<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1997
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. 16 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. 18 [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.
MainStay 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 November 21, 1997
pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933.
[X] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
MAINSTAY INSTITUTIONAL FUNDS INC.
CROSS REFERENCE SHEET
This Registration Statement contains a separate Prospectus for each of the
Institutional Class and the Institutional Service Class of the Registrant's
shares. Both classes are included in a joint Statement of Additional
Information. The cross-references listed below are applicable to the
Prospectuses of both the Institutional Class and the Institutional Service Class
of shares.
Items Required by Form N-1A
---------------------------
<TABLE>
<CAPTION>
Item Number in Part A Prospectus Caption
--------------------- ------------------
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Tell Me The Key Facts -Analyze the
Costs of Investing: Ongoing Fees;
If you Invest $1,000 You Might Pay
3. Condensed Financial Information Financial Highlights
4. General Description of Tell Me The Key Facts -
Registrant Descriptions of Each Fund; General
Investment Considerations; Tell Me
The Details - The Company; Other
Information About the Funds;
Description of Investments and
Investment Practices
5. Management of the Fund Tell Me The Key Facts -Know Who
You're Investing With; Tell Me The
Details - The Company; Manager and
Sub-Advisers
5A. Management's Discussion of Information Contained in
Fund Performance Registrant's Annual Report
6. Capital Stock and Other Tell Me The Key Facts -
Securities Understand the Tax Consequences;
Tell Me The Details - The Company;
Portfolio Transactions
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
7. Purchase of Securities Tell Me The Key Facts -
Being Offered Open an Account and Buy Shares
8. Redemption or Repurchase Tell Me The Key Facts -Know How to
Sell and Exchange Shares
9. Pending Legal Proceedings Not Applicable
<CAPTION>
Statement of Additional
Item Number in Part B Information Caption
--------------------- -----------------------
<S> <C> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Management of the Company
History
13. Investment Objectives and Investment Objectives and
Policies Policies; Investment Restrictions;
Additional Restrictions
14. Management of the Fund Management of the Company
15. Control Persons and Principal Management of the
Holders of Securities Company; Other Information
16. Investment Advisory and Management of the Company
Other Services
17. Brokerage Allocation and Portfolio Transactions
Other Practices and Brokerage
18. Capital Stock and Other Other Information
Securities
19. Purchase, Redemption and Purchases and Redemptions
Pricing of Securities Being
Offered
20. Tax Status Tax Information
21. Underwriters Management of the Company
22. Calculations of Performance Performance Information
Data
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
MAINSTAY INSTITUTIONAL FUNDS INC.
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements:
Included in Part A of this Registration Statement:
Financial Highlights for the period January 2, 1991 (commencement of
operations) through December 31, 1991, for the years ended December
31, 1992, 1993, 1994, 1995 and 1996 and for the six months ended June
30, 1997 (unaudited).
Incorporated by reference in Part B of this Registration Statement:
Statement of Assets and Liabilities at 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 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).
All other financial statements and schedules are not required, not
applicable or the required information is shown in financial
statements or the notes thereto.
b. Exhibits:
1. (a) Articles of Incorporation/1/
(b) Articles Supplementary/2/
(c) Articles of Amendment/5/
(d) Form of Articles Supplementary/7/
(e) Articles of Amendment/8/
2. By-laws/1/
3. Inapplicable
4. Specimen Certificates for Common Stock/3/
<PAGE>
5. (a) Form of (composite) Management Agreement between MainStay
Institutional Funds, Inc., on behalf of the Bond Fund, EAFE Index
Fund, Growth Equity Fund, Indexed Bond Fund, Indexed Equity Fund,
International Bond Fund, International Equity Fund, Money Market
Fund, Multi-Asset Fund, Short-Term Bond Fund and Value Equity
Fund, and MainStay Management, Inc./12/
(b) Form of (composite) Sub-Advisory Agreement between MainStay
Management, Inc., on behalf of the Bond Fund, Growth Equity Fund,
International Bond Fund, International Equity Fund, Short-Term
Bond Fund and Value Equity Fund, and MacKay-Shields Financial
Corporation./12/
(c) Form of (composite) Sub-Advisory Agreement between MainStay
Management, Inc., on behalf of the EAFE Index Fund, Indexed Bond
Fund, Indexed Equity Fund and Multi-Asset Fund, and Monitor
Capital Advisors, Inc./12/
(d) Form of (composite) Sub-Advisory Agreement between MainStay
Management, Inc., on behalf of the Money Market Fund and New York
Life Insurance Company./12/
6. Distribution Agreement/6/
7. Inapplicable
8. Form of Custodian Contract/7/
9. (a) Form of Transfer Agency and Service Agreement/2/
(b) Form of License Agreement/2/
(c) Form of Service Agreement with New York Life Benefit Services,
Inc.
