheniere Energy, Inc.
4.625%, due 10/15/28	2,005,000	1,957,139
Columbia Pipelines Operating Co. LLC
6.714%, due 8/15/63 (a)	445,000	490,745
Energy Transfer LP
5.00%, due 5/15/50	1,045,000	931,691
Enterprise Products Operating LLC
4.80%, due 2/1/49	550,000	520,245
5.35%, due 1/31/33	1,700,000	1,779,155
Kinder Morgan, Inc.
5.45%, due 8/1/52	390,000	373,006
MPLX LP
4.95%, due 9/1/32	875,000	856,178
ONEOK, Inc.
5.55%, due 11/1/26	980,000	997,245
5.85%, due 1/15/26	1,615,000	1,638,421
6.05%, due 9/1/33	390,000	413,212
6.625%, due 9/1/53	265,000	296,571
Targa Resources Partners LP
5.50%, due 3/1/30	3,075,000	3,074,447
Williams Cos., Inc. (The)
4.85%, due 3/1/48	570,000	517,748
		13,845,803
Real Estate Investment Trusts 1.1%
American Tower Corp.
2.10%, due 6/15/30	2,695,000	2,260,599
Crown Castle, Inc.
5.80%, due 3/1/34	1,225,000	1,267,876
Simon Property Group LP
1.75%, due 2/1/28	1,950,000	1,752,307

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

14 MainStay VP Bond Portfolio

	Principal Amount	Value
Corporate Bonds (continued)
Real Estate Investment Trusts (continued)
Sun Communities Operating LP
2.70%, due 7/15/31	$    1,800,000	$   1,499,855
		6,780,637
Retail 0.7%
AutoZone, Inc.
5.20%, due 8/1/33	1,710,000	1,740,406
Home Depot, Inc. (The)
4.95%, due 9/15/52	1,070,000	1,081,176
Lowe's Cos., Inc.
5.15%, due 7/1/33	450,000	462,353
5.625%, due 4/15/53	625,000	655,266
5.75%, due 7/1/53	230,000	243,672
		4,182,873
Semiconductors 1.1%
Broadcom, Inc. (a)
2.45%, due 2/15/31	1,250,000	1,068,829
3.137%, due 11/15/35	925,000	759,410
3.469%, due 4/15/34	835,000	726,454
Intel Corp.
5.20%, due 2/10/33	605,000	632,031
5.70%, due 2/10/53	960,000	1,037,865
5.90%, due 2/10/63	205,000	228,494
Micron Technology, Inc.
6.75%, due 11/1/29	1,210,000	1,307,509
NXP BV
5.00%, due 1/15/33	955,000	956,477
QUALCOMM, Inc.
4.50%, due 5/20/52	260,000	242,788
Texas Instruments, Inc.
5.05%, due 5/18/63	90,000	92,192
		7,052,049
Software 0.5%
Microsoft Corp.
2.525%, due 6/1/50	965,000	658,779
Oracle Corp.
3.95%, due 3/25/51	360,000	281,904
4.90%, due 2/6/33	1,170,000	1,164,677
5.55%, due 2/6/53	850,000	850,237
		2,955,597
Telecommunications 1.8%
AT&T, Inc.
3.50%, due 9/15/53	730,000	529,766
3.55%, due 9/15/55	997,000	716,820
4.35%, due 3/1/29	1,464,000	1,444,834

	Principal Amount	Value
Telecommunications (continued)
AT&T, Inc. (continued)
5.40%, due 2/15/34	$    1,565,000	$   1,614,024
Bell Canada
3.65%, due 8/15/52	425,000	327,977
Rogers Communications, Inc.
4.55%, due 3/15/52	385,000	335,753
T-Mobile USA, Inc.
2.625%, due 2/15/29	2,095,000	1,886,074
3.40%, due 10/15/52	400,000	291,339
5.75%, due 1/15/34	1,680,000	1,781,879
Verizon Communications, Inc.
3.40%, due 3/22/41	685,000	545,288
4.50%, due 8/10/33	705,000	687,702
5.05%, due 5/9/33	1,285,000	1,310,863
		11,472,319
Transportation 0.7%
FedEx Corp.
5.25%, due 5/15/50	970,000	965,426
Norfolk Southern Corp.
3.00%, due 3/15/32	1,005,000	893,576
3.05%, due 5/15/50	605,000	430,314
Union Pacific Corp.
2.80%, due 2/14/32	2,060,000	1,827,546
United Parcel Service, Inc.
5.30%, due 4/1/50	520,000	553,857
		4,670,719
Trucking & Leasing 0.3%
Penske Truck Leasing Co. LP (a)
5.75%, due 5/24/26	940,000	947,443
6.05%, due 8/1/28	670,000	694,447
		1,641,890
Total Corporate Bonds (Cost $250,607,513)		255,677,777
Mortgage-Backed Securities 6.6%
Agency (Collateralized Mortgage Obligations) 1.2%
FHLMC, Strips
REMIC, Series 390, Class C5
2.00%, due 4/15/42 (f)	2,463,390	222,564
FNMA (f)
REMIC, Series 2023-2, Class DI
2.00%, due 5/25/51	16,658,773	2,179,196
REMIC, Series 2021-3, Class TI
2.50%, due 2/25/51	16,701,229	2,684,285

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

15

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Mortgage-Backed Securities (continued)
Agency (Collateralized Mortgage Obligations) (continued)
FNMA, Strips (f)
REMIC, Series 432, Class C6
2.00%, due 4/25/42 (g)	$   13,219,267	$   1,280,094
REMIC, Series 365, Class 13
5.50%, due 5/25/36	7,565,892	1,390,226
		7,756,365
Commercial Mortgage Loans (Collateralized Mortgage Obligations) 2.5%
BWAY Mortgage Trust
Series 2013-1515, Class A2
3.454%, due 3/10/33 (a)	2,320,000	2,177,918
CENT Trust
Series 2023-CITY, Class A
7.982% (1 Month SOFR + 2.62%), due 9/15/38 (a)(c)	2,400,000	2,412,027
FNMA, ACES
REMIC, Series 2019-M12, Class X3
0.602%, due 6/25/29 (f)(h)	77,000,000	2,206,104
GNMA (f)(h)
REMIC, Series 2023-179
0.612%, due 9/16/63	49,913,565	2,071,977
REMIC, Series 2023-108
0.699%, due 8/16/59	60,840,742	2,132,164
REMIC, Series 2021-106
0.859%, due 4/16/63	40,376,562	2,639,985
OPEN Trust
Series 2023-AIR, Class A
8.451% (1 Month SOFR + 3.089%), due 10/15/28 (a)(c)	2,303,890	2,308,604
		15,948,779
Whole Loan (Collateralized Mortgage Obligations) 2.9%
A&D Mortgage Trust (a)(b)
Series 2023-NQM3, Class A2
7.139%, due 7/25/68	2,895,214	2,925,694
Series 2023-NQM4, Class A1
7.472%, due 9/25/68	2,705,997	2,764,701
Series 2023-NQM4, Class A2
7.826%, due 9/25/68	1,967,998	2,010,851
BRAVO Residential Funding Trust
Series 2023-NQM8, Class A1
6.394%, due 10/25/63 (a)(b)	2,250,000	2,264,204
COLT Mortgage Loan Trust (a)(b)
Series 2023-4, Class A1
7.163%, due 10/25/68	2,730,065	2,796,868

