<PAGE>
As filed with the Securities and Exchange Commission on October 24, 1997
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. 41 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 43 [X]
THE MAINSTAY FUNDS
------------------
(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)
<TABLE>
<CAPTION>
It is proposed that this filing will become effective (check appropriate box)
<S> <C> <C> <C>
[ ] Immediately upon filing pursuant to [X] on November 7, 1997 pursuant to paragraph
paragraph (b), or (b), or
[ ] 60 days after filing pursuant to [ ] on ( ) pursuant to paragraph
paragraph (a)(1), or (a)(1), or
[ ] 75 days after filing pursuant to [ ] on ( ) pursuant to paragraph
paragraph (a)(2), or (a)(2), of Rule 485.
[X] This post-effective amendment designates a
new effective date for a previously filed
post-effective amendment.
</TABLE>
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, 1996 was filed on
February 25, 1997.
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION RELATING TO
THE MAINSTAY FUNDS
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
Item Number in Part A Prospectus Caption
- --------------------- ------------------
1 Cover Page
2 Tell Me the Key Facts - Analyze the Cost of
Investing: Two Kinds of Fees; If you invest
$1,000, you might pay
3 Financial Highlights
4 Tell Me the Key Facts -Descriptions of Each Fund;
General Investment Considerations; Tell Me the
Details - The Trust; Other Information About the
Funds; Description of Investments and Investment
Practices; Investment Restrictions
5 Tell Me the Key Facts -Descriptions of Each Fund;
Know With Whom You're Investing; Tell Me the
Details - The Trust; Manager, Sub-Advisers and
Distributor
5A See Annual Reports
6 Tell Me the Key Facts - Decide whether to pay a
sales charge now, later or maybe never; Decide How
to Receive Your Earnings; Understand the Tax
Consequences; Know Your Rights as a Shareholder;
Tell Me the Details - The Trust; Alternative Sales
Arrangements; Portfolio Transactions; Tax
Information
<PAGE>
Item Number in Part A Prospectus Caption
- --------------------- ------------------
7 Tell Me the Key Facts - Decide whether to pay a
sales charge now, later or maybe never; Consider
Reducing Your Sales Charge; Open an Account and
Buy Shares; Know with Whom You're Investing; Tell
Me the Details - Manager, Sub-Advisers and
Distributor; How to Purchase Shares of the Funds;
Alternative Sales Arrangements
8 Tell Me the Key Facts - Know How to Sell and
Exchange Shares; Tell Me the Details -
Redemptions, Repurchases and Exchanges
9 Not Applicable
Item Number in Part B Statement of Additional Information Caption
- --------------------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 Organization and Capitalization
13 Additional Investment Policies of the Money Market
Fund; Investment Practices Common to Multiple
Funds; Additional Fundamental Investment
Restrictions; Additional Non-Fundamental
Investment Restrictions
14 Trustees and Officers
15 Trustees and Officers; Other Information
16 The Manager, the Sub-Advisers and the Distributor
17 Portfolio Transactions and Brokerage
18 Organization and Capitalization
- 2 -
<PAGE>
Item Number in Part B Statement of Additional
- --------------------- Information Caption
-------------------
19 Shareholder Investment Account; Redemption and
Repurchase; Net Asset Value
20 Tax Status
21 The Manager, the Sub-Advisers nd the Distributor
22 Calculation of Performance; Quotations; Tax Status
23 Financial Statements
This Post-Effective Amendment No. 41 to the Registration Statement is being
filed solely for the purpose of delaying the effectiveness of Post-Effective
Amendment No. 40 which was filed pursuant to Rule 485(a) on August 28, 1997.
Accordingly, Post-Effective Amendment No. 40 is incorporated in its entirety
into this filing.
- 3 -
<PAGE>
THE MAINSTAY FUNDS
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements:
Included in Part A of this Registration Statement:
(1) Capital Appreciation Fund, Convertible Fund, Government Fund, High
Yield Corporate Bond Fund, Money Market Fund, Tax Free Fund, Total
Return Fund, Value Fund:
Financial Highlights for the years ended August 31, 1987, August 31,
1988, August 31, 1989, August 31, 1990, August 31, 1991, August 31,
1992, August 31, 1993 and August 31, 1994; the period September 1,
1994 through December 31, 1994; the years ended December 31, 1995 and
December 31, 1996; and the six months ended June 30, 1997 (unaudited).
(2) Equity Index Fund:
Financial Highlights for the period December 2, 1990 (commencement of
operations) to August 31, 1991; the fiscal years ended August 31,
1992, August 31, 1993 and August 31, 1994; the period September 1,
1994 through December 31, 1994; the years ended December 31, 1995 to
December 31, 1996; and the six months ended June 30, 1997 (unaudited).
(3) California Tax Free Fund and New York Tax Free Fund:
Financial Highlights for the period October 1, 1991 (commencement of
operations) through August 31, 1992; the years ended August 31, 1993
and August 31, 1994; the period September 1, 1994 through December 31,
1994; the years ended December 31, 1995 and December 31, 1996; and the
six months ended June 30, 1997 (unaudited).
