UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04847 ECLIPSE 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, New Jersey 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: 11/1/04-10/31/05 FORM N-CSR ITEM 1. REPORTS TO STOCKHOLDERS. MAINSTAY(R) FUNDS Annual Report October 31, 2005 (MAINSTAY INVESTMENTS LOGO) EQUITY FUNDS MainStay All Cap Growth Fund MainStay All Cap Value Fund MainStay Mid Cap Opportunity Fund MainStay S&P 500 Index Fund MainStay Small Cap Opportunity Fund INCOME FUNDS MainStay Cash Reserves Fund MainStay Floating Rate Fund MainStay Indexed Bond Fund MainStay Intermediate Term Bond Fund MainStay Short Term Bond Fund BLENDED FUNDS MainStay Asset Manager Fund MainStay Balanced Fund ASSET ALLOCATION FUNDS MainStay Conservative Allocation Fund MainStay Growth Allocation Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund TABLE OF CONTENTS <Table> Message from the President 3 - -------------------------------------------------------------------------------- EQUITY FUNDS MainStay All Cap Growth Fund 4 - -------------------------------------------------------------------------------- MainStay All Cap Value Fund 18 - -------------------------------------------------------------------------------- MainStay Mid Cap Opportunity Fund 32 - -------------------------------------------------------------------------------- MainStay S&P 500 Index Fund 46 - -------------------------------------------------------------------------------- MainStay Small Cap Opportunity Fund 64 - -------------------------------------------------------------------------------- INCOME FUNDS MainStay Cash Reserves Fund 80 - -------------------------------------------------------------------------------- MainStay Floating Rate Fund 92 - -------------------------------------------------------------------------------- MainStay Indexed Bond Fund 112 - -------------------------------------------------------------------------------- MainStay Intermediate Term Bond Fund 135 - -------------------------------------------------------------------------------- MainStay Short Term Bond Fund 154 BLENDED FUNDS MainStay Asset Manager Fund 165 - -------------------------------------------------------------------------------- MainStay Balanced Fund 204 - -------------------------------------------------------------------------------- ASSET ALLOCATION FUNDS MainStay Conservative Allocation Fund 227 - -------------------------------------------------------------------------------- MainStay Growth Allocation Fund 239 - -------------------------------------------------------------------------------- MainStay Moderate Allocation Fund 251 - -------------------------------------------------------------------------------- MainStay Moderate Growth Allocation Fund 263 - -------------------------------------------------------------------------------- Notes to Financial Statements 275 - -------------------------------------------------------------------------------- Report of Independent Registered Public Accounting Firm 295 - -------------------------------------------------------------------------------- Board Members and Officers 296 - -------------------------------------------------------------------------------- Federal Income Tax Information 299 - -------------------------------------------------------------------------------- Proxy Voting Policies and Procedures 299 - -------------------------------------------------------------------------------- Shareholder Reports and Quarterly Portfolio Disclosure 299 </Table> www.MAINSTAYfunds.com 1 This page intentionally left blank 2 MESSAGE FROM THE PRESIDENT During the 12 months ended October 31, 2005, most domestic and international stock markets provided positive overall returns. In the United States, mid- capitalization stocks outperformed small- and large-cap issues, and investors tended to prefer value stocks over growth stocks at all capitalization levels. The U.S. economy continued to advance throughout the reporting period, with positive growth in gross domestic product and gradually improving labor-market conditions. In August and September 2005, devastating hurricanes pummeled the Gulf region, destroying homes, flooding coastal cities, and taking hundreds of lives. At MainStay, we wish to express our heartfelt concern for the millions of people who were adversely affected by these natural disasters. At the end of August, crude-oil prices rose to record levels when rigs and refineries in the Gulf region faced hurricane-related setbacks. Higher oil and natural gas prices benefited stocks in the energy sector, but raised concerns about inflation. To keep the economy on track and inflation at bay, the Federal Open Market Committee raised the targeted federal funds rate eight times during the reporting period, with a 25-basis-point increase on each occasion. At the end of October 2005, the federal funds target rate stood at 3.75%, its highest level in more than four years. Since the economy and the markets are constantly changing, managing investments is a complex task. Fortunately, each MainStay Fund pursues its objective with the help of a well-defined investment approach that the portfolio managers seek to apply with discipline, care, and consistency. At MainStay, we take pride in offering a wide range of Funds suited to the needs of different types of investors. During the reporting period, MainStay introduced four new Asset Allocation Funds, each with a distinct risk/reward profile. The reports that follow take a closer look at the specific securities and decisions that affected your MainStay Fund investments during the 12 months ended October 31, 2005. We hope that you will review the report carefully to gain greater insight into your Fund's performance, holdings, and management style. Sincerely, /s/ CHRISTOPHER O. BLUNT Christopher O. Blunt President www.MAINSTAYfunds.com 3 MAINSTAY ALL CAP GROWTH FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 12.66% -8.16% 5.76% Excluding sales charges 19.21 -7.12 6.36 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 GROWTH RUSSELL 3000 GROWTH GROWTH FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------- ------------------- 10/31/95 9450 10000 10000 10000 11455 12410 12205 12114 14235 16394 15924 15705 17097 20000 19848 18907 22584 25134 26646 25317 25322 26665 29132 27800 15616 20024 17495 16864 12529 16999 14063 13537 14557 20535 17131 16700 14686 22470 17710 17291 10/31/05 17507 24429 19271 18845 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 13.29% -8.19% 5.42% Excluding sales charges 18.29 -7.87 5.42 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 GROWTH RUSSELL 3000 GROWTH GROWTH FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------- ------------------- 10/31/95 10000 10000 10000 10000 12032 12410 12205 12114 14811 16394 15924 15705 17597 20000 19848 18907 23008 25134 26646 25317 25544 26665 29132 27800 15583 20024 17495 16864 12411 16999 14063 13537 14308 20535 17131 16700 14331 22470 17710 17291 10/31/05 16952 24429 19271 18845 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 17.33% -7.86% 5.43% Excluding sales charges 18.33 -7.86 5.43 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 GROWTH RUSSELL 3000 GROWTH GROWTH FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------- ------------------- 10/31/95 10000 10000 10000 10000 12032 12410 12205 12114 14811 16394 15924 15705 17597 20000 19848 18907 23008 25134 26646 25317 25544 26665 29132 27800 15583 20024 17495 16864 12411 16999 14063 13537 14308 20535 17131 16700 14339 22470 17710 17291 10/31/05 16968 24429 19271 18845 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maximum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1.00% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/ Trustees. From inception (1/2/91) through 12/31/03, performance for Class A, B, and C shares (each first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class A, B, and C shares. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 4 MainStay All Cap Growth Fund CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- 19.89% -6.85% 6.60% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 GROWTH RUSSELL 3000 GROWTH GROWTH FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------- ------------------- 10/31/95 10000 10000 10000 10000 12150 12410 12205 12114 15131 16394 15924 15705 18202 20000 19848 18907 24079 25134 26646 25317 27026 26665 29132 27800 16665 20024 17495 16864 13402 16999 14063 13537 15610 20535 17131 16700 15811 22470 17710 17291 10/31/05 18957 24429 19271 18845 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - --------------------------------------------------------------- S&P 500(R) Index(1) 8.72% -1.74% 9.34% Russell 1000(R) Growth Index(2) 8.81 -7.93 6.78 Russell 3000(R) Growth Index(3) 8.99 -7.48 6.54 Average Lipper large-cap growth fund(4) 10.06 -7.15 6.48 </Table> 1. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 2. The Russell 1000(R) Growth Index is an unmanaged index that measures the performance of those Russell 1000(R) companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000(R) Index is an unmanaged index that measures the performance of the 1,000 largest U.S. companies based on total market capitalization. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Russell 3000(R) Growth Index is an unmanaged index that measures the performance of those Russell 3000(R) Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 3000(R) Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization. Results assume reinvestment of all dividends and capital gains. The Russell 3000(R) Growth Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 4. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 5 COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY ALL CAP GROWTH FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,153.45 $ 8.41 $1,017.25 $ 7.88 - --------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,149.70 $12.46 $1,013.50 $11.67 - --------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,150.80 $12.47 $1,013.50 $11.67 - --------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,157.55 $ 5.06 $1,020.35 $ 4.74 - --------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.55% for Class A, 2.30% for Class B and Class C, and 0.93% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). 6 MainStay All Cap Growth Fund PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Common Stocks 97.6 Short-Term Investments (collateral from securities lending 15.5 is 13.2%) Liabilities in Excess of Cash and Other Assets (13.1) </Table> See Portfolio of Investments on page 10 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. UnitedHealth Group, Inc. 2. Peabody Energy Corp. 3. PacifiCare Health Systems, Inc. 4. WellPoint, Inc. 5. Arch Coal, Inc. 6. Caremark Rx, Inc. 7. Chico's FAS, Inc. 8. Praxair, Inc. 9. FedEx Corp. 10. Lowe's Cos., Inc. </Table> www.MAINSTAYfunds.com 7 PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Rudolph C. Carryl and Edmund C. Spelman of MacKay Shields LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests in securities that have growth characteristics and that span the entire range of market capitalizations as described by the Russell 3000(R) Growth Index.(1) The Fund normally invests at least 80% of its assets in equity securities. In implementing this strategy, the Fund normally invests in securities of companies with investment characteristics such as: participation in expanding product or service markets, increasing unit sales volume, growth in revenues and earnings per share superior to that of the average of common stocks comprising indices such as the S&P 500(R) Index,(2) and increasing return on investment. The Fund maintains a flexible approach, investing in various types of companies and securities. We look for companies and securities that we feel are ready for a rise in price or may experience acceleration in growth of earnings, possibly as a result of changes in management, products, consumer demand, or the economy. We may sell a security if we no longer believe it will contribute to meeting the Fund's investment objective. WHAT KEY FACTORS INFLUENCED THE EQUITY MARKET DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? Arguably the biggest factor influencing the equity market during the reporting period was the 15% rise in the price of crude oil, which came on the heels of a 78% increase in crude-oil prices in the previous year. The price of crude oil rose as high as $69.81 per barrel on August 30, 2005, before falling off somewhat. This energy inflation was among the factors that prompted the Federal Open Market Committee to raise the federal funds target rate at a "measured pace" throughout the reporting period. To keep inflation in check, the Federal Open Market Committee raised the federal funds target rate eight times during the reporting period, with a 25-basis-point increase on each occasion. (A basis point is one-hundredth of a percentage point.) Since high energy prices act as a silent tax on consumers and can weigh on consumer spending, energy costs were a continuing concern for equity investors. On the geopolitical front, negative headlines about progress in Iraq also weighed heavily on investors' minds throughout the reporting period. WHAT DECISIONS HAD THE BIGGEST INFLUENCE ON THE FUND'S PERFORMANCE? Excluding all sales charges, all of the Fund's share classes outperformed the Fund's primary benchmark, the Russell 3000(R) Growth Index, during the reporting period. Individual stock selection added significant value, and some holdings more than doubled in value in the 12 months ended October 31, 2005. Sector allocation also added significant value, and overweighted positions in HMOs, oil services, coal, homebuilders, and retail allowed the Fund to gain relative ground. Although the Fund was underweighted in health care stocks, the Fund's health care holdings outperformed health care stocks in the Russell 3000(R) Growth Index. HMOs were solid performers because of strong enrollment gains and medical cost containment. The Fund's biotechnology stocks also performed well. High oil and gas prices increased the demand for oil services and drove up the price of alternative fuels such as coal. The Fund's energy holdings contributed to the Fund's relative strength by gaining more during the reporting period than energy stocks in the Russell 3000(R) Growth Index. In our view, homebuilders and specialty retailers looked undervalued relative to their growth rates. During the reporting period, these consumer cyclical stocks benefited from strong consumer-spending trends. WHICH INDIVIDUAL SECURITIES HAD THE GREATEST POSITIVE IMPACT ON THE FUND'S PERFORMANCE DURING THE REPORTING PERIOD? Peabody Energy and Arch Coal were top perform- ers. Each benefited from rising coal prices, strong demand, and higher shipments that led to higher earnings. PacifiCare Health Systems is an HMO that advanced because of strong fundamentals. The company's share price rose with the announcement of a takeover by larger rival United Health Group. UnitedHealth Group benefited from solid enrollments and medical cost containment that led to strong sales and earnings. Chico's FAS, a specialty retailer of women's apparel, benefited from good merchandising and solid execution, which led, in turn, to strong sales gains and positive earnings performance. Mid-capitalization companies are generally less established and their stocks may be more volatile and less liquid than the securities of larger companies. Stocks of small companies may be subject to greater price volatility, significantly lower trading volumes, and greater spreads between bid and ask prices than stocks of larger companies. Small companies may be more vulnerable to adverse business or market developments than mid- or large-capitalization companies. The principal risk of growth stocks is that investors expect growth companies to increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If these expectations are not met, the market price of the stock may decline significantly, even if earnings showed an absolute increase. 1. See footnote on page 5 for more information on the Russell 3000(R) Growth Index. 2. See footnote on page 5 for more information on the S&P 500(R) Index. 