<PAGE> 1
EXHIBIT (a)(12)
MAINSTAY INSTITUTIONAL FUNDS INC.
ARTICLES SUPPLEMENTARY
MainStay Institutional Funds Inc., which is a Maryland corporation
registered as an open-end company under the Investment Company Act of 1940, as
amended, and having its principal office in Baltimore, Maryland (hereinafter
called the "Corporation"), certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on December 5, 2000, adopted a resolution to increase the
Corporation's authorized shares of common stock, par value ONE CENT ($0.01) per
share, by THREE BILLION (3,000,000,000) shares, and to designate such additional
shares as shares of three new series and classify the shares of such new series
as follows:
<TABLE>
<CAPTION>
Name of Series Name of Class
-------------- -------------
<S> <C>
Mid Cap Core Fund No-Load
Core Bond Plus Fund No-Load
Tax Free Bond Fund No-Load
</TABLE>
SECOND: Immediately prior to the effectiveness of these Articles
Supplementary of the Corporation as hereinabove set forth, the Corporation had
the authority to issue TWENTY-TWO BILLION (22,000,000,000) shares of common
stock, par value ONE CENT ($0.01) per share with an aggregate par value of TWO
HUNDRED TWENTY MILLION DOLLARS ($220,000,000), which the Board of Directors had
designated into series and classified the shares of each series as follows:
Previously Classified Shares
<TABLE>
<CAPTION>
Name of Series Name of Class Authorized Shares
-------------- ------------- -----------------
(in millions)
-------------
<S> <C> <C>
Bond Fund Institutional 500
Bond Fund Institutional Service 500
EAFE Index Fund Institutional 500
EAFE Index Fund Institutional Service 500
Indexed Bond Fund Institutional 500
Indexed Bond Fund Institutional Service 500
Index Equity Fund Institutional 500
Index Equity Fund Institutional Service 500
International Bond Fund Institutional 500
International Bond Fund Institutional Service 500
International Equity Fund Institutional 500
International Equity Fund Institutional Service 500
Money Market Fund Institutional 4,000
Money Market Fund Institutional Service 4,000
Money Market Fund Sweep Shares 4,000
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Name of Series Name of Class Authorized Shares
-------------- ------------- -----------------
(in millions)
-------------
<S> <C> <C>
Asset Manager Fund Institutional 500
Asset Manager Fund Institutional Service 500
Short-Term Bond Fund Institutional 500
Short-Term Bond Fund Institutional Service 500
Value Equity Fund Institutional 500
Value Equity Fund Institutional Service 500
Growth Equity Fund Institutional 500
Growth Equity Fund Institutional Service 500
</TABLE>
THIRD: As amended hereby, the Corporation's Articles of Incorporation
authorize the issuance of TWENTY-FIVE BILLION (25,000,000,000) shares of common
stock, par value ONE CENT ($0.01) per share with an aggregate par value of TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000), which the Board of Directors has
designated into series, and classified the shares of various series, as follows:
Current Classification of Shares
<TABLE>
<CAPTION>
Name of Series Name of Class Authorized Shares (in
-------------- ------------- ---------------------
millions)
---------
<S> <C> <C>
Bond Fund Institutional 500
Bond Fund Institutional Service 500
EAFE Index Fund Institutional 500
EAFE Index Fund Institutional Service 500
Indexed Bond Fund Institutional 500
Indexed Bond Fund Institutional Service 500
Index Equity Fund Institutional 500
Index Equity Fund Institutional Service 500
International Bond Fund Institutional 500
International Bond Fund Institutional Service 500
International Equity Fund Institutional 500
International Equity Fund Institutional Service 500
Money Market Fund Institutional 4,000
Money Market Fund Institutional Service 4,000
Money Market Fund Sweep Shares 4,000
Asset Manager Fund Institutional 500
Asset Manager Fund Institutional Service 500
Short-Term Bond Fund Institutional 500
Short-Term Bond Fund Institutional Service 500
Value Equity Fund Institutional 500
Value Equity Fund Institutional Service 500
Growth Equity Fund Institutional 500
Growth Equity Fund Institutional Service 500
Mid Cap Core Fund No-Load 1,000
Core Bond Plus Fund No-Load 1,000
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Name of Series Name of Class Authorized Shares (in
-------------- ------------- ---------------------
millions)
---------
<S> <C> <C>
Tax Free Bond Fund No-Load 1,000
</TABLE>
FOURTH: The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the additional series designated pursuant to these
Articles Supplementary shall be as set forth in the Corporation's Articles of
Incorporation, as amended, and shall be subject to all provisions of the
Articles of Incorporation, as amended, relating to shares of the Corporation
generally, and those set forth as follows:
(a) Each new series of the Corporation shall have a separate portfolio
of assets.
(b) The dividends and distributions of investment income and capital
gains with respect to each new series shall be in such amounts as may be
declared from time to time by the Board of Directors.
FIFTH: The additional shares of the Corporation authorized and
classified pursuant to Article THIRD of these Articles Supplementary have been
so authorized and classified by the Board of Directors under the authority
contained in the Corporation's Articles of Incorporation, as amended. The total
number of shares of capital stock of the various series and classes that the
Corporation has authority to issue has been increased by the Board of Directors
in accordance with Section 2-105(c) of the Maryland General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to
be signed in its name on its behalf by its authorized officers who acknowledge
that the Articles Supplementary are the act of the Corporation, that to the best
of their knowledge, information and belief, all matters and facts set forth
herein relating to the authorization and approval of these Articles
Supplementary are true in all material respects and that this statement is made
under the penalties of perjury.
Dated this ____ day of December, 2000.
MainStay Institutional Funds Inc.
By: _________________________
Linda M. Livornese
President
Attest:
_________________________
John Flanagan
Secretary