(4) International Equity Fund and International Bond Fund:
Financial Highlights for the period September 13, 1994 (commencement
of operations) through December 31, 1994; the years ended December 31,
1995 and December 31, 1996; and the six months ended June 30, 1997
(unaudited).
<PAGE>
(5) Strategic Income Fund:
Financial Highlights for the period February 28, 1997 (commencement of
operations) through June 30, 1997 (unaudited).
Included in Part B of this Registration Statement:
Financial statements for NYLIFE Inc. as of December 31, 1996.
Incorporated by reference in Part B of this Registration Statement:
California Tax Free Fund, Capital Appreciation Fund, Convertible Fund,
Equity Index Fund, Government Fund, High Yield Corporate Bond Fund,
International Bond Fund, International Equity Fund, Money Market Fund,
New York Tax Free Fund, Tax Free Fund, Total Return Fund, Value Fund:
Statement of Assets and Liabilities as of December 31, 1996 and as of
June 30, 1997 (unaudited);
Statement of Operations for the year ended December 31, 1996 and six
months ended June 30, 1997 (unaudited);
Statement of Changes in net Assets for the years ended December 31,
1995 and December 31, 1996 and six months ended June 30, 1997
(unaudited);
Notes to Financial Statements;
Portfolio of Investments at December 31, 1996 and at June 30, 1997
(unaudited).
Strategic Income Fund:
Statement of Assets and Liabilities as of June 30, 1997 (unaudited);
Statement of Operations for the period February 28, 1997 (commencement
of operations) through June 30, 1997 (unaudited);
Statement of Changes in Net Assets for the period ended June 30, 1997
(unaudited);
Notes to Financial Statements;
C-2
<PAGE>
Portfolio of Investments at June 30, 1997 (unaudited);
Statements, schedules and historical information other than those
listed above have been omitted since they are either not applicable or
are not required.
b. Exhibits:
1. (a) Amended and Restated Declaration of Trust dated August 30,
1991 -- Previously filed as Exhibit 1(a) to Post-Effective
Amendment No. 13*
(b) Fifth Amended and Restated Establishment and Designation of
Series of Shares of Beneficial Interest, Par Value $.01 Per Share
dated October 26, 1992 -- Previously filed as Exhibit 1(b) to
Post-Effective Amendment No. 16*
(c) Establishment and Designation of Additional Series of Shares of
Beneficial Interest, Par Value $.01 Per Share -- Previously filed
as Exhibit 1(b) to Post-Effective Amendment No. 11*
(d) Form of Establishment and Designation of Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share --
Previously filed as Exhibit 1(b) to Post-Effective Amendment No.
23*
(e) Form of Declaration of Trust as Amended and Restated December 31,
1994 -- Previously filed as Exhibit 1(e) to Post-Effective
Amendment No. 27*
(f) Form of Establishment and Designation of Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share --
Previously filed as Exhibit 1(e) to Post-Effective Amendment No.
28*
(g) Form of Establishment and Designation of an Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share --
Previously filed as Exhibit 1(g) to Post-Effective Amendment No.
35*
(h) Establishment and Designation of an Additional Series of Shares
of Beneficial Interest, Par Value $.01 Per Share -- Previously
filed as Exhibit 1(h) to Post-Effective Amendment No. 38*
____________________
* Previously filed as part of this Registration Statement and incorporated
herein by reference.
C-3
<PAGE>
2. (a) Amended and Restated By-laws dated August 30, 1991-- Previously
filed as Exhibit 2 to Post-Effective Amendment No. 13*
(b) Amended and Restated By-Laws dated December 31, 1994 --
Previously filed as Exhibit 2(b) to Post-Effective Amendment No.
32*
3. Inapplicable
4. Specimen Share Certificate -- Previously filed as Exhibit 4 to
Pre-Effective Amendment No. 2*
5. (a)(1) Revised Form of Investment Advisory Agreement --
Capital Appreciation Fund -- Previously filed as Exhibit
5(a)(1) to Pre-Effective Amendment No. 2*
(2) Revised Form of Investment Advisory Agreement -- Value Fund
-- Previously filed as Exhibit 5(a)(2) to Pre-Effective
Amendment No. 2*
(3) Revised Form of Investment Advisory Agreement -- Convertible
Fund -- Previously filed as Exhibit 5(a)(3) to Pre-Effective
Amendment No. 2*
(4) Revised Form of Investment Advisory Agreement -- High Yield
Corporate Bond Fund --Previously filed as Exhibit 5(a)(4) to
Pre-Effective Amendment No. 2*
(5) Revised Form of Investment Advisory Agreement -- Government
Fund -- Previously filed as Exhibit 5(a)(5) to Pre-Effective
Amendment No. 2*
(6) Revised Form of Investment Advisory Agreement -- Money
Market Fund -- Previously filed as Exhibit 5(a)(6) to Pre-
Effective Amendment No. 2*
(7) Form of Investment Advisory Agreement -- Tax Free Bond Fund
-- Previously filed as Exhibit 5(a)(7) to Post-Effective
Amendment No. 2*
(8) Revised Form of Investment Advisory Agreement -- Total
Return Fund -- Previously filed as Exhibit 5(a)(9) to Post-
Effective Amendment No. 4*
(9) Form of Investment Advisory Agreement --Equity Index Fund --
Previously filed as Exhibit 5(a) to Post-Effective Amendment
No. 7*
____________________
* Previously filed as part of this Registration Statement and incorporated
herein by reference.