8 MainStay All Cap Growth Fund WHICH STOCKS DETRACTED FROM PERFORMANCE? Symantec, an antivirus-software provider, declined substantially when increased competition weakened the company's sales to consumers. Boston Scientific, a medical instruments manufacturer, saw its share price decline on slowing earnings growth when the company lost some market share in its drug-coated stent business. There was also concern that a weak product pipeline may impede the company's future growth potential. Internet-auction service company eBay declined because of weak economic growth in Europe and decelerating growth in U.S. transactions. Motorcycle manufacturer Harley-Davidson cut its motorcycle production because of weaker sales and increased inventory at its dealerships. In a similar move, Brunswick Corp., a leading manufacturer of recreational products, cut its boat production to reduce inventories at its U.S. dealers. Harley-Davidson and Brunswick both provided lower earnings guidance, and the stocks declined sharply. WERE THERE ANY SIGNIFICANT PURCHASES DURING THE REPORTING PERIOD? The Fund purchased shares of Legg Mason, an asset management and financial services provider. Strong performance by Legg Mason's asset management group allowed the company to increase assets, which drove solid earnings gains. In addition, an announced swap of the company's retail operation for Citigroup's asset management group should allow Legg Mason to focus on its core asset management division. The Fund added WESCO International, a distributor of industrial and electrical supplies. WESCO has transformed itself into a top-notch distributor through manufacturing initiatives, increasing sales growth, and finding opportunities in late-cycle construction markets. We initiated a Fund position in Corning, a manufacturer of fiber-optic cable and LCD glass displays. Corning's leading position in flat-panel displays has allowed the company to benefit from growth trends among laptop computers, flat-panel TVs, portable devices, and cell phones. The Fund purchased shares of Apple Computer, a company that has recently reinvented itself through its popular iPods and computer systems. We added medical-care provider Aetna to the Fund to take advantage of cost containment and strong earnings growth following the company's operational restructuring. All of these holdings provided positive results during the portion of the reporting period they were held in the Fund. WERE THERE ANY SIGNIFICANT SALES DURING THE REPORTING PERIOD? Puerto Rican financial services company Doral Financial was sold after the company disclosed that rising interest rates had forced it to lower its assumptions for loan securitizations. Experience has taught us the propriety of selling after such disclosure, and we sold the Fund's position before it dropped substantially. Early in the reporting period, we sold the Fund's position in entertainment software developer Electronic Arts because the company was in a transition stage, awaiting new gameplayers by Microsoft, Sony, and Nintendo. The Fund's position in data-processing and electronic-commerce solutions provider First Data was reduced, then eliminated, after the company reported a decline in its core payment-services business. We sold the Fund's position in medical equipment manufacturer Boston Scientific because the company saw its market share for drug-coated stents decline after a product recall. We also eliminated the Fund's position in consumer-and business-services provider Cendant. Weak performance across some of Cendant's business lines put pressure on the company's earnings. The price of each of these stocks' continued to decline after the sales. HOW DID THE FUND'S SECTOR WEIGHTINGS CHANGE DURING THE REPORTING PERIOD? The Fund's exposure to the energy sector rose from the beginning of the reporting period to the end, which benefited results significantly. Energy was the Fund's top-performing sector during the reporting period. An increase in the health care sector also enhanced results. We also reduced the Fund's weighting in the financials sector. The reduction had a positive impact on performance because the financials sector underperformed the market as a whole. We also decreased the Fund's exposure to industrials. The shift had a modestly positive impact on performance. HOW WAS THE FUND POSITIONED AT THE END OF THE REPORTING PERIOD? As of October 31, 2005, the Fund held overweighted positions relative to the Russell 3000(R) Growth Index in the consumer discretionary, energy, and health care sectors. On the same date, the Fund was underweighted relative to the Index in consumer staples, technology, and financials. The Fund's weighting in industrials was similar to that of the Index. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY ALL CAP GROWTH FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 9 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE COMMON STOCKS (97.6%)+ - ------------------------------------------------------------------------------ AEROSPACE & DEFENSE (2.9%) L-3 Communications Holdings, Inc. (a) 49,500 $ 3,852,090 United Technologies Corp. 99,800 5,117,744 ------------ 8,969,834 ------------ AIR FREIGHT & LOGISTICS (1.8%) V FedEx Corp. 59,800 5,497,414 ------------ AUTOMOBILES (1.4%) Harley-Davidson, Inc. (a) 88,700 4,393,311 ------------ BIOTECHNOLOGY (3.4%) Amgen, Inc. (b) 43,000 3,257,680 Genentech, Inc. (b) 41,800 3,787,080 Gilead Sciences, Inc. (b) 79,600 3,761,100 ------------ 10,805,860 ------------ BUILDING PRODUCTS (0.6%) Builders FirstSource, Inc. (b) 89,500 1,749,725 ------------ CAPITAL MARKETS (0.5%) Ameriprise Financial, Inc. (b) 8,200 305,204 Legg Mason, Inc. 12,400 1,330,644 ------------ 1,635,848 ------------ CHEMICALS (1.9%) V Praxair, Inc. 120,400 5,948,964 ------------ COMMUNICATIONS EQUIPMENT (4.0%) Corning, Inc. (b) 249,200 5,006,428 Motorola, Inc. 228,200 5,056,912 QUALCOMM, Inc. (a) 44,000 1,749,440 Research In Motion Ltd. (b) 11,100 682,539 ------------ 12,495,319 ------------ COMPUTERS & PERIPHERALS (3.2%) Apple Computer, Inc. (b) 89,700 5,165,823 Dell, Inc. (b) 63,500 2,024,380 EMC Corp. (b) 211,000 2,945,560 ------------ 10,135,763 ------------ CONSTRUCTION MATERIALS (1.1%) Eagle Materials, Inc. (a) 33,742 3,593,186 ------------ CONSUMER FINANCE (2.3%) American Express Co. 41,000 2,040,570 Capital One Financial Corp. 69,600 5,313,960 ------------ 7,354,530 ------------ </Table> <Table> <Caption> SHARES VALUE ELECTRICAL EQUIPMENT (0.9%) Roper Industries, Inc. 76,200 $ 2,872,740 ------------ ELECTRONIC EQUIPMENT & INSTRUMENTS (1.3%) Amphenol Corp. Class A 101,100 4,040,967 ------------ ENERGY EQUIPMENT & SERVICES (6.2%) Baker Hughes, Inc. 75,400 4,143,984 BJ Services Co. 124,000 4,309,000 ENSCO International, Inc. 71,100 3,241,449 Transocean, Inc. (b) 61,300 3,524,137 Weatherford International Ltd. (b) 69,200 4,331,920 ------------ 19,550,490 ------------ FOOD & STAPLES RETAILING (0.5%) Walgreen Co. (a) 37,400 1,699,082 ------------ HEALTH CARE EQUIPMENT & SUPPLIES (3.0%) Cooper Cos., Inc. (The) 42,600 2,932,584 Fisher Scientific International, Inc. (b) 78,600 4,440,900 Varian Medical Systems, Inc. (b) 45,200 2,059,312 ------------ 9,432,796 ------------ HEALTH CARE PROVIDERS & SERVICES (12.9%) Aetna, Inc. 32,800 2,904,768 V Caremark Rx, Inc. (b) 126,700 6,639,080 V PacifiCare Health Systems, Inc. (b) 95,000 7,824,200 V UnitedHealth Group, Inc. (a) 183,904 10,646,203 WellChoice, Inc. (b) 66,200 5,008,030 V WellPoint, Inc. (b) 103,000 7,692,040 ------------ 40,714,321 ------------ HOTELS, RESTAURANTS & LEISURE (0.9%) Carnival Corp. 56,200 2,791,454 ------------ HOUSEHOLD DURABLES (9.2%) Centex Corp. 82,500 5,308,875 D.R. Horton, Inc. 160,000 4,910,400 Harman International Industries, Inc. 22,900 2,286,794 Hovnanian Enterprises, Inc. Class A (b) 84,600 3,806,154 Lennar Corp. Class A 89,600 4,979,968 </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. 10 MainStay All Cap Growth Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - ------------------------------------------------------------------------------ HOUSEHOLD DURABLES (CONTINUED) Mohawk Industries, Inc. (b) 42,800 $ 3,340,540 WCI Communities, Inc. (a)(b) 169,000 4,228,380 ------------ 28,861,111 ------------ INTERNET & CATALOG RETAIL (0.6%) eBay, Inc. (a)(b) 50,600 2,003,760 ------------ INTERNET SOFTWARE & SERVICES (0.5%) VeriSign, Inc. (b) 66,600 1,573,758 ------------ LEISURE EQUIPMENT & PRODUCTS (0.9%) Brunswick Corp. 70,600 2,691,978 ------------ MACHINERY (5.7%) Danaher Corp. (a) 98,400 5,126,640 Eaton Corp. 27,300 1,606,059 Illinois Tool Works, Inc. (a) 58,600 4,966,936 Terex Corp. (a)(b) 63,300 3,479,601 Toro Co. (The) 79,400 2,898,894 ------------ 18,078,130 ------------ MEDIA (1.4%) McGraw-Hill Cos., Inc. (The) 36,600 1,791,204 Omnicom Group, Inc. 32,400 2,687,904 ------------ 4,479,108 ------------ MULTILINE RETAIL (2.7%) Kohl's Corp. (b) 99,500 4,788,935 Target Corp. (a) 67,300 3,747,937 ------------ 8,536,872 ------------ OIL, GAS & CONSUMABLE FUELS (8.5%) V Arch Coal, Inc. (a) 98,700 7,606,809 Giant Industries, Inc. (b) 25,000 1,429,750 Newfield Exploration Co. (b) 90,000 4,079,700 V Peabody Energy Corp. 117,200 9,160,352 Tesoro Corp. 75,000 4,586,250 ------------ 26,862,861 ------------ PHARMACEUTICALS (0.4%) Teva Pharmaceutical Industries Ltd. ADR (a)(c) 33,900 1,292,268 ------------ REAL ESTATE (1.0%) St. Joe Co. (The) 45,000 2,967,750 ------------ ROAD & RAIL (0.8%) Norfolk Southern Corp. 63,400 2,548,680 ------------ </Table> <Table> <Caption> SHARES VALUE SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (3.8%) Analog Devices, Inc. 48,500 $ 1,686,830 Intel Corp. 157,600 3,703,600 Linear Technology Corp. 98,600 3,274,506 Maxim Integrated Products, Inc. 36,200 1,255,416 National Semiconductor Corp. 94,600 2,140,798 ------------ 12,061,150 ------------ SOFTWARE (2.3%) Autodesk, Inc. 52,300 2,360,299 FactSet Research Systems, Inc. (a) 98,550 3,456,148 Oracle Corp. (a)(b) 109,900 1,393,532 ------------ 7,209,979 ------------ SPECIALTY RETAIL (7.0%) Advance Auto Parts, Inc. (b) 69,300 2,598,750 Bed Bath & Beyond, Inc. (b) 102,000 4,133,040 Best Buy Co., Inc. 88,650 3,923,649 V Chico's FAS, Inc. (b) 153,000 6,049,620 V Lowe's Cos., Inc. 89,300 5,426,761 ------------ 22,131,820 ------------ TEXTILES, APPAREL & LUXURY GOODS (2.2%) Coach, Inc. (b) 153,400 4,936,412 Nike, Inc. Class B 23,900 2,008,795 ------------ 6,945,207 ------------ THRIFTS & MORTGAGE FINANCE (0.8%) IndyMac Bancorp, Inc. 65,400 2,441,382 ------------ TRADING COMPANIES & DISTRIBUTORS (1.0%) Wesco International, Inc. (b) 81,200 3,227,700 ------------ Total Common Stocks (Cost $224,551,024) 307,595,118 ------------ <Caption> PRINCIPAL AMOUNT SHORT-TERM INVESTMENTS (15.5%) - ------------------------------------------------------------------------------ CERTIFICATE OF DEPOSIT (0.8%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (d)(e) $ 2,394,274 2,394,274 ------------ Total Certificate of Deposit (Cost $2,394,274) 2,394,274 ------------ COMMERCIAL PAPER (2.6%) Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (d) 798,091 798,091 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 11 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE SHORT-TERM INVESTMENTS (CONTINUED) - ------------------------------------------------------------------------------ COMMERCIAL PAPER (CONTINUED) UBS Finance Delaware LLC 4.00%, due 11/1/05 $ 7,440,000 $ 7,440,000 ------------ Total Commercial Paper (Cost $8,238,091) 8,238,091 ------------ <Caption> SHARES INVESTMENT COMPANY (3.8%) BGI Institutional Money Market Fund (d) 11,950,562 11,950,562 ------------ Total Investment Company (Cost $11,950,562) 11,950,562 ------------ <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (8.3%) Bank of the West (The) 4.02%, due 12/8/05 (d) $ 3,192,365 3,192,365 Barclays 3.92%, due 12/5/05 (d) 1,596,183 1,596,183 3.94%, due 11/28/05 (d) 2,394,274 2,394,274 Credit Suisse First Boston, Inc. 3.74%, due 11/1/05 (d) 2,394,274 2,394,274 Deutsche Bank 3.95%, due 12/2/05 (d) 1,596,183 1,596,183 First Tennessee National Corp. 3.88%, due 11/14/05 (d) 2,394,274 2,394,274 Fortis Bank 4.00%, due 12/12/05 (d) 2,394,274 2,394,274 Halifax Bank of Scotland 3.75%, due 11/1/05 (d) 2,394,274 2,394,274 Marshall & Ilsley Bank 3.97%, due 12/29/05 (d) 1,596,183 1,596,183 Societe Generale 3.77%, due 11/1/05 (d) 2,394,274 2,394,274 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE TIME DEPOSITS (CONTINUED) UBS AG 4.01%, due 12/13/05 (d) $ 1,596,183 $ 1,596,183 Wells Fargo & Co. 4.00%, due 11/25/05 (d) 2,394,271 2,394,271 ------------ Total Time Deposits (Cost $26,337,012) 26,337,012 ------------ Total Short-Term Investments (Cost $48,919,939) 48,919,939 ------------ Total Investments (Cost $273,470,963) (f) 113.1% 356,515,057(g) Liabilities in Excess of Cash and Other Assets (13.1) (41,332,876) ----------- ------------ Net Assets 100.0% $315,182,181 =========== ============ </Table> <Table> (a) Represents security, or a portion thereof, which is out on loan. (b) Non-income producing security. (c) ADR--American Depositary Receipt. (d) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (e) Floating rate. Rate shown is the rate in effect at October 31, 2005. (f) The cost for federal income tax purposes is $273,951,345. (g) At October 31, 2005 net unrealized appreciation was $82,563,712, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $87,026,304 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $4,462,592. </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. 12 MainStay All Cap Growth Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $273,470,963) including $40,391,438 market value of securities loaned $356,515,057 Cash 3,301 Receivables: Fund shares sold 475,538 Dividends and interest 31,805 Other assets 22,988 ------------- Total assets 357,048,689 ------------- LIABILITIES: Securities lending collateral 41,479,939 Payables: Manager 228,729 Professional 47,122 Transfer agent 46,628 Shareholder communication 27,708 Fund shares redeemed 14,351 NYLIFE Distributors 12,274 Custodian 3,149 Accrued expenses 6,608 ------------- Total liabilities 41,866,508 ------------- Net assets $315,182,181 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 656 Class B 441 Class C 106 Class I 12,757 Additional paid-in capital 275,282,929 Accumulated net realized loss on investments and written option transactions (43,158,802) Net unrealized appreciation on investments 83,044,094 ------------- Net assets $315,182,181 ============= CLASS A Net assets applicable to outstanding shares $ 14,333,352 ============= Shares of capital stock outstanding 656,294 ============= Net asset value per share outstanding $ 21.84 Maximum sales charge (5.50% of offering price) 1.27 ------------- Maximum offering price per share outstanding $ 23.11 ============= CLASS B Net assets applicable to outstanding shares $ 9,499,008 ============= Shares of capital stock outstanding 440,899 ============= Net asset value and offering price per share outstanding $ 21.54 ============= CLASS C Net assets applicable to outstanding shares $ 2,291,986 ============= Shares of capital stock outstanding 106,311 ============= Net asset value and offering price per share outstanding $ 21.56 ============= CLASS I Net assets applicable to outstanding shares $289,057,835 ============= Shares of capital stock outstanding 12,757,401 ============= Net asset value and offering price per share outstanding $ 22.66 ============= </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 13 STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividends (a) $ 1,640,815 Interest 69,124 Income from securities loaned--net 29,525 ------------ Total income 1,739,464 ------------ EXPENSES: Manager 2,471,271 Professional 93,467 Transfer agent--Classes A, B and C 85,216 Transfer agent--Class I 92,592 Registration 49,105 Distribution--Class B 44,019 Distribution--Class C 8,389 Distribution/Service--Class A 35,423 Service--Class B 14,673 Service--Class C 2,796 Shareholder communication 34,738 Custodian 29,018 Directors 24,859 Miscellaneous 25,266 ------------ Total expenses before reimbursement 3,010,832 Expense reimbursement from Manager (123,402) ------------ Net expenses 2,887,430 ------------ Net investment loss (1,147,966) ------------ REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND WRITTEN OPTION TRANSACTIONS: Net realized gain on: Security transactions 10,356,338 Written option transactions 9,696 ------------ Net realized gain on investments and written option transactions 10,366,034 ------------ Net change in unrealized appreciation on investments 42,365,342 ------------ Net realized and unrealized gain on investments and written option transactions 52,731,376 ------------ Net increase in net assets resulting from operations $51,583,410 ============ </Table> (a) Dividends recorded net of foreign withholding taxes in the amount of $4,494. 