(d) Form of Service Agreement with New York Life Insurance Company
10. Opinion and Consent of Counsel/4/
11. Consent of Independent Accountants/12/
12. Inapplicable
13. Initial Subscription Agreement/3/
14. Inapplicable
C-2
<PAGE>
15. (a) Form of Account Application/3/
(b) Shareholder Services Plan/11/
16. Inapplicable
17. Financial Data Schedules/12/
18. Multiple Class Plan/11/
- ---------------------
1. Filed with Registration Statement No. 33-36962 on September 21, 1990.
2. Filed with Pre-Effective Amendment No. 1 to Registration Statement No. 33-
36962 on November 19, 1990.
3. Filed with Pre-Effective Amendment No. 2 to Registration Statement No. 33-
36962 on December 26, 1990.
4. Previously filed with Rule 24f-2 Notice.
5. Filed with Post-Effective Amendment No. 4 to Registration Statement No. 33-
36962 on November 2, 1992.
6. Filed with Post-Effective Amendment No. 6 to Registration Statement No. 33-
36962 on April 29, 1994.
7. Filed with Post-Effective Amendment No. 7 to Registration Statement No. 33-
36962 on October 14, 1994.
8. Filed with Post-Effective Amendment No. 8 to Registration Statement No. 33-
36962 on December 29, 1994.
9. Filed with Post-Effective Amendment No. 10 to Registration Statement No.
33-36962 on April 28, 1995.
10. Filed with Post-Effective Amendment No. 12 to Registration Statement No.
33-36962 on February 28, 1996.
11. Filed with Post-Effective Amendment No. 14 to Registration Statement No.
33-36962 on May 1, 1997.
12. To be filed by amendment.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The following chart indicates the persons controlled by New York Life:
C-3
<PAGE>
<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)
MainStay Institutional Funds Inc. Maryland ***
MainStay Management, Inc. Delaware 100%
MainStay Shareholder Services, Inc. Delaware 100%
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 England
MainStay VP Series Fund, Inc. Maryland *
New York Life Worldwide Holding, Inc., which Delaware 100%
owns 100% of the shares of:
New York Life Worldwide Capital, Inc. Delaware
New York Life Worldwide Development, Inc. Delaware
New York Life Worldwide (Bermuda) Ltd. Bermuda
New York Life Insurance Worldwide Ltd. Bermuda
and owns 99.97% of the shares of
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- ------------------
<S> <C> <C>
New York Life (U.K.) Ltd., which owns United Kingdom
100% of the shares of:
Windsor Construction Company Limited England
and owns 31.3% of the shares of:
Life Assurance Holding Corporation England
Limited, which owns 100% of the shares
of:
Windsor Life Assurance Company Limited England
and which owns 51% of the shares of:
KOHAP New York Life Insurance Ltd. South Korea
and which owns 50.2% of the shares of:
P.T. Asuransi Jiwa Sewu-New York Indonesia
and which owns 49% of the shares of:
GEO New York Life, S.A. Mexico
NYLIFE Depositary Corporation which owns Delaware 100%
16.67% of NYLIFE Structured Asset Texas
Management 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%
NYLIFE Distributors Inc. Delaware 100%
NYLIFE Equity Inc. Delaware 100%
NYLIFE Funding Inc. Delaware 100%
NYLIFE Healthcare Management Inc., which Delaware
owns 54% of total combined stock and 89.6%
of the voting rights of:
Express Scripts, Inc., which owns 100% of Delaware
the shares of:
Great Plains Reinsurance Company Arizona
Practice Patterns Science, Inc. Delaware
ESI Canada Holdings, Inc., which owns Canada
100% of the shares of:
ESI Canada, Inc. Canada
IVTx of Houston, Inc. Texas
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- ------------------
<S> <C> <C>
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 Company Delaware
Avanti Corporate Health Systems Inc. Delaware
100% of the shares of:
Avanti Health Systems of Texas, Inc. Texas
Avanti of the District, Inc. Maryland
Avanti of Illinois, Inc. Illinois
Avanti of New York, Inc. New York
which owns 100% of MBS IPA,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 Company, which owns 90% Delaware
of the shares of:
Lone Star Health Plan, Inc., which Texas
owns 100% of the shares of:
NYLCare Health Plans of the Texas
Gulf Coast, Inc.
Prime Provider Corp., which owns 100%
of the shares of: New York
Prime Provider Corp. of Texas Texas
NYLCare of Connecticut, Inc. Connecticut
Sanus Dental Plan of NJ, Inc. New Jersey
NYLCare Dental Plans of the
Southwest, Inc. Texas
NYLCare Health Plans of New York, New York
Inc.
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.
NYLCare Preferred Services,Inc. Maryland
Sanus Preferred Providers West, Inc. California
Sanus Preferred Services of Illinois, Illinois
Inc.