	Principal Amount	Value
Whole Loan (Collateralized Mortgage Obligations) (continued)
COLT Mortgage Loan Trust (a)(b) (continued)
Series 2023-3, Class A1
7.18%, due 9/25/68	$    2,461,075	$   2,520,828
GCAT Trust
Series 2023-NQM3, Class A1
6.889%, due 8/25/68 (a)(i)	2,943,647	2,987,904
		18,271,050
Total Mortgage-Backed Securities (Cost $41,636,306)		41,976,194
U.S. Government & Federal Agencies 44.9%
Federal Home Loan Mortgage Corporation (Mortgage Pass-Through Securities) 6.0%
FHLMC Gold Pools, 15 Year
5.00%, due 3/1/25	2,142	2,156
FHLMC Gold Pools, 30 Year
6.50%, due 11/1/35	1,737	1,817
6.50%, due 8/1/37	13,092	13,725
UMBS Pool, 30 Year
2.00%, due 8/1/50	3,258,368	2,682,978
2.00%, due 11/1/50	2,593,726	2,158,766
2.00%, due 3/1/51	2,833,269	2,333,190
2.50%, due 7/1/50	4,230,746	3,665,589
2.50%, due 10/1/50	2,354,681	2,037,806
2.50%, due 11/1/50	2,569,653	2,238,274
2.50%, due 2/1/51	2,883,854	2,504,611
2.50%, due 10/1/51	2,131,471	1,842,024
2.50%, due 4/1/52	2,356,761	2,032,084
3.00%, due 3/1/52	4,588,763	4,148,698
3.50%, due 11/1/51	3,207,527	2,957,817
4.00%, due 10/1/52	2,987,255	2,839,976
5.00%, due 12/1/52	2,555,164	2,531,149
5.00%, due 7/1/53	2,435,897	2,418,263
5.50%, due 10/1/52	1,639,451	1,651,066
		38,059,989
Federal National Mortgage Association (Mortgage Pass-Through Securities) 14.3%
UMBS, 15 Year
2.00%, due 3/1/37	5,398,292	4,869,979
4.50%, due 5/1/24	5,708	5,676
UMBS, 30 Year
2.00%, due 8/1/50	3,486,771	2,881,425
2.00%, due 9/1/50	5,493,986	4,571,380
2.00%, due 12/1/50	3,368,395	2,779,244
2.00%, due 3/1/51	4,346,581	3,604,240
2.00%, due 3/1/51	5,432,899	4,492,435

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

16 MainStay VP Bond Portfolio

	Principal Amount	Value
U.S. Government & Federal Agencies (continued)
Federal National Mortgage Association (Mortgage Pass-Through Securities) (continued)
UMBS, 30 Year (continued)
2.00%, due 3/1/52	$    4,846,405	$   4,001,427
2.50%, due 5/1/43	233,788	203,970
2.50%, due 6/1/50	2,907,316	2,514,914
2.50%, due 9/1/50	2,060,769	1,792,967
2.50%, due 8/1/51	4,559,861	3,952,425
2.50%, due 9/1/51	2,000,000	1,717,106
2.50%, due 10/1/51	3,591,691	3,095,609
2.50%, due 10/1/51	2,918,977	2,535,387
2.50%, due 11/1/51	3,231,276	2,804,614
2.50%, due 4/1/52	2,350,000	2,026,581
3.00%, due 11/1/48	2,940,479	2,678,988
3.00%, due 2/1/50	4,921,684	4,473,849
3.00%, due 1/1/52	3,594,430	3,217,053
3.50%, due 5/1/48	4,807,753	4,511,675
3.50%, due 2/1/52	2,189,941	2,019,319
3.50%, due 3/1/52	2,614,340	2,407,529
4.00%, due 5/1/52	5,119,480	4,886,861
4.50%, due 7/1/52	2,740,739	2,658,431
4.50%, due 7/1/52	1,926,998	1,877,132
5.50%, due 10/1/52	2,671,393	2,689,702
5.50%, due 12/1/52	4,612,851	4,694,128
6.00%, due 9/1/53	2,404,082	2,487,285
6.50%, due 10/1/36	10,004	10,589
6.50%, due 8/1/37	1,831	1,901
7.00%, due 9/1/37	15,893	16,593
7.00%, due 10/1/37	263	275
7.00%, due 11/1/37	3,553	3,673
7.50%, due 7/1/28	3,403	3,402
UMBS, Single Family, 30 Year (j)
4.50%, due 1/25/54 TBA	1,500,000	1,453,945
6.00%, due 1/25/54 TBA	1,850,000	1,878,328
6.50%, due 1/25/54 TBA	1,600,000	1,639,563
		91,459,600
Government National Mortgage Association (Mortgage Pass-Through Securities) 4.4%
GNMA I, Single Family, 30 Year
4.00%, due 3/15/44	19,243	18,677
4.00%, due 7/15/44	127,521	123,007
4.00%, due 7/15/45	56,413	54,697
4.50%, due 6/15/39	305,806	307,547
4.50%, due 6/15/40	127,173	126,661
GNMA II, 30 Year
2.00%, due 3/20/51	3,824,379	3,160,116
2.50%, due 1/20/51	1,883,691	1,626,855

	Principal Amount	Value
Government National Mortgage Association (Mortgage Pass-Through Securities) (continued)
GNMA II, 30 Year (continued)
2.50%, due 3/20/51	$    3,747,053	$   3,268,777
2.50%, due 4/20/51	4,704,175	4,100,794
3.50%, due 5/20/52	3,187,589	2,961,345
4.50%, due 9/20/52	2,987,124	2,923,171
GNMA II, Single Family, 30 Year
3.00%, due 8/20/51	3,014,974	2,734,982
3.00%, due 10/20/51	3,248,238	2,942,158
4.00%, due 4/20/52	2,199,742	2,098,922
5.00%, due 7/20/52	1,599,098	1,589,119
		28,036,828
United States Treasury Bonds 3.5%
U.S. Treasury Bonds
1.875%, due 2/15/41	3,770,000	2,710,424
2.375%, due 2/15/42	2,140,000	1,641,948
2.875%, due 5/15/52	4,560,000	3,630,544
3.25%, due 5/15/42	500,000	438,672
4.375%, due 8/15/43	5,050,000	5,154,945
4.75%, due 11/15/53	7,925,000	8,887,145
		22,463,678
United States Treasury Notes 16.7%
U.S. Treasury Notes
4.375%, due 11/30/28	16,835,000	17,226,940
4.375%, due 11/30/30	37,900,000	38,971,859
4.625%, due 11/15/26	30,100,000	30,575,015
5.00%, due 10/31/25	19,975,000	20,202,840
		106,976,654
Total U.S. Government & Federal Agencies (Cost $284,629,849)		286,996,749
Total Long-Term Bonds (Cost $624,000,669)		631,089,272
Total Investments, Before Investments Sold Short (Cost $624,000,669)	98.8%	631,089,272

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

17

Portfolio of Investments December 31, 2023^{†^} (continued)

	Principal Amount	Value
Investments Sold Short (0.1)%
U.S. Government & Federal Agency Sold Short (0.1)%
Federal National Mortgage Association (Mortgage Pass-Through Security) (0.1)%
UMBS, Single Family, 30 Year
4.00%, due 1/25/54 TBA (j)	$      (750,000)	$     (709,306)
Total Investments Sold Short (Proceeds $688,711)		(709,306)
Total Investments, Net of Investments Sold Short (Cost $623,311,958)	98.7%	630,379,966
Other Assets, Less Liabilities	1.3	8,386,738
Net Assets	100.0%	$  638,766,704

†	Percentages indicated are based on Portfolio net assets.
^	Industry classifications may be different than those used for compliance monitoring purposes.
‡	Less than one-tenth of a percent.
(a)	May be sold to institutional investors only under Rule 144A or securities offered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
(b)	Step coupon—Rate shown was the rate in effect as of December 31, 2023.
(c)	Floating rate—Rate shown was the rate in effect as of December 31, 2023.
(d)	Delayed delivery security.

(e)	Fixed to floating rate—Rate shown was the rate in effect as of December 31, 2023.
(f)	Collateralized Mortgage Obligation Interest Only Strip—Pays a fixed or variable rate of interest based on mortgage loans or mortgage pass-through securities. The principal amount of the underlying pool represents the notional amount on which the current interest was calculated. The value of these stripped securities may be particularly sensitive to changes in prevailing interest rates and are typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities.
(g)	Illiquid security—As of December 31, 2023, the total market value deemed illiquid under procedures approved by the Board of Trustees was $1,280,094, which represented 0.2% of the Portfolio’s net assets. (Unaudited)
(h)	Collateral strip rate—A bond whose interest was based on the weighted net interest rate of the collateral. The coupon rate adjusts periodically based on a predetermined schedule. Rate shown was the rate in effect as of December 31, 2023.
(i)	Coupon rate may change based on changes of the underlying collateral or prepayments of principal. Rate shown was the rate in effect as of December 31, 2023.
(j)	TBA—Security purchased on a forward commitment basis with an approximate principal amount and maturity date. The actual principal amount and maturity date will be determined upon settlement. As of December 31, 2023, the total net market value was $4,262,530, which represented 0.7% of the Portfolio’s net assets. All or a portion of this security is a part of a mortgage dollar roll agreement.