14 MainStay All Cap Growth Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE (DECREASE) IN NET ASSETS: Operations: Net investment loss $ (1,147,966) $ (792,555) Net realized gain (loss) on investments and written option transactions 10,366,034 (8,874,030) Net change in unrealized appreciation on investments 42,365,342 16,270,396 ---------------------------- Net increase in net assets resulting from operations 51,583,410 6,603,811 ---------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 8,592,648 14,849,376 Class B 6,221,885 3,689,513 Class C 1,877,856 581,639 Class I 39,266,620 33,439,885 Service Class -- 375,349 ---------------------------- 55,959,009 52,935,762 Cost of shares redeemed: Class A (9,402,569) (1,698,238) Class B (1,003,591) (159,295) Class C (249,258) (37,859) Class I (52,373,137) (128,896,797) Service Class -- (11,412,859) ---------------------------- (63,028,555) (142,205,048) Decrease in net assets derived from capital share transactions (7,069,546) (89,269,286) ---------------------------- Net increase (decrease) in net assets 44,513,864 (82,665,475) NET ASSETS: Beginning of year 270,668,317 353,333,792 ---------------------------- End of year $ 315,182,181 $270,668,317 ============================ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 15 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C ---------------------------- ---------------------------- ---------------------------- JANUARY 2, JANUARY 2, JANUARY 2, YEAR 2004* YEAR 2004* YEAR 2004* ENDED THROUGH ENDED THROUGH ENDED THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 2005 2004 Net asset value at beginning of period $ 18.32 $ 18.99 $18.21 $18.99 $18.22 $18.99 ----------- ----------- ----------- ----------- ----------- ----------- Net investment loss (a) (0.19)(d) (0.10) (0.36)(d) (0.22) (0.36)(d) (0.23) Net realized and unrealized gain (loss) on investments 3.71 (0.57) 3.69 (0.56) 3.70 (0.54) ----------- ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.52 (0.67) 3.33 (0.78) 3.34 (0.77) ----------- ----------- ----------- ----------- ----------- ----------- Less distributions In excess of net investment income -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Net asset value at end of period $ 21.84 $ 18.32 $21.54 $18.21 $21.56 $18.22 =========== =========== =========== =========== =========== =========== Total investment return (b) 19.21% (3.53%)(c) 18.29% (4.11%)(c) 18.33% (4.05%)(c) Ratios (to average net assets)/Supplemental Data: Net investment loss (0.95%)(d) (0.61%)+ (1.70%)(d) (1.36%)+ (1.70%)(d) (1.36%)+ Net expenses 1.55% 1.31% + 2.30% 2.06% + 2.30% 2.06% + Expenses (before reimbursement) 1.59% 1.37% + 2.34% 2.12% + 2.34% 2.12% + Portfolio turnover rate 31% 44% 31% 44% 31% 44% Net assets at end of period (in 000's) $14,333 $12,716 $9,499 $3,453 $2,292 $ 532 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average shares outstanding during the period. (b) Total return is calculated exclusive of sales charge. Class I is not subject to sales charges. (c) Total return is not annualized. (d) Net investment loss and the ratio of net investment loss include $0.01 per share and 0.06%, respectively, as a result of a special one time dividend from Microsoft Corp. </Table> 16 MainStay All Cap Growth Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I - --------------------------------------------------------------------- YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001 $ 18.90 $ 18.66 $ 16.02 $ 19.92 $ 37.50 -------- -------- -------- -------- -------- (0.07)(d) (0.04) (0.01) (0.04) (0.09) 3.83 0.28 2.65 (3.86) (12.79) -------- -------- -------- -------- -------- 3.76 0.24 2.64 (3.90) (12.88) -------- -------- -------- -------- -------- -- -- -- -- (4.70) -------- -------- -------- -------- -------- $ 22.66 $ 18.90 $ 18.66 $ 16.02 $ 19.92 ======== ======== ======== ======== ======== 19.89% 1.29% 16.48% (19.58%) (38.34%) (0.33%)(d) (0.23%) (0.04%) (0.22%) (0.32%) 0.93% 0.93% 0.93% 0.93% 0.93% 0.97% 0.99% 1.02% 1.02% 0.98% 31% 44% 35% 63% 35% $289,058 $253,968 $342,761 $320,059 $436,898 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 17 MAINSTAY ALL CAP VALUE FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 2.70% 1.36% 6.51% Excluding sales charges 8.67 2.51 7.11 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 VALUE RUSSELL 3000 VALUE VALUE FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------ ------------------ 10/31/95 9450 10000 10000 10000 11574 12410 12374 12328 14264 16394 16480 16468 14079 20000 18923 18542 14951 25134 22051 21375 16598 26665 23267 22724 15350 20024 20508 20318 12794 16999 18453 18399 15496 20535 22674 22825 17289 22470 26178 26395 10/31/05 18789 24429 29283 29553 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 2.85% 1.42% 6.36% Excluding sales charges 7.85 1.78 6.36 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 VALUE RUSSELL 3000 VALUE VALUE FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------ ------------------ 10/31/95 10000 10000 10000 10000 12151 12410 12374 12328 14881 16394 16480 16468 14588 20000 18923 18542 15390 25134 22051 21375 16964 26665 23267 22724 15572 20024 20508 20318 12893 16999 18453 18399 15499 20535 22674 22825 17178 22470 26178 26395 10/31/05 18527 24429 29283 29553 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 6.85% 1.78% 6.36% Excluding sales charges 7.85 1.78 6.36 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 VALUE RUSSELL 3000 VALUE VALUE FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------ ------------------ 10/31/95 10000 10000 10000 10000 12151 12410 12374 12328 14881 16394 16480 16468 14588 20000 18923 18542 15390 25134 22051 21375 16964 26665 23267 22724 15572 20024 20508 20318 12893 16999 18453 18399 15499 20535 22674 22825 17178 22470 26178 26395 10/31/05 18527 24429 29283 29553 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maximum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1.00% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/ Trustees. From inception (1/2/91) through 12/31/03, performance for Class A, B, and C shares (each first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class A, B, and C shares. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 18 MainStay All Cap Value Fund CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- 9.48% 2.88% 7.43% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY ALL CAP RUSSELL 1000 VALUE RUSSELL 3000 VALUE VALUE FUND S&P 500 INDEX INDEX INDEX ---------------- ------------- ------------------ ------------------ 10/31/95 10000 10000 10000 10000 12273 12410 12374 12328 15165 16394 16480 16468 15000 20000 18923 18542 15958 25134 22051 21375 17763 26665 23267 22724 16468 20024 20508 20318 13757 16999 18453 18399 16705 20535 22674 22825 18704 22470 26178 26395 10/31/05 20477 24429 29283 29553 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS S&P 500(R) Index(1) 8.72% -1.74% 9.34% Russell 1000(R) Value Index(2) 11.86 4.71 11.34 Russell 3000(R) Value Index(3) 11.96 5.40 11.44 Average Lipper multi-cap value fund(4) 11.02 4.83 9.80 </Table> 1. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 2. The Russell 1000(R) Value Index is an unmanaged index that measures the performance of those Russell 1000(R) companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000(R) Index is an unmanaged index that measures the performance of the 1,000 largest U.S. companies based on total market capitalization. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Russell 3000(R) Value Index is an unmanaged index that measures the performance of those Russell 3000(R) Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 3000(R) Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization. Results assume reinvestment of all dividends and capital gains. The Russell 3000(R) Value Index is considered to be the Fund's broad-based securities-market index for comparison purposes. You cannot invest directly in an index. 4. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 19 COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY ALL CAP VALUE FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,047.35 $ 8.51 $1,016.75 $ 8.39 - --------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,043.90 $12.36 $1,013.00 $12.18 - --------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,043.90 $12.36 $1,013.00 $12.18 - --------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,052.50 $ 4.86 $1,020.30 $ 4.79 - --------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.65% for Class A, 2.40% for Class B and Class C, and 0.94% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). 20 MainStay All Cap Value Fund PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Common Stocks 96.7 Short-Term Investments (collateral from securities lending 12.7 is 10.4%) Purchased Put Options 0.8 Liabilities in Excess of Cash and Other Assets (10.2) </Table> See Portfolio of Investments on page 24 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. Citigroup, Inc. 2. Pfizer, Inc. 3. Computer Sciences Corp. 4. Rowan Cos., Inc. 5. Transocean, Inc. 6. Sprint Nextel Corp. 7. International Business Machines Corp. 8. Merrill Lynch & Co., Inc. 9. JPMorgan Chase & Co. 10. Nokia Corp. ADR </Table> www.MAINSTAYfunds.com 21 PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Richard A. Rosen and Mark T. Spellman of MacKay Shields LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests in securities with value characteristics across the entire range of market capitalizations as described by the Russell 3000(R) Value Index.(1) The Fund normally invests at least 80% of its assets in equity securities. In implementing this strategy, the Fund principally invests in common stocks that we believe are selling below their intrinsic value when purchased, that typically pay dividends, and that are listed on a national securities exchange or are traded in the over-the-counter market. When assessing whether a stock is undervalued, we compare the stock's market price to the company's cash flow and interest-coverage ratios, the company's book value, the estimated value of the company's assets, and the company's growth rates and future earnings potential. There may be non-dividend-paying stocks in the portfolio if they meet the "undervalued" criterion. We may sell securities that we believe no longer contribute to the Fund's ability to meet its investment objective. WHAT MAJOR FACTORS INFLUENCED THE STOCK MARKET DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? Political events and energy price fluctuations added volatility to the stock market, but equity indices moved higher across the board during the 12-month period, with all styles and capitalization ranges posting gains. Value stocks generally outperformed growth stocks at all capitalization levels. Crude-oil prices rallied to $69.81 per barrel and natural-gas prices broke $14 per million Btu before backing off somewhat. Major hurricanes affected supply-and-demand dynamics by damaging oil rigs and petrochemical plants. The price of gasoline rose to more than $3 a gallon, which threatened to slow consumer spending. Although hurricane-related stocks--including retailers, insurers, and companies on the Gulf Coast--were weakened, the long-term economic impact appeared to be manageable. During the reporting period, the Federal Open Market Committee continued to raise the targeted federal funds rate and the Federal Reserve intensified its rhetoric about inflation concerns. WHAT WERE SOME OF THE FUND'S STRONG PERFORMERS DURING THE REPORTING PERIOD? Many of the Fund's strongest contributors to performance were energy-related stocks. Transocean Energy, ENSCO International, Rowan, and Pride International are all offshore contract drillers that benefited from higher energy prices. These companies also benefited from the perception that day rates may rise if damage to the Gulf of Mexico's drilling infrastructure continues to tighten drilling-rig supply. Shares of Motorola benefited from good handset sales, increased market share, and enthusiasm over a new product line-up. The company strengthened its balance sheet under the leadership of a new CEO. We pared back the Fund's position as the stock approached our price target. Life insurance company Prudential Financial posted strong results. The company shed noncore insurance operations and made cost effective acquisitions in Asia to help improve its return on equity. WHICH STOCKS DETRACTED FROM THE FUND'S RESULTS? Shares of clothing retailer The Gap declined during the reporting period. The company hit a weak spot in its sales recovery when the fall season got off to a slower-than-expected start. Higher gasoline prices and slipping consumer confidence also hurt the stock. We are optimistic about better sales trends during the holiday season, and we believe that low valuations, a share repurchase program, and a strong balance sheet make the stock attractive. Pending generic-drug litigation and weaker-than-expected guidance for 2006 took a toll on pharmaceutical giant Pfizer. Nevertheless, we like the stock for its upside potential, all-time low valuation, sizable free cash flow, and attractive yield. We used weakness in the shares to add to the Fund's position late in the reporting period. We have hedged nearly all of the Fund's position using protective put contracts to limit downside exposure. We initiated a position in graphite electrode manufacturer GrafTech International in November 2004. The stock declined on weaker-than-expected results, Mid-capitalization companies are generally less established and their stocks may be more volatile and less liquid than the securities of larger companies. Stocks of small companies may be subject to greater price volatility, significantly lower trading volumes, and greater spreads between bid and ask prices than stocks of larger companies. Small companies may be more vulnerable to adverse business or market developments than mid- or large-capitalization companies. The principal risk of investing in value stocks is that they may never reach what the portfolio manager believes is their full value or that they may even go down in value. 1. See footnote on page 19 for more information on the Russell 3000(R) Value Index. 22 MainStay All Cap Value Fund partly because of higher energy costs. After meeting with senior management to review the company's recent results and future strategy, we added to the Fund's position in the stock. We initiated a position in printer manufacturer Lexmark International in early August 2005, after the stock had declined to a level that we felt was attractive. Unfortunately, Lexmark International continued to report operating problems and inventory issues. After further review, we concluded that the company's downside risk outweighed its upside potential, and we sold the Fund's entire position in late October 2005. Alcoa reported that its margins were contracting because of higher energy prices and weakness in some end markets. Because we believe that the company could eventually correct the situation, we continued to hold the stock, which we felt was attractively valued. We initiated a position in Canadian newsprint manufacturer Abitibi-Consolidated in March 2005, and its shares slid through October because of weaker-than-expected demand and higher energy costs. We continued to hold the stock because we felt that Abitibi-Consolidated shares were attractively priced. The company is focusing on shareholder value by monetizing some noncore operations and cutting excess capacity. HOW WAS THE FUND POSITIONED AT THE END OF THE REPORTING PERIOD? At the end of October 2005, the Fund held overweighted positions relative to the Russell 3000(R) Value Index in information technology, consumer staples, and telecommunication services. Despite the negative impact of higher oil and gas prices on consumers, we have recently found value among consumer staples names that have finally reached attractive valuations. After selling many energy stocks that had reached our price targets, by October 31, 2005, the Fund was slightly underweighted relative to the Russell 3000(R) Value Index in the energy sector. As of the same date, the Fund was also underweighted relative to the Index in financials and industrials. With consumers beginning to suffer the effects of the recent spike in gasoline prices, we have underweighted consumer discretionary stocks. We have yet to find much value in the utility sector or in REITS, and Fund's under- weighted positions in these areas detracted from the Fund's performance during the reporting period. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY ALL CAP VALUE FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 23 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE COMMON STOCKS (96.7%)+ - -------------------------------------------------------------------------------- AEROSPACE & DEFENSE (2.5%) Northrop Grumman Corp. 53,300 $ 2,859,545 Raytheon Co. 18,800 694,660 ------------ 3,554,205 ------------ AUTO COMPONENTS (1.8%) TRW Automotive Holdings Corp. (a) 92,700 2,507,535 ------------ BIOTECHNOLOGY (0.7%) Cambrex Corp. 49,500 944,460 ------------ BUILDING PRODUCTS (1.0%) American Standard Cos., Inc. 37,200 1,415,088 ------------ CAPITAL MARKETS (6.2%) Goldman Sachs Group, Inc. 14,900 1,882,913 V Merrill Lynch & Co., Inc. 51,800 3,353,531 Morgan Stanley 27,500 1,496,275 State Street Corp. 35,100 1,938,573 ------------ 8,671,292 ------------ COMMERCIAL BANKS (6.3%) Bank of America Corp. (b) 67,854 2,967,934 PNC Financial Services Group, Inc. 13,000 789,230 U.S. Bancorp 80,400 2,378,232 Wachovia Corp. (b) 27,000 1,364,040 Wells Fargo & Co. 22,600 1,360,520 ------------ 8,859,956 ------------ COMMERCIAL SERVICES & SUPPLIES (0.4%) Learning Tree International, Inc. (a) 37,700 511,212 ------------ COMMUNICATIONS EQUIPMENT (5.2%) Lucent Technologies, Inc. (a) 499,900 1,424,715 Motorola, Inc. 128,300 2,843,128 V Nokia OYJ ADR (c) 183,700 3,089,834 ------------ 7,357,677 ------------ COMPUTERS & PERIPHERALS (2.5%) V International Business Machines Corp. 43,600 3,569,967 ------------ </Table> <Table> <Caption> SHARES VALUE CONSTRUCTION & ENGINEERING (0.7%) Insituform Technologies, Inc. Class A (a)(b) 53,600 $ 962,656 ------------ CONSUMER FINANCE (0.6%) MBNA Corp. 33,100 846,367 ------------ CONTAINERS & PACKAGING (0.8%) Owens-Illinois, Inc. (a) 59,500 1,132,880 ------------ DIVERSIFIED FINANCIAL SERVICES (6.5%) V Citigroup, Inc. 129,433 5,925,445 V JPMorgan Chase & Co. 88,456 3,239,258 ------------ 9,164,703 ------------ DIVERSIFIED TELECOMMUNICATION SERVICES (4.4%) BellSouth Corp. (b) 51,900 1,350,438 Iowa Telecommunications Services, Inc. 54,400 897,600 SBC Communications, Inc. 61,700 1,471,545 Verizon Communications, Inc. 79,700 2,511,347 ------------ 6,230,930 ------------ ELECTRIC UTILITIES (0.8%) FirstEnergy Corp. 23,800 1,130,500 ------------ ELECTRICAL EQUIPMENT (0.9%) GrafTech International Ltd. (a) 253,600 1,242,640 ------------ ENERGY EQUIPMENT & SERVICES (9.1%) ENSCO International, Inc. 53,500 2,439,065 Pride International, Inc. (a) 103,200 2,896,824 V Rowan Cos., Inc. 114,700 3,783,953 V Transocean, Inc. (a) 63,700 3,662,113 ------------ 12,781,955 ------------ FOOD & STAPLES RETAILING (2.7%) CVS Corp. 49,900 1,218,059 Kroger Co. (The) (a) 128,900 2,565,110 ------------ 3,783,169 ------------ FOOD PRODUCTS (3.9%) Cadbury Schweppes PLC ADR (c) 51,700 2,051,973 General Mills, Inc. (b) 46,300 2,234,438 Kraft Foods, Inc. Class A (b) 40,100 1,134,830 ------------ 5,421,241 ------------ HEALTH CARE PROVIDERS & SERVICES (0.8%) HCA, Inc. (b) 22,300 1,074,637 ------------ </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. 