As filed with the Securities and Exchange Commission on
December
21, 1995
File No.
33-36962
File No.
811-6175
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
/ X /
Post-Effective Amendment No. 11
/ X /
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
/ X /
Amendment No. 13
/ X /
MAINSTAY INSTITUTIONAL FUNDS INC.
(formerly New York Life Institutional Funds Inc.)
(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)
A. Thomas Smith III, Esq.
New York Life Institutional Funds Inc.
51 Madison Avenue
New York, New York 10010
(Name and Address of Agent for Service)
with a copy to:
Jeffrey L. Steele, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
/ X / It is proposed that this filing will become
effective
immediately upon filing pursuant to paragraph
(b) of
Rule 485 under the Securities Act of 1933.
Registrant has elected to register an indefinite number
of shares
of its common stock under the Securities Act of 1933, as
amended,
pursuant to Rule 24f-2 under the Investment Company Act
of 1940.
Registrant filed a notice pursuant to Rule 24f-2 on
February 24,
1995 (i.e., within two months after the end of its fiscal
year).
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 11 to the
Registration
Statement of MainStay Institutional Funds Inc. is
comprised of
the following papers and documents:
1. The facing sheet to register a definite number
of
shares of beneficial interest, par value $0.01
per
share, of the Registrant's Bond Fund, Money
Market
Fund, Multi-Asset Fund and Short-Term Bond
Fund, each a
series of common stock of MainStay
Institutional Funds
Inc.
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. 11 under the Securities Act of
1933
incorporates by reference all materials filed as part of
Post-
Effective Amendment No. 10 to Form N-1A for MainStay
Institutional Funds Inc., File No. 33-36962.
The sole purpose of this Post-Effective Amendment
No. 11 is
to register a definite number of additional shares of
beneficial
interest to MainStay Institutional Funds Inc., pursuant
to
Section 24(e) of the Investment Company Act of 1940.
<PAGE>
MainStay Institutional Funds Inc.
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
Common Stock, (1)
Par Value
$0.01
Bond Fund 1,000,873 $10.41(2) $72,500(3)
$25.00
EAFE Index N/A N/A N/A
N/A
Fund
Growth Equity N/A N/A N/A
N/A
Fund
Indexed Bond N/A N/A N/A
N/A
Fund
Indexed N/A N/A N/A
N/A
Equity 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 12,949,018 $1.00(4) $72,500(5)
$25.00
Fund
Multi-Asset 2,347,541 $13.48(6) $72,500(7)
$25.00
Fund
Short-Term 8,394,941 $10.27(8) $72,500(9)
$25.00
Bond Fund
Value Equity N/A N/A N/A
N/A
Fund
_________________________
(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 1,000,873 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 Bond Fund redeemed 3,730,594 shares of
common
stock. During its current fiscal year, the Bond Fund
used
2,736,685 shares it redeemed during its fiscal year
ended
December 31, 1994, for a reduction pursuant to Rule
24f-2(c).
The Bond Fund currently is registering 1,000,873
shares, which is
equal to the remaining 993,909 shares redeemed during
its fiscal
year ended December 31, 1994, plus 6,964 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 12,949,018 shares to be registered by this
filing has
been computed on the basis of the market value per
share of
$1.00.
(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 Money Market Fund redeemed 316,244,412
shares of
common stock. During its current fiscal year, the
Money Market
Fund used 303,367,894 shares it redeemed during its
fiscal year
ended December 31, 1994, for a reduction pursuant to
Rule 24f-
2(c). The Money Market Fund currently is registering
12,949,018
shares, which is equal to the remaining 12,876,518
shares
redeemed during its fiscal year ended December 31,
1994, plus
72,500 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 2,347,541 shares to be registered by this
filing 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 Multi-Asset Fund redeemed 7,206,107
shares of
common stock. During its current fiscal year, the
Multi-Asset
Fund used 4,863,944 shares it redeemed during its
fiscal year
ended December 31, 1994, for a reduction pursuant to
Rule
24f-2(c). The Multi-Asset Fund currently is
registering
2,347,541 shares, which is equal to the remaining
2,342,163
shares redeemed during its fiscal year ended December
31, 1994,
plus 5,378 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).
(8) The fee for 8,394,941 shares to be registered by this
filing has
been computed on the basis of the market value per
share in
effect on December 7, 1995.
(9) Calculation of the proposed maximum offering price has
been made
pursuant to Rule 24e-2. During its fiscal year ended
December
31, 1994, the Short-Term Bond Fund redeemed 13,095,627
shares of
common stock. During its current fiscal year, the
Short-Term
Bond Fund used 4,707,745 shares it redeemed during its
fiscal
year ended December 31, 1994, for a reduction pursuant
to Rule
24f-2(c). The Short-Term Bond Fund currently is
registering
8,394,941 shares, which is equal to the remaining
8,387,882
shares redeemed during its fiscal year ended December
31, 1994,
plus 7,059 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
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. 11 to its Registration Statement to be
signed on
its behalf by the undersigned, thereunto duly authorized,
in the
City of Washington in the District of Columbia, on the
21st day
of December, 1995.
MAINSTAY INSTITUTIONAL FUNDS
INC.
By:
Linda M. Livornese*
President
*By: /s/ Jeffrey L. Steele
Jeffrey L. Steele
as Attorney-in-Fact
Pursuant to the requirements of the Securities Act
of 1933,
this Post-Effective Amendment No. 11 to the Registrant's
Registration Statement has been signed below by the
following
persons in the capacities and on the dates indicated.
Signature Title Date
Director December 21,
1995
Alice T. Kane*
Director December 21,
1995
Patrick G. Boyle*
Director December 21,
1995
Lawrence Glacken*
Director December 21,
1995
Robert P. Mulhearn*
Director December 21,
1995
Susan B. Kerley*
President December 21,
1995
Linda M. Livornese* (Principal Executive
Officer)
Treasurer December 21,
1995
Anthony W. Polis* (Principal Financial
and Accounting
Officer)
*By: /s/ Jeffrey L. Steele
Jeffrey L. Steele
as Attorney-in-Fact
* Powers of Attorney filed with the initial
Registration
Statement No. 33-36962 on September 21, 1990, with
Pre-
Effective Amendment No. 2 to the Registration
Statement on
December 26, 1990, and with Post-Effective Amendment
No. 7
to the Registration Statement on October 14, 1994,
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
SUITE 500
WASHINGTON, DC 20005
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
December 21, 1995
MainStay Institutional Funds Inc.
51 Madison Avenue
New York, New York 10010
Dear Sirs:
As counsel for MainStay Institutional Funds Inc.
(the
"Company"), we are familiar with the registration of
the Company
under the Investment Company Act of 1940 and the
registration
statement relating to its Shares of Common Stock (the
"Shares")
under the Securities Act of 1933 (File No. 33-36962)
(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. 11 to
the Company's Registration Statement will, when sold in
accordance
with the terms of the Registration Statement and the
prospectus
included therein and delivered by the Company 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 Company.
We consent to the filing of this opinion in
connection with
said Post-Effective Amendment No. 11 which is filed
pursuant to
Section 24(e) under the Investment Company Act of 1940
on behalf
of the Company with the Securities and Exchange
Commission.
Very truly yours,
Dechert Price & Rhoads