 

Futures Contracts

As of December 31, 2023, the Portfolio held the following futures contracts¹:

Type	Number of Contracts	Expiration Date	Value at Trade Date	Current Notional Amount	Unrealized Appreciation (Depreciation)2
Long Contracts
U.S. Treasury 2 Year Notes	87	March 2024	$  17,763,647	$  17,914,523	$  150,876
U.S. Treasury 5 Year Notes	110	March 2024	11,720,166	11,965,078	244,912
U.S. Treasury Ultra Bonds	334	March 2024	40,804,174	44,620,313	3,816,139
Total Long Contracts					4,211,927
Short Contracts
U.S. Treasury 10 Year Notes	(136)	March 2024	(14,915,240)	(15,353,125)	(437,885)
U.S. Treasury 10 Year Ultra Bonds	(114)	March 2024	(12,897,758)	(13,453,781)	(556,023)
Total Short Contracts					(993,908)
Net Unrealized Appreciation					$  3,218,019

1.	As of December 31, 2023, cash in the amount of $1,981,500 was on deposit with a broker or futures commission merchant for futures transactions.
2.	Represents the difference between the value of the contracts at the time they were opened and the value as of December 31, 2023.

Abbreviation(s):

ACES—Alternative Credit Enhancement Securities

CLO—Collateralized Loan Obligation

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

18 MainStay VP Bond Portfolio

FHLMC—Federal Home Loan Mortgage Corp.

FNMA—Federal National Mortgage Association

GNMA—Government National Mortgage Association

REMIC—Real Estate Mortgage Investment Conduit

SOFR—Secured Overnight Financing Rate

TBA—To Be Announced

UMBS—Uniform Mortgage Backed Securities

The following is a summary of the fair valuations according to the inputs used as of December 31, 2023, for valuing the Portfolio’s assets and liabilities:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Asset Valuation Inputs
Investments in Securities (a)
Long-Term Bonds
Asset-Backed Securities	$  —	$  46,438,552	$ —	$  46,438,552
Corporate Bonds	—	255,677,777	—	255,677,777
Mortgage-Backed Securities	—	41,976,194	—	41,976,194
U.S. Government & Federal Agencies	—	286,996,749	—	286,996,749
Total Investments in Securities	—	631,089,272	—	631,089,272
Other Financial Instruments
Futures Contracts (b)	4,211,927	—	—	4,211,927
Total Investments in Securities and Other Financial Instruments	$  4,211,927	$  631,089,272	$ —	$  635,301,199
Liability Valuation Inputs
Long-Term Bonds Sold Short
U.S. Government & Federal Agency Sold Short	$  —	$  (709,306)	$ —	$  (709,306)
Other Financial Instruments
Futures Contracts (b)	(993,908)	—	—	(993,908)
Total Investments in Securities Sold Short and Other Financial Instruments	$  (993,908)	$  (709,306)	$ —	$  (1,703,214)

(a)	For a complete listing of investments and their industries, see the Portfolio of Investments.
(b)	The value listed for these securities reflects unrealized appreciation (depreciation) as shown on the Portfolio of Investments.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

19

Statement of Assets and Liabilities as of December 31, 2023

Assets
Investment in securities, at value (identified cost $624,000,669)	$631,089,272
Cash	4,280,651
Cash collateral on deposit at broker for futures contracts	1,981,500
Receivables:
Investment securities sold	6,894,292
Interest	5,281,303
Portfolio shares sold	24,192
Other assets	19,325
Total assets	649,570,535
Liabilities
Investments sold short (proceeds $688,711)	709,306
Payables:
Investment securities purchased	9,133,555
Portfolio shares redeemed	439,408
Manager (See Note 3)	267,615
Variation margin on futures contracts	103,849
NYLIFE Distributors (See Note 3)	78,423
Professional fees	41,324
Custodian	21,832
Shareholder communication	7,047
Accrued expenses	1,472
Total liabilities	10,803,831
Net assets	$638,766,704
Composition of Net Assets
Shares of beneficial interest outstanding (par value of $.001 per share) unlimited number of shares authorized	$ 52,002
Additional paid-in-capital	736,598,369
	736,650,371
Total distributable earnings (loss)	(97,883,667)
Net assets	$638,766,704

Initial Class
Net assets applicable to outstanding shares	$266,632,296
Shares of beneficial interest outstanding	21,559,320
Net asset value per share outstanding	$ 12.37
Service Class
Net assets applicable to outstanding shares	$372,134,408
Shares of beneficial interest outstanding	30,442,965
Net asset value per share outstanding	$ 12.22

 

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

20 MainStay VP Bond Portfolio

Statement of Operations for the year ended December 31, 2023 

Investment Income (Loss)
Income
Interest	$ 32,268,620
Expenses
Manager (See Note 3)	3,301,721
Distribution/Service—Service Class (See Note 3)	942,184
Professional fees	117,421
Custodian	48,058
Trustees	17,698
Shareholder communication	3,599
Miscellaneous	13,325
Total expenses	4,444,006
Net investment income (loss)	27,824,614
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Unaffiliated investment transactions	(27,627,313)
Futures transactions	(7,306,683)
Net realized gain (loss)	(34,933,996)
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments	37,045,289
Futures contracts	3,914,711
Investments sold short	(20,595)
Net change in unrealized appreciation (depreciation)	40,939,405
Net realized and unrealized gain (loss)	6,005,409
Net increase (decrease) in net assets resulting from operations	$ 33,830,023

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

21

Statements of Changes in Net Assets
for the years ended December 31, 2023 and December 31, 2022

	2023	2022
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$ 27,824,614	$ 17,635,047
Net realized gain (loss)	(34,933,996)	(99,034,005)
Net change in unrealized appreciation (depreciation)	40,939,405	(42,710,979)
Net increase (decrease) in net assets resulting from operations	33,830,023	(124,109,937)
Distributions to shareholders:
Initial Class	(8,428,021)	(5,913,796)
Service Class	(9,819,848)	(6,975,813)
Total distributions to shareholders	(18,247,869)	(12,889,609)
Capital share transactions:
Net proceeds from sales of shares	60,830,751	90,735,240
Net asset value of shares issued to shareholders in reinvestment of distributions	18,247,869	12,889,609
Cost of shares redeemed	(135,979,597)	(172,961,774)
Increase (decrease) in net assets derived from capital share transactions	(56,900,977)	(69,336,925)
Net increase (decrease) in net assets	(41,318,823)	(206,336,471)
Net Assets
Beginning of year	680,085,527	886,421,998
End of year	$ 638,766,704	$ 680,085,527

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

22 MainStay VP Bond Portfolio

Financial Highlights selected per share data and ratios

	Year Ended December 31,
Initial Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 12.08	$ 14.43	$ 15.37	$ 14.57	$ 13.72
Net investment income (loss) (a)	0.52	0.33	0.21	0.28	0.37
Net realized and unrealized gain (loss)	0.12	(2.42)	(0.42)	0.87	0.88
Total from investment operations	0.64	(2.09)	(0.21)	1.15	1.25
Less distributions:
From net investment income	(0.35)	(0.26)	(0.27)	(0.31)	(0.40)
From net realized gain on investments	—	—	(0.46)	(0.04)	—
Total distributions	(0.35)	(0.26)	(0.73)	(0.35)	(0.40)
Net asset value at end of year	$ 12.37	$ 12.08	$ 14.43	$ 15.37	$ 14.57
Total investment return (b)	5.58%	(14.47)%	(1.37)%	7.94%	9.12%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	4.30%	2.53%	1.39%	1.83%	2.60%
Net expenses (c)	0.52%	0.53%	0.52%	0.53%	0.54%
Portfolio turnover rate (d)	469%	474%	326%	255%	204%
Net assets at end of year (in 000's)	$ 266,632	$ 292,815	$ 366,020	$ 412,053	$ 341,408

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(d)	The portfolio turnover rates not including mortgage dollar rolls were 463%, 438%, 194%, 241% and 197% for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, respectively.