24 MainStay All Cap Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS (1.7%) Kimberly-Clark Corp. 42,400 $ 2,410,016 ------------ INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (1.0%) Duke Energy Corp. 51,700 1,369,016 ------------ INSURANCE (7.5%) AFLAC, Inc. 46,700 2,231,326 Allstate Corp. (The) 38,600 2,037,694 Hartford Financial Services Group, Inc. (The) 33,700 2,687,575 Prudential Financial, Inc. 25,300 1,841,587 St. Paul Travelers Cos., Inc. (The) 39,234 1,766,707 ------------ 10,564,889 ------------ IT SERVICES (2.8%) V Computer Sciences Corp. (a) 77,500 3,971,875 ------------ LEISURE EQUIPMENT & PRODUCTS (0.4%) Mattel, Inc. 36,200 533,950 ------------ MACHINERY (0.4%) Kadant, Inc. (a) 34,700 582,960 ------------ MEDIA (2.2%) Gannett Co., Inc. 15,300 958,698 Time Warner, Inc. (b) 119,800 2,136,034 ------------ 3,094,732 ------------ METALS & MINING (1.5%) Alcoa, Inc. 88,572 2,151,414 ------------ OIL, GAS & CONSUMABLE FUELS (2.4%) Chevron Corp. 23,642 1,349,249 ConocoPhillips 31,200 2,039,856 ------------ 3,389,105 ------------ PAPER & FOREST PRODUCTS (1.2%) Abitibi-Consolidated, Inc. (b) 305,300 952,536 Bowater, Inc. (b) 28,700 760,550 ------------ 1,713,086 ------------ PHARMACEUTICALS (5.5%) Bristol-Myers Squibb Co. 85,500 1,810,035 Forest Laboratories, Inc. (a)(b) 18,500 701,335 </Table> <Table> <Caption> SHARES VALUE PHARMACEUTICALS (CONTINUED) V Pfizer, Inc. 208,600 $ 4,534,964 Wyeth 16,000 712,960 ------------ 7,759,294 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (0.9%) Texas Instruments, Inc. 46,000 1,313,300 ------------ SOFTWARE (0.5%) BMC Software, Inc. (a)(b) 35,600 697,404 ------------ SPECIALTY RETAIL (4.6%) Christopher & Banks Corp. 50,300 672,511 Cost Plus, Inc. (a) 20,800 319,488 Gap, Inc. (The) 170,400 2,944,512 Home Depot, Inc. (The) 26,200 1,075,248 Wal-Mart Stores, Inc. 31,600 1,494,996 ------------ 6,506,755 ------------ THRIFTS & MORTGAGE FINANCE (3.0%) PMI Group, Inc. (The) 74,500 2,971,060 W Holding Co., Inc. 64,700 498,837 Washington Mutual, Inc. 17,100 677,160 ------------ 4,147,057 ------------ WIRELESS TELECOMMUNICATION SERVICES (3.3%) ALLTEL Corp. 18,400 1,138,224 V Sprint Nextel Corp. 153,200 3,571,092 ------------ 4,709,316 ------------ Total Common Stocks (Cost $119,406,121) 136,077,239 ------------ <Caption> NUMBER OF CONTRACTS (e) PURCHASED PUT OPTIONS (0.8%) - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES (0.3%) ENSCO International, Inc. Strike Price $40.00 Expire 12/17/05 535 45,475 Pride International, Inc. Strike Price $25.00 Expire 1/21/06 650 84,500 Rowan Cos., Inc. Strike Price $35.00 Expire 1/21/06 742 267,120 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 25 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> NUMBER OF CONTRACTS (E) VALUE PURCHASED PUT OPTIONS (CONTINUED) - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES (CONTINUED) Transocean, Inc. Strike Price $55.00 Expire 11/19/05 400 $ 46,000 ------------ 443,095 ------------ PHARMACEUTICALS (0.5%) Pfizer, Inc., Strike Price $25.00 Expire 12/17/05 1,381 483,350 Expire 1/21/06 436 165,680 ------------ 649,030 ------------ Total Purchased Put Options (Premium $867,032) 1,092,125 ------------ <Caption> PRINCIPAL AMOUNT SHORT-TERM INVESTMENTS (12.7%) - -------------------------------------------------------------------------------- CERTIFICATE OF DEPOSIT (0.6%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (d)(f) $ 842,147 842,147 ------------ Total Certificate of Deposit (Cost $842,147) 842,147 ------------ COMMERCIAL PAPER (2.5%) Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (d) 280,716 280,716 UBS Finance Delaware LLC 4.00%, due 11/1/05 3,280,000 3,280,000 ------------ Total Commercial Paper (Cost $3,560,716) 3,560,716 ------------ <Caption> SHARES INVESTMENT COMPANY (3.0%) BGI Institutional Money Market Fund (d) 4,203,419 4,203,419 ------------ Total Investment Company (Cost $4,203,419) 4,203,419 ------------ <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (6.6%) Bank of the West (The) 4.02%, due 12/8/05 (d) $ 1,122,863 $ 1,122,863 Barclays 3.92%, due 12/5/05 (d) 561,432 561,432 3.94%, due 11/28/05 (d) 842,148 842,148 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE TIME DEPOSITS (CONTINUED) Credit Suisse First Boston, Inc. 3.74%, due 11/1/05 (d) $ 842,148 $ 842,148 Deutsche Bank 3.95%, due 12/2/05 (d) 561,432 561,432 First Tennessee National Corp. 3.88%, due 11/14/05 (d) 842,147 842,147 Fortis Bank 4.00%, due 12/12/05 (d) 842,147 842,147 Halifax Bank of Scotland 3.75%, due 11/1/05 (d) 842,147 842,147 Marshall & Ilsley Bank 3.97%, due 12/29/05 (d) 561,432 561,432 Societe Generale 3.77%, due 11/1/05 (d) 842,147 842,147 UBS AG 4.01%, due 12/13/05 (d) 561,432 561,432 Wells Fargo & Co. 4.00%, due 11/25/05 (d) 842,147 842,147 ------------ Total Time Deposits (Cost $9,263,622) 9,263,622 ------------ Total Short-Term Investments (Cost $17,869,904) 17,869,904 ------------ Total Investments (Cost $138,143,057) (g) 110.2% 155,039,268(h) Liabilities in Excess of Cash and Other Assets (10.2) (14,385,192) ------------- ------------ Net Assets 100.0% $140,654,076 ============= ============ </Table> <Table> (a) Non-income producing security. (b) Represents security, or a portion thereof, which is out on loan. (c) ADR--American Depositary Receipt. (d) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (e) One contract relates to 100 shares. (f) Floating rate. Rate shown is the rate in effect at October 31, 2005. (g) The cost for federal income tax purposes is $138,749,181. (h) At October 31, 2005 net unrealized appreciation was $16,290,087, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $22,631,074 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $6,340,987. </Table> 26 MainStay All Cap Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $138,143,057) including $13,874,697 market value of securities loaned $155,039,268 Cash 1,397 Receivables: Investment securities sold 291,464 Dividends and interest 127,067 Fund shares sold 96,045 Other assets 18,196 ------------- Total assets 155,573,437 ------------- LIABILITIES: Securities lending collateral 14,589,904 Payables: Manager 139,037 Fund shares redeemed 72,031 Transfer agent 47,100 Professional 35,721 NYLIFE Distributors 10,366 Custodian 4,604 Accrued expenses 20,598 ------------- Total liabilities 14,919,361 ------------- Net assets $140,654,076 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 946 Class B 579 Class C 124 Class I 8,808 Additional paid-in capital 131,016,963 Accumulated undistributed net investment income 1,123,798 Accumulated net realized loss on investments and option transactions (8,393,353) Net unrealized appreciation on investments 16,896,211 ------------- Net assets $140,654,076 ============= CLASS A Net assets applicable to outstanding shares $ 12,640,505 ============= Shares of capital stock outstanding 945,791 ============= Net asset value per share outstanding $ 13.37 Maximum sales charge (5.50% of offering price) 0.78 ------------- Maximum offering price per share outstanding $ 14.15 ============= CLASS B Net assets applicable to outstanding shares $ 7,669,745 ============= Shares of capital stock outstanding 579,272 ============= Net asset value and offering price per share outstanding $ 13.24 ============= CLASS C Net assets applicable to outstanding shares $ 1,642,573 ============= Shares of capital stock outstanding 124,044 ============= Net asset value and offering price per share outstanding $ 13.24 ============= CLASS I Net assets applicable to outstanding shares $118,701,253 ============= Shares of capital stock outstanding 8,808,124 ============= Net asset value and offering price per share outstanding $ 13.48 ============= </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 27 STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividends (a) $ 2,552,614 Interest 127,251 Income from securities loaned--net 10,775 ------------ Total income 2,690,640 ------------ EXPENSES: Manager 1,201,853 Transfer agent--Classes A, B and C 101,412 Transfer agent--Class I 90,288 Professional 59,206 Registration 48,608 Distribution--Class B 47,317 Distribution--Class C 9,457 Distribution/Service--Class A 28,453 Service--Class B 15,772 Service--Class C 3,152 Custodian 20,995 Shareholder communication 19,397 Directors 13,598 Miscellaneous 17,438 ------------ Total expenses before reimbursement 1,676,946 Expense reimbursement from Manager (156,248) ------------ Net expenses 1,520,698 ------------ Net investment income 1,169,942 ------------ REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND WRITTEN OPTION TRANSACTIONS: Net realized gain on: Security transactions 11,314,121 Written option transactions 12,525 ------------ Net realized gain on investment and written option transactions 11,326,646 ------------ Net change in unrealized appreciation on investments (207,866) ------------ Net realized and unrealized gain on investments and written option transactions 11,118,780 ------------ Net increase in net assets resulting from operations $12,288,722 ============ </Table> (a) Dividends recorded net of foreign withholding taxes in the amount of $12,503. 28 MainStay All Cap Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE (DECREASE) IN NET ASSETS: Operations: Net investment income $ 1,169,942 $ 1,545,931 Net realized gain on investments 11,326,646 14,464,552 Net change in unrealized appreciation on investments (207,866) 1,615,665 --------------------------- Net increase in net assets resulting from operations 12,288,722 17,626,148 --------------------------- Dividends to shareholders: From net investment income: Class A (78,908) -- Class B (21,359) -- Class C (4,742) -- Class I (1,286,172) (2,046,476) Service Class -- (65,067) --------------------------- Total dividends to shareholders (1,391,181) (2,111,543) --------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 5,058,982 10,262,130 Class B 4,516,376 3,852,520 Class C 952,904 1,014,648 Class I 17,479,448 23,435,990 Service Class -- 429,948 </Table> <Table> <Caption> 2005 2004 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A $ 75,411 $ -- Class B 19,671 -- Class C 4,117 -- Class I 1,285,964 2,043,233 Service Class -- 52,463 --------------------------- 29,392,873 41,090,932 Cost of shares redeemed: Class A (2,458,086) (1,210,034) Class B (961,401) (104,583) Class C (264,386) (139,405) Class I (27,968,359) (85,783,397) Service Class -- (6,291,284) --------------------------- (31,652,232) (93,528,703) Decrease in net assets derived from capital share transactions (2,259,359) (52,437,771) --------------------------- Net increase (decrease) in net assets 8,638,182 (36,923,166) NET ASSETS: Beginning of year 132,015,894 168,939,060 --------------------------- End of year $140,654,076 $132,015,894 =========================== Accumulated undistributed net investment income at end of year $ 1,123,798 $ 1,345,037 =========================== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 29 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C ---------------------------- ---------------------------- -------------- JANUARY 2, JANUARY 2, YEAR 2004* YEAR 2004* YEAR ENDED THROUGH ENDED THROUGH ENDED OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 2005 Net asset value at beginning of period $ 12.40 $12.08 $12.33 $12.08 $12.33 ----------- ----------- ----------- ----------- ----------- Net investment income (a) 0.03 0.06 (0.07) (0.01) (0.07) Net realized and unrealized gain on investments 1.04 0.26 1.04 0.26 1.04 ----------- ----------- ----------- ----------- ----------- Total from investment operations 1.07 0.32 0.97 0.25 0.97 ----------- ----------- ----------- ----------- ----------- Less dividends: From net investment income (0.10) -- (0.06) -- (0.06) From net realized gain on investments -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Total dividends and distributions -- -- -- -- -- =========== =========== =========== =========== =========== Net asset value at end of period $ 13.37 $12.40 $13.24 $12.33 $13.24 =========== =========== =========== =========== =========== Total investment return (b) 8.67% 2.65%(c) 7.85% 2.07%(c) 7.85% Ratios (to average net assets)/Supplemental Data: Net investment income 0.24% 0.65%+ (0.51%) (0.10%)+ (0.51%) Net expenses 1.65% 1.33%+ 2.40% 2.08% + 2.40% Expenses (before reimbursement) 1.76% 1.45%+ 2.51% 2.20% + 2.51% Portfolio turnover rate 39% 48% 39% 48% 39% Net assets at end of period (in 000's) $12,641 $9,206 $7,670 $3,776 $1,643 <Caption> CLASS C ----------- JANUARY 2, 2004* THROUGH OCTOBER 31, 2004 Net asset value at beginning of period $12.08 ----------- Net investment income (a) (0.01) Net realized and unrealized gain on investments 0.26 ----------- Total from investment operations 0.25 ----------- Less dividends: From net investment income -- From net realized gain on investments -- ----------- Total dividends and distributions -- =========== Net asset value at end of period $12.33 =========== Total investment return (b) 2.07%(c) Ratios (to average net assets)/Supplemental Data: Net investment income (0.10%)+ Net expenses 2.08% + Expenses (before reimbursement) 2.20% + Portfolio turnover rate 48% Net assets at end of period (in 000's) $ 884 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average shares outstanding during the period. (b) Total return is calculated exclusive of sales charge. Class I is not subject to sales charges. (c) Total return in not annualized. </Table> 30 MainStay All Cap Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I - -------------------------------------------------------------------- YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001 $ 12.44 $ 11.26 $ 9.38 $ 12.55 $ 14.00 -------- -------- -------- -------- -------- 0.13 0.11 0.14 0.13 0.16 1.05 1.23 1.85 (1.86) (1.15) -------- -------- -------- -------- -------- 1.18 1.34 1.99 (1.73) (0.99) -------- -------- -------- -------- -------- (0.14) (0.16) (0.11) (0.31) (0.15) -- -- -- (1.13) (0.31) -------- -------- -------- -------- -------- (0.14) (0.16) (0.11) (1.44) (0.46) ======== ======== ======== ======== ======== $ 13.48 $ 12.44 $ 11.26 $ 9.38 $ 12.55 ======== ======== ======== ======== ======== 9.48% 11.97% 21.43% (16.46%) (7.29%) 0.95% 1.04% 1.37% 1.12% 1.28% 0.94% 0.94% 0.94% 0.94% 0.94% 1.05% 1.06% 1.11% 1.12% 1.00% 39% 48% 64% 65% 94% $118,701 $118,150 $163,551 $137,069 $140,919 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 31 MAINSTAY MID CAP OPPORTUNITY FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 8.29% 9.00% 11.32% Excluding sales charges 14.59 10.24 11.95 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY MID CAP RUSSELL MIDCAP RUSSELL MIDCAP OPPORTUNITY FUND VALUE INDEX INDEX S&P 500 INDEX ---------------- -------------- -------------- ------------- 10/31/95 9450 10000 10000 10000 10954 12116 11965 12410 14980 16053 15408 16394 16344 16975 16095 20000 16337 17942 18851 25134 17953 20068 23323 26665 17488 19792 19121 20024 17381 19204 17586 16999 22639 25632 23897 20535 25506 30692 27502 22470 10/31/05 29228 36678 32476 24429 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 8.81% 9.14% 11.05% Excluding sales charges 13.81 9.42 11.05 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY MID CAP RUSSELL MIDCAP RUSSELL MIDCAP OPPORTUNITY FUND VALUE INDEX INDEX S&P 500 INDEX ---------------- -------------- -------------- ------------- 10/31/95 10000 10000 10000 10000 11496 12116 11965 12410 15563 16053 15408 16394 16851 16975 16095 20000 16690 17942 18851 25134 18190 20068 23323 26665 17586 19792 19121 20024 17350 19204 17586 16999 22426 25632 23897 20535 25066 30692 27502 22470 10/31/05 28526 36678 32476 24429 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 12.76% 9.43% 11.06% Excluding sales charges 13.76 9.43 11.06 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY MID CAP RUSSELL MIDCAP RUSSELL MIDCAP OPPORTUNITY FUND VALUE INDEX INDEX S&P 500 INDEX ---------------- -------------- -------------- ------------- 10/31/95 10000 10000 10000 10000 11498 12116 11965 12410 15560 16053 15408 16394 16858 16975 16095 20000 16687 17942 18851 25134 18188 20068 23323 26665 17594 19792 19121 20024 17346 19204 17586 16999 22461 25632 23897 20535 25092 30692 27502 22470 10/31/05 28545 36678 32476 24429 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maximum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1.00% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 32 MainStay Mid Cap Opportunity Fund CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- 15.11% 10.56% 12.25% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY MID CAP RUSSELL MIDCAP RUSSELL MIDCAP OPPORTUNITY FUND VALUE INDEX INDEX S&P 500 INDEX ---------------- -------------- -------------- ------------- 10/31/95 10000 10000 10000 10000 11624 12116 11965 12410 15925 16053 15408 16394 17423 16975 16095 20000 17451 17942 18851 25134 19227 20068 23323 26665 18773 19792 19121 20024 18702 19204 17586 16999 24424 25632 23897 20535 27592 30692 27502 22470 10/31/05 31761 36678 32476 24429 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - ------------------------------------------------------------------------------- Russell Midcap(R) Value Index(1) 19.50% 12.82% 13.88% Russell Midcap(R) Index(2) 18.09 6.85 12.50 S&P 500(R) Index(3) 8.72 -1.74 9.34 Average Lipper mid-cap value fund(4) 14.51 10.66 12.14 </Table> approval of the Board of Directors/Trustees. From inception (12/27/94) through 12/31/03, performance for Class A and B shares (each first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class A and B shares. Prior to 1/2/04, the Fund offered Class L shares, which were subject to a 1.00% sales charge and a 1.00% CDSC on redemptions within one year of purchase. From inception through 12/29/02, performance for Class L shares (first offered 12/30/02) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge, CDSC, and fees and expenses for Class L shares. Effective 1/2/04, all outstanding Class L shares of the Fund were converted to Class C shares, redesignated Class C shares, or both. 1. The Russell Midcap(R) Value Index is an unmanaged index that measures the performance of those Russell Midcap(R) companies with lower price-to-book ratios and lower forecasted growth values. The Russell Midcap(R) Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000(R) Index, which, in turn, is an unmanaged index that measures the performance of the 1,000 largest U.S. companies based on total market capitalization. Results for all indices assume reinvestment of all income and capital gains. The Russell Midcap(R) Value Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 2. The Russell Midcap(R) Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000(R) Index, which, in turn, is an unmanaged index that measures the performance of the 1,000 largest U.S. companies based on total market capitalization. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. "S&P 500" is a trademark of the McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 4. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 33 COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY MID CAP OPPORTUNITY FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,078.00 $ 7.86 $1,017.50 $ 7.63 - --------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,074.05 $11.76 $1,013.75 $11.42 - --------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,074.05 $11.76 $1,013.75 $11.42 - --------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,080.40 $ 5.45 $1,019.80 $ 5.29 - --------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.50% for Class A, 2.25% for Class B and Class C, and 1.04% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). 34 MainStay Mid Cap Opportunity Fund PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Common Stocks 99.4 Short-Term Investments (collateral from securities lending 12.4 is 12.4%) Liabilities in Excess of Cash and Other Assets (11.8) </Table> See Portfolio of Investments on page 38 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. Edison International 2. Federated Department Stores, Inc. 3. American Electric Power Co., Inc. 4. CIGNA Corp. 5. Principal Financial Group, Inc. 6. Bear Stearns Cos., Inc. (The) 7. KeyCorp 8. CSX Corp. 9. Equity Office Properties Trust 10. Freescale Semiconductor, Inc. Class B </Table> www.MAINSTAYfunds.com 35 PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Kathy A. O'Connor and Jeffrey Sanders of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests at least 80% of its assets in common and preferred stock of companies with market capitalizations that, at the time of investment, are similar to those of companies in the Russell Midcap(R) Index,(1) the Standard & Poor's MidCap 400(R) Index,(2) or a universe selected from the smallest 800 companies of the largest 1,000 companies ranked by market capitalization. In implementing this strategy, the Fund invests primarily in stocks of mid-capitalization companies that we determine to have strong or improving operating characteristics and to be relatively overlooked or undervalued by the market. The Fund uses a quantitative and statistical model to analyze the relative quality and value of stocks. WHAT MAJOR FACTORS INFLUENCED THE STOCK AND BOND MARKETS DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? During the 12-month reporting period, all broadly watched equity indices provided positive performance. Mid- and small-capitalization stocks generally outperformed their large-cap counterparts. The market favored value stocks over growth stocks at all capitalization levels. Despite wide fluctuations in crude-oil prices, instability in many regions of the world, and the devastation caused by hurricanes Katrina and Rita, the U.S. stock market posted significant gains during the 12-month period ended October 31, 2005. The Federal Open Market Committee continued to raise its target for the federal funds rate, with eight 25-basis-point increases during the reporting period. (A basis point is one-hundredth of a percentage point.) At the end of October 2005, the target rate stood at 3.75%, its highest level in more than four years. Among the considerations that influenced the gradual tightening policy were mounting inflationary pressures, low unemployment, an upward path of record energy prices, and growing labor costs. HOW DID THE FUND PERFORM IN THIS MARKET ENVIRONMENT? All share classes of MainStay Mid Cap Opportunity Fund underperformed the Russell Midcap(R) Value Index(3) for the 12 months ended October 31, 2005. Fund holdings in the financials and utilities sectors underperformed related stocks in the Index. Although stocks in the utilities sector generated solid performance during the reporting period, the Fund's underweighted position relative to the Index detracted from the Fund's relative performance. WHICH SECTORS AND INDIVIDUAL STOCKS PROVIDED THE STRONGEST PERFORMANCE FOR THE FUND DURING THE 12-MONTH REPORTING PERIOD? For the 12 months ended October 31, 2005, the Fund's five strongest-performing sectors were energy, health care, financials, utilities, and consumer discretionary. Among the strongest contributors to the Fund's performance were petroleum refiners Premcor and Sunoco, entertainment software company Activision, a public-utility holding company Edison International, and health-benefits provider Humana. WHICH SECTORS AND INDIVIDUAL STOCKS DETRACTED FROM THE FUND'S PERFORMANCE? The Fund's five weakest-performing sectors during the 12-month reporting period were telecommunication services, information technology, consumer staples, materials, and industrials. The greatest individual negative contribution to the Fund's performance came from telecommunications equipment and services company UTStarcom. The second-greatest negative contribution came from R&G Financial, a Puerto Rico bank holding company. Next was holding company UST, with interests in smokeless tobacco and wine & spirits. The next-weakest contributor was single-family home designer and builder Meritage Homes, followed by imaging products, services, and solutions company Eastman Kodak. Mid-capitalization companies are generally less established and their stocks may be more volatile and less liquid than the securities of larger companies. Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. The Fund's use of securities lending presents the risk of default by the borrower, which may result in a loss to the Fund. 1. See footnote on page 33 for more information on the Russell Midcap(R) Index. 2. The S&P MidCap 400(R) Index is an unmanaged market-value weighted index that consists of 400 domestic common stocks chosen for market size, liquidity, and industry-group representation. The Index is generally considered representative of the market for domestic mid-cap stocks. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. See footnote on page 33 for more information on the Russell Midcap(R) Value Index. 36 MainStay Mid Cap Opportunity Fund WERE THERE ANY SIGNIFICANT EQUITY PURCHASES OR SALES DURING THE REPORTING PERIOD? The Fund uses a proprietary model to select stocks that have relatively improving operating characteristics and are relatively undervalued. One of the stocks the Fund purchased during the reporting period was USG, which sells building materials for new residential and nonresidential construction. The Fund initially purchased the stock in July 2005. We established a position in Health Net, a managed care company in June 2005. The Fund established a posi- tion in AmerUs Group, an individual life insurance and annuity products holding company, in July 2005. All three of these companies exhibited improving fundamentals and, according to our proprietary model, were relatively undervalued at the time of purchase. The Fund sells stocks that exhibit deteriorating operating results, are relatively overvalued, or both. The Fund sold its entire position in PacifiCare Health Systems, a health-insurance and managed-care company, in July 2005. Our proprietary quantitative model indicated that the stock had become overvalued. Entertainment software company Activision was sold for a similar reason in July 2005. The Fund also sold its entire position in petroleum refiner Premcor in June and July 2005 because the company was acquired by Valero Energy. DID THE FUND'S WEIGHTINGS CHANGE DURING THE REPORTING PERIOD? Weighting changes in the Fund result from a combination of security performance, industry performance, and the Fund's proprietary security selection process. At the beginning of the reporting period, the Fund held a substantial portion of its net assets in the financials sector. By October 31, 2005, this weighting had increased. The Fund's weighting in the energy sector, on the other hand, closed the reporting period at less than half the weighting on October 31, 2004. HOW DID THE FUND'S WEIGHTINGS DIFFER FROM THOSE OF THE RUSSELL MIDCAP(R) VALUE INDEX AT THE END OF THE REPORTING PERIOD? As of October 31, 2005, the Fund was overweighted relative to the Russell Midcap(R) Value Index in the consumer discretionary, health care, and financials sectors. The Fund benefited from its overweighted position in health care because the sector provided solid performance and the Fund's stock selection was strong. The Fund's overweighted positions in the consumer discretionary and financials sectors, on the other hand, hurt relative results because the stocks selected by the Fund were not as strong as related stocks in the Index. As of October 31, 2005, the Fund was underweighted relative to the Russell Midcap(R) Value Index in the information technology, materials, and utilities sectors. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY MID CAP OPPORTUNITY FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 37 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE COMMON STOCKS (99.4%) + - ----------------------------------------------------------------------------- AUTO COMPONENTS (3.1%) Autoliv, Inc. 29,955 $ 1,286,867 Goodyear Tire & Rubber Co. (The) (a)(b) 67,631 1,057,749 Lear Corp. (b) 38,200 1,163,572 ------------ 3,508,188 ------------ BEVERAGES (1.1%) PepsiAmericas, Inc. 52,562 1,225,746 ------------ BUILDING PRODUCTS (1.1%) USG Corp. (a)(b) 21,237 1,255,531 ------------ CAPITAL MARKETS (2.8%) A.G. Edwards, Inc. 31,236 1,321,908 V Bear Stearns Cos., Inc. (The) 17,249 1,824,944 ------------ 3,146,852 ------------ COMMERCIAL BANKS (6.3%) Comerica, Inc. 27,863 1,609,924 Commerce Bancshares, Inc. 24,098 1,280,327 First Citizens BancShares, Inc. Class A 759 126,753 V KeyCorp 55,121 1,777,101 M&T Bank Corp. 14,886 1,601,436 TCF Financial Corp. 30,215 818,827 ------------ 7,214,368 ------------ COMMERCIAL SERVICES & SUPPLIES (2.2%) Equifax, Inc. 33,101 1,140,992 Republic Services, Inc. 40,234 1,422,272 ------------ 2,563,264 ------------ CONSTRUCTION MATERIALS (1.7%) Lafarge North America, Inc. 12,896 780,337 Martin Marietta Materials, Inc. 14,770 1,165,501 ------------ 1,945,838 ------------ CONSUMER FINANCE (1.1%) AmeriCredit Corp. (a) 55,045 1,230,256 ------------ DIVERSIFIED FINANCIAL SERVICES (2.7%) CIT Group, Inc. 24,255 1,109,181 V Principal Financial Group, Inc. 38,637 1,917,554 ------------ 3,026,735 ------------ DIVERSIFIED TELECOMMUNICATION SERVICES (1.9%) CenturyTel, Inc. (b) 41,970 1,373,678 PanAmSat Holding Corp. 34,952 834,304 ------------ 2,207,982 ------------ </Table> <Table> <Caption> SHARES VALUE ELECTRIC UTILITIES (5.8%) V American Electric Power Co., Inc. 53,477 $ 2,029,987 DPL, Inc. 51,887 1,337,128 V Edison International 47,346 2,071,861 Reliant Energy, Inc. (a)(b) 86,946 1,104,214 ------------ 6,543,190 ------------ FOOD PRODUCTS (1.8%) Hershey Co. (The) 20,240 1,150,239 Tyson Foods, Inc. Class A 48,265 859,117 ------------ 2,009,356 ------------ GAS UTILITIES (1.9%) Equitable Resources, Inc. 30,742 1,188,178 Southern Union Co. (a) 39,956 939,765 ------------ 2,127,943 ------------ HEALTH CARE PROVIDERS & SERVICES (7.3%) AmerisourceBergen Corp. 20,515 1,564,679 V CIGNA Corp. 17,043 1,974,772 Community Health Systems, Inc. (a) 30,127 1,118,013 Health Net, Inc. (a) 26,796 1,255,125 Humana, Inc. (a) 27,216 1,208,118 Sierra Health Services, Inc. (a) 15,497 1,162,275 ------------ 8,282,982 ------------ HOTELS, RESTAURANTS & LEISURE (1.1%) Wendy's International, Inc. 26,354 1,231,259 ------------ HOUSEHOLD DURABLES (3.2%) Meritage Homes Corp. (a) 19,849 1,235,997 Ryland Group, Inc. 15,744 1,059,571 Standard Pacific Corp. 34,158 1,317,816 ------------ 3,613,384 ------------ HOUSEHOLD PRODUCTS (1.0%) Energizer Holdings, Inc. (a) 22,696 1,145,921 ------------ INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (1.2%) NRG Energy, Inc. (a)(b) 31,106 1,337,869 ------------ INSURANCE (12.6%) Alleghany Corp. (a) 399 120,099 Allmerica Financial Corp. (a) 31,280 1,191,768 American National Insurance Co. 5,752 678,333 AmerUs Group Co. 21,842 1,291,299 Jefferson-Pilot Corp. (b) 27,424 1,505,029 Lincoln National Corp. 32,035 1,621,291 </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. 38 MainStay Mid Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - ----------------------------------------------------------------------------- INSURANCE (CONTINUED) MBIA, Inc. (b) 7,402 $ 431,093 Nationwide Financial Services, Inc. Class A 15,987 645,715 Old Republic International Corp. 54,098 1,401,679 SAFECO Corp. 27,073 1,507,966 StanCorp Financial Group, Inc. 14,731 1,356,725 Torchmark Corp. 19,656 1,038,427 UnumProvident Corp. 72,213 1,465,202 ------------ 14,254,626 ------------ IT SERVICES (1.7%) Convergys Corp. (a) 57,572 935,545 Sabre Holdings Corp. Class A 50,091 978,277 ------------ 1,913,822 ------------ LEISURE EQUIPMENT & PRODUCTS (2.3%) Eastman Kodak Co. (b) 54,196 1,186,892 Mattel, Inc. 95,124 1,403,079 ------------ 2,589,971 ------------ METALS & MINING (1.3%) Nucor Corp. 25,125 1,503,731 ------------ MULTILINE RETAIL (5.3%) Dillard's, Inc. Class A 56,693 1,174,112 V Federated Department Stores, Inc. 33,683 2,067,126 J.C. Penney Co., Inc. 29,758 1,523,610 Sears Holdings Corp. (a)(b) 10,670 1,283,068 ------------ 6,047,916 ------------ MULTI-UTILITIES (3.7%) KeySpan Corp. 41,066 1,419,652 PNM Resources, Inc. 48,805 1,237,207 Wisconsin Energy Corp. 35,923 1,358,967 Xcel Energy, Inc. (b) 9,661 177,086 ------------ 4,192,912 ------------ OIL, GAS & CONSUMABLE FUELS (4.6%) Amerada Hess Corp. 12,828 1,604,783 Kinder Morgan, Inc. 12,716 1,155,884 Overseas Shipholding Group, Inc. 6,463 307,639 Sunoco, Inc. 18,085 1,347,333 Williams Cos., Inc. (The) 36,523 814,463 ------------ 5,230,102 ------------ PAPER & FOREST PRODUCTS (0.8%) Louisiana-Pacific Corp. 34,968 871,752 ------------ </Table> <Table> <Caption> SHARES VALUE REAL ESTATE (5.3%) AMB Property Corp. 2,789 $ 123,218 Annaly Mortgage Management, Inc. (b) 100,014 1,148,161 Apartment Investment & Management Co. Class A (b) 24,751 950,438 Crescent Real Estate Equities Co. 56,334 1,123,863 V Equity Office Properties Trust 55,024 1,694,739 New Century Financial Corp. (b) 31,540 973,640 ------------ 6,014,059 ------------ ROAD & RAIL (3.7%) V CSX Corp. 38,219 1,750,812 Laidlaw International, Inc. 55,076 1,252,428 Norfolk Southern Corp. 2,112 84,902 Swift Transportation Co., Inc. (a) 63,881 1,165,828 ------------ 4,253,970 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (1.4%) V Freescale Semiconductor, Inc. Class B (a) 68,493 1,635,613 ------------ SPECIALTY RETAIL (2.3%) AutoNation, Inc. (a) 68,701 1,365,776 Circuit City Stores, Inc. 70,765 1,258,909 ------------ 2,624,685 ------------ TEXTILES, APPAREL & LUXURY GOODS (0.3%) Reebok International Ltd. 5,371 306,416 ------------ THRIFTS & MORTGAGE FINANCE (3.2%) Astoria Financial Corp. 46,854 1,309,569 IndyMac Bancorp, Inc. 11,265 420,522 MGIC Investment Corp. (b) 22,268 1,319,156 PMI Group, Inc. (The) 7,910 315,451 Radian Group, Inc. 6,166 321,249 ------------ 3,685,947 ------------ TOBACCO (2.5%) Reynolds American, Inc. (b) 17,940 