C-4
<PAGE>
(10) Form of Investment Advisory Agreement --California Tax Free
Fund and New York Tax Free Fund -- Previously filed as
Exhibit 5(a) to Post-Effective Amendment No. 11*
(11) Form of Investment Advisory Agreement --International Equity
Fund and International Bond Fund -- Previously filed as
Exhibit 5 to Post-Effective Amendment No. 23*
(12) Form of Investment Advisory Agreement--Strategic Income Fund
-- Previously filed as Exhibit 5(a)(12) to Post-Effective
Amendment No. 35*
(13) Form of Management Agreement -- Strategic Value Fund --
Previously filed as Exhibit 5(a)(13) to Post Effective
Amendment No. 38*
(14) Form of Composite Management Agreement**
(b)(1) Form of Sub-Advisory Agreement -- Strategic Value Fund --
Previously filed as Exhibit 5(b)(1) to Post-Effective
Amendment No. 38*
(b)(2) Form of Composite Sub-Advisory Agreement**
6.(a)(1) Form of Distribution Agreement -- Previously filed as Exhibit
6(a) to Post-Effective Amendment No. 22*
(b) Form of Soliciting Dealer Agreement -- Previously filed as
Exhibit 6(b) to Pre-Effective Amendment No. 1*
7. Inapplicable
8.(a) Custodian Contract with State Street Bank and Trust Company --
Previously filed as Exhibit 8(a) to Pre-Effective Amendment No.
1*
(b) Fee schedule for Exhibit 8(a) -- Previously filed as Exhibit 8(b)
to Pre-Effective Amendment No. 2*
(c) Custodian Contract with The Bank of New York --Previously filed
as Exhibit 8(a) to Post-Effective Amendment No. 7*
9.(a)(1) Form of Transfer Agency Agreement -- Previously filed as Exhibit
9(a)(1) to Post-Effective Amendment No. 37*
____________________
* Previously filed as part of this Registration Statement and incorporated
herein by reference.
** To be filed by Amendment
C-5
<PAGE>
(2) Form of Subtransfer Agency Agreement -- Previously filed as
Exhibit 9(a)(2) to Post-Effective Amendment No. 37*
(b)(1) Form of Administration Agreement -- Equity Index Fund --
Previously filed as Exhibit 9(b) to Post Effective Amendment No.
20*
(2) Form of Administration Agreement -- California Tax Free Fund and
New York Tax Free Fund -- Previously filed as Exhibit 9(b) to
Post-Effective Amendment No. 21*
(3) Form of Composite Administration Agreement --Capital Appreciation
Fund, Value Fund, Convertible Fund, Total Return Fund, High Yield
Corporate Bond Fund, Government Fund and Tax Free Bond Fund --
Previously filed as Exhibit 9(b) to Post-Effective Amendment No.
22*
(4) Form of Administration Agreement -- International Equity Fund and
International Bond Fund --Previously filed as Exhibit 9(b) to
Post-Effective Amendment No. 23*
(5) Form of Administration Agreement -- Strategic Income Fund --
Previously filed as Exhibit 9(b)(5) to Post-Effective Amendment
No. 35*
(c) Form of Fund Accounting Service Agreement --Previously filed as
Exhibit 9(11) to Post-Effective Amendment No. 6*
(d) Form of Guaranty Agreement -- Equity Index Fund --Previously
filed as Exhibit 9(c) to Post-Effective Amendment No. 7*
(e) Form of Services Agreement between The MainStay Funds and NYLIFE
Distributors Inc. -- Previously filed as Exhibit 9(b) to Post-
Effective Amendment No. 25*
(f) Form of Service Agreement -- Previously filed as Exhibit 9(g) to
Post-Effective Amendment No. 33*
(g) Form of Service Agreement with New York Life Benefit Services,
Inc. -- Previously filed as Exhibit 9(g) to Post-Effective
Amendment No. 37*
10. Opinion and consent of counsel***
11. Consent of independent accountants**
____________________
* Previously filed as part of this Registration Statement and incorporated
herein by reference.
** To be filed by Amendment
*** Previously filed with Rule 24f-2 Notice on February 25, 1997 and
incorporated herein by reference.