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- ------------------
<S> <C> <C>
NYLCare Health Plans of the Oklahoma
Southwest (Oklahoma), Inc.
NYLCare Health Plans of the Texas
Southwest, Inc.
WellPath of Arizona Reinsurance Arizona
Company
and owns 99.8% of the shares of:
NYLCare Health Plans of Louisiana, Louisiana
Inc.
NYLCare of New England, Inc. Delaware
Sanus - Northeast, Inc. Delaware
NYLCare Health Plans of Maine, Inc. Maine
NYLCare NC Holdings, Inc. which owns
50% of the shares of: Delaware
WellPath Community Health Plans L.L.C. North Carolina
which owns 100% of the shares of WPCHP
Holdings, Inc. and 99.9% of the shares of: Delaware
WellPath Preferred Services, L.L.C. North Carolina
and
WellPath Select Holdings, L.L.C. North Carolina
which owns 100% of:
WellPath Select, Inc. North Carolina
WellPath of Carolina, Inc. Delaware
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. Pennsylvania
ETHIX Midlands, Inc. Delaware
ETHIX Mid-Rivers, Inc. Missouri
ETHIX Northwest Public Services, Washington
Inc.
ETHIX Northwest, Inc., Washington
which owns 100% of:
NYLCare Health Plans Northwest, Washington
Inc.
ETHIX Pacific, Inc. Oregon
ETHIX Risk Management, Inc. Oregon
ETHIX Southeast, Inc. North Carolina
ETHIX Southwest, Inc. Texas
which owns 50% of the shares of
Benefit Panel Services, Inc. California
which owns 100% of:
VivaHealth, Incorporated and California
BPS Healthplan Administrators California
One Liberty Plaza Holdings, Inc. Delaware
NYLIFE Inc. New York 100%
NYLIFE Insurance Company of Arizona Arizona 100%
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name+ Organization Securities Owned
---- --------------- ------------------
<S> <C> <C>
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
Incorporated
NYLINK Insurance Agency of New Mexico New Mexico
Incorporated
NYLINK Insurance Agency of Hawaii, Incorporated Hawaii
NYLINK Insurance Agency of Massachusetts, Massachusetts
Incorporated
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 sub-advisers to this entity.
Item 26. Number of Holders of Securities.
As of October 31, 1997, the number of record holders of each class of
securities of the Registrant were as follows:
<TABLE>
<CAPTION>
(2)
(1) NUMBER OF
TITLE OF CLASS RECORD HOLDERS
- -------------- ----------------
<S> <C>
Shares of Common Stock:
Bond Fund
Institutional Class 145
Institutional Service Class 58
EAFE Index Fund
Institutional Class 92
Institutional Service Class 44
</TABLE>
C-8
<PAGE>
<TABLE>
<S> <C>
Growth Equity Fund
Institutional Class 257
Institutional Service Class 185
Indexed Bond Fund
Institutional Class 50
Institutional Service Class 43
Indexed Equity Fund
Institutional Class 153
Institutional Service Class 115
International Bond Fund
Institutional Class 20
Institutional Service Class 12
International Equity Fund
Institutional Class 50
Institutional Service Class 29
Money Market Fund
Institutional Class 163
Institutional Service Class 83
Multi-Asset Fund
Institutional Class 261
Institutional Service Class 102
Short-Term Bond Fund
Institutional Class 137
Institutional Service Class 22
Value Equity Fund
Institutional Class 369
Institutional Service Class 159
</TABLE>
ITEM 27. INDEMNIFICATION
Reference is made to Article VI of the Registrant's By-Laws (Exhibit 2),
and Article VII, Section 2 of the Registrant's Articles of Incorporation
(Exhibit 1), which are incorporated by reference herein.
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISERS
The business of MainStay Management, Inc. is summarized under "Know Who
You're Investing With" 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 thereto.
C-9
<PAGE>
The business of MacKay-Shields Financial Corporation is summarized under
"Who Manages Your Money" in the Prospectus constituting Part A of this
Registration Statement, which summary is incorporated herein by reference.
The business of Monitor Capital Advisors, Inc. is summarized under "Who
Manages Your Money?" 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 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 thereto.
The business of New York Life Insurance Company is summarized under "Who
Manages Your Money?" 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 New York
Life Insurance Company is currently listed in the investment adviser
registration on Form ADV for New York Life Insurance Company (File No. 801-
19525) and is hereby incorporated herein by reference thereto.
ITEM 29. PRINCIPAL UNDERWRITERS
a. NYLIFE Distributors Inc. also acts as the principal underwriter for The
MainStay Funds (File No. 33-2610) and NYLIAC Variable Universal Life
Separate Accounts I and II.