1,524,900 UST, Inc. 30,676 1,269,680 ------------ 2,794,580 ------------ TRADING COMPANIES & DISTRIBUTORS (1.1%) GATX Corp. 33,126 1,237,919 ------------ Total Common Stocks (Cost $108,693,252) 112,774,685 ------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 39 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE SHORT-TERM INVESTMENTS (12.4%) - ----------------------------------------------------------------------------- CERTIFICATE OF DEPOSIT (1.0%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (c)(d) $1,153,345 $ 1,153,345 ------------ Total Certificate of Deposit (Cost $1,153,345) 1,153,345 ------------ COMMERCIAL PAPER (0.7%) Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (c) 753,480 753,480 ------------ Total Commercial Paper (Cost $753,480) 753,480 ------------ <Caption> SHARES INVESTMENT COMPANY (1.9%) BGI Institutional Money Market Fund (c) 2,125,259 2,125,259 ------------ Total Investment Company (Cost $2,125,259) 2,125,259 ------------ <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (8.8%) Bank of the West (The) 4.02%, due 12/8/05 (c) $1,537,793 1,537,793 Barclays 3.92%, due 12/5/05 (c) 768,897 768,897 3.94%, due 11/28/05 (c) 768,897 768,897 Credit Suisse First Boston, Inc. 3.74%, due 11/1/05 (c) 1,153,345 1,153,345 Deutsche Bank 3.95%, due 12/2/05 (c) 768,897 768,897 First Tennessee National Corp. 3.88%, due 11/14/05 (c) 768,897 768,897 Halifax Bank of Scotland 3.75%, due 11/1/05 (c) 768,897 768,897 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE TIME DEPOSITS (CONTINUED) Marshall & Ilsley Bank 3.97%, due 12/29/05 (c) $ 768,897 $ 768,897 Societe Generale 3.77%, due 11/1/05 (c) 1,153,345 1,153,345 UBS AG 4.01%, due 12/13/05 (c) 768,897 768,897 Wells Fargo & Co. 4.00%, due 11/25/05 (c) 768,897 768,897 ------------ Total Time Deposits (Cost $9,995,659) 9,995,659 ------------ Total Short-Term Investments (Cost $14,027,743) 14,027,743 ------------ Total Investments (Cost $122,720,995) (e) 111.8% 126,802,428(f) Liabilities in Excess of Cash and Other Assets (11.8) (13,429,900) ---------- ------------ Net Assets 100.0% $113,372,528 ========== ============ </Table> <Table> (a) Non-income producing security. (b) Represents security, or a portion thereof, which is out on loan. (c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (d) Floating rate. Rate shown is the rate in effect at October 31, 2005. (e) The cost for federal income tax purposes is $122,831,134. (f) At October 31, 2005 net unrealized appreciation was $3,971,294, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $8,057,131 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $4,085,837. </Table> 40 MainStay Mid Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $122,720,995) including $13,565,335 market value of securities loaned $126,802,428 Cash 802,252 Receivables: Investment securities sold 586,606 Fund shares sold 502,540 Dividends and interest 117,183 Other assets 23,105 ------------- Total assets 128,834,114 ------------- LIABILITIES: Securities lending collateral 14,027,743 Payables: Investment securities purchased 1,125,485 Fund shares redeemed 83,416 Transfer agent 79,168 NYLIFE Distributors 47,866 Manager 37,687 Professional 34,767 Shareholder communication 14,058 Accrued expenses 11,396 ------------- Total liabilities 15,461,586 ------------- Net assets $113,372,528 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.01 per share) 1 billion shares authorized: Class A $ 16,186 Class B 9,792 Class C 8,865 Class I 8,877 Additional paid-in capital 103,195,776 Accumulated net investment income 45,644 Accumulated net realized gain on investments 6,005,955 Net unrealized appreciation on investments 4,081,433 ------------- Net assets $113,372,528 ============= CLASS A Net assets applicable to outstanding shares $ 42,238,619 ============= Shares of capital stock outstanding 1,618,624 ============= Net asset value per share outstanding $ 26.10 Maximum sales charge (5.50% of offering price) 1.52 ------------- Maximum offering price per share outstanding $ 27.62 ============= CLASS B Net assets applicable to outstanding shares $ 25,068,338 ============= Shares of capital stock outstanding 979,249 ============= Net asset value and offering price per share outstanding $ 25.60 ============= CLASS C Net assets applicable to outstanding shares $ 22,686,646 ============= Shares of capital stock outstanding 886,526 ============= Net asset value and offering price per share outstanding $ 25.59 ============= CLASS I Net assets applicable to outstanding shares $ 23,378,925 ============= Shares of capital stock outstanding 887,717 ============= Net asset value and offering price per share outstanding $ 26.34 ============= </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 41 STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividends (a) $1,351,092 Interest 44,564 Income from securities loaned--net 7,678 ----------- Total income 1,403,334 ----------- EXPENSES: Manager 687,213 Transfer agent--Classes A, B and C 229,930 Transfer agent--Class I 30,828 Distribution--Class B 132,319 Distribution--Class C 98,257 Distribution/Service--Class A 63,627 Service--Class B 44,106 Service--Class C 32,752 Registration 54,860 Professional 43,054 Custodian 29,231 Shareholder communication 25,916 Directors 6,541 Miscellaneous 10,571 ----------- Total expenses before reimbursement 1,489,205 Expense reimbursement from Manager (206,679) ----------- Net expenses 1,282,526 ----------- Net investment income 120,808 ----------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 5,994,612 Net change in unrealized appreciation on investments 227,190 ----------- Net realized and unrealized gain on investments 6,221,802 ----------- Net increase in net assets resulting from operations $6,342,610 =========== </Table> (a) Dividends recorded net of foreign withholding taxes in the amount of $4,355. 42 MainStay Mid Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE IN NET ASSETS: Operations: Net investment income (loss) $ 120,808 $ (19) Net realized gain on investments 5,994,612 1,340,083 Net change in unrealized appreciation on investments 227,190 1,004,716 -------------------------- Net increase in net assets resulting from operations 6,342,610 2,344,780 -------------------------- Dividends to shareholders: From net investment income: Class A (62,192) -- Class B (34,360) -- Class C (26,620) -- Class I (112,421) -- From net realized gain on investments: Class A (295,736) -- Class B (216,488) -- Class C (168,408) (11) Class I (475,783) (109,405) Service Class -- (167) -------------------------- Total dividends to shareholders (1,392,008) (109,583) -------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 37,697,250 6,832,118 Class B 20,610,724 5,871,147 Class C 18,560,407 4,954,042 Class I 10,490,303 8,968,490 Service Class -- 21,108 </Table> <Table> <Caption> 2005 2004 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A $ 259,475 $ -- Class B 246,626 -- Class C 180,288 10 Class I 569,097 109,130 Service Class -- 167 -------------------------- 88,614,170 26,756,212 Cost of shares redeemed: Class A (3,594,035) (408,728) Class B (2,519,349) (218,504) Class C (1,692,031) (132,476) Class I (8,156,299) (6,057,924) Service Class -- (24,327) -------------------------- (15,961,714) (6,841,959) Increase in net assets derived from capital share transactions 72,652,456 19,914,253 -------------------------- Net increase in net assets 77,603,058 22,149,450 NET ASSETS: Beginning of year 35,769,470 13,620,020 -------------------------- End of year $113,372,528 $35,769,470 ========================== Accumulated undistributed net investment income at end of year $ 45,644 $ -- ========================== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 43 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C ---------------------------- ---------------------------- ------------------------------- JANUARY 2, JANUARY 2, YEAR 2004** YEAR 2004** YEAR YEAR ENDED THROUGH ENDED THROUGH ENDED ENDED OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 2005 2004 Net asset value at beginning of period $ 23.45 $21.93 $ 23.14 $21.79 $ 23.14 $20.86 ----------- ----------- ----------- ----------- ----------- ----------- Net investment income (loss) 0.06 (0.01) (0.10) (0.07) (0.08) (0.07) Net realized and unrealized gain (loss) on investments 3.34 1.53 3.28 1.42 3.25 2.50 ----------- ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.40 1.52 3.18 1.35 3.17 2.43 ----------- ----------- ----------- ----------- ----------- ----------- Less dividends and distributions: From net investment income (0.04) -- (0.01) -- (0.01) -- From net realized gain on investments (0.71) -- (0.71) -- (0.71) (0.15) ----------- ----------- ----------- ----------- ----------- ----------- Total dividends and distributions (0.75) -- (0.72) -- (0.72) (0.15) ----------- ----------- ----------- ----------- ----------- ----------- Net asset value at end of period $ 26.10 $23.45 $ 25.60 $23.14 $ 25.59 $23.14 =========== =========== =========== =========== =========== =========== Total investment return (b) 14.59% 6.93%(c) 13.81% 6.20%(c) 13.76% 11.71% Ratios (to average net assets)/ Supplemental Data: Net investment income (loss) 0.32% (0.21%)+ (0.43%) (0.96%)+ (0.43%) (0.96%) Net expenses 1.50% 1.53% +# 2.25% 2.28% +# 2.25% 2.28% # Expenses (before reimbursements) 1.78% 2.13% +# 2.53% 2.88% +# 2.53% 2.88% # Portfolio turnover rate 153% 43% 153% 43% 153% 43% Net assets at end of period (in 000's) $42,239 $6,554 $25,068 $5,756 $22,687 $4,951 <Caption> CLASS C ------------ DECEMBER 30, 2002** THROUGH OCTOBER 31, 2003 Net asset value at beginning of period $ 15.87 ------------ Net investment income (loss) (0.06)(a) Net realized and unrealized gain (loss) on investments 5.05 ------------ Total from investment operations 4.99 ------------ Less dividends and distributions: From net investment income -- From net realized gain on investments -- ------------ Total dividends and distributions -- ------------ Net asset value at end of period $ 20.86 ============ Total investment return (b) 31.44%(c) Ratios (to average net assets)/ Supplemental Data: Net investment income (loss) (0.53%)+ Net expenses 2.13% +# Expenses (before reimbursements) 2.37% +# Portfolio turnover rate 90% Net assets at end of period (in 000's) $ 1 </Table> <Table> * The Fund changed its fiscal year end from December 31 to October 31. ** Commencement of operations. + Annualized. # Includes transfer agent fees paid indirectly which amounted to 0.02%, 0.09%, 0.13% and 0.15% of average net assets for the years or periods ended October 31, 2004, October 31, 2003, October 31, 2002 and October 31, 2001, respectively, and custodian fees and other expenses paid indirectly which amounted to 0.02% of average net assets for the year ended December 31, 2000. (a) Per share data based on average shares outstanding during the period. (b) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (c) Total return is not annualized. (d) Restated. </Table> 44 MainStay Mid Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I - ------------------------------------------------------------------------------------------ JANUARY 1, 2001* YEAR THROUGH ENDED YEAR ENDED OCTOBER 31, OCTOBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 2000 $ 23.57 $ 21.01 $ 16.16 $ 16.30 $ 16.93 $ 16.06 -------- -------- -------- -------- ----------- ------------ 0.12 0.05 0.08(a) 0.09 0.06 0.06 3.42 2.66 4.84 (0.14) (0.69) 0.88 -------- -------- -------- -------- ----------- ------------ 3.54 2.71 4.92 (0.05) (0.63) 0.94 -------- -------- -------- -------- ----------- ------------ (0.06) -- (0.07) (0.09) -- (0.06) ) (0.71 (0.15) -- -- -- (0.01) -------- -------- -------- -------- ----------- ------------ (0.77) (0.15) (0.07) (0.09) -- (0.07) -------- -------- -------- -------- ----------- ------------ $ 26.34 $ 23.57 $ 21.01 $ 16.16 $ 16.30 $ 16.93 ======== ======== ======== ======== =========== ============ 15.11% 12.97% 30.59% (0.38%) (3.72%)(c) 5.83% 0.78% 0.26% 0.47% 0.46% 0.41%+ 0.35% 1.04% 1.06%# 1.13%# 1.17%# 1.19%+#(d) 1.06%# 1.27% 1.66%# 1.37%# 1.29%# 1.22%+#(d) 1.06%# 153% 43% 90% 75% 69% 114% $23,379 $18,508 $13,617 $51,231 $56,907 $67,401 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 45 MAINSTAY S&P 500 INDEX FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 3% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- With sales charges 4.73% -2.77% 8.53% Excluding sales charges 7.97 -2.17 8.86 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY S&P 500 INDEX FUND S&P 500 INDEX --------------------------- ------------- 10/31/95 9700 10000 11959 12410 15723 16394 19086 20000 23928 25134 25306 26665 18975 20024 16054 16999 19308 20535 21001 22470 10/31/05 22675 24429 </Table> CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 8.42% -1.91% 9.13% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY S&P 500 INDEX FUND S&P 500 INDEX --------------------------- ------------- 10/31/95 10000 10000 12355 12410 16278 16394 19807 20000 24884 25134 26373 26665 19807 20024 16790 16999 20247 20535 22089 22470 10/31/05 23949 24429 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - ----------------------------------------------------------------------------- S&P 500(R) Index(1) 8.72% -1.74% 9.34% Average Lipper S&P 500 Index objective fund(2) 8.14 -2.28 8.88 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maximum initial sales charge of 3.00% and an annual 12b-1 fee of .25%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/Trustees. From inception (1/2/91) through 12/31/03, performance for Class A shares (first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge and fees and expenses for Class A shares. 1. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use. Standard & Poor's does not sponsor, endorse, sell, or promote the Fund or represent the advisability of investing in the Fund. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. The S&P 500(R) Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 2. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. 46 MainStay S&P 500 Index Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY S&P 500 INDEX FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,048.65 $3.77 $1,021.35 $3.72 - ------------------------------------------------------------------------------------------------------------------------ CLASS I SHARES $1,000.00 $1,051.40 $1.55 $1,023.50 $1.53 - ------------------------------------------------------------------------------------------------------------------------ </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (0.73% for Class A, and 0.30% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). www.MAINSTAYfunds.com 47 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Common Stocks 99.6 Short Term Investments (collateral from securities lending 8.0 is 7.7%) Liabilities in Excess of Cash and Other Assets (7.6) </Table> See Portfolio of Investments on page 51 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. General Electric Co. 2. ExxonMobil Corp. 3. Microsoft Corp. 4. Citigroup, Inc. 5. Procter & Gamble Co. (The) 6. Johnson & Johnson 7. Bank of America Corp. 8. American International Group, Inc. 9. Pfizer, Inc. 10. Altria Group, Inc. </Table> 48 MainStay S&P 500 Index Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio manager Francis J. Ok of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests at least 80% of its total assets in stocks contained in the S&P 500(R) Index(1) in the same proportion, to the extent feasible, as they are represented in the Index. In implementing this strategy, we use statistical techniques to determine which stocks are to be purchased or sold to replicate the S&P 500(R) Index to the extent feasible. The Fund's investments also include S&P 500(R) Index futures that are used for cash management purposes. WHAT WERE THE MAJOR FACTORS THAT AFFECTED THE STOCK MARKET DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? For the 12 months ended October 31, 2005, all broadly watched equity indices provided positive performance. Mid- and small-capitalization stocks generally outperformed their large-cap counterparts, and the market favored value stocks over growth stocks at all capitalization levels. Despite wide fluctuations in crude-oil prices, instability in many regions of the world, and the devastation caused by hurricanes Katrina and Rita, the U.S. stock market posted significant gains during the 12 months ended October 31, 2005. The Federal Open Market Committee continued to raise its target for the federal funds rate, with eight 25-basis-point increases during the reporting period. (A basis point is one-hundredth of a percentage point.) At the end of October 2005, the federal funds target rate stood at 3.75%, its highest level in more than four years. Among the considerations that influenced the gradual tightening policy were mounting inflationary pressures, low unemployment, an upward path of record energy prices, and growing labor costs. WHAT WERE THE BEST-PERFORMING INDUSTRIES IN THE S&P 500(R) INDEX DURING THE REPORTING PERIOD? From a total return perspective, tobacco was the best-performing industry for the 12 months ended October 31, 2005. Other top-performing industries from a total-return perspective included health care providers & services, energy equipment & services, construction & engineering, and independent power producers & energy traders. On the basis of impact, which takes weightings and total returns both into account, the industry that made the strongest contribution to the performance of the Index was oil, gas & consumable fuels. The second-strongest contributor was health care providers & services, followed by insurance, capital markets, and tobacco. WHICH INDUSTRIES WERE THE WORST PERFORMERS? On the basis of total returns alone, the worst-performing industry in the Index for the 12-month reporting period was automobiles. The second-worst total return came from Internet & catalog retail, followed by leisure equipment & products, auto components, and thrifts & mortgage finance. For the 12 months ended October 31, 2005, media was the industry with the greatest negative impact on Index performance when weightings and total returns were both considered. Pharmaceuticals was next, followed by thrifts & mortgage finance, automobiles, and Internet & catalog retail. WHICH INDIVIDUAL STOCKS WERE THE BEST PERFORMERS DURING THE REPORTING PERIOD? For the 12 months ended October 31, 2005, the S&P 500(R) Index stock with the highest total return was Valero Energy. Express Scripts had the second-best total return, followed by NVIDIA, Humana, and Apple Computer. Each of these top performers more than doubled in price during the reporting period. The five stocks with the greatest positive impact on the performance of the S&P 500(R) Index all had higher weightings and lower total returns. On the basis of impact, which takes weightings and total returns both into account, the strongest positive contributor to the performance of the Index for the 12-month reporting period was Altria Group. The second-best contributor was ExxonMobil, followed by ConocoPhillips, UnitedHealth Group, and Hewlett-Packard. WHICH STOCKS WERE THE WEAKEST PERFORMERS DURING THE REPORTING PERIOD? For the 12-months ended October 31, 2005, the S&P 500(R) Index stock with the worst total return was Sanmina-SCI Corp. Other particularly weak performers included Unisys, Gateway, Lexmark International, and Dana. Index funds generally seek to reflect the performance of an index or an allocation among indices, unlike other funds, whose objectives may, in some cases, involve seeking to outperform an index or other benchmark. The Fund may invest in derivatives, which may increase the volatility of the Fund's net asset value and may result in a loss to the Fund. 1. See footnote on page 46 for more information on the S&P 500 Index. www.MAINSTAYfunds.com 49 On the basis of impact, which takes weightings and total returns both into account, Pfizer made the greatest negative contribution to the performance of the Index for the 12-month reporting period. Wal-Mart Stores was next, followed by Fannie Mae, Verizon Communications, and International Business Machines. WERE ANY CHANGES MADE TO THE FUND OR TO THE INDEX DURING THE PERIOD? The Fund seeks to track the performance and weightings of stocks in the S&P 500(R) Index. The Index itself, however, may change from time to time as companies merge, divest units, add to their market capitalization, or face financial difficulties. Standard & Poor's may also occasionally adjust the Index to better reflect the companies that it believes are most representative of the makeup of the U.S. economy. During the 12 months ended October 31, 2005, there were 20 additions to the Index and 20 deletions from it. Among the additions were well-known companies such as Compass Bancshares, Vornado Realty Trust, Tyson Foods, Public Storage, and Lennar. Among the deletions were familiar names such as Deluxe, Winn-Dixie Stores, Delta Air Lines, Unocal, and Delphi. When Sears, Roebuck merged with Kmart, the stock was deleted from the Index but simultaneously reappeared as Sears Holdings. Adolf Coors merged with Molson and was deleted when Molson Coors Brewing was added to the Index. Peoplesoft was deleted from the Index because the company was acquired by Oracle; Nextel Communications was deleted when the company was acquired by Sprint; and Wellpoint Health Networks was deleted when it was acquired by Anthem. The opinions expressed are those of the portfolio manager as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY S&P 500 INDEX FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. 50 MainStay S&P 500 Index Fund PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE COMMON STOCKS (99.6%)+ - -------------------------------------------------------------------------------- AEROSPACE & DEFENSE (2.2%) Boeing Co. (The) 116,654 $ 7,540,515 General Dynamics Corp. 28,543 3,319,551 Goodrich Corp. 16,805 606,156 Honeywell International, Inc. 121,622 4,159,472 L-3 Communications Holdings, Inc. (a) 16,903 1,315,391 Lockheed Martin Corp. 51,737 3,133,193 Northrop Grumman Corp. 50,636 2,716,621 Raytheon Co. 63,414 2,343,147 Rockwell Collins, Inc. 24,933 1,142,430 United Technologies Corp. 145,652 7,469,035 -------------- 33,745,511 -------------- AIR FREIGHT & LOGISTICS (1.0%) FedEx Corp. 43,098 3,961,999 Ryder System, Inc. 8,983 356,356 United Parcel Service, Inc. Class B 157,133 11,461,281 -------------- 15,779,636 -------------- AIRLINES (0.1%) Southwest Airlines Co. 98,500 1,576,985 -------------- AUTO COMPONENTS (0.2%) Cooper Tire & Rubber Co. 8,934 122,038 Dana Corp. 21,059 158,153 Goodyear Tire & Rubber Co. (The) (a)(b) 24,608 384,869 Johnson Controls, Inc. 27,349 1,861,099 Visteon Corp. (b) 18,090 150,690 -------------- 2,676,849 -------------- AUTOMOBILES (0.4%) Ford Motor Co. 263,439 2,191,812 General Motors Corp. (a) 80,375 2,202,275 Harley-Davidson, Inc. 39,059 1,934,592 -------------- 6,328,679 -------------- BEVERAGES (2.2%) Anheuser-Busch Cos., Inc. 110,452 4,557,250 Brown-Forman Corp. Class B 11,844 750,199 Coca-Cola Co. (The) (c) 295,168 12,627,287 Coca-Cola Enterprises, Inc. 42,850 809,865 Constellation Brands, Inc. Class A (a)(b) 27,387 644,690 Molson Coors Brewing Co. Class B 8,164 503,719 </Table> <Table> <Caption> SHARES VALUE BEVERAGES (CONTINUED) Pepsi Bottling Group, Inc. (The) (a) 19,740 $ 561,208 PepsiCo, Inc. 237,349 14,022,579 -------------- 34,476,797 -------------- BIOTECHNOLOGY (1.5%) Amgen, Inc. (b) 175,672 13,308,911 Applera Corp.-Applied BioSystems Group 27,462 666,503 Biogen Idec, Inc. (a)(b) 48,327 1,963,526 Chiron Corp. (b) 15,487 683,596 Genzyme Corp. (b) 36,442 2,634,757 Gilead Sciences, Inc. (b) 64,805 3,062,036 MedImmune, Inc. (b) 34,808 1,217,584 -------------- 23,536,913 -------------- BUILDING PRODUCTS (0.2%) American Standard Cos., Inc. 25,198 958,532 Masco Corp. 61,223 1,744,856 -------------- 2,703,388 -------------- CAPITAL MARKETS (3.2%) Ameriprise Financial, Inc. (b) 35,286 1,313,352 Bank of New York Co., Inc. (The) 110,699 3,463,772 Bear Stearns Cos., Inc. (The) 15,878 1,679,892 Charles Schwab Corp. (The) 147,723 2,245,390 E*TRADE Financial Corp. (b) 51,895 962,652 Federated Investors, Inc. Class B 12,049 421,836 Franklin Resources, Inc. 21,141 1,868,230 Goldman Sachs Group, Inc. (The) (a) 66,156 8,360,134 Janus Capital Group, Inc. (a) 32,935 578,009 Lehman Brothers Holdings, Inc. (a) 38,711 4,632,545 Mellon Financial Corp. 59,268 1,878,203 Merrill Lynch & Co., Inc. 132,250 8,561,865 Morgan Stanley 154,365 8,399,000 Northern Trust Corp. 26,421 1,416,166 State Street Corp. 46,645 2,576,203 T. Rowe Price Group, Inc. 18,428 1,207,403 -------------- 49,564,652 -------------- CHEMICALS (1.6%) Air Products & Chemicals, Inc. 31,454 1,800,427 Ashland, Inc. 10,514 562,604 Dow Chemical Co. (The) 137,177 6,290,937 E.I. du Pont de Nemours & Co. 141,424 5,895,967 Eastman Chemical Co. 10,911 575,664 Ecolab, Inc. 26,176 865,902 Engelhard Corp. 17,046 463,651 Hercules, Inc. (b) 15,709 174,998 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 51 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- CHEMICALS (CONTINUED) International Flavors & Fragrances, Inc. 12,388 $ 408,680 Monsanto Co. 38,169 2,405,029 PPG Industries, Inc. 24,219 1,452,413 Praxair, Inc. 45,941 2,269,945 Rohm & Haas Co. 20,630 898,024 Sigma-Aldrich Corp. 9,686 616,998 -------------- 24,681,239 -------------- COMMERCIAL BANKS (5.7%) AmSouth Bancorporation 49,662 1,252,972 V Bank of America Corp. 571,248 24,986,388 BB&T Corp. (a) 77,674 3,288,717 Comerica, Inc. 23,827 1,376,724 Compass Bancshares, Inc. 17,306 843,841 Fifth Third Bancorp 79,083 3,176,764 First Horizon National Corp. (a) 17,243 666,959 Huntington Bancshares, Inc. (a) 32,508 756,136 KeyCorp 58,167 1,875,304 M&T Bank Corp. 11,461 1,232,974 Marshall & IIsley Corp. 29,111 1,250,609 National City Corp. (a) 80,882 2,606,827 North Fork Bancorp., Inc. 68,012 1,723,424 PNC Financial Services Group, Inc. 41,375 2,511,876 Regions Financial Corp. 65,071 2,118,061 SunTrust Banks, Inc. 51,563 3,737,286 Synovus Financial Corp. 43,544 1,196,154 U.S. Bancorp 259,833 7,685,860 Wachovia Corp. 224,109 11,321,987 Wells Fargo & Co. 239,952 14,445,110 Zions Bancorporation 12,542 921,461 -------------- 88,975,434 -------------- COMMERCIAL SERVICES & SUPPLIES (0.7%) Allied Waste Industries, Inc. (a)(b) 31,060 252,828 Avery Dennison Corp. (a) 15,710 889,972 Cendant Corp. 147,667 2,572,359 Cintas Corp. (a) 19,646 797,038 Equifax, Inc. 18,811 648,415 Monster Worldwide, Inc. (a)(b) 16,882 553,898 Pitney Bowes, Inc. 32,281 1,358,384 R.R. Donnelley & Sons Co. 30,149 1,055,818 Robert Half International, Inc. 24,069 887,665 Waste Management, Inc. 79,524 2,346,753 -------------- 11,363,130 -------------- </Table> <Table> <Caption> SHARES VALUE COMMUNICATIONS EQUIPMENT (2.8%) ADC Telecommunications, Inc. (b) 16,218 $ 283,004 Andrew Corp. (b) 22,547 239,449 Avaya, Inc. (b) 60,323 694,921 CIENA Corp. (b) 80,195 190,062 Cisco Systems, Inc. (b) 908,599 15,855,053 Comverse Technology, Inc. (b) 27,683 694,843 Corning, Inc. (b) 209,307 4,204,978 JDS Uniphase Corp. (b) 234,291 492,011 Lucent Technologies, Inc. (b) 620,204 1,767,581 Motorola, Inc. 350,983 7,777,783 QUALCOMM, Inc. 231,394 9,200,225 Scientific-Atlanta, Inc. 21,337 756,183 Tellabs, Inc. (b) 64,461 616,247 -------------- 42,772,340 -------------- COMPUTERS & PERIPHERALS (3.7%) Apple Computer, Inc. (b) 117,937 6,791,992 Dell, Inc. (b) 340,878 10,867,191 EMC Corp. (b) 342,697 4,784,050 Gateway, Inc. (b) 41,806 119,147 Hewlett-Packard Co. 407,463 11,425,263 International Business Machines Corp. 226,899 18,578,490 Lexmark International, Inc. (b) 16,906 701,937 NCR Corp. (b) 26,106 788,923 Network Appliance, Inc. (b) 51,264 1,402,583 QLogic Corp. (b) 12,878 388,400 Sun Microsystems, Inc. (b) 484,837 1,939,348 -------------- 57,787,324 -------------- CONSTRUCTION & ENGINEERING (0.1%) Fluor Corp. (a) 11,981 761,992 -------------- CONSTRUCTION MATERIALS (0.1%) Vulcan Materials Co. (a) 14,533 944,645 -------------- CONSUMER FINANCE (1.3%) American Express Co. 176,431 8,780,971 Capital One Financial Corp. 41,030 3,132,641 MBNA Corp. 178,716 4,569,768 SLM Corp. 59,286 3,292,152 -------------- 19,775,532 -------------- CONTAINERS & PACKAGING (0.2%) Ball Corp. (a) 15,413 606,810 Bemis Co., Inc. (a) 14,998 396,247 Pactiv Corp. (b) 20,791 409,583 Sealed Air Corp. (a)(b) 11,694 588,325 Temple-Inland, Inc. 16,106 593,184 -------------- 2,594,149 -------------- </Table> 52 MainStay S&P 500 Index Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- DISTRIBUTORS (0.1%) Genuine Parts Co. 24,463 $ 1,085,423 -------------- DIVERSIFIED CONSUMER SERVICES (0.2%) Apollo Group, Inc. Class A (a)(b) 20,762 1,308,421 H&R Block, Inc. 46,169 1,147,761 -------------- 2,456,182 -------------- DIVERSIFIED FINANCIAL SERVICES (3.7%) CIT Group, Inc. 29,550 1,351,322 V Citigroup, Inc. 735,058 33,650,955 JPMorgan Chase & Co. 499,403 18,288,138 Moody's Corp. 35,933 1,913,792 Principal Financial Group, Inc. 39,805 1,975,522 -------------- 57,179,729 -------------- DIVERSIFIED TELECOMMUNICATION SERVICES (2.2%) AT&T Corp. 113,842 2,251,795 BellSouth Corp. (a) 260,488 6,777,898 CenturyTel, Inc. 18,790 614,997 Citizens Communications Co. (a) 46,994 575,207 Qwest Communications International, Inc. (a)(b) 216,817 945,322 SBC Communications, Inc. (a) 469,752 11,203,585 Verizon Communications, Inc. 393,163 12,388,566 -------------- 34,757,370 -------------- ELECTRIC UTILITIES (1.6%) Allegheny Energy, Inc. (a)(b) 22,643 639,891 American Electric Power Co., Inc. 55,850 2,120,066 Cinergy Corp. 28,276 1,128,212 Edison International 45,644 1,997,381 Entergy Corp. 29,847 2,110,780 Exelon Corp. 95,314 4,959,187 FirstEnergy Corp. 46,217 2,195,308 FPL Group, Inc. 55,987 2,410,800 Pinnacle West Capital Corp. 13,545 565,639 PPL Corp. 53,831 1,687,064 Progress Energy, Inc. 35,748 1,558,255 Southern Co. (The) (a) 106,141 3,713,874 -------------- 25,086,457 -------------- ELECTRICAL EQUIPMENT (0.4%) American Power Conversion Corp. 25,225 539,563 Cooper Industries Ltd. Class A 12,995 921,216 Emerson Electric Co. 58,602 4,075,769 Rockwell Automation, Inc. 25,849 1,373,874 -------------- 6,910,422 -------------- </Table> <Table> <Caption> SHARES VALUE ELECTRONIC EQUIPMENT & INSTRUMENTS (0.3%) Agilent Technologies, Inc. (b) 70,226 $ 2,247,934 Jabil Circuit, Inc. (b) 25,679 766,518 Molex, Inc. 20,554 520,222 Sanmina-SCI Corp. (b) 73,265 267,417 Solectron Corp. (a)(b) 135,987 480,034 Symbol Technologies, Inc. 34,864 289,371 Tektronix, Inc. 12,538 288,123 -------------- 4,859,619 -------------- ENERGY EQUIPMENT & SERVICES (1.6%) Baker Hughes, Inc. 48,415 2,660,888 BJ Services Co. 45,489 1,580,743 Halliburton Co. 72,721 4,297,811 Nabors Industries Ltd. (b) 22,365 1,534,910 National-Oilwell Varco, Inc. (b) 24,641 1,539,323 Noble Corp. 19,424 1,250,517 Rowan Cos., Inc. 14,990 494,520 Schlumberger Ltd. (a) 83,670 7,594,726 Transocean, Inc. (b) 46,787 2,689,785 Weatherford International Ltd. (b) 19,723 1,234,660 -------------- 24,877,883 -------------- FOOD & STAPLES RETAILING (1.4%) Albertson's, Inc. (a) 51,569 1,294,898 Costco Wholesale Corp. 68,154 3,295,927 CVS Corp. 115,558 2,820,771 Kroger Co. (The) (b) 102,485 2,039,452 Safeway, Inc. (a) 62,657 1,457,402 SUPERVALU, Inc. 18,963 596,007 Sysco Corp. 89,125 2,843,979 Walgreen Co. 145,352 6,603,341 -------------- 20,951,777 -------------- FOOD PRODUCTS (1.1%) Archer-Daniels-Midland Co. 92,463 2,253,323 Campbell Soup Co. 26,249 763,846 ConAgra Foods, Inc. 72,189 1,679,838 General Mills, Inc. (a) 51,155 2,468,740 H.J. Heinz Co. 48,998 1,739,429 Hershey Co. (The) 26,133 1,485,138 Kellogg Co. 36,372 1,606,551 McCormick & Co., Inc. 18,955 574,147 Sara Lee Corp. 110,412 1,970,854 Tyson Foods, Inc. Class A 35,119 625,118 Wm. Wrigley Jr. Co. 25,578 1,777,671 -------------- 16,944,655 -------------- GAS UTILITIES (0.0%)++ Nicor, Inc. 6,182 242,334 Peoples Energy Corp. 5,341 198,685 -------------- 441,019 -------------- </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 53 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES (2.1%) Bausch & Lomb, Inc. 7,487 $ 555,461 Baxter International, Inc. 88,529 3,384,464 Becton, Dickinson & Co. 35,352 1,794,114 Biomet, Inc. 35,366 1,231,798 Boston Scientific Corp. (b) 84,005 2,110,206 C.R. Bard, Inc. 14,696 916,736 Fisher Scientific International, Inc. (b) 17,322 978,693 Guidant Corp. 46,970 2,959,110 Hospira, Inc. (b) 21,867 871,400 Medtronic, Inc. (a) 172,174 9,755,379 Millipore Corp. (b) 6,984 427,560 PerkinElmer, Inc. 18,105 399,577 St. Jude Medical, Inc. (b) 51,807 2,490,363 Stryker Corp. 41,331 1,697,464 Thermo Electron Corp. (a)(b) 22,445 677,615 Waters Corp.