C-6
<PAGE>
12. Inapplicable
13. Investment representation letter relating to initial capital --
Previously filed as Exhibit 13 to Pre-Effective Amendment No. 1*
14.(a)(1) Revised Form of 403(b) Account Application --Previously filed as
Exhibit 14(a)(1) to Post-Effective Amendment No. 3*
(2) Revised Form of 403(b) Custodial Agreement --Previously filed as
Exhibit 14(a)(2) to Post-Effective Amendment No. 3*
(b)(1) Form of 401(k) Adoption Agreement -- Previously filed as Exhibit
14(b)(1) to Pre-Effective Amendment No. 2*
(2) Form of 401(k) Plan and Trust -- Previously filed as Exhibit
14(b)(2) to Pre-Effective Amendment No. 2*
(c)(1) Form of IRS Form 5305-A -- Previously filed as Exhibit 14(c)(1)
to Pre-Effective Amendment No. 2*
(2) Revised Form of IRS Adoption Agreement and Custodian Disclosure
Statement*
(3) Form of MainStay Funds Individual Retirement Account Application
and Transfer Request*
15.(a)(1) Form of Composite Plan of Distribution pursuant to Rule 12b-1
(Class A shares) as approved October 30, 1995 -- Capital
Appreciation Fund, Value Fund, Convertible Fund, Total Return
Fund, High Yield Corporate Bond Fund, Government Fund and Tax
Free Bond Fund -- Previously filed as Exhibit 15(a)(1) to Post-
Effective Amendment No. 32*
(2) Form of Composite Plan of Distribution pursuant to Rule 12b-1
(Class B Shares) as approved October 30, 1995 -- Capital
Appreciation Fund, Value Fund, Convertible Fund, Global Fund,
Total Return Fund, Natural Resources/Gold Fund, High Yield
Corporate Bond Fund, Government Fund and Tax Free Bond Fund --
Previously filed as Exhibit 15(a)(2) to Post-Effective Amendment
No. 32*
____________________
* Previously filed as part of this Registration Statement and incorporated
herein by reference.
** To be filed by Amendment
*** Previously filed with Rule 24f-2 Notice on February 25, 1997 and
incorporated herein by reference.
C-7
<PAGE>
(3) Form of Plan of Distribution pursuant to Rule 12b-1 (Class A
Shares) as approved October 30, 1995 -- International Equity Fund
and International Bond Fund -- Previously filed as Exhibit
15(a)(3) to Post-Effective Amendment No. 33*
(4) Form of Plan of Distribution pursuant to Rule 12b-1 (Class B
Shares) as approved October 30, 1995 -- International Equity Fund
and International Bond Fund -- Previously filed as Exhibit
15(a)(4) to Post-Effective Amendment No. 33*
(5) Form of Plan of Distribution pursuant to Rule 12b-1 (Class A
Shares) as approved October 30, 1995 -- California Tax Free Fund,
New York Tax Free Fund and Equity Index Fund -- Previously filed
as Exhibit 15(a)(5) to Post-Effective Amendment No. 33*
(6) Form of Plan of Distribution pursuant to Rule 12b-1 (Class B
Shares) as approved October 30, 1995 -- California Tax Free Fund
and New York Tax Free Fund -- Previously filed as Exhibit
15(a)(6) to Post-Effective Amendment No. 33*
(7) Form of Plan of Distribution pursuant to Rule 12b-1 (Class A
Shares) -- MainStay Strategic Income Fund -- Previously filed as
Exhibit 15(a)(7) to Post-Effective Amendment No. 34*
(8) Form of Plan of Distribution pursuant to Rule 12b-1 (Class B
Shares) -- MainStay Strategic Income Fund -- Previously filed as
Exhibit 15(a)(8) to Post-Effective Amendment No. 34*
(9) Form of Plan of Distribution pursuant to Rule 12b-1 (Class A
shares) -- MainStay Strategic Value Fund -- Previously filed as
Exhibit 15(a)(9) to Post-Effective Amendment No. 38*
(10) Form of Plan of Distribution pursuant to Rule 12b-1 (Class B
shares) -- MainStay Strategic Value Fund -- Previously filed as
Exhibit 15(a)(10) to Post-Effective Amendment No. 38*
(11) Form of Composite Plan of Distribution pursuant to Rule 12b-1 as
approved October __, 1997**
____________________
* Previously filed as part of this Registration Statement and incorporated
herein by reference.
** To be filed by Amendment
C-8
<PAGE>
16. Inapplicable
17. Financial Data Schedules**
18. Form of Multiple Class Plan Pursuant to Rule 18f-3 --Previously filed
as Exhibit 18 to Post-Effective Amendment No. 30*
____________________
* Previously filed as part of this Registration Statement and incorporated
herein by reference.
** To be filed by Amendment
C-9
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The following chart indicates the persons controlled by New York Life:
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- -----------------
<S> <C> <C>
Eagle Strategies Corporation Arizona 100%
Greystone Realty Corporation which owns 100% Delaware 100%
of the shares of:
Greystone Realty Management, Inc. Delaware
NYLIFE Administration Corp. Texas 100%
(doing business as NYLACOR)
MacKay-Shields Financial Corporation Delaware 100%
MSC Holding, Inc. (formerly Magnus Software Georgia 85.43%
Corporation, Inc.)