	Year Ended December 31,
Service Class	2023	2022	2021	2020	2019
Net asset value at beginning of year	$ 11.93	$ 14.25	$ 15.19	$ 14.41	$ 13.58
Net investment income (loss) (a)	0.49	0.29	0.17	0.24	0.33
Net realized and unrealized gain (loss)	0.12	(2.39)	(0.41)	0.86	0.87
Total from investment operations	0.61	(2.10)	(0.24)	1.10	1.20
Less distributions:
From net investment income	(0.32)	(0.22)	(0.24)	(0.28)	(0.37)
From net realized gain on investments	—	—	(0.46)	(0.04)	—
Total distributions	(0.32)	(0.22)	(0.70)	(0.32)	(0.37)
Net asset value at end of year	$ 12.22	$ 11.93	$ 14.25	$ 15.19	$ 14.41
Total investment return (b)	5.31%	(14.68)%	(1.62)%	7.67%	8.85%
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss)	4.05%	2.26%	1.14%	1.57%	2.34%
Net expenses (c)	0.77%	0.78%	0.77%	0.78%	0.79%
Portfolio turnover rate (d)	469%	474%	326%	255%	204%
Net assets at end of year (in 000's)	$ 372,134	$ 387,271	$ 520,402	$ 530,338	$ 427,338

(a)	Per share data based on average shares outstanding during the year.
(b)	Total return does not reflect any deduction of sales charges, mortality and expense charges, contract charges or administrative charges. For periods of less than one year, total return is not annualized.
(c)	In addition to the fees and expenses which the Portfolio bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
(d)	The portfolio turnover rates not including mortgage dollar rolls were 463%, 438%, 194%, 241% and 197% for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, respectively.

The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements.

23

Notes to Financial Statements

Note 1–Organization and Business

MainStay VP Funds Trust (the “Fund”) was organized as a Delaware statutory trust on February 1, 2011. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is comprised of thirty-one separate series (collectively referred to as the “Portfolios”). These financial statements and notes relate to the MainStay VP Bond Portfolio (the "Portfolio"), a "diversified” portfolio, as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

Shares of the Portfolio are currently offered to certain separate accounts to fund variable annuity policies and variable universal life insurance policies issued by New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”) and may also be offered to fund variable annuity policies and variable universal life insurance policies issued by other insurance companies. NYLIAC allocates shares of the Portfolio to, among others, certain NYLIAC separate accounts. Shares of the Portfolio are also offered to the MainStay VP Conservative Allocation Portfolio, MainStay VP Moderate Allocation Portfolio, MainStay VP Growth Allocation Portfolio and MainStay VP Equity Allocation Portfolio, which operate as “funds-of-funds," and other variable insurance funds.

The following table lists the Portfolio's share classes that have been registered and commenced operations:

Class	Commenced Operations
Initial Class	January 23, 1984
Service Class	June 4, 2003

Shares of the Portfolio are offered and are redeemed at a price equal to their respective net asset value (“NAV”) per share. No sales or redemption charge is applicable to the purchase or redemption of the Portfolio's shares. Under the terms of the Fund’s multiple class plan, adopted pursuant to Rule 18f-3 under the 1940 Act, the classes differ in that, among other things, Service Class shares of the Portfolio pay a combined distribution and service fee of 0.25% of average daily net assets attributable to Service Class shares of the Portfolio to the Distributor (as defined in Note 3(B)) pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act. Contract owners of variable annuity contracts purchased after June 2, 2003, are permitted to invest only in the Service Class shares.

The Portfolio's investment objective is to seek total return.

Note 2–Significant Accounting Policies

The Portfolio is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services—Investment Companies. The Portfolio prepares its financial statements in accordance with generally accepted

accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.

(A) Securities Valuation.  Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Portfolio is open for business ("valuation date").

Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees of the Fund (the "Board") has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager") as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair valuations relating to all investments in the Portfolio’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies; testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate; identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and establish prices of securities for which market quotations are not readily available. The Portfolio's and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of methodologies for determining and calculating the fair value of Portfolio investments. The Valuation Designee may value the Portfolio's portfolio securities for which market quotations are not readily available and other Portfolio assets utilizing inputs from pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.

The Valuation Committee establishes prices of securities for which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Portfolio can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Portfolio would reasonably expect to receive upon selling an asset or liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the

 

24 MainStay VP Bond Portfolio

asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices (unadjusted) in active markets for an identical asset or liability

• Level 2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability)

The level of an asset or liability within the fair value hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Portfolio’s assets and liabilities as of December 31, 2023, is included at the end of the Portfolio of Investments.

The Portfolio may use third-party vendor evaluations, whose prices may be derived from one or more of the following standard inputs, among others:

• Benchmark yields	• Reported trades
• Broker/dealer quotes	• Issuer spreads
• Two-sided markets	• Benchmark securities
• Bids/offers	• Reference data (corporate actions or material event notices)
• Industry and economic events	• Comparable bonds
• Monthly payment information

An asset or liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an

income-based valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation procedures. Although the Valuation Procedures are designed to value a security at the price the Portfolio may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Portfolio would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended December 31, 2023, there were no material changes to the fair value methodologies.

Securities which may be valued in this manner include, but are not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place; and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.

Futures contracts are valued at the last posted settlement price on the market where such futures are primarily traded. These securities are generally categorized as Level 1 in the hierarchy.

Debt securities (other than convertible and municipal bonds) are valued at the evaluated bid prices (evaluated mean prices in the case of convertible and municipal bonds) supplied by a pricing agent or broker selected by the Valuation Designee, in consultation with the Subadvisor. The evaluations are market-based measurements processed through a pricing application and represents the pricing agent’s good faith determination as to what a holder may receive in an orderly transaction under market conditions. The rules-based logic utilizes valuation techniques that reflect participants’ assumptions and vary by asset class and per methodology, maximizing the use of relevant observable data including quoted prices for similar assets, benchmark yield curves and market corroborated inputs. The evaluated bid or mean prices are deemed by the Valuation Designee, in consultation with the Subadvisor, to be representative of market values at the regular close of trading of the Exchange on each valuation date. Debt securities purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date. Debt securities, including corporate bonds, U.S. government and federal agency bonds, municipal bonds, foreign bonds, convertible bonds,

25

Notes to Financial Statements (continued)

asset-backed securities and mortgage-backed securities are generally categorized as Level 2 in the hierarchy.

The information above is not intended to reflect an exhaustive list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.

A portfolio investment may be classified as an illiquid investment under the Portfolio's written liquidity risk management program and related procedures (“Liquidity Program”). Illiquidity of an investment might prevent the sale of such investment at a time when the Manager or the Subadvisor might wish to sell, and these investments could have the effect of decreasing the overall level of the Portfolio's liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid investments, requiring the Portfolio to rely on judgments that may be somewhat subjective in measuring value, which could vary materially from the amount that the Portfolio could realize upon disposition. Difficulty in selling illiquid investments may result in a loss or may be costly to the Portfolio. An illiquid investment is any investment that the Manager or Subadvisor reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The liquidity classification of each investment will be made using information obtained after reasonable inquiry and taking into account, among other things, relevant market, trading and investment-specific considerations in accordance with the Liquidity Program. Illiquid investments are often fair valued in accordance with the Portfolio's procedures described above. The liquidity of the Portfolio's investments was determined as of December 31, 2023, and can change at any time.

(B) Income Taxes.  The Portfolio's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies and to distribute all of its taxable income to the shareholders of the Portfolio within the allowable time limits.

The Manager evaluates the Portfolio’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the Portfolio's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Portfolio's financial statements. The Portfolio's federal, state and local income tax and federal excise tax

returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

(C) Dividends and Distributions to Shareholders. Dividends and distributions are recorded on the ex-dividend date. The Portfolio intends to declare and pay dividends from net investment income and distributions from net realized capital and currency gains, if any, at least annually. All dividends and distributions are reinvested at NAV in the same class of shares of the Portfolio. Dividends and distributions to shareholders are determined in accordance with federal income tax regulations and may differ from determinations using GAAP.

(D) Security Transactions and Investment Income. The Portfolio records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method and includes any realized gains and losses from repayments of principal on mortgage-backed securities. Discounts and premiums on securities purchased for the Portfolio are accreted and amortized, respectively, on the effective interest rate method.

Investment income and realized and unrealized gains and losses on investments of the Portfolio are allocated pro rata to the separate classes of shares based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred.

The Portfolio may place a debt security on non-accrual status and reduce related interest income by ceasing current accruals and writing off all or a portion of any interest receivables when the collection of all or a portion of such interest has become doubtful. A debt security is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

(E) Expenses.  Expenses of the Fund are allocated to the individual Portfolios in proportion to the net assets of the respective Portfolios when the expenses are incurred, except where direct allocations of expenses can be made. Expenses (other than fees incurred under the distribution and service plans, further discussed in Note 3(B), which are charged directly to the Service Class shares) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by the Portfolio, including those of related parties to the Portfolio, are shown in the Statement of Operations.

