N-CSR/A 1 y50750nvcsrza.txt N-CSR/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR/A CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04550 THE MAINSTAY FUNDS (Exact name of Registrant as specified in charter) 51 Madison Avenue, New York, NY 10010 (Address of principal executive offices) (Zip code) Marguerite E.H. Morrison, Esq. 169 Lackawanna Avenue Parsippany, NJ 07054 (Name and address of agent for service) Registrant's telephone number, including area code: (973) 394-4437 Date of fiscal year end: October 31 Date of reporting period: October 31, 2007 Explanatory Note The Registrant is filing this amendment to its Form N-CSR for the period ended October 31, 2007, originally filed with the Securities and Exchange Commission on January 7, 2008 (Accession Number 0000950123-08-000133) to amend Item 4, "Audit Fees." The purpose of the amendment to Item 4 is to amend information related to the fiscal year ended 2007. Items 1, 2, 3, and 5 through 11 to this Form N-CSR are incorporated by reference to the Form N-CSR filed on EDGAR on January 7, 2008 (Accession Number 0000950123-08-000133). FORM N-CSR/A ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The aggregate fees billed for the fiscal year ended October 31, 2007 for professional services rendered by KPMG LLP ("KPMG") for the audit of the Registrant's annual financial statements or services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for that fiscal year were $747,000. The aggregate fees billed for the fiscal year ended October 31, 2006 for professional services rendered by KPMG for the audit of the Registrant's annual financial statements or services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for that fiscal year were $812,750. (b) Audit Related Fees The aggregate fees billed for assurance and related services by KPMG that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item were: (i) $5,000 for the fiscal year ended October 31, 2007, and (ii) $0 for the fiscal year ended October 31, 2006. These audit-related services include review of financial highlights for Registrant's registration statements and issuance of consents to use of the auditor's reports. (c) Tax Fees The aggregate fees billed for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were: (i) $98,450 during the fiscal year ended October 31, 2007, and (ii) $90,100 during the fiscal year ended October 31, 2006. These services primarily included preparation of federal, state and local income tax returns and excise tax returns, as well as services relating to excise tax distribution requirements. (d) All Other Fees The aggregate fees billed for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item were: (i) $0 during the fiscal year ended October 31, 2007, and (ii) $0 during the fiscal year ended October 31, 2006. (e) Pre-Approval Policies and Procedures (1) The Registrant's Audit and Compliance Committee has adopted pre-approval policies and procedures (the "Procedures") to govern the Committee's pre-approval of (i) all audit services and permissible non-audit services to be provided to the Registrant by its independent accountant, and (ii) all permissible non-audit services to be provided by such independent accountant to the Registrant's investment adviser and to any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant (collectively, the "Service Affiliates") if the services directly relate to the Registrant's operations and financial reporting. In accordance with the Procedures, the Audit and Compliance Committee is responsible for the engagement of the independent accountant to certify the Registrant's financial statements for each fiscal year. With respect to the pre-approval of non-audit services provided to the Registrant and its Service Affiliates, the Procedures provide that the Audit and Compliance Committee may annually pre-approve a list of the types of services that may be provided to the Registrant or its Service Affiliates, or the Audit and Compliance Committee may pre-approve such services on a project-by-project basis as they arise. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit and Compliance Committee if it is to be provided by the independent accountant. The Procedures also permit the Audit and Compliance Committee to delegate authority to one or more of its members to pre-approve any proposed non-audit services that have not been previously pre-approved by the Audit and Compliance Committee, subject to the ratification by the full Audit and Compliance Committee no later than its next scheduled meeting. To date, the Audit and Compliance Committee has not delegated such authority. (2) With respect to the services described in paragraphs (b) through (d) of this Item 4, no amount was approved by the Audit and Compliance Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) There were no hours expended on KPMG's engagement to audit the Registrant's financial statements for the most recent fiscal year attributable to work performed by persons other than KPMG's full-time, permanent employees. (g) All non-audit fees billed by KPMG for services rendered to the Registrant for the fiscal years ended October 31, 2007 and October 31, 2006 are disclosed in 4(b)-(d) above. The aggregate non-audit fees billed by KPMG for services rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant were approximately: (i) $33,750 for the fiscal year ended October 31, 2007, and (ii) $25,000 for the fiscal year ended October 31, 2006. (h) The Registrant's Audit and Compliance Committee has determined that the non-audit services rendered by KPMG for the fiscal year ended October 31, 2007 to the Registrant's investment adviser and any entity controlling, controlled by, or under common control with the Registrant's investment adviser that provides ongoing services to the Registrant that were not required to be pre-approved by the Audit and Compliance Committee because they did not relate directly to the operations and financial reporting of the registrant were compatible with maintaining the respective independence of KPMG during the relevant time period. ITEM 12. EXHIBITS. (a)(1) Code of Ethics (a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940. (b) Certifications of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. THE MAINSTAY FUNDS By: /s/ Stephen P. Fisher --------------------------------- Stephen P. Fisher President Date: March 5, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Stephen P. Fisher --------------------------------- Stephen P. Fisher President Date: March 5, 2008 By: /s/ Jack R. Benintende --------------------------------- Jack R. Benintende Treasurer and Principal Financial and Accounting Officer Date: March 5, 2008 EXHIBIT INDEX (a)(1) Code of Ethics - filed as Exhibit (a)(1) to Form N-CSR filed on EDGAR on January 7, 2008 (Accession Number 0000950123-08-000133). (a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940. (b) Certification of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.