MainStay Institutional Funds Inc. Maryland ***
Monitor Capital Advisors, Inc. Delaware 100%
NYLIFE SFD Holding, Inc. Delaware 100%
which owns 83.33% of NYLIFE
Structured Asset Management Company Ltd. Texas
New York Life Capital Corporation Delaware 100%
New York Life Fund, Inc. New York *
New York Life Insurance and Annuity Delaware 100%
Corporation
New York Life International Investment Inc. Delaware 100%
which owns 100% of the shares of:
Monetary Research Ltd. Bermuda
and 100% of the shares of:
NYL Management Limited which owns United Kingdom
33.345% of the shares of:
Japan Gamma Asset Management Limited Japan
MainStay VP Series Fund, Inc. Maryland *
New York Life Worldwide Holding, Inc., which Delaware 100%
owns 100% of the shares of:
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- -----------------
<S> <C> <C>
New York Life Worldwide Capital, Inc. Delaware
New York Life Worldwide Development, Inc. Delaware
New York Life Worldwide (Bermuda) Ltd.
New York Life Insurance Worldwide Ltd. Bermuda
and owns 99.97% of the shares of Bermuda
New York Life (U.K.) Ltd., which owns
100% of the shares of: United Kingdom
Windsor Construction Company Limited
and owns 51% of the shares of: England
KOHAP New York Life Insurance Ltd.
and owns 50.2% of the shares of: South Korea
P.T. Asuransi Jiwa Sewu-New York Life
and owns 49% of the shares of: Indonesia
GEO New York Life, S.A. and owns
31.25% of the shares of: Mexico
Life Assurance Holding Corporation
Limited, which owns 100% of the shares United Kingdom
of:
Windsor Life Assurance Company
Limited England
Gresham Life Assurance Society
Limited England
NYLCO, Inc. New York 100%
NYLIFE Depositary Corporation which owns Delaware 100%
16.67% of NYLIFE Structured Asset Management Texas
Company Ltd.
New York Life Benefit Services, Inc. which owns Massachusetts 100%
100% of ADQ Insurance Agency Inc. Massachusetts
New York Life Trust Company New York 100%
NYLICO, Inc. New York 100%
(formerly New York Life Capital Corp.)
NYLIFE Distributors Inc. Delaware 100%
NYLIFE Equity Inc. Delaware 100%
NYLIFE Funding Inc. Delaware 100%
</TABLE>
C-11
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- -----------------
<S> <C>
NYLIFE Healthcare Management Inc., which owns Delaware
46.3% of total combined stock and 89.6% of the
voting rights of:
Express Scripts, Inc., which owns 100% of the Delaware
shares of:
Great Plains Reinsurance Company Canada
Practice Patterns Science, Inc.
ESI Canada Holdings, Inc., which owns Canada
100% of the shares of:
ESI Canada, Inc. Canada
IVTx of Houston, Inc. Texas
IVTx of Dallas, Inc. Texas
PhyNet, Inc. Delaware
Express Scripts Vision Corporation Delaware
NYLCare Health Plans, Inc. Delaware
(formerly Sanus Corp. Health Systems), which
owns 100% of the shares of:
New York Life and Health Insurance Delaware
Company
Avanti Corporate Health Systems Inc. Delaware
Avanti Health Systems, Inc., which owns Texas
100% of the shares of:
Avanti of the District, Inc. Maryland
Avanti of Illinois, Inc. Illinois
Avanti of New York, Inc. New York
Avanti of New Jersey, Inc. New Jersey
and owns 80% of the shares of:
NYLCare Health Plans of the Mid- Maryland
Atlantic, Inc., which owns 100% of the
shares of:
Physicians Health Services Maryland
Foundation, Inc.
Lonestar Holding Co., which owns 90% Delaware
of the shares of:
Lone Star Health Plan, Inc., which New York
owns 100% of the shares of:
NYLCare Health Plans of the Texas
Gulf Coast, Inc.
Prime Provider Corp., which owns 100% New York
of the shares of:
Prime Provider Corp. of Texas Texas
NYLCare of Connecticut, Inc. Connecticut
Sanus Dental Plan of New Jersey, Inc. New Jersey
NYLCare Dental Plans of the Southwest,
Inc. Texas
NYLCare Health Plans of New York, Inc. New York
</TABLE>
C-12
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
- ---- --------------- -----------------
<S> <C>
NYLCare Health Plans of Connecticut, Connecticut
Inc.
NYLCare Health Plans of the Midwest, Illinois
Inc.
NYLCare Health Plans of New Jersey, New Jersey
Inc.
NYLCare of Texas, Inc., which owns Texas
100% of the shares of:
NYLCare Passport PPO of the Texas
Southwest, Inc.
Sanus Preferred Providers West, Inc. California
Sanus Preferred Services, Inc. Maryland
Sanus Preferred Services of Illinois, Inc. Illinois
NYLCare Health Plans of the Southwest, Texas
Inc.
