As filed with the Securities and Exchange Commission on December 21, 1995
File No. 33-2610
File No. 811-4550
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 31 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 33 [X]
THE MAINSTAY FUNDS
Formerly Mackay-Shields MainStay Series Fund
(Exact Name of Registrant as Specified in Charter)
51 Madison Avenue
New York, New York 10010
(Address of Principal Executive Offices)
(212) 576-5773
Registrant's Telephone Number, including Area Code
with a copy to:
A. Thomas Smith III, Esq. Jeffrey L. Steele, Esq.
The MainStay Funds Dechert Price & Rhoads
51 Madison Avenue 1500 K Street, N.W.
New York, New York 10010 Washington, DC 20005
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
[X] Immediately upon filing pursuant to [ ] on ( )
paragraph (b), or pursuant to paragraph
(b), or
[ ] 60 days after filing pursuant to [ ] on ( )
paragraph (a)(i), or pursuant to paragraph
(a)(i).
[ ] 75 days after filing pursuant to [ ] on ( )
paragraph (a)(ii), or pursuant to paragraph
(a)(ii), of Rule 485.
On January 9, 1986 the Registrant registered an indefinite number of
shares of all series then existing or subsequently established under the
Securities Act of 1933 pursuant to Rule 24f-2, which it expressly
reaffirms. The Rule 24f-2 Notice for the Registrant's fiscal year ended
December 31, 1994 was filed on February 24, 1995.
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 31 to the Registration
Statement of The MainStay Funds is comprised of the following
papers and documents:
1. The facing sheet to register a definite number of
shares of beneficial interest, par value of $0.01 per
share, of Registrant's Government Fund, New York Tax
Free Bond Fund and Tax Free Bond Fund, each a series of
beneficial interest of The MainStay Funds.
2. Signature pages; and
3. Exhibit 10, the opinion and consent of Dechert Price &
Rhoads, counsel to the Registrant, as to the legality
of the shares being registered.
With the exception of the items listed above, this Post-
Effective Amendment No. 31 under the Securities Act of 1933
incorporates by reference all materials filed as part of Post-
Effective Amendment Nos. 29 and 30 to Form N-1A for The MainStay
Funds, File No. 33-2610.
The sole purpose of this Post-Effective Amendment No. 31 is
to register a definite number of additional shares of beneficial
interest to The MainStay Funds, pursuant to Section 24(e) of the
Investment Company Act of 1940.
<PAGE>
The MainStay Funds
Calculation of Registration Fee Under the
Securities Act of 1933
Proposed
Title of Number of Proposed Maximum
Securities Shares Maximum Aggregate Amount
Being Being Price Per Offering of Reg'n
Registered Registered Unit Price Fee
Shares of Indefinite N/A N/A N/A
Beneficial (1)
Interest, Par
Value $0.01
California N/A N/A N/A N/A
Tax Free Bond
Fund
Capital N/A N/A N/A N/A
Appreciation
Fund
Convertible N/A N/A N/A N/A
Fund
Equity Index N/A N/A N/A N/A
Fund
Government 9,457,581 $8.38(2) $98,600(3) $34.00
Fund
High Yield N/A N/A N/A N/A
Corporate
Bond Fund
International N/A N/A N/A N/A
Bond Fund
International N/A N/A N/A N/A
Equity Fund
Money Market N/A N/A N/A N/A
Fund
New York Tax 28,856 $10.12(4) $95,700(5) $33.00
Free Bond
Fund
Tax Free Bond 1,657,921 $10.05(6) $95,700(7) $33.00
Fund
Total Return N/A N/A N/A N/A
Fund
Value Fund N/A N/A N/A N/A
_________________________
(1) Registrant continues its election to register an indefinite
number of shares of beneficial interest pursuant to Rule 24f-2
under the Investment Company Act of 1940. For the fiscal year
ended December 31, 1994, Registrant filed the Notice required by
Rule 24f-2 on February 24, 1995.
(2) The fee for 9,457,581 shares to be registered has been computed
on the basis of the market value per share in effect on December
7, 1995.
(3) Calculation of the proposed maximum offering price has been made
pursuant to Rule 24e-2. During its fiscal year ended December
31, 1994, the Government Fund redeemed 13,453,678 shares of
beneficial interest. During its current fiscal year, the
Government Fund used 4,007,863 shares it redeemed during its
fiscal year ended December 31, 1994, for a reduction pursuant to
Rule 24f-2(c). The Government Fund currently is registering
9,457,581 shares, which is equal to the remaining 9,445,815
shares redeemed during its fiscal year ended December 31, 1994,
plus 11,766 shares. During its fiscal year, the Registrant filed
no other post-effective amendments for the purpose of the
reduction pursuant to Rule 24e-2(a).
(4) The fee for 28,856 shares to be registered has been computed on
the basis of the market value per share in effect on December 7,
1995.