(F) Use of Estimates.  In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates and assumptions.

(G) Futures Contracts.  A futures contract is an agreement to purchase or sell a specified quantity of an underlying instrument at a specified future date and price, or to make or receive a cash payment

 

26 MainStay VP Bond Portfolio

based on the value of a financial instrument (e.g., foreign currency, interest rate, security or securities index). The Portfolio is subject to risks such as market price risk, leverage risk, liquidity risk, counterparty risk, operational risk, legal risk and/or interest rate risk in the normal course of investing in these contracts. Upon entering into a futures contract, the Portfolio is required to pledge to the broker or futures commission merchant an amount of cash and/or U.S. government securities equal to a certain percentage of the collateral amount, known as the “initial margin.” During the period the futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking to market such contract on a daily basis to reflect the market value of the contract at the end of each day’s trading. The Portfolio agrees to receive from or pay to the broker or futures commission merchant an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin.” When the futures contract is closed, the Portfolio records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Portfolio's basis in the contract.

The use of futures contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract or notional amounts and variation margin reflect the extent of the Portfolio's involvement in open futures positions. There are several risks associated with the use of futures contracts as hedging  techniques. There can be no assurance that a liquid market will exist at the time when the Portfolio seeks to close out a futures contract. If no liquid market exists, the Portfolio would remain obligated to meet margin requirements until the position is closed. Futures contracts may involve a small initial investment relative to the risk assumed, which could result in losses greater than if the Portfolio did not invest in futures contracts. Futures contracts may be more volatile than direct investments in the instrument underlying the futures and may not correlate to the underlying instrument, causing a given hedge not to achieve its objectives. The Portfolio's activities in futures contracts have minimal counterparty risk as they are conducted through regulated exchanges that guarantee the futures against default by the counterparty. In the event of a bankruptcy or insolvency of a futures commission merchant that holds margin on behalf of the Portfolio, the Portfolio may not be entitled to the return of the entire margin owed to the Portfolio, potentially resulting in a loss. The Portfolio may invest in futures contracts to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. The Portfolio's investment in futures contracts and other derivatives may increase the volatility of the Portfolio's NAVs and may result in a loss to the Portfolio.

(H) Securities Sold Short. During the year ended December 31, 2023, the Portfolio engaged in sales of securities it did not own ("short sales") as part of its investment strategies. During the period a short position is open, depending on the nature and type of security, a short position is reflected as a liability and is marked to market in accordance with the valuation methodologies previously detailed (See Note 2(A)). Liabilities for securities sold short are closed out by purchasing the

applicable securities for delivery to the counterparty broker. A gain, limited to the price at which the Portfolio sold the security short, or a loss, unlimited as to dollar amount, will be recognized upon termination of a short sale if the market price on the date the short position is closed out is less or greater, respectively, than the proceeds originally received. Any such gain or loss may be offset, completely or in part, by the change in the value of the hedged investments. Interest on short positions held is accrued daily, while dividends declared on short positions existing on the record date are recorded on the ex-dividend date as a dividend expense in the Statement of Operations. Broker fees and other expenses related to securities sold short are disclosed in the Statement of Operations. Short sales involve risk of loss in excess of the related amounts reflected in the Statement of Assets and Liabilities.

(I) Dollar Rolls. The Portfolio may enter into dollar roll transactions in which it sells mortgage-backed securities ("MBS") from its portfolio to a counterparty from whom it simultaneously agrees to buy a similar security on a delayed delivery basis. The Portfolio generally transfers MBS where the MBS are "to be announced," therefore, the Portfolio accounts for these transactions as purchases and sales.

When accounted for as purchase and sales, the securities sold in connection with the dollar rolls are removed from the portfolio and a realized gain or loss is recognized. The securities the Portfolio has agreed to acquire are included at market value in the Portfolio of Investments and liabilities for such purchase commitments are included as payables for investments purchased. During the roll period, the Portfolio foregoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the forward price for the future as well as by the earnings on the cash proceeds of the initial sale. Dollar rolls may be renewed without physical delivery of the securities subject to the contract. Dollar roll transactions involve certain risks, including the risk that the securities returned to the Portfolio at the end of the roll period, while substantially similar, could be inferior to what was initially sold to the counterparty.

(J) Delayed Delivery Transactions.  The Portfolio may purchase or sell securities on a delayed delivery basis. These transactions involve a commitment by the Portfolio to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement period. When delayed delivery purchases are outstanding, the Portfolio will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Portfolio assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its NAV. The Portfolio may dispose of or renegotiate a delayed delivery transaction after it is entered into, and may sell delayed delivery securities before they are delivered, which may result in a realized gain or loss. When the Portfolio has sold a security it owns on a delayed delivery basis, the Portfolio does not participate in future gains and losses with respect to the security.

27

Notes to Financial Statements (continued)

(K) Debt Securities Risk.  The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region. Debt securities are also subject to the risks associated with changes in interest rates.

Investments in the Portfolio are not guaranteed, even though some of the Portfolio’s underlying investments are guaranteed by the U.S. government or its agencies or instrumentalities. The principal risk of mortgage-related and asset-backed securities is that the underlying debt may be prepaid ahead of schedule, if interest rates fall, thereby reducing the value of the Portfolio’s investment. If interest rates rise, less of the debt may be prepaid and the Portfolio may lose money because the Portfolio may be unable to invest in higher yielding assets. The Portfolio is subject to interest-rate risk and can lose principal value when interest rates rise. Bonds are also subject to credit risk, in which the bond issuer may fail to pay interest and principal in a timely manner.

The Portfolio may invest in foreign debt securities, which carry certain risks that are in addition to the usual risks inherent in domestic instruments. Foreign regulatory regimes and securities markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Fund’s investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Portfolio to meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.

(L) Indemnifications.  Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Portfolio enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Portfolio.

(M) Quantitative Disclosure of Derivative Holdings. The following tables show additional disclosures related to the Portfolio's derivative and hedging activities, including how such activities are

accounted for and their effect on the Portfolio's financial positions, performance and cash flows.

The Portfolio entered into futures contracts in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of the Portfolio's securities as well as help manage the duration and yield curve positioning of the portfolio. These derivatives are not accounted for as hedging instruments.

Fair value of derivative instruments as of December 31, 2023:

Asset Derivatives	Interest Rate Contracts Risk	Total
Futures Contracts - Net Assets—Net unrealized appreciation on futures contracts (a)	$4,211,927	$4,211,927
Total Fair Value	$4,211,927	$4,211,927

(a) Includes cumulative appreciation (depreciation) of futures contracts as reported in the Portfolio of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

Liability Derivatives	Interest Rate Contracts Risk	Total
Futures Contracts - Net Assets—Net unrealized depreciation on futures contracts (a)	$(993,908)	$(993,908)
Total Fair Value	$(993,908)	$(993,908)

(a) Includes cumulative appreciation (depreciation) of futures contracts as reported in the Portfolio of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2023:

Net Realized Gain (Loss) from:	Interest Rate Contracts Risk	Total
Futures Transactions	$(7,306,683)	$(7,306,683)
Total Net Realized Gain (Loss)	$(7,306,683)	$(7,306,683)

Net Change in Unrealized Appreciation (Depreciation)	Interest Rate Contracts Risk	Total
Futures Contracts	$3,914,711	$3,914,711
Total Net Change in Unrealized Appreciation (Depreciation)	$3,914,711	$3,914,711

Average Notional Amount	Total
Futures Contracts Long	$ 79,945,218
Futures Contracts Short	$(39,212,523)

 

28 MainStay VP Bond Portfolio

Note 3–Fees and Related Party Transactions

(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life, serves as the Portfolio's Manager pursuant to an Amended and Restated Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Portfolio. Except for the portion of salaries and expenses that are the responsibility of the Portfolio, the Manager pays the salaries and expenses of all personnel affiliated with the Portfolio and certain operational expenses of the Portfolio. The Portfolio reimburses New York Life Investments in an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Portfolio. NYL Investors LLC ("NYL Investors" or ''Subadvisor''), a registered investment adviser and a direct, wholly-owned subsidiary of New York Life, serves as the Subadvisor to the Portfolio and is responsible for the day-to-day portfolio management of the Portfolio. Pursuant to the terms of a Subadvisory Agreement between New York Life Investments and NYL Investors, New York Life Investments pays for the services of the Subadvisor.

