MAINSTAY FUNDS
497, 1997-03-20
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                               The MainStay Funds
                     Supplement dated March 20, 1997 to the
                          Prospectus dated May 1, 1996


The Prospectus is amended as follows:

1. In the  description of the Value Fund under the heading "Who's  Managing
   Your Money?" on page 28 Mr.  Kolefas'  biography is hereby  deleted and
   replaced with the following:

           Mr.  Simon  joined  MacKay-Shields  in 1993.  Mr.  Simon is a
           Director  of MacKay-Shields and specializes in equity securities.
           Previously, Mr. Simon was a senior equity research analyst and 
           portfolio manager at National  Securities and Research Corporation
           (from 1991-1992) and Neuberger & Berman (from 1987-1991).

2.  Effective  January 1, 1996,  the  Administrator  voluntarily  agreed to
    reduce its fees payable by the Equity Index Fund to the extent that Fund's
    total expenses  (including  Rule 12b-1  fees) for any fiscal  year  exceed
    .80% of the value of the Fund's  average  annual net assets.  See Note + to
    the chart on the Administrator's fees on page 63.

3. In the section titled "Deferred Sales Charge Class B Shares - Contingent
   Deferred Sales Charge, Class B" on page 68, the following subsection is added
   at the end of the listing of redemptions  for which the  contingent deferred
   sales charge will be waived:

           and (xviii) redemptions by shareholders of shares purchased with the
           proceeds of a settlement payment made in connection with the
           liquidation and dissolution of a limited partnership sponsored by New
           York Life or one of its affiliates.

4. In the  description  of the High  Yield  Corporate  Bond Fund  under the
   heading "The Fund  invests  in..." on page 30, the first item under "Under
   normal market conditions..." is hereby deleted and replaced with the
   following:

           ...at least 65% of total assets in corporate debt securities:  all
           types of foreign and domestic debt securities ordinarily in the lower
           rating categories of Moody's (Baa to B) and S&P (BBB to B).  These
           securities tend to offer yields above those that are rated higher and
           are not considered speculative.

5. In the description of the  International  Equity Fund and  International
   Bond Fund under the heading "Who's Managing  your Money?" on pages 25 and 31,
   respectively, Mr. Perelstein's biography is hereby deleted and replaced with
   the following on page 31:

           Mr. Portera is a Director of MacKay-Shields specializing in
           international bonds.  He returned to MacKay-Shields in December 1996
           after working at Fiduciary Trust Company International as a portfolio
           manager in international bonds.  Mr. Portera joined MacKay-Shields in
           1991 and was portfolio manager of the International Bond Fund from
           its inception in September 1994 to August 1995.  Previously, Mr.
           Portera was a portfolio manager specializing in international debt
           securities at ABN-AMRO Bank, N.V. (from 1988-1991).

   Shigemi Takagi remains a portfolio manager of the International Equity Fund.
   His biography appears on page 25.

6. In the  description of the  Government  Fund under the heading "The Fund
   invests in..." on page 29, the following should be inserted after the third
   bullet point:

           ...up to 35% of total assets in mortgage-backed and asset-backed
           securities that are not U.S. government securities.

7. In the  description of the  Convertible  Fund under the heading,  "Who's
   Managing your Money?" on page 26, the biographical information is hereby
   deleted and replaced with the following:

           Denis LaPlaige, Neil Feinberg and Thomas Wynn of MacKay-Shields
           Financial Corporation.

           Mr. LaPlaige is President, Managing Director and Chief Investment
           Officer of MacKay-Shields.  He joined the firm in 1982, became a
           Director in 1988, Managing Director in 1991, a member of the Board of
           Directors in 1993 and Chief Investment Officer in 1996.  He has
           managed this Fund since 1991 and is also a manager of the Value Fund
           and the High Yield Corporate Bond Fund.  Mr. Feinberg is a Director
           of MacKay-Shields and has been a portfolio manager for the
           Convertible Fund since he joined the firm in 1992.  For the previous
           three years, he was an analyst for National Securities and Research
           Corporation; and for the prior four years he worked as a CPA/auditor
           for Peat Marwick Main & Company.  Mr. Wynn has been a portfolio
           manager for the Convertible Fund since 1997 and joined the firm in
           1995 as a research analyst.  He was previously a portfolio manager at
           Fiduciary Trust for nine years and has over twelve years experience
           in investment management and research.

<PAGE>
                               The MainStay Funds
                     Supplement dated March 20, 1997 to the
              Statement of Additional Information dated May 1, 1996


I. The Government Fund's investment policy set out on page B-30 which reads
   as follows:

         "The Government Fund will not invest in any privately issued CMOs if,
         as a result of such investment, more than 5% of the Fund's net assets
         would be invested in any one CMO, more than 10% of the Fund's net
         assets would be invested in CMOs and other investment company
         securities in the aggregate, or the Fund would hold more than 3% of any
         outstanding issue of CMOs."

is modified to read as follows:

         "The Government Fund will not invest in any privately issued CMOs that
         do not meet the requirements of Rule 3a-7 under the 1940 Act if, as a
         result of such investment, more than 5% of the Fund's net assets would
         be invested in any one such CMO, more than 10% of The Fund's net assets
         would be invested in such CMOs and other investment company securities
         in the aggregate, or the Fund would hold more than 3% of any
         outstanding issue of such CMOs."

II. The Trust has adopted new procedures  with regard to the segregation of
    assets.  The sections "Foreign Currency Transactions," "Writing Call
    Options," "Writing Put Options,"  "Limitations  on Purchase and Sale of
    Futures  Contracts and Options on Futures Contracts" and "Swap  Agreements",
    are hereby changed to reflect that each Fund may use any liquid asset for
    segregation purposes.




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