As filed with the Securities and Exchange Commission on June 23, 1999
1933 Act Registration No. 333-75045
File No. 811-4550
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____ Pre-Effective Amendment No. ___ X Post-Effective Amendment No. 1
THE MAINSTAY FUNDS
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______
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 576-5773
51 Madison Avenue
New York, New York 10010
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______
(Address of Principal Executive Offices) (Zip Code)
Sara L. Badler, Esq. Jeffrey L. Steele, Esq.
The MainStay Funds Dechert Price & Rhoads
51 Madison Avenue 1775 Eye Street, N.W.
New York, New York 10010 Washington, D.C. 20006
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(Name and Address of Agent for Service) (Copies of all Correspondence)
The Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Rule 24(f) under the Investment Company
Act of 1940. Accordingly, no fee is payable herewith.
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It is proposed that this filing shall become effective immediately upon
filing pursuant to Rule 485(b) under the Securities Act of 1933.
<PAGE>
EXPLANATORY NOTE
The purpose of this filing is to file as an exhibit the opinion and
consent of counsel supporting the tax matters and consequences to shareholders
of the reorganization, as required by Item 16(12) of Form N-14. Part A to this
Registration Statement is incorporated by reference to the definitive proxy
statement/prospectus filed on EDGAR on May 5, 1999 (File No. 333-75045). Part B
to this Registration Statement is incorporated by reference from the
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form
N-14 filed on EDGAR on April 23, 1999. (File No. 333-75045).
<PAGE>
PART C
OTHER INFORMATION
Item 25. 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, 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 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 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.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 16. Exhibits
(1) - (a) Amended and Restated Declaration of Trust dated August
30, 1991 -- Incorporated by reference from Post-
Effective Amendment No. 13 to the Registrant's
Registration Statement*
(b) Fifth Amended and Restated Establishment and Designation
of Series of Shares of Beneficial Interest, Par Value
$.01 Per Share dated October 26, 1992 -- Incorporated by
reference from Post-Effective Amendment No. 16 to the
Registrant's Registration Statement*
(c) Establishment and Designation of Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share
-- Incorporated by reference from Post-Effective
Amendment No. 11 to the Registrant's Registration
Statement*
(d) Form of Establishment and Designation of Additional
Series of Shares of Beneficial Interest, Par Value $.01
Per Share -- Incorporated by reference from
Post-Effective Amendment No. 23 to the Registrant's
Registration Statement*
(e) Form of Declaration of Trust as Amended and Restated
December 31, 1994 -- Incorporated by reference from
Post-Effective Amendment No. 27 to the Registrant's
Registration Statement*
(f) Form of Establishment and Designation of Additional
Series of Shares of Beneficial Interest, Par Value $.01
Per Share -- Incorporated by reference from
Post-Effective Amendment No. 28 to the Registrant's
Registration Statement*
(g) Form of Establishment and Designation of an Additional
Series of Shares of Beneficial Interest, Par Value $.01
Per Share -- Incorporated by reference from
Post-Effective Amendment No. 35 to the Registrant's
Registration Statement*
(h) Establishment and Designation of an Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share
-- Incorporated by reference from Post-Effective
Amendment No. 38 to the Registrant's Registration
Statement*
(i) Establishment and Designation of Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share
--Incorporated by reference from Post--Effective
Amendment No. 47 to the Registrant's Registration
Statement*
(2) - (a) Amended and Restated By-laws dated August 30, 1991 --
Incorporated by reference from Post-Effective Amendment
No. 13 to the Registrant's Registration Statement*
(b) Amended and Restated By-Laws dated December 31, 1994 --
Incorporated by reference from Post-Effective Amendment
No. 32 to the Registrant's Registration Statement*
(3) - Not applicable
(4) - Agreement and Plan of Reorganization -- Previously filed
as Exhibit A to Registrant's definitive Proxy
Statement/Prospectus*
(5) - Specimen Share Certificate -- Previously filed as
Exhibit 4 to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement*
(6) - (a) Management Agreement -- MAP Equity Fund -- Previously
filed as Exhibit 6(a) to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-14*
(b) Form of Sub-Advisory Agreement - MAP Equity Fund --
Previously filed as Exhibit 6(b) to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement
on Form N-14*
(7) - (a) Form of Distribution Agreement -- Incorporated by