WellPath of Arizona Reinsurance Arizona
Company
NYLCare Health Plans of Louisiana, Inc. Louisiana
NYLCare of New England, Inc. Delaware
Sanus - Northeast, Inc. Delaware
NYLCare Health Plans of Maine, Inc. Maine
NYLCare NC Holdings, Inc. Delaware
WellPath Community Health Plan North Carolina
Holdings, L.L.C.
which owns 100% of WPCHP Holdings, Delaware
Inc. and 99% of:
WellPath Preferred Services, L.L.C. North Carolina
and
WellPath Select Holdings, L.L.C. North Carolina
WellPath of Carolina, Inc. North Carolina
WellPath Select, Inc. North Carolina
Sanus of New York and New Jersey, Inc. New York
NYLCare Health Plans of Pennsylvania, Pennsylvania
Inc.
Docservo, Inc. New York
The ETHIX Corporation, which owns Delaware
100% of the shares of:
ETHIX Great Lakes, Inc. Michigan
ETHIX Mid-Atlantic, Inc., which Pennsylvania
owns 100% of the shares of:
PriMed, Inc. New Jersey
ETHIX Midlands, Inc. Delaware
ETHIX Mid-Rivers, Inc. Missouri
ETHIX Northwest Public Services, Washington
Inc.
ETHIX Northwest, Inc., Washington
which owns 100% of:
</TABLE>
C-13
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- -----------------
<S> <C> <C>
NYLCare Health Plans Northwest, Washington
Inc.
ETHIX Pacific, Inc. Oregon
ETHIX Risk Management, Inc. Oregon
ETHIX Southeast, Inc. North Carolina
ETHIX Southwest, Inc. Texas
Benefit Panel Services which owns 100% of the California
shares of VivaHealth, Incorporated California
One Liberty Plaza Holdings, Inc. Delaware
NYLIFE Inc. New York 100%
NYLIFE Insurance Company of Arizona Arizona 100%
NYLIFE Realty Inc. which owns 100% of the Delaware 100%
shares of: CNP Realty Investments, Inc. Delaware
NYLIFE Refinery, Inc. Delaware 100%
NYLIFE Resources Inc. Delaware 100%
NYLIFE Securities Inc. New York 100%
NYLINK Insurance Agency Incorporated Delaware 100%
which owns 100% of the shares of:
NYLINK Insurance Agency of Alabama Alabama
NYLINK Insurance Agency of New Mexico New Mexico
NYLTEMPS Inc. Delaware 100%
</TABLE>
_____________________
+ By including the indicated corporations in this list, New York Life is not
stating or admitting that said corporations are under its actual control;
rather, these corporations are listed here to ensure full compliance with
the requirements of this Form N-1A.
* New York Life serves as investment adviser to these entities, the shares of
which are held of record by separate accounts of New York Life (for the New
York Life Fund, Inc.) and NYLIAC (for the MainStay VP Series Fund, Inc.).
New York Life disclaims any beneficial ownership and control of these
entities.
** New York Life Foundation does not issue voting securities.
*** MacKay-Shields Financial Corporation and Monitor Capital Advisors, Inc.
serve as investment advisers to this entity.
C-14
<PAGE>
Item 26. Number of Holders of Securities (as of September 30, 1997)
<TABLE>
<CAPTION>
(2)
(1) NUMBER OF
TITLE OF CLASS RECORD HOLDERS
-------------- --------------
Shares of Common Stock: Class A Class B
------- -------
<S> <C> <C>
Shares of beneficial interest,
Capital Appreciation Fund 20,542 172,625
Shares of beneficial interest,
Value Fund 9,935 121,094
Shares of beneficial interest,
Convertible Fund 5,367 70,057
Shares of beneficial interest,
High Yield Corporate Bond Fund 9,299 151,266
Shares of beneficial interest,
Government Fund 1,602 50,102
Shares of beneficial interest,
Tax Free Bond Fund 413 17,161
Shares of beneficial interest,
Money Market Fund 6,457 45,382
Shares of beneficial interest,
Total Return Fund 6,528 108,845
Shares of beneficial interest,
Equity Index Fund 22,064 --
Shares of beneficial interest,
California Tax Free Fund 445 232
Shares of beneficial interest,
New York Tax Free Fund 453 170
Shares of beneficial interest,
International Equity Fund 2,129 13,435
Shares of beneficial interest,
International Bond Fund 431 3,342
Shares of beneficial interest,
Strategic Income Fund 382 2,087
Shares of beneficial interest,
Strategic Value Fund ------ ------
</TABLE>
ITEM 27. INDEMNIFICATION
New York Life Insurance Company maintains Directors & Officers Liability
insurance coverage totaling $100 million. The coverage limit applies each year
and has been extended to cover Directors, Trustees and Officers of the Trust,
and subsidiaries and certain affiliates of New York Life. Subject to the
policies' terms, conditions, deductible and retentions, Directors, Officers and
Trustees are covered for claims,
C-15
<PAGE>
including related expenses, made against them while acting in their capacities
as such. The primary policy in the amount of $25 million is issued by National
Union Fire Insurance Company of Pittsburgh, PA, and the excess policies in the
amount at $75 million are issued by various insurance companies. The issuing
insurance companies may be changed from time to time and there is no assurance
that any or all of the current coverage will be maintained by New York Life.