Pursuant to the Management Agreement, the Fund pays the Manager, on behalf of the Portfolio, a monthly fee for the services performed and the facilities furnished at an annual rate of the Portfolio's average daily net assets as follows: 0.50% up to $500 million; 0.475% from $500 million to $1 billion; 0.45% from $1 billion to $3 billion; and 0.44% in excess of $3 billion. During the year ended December 31, 2023, the effective management fee rate was 0.49% of the Portfolio's average daily net assets.

During the year ended December 31, 2023, New York Life Investments earned fees from the Portfolio in the amount of $3,301,721 and paid the Subadvisor fees in the amount of $1,650,860.

JPMorgan Chase Bank, N.A. ("JPMorgan") provides sub-administration and sub-accounting services to the Portfolio pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Portfolio, maintaining the general ledger and sub-ledger accounts for the calculation of the Portfolio's NAVs, and assisting New York Life Investments in conducting various aspects of the Portfolio's administrative operations. For providing these services to the Portfolio, JPMorgan is compensated by New York Life Investments.

Pursuant to an agreement between the Fund and New York Life Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Portfolio. The Portfolio will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in connection with providing or procuring these services for the Portfolio.

(B) Distribution and Service Fees.  The Fund, on behalf of the Portfolio, has entered into a distribution agreement with NYLIFE Distributors LLC (the “Distributor”), an affiliate of New York Life Investments. The Portfolio has adopted a distribution plan (the “Plan”) in

accordance with the provisions of Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor has agreed to provide, through its affiliates or independent third parties, various distribution-related, shareholder and administrative support services to the Service Class shareholders. For its services, the Distributor is entitled to a combined distribution and service fee accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets attributable to the Service Class shares of the Portfolio.

Note 4-Federal Income Tax

As of December 31, 2023, the cost and unrealized appreciation (depreciation) of the Portfolio’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:

	Federal Tax Cost	Gross Unrealized Appreciation	Gross Unrealized (Depreciation)	Net Unrealized Appreciation/ (Depreciation)
Investments in Securities	$623,437,725	$13,522,406	$(7,907,495)	$5,614,911

As of December 31, 2023, the components of accumulated gain (loss) on a tax basis were as follows:

Ordinary Income	Accumulated Capital and Other Gain (Loss)	Other Temporary Differences	Unrealized Appreciation (Depreciation)	Total Accumulated Gain (Loss)
$27,827,035	$(132,652,944)	$—	$6,942,242	$(97,883,667)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily due to mark to market of futures contracts, wash sale and straddle loss deferral adjustments.

As of December 31, 2023, for federal income tax purposes, capital loss carryforwards of $131,325,613, as shown in the table below, were available to the extent provided by the regulations to offset future realized gains of the Portfolio. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such amounts.

Capital Loss Available Through	Short-Term Capital Loss Amounts (000’s)	Long-Term Capital Loss Amounts (000’s)
Unlimited	$62,592	$68,733

During the years ended December 31, 2023 and December 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:

	2023	2022
Distributions paid from:
Ordinary Income	$18,247,869	$12,889,609

29

Notes to Financial Statements (continued)

Note 5–Custodian

JPMorgan is the custodian of cash and securities held by the Portfolio. Custodial fees are charged to the Portfolio based on the Portfolio's net assets and/or the market value of securities held by the Portfolio and the number of certain transactions incurred by the Portfolio.

Note 6–Line of Credit

The Portfolio and certain other funds managed by New York Life Investments maintain a line of credit with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive redemption requests.

Effective July 25, 2023, under the credit agreement (the “Credit Agreement”), the aggregate commitment amount is $600,000,000 with an additional uncommitted amount of $100,000,000. The commitment fee is an annual rate of 0.15% of the average commitment amount payable quarterly, regardless of usage, to JPMorgan, who serves as the agent to the syndicate. The commitment fee is allocated among the Portfolio and certain other funds managed by New York Life Investments based upon their respective net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Rate, Daily SOFR + 0.10%, or the Overnight Bank Funding Rate, whichever is higher. The Credit Agreement expires on July 23, 2024, although the Portfolio, certain other funds managed by New York Life Investments and the syndicate of banks may renew the Credit Agreement for an additional year on the same or different terms or enter into a credit agreement with a different syndicate of banks. Prior to July 25, 2023, the aggregate commitment amount and the commitment fee were the same as those under the current Credit Agreement. During the year ended December 31, 2023, there were no borrowings made or outstanding with respect to the Portfolio under the Credit Agreement.

Note 7–Interfund Lending Program

Pursuant to an exemptive order issued by the SEC, the Portfolio, along with certain other funds managed by New York Life Investments, may participate in an interfund lending program. The interfund lending program provides an alternative credit facility that permits the Portfolio and certain other funds managed by New York Life Investments to lend or borrow money for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. During the year ended December 31, 2023, there were no interfund loans made or outstanding with respect to the Portfolio.

Note 8–Purchases and Sales of Securities (in 000’s)

During the year ended December 31, 2023, purchases and sales of U.S. government securities were $1,897,089 and $1,966,968, respectively. Purchases and sales of securities, other than U.S. government securities and short-term securities, were $1,145,225 and $1,128,024, respectively.

Note 9–Capital Share Transactions

Transactions in capital shares for the years ended December 31, 2023 and December 31, 2022, were as follows:

Initial Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,871,598	$ 35,227,311
Shares issued to shareholders in reinvestment of distributions	734,475	8,428,021
Shares redeemed	(6,294,173)	(76,014,720)
Net increase (decrease)	(2,688,100)	$(32,359,388)
Year ended December 31, 2022:
Shares sold	5,245,388	$ 67,757,317
Shares issued to shareholders in reinvestment of distributions	502,562	5,913,796
Shares redeemed	(6,872,142)	(89,940,899)
Net increase (decrease)	(1,124,192)	$(16,269,786)
Service Class	Shares	Amount
Year ended December 31, 2023:
Shares sold	2,124,875	$ 25,603,440
Shares issued to shareholders in reinvestment of distributions	865,314	9,819,848
Shares redeemed	(4,998,282)	(59,964,877)
Net increase (decrease)	(2,008,093)	$(24,541,589)
Year ended December 31, 2022:
Shares sold	1,796,487	$ 22,977,923
Shares issued to shareholders in reinvestment of distributions	599,549	6,975,813
Shares redeemed	(6,472,414)	(83,020,875)
Net increase (decrease)	(4,076,378)	$(53,067,139)

Note 10–Other Matters

As of the date of this report, the Portfolio faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Portfolio's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Portfolio's performance.

Note 11–Subsequent Events

In connection with the preparation of the financial statements of the Portfolio as of and for the year ended December 31, 2023, events and transactions subsequent to December 31, 2023, through the date the financial statements were issued, have been evaluated by the Manager

 

30 MainStay VP Bond Portfolio

for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

31

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of MainStay VP Funds Trust and Shareholders of MainStay VP Bond Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MainStay VP Bond Portfolio (one of the portfolios constituting MainStay VP Funds Trust, referred to hereafter as the “Portfolio”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 

Basis for Opinion

These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2024

We have served as the auditor of one or more investment companies in the MainStay group of funds since 1984.

32 MainStay VP Bond Portfolio

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)

The continuation of the Management Agreement with respect to the MainStay VP Bond Portfolio (“Portfolio”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and NYL Investors LLC (“NYL Investors”) with respect to the Portfolio (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of MainStay VP Funds Trust (“Board” of the “Trust”) in accordance with Section 15 of the Investment Company Act of 1940, as amended (“1940 Act”).  At its December 6–7, 2023 meeting, the Board, including the Trustees who are not an “interested person” (as such term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately, unanimously approved the continuation of each of the Advisory Agreements for a one-year period.

In reaching the decision to approve the continuation of each of the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and NYL Investors in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its Contracts Committee from September 2023 through December 2023, including information and materials furnished by New York Life Investments and NYL Investors in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below.  Information and materials requested by and furnished to the Board for consideration in connection with the contract review process included, among other items, reports on the Portfolio and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report objectively on the Portfolio’s investment performance, management fee and total expenses.  The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or NYL Investors that follow investment strategies similar to those of the Portfolio, if any, and, when applicable, the rationale for differences in the Portfolio’s management and subadvisory fees and the fees charged to those other investment advisory clients.  In addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements.  The contract review process, including the structure and format for information and materials provided to the Board, has been developed in consultation with the Board.  The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior management of New York Life Investments.

The Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Portfolio and investment-related matters for the Portfolio as well as presentations from New York Life Investments and, generally annually, NYL Investors personnel.  In addition, the Board took into account other

information provided by New York Life Investments throughout the year, including, among other items, periodic reports on legal and compliance matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Portfolio by New York Life Investments, as deemed relevant and appropriate by the Trustees.

In addition to information provided to the Board throughout the year, the Board received information in connection with its June 2023 meeting provided specifically in response to requests prepared on behalf of the Board, and in consultation with the Independent Trustees, by independent legal counsel to the Independent Trustees regarding the Portfolio’s distribution arrangements.  In addition, the Board received information regarding the Portfolio’s asset levels, share purchase and redemption activity and the payment of Rule 12b-1 and/or certain other fees by the applicable share classes of the Portfolio, among other information.

In considering the continuation of each of the Advisory Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the exercise of their own business judgment.  Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to the Portfolio by New York Life Investments and NYL Investors; (ii) the qualifications of the portfolio managers of the Portfolio and the historical investment performance of the Portfolio, New York Life Investments and NYL Investors; (iii) the costs of the services provided, and profits realized, by New York Life Investments and NYL Investors with respect to their relationships with the Portfolio; (iv) the extent to which economies of scale have been realized or may be realized if the Portfolio grows and the extent to which any economies of scale have been shared, have benefited or may benefit the Portfolio’s shareholders; and (v) the reasonableness of the Portfolio’s management and subadvisory fees and total ordinary operating expenses.  Although the Board recognized that comparisons between the Portfolio’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Portfolio’s management fee and total ordinary operating expenses as compared to the peer funds identified by ISS.  Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations.  The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing the Portfolio.  With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement.

 

33

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

The Trustees noted that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and NYL Investors.  The Board’s decision with respect to each of the Advisory Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and NYL Investors resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry experience.  In addition to considering the above-referenced factors, the Board observed that in the marketplace, notably under variable life insurance policies and variable annuity contracts for which the Portfolio serves as an investment option, there are a range of investment options available to investors and that the Portfolio’s shareholders, having had the opportunity to consider other investment options, have invested in the Portfolio.

The factors that figured prominently in the Board’s decision to approve the continuation of each of the Advisory Agreements during the Board’s December 6–7, 2023 meeting are summarized in more detail below.

Nature, Extent and Quality of Services Provided by New York Life Investments and NYL Investors

The Board examined the nature, extent and quality of the services that New York Life Investments provides to the Portfolio.  The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Portfolio and considered that the Portfolio operates in a “manager-of-managers” structure.  The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services provided by NYL Investors, evaluating the performance of NYL Investors, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York Life Investments’ evaluation and monitoring functions.  The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has experience overseeing mutual fund service providers, including subadvisors.  The Board considered the experience of senior personnel at New York Life Investments providing management and administrative and other non-advisory services to the Portfolio.  The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory services to the Portfolio, including New York Life Investments’ oversight and due diligence reviews of NYL Investors and ongoing analysis of, and interactions with, NYL Investors with respect to, among other things, the Portfolio’s investment performance and risks as well as NYL Investors’ investment capabilities and subadvisory services with respect to the Portfolio.

The Board also considered the range of services that New York Life Investments provides to the Portfolio under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Trust’s Chief Compliance Officer as well as New York Life Investments’ compliance department, including supervision and implementation of the Portfolio’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by compliance and investment personnel.  In addition, the Board considered New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, that may benefit the Portfolio and noted that New York Life Investments is responsible for compensating the Trust’s officers, except for a portion of the salary of the Trust’s Chief Compliance Officer.  The Board recognized that New York Life Investments provides certain other non-advisory services to the Portfolio and has over time provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments.

The Board also examined the range, and the nature, extent and quality, of the investment advisory services that NYL Investors provides to the Portfolio and considered the terms of each of the Advisory Agreements.  The Board evaluated NYL Investors’ experience and performance in serving as subadvisor to the Portfolio and advising other portfolios and NYL Investors’ track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at NYL Investors.  The Board considered New York Life Investments’ and NYL Investors’ overall resources, legal and compliance environment, capabilities, reputation, financial condition and history.  In addition to information provided in connection with quarterly meetings with the Trust’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and NYL Investors and acknowledged their commitment to further developing and strengthening compliance programs that may relate to the Portfolio.  The Board also considered NYL Investors’ ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources that may benefit the Portfolio.  In this regard, the Board considered the qualifications and experience of the Portfolio’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.

In addition, the Board considered information provided by New York Life Investments and NYL Investors regarding their respective business continuity and disaster recovery plans.

Based on these considerations, among others, the Board concluded that the Portfolio would likely continue to benefit from the nature, extent and quality of these services.

 

34 MainStay VP Bond Portfolio

Investment Performance

In evaluating the Portfolio’s investment performance, the Board considered investment performance results over various periods in light of the Portfolio’s investment objective, strategies and risks.  The Board considered investment reports on, and analysis of, the Portfolio’s performance provided to the Board throughout the year.  These reports include, among other items, information on the Portfolio’s gross and net returns, the Portfolio’s investment performance compared to a relevant investment category and the Portfolio’s benchmark, the Portfolio’s risk-adjusted investment performance and the Portfolio’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions.  The Board also considered information provided by ISS showing the investment performance of the Portfolio as compared to peer funds.  In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.

The Board also took into account its discussions with senior management at New York Life Investments concerning the Portfolio’s investment performance over various periods as well as discussions between representatives of NYL Investors and the members of the Board’s Investment Committee, which generally occur on an annual basis.   

Based on these considerations, among others, the Board concluded that its review of the Portfolio’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.

Costs of the Services Provided, and Profits and Other Benefits Realized, by New York Life Investments and NYL Investors

The Board considered the costs of the services provided under each of the Advisory Agreements.  The Board also considered the profitability of New York Life Investments and its affiliates, including NYL Investors, due to their relationships with the Portfolio as well as by New York Life Investments and its affiliates due to their relationships with the MainStay Group of Funds.  Because NYL Investors is an affiliate of New York Life Investments whose subadvisory fee is paid by New York Life Investments, not the Portfolio, the Board considered cost and profitability information for New York Life Investments and NYL Investors in the aggregate.

In addition, the Board acknowledged the difficulty in obtaining reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital. 

In evaluating the costs of the services provided by New York Life Investments and NYL Investors, and profitability of New York Life Investments and its affiliates, including NYL Investors due to their relationships with the Portfolio, the Board considered, among other

factors, New York Life Investments’ and its affiliates’, including NYL Investors’, continuing investments in, or willingness to invest in, personnel and other resources that may support and further enhance the management of the Portfolio, and that New York Life Investments is responsible for paying the subadvisory fee for the Portfolio.  The Board also considered the financial resources of New York Life Investments and NYL Investors and acknowledged that New York Life Investments and NYL Investors must be in a position to recruit and retain experienced professional personnel and to maintain a strong financial position for New York Life Investments and NYL Investors to continue to provide high-quality services to the Portfolio.  The Board recognized that the Portfolio benefits from the allocation of certain fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments. 

The Board considered information regarding New York Life Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board.  The Board concluded that New York Life Investments’ methods for allocating costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds were reasonable.  The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Portfolio and considered that other profitability methodologies may also be reasonable. 

The Board also considered certain fall-out benefits that may be realized by New York Life Investments and its affiliates, including NYL Investors, due to their relationships with the Portfolio, including reputational and other indirect benefits. In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Portfolio, including the potential rationale for and costs associated with investments in this money market fund by the Portfolio, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Portfolio.  In addition, the Board considered the potential dividend received tax deduction for insurance company affiliates of New York Life Investments from the Portfolio’s securities lending activity.

The Board noted that the Portfolio serves as an investment option primarily under variable contracts issued by affiliates of New York Life Investments that would receive fees under those contracts.  The Board observed that, in addition to fees earned by New York Life Investments under the Management Agreement for managing the Portfolio, New York Life Investments’ affiliates also earn revenues from serving the Portfolio in various other capacities, including as the Portfolio’s distributor, and insurance companies affiliated with New York Life Investments would be entitled to receive fees from the Portfolio under a distribution and service plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The Board considered information about these other revenues and their impact on the profitability of the relationship with the Portfolio to New York Life

35

Board Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)

Investments and its affiliates.  The Board noted that, although it assessed the overall profitability of the relationship with the Portfolio to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement, the Board considered the profitability of New York Life Investments’ relationship with the Portfolio on a pre-tax basis and without regard to distribution expenses incurred by New York Life Investments from its own resources.