(5) Calculation of the proposed maximum offering price has been made
pursuant to Rule 24e-2. During its fiscal year ended December
31, 1994, the New York Tax Free Bond Fund redeemed 80,716 shares
of beneficial interest. During its current fiscal year, the New
York Tax Free Bond Fund used 61,317 shares it redeemed during its
fiscal year ended December 31, 1994, for a reduction pursuant to
Rule 24f-2(c). The New York Tax Free Bond Fund currently is
registering 28,856 shares, which is equal to the remaining 19,399
shares redeemed during its fiscal year ended December 31, 1994,
plus 9,457 shares. During its fiscal year, the Registrant filed
no other post-effective amendments for the purpose of the
reduction pursuant to Rule 24e-2(a).
(6) The fee for 1,657,921 shares to be registered has been computed
on the basis of the market value per share in effect on December
7, 1995.
(7) Calculation of the proposed maximum offering price has been made
pursuant to Rule 24e-2. During its fiscal year ended December
31, 1994, the Tax Free Bond Fund redeemed 4,109,320 shares of
beneficial interest. During its current fiscal year, the Tax
Free Bond Fund used 2,460,921 shares it redeemed during its
fiscal year ended December 31, 1994, for a reduction pursuant to
Rule 24f-2(c). The Tax Free Bond Fund currently is registering
1,657,921 shares, which is equal to the remaining 1,648,399
shares redeemed during its fiscal year ended December 31, 1994,
plus 9,522 shares. During its fiscal year, the Registrant filed
no other post-effective amendments for the purpose of the
reduction pursuant to Rule 24e-2(a).
<PAGE>
THE MAINSTAY FUNDS
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits:
(10) Opinion and consent of Dechert Price & Rhoads.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant hereby
certifies that it meets all of the requirements for effectiveness
of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 31 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Washington and the District of Columbia, on the 21st day
of December, 1995.
THE MAINSTAY FUNDS
By: ****
WALTER W. UBL, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 31 to the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
***** Chairperson and December 21, 1995
ALICE T. KANE Trustee
**** President (Chief December 21, 1995
WALTER B. UBL Executive Officer)
and Trustee
** Chief Financial December 21, 1995
ANTHONY POLIS Officer (Principal
Financial and
Accounting Officer)
****** Trustee December 21, 1995
DONALD E. NICKELSON
* Trustee December 21, 1995
NANCY M. KISSINGER
* Trustee December 21, 1995
RALPH A. PFEIFFER, JR.
*** Trustee December 21, 1995
TERRY L. LIERMAN
****** Trustee December 21, 1995
RICHARD S. TRUTANIC
*** Trustee December 21, 1995
DONALD K. ROSS
/s/JEFFREY L. STEELE
JEFFREY L. STEELE
* Executed by Jeffrey L. Steele pursuant to a power of
attorney filed with Post-Effective Amendment No. 6 to the
Registration Statement on December 22, 1989.
** Executed by Jeffrey L. Steele pursuant to a power of
attorney filed with Post-Effective Amendment No. 8 to the
Registration Statement on November 2, 1990.
*** Executed by Jeffrey L. Steele pursuant to a power of
attorney filed with Post-Effective Amendment No. 13 to the
Registration Statement on December 23, 1991.
**** Executed by Jeffrey L. Steele pursuant to a power of
attorney filed with Post-Effective Amendment No. 19 to the
Registration Statement on November 1, 1993.
***** Executed by Jeffrey L. Steele pursuant to a power of
attorney filed with Post-Effective Amendment No. 24 to
the Registration Statement on October 20, 1994.
****** Executed by Jeffrey L. Steele pursuant to a power of
attorney filed with Post-Effective Amendment No. 29 to
the Registration Statement on April 27, 1995.
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
SUITE 500
WASHINGTON, DC 20005
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
December 21, 1995
The MainStay Funds
51 Madison Avenue
New York, New York 10010
Dear Sirs:
As counsel for The MainStay Funds (the "Trust"), we are
familiar with the registration of the Trust under the Investment
Company Act of 1940 and the registration statement relating to
its Shares of Beneficial Interest (the "Shares") under the
Securities Act of 1933 (File No. 33-2610) (the "Registration
Statement"). We also have examined such other corporate records,
agreements, documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares
being registered pursuant to Post-Effective Amendment No. 31 to
the Trust's Registration Statement will, when sold in accordance
with the terms of the Registration Statement and the prospectus
included therein and delivered by the Trust against receipt of
the net asset value of the Shares, have been duly and validly
authorized and issued as fully paid and non-assessable Shares of
the Trust.
We consent to the filing of this opinion in connection with
said Post-Effective Amendment No. 31 which is filed pursuant to
Section 24(e) under the Investment Company Act of 1940 on behalf
of the Trust with the Securities and Exchange Commission.
Very truly yours,
Dechert Price & Rhoads
