AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 2021
FILE NO. 033-02610
FILE NO. 811-04550
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 156
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 159
THE MAINSTAY FUNDS
(exact name of registrant as specified in charter)
51 MADISON AVENUE,
NEW YORK, NEW YORK 10010
(address of principal executive office)
REGISTRANT’S TELEPHONE NUMBER: (212) 576-7000
Copy to:
J. Kevin Gao, Esq. | Thomas C. Bogle, Esq. |
NAME AND ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No.156 to the Registration Statement on Form N-1A (File No. 033-02610) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 156 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 156 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 156 shall become effective upon filing with the SEC.
ITEM 28. EXHIBITS
a. Declaration of Trust
1. Fifth Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest, Par Value $.01 Per Share dated October 26, 1992 — Previously filed as Exhibit 1(b) to Post-Effective Amendment No. 16*
2. Establishment and Designation of Additional Series of Shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(b) to Post-Effective Amendment No. 11*
3. Form of Establishment and Designation of Additional Series of shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(b) to Post-Effective Amendment No. 23*
4. Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(e) to Post-Effective Amendment No. 28*
b. By-Laws
c. Instruments Defining Rights of Security Holders
1. See the Declaration of Trust, as amended and supplemented from time to time and the Amended and Restated By-Laws dated June 4, 2015 (See above)
d. Investment Advisory Contracts
(h) Amendment dated March 5, 2021 – Filed herewith
(i) Amendment dated April 26, 2021 – Filed herewith
2. Subadvisory Agreements
xv. Amendment dated April 26, 2021 – Filed herewith
xvi. Amendment dated May 1, 2021 – Filed herewith
xvii. Amendment dated August 28, 2021 – Filed herewith
Previously filed as Exhibit (d)(2)(h) to Post-Effective Amendment No. 131 on September 12, 2016*
e. Underwriting Contracts
— Previously filed as Exhibit (e)(1) to Post-Effective Amendment No. 126 on February 27, 2015*
f. Bonus or Profit Sharing Contracts — Inapplicable
g. Custodian Agreements
(a) Amendment dated May 1, 2021 – Filed herewith
(b) Amendment dated September 9, 2021 – Filed herewith
h. Other Material Contracts
1. Transfer Agency
xxxiii. Amendment dated September 30, 2021 – Filed herewith
xxxiv. Amendment dated October 26, 2021 – Filed herewith
7. Expense Limitation Agreements and Fee Waivers
(d) Amended and Restated Expense Limitation Agreement dated March 19, 2021 – Filed herewith
(e) Amended and Restated Expense Limitation Agreement dated April 26, 2021 – Filed herewith
(f) Amended and Restated Expense Limitation Agreement dated July 1, 2021 – Filed herewith
(g) Amended and Restated Expense Limitation Agreement dated August 28, 2021 – Filed herewith
(h) Amended and Restated Expense Limitation Agreement dated September 30, 2021 – Filed herewith
i. Legal Opinion
1. Opinion and consent of counsel — Not applicable
j. Other Opinions
1. Consent of Independent Registered Public Accounting Firm – Not applicable
k. Omitted Financial Statements — Inapplicable
l. Initial Capital Agreements — Inapplicable
m. Rule 12b-1 Plan
o. Reserved
p. Codes of Ethics
1. Code of Ethics of Registrant dated September 2021 – Filed herewith
Other Exhibits:
* Incorporated herein by reference.
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
ITEM 30. INDEMNIFICATION
The MainStay Group of Funds, which includes MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds, maintains a joint directors and officers/errors and omissions (“D&O/E&O”) liability insurance policy and joint independent directors liability (“IDL”) insurance policy. The D&O/E&O liability insurance policy covers all of the directors and officers of the MainStay Group of Funds and the IDL insurance policy covers the independent directors only. Subject to the terms, conditions and retentions of the policies, insured persons are covered for claims made against them while acting in their official capacities with the MainStay Group of Funds.
Article IV of The MainStay Funds’ (“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 Non-interested Trustees acting on the matter (provided that a majority of the Non-interested 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 other 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, actions suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust or a Series thereof prior 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 a surety bond or some other appropriate security provided by the recipient, or the Trust or 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 Non-interested Trustees act 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.
In addition, each Trustee has entered into a written agreement with the Trust pursuant to which the Trust is contractually obligated to indemnify the Trustees to the fullest extent permitted by law and by the Declaration of Trust and Bylaws of the Trust.
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 31. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISOR
New York Life Investment Management LLC (“New York Life Investments”) acts as the investment adviser for each series of the following open- end registered management investment companies: MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.
The list of officers and directors of New York Life Investments, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by New York Life Investments (SEC File No: 801-57396).
CANDRIAM LUXEMBOURG S.C.A.
Candriam Luxembourg S.C.A. acts as the subadvisor for certain series of the Registrant.
The list of officers and directors of Candriam Luxembourg S.C.A., together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Epoch (SEC File No: 801-80510).
EPOCH INVESTMENT PARTNERS, INC.
Epoch Investment Partners, Inc. (“Epoch”) acts as the subadvisor for certain series of the Registrant.
The list of officers and directors of Epoch, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Epoch (SEC File No: 801-63118).
MACKAY SHIELDS LLC
MacKay Shields LLC (“MacKay Shields”) acts as the subadvisor for certain series of the Registrant.
The list of officers and directors of MacKay Shields, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by MacKay Shields (SEC File No: 801-5594).