Article IV of Registrant's Declaration of Trust states as follows:
Section 4.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in paragraph (b)
below:
(i) every person who is, or has been, a Trustee or officer of the Trust
shall be indemnified by the Trust, or by one or more Series thereof if the
claim arises from his or her conduct with respect to only such Series to
the fullest extent permitted by law against all liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer and
against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, or other,
including appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust or a Series thereof or the
Shareholders by reason of a final adjudication by a court or other body
before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good
C-16
<PAGE>
faith in the reasonable belief that his action was in the best interest of
the Trust or a Series thereof;
(iii) in the event of a settlement or other disposition not involving a
final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in
a payment by a Trustee or officer, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office;
(A) by the court or other body approving the settlement or other
disposition; or
(B) based upon a review of readily available facts (as opposed to
a full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a majority of
the Disinterested Trustees then in office act on the matter) or (y)
written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such
a person. Nothing contained herein shall affect any rights to indemnification
to which personnel of the Trust other than Trustees and officers may be entitled
by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceedings of the character described in paragraph (a) of this
Section 4.3 shall be advanced by the Trust or a Series thereof to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient, to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by surety bond or some other
appropriate security provided by the recipient, or the Trust or a Series
thereof shall be insured against losses arising out of any such advances;
or
(ii) a majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees acts on the matter)
or an
C-17
<PAGE>
independent legal counsel in a written opinion shall determine, based upon
a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately
will be found entitled to indemnification.
As used in this Section 4.3, a "Non-interested Trustee" is one who is not
(i) an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or proceeding.
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER
The business of MainStay Management, Inc., MacKay-Shields Financial
Corporation and Monitor Capital Advisors, Inc. is summarized under "Know with
Whom You're Investing" in the Prospectus constituting Part A of this
Registration Statement, which summary is incorporated herein by reference.
The business or other connections of each director and officer of MainStay
Management, Inc. is currently listed in the investment adviser registration on
Form ADV for MainStay Management, Inc. (File No. 801-54912) and is hereby
incorporated herein by reference.
The business or other connections of each director and officer of MacKay-
Shields Financial Corporation is currently listed in the investment adviser
registration on Form ADV for MacKay-Shields Financial Corporation (File No. 801-
5594) and is hereby incorporated herein by reference.
The business or other connections of each director and officer of Monitor
Capital Advisors, Inc. is currently listed in the investment adviser
registration on Form ADV for Monitor Capital Advisors, Inc. (File No. 801-34412)
and is hereby incorporated herein by reference.
C-18
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) None.
(b)
<TABLE>
<CAPTION>
(3)
(1) (2) Positions and
Name and Principal Position and Office with Offices with
Business Address NYLIFE Distributors Inc. Registrant
- ----------------------- ------------------------ ------------
<S> <C> <C>
Mistero, Frank Director, President and Chief None
260 Cherry Hill Road Executive Officer
Parsippany, NJ 07054
Boyce, Jefferson C. Director Senior Vice President
51 Madison Avenue
New York, NY 10010
Brady, Robert E. Director and Vice President None
260 Cherry Hill Road
Parsippany, NJ 07054
Kane, Alice T. Director Chairperson
51 Madison Avenue
New York, NY 10010
Boccio, Frank M. Director None
51 Madison Avenue
New York, NY 10010
Rock, Robert D. Director None
51 Madison Avenue
New York, NY 10010
Gallo, Michael G. Director None
51 Madison Avenue
New York, NY 10010
Hildebrand, Phillip J. Director None
51 Madison Avenue
New York, NY 10010
Roussin, Stephen Director President and Chief
Morris Corporate Center I Executive Officer
Building A
300 Interpace Parkway
Parsippany, NJ 07054
Polis, Anthony W. Vice President and Chief Chief Financial Officer
Morris Corporate Center I Financial Officer
Building A
300 Interpace Parkway
Parsippany, NJ 07054
Calhoun, Jay S. Vice President and Treasurer None
51 Madison Avenue
New York, NY 10010
Ubl, Walter W. Director and Senior Vice President None
260 Cherry Hill Road
Parsippany, NJ 07054
Warga, Thomas J. Senior Vice President and General Auditor None
</TABLE>
C-19
<PAGE>
<TABLE>
<CAPTION>
(3)
(1) (2) Positions and
Name and Principal Position and Office with Offices with