<TABLE>
<CAPTION>
b. (3)
(1) (2) Position(s) and
Name and principal Position(s) and office(s) office(s) with
business address with NYLIFE Distributors Inc. registrant
------------------ ----------------------------- --------------------
<S> <C> <C>
Mistero, Frank Director, President and Chief None
300 Interpace Parkway Executive Officer
Parsippany, NJ 07054
Brady, Robert E. Director and Vice President None
260 Cherry Hill Road
Parsippany, NJ 07054
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
(3)
(1) (2) Position(s) and
Name and principal Position(s) and office(s) office(s) with
business address with NYLIFE Distributors Inc. registrant
------------------ ----------------------------- --------------------
<S> <C> <C>
Boyce, Jefferson C. Director Senior Vice President
51 Madison Avenue
New York, NY 10010
Kane, Alice T. Director Chairperson and
51 Madison Avenue Director
New York, NY 10010
Gallo, Michael G. Director None
51 Madison Avenue
New York, NY 10010
Rock, Robert D. Director None
51 Madison Avenue
New York, NY 10010
Boccio, Frank M. Director None
51 Madison Avenue
New York, NY 10010
Hildebrand, Phillip J. Director None
51 Madison Avenue
New York, NY 10010
Sheila Davidson Chief Compliance Officer None
51 Madison Avenue
New York, NY 10010
Adasse, Louis H. Corporate Vice President None
51 Madison Avenue,
New York, NY 10010
Polis, Anthony W. Vice President and Chief Treasurer, Chief
300 Interpace Parkway Financial Officer Financial and
Parsippany, NJ 07054 Accounting Officer
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 None
51 Madison Avenue Auditor
New York, NY 10010
Livornese, Linda M. Vice President President
51 Madison Avenue
New York, NY 10010
Zuccaro, Richard W. Tax Vice President Tax Vice President
51 Madison Avenue
New York, NY 10010
Krystel, David J. Vice President None
51 Madison Avenue
New York, NY 10010
</TABLE>
C-11
<PAGE>
<TABLE>
<CAPTION>
(3)
(1) (2) Position(s) and
Name and principal Position(s) and office(s) office(s) with
business address with NYLIFE Distributors Inc. registrant
------------------ ----------------------------- --------------------
<S> <C> <C>
O'Byrne, John H. Vice President and Chief None
51 Madison Avenue Compliance Officer
New York, NY 10010
Daoust, George R. Assistant Vice President None
300 Interpace Parkway
Parsippany, NJ 07054
Arizmendi, Arphiela Assistant Vice President Assistant Treasurer
300 Interpace Parkway
Parsippany, NJ 07054
Cirillo, Antoinette B. Assistant Vice President Assistant Treasurer
300 Interpace Parkway
Parsippany, NJ 07054
Lorito, Geraldine Assistant Vice President Assistant Treasurer
300 Interpace Parkway
Parsippany, NJ 07054
Brenner, Nancy Secretary Assistant Secretary
51 Madison Avenue
New York, NY 10010
Murray, Thomas J. Corporate Vice President None
51 Madison Avenue
New York, NY 10010
Zwarick, Phyllis Corporate Vice President None
51 Madison Avenue
New York, NY 10010
Gomez, Mark A. Assistant 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, and New York Life
Insurance Company, 51 Madison Avenue, New York, NY 10010, at the offices of
MainStay Management, Inc. and NYLIFE Distributors Inc., 300 Interpace Parkway,
Parsippany NJ 07054, at the offices of Monitor Capital Advisors, Inc., 504
Carnegie Center, Princeton, NJ 08540-6242, and at the offices of MacKay-Shields
Financial Corporation, 9 West 57th Street, New York, NY 10019. Records relating
to the duties of the custodian for the Funds are maintained by The Bank of New
York, 90 Washington Street, New York, NY 10286. Records
C-12
<PAGE>
relating to the duties of the Registrant's transfer agent are maintained by
Boston Financial Data Services, 2 Heritage Drive, North Quincy, MA 02171.
ITEM 31. MANAGEMENT SERVICES.
Inapplicable.
ITEM 32. UNDERTAKINGS.
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.
C-13
<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. 16 to the Registraton Statement meets the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933, as amended, and the Registrant has duly caused this Post-Effective
Amendment No. 16 to the 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 17th day of November, 1997.
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. 16 to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
____________________ Director November 17, 1997
Alice T. Kane*
____________________ Director November 17, 1997
Patrick G. Boyle*
____________________ Director November 17, 1997
Lawrence Glacken*
____________________ Director November 17, 1997
Robert P. Mulhearn*
____________________ Director November 17, 1997
Susan B. Kerley*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
____________________ President November 17, 1997
Linda M. Livornese* (Principal
Executive
Officer)
____________________ Treasurer November 17, 1997
Anthony W. Polis* (Principal
Financial
and Accounting
Officer)
</TABLE>
*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,
incorporated by reference within.