NYL INVESTORS LLC
NYL Investors LLC (“NYL Investors “) acts as the subadvisor for certain series of the Registrant.
The list of officers and directors of NYL Investors, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by NYL Investors (SEC File No: 801-78759).
WELLINGTON MANAGEMENT COMPANY LLC
Wellington Management Company LLC (“Wellington”) acts as the subadvisor for certain series of the Registrant.
The list of officers and directors of Wellington, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Wellington (SEC File No: 801-15908).
WINSLOW CAPITAL MANAGEMENT INC.
Winslow Capital Management Inc. (“Winslow Capital”) acts as the subadvisor for certain series of the Registrant.
The list of officers and directors of Winslow Capital, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Winslow Capital (SEC File No: 801-41316) .
ITEM 32. PRINCIPAL UNDERWRITERS
a. Inapplicable
b. Inapplicable
c. Inapplicable
ITEM 33. 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, as amended, and the rules promulgated thereunder are maintained at the offices of New York Life Insurance Company, 51 Madison Avenue, New York, NY 10010; New York Life Investment Management LLC, 30 Hudson Street, Jersey City, NJ 07302; Candriam Luxembourg S.C.A., 19-21 route d’Arlon L-8009 Strassen Luxembourg; Epoch Investment Partners, Inc., 399 Park Avenue, New York, NY 10022; MacKay Shields LLC, 1345 Avenue of the Americas, New York, NY 10105; Wellington Management Company LLC, 280 Congress Street, Boston, MA 02210; and Winslow Capital Management, LLC, 4400 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402. Records relating to the duties of the custodian for each series of The MainStay Funds are maintained by JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, New York 10179. Records relating to the duties of the transfer agent of The MainStay Funds are maintained by DST Asset Manager Solutions, Inc., 200 Crown Colony Drive, Quincy, MA 02169.
ITEM 34. MANAGEMENT SERVICES.
Inapplicable.
ITEM 35. UNDERTAKINGS.
Inapplicable.
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 under Rule 485(b) and that it has duly caused this Post-Effective Amendment No. 156 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City in the State of New Jersey, on the 4th day of November, 2021.
THE MAINSTAY FUNDS | ||
By: | /s/ Kirk C. Lehneis | |
Kirk C. Lehneis | ||
President and Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 156 to the Registration Statement has been signed below by the following persons in the capacities indicated on November 4, 2021.
SIGNATURE | TITLE | ||
/s/ Kirk C. Lehneis | President and Principal Executive Officer | ||
Kirk C. Lehneis | |||
/s/ Susan B. Kerley* | Trustee and Chairman of the Board | ||
Susan B. Kerley | |||
/s/ David H. Chow* | Trustee | ||
David H. Chow | |||
/s/ Yie-Hsin Hung* | Trustee | ||
Yie-Hsin Hung | |||
/s/ Alan R. Latshaw* | Trustee | ||
Alan R. Latshaw | |||
/s/ Richard H. Nolan, Jr.* | Trustee | ||
Richard H. Nolan, Jr. | |||
/s/ Jacques P. Perold* | Trustee | ||
Jacques P. Perold | |||
/s/ Richard S. Trutanic* | Trustee | ||
Richard S. Trutanic | |||
/s/ Jack R. Benintende | Treasurer and Principal Financial and Accounting Officer | ||
Jack R. Benintende | |||
By: | /s/ J. Kevin Gao | ||
J. Kevin Gao | Secretary | ||
As Attorney-in-Fact | |||
* Pursuant to Powers of Attorney previously filed. |
EXHIBIT INDEX
Exhibit
(a)(38) Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share effective February 28, 2020, August 31, 2020 and February 28, 2021 (Large Cap Growth, Infrastructure Bond and Unconstrained Bond)
(a)(39) Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share effective March 5, 2021 and April 26, 2021 (Common Stock and MAP Equity)
(d)(1)(h) Amendment dated March 5, 2021 to the Management Agreement
(d)(1)(i) Amendment dated April 26, 2021 to the Management Agreement
(d)(2)(a)(xv) Amendment dated April 26, 2021 to the MacKay Shields LLC Subadvisory Agreement
(d)(2)(a)(xvi) Amendment dated May 1, 2021 to the MacKay Shields LLC Subadvisory Agreement
(d)(2)(a)(xvii) Amendment dated August 28, 2021 to the MacKay Shields LLC Subadvisory Agreement
(g)(1)(a) Amendment dated May 1, 2021 to the Global Custody Agreement with JPMorgan Chase Bank, National Association
(g)(1)(b) Amendment dated September 9, 2021 to the Global Custody Agreement with JPMorgan Chase Bank, National Association
(h)(1)(a)(xxxiii) Amendment dated September 30, 2021 to the Transfer Agency Agreement
(h)(1)(a)(xxxiv) Amendment dated October 26, 2021 to the Transfer Agency Agreement
(h)(7)(d) Amended and Restated Expense Limitation Agreement dated March 19, 2021
(h)(7)(e) Amended and Restated Expense Limitation Agreement dated April 26, 2021
(h)(7)(f) Amended and Restated Expense Limitation Agreement dated July 1, 2021
(h)(7)(g) Amended and Restated Expense Limitation Agreement dated August 28, 2021
(h)(7)(h) Amended and Restated Expense Limitation Agreement dated September 30, 2021
(p)(1) Code of Ethics of Registrant dated September 2021
(p)(2) Code of Ethics of New York Life Investment Management Holdings LLC dated August 2021