reference from Post-Effective Amendment No. 22*
(b)(1) Form of Soliciting Dealer Agreement -- Incorporated by
reference from Pre-Effective Amendment No. 1 to
Registrant's Registration Statement*
(b)(2) Soliciting Dealer Agreement -- Incorporated by reference
from Post-effective Amendment No. 50 to the Registrant's
Registration Statement*
(8) - Not applicable
(9) - (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) -- Incorporated by
reference from Pre-Effective Amendment No. 2*
(c) Custodian Contract with The Bank of New York
--Incorporated by reference from Post-Effective
Amendment No. 7*
(10) - (a)(1) Plan of Distribution pursuant to Rule 12b-1 (Class A
shares)--MAP Equity Fund -- Previously filed as Exhibit
10(a)(1) to Pre-effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14*
(a)(2) Plan of Distribution pursuant to Rule 12b-1 (Class B
shares)--MAP Equity Fund -- Previously filed as Exhibit
10(a)(2) to Pre-effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14*
(a)(3) Plan of Distribution pursuant to Rule 12b-1 (Class C
shares)--MAP Equity Fund -- Previously filed as Exhibit
10(a)(3) to Pre-effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14 *
(b) Form of Multiple Class Plan Pursuant to Rule 18f-3 --
Incorporated by reference from Post-Effective Amendment
No. 30*
(11) - Opinion and Consent of Dechert Price & Rhoads as to
legality of the securities being offered -- Previously
filed as Exhibit 11 to Pre-effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14.*
(12) - Opinion and Consent of Dechert Price & Rhoads as to tax
consequences **
(13) - Not applicable
(14) - Consent of Independent Accountants -- Previously filed
as Exhibit 14 to Pre-effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14*
(15) - Not applicable
(16) - Powers of Attorney -- Incorporated by reference from
Post-Effective Amendments No. 40 and No. 44 to the
Registrant's Registration Statement and pre-Effective
Amendment No. 1 to Registrant's Registration Statement
on Form N-14*
(17) - Proxy Card -- Previously filed as Exhibit 17 to
Pre-effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14*
* Incorporated herein by reference
** Filed herewith.
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public offering of
the securities registered through the use of a prospectus which is
part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, as amended, the reoffering prospectus will
contain the information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable
form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment shall be deemed
to be a new registration statement for the securities offered therein,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
(3) The undersigned registrant agrees to file, by post-effective
amendment, an opinion of counsel or a copy of an Internal Revenue
Service ruling supporting the tax consequences of the proposed
acquisition of assets and issuance of shares described in this
Registration Statement within a reasonable time after receipt of such
opinion or ruling.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that this
Post-Effective Amendment No. 1 to this Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933, and the Registrant has duly caused this Post-effective Amendment No. 1
to this 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 16th day of June, 1999.
THE MAINSTAY FUNDS
By: /s/ Stephen C. Roussin
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STEPHEN C. ROUSSIN, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 1 to this Registration Statement has been signed
below by the following persons in the capacities indicated on June 16, 1999.
Signatures Title
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*
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RICHARD M. KERNAN, JR. Chairman and Trustee
/s/ Stephen C. Roussin
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STEPHEN C. ROUSSIN President, Chief Executive
Officer and Trustee
/s/ Anthony W. Polis
- ------------------------- Chief Financial Officer
ANTHONY W. POLIS (Principal Financial and
Accounting Officer)
*
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EDWARD J. HOGAN Trustee
*
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HARRY G. HOHN Trustee
*
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DONALD K. ROSS Trustee
*
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RICHARD M. KERNAN, JR. Trustee
*
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NANCY M. KISSINGER Trustee
*
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TERRY L. LIERMAN Trustee
**
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JOHN B. McGUCKIAN Trustee
*
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DONALD E. NICKELSON Trustee
***
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MARK GORDON Trustee
/s/ Jeffrey L. Steele
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JEFFREY L. STEELE
* Executed by Jeffrey L. Steele pursuant to a power of attorney filed with
Post-Effective Amendment No. 44 on March 17, 1998.