After evaluating the information deemed relevant by the Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates, including NYL Investors, due to their relationships with the Portfolio were not excessive and other expected benefits that may accrue to New York Life Investments and its affiliates, including NYL Investors, are reasonable.

Management and Subadvisory Fees and Total Ordinary Operating Expenses

The Board evaluated the reasonableness of the fee paid under each of the Advisory Agreements and the Portfolio’s total ordinary operating expenses.  With respect to the management fee and subadvisory fee, the Board primarily considered the reasonableness of the management fee paid by the Portfolio to New York Life Investments because the subadvisory fee paid to NYL Investors is paid by New York Life Investments, not the Portfolio.  The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York Life Investments.

In assessing the reasonableness of the Portfolio’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses of similar mutual funds managed by other investment advisers.  The Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.  In addition, the Board considered information provided by New York Life Investments and NYL Investors on fees charged to other investment advisory clients, including institutional separate accounts and/or other funds, that follow investment strategies similar to those of the Portfolio, if any.  The Board considered the contractual management fee schedule for the Portfolio as compared to those for such other investment advisory clients, taking into account the rationale for differences in fee schedules.  The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the Portfolio, as compared with other investment advisory clients.  Additionally, the Board considered the impact of contractual breakpoints and voluntary waivers on the Portfolio’s net management fee and expenses.  The Board also considered that in proposing fees for the Portfolio, New York Life Investments considers the competitive marketplace for mutual funds. 

Based on the factors outlined above, among other considerations, the Board concluded that the Portfolio’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.

Economies of Scale

The Board considered information regarding economies of scale, including whether economies of scale may exist with respect to the Portfolio and whether the Portfolio’s management fee and expense structure permits any economies of scale to be appropriately shared with the Portfolio’s shareholders.  The Board also considered a report from New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be shared with the funds in the MainStay Group of Funds.  Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Portfolio in a number of ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Portfolio.  The Board reviewed information from New York Life Investments showing how the Portfolio’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.  The Board also reviewed information from ISS showing how the Portfolio’s management fee schedule compared with fees paid for similar services by peer funds at varying asset levels. 

Based on this information, the Board concluded that economies of scale are appropriately shared for the benefit of the Portfolio’s shareholders through the Portfolio’s management fee and expense structure and other methods to share benefits from economies of scale.

Conclusion

On the basis of the information and factors summarized above, among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board, including the Independent Trustees voting separately, unanimously voted to approve the continuation of each of the Advisory Agreements.

 

36 MainStay VP Bond Portfolio

Proxy Voting Policies and Procedures and Proxy Voting Record

The Portfolio is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Portfolio is available free of charge upon request by calling 800-598-2019 or visiting the SEC's website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by calling 800-598-2019; visiting https://www.newyorklifeinvestments.com/investment-products/vp; or visiting the SEC’s website at www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The Portfolio is required to file its complete schedule of portfolio holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Portfolio's holdings report is available free of charge upon request by calling 800-598-2019 or by visiting the SEC’s website at www.sec.gov .

37

Board of Trustees and Officers (Unaudited)

The Trustees and officers of the Portfolio are listed below. The Board oversees the MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Term Fund, the Manager and the Subadvisors, and elects the officers of the Portfolios who are responsible for the day-to-day operations of the Portfolio. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation,

death or removal. Under the Board’s retirement policy, unless an exception is made, a Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Portfolio (“Independent Trustees”).

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Naïm Abou-Jaoudé* 1966	MainStay VP Funds Trust: Trustee since 2023	Chief Executive Officer of New York Life Investment Management LLC (since 2023). Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) (2007 to 2023).	81	MainStay Funds: Trustee since 2023 (11 Funds) MainStay Funds Trust: Trustee since 2023 (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2023; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2023; and New York Life Investment Management International (Chair) since 2015

* This Trustee is considered to be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act because of his affiliation with New York Life Investment Management LLC and Candriam, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”

Interested Trustee

38 MainStay VP Bond Portfolio

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
David H. Chow 1957	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and CEO, DanCourt Management, LLC since 1999	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since 2021; VanEck Vectors Group of Exchange-Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios); and Berea College of Kentucky: Trustee since 2009, Chair of the Investment Committee since 2018
Karen Hammond 1956	MainStay VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)	Retired, Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity Investments Japan (2001 to 2003)	81	MainStay Funds: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (11 Funds); MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021); Two Harbors Investment Corp.: Director since 2018; Rhode Island State Investment Commission: Member since 2017; and Blue Cross Blue Shield of Rhode Island: Director since 2019
Susan B. Kerley 1951	MainStay VP Funds Trust: Chair since 2017 and Trustee since 2007**	President, Strategic Management Advisors LLC since 1990	81	MainStay Funds: Chair since January 2017 and Trustee since 2007 (11 Funds); MainStay Funds Trust: Chair since January 2017 and Trustee since 1990 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chair since January 2017 and Trustee since 2011; MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; and Legg Mason Partners Funds: Trustee since 1991 (45 portfolios)

Independent Trustees

39

Board of Trustees and Officers (Unaudited) (continued)

Name and Year of Birth	Term of Office, Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Alan R. Latshaw 1951	MainStay VP Funds Trust: Trustee since 2007**	Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)	81	MainStay Funds: Trustee since 2006 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021
Jacques P. Perold 1958	MainStay VP Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015)	Founder and Chief Executive Officer, CapShift Advisors LLC (since 2018); President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009)	81	MainStay Funds: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (11 Funds); MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (37 Funds); MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015); MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021; Allstate Corporation: Director since 2015; Partners in Health: Trustee since 2019; and MSCI Inc.: Director since 2017
Richard S. Trutanic 1952	MainStay VP Funds Trust: Trustee since 2007**	Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) since 2004; Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)	81	MainStay Funds: Trustee since 1994 (11 Funds); MainStay Funds Trust: Trustee since 2007 (37 Funds)***; MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011; and MainStay CBRE Global Infrastructure Megatrends Term Fund: Trustee since June 2021

**	Includes prior service as a Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.
***	Includes prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust.

Independent Trustees

40 MainStay VP Bond Portfolio

Name and Year of Birth	Position(s) Held and Length of Service	Principal Occupation(s) During Past Five Years
Kirk C. Lehneis 1974	President, MainStay VP Funds Trust (since 2017)	Chief Operating Officer and Senior Managing Director (since 2016), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018); President, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds and MainStay Funds Trust (since 2017); Senior Managing Director, Global Product Development (from 2015 to 2016); Managing Director, Product Development (from 2010 to 2015), New York Life Investment Management LLC
Jack R. Benintende 1964	Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust (since 2007)**	Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust (since 2009) and MainStay Funds (since 2007); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012)
J. Kevin Gao 1967	Secretary and Chief Legal Officer, MainStay VP Funds Trust (since 2010)**	Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds and MainStay Funds Trust (since 2010)
Kevin M. Gleason 1967	Vice President and Chief Compliance Officer, MainStay VP Funds Trust (since June 2022)	Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since June 2022); Vice President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund, MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); MainStay Funds Trust and MainStay Funds (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012 to 2022)
Scott T. Harrington 1959	Vice President— Administration, MainStay VP Funds Trust (since 2005)**	Managing Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay CBRE Global Infrastructure Megatrends Term Fund (since 2021), MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011), MainStay Funds Trust and MainStay Funds (since 2009)

*

The officers listed above are considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Term Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board.

**

Includes prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust.

Officers of the Trust (Who are not Trustees)*

41

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MainStay VP Portfolios

MainStay VP offers a wide range of Portfolios. The full array of MainStay VP offerings is listed here, with information about the manager, subadvisors, legal counsel, and independent registered public accounting firm.

Equity

MainStay VP American Century Sustainable Equity Portfolio

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MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio^†

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MainStay VP PineStone International Equity Portfolio¹

MainStay VP S&P 500 Index Portfolio

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MainStay VP Winslow Large Cap Growth Portfolio

Mixed Asset

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Income

MainStay VP Bond Portfolio

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MainStay VP MacKay Government Portfolio²

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay Strategic Bond Portfolio

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