Business Address NYLIFE Distributors Inc. Registrant
- ----------------------- ------------------------ ------------
<S> <C> <C>
51 Madison Avenue
New York, NY 10010
Livornese, Linda M. Vice President None
51 Madison Avenue
New York, NY 10010
Murray, Thomas J. Corporate Vice President None
51 Madison Avenue
New York, NY 10010
Zuccaro, Richard W. Tax Vice President Tax Vice
51 Madison Avenue President
New York, NY 10010
Krystel, David J. Vice President None
51 Madison Avenue
New York, NY 10010
Zwarick, Phyllis Corporate Vice President None
51 Madison Avenue
New York, NY 10010
O'Byrne, John H. Vice President and Chief None
51 Madison Avenue Compliance Officer
New York, NY 10010
Adasse, Louis H. Corporate Vice President None
51 Madison Avenue,
New York, NY 10010
Daoust, George R. Assistant Vice President None
Morris Corporate Center I
Building A
300 Interpace Parkway
Parsippany, NJ 07054
Arizmendi, Arphiela Assistant Vice President Assistant Treasurer
Morris Corporate Center I
Building A
300 Interpace Parkway
Parsippany, NJ 07054
Cirillo, Antoinette B. Assistant Vice President Assistant Treasurer
Morris Corporate Center I
Building A
300 Interpace Parkway
Parsippany, NJ 07054
Lorito, Geraldine Assistant Vice President Assistant Treasurer
Morris Corporate Center I
Building A
300 Interpace Parkway
Parsippany, NJ 07054
Gomez, Mark A. Assistant Secretary None
51 Madison Avenue
New York, NY 10010
</TABLE>
C-20
<PAGE>
<TABLE>
<CAPTION>
(3)
(1) (2) Positions and
Name and Principal Position and Office with Offices with
Business Address NYLIFE Distributors Inc. Registrant
- ----------------------- ------------------------ ------------
<S> <C> <C>
Brenner, Nancy Secretary None
51 Madison Avenue
New York, NY 10010
</TABLE>
(c) Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Certain accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder are maintained at the offices of the Registrant, the Manager and
NYLIFE Distributors Inc., Morris Corporate Center I, Building A, 300 Interpace
Parkway, Parsippany, NJ 07054, at MacKay-Shields Financial Corporation, 9 West
57th Street, New York, NY 10019; Monitor Capital Advisors, Inc., 504 Carnegie
Center, Princeton, New Jersey 08540. Records relating to the Registrant's
transfer agent are maintained by MainStay Shareholder Services Inc., 200 Cherry
Hill Road, Parsippany, NJ 07054. Records relating to the duties of the
Registrant's custodian for the Capital Appreciation Fund, Convertible Fund, High
Yield Corporate Bond Fund, Government Fund, Money Market Fund, Tax Free Fund,
Total Return Fund and Value Fund are maintained by State Street Bank and Trust
Company, 1776 Heritage Drive, Quincy, MA 02171; and records relating to
Registrant's custodian for the California Tax Free Fund, New York Tax Free Fund,
International Equity Fund, International Bond Fund, Equity Index Fund, Strategic
Income Fund and Strategic Value Fund are maintained by The Bank of New York, 110
Washington Street, New York, NY 10286.
ITEM 31. MANAGEMENT SERVICES.
Inapplicable.
ITEM 32. UNDERTAKINGS.
b. The Registrant hereby undertakes to file a post-effective amendment,
including financial statements relating to the MainStay Strategic Value
Fund, which need not be certified, within four to six months from the
effective date of Post-Effective Amendment No. 38 to the Registration
Statement under the Securities Act of 1933.
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<PAGE>
c. The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
Other. Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
C-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment No. 41 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Parsippany
and the State of New Jersey, on the 24th day of October, 1997.
THE MAINSTAY FUNDS
By: /s/Stephen C. Roussin
-----------------------------
STEPHEN C. ROUSSIN, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 41 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- -----
<S> <C> <C>
***** Chairperson and Trustee October 24, 1997
- ---------------------------
ALICE T. KANE
**** Trustee October 24, 1997
- ---------------------------
WALTER W. UBL
** Chief Financial Officer October 24, 1997
- --------------------------- (Principal Financial and
ANTHONY W. POLIS Accounting Officer)
******* Trustee October 24, 1997
- ---------------------------
HARRY G. HOHN
****** Trustee October 24, 1997
- ---------------------------
DONALD E. NICKELSON
* Trustee October 24, 1997
- ---------------------------
NANCY M. KISSINGER
*** Trustee October 24, 1997
- ---------------------------
TERRY L. LIERMAN
****** Trustee October 24, 1997
- ---------------------------
RICHARD S. TRUTANIC
*** Trustee October 24, 1997
- ---------------------------
DONALD K. ROSS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
******* Trustee October 24, 1997
- ---------------------------
EDWARD J. HOGAN
******** Trustee October 24, 1997
- ---------------------------
JOHN B. McGUCKIAN
</TABLE>
/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.
******* Executed by Jeffrey L. Steele pursuant to a power of attorney filed
with Post-Effective Amendment No. 35 on February 26, 1997.
******** Executed by Jeffrey L. Steele pursuant to a power of attorney filed
with Post-Effective Amendment No. 40 on August 28, 1997.
-2-