** Executed by Jeffrey L. Steele pursuant to a power of attorney filed with
Post-Effective Amendment No. 40 on August 28, 1997.
*** Executed by Jeffrey L. Steele pursuant to a power of attorney filed with
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form N-14 on April 23, 1999.
LAW OFFICES OF
DECHERT PRICE & RHOADS
1775 Eye Street, N.W.
Washington, DC 20006-2401
Telephone: 202-261-3300
Fax: 202-261-3333
June 9, 1999
MAP-Equity Fund
520 Broad Street
Newark, NJ 07102-3111
The MainStay Funds
on behalf of MainStay MAP Equity Fund
51 Madison Avenue
New York, NY 10010
Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences to the MAP-Equity Fund ("Reorganizing Fund"), a Delaware
corporation, to the holders of the shares of common stock of Reorganizing Fund
(the "Reorganizing Fund shareholders"), and to the MainStay MAP Equity Fund
("Successor Fund"), a series of The MainStay Funds, in connection with the
proposed transfer of all of the assets of Reorganizing Fund to Successor Fund in
exchange solely for voting shares of beneficial interest of Successor Fund and
the assumption by Successor Fund of all of the liabilities of Reorganizing Fund,
followed by the distribution of such Successor Fund shares by Reorganizing Fund
in complete liquidation, all pursuant to the Agreement and Plan of
Reorganization (the "Plan") dated as of April 30, 1999 (the "Reorganization").
For purposes of this opinion, we have examined and rely upon (1) the
Plan, (2) the Form N-14 filed by The MainStay Funds with the Securities and
Exchange Commission on March 25, 1999, amended as of April 23, 1999, and
submitted to Reorganizing Fund shareholders, (3) the facts and representations
contained in the two letters dated June 9, 1999, addressed to us from the
MAP-Equity Fund and from The MainStay Funds on behalf of Successor Fund, and (4)
such other documents and instruments as we have deemed necessary or appropriate
for purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), United States Treasury regulations, judicial decisions and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
(1) The acquisition by Successor Fund of all of the assets of
Reorganizing Fund in exchange solely for Successor Fund shares and the
assumption of Reorganizing Fund's liabilities, followed by the distribution of
such Successor Fund shares to the Reorganizing Fund shareholders in exchange for
their Reorganizing Fund shares in complete liquidation of Reorganizing Fund,
will constitute a reorganization within the meaning of Section 368(a)(1)(F) of
the Code. Successor Fund and Reorganizing Fund will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
(2) No gain or loss will be recognized to Reorganizing Fund upon the
transfer of substantially all of its assets to Successor Fund in exchange solely
for Successor Fund shares and the assumption of Reorganizing Fund's liabilities
by Successor Fund, or upon the distribution to the Reorganizing Fund
shareholders of the Successor Fund shares.
(3) No gain or loss will be recognized by Successor Fund upon the
receipt of Reorganizing Fund's assets in exchange for Successor Fund shares and
the assumption by Successor Fund of Reorganizing Fund's liabilities.
(4) The basis of the assets of Reorganizing Fund in the hands of
Successor Fund will be, in each instance, the same as the basis of those assets
in the hands of Reorganizing Fund immediately prior to the Reorganization
exchange.
(5) The holding period of Reorganizing Fund's assets in the hands of
Successor Fund will include the period during which the assets were held by
Reorganizing Fund.
(6) No gain or loss will be recognized to the Reorganizing Fund
shareholders upon the receipt of Successor Fund shares solely in exchange for
Reorganizing Fund shares.
(7) The basis of the Successor Fund shares received by the Reorganizing
Fund shareholders will be the same as the basis of the Reorganizing Fund shares
surrendered in exchange therefor.
(8) The holding period of the Successor Fund shares received by the
Reorganizing Fund shareholders will include the holding period of the
Reorganizing Fund shares surrendered in exchange therefor, provided that such
Reorganizing Fund shares were held as capital assets in the hands of the
Reorganizing Fund shareholders upon the date of the exchange.
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
Very truly yours,
/s/ Dechert Price & Rhoads