(b) 16,886 611,273 Zimmer Holdings, Inc. (b) 35,178 2,243,301 -------------- 33,104,514 -------------- HEALTH CARE PROVIDERS & SERVICES (3.0%) Aetna, Inc. 41,184 3,647,255 AmerisourceBergen Corp. (a) 14,732 1,123,610 Cardinal Health, Inc. 60,664 3,792,107 Caremark Rx, Inc. (b) 63,940 3,350,456 CIGNA Corp. 18,393 2,131,197 Coventry Health Care, Inc. (b) 22,528 1,216,287 Express Scripts, Inc. (b) 16,682 1,257,990 HCA, Inc. (a) 64,281 3,097,701 Health Management Associates, Inc. Class A (a) 34,153 731,216 Humana, Inc. (b) 22,541 1,000,595 IMS Health, Inc. 32,421 753,140 Laboratory Corp. of America Holdings (b) 18,946 914,145 Manor Care, Inc. 11,969 445,845 McKesson Corp. 43,852 1,992,196 Medco Health Solutions, Inc. (b) 43,276 2,445,094 Patterson Cos., Inc. (b) 19,600 811,048 Quest Diagnostics, Inc. 23,623 1,103,430 Tenet Healthcare Corp. (b) 65,570 552,099 UnitedHealth Group, Inc. 179,318 10,380,719 WellPoint, Inc. (b) 87,072 6,502,537 -------------- 47,248,667 -------------- HOTELS, RESTAURANTS & LEISURE (1.4%) Carnival Corp. 61,378 3,048,645 Darden Restaurants, Inc. 19,063 618,022 Harrah's Entertainment, Inc. 26,116 1,579,496 </Table> <Table> <Caption> SHARES VALUE HOTELS, RESTAURANTS & LEISURE (CONTINUED) Hilton Hotels Corp. 46,557 $ 905,534 International Game Technology (a) 48,246 1,278,037 Marriott International, Inc. Class A 24,387 1,453,953 McDonald's Corp. 177,953 5,623,315 Starbucks Corp. (b) 109,062 3,084,273 Starwood Hotels & Resorts Worldwide, Inc. 30,906 1,805,838 Wendy's International, Inc. 15,943 744,857 Yum! Brands, Inc. 40,794 2,075,191 -------------- 22,217,161 -------------- HOUSEHOLD DURABLES (0.7%) Black & Decker Corp. (The) 11,431 938,828 Centex Corp. 18,174 1,169,497 D.R. Horton, Inc. 37,991 1,165,944 Fortune Brands, Inc. 20,781 1,578,733 KB HOME (a) 11,001 718,915 Leggett & Platt, Inc. 26,745 535,970 Lennar Corp. Class A 19,000 1,056,020 Maytag Corp. 11,158 192,141 Newell Rubbermaid, Inc. 38,519 885,552 Pulte Homes, Inc. (a) 30,541 1,154,144 Snap-on, Inc. (a) 8,126 292,699 Stanley Works (The) 10,565 506,380 Whirlpool Corp. (a) 9,448 741,668 -------------- 10,936,491 -------------- HOUSEHOLD PRODUCTS (2.3%) Clorox Co. (The) 21,534 1,165,420 Colgate-Palmolive Co. 73,498 3,892,454 Kimberly-Clark Corp. 67,634 3,844,317 V Procter & Gamble Co. (The) 487,614 27,301,508 -------------- 36,203,699 -------------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.7%) AES Corp. (The) (b) 90,882 1,444,115 Calpine Corp. (a)(b) 75,269 179,140 Constellation Energy Group, Inc. 25,224 1,382,275 Duke Energy Corp. 131,526 3,482,808 Dynegy, Inc. Class A (a)(b) 46,359 205,834 TXU Corp. 34,126 3,438,195 -------------- 10,132,367 -------------- INDUSTRIAL CONGLOMERATES (4.4%) 3M Co. 108,796 8,266,320 V General Electric Co. (c) 1,504,719 51,025,021 Textron, Inc. 18,988 1,367,896 Tyco International Ltd. 287,757 7,593,907 -------------- 68,253,144 -------------- </Table> 54 MainStay S&P 500 Index Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- INSURANCE (4.7%) ACE Ltd. 44,930 $ 2,340,853 AFLAC, Inc. 71,362 3,409,676 Allstate Corp. (The) 93,425 4,931,906 Ambac Financial Group, Inc. 15,205 1,077,882 V American International Group, Inc. 368,898 23,904,590 Aon Corp. 44,361 1,501,620 Chubb Corp. (The) 28,245 2,625,938 Cincinnati Financial Corp. 24,857 1,057,665 Hartford Financial Services Group, Inc. (The) (a) 42,609 3,398,068 Jefferson-Pilot Corp. 19,150 1,050,952 Lincoln National Corp. 24,399 1,234,833 Loews Corp. 19,273 1,792,004 Marsh & McLennan Cos., Inc. (a) 76,147 2,219,685 MBIA, Inc. (a) 19,001 1,106,618 MetLife, Inc. 107,513 5,312,217 Progressive Corp. (The) 27,828 3,222,761 Prudential Financial, Inc. 73,274 5,333,614 SAFECO Corp. 17,756 989,009 St. Paul Travelers Cos., Inc. (The) 96,079 4,326,437 Torchmark Corp. 15,058 795,514 UnumProvident Corp. (a) 41,624 844,551 XL Capital Ltd. Class A 19,957 1,278,445 -------------- 73,754,838 -------------- INTERNET & CATALOG RETAIL (0.4%) eBay, Inc. (b) 157,860 6,251,256 -------------- INTERNET SOFTWARE & SERVICES (0.4%) Yahoo!, Inc. (b) 179,265 6,627,427 -------------- IT SERVICES (1.0%) Affiliated Computer Services, Inc. Class A (b) 17,682 956,773 Automatic Data Processing, Inc. 82,525 3,850,617 Computer Sciences Corp. (b) 26,650 1,365,813 Convergys Corp. (b) 19,905 323,456 Electronic Data Systems Corp. 72,484 1,689,602 First Data Corp. (a) 109,273 4,420,093 Fiserv, Inc. (b) 27,071 1,182,461 Paychex, Inc. 47,368 1,835,984 Sabre Holdings Corp. Class A 18,373 358,825 Unisys Corp. (b) 47,206 241,223 -------------- 16,224,847 -------------- </Table> <Table> <Caption> SHARES VALUE LEISURE EQUIPMENT & PRODUCTS (0.2%) Brunswick Corp. 13,539 $ 516,242 Eastman Kodak Co. (a) 40,100 878,190 Hasbro, Inc. 25,429 479,082 Mattel, Inc. 58,257 859,291 -------------- 2,732,805 -------------- MACHINERY (1.4%) Caterpillar, Inc. 96,102 5,054,004 Cummins, Inc. (a) 6,586 562,247 Danaher Corp. (a) 33,739 1,757,802 Deere & Co. (a) 34,508 2,093,945 Dover Corp. 28,511 1,111,359 Eaton Corp. 21,384 1,258,021 Illinois Tool Works, Inc. (a) 29,673 2,515,083 Ingersoll-Rand Co. Class A 48,458 1,831,228 ITT Industries, Inc. 13,160 1,337,056 Navistar International Corp. (b) 9,177 252,551 PACCAR, Inc. 24,356 1,705,407 Pall Corp. 17,390 454,922 Parker-Hannifin Corp. 16,843 1,055,719 -------------- 20,989,344 -------------- MEDIA (3.4%) Clear Channel Communications, Inc. 77,181 2,347,846 Comcast Corp. Class A (b) 312,016 8,683,405 Dow Jones & Co., Inc. (a) 8,371 283,861 Gannett Co., Inc. 35,132 2,201,371 Interpublic Group of Cos., Inc. (The) (b) 59,220 611,743 Knight-Ridder, Inc. (a) 9,859 526,273 McGraw-Hill Cos., Inc. (The) 53,156 2,601,455 Meredith Corp. 6,319 315,318 New York Times Co. (The) Class A (a) 20,384 555,260 News Corp. Class A 348,274 4,962,905 Omnicom Group, Inc. 25,992 2,156,296 Time Warner, Inc. 667,388 11,899,528 Tribune Co. (a) 37,727 1,188,778 Univision Communications, Inc. Class A (a)(b) 32,750 856,085 Viacom, Inc. Class B 225,544 6,985,098 Walt Disney Co. (The) 286,358 6,978,544 -------------- 53,153,766 -------------- METALS & MINING (0.7%) Alcoa, Inc. 123,993 3,011,790 Allegheny Technologies, Inc. 12,511 359,191 Freeport-McMoRan Copper & Gold, Inc. Class B 25,063 1,238,613 Newmont Mining Corp. 63,485 2,704,461 Nucor Corp. 22,370 1,338,845 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 55 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- METALS & MINING (CONTINUED) Phelps Dodge Corp. 13,772 $ 1,659,113 United States Steel Corp. (a) 15,996 584,334 -------------- 10,896,347 -------------- MULTILINE RETAIL (1.2%) Big Lots, Inc. (b) 15,833 183,188 Dillard's, Inc. Class A 9,932 205,692 Dollar General Corp. 45,621 886,872 Family Dollar Stores, Inc. (a) 23,444 519,050 Federated Department Stores, Inc. 37,653 2,310,765 J.C. Penney Co., Inc. 35,552 1,820,262 Kohl's Corp. (b) 48,987 2,357,744 Nordstrom, Inc. 31,441 1,089,431 Sears Holdings Corp. (a)(b) 14,529 1,747,112 Target Corp. 125,746 7,002,795 -------------- 18,122,911 -------------- MULTI-UTILITIES (1.1%) Ameren Corp. (a) 28,965 1,523,559 Centerpoint Energy, Inc. (a) 43,997 582,520 CMS Energy Corp. (b) 30,234 450,789 Consolidated Edison, Inc. (a) 34,750 1,581,125 Dominion Resources, Inc. 48,462 3,686,989 DTE Energy Co. 25,311 1,093,435 KeySpan Corp. 24,226 837,493 NiSource, Inc. 38,022 899,220 PG&E Corp. 53,068 1,930,614 Public Service Enterprise Group, Inc. 33,939 2,134,424 Sempra Energy 35,800 1,585,940 TECO Energy, Inc. 28,927 500,437 Xcel Energy, Inc. (a) 56,134 1,028,936 -------------- 17,835,481 -------------- OFFICE ELECTRONICS (0.1%) Xerox Corp. (b) 134,005 1,818,448 -------------- OIL, GAS & CONSUMABLE FUELS (7.8%) Amerada Hess Corp. 11,332 1,417,633 Anadarko Petroleum Corp. 33,558 3,044,046 Apache Corp. 46,720 2,982,138 Burlington Resources, Inc. 54,204 3,914,613 Chevron Corp. 319,689 18,244,651 ConocoPhillips 197,859 12,936,021 Devon Energy Corp. 64,468 3,892,578 El Paso Corp. 93,762 1,112,017 EOG Resources, Inc. (a) 34,168 2,315,907 V ExxonMobil Corp. 894,993 50,244,907 Kerr-McGee Corp. 16,265 1,383,176 </Table> <Table> <Caption> SHARES VALUE OIL, GAS & CONSUMABLE FUELS (CONTINUED) Kinder Morgan, Inc. (a) 13,577 $ 1,234,149 Marathon Oil Corp. 52,006 3,128,681 Murphy Oil Corp. 23,270 1,090,200 Occidental Petroleum Corp. 56,678 4,470,761 Sunoco, Inc. 19,460 1,449,770 Valero Energy Corp. 43,207 4,547,105 Williams Cos., Inc. (The) 79,777 1,779,027 XTO Energy, Inc. 50,606 2,199,337 -------------- 121,386,717 -------------- PAPER & FOREST PRODUCTS (0.4%) Georgia-Pacific Corp. 36,379 1,183,409 International Paper Co. 69,776 2,036,064 Louisiana-Pacific Corp. 15,499 386,390 MeadWestvaco Corp. 25,703 673,933 Weyerhaeuser Co. 34,788 2,203,472 -------------- 6,483,268 -------------- PERSONAL PRODUCTS (0.1%) Alberto-Culver Co. 10,681 463,662 Avon Products, Inc. 66,028 1,782,096 -------------- 2,245,758 -------------- PHARMACEUTICALS (6.4%) Abbott Laboratories 220,986 9,513,447 Allergan, Inc. 18,371 1,640,530 Bristol-Myers Squibb Co. 278,135 5,888,118 Eli Lilly & Co. (a) 161,183 8,025,302 Forest Laboratories, Inc. (b) 47,602 1,804,592 V Johnson & Johnson 422,900 26,481,998 King Pharmaceuticals, Inc. (b) 33,850 522,306 Merck & Co., Inc. 311,604 8,793,465 Mylan Laboratories, Inc. 30,472 585,367 V Pfizer, Inc. 1,048,057 22,784,759 Schering-Plough Corp. 209,922 4,269,814 Watson Pharmaceuticals, Inc. (b) 15,237 526,591 Wyeth 190,656 8,495,631 -------------- 99,331,920 -------------- REAL ESTATE (0.8%) Apartment Investment & Management Co. Class A 13,423 515,443 Archstone-Smith Trust 30,091 1,220,792 Equity Office Properties Trust 58,357 1,797,396 Equity Residential (a) 40,851 1,603,402 Plum Creek Timber Co., Inc. (a) 25,770 1,002,453 ProLogis 35,149 1,511,407 Public Storage, Inc. (a) 11,714 775,467 Simon Property Group, Inc. (a) 26,071 1,867,205 Vornado Realty Trust 16,740 1,355,940 -------------- 11,649,505 -------------- </Table> 56 MainStay S&P 500 Index Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- ROAD & RAIL (0.6%) Burlington Northern Santa Fe Corp. 52,925 $ 3,284,526 CSX Corp. 30,183 1,382,683 Norfolk Southern Corp. 57,546 2,313,349 Union Pacific Corp. 37,536 2,596,740 -------------- 9,577,298 -------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (3.1%) Advanced Micro Devices, Inc. (b) 55,142 1,280,397 Altera Corp. (a)(b) 52,122 867,831 Analog Devices, Inc. 52,854 1,838,262 Applied Materials, Inc. 230,627 3,777,670 Applied Micro Circuits Corp. (b) 43,143 105,269 Broadcom Corp. Class A (b) 40,739 1,729,778 Freescale Semiconductor, Inc. Class B (b) 56,199 1,342,032 Intel Corp. 866,209 20,355,912 KLA-Tencor Corp. 27,499 1,272,929 Linear Technology Corp. 43,011 1,428,395 LSI Logic Corp. (b) 53,904 437,161 Maxim Integrated Products, Inc. 46,637 1,617,371 Micron Technology, Inc. (b) 85,915 1,116,036 National Semiconductor Corp. 49,646 1,123,489 Novellus Systems, Inc. 19,542 427,188 NVIDIA Corp. (a)(b) 23,351 783,426 PMC-Sierra, Inc. (a)(b) 25,133 178,444 Teradyne, Inc. (a)(b) 27,245 368,897 Texas Instruments, Inc. 230,785 6,588,912 Xilinx, Inc. 48,816 1,169,143 -------------- 47,808,542 -------------- SOFTWARE (3.7%) Adobe Systems, Inc. (a) 69,906 2,254,469 Autodesk, Inc. 32,091 1,448,267 BMC Software, Inc. (b) 31,008 607,447 Citrix Systems, Inc. (b) 23,752 654,843 Computer Associates International, Inc. 66,188 1,851,278 Compuware Corp. (b) 54,267 439,020 Electronic Arts, Inc. (b) 43,048 2,448,570 Intuit, Inc. (b) 25,955 1,192,113 Mercury Interactive Corp. (b) 11,866 412,818 V Microsoft Corp. (c) 1,309,742 33,660,369 Novell, Inc. (b) 53,025 404,051 Oracle Corp. (b) 536,149 6,798,369 Parametric Technology Corp. (b) 37,862 246,482 </Table> <Table> <Caption> SHARES VALUE SOFTWARE (CONTINUED) Siebel Systems, Inc. 72,095 $ 746,183 Symantec Corp. (b) 170,285 4,061,297 -------------- 57,225,576 -------------- SPECIALTY RETAIL (3.3%) AutoNation, Inc. (b) 25,595 508,829 AutoZone, Inc. (b) 7,907 639,676 Bed Bath & Beyond, Inc. (b) 42,284 1,713,348 Best Buy Co., Inc. 57,526 2,546,101 Circuit City Stores, Inc. 23,361 415,592 Gap, Inc. (The) 82,345 1,422,922 Home Depot, Inc. (The) 304,268 12,487,159 Limited Brands, Inc. 49,626 993,016 Lowe's Cos., Inc. 110,830 6,735,139 Office Depot, Inc. (b) 44,929 1,236,895 OfficeMax, Inc. 9,769 273,727 RadioShack Corp. (a) 19,131 422,795 Sherwin-Williams Co. (The) 16,154 687,353 Staples, Inc. 103,879 2,361,170 Tiffany & Co. (a) 20,358 802,105 TJX Cos., Inc. (The) 67,306 1,449,098 Wal-Mart Stores, Inc. 355,129 16,801,153 -------------- 51,496,078 -------------- TEXTILES, APPAREL & LUXURY GOODS (0.4%) Coach, Inc. (b) 53,449 1,719,989 Jones Apparel Group, Inc. 17,146 467,743 Liz Claiborne, Inc. (a) 15,142 532,998 NIKE, Inc. Class B 27,154 2,282,294 Reebok International Ltd. 7,842 447,386 VF Corp. 12,679 662,478 -------------- 6,112,888 -------------- THRIFTS & MORTGAGE FINANCE (1.6%) Countrywide Financial Corp. 84,510 2,684,883 Fannie Mae 137,577 6,537,659 Freddie Mac 98,287 6,029,907 Golden West Financial Corp. (a) 36,309 2,132,428 MGIC Investment Corp. (a) 13,538 801,991 Sovereign Bancorp, Inc. 52,290 1,127,895 Washington Mutual, Inc. 141,475 5,602,410 -------------- 24,917,173 -------------- TOBACCO (1.6%) V Altria Group, Inc. 295,031 22,142,077 Reynolds American, Inc. (a) 12,154 1,033,090 UST, Inc. 23,099 956,068 -------------- 24,131,235 -------------- TRADING COMPANIES & DISTRIBUTORS (0.0%)++ Grainger (W.W.), Inc. 10,787 722,513 -------------- </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 57 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES (0.8%) Alltel Corp. 54,257 $ 3,356,338 Sprint Nextel Corp. 417,035 9,721,086 -------------- 13,077,424 -------------- Total Common Stocks (Cost $1,376,998,983) 1,548,265,139(i) -------------- <Caption> PRINCIPAL AMOUNT SHORT-TERM INVESTMENTS (8.0%) - -------------------------------------------------------------------------------- CERTIFICATE OF DEPOSIT (0.4%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (d)(e) $ 6,905,813 6,905,813 -------------- Total Certificate of Deposit (Cost $6,905,813) 6,905,813 -------------- COMMERCIAL PAPER (0.2%) Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (d) 2,301,938 2,301,938 National City Credit Corp. 3.72%, due 11/2/05 (c) 1,000,000 999,896 -------------- Total Commercial Paper (Cost $3,301,834) 3,301,834 -------------- <Caption> SHARES INVESTMENT COMPANY (2.2%) BGI Institutional Money Market Fund (d) 34,469,051 34,469,051 -------------- Total Investment Company (Cost $34,469,051) 34,469,051 -------------- <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (4.9%) Bank of the West (The) 4.02%, due 12/8/05 (d) $ 9,207,751 9,207,751 Barclays 3.92%, due 12/5/05 (d) 4,603,876 4,603,876 3.94%, due 11/28/05 (d) 6,905,813 6,905,813 Credit Suisse First Boston Corp. 3.74%, due 11/1/05 (d) 6,905,813 6,905,813 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE TIME DEPOSITS (CONTINUED) Deutsche Bank 3.95%, due 12/2/05 (d) $ 4,603,876 $ 4,603,876 First Tennessee National Corp. 3.88%, due 11/14/05 (d) 6,905,813 6,905,813 Fortis Bank 4.00%, due 12/12/05 (d) 6,905,813 6,905,813 Halifax Bank of Scotland 3.75%, due 11/1/05 (d) 6,905,813 6,905,813 Marshall & Ilsley Bank 3.97%, due 12/29/05 (d) 4,603,876 4,603,876 Societe Generale 3.77%, due 11/1/05 (d) 6,905,813 6,905,813 UBS AG 4.01%, due 12/13/05 (d) 4,603,876 4,603,876 Wells Fargo & Co. 4.00%, due 11/25/05 (d) 6,905,813 6,905,813 -------------- Total Time Deposits (Cost $75,963,946) 75,963,946 -------------- U.S. GOVERNMENT (0.3%) United States Treasury Bills 1.372%, due 2/9/06 (c) 200,000 197,416 3.63%, due 2/16/06 (c) 1,500,000 1,484,139 3.776%, due 2/9/06 (c) 2,200,000 2,177,182 -------------- Total U.S. Government (Cost $3,858,737) 3,858,737 -------------- Total Short-Term Investments (Cost $124,499,381) 124,499,381 -------------- Total Investments (Cost $1,501,498,364) (f) 107.6% 1,672,764,520(g) Liabilities in Excess of Cash and Other Assets (7.6) (117,896,055) ----------- -------------- Net Assets 100.0% $1,554,868,465 =========== ============== </Table> <Table> <Caption> UNREALIZED CONTRACTS APPRECIATION/ LONG (DEPRECIATION) (H) FUTURES CONTRACT (-0.0%)++ - ----------------------------------------------------------------------------- Standard & Poor's 500 Index December 2005 15 $ (96,352) Mini December 2005 6 1,667 ------------------- Total Futures Contract (Settlement Value $4,899,690) (i) $ (94,685) =================== </Table> 58 MainStay S&P 500 Index Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> ++ Less than one tenth of a percent. (a) Represents security, or a portion thereof, which is out on loan. (b) Non-income producing security. (c) Represents security, or a portion thereof, which is segregated or designated as collateral for futures contracts. (d) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (e) Floating rate. Rate shown is the rate in effect at October 31, 2005. (f) The cost for federal income tax purposes is $1,521,047,471. (g) At October 31, 2005 net unrealized appreciation was $151,717,049, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $271,605,950 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $119,888,901. (h) Represents the difference between the value of the contracts at the time they were opened and the value at October 31, 2005. (i) The combined market value of common stocks and settlement value of Standard & Poor's 500 Index futures contracts represents 99.9% of net assets. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 59 STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $1,501,498,364) including $115,816,857 market value of securities loaned $1,672,764,520 Cash 31,986 Receivables: Fund shares sold 1,677,601 Dividends and interest 1,425,761 Variation margin on futures contracts 39,012 Other assets 60,598 -------------- Total assets 1,675,999,478 -------------- LIABILITIES: Securities lending collateral 119,640,748 Payables: Fund shares redeemed 685,572 Manager 329,390 Shareholder communication 138,378 Transfer agent 119,985 Professional 115,713 NYLIFE Distributors 65,250 Custodian 13,128 Accrued expenses 22,849 -------------- Total liabilities 121,131,013 -------------- Net assets $1,554,868,465 ============== COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 500 million shares authorized: Class A $ 11,105 Class I 44,249 Additional paid-in capital 1,416,250,168 Accumulated undistributed net investment income 18,362,847 Accumulated net realized loss on investments and futures contracts (50,971,375) Net unrealized appreciation on investments and futures contracts 171,171,471 -------------- Net assets $1,554,868,465 ============== CLASS A Net assets applicable to outstanding shares $ 309,387,356 ============== Shares of capital stock outstanding 11,105,418 ============== Net asset value per share outstanding $ 27.86 Maximum sales charge (3.00% of offering price) 0.86 -------------- Maximum offering price per share outstanding $ 28.72 ============== CLASS I Net assets applicable to outstanding shares $1,245,481,109 ============== Shares of capital stock outstanding 44,249,289 ============== Net asset value and offering price per share outstanding $ 28.15 ============== </Table> 60 MainStay S&P 500 Index Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividends $ 28,248,416 Interest 3,187,344 Income from securities loaned--net 79,224 ------------- Total income 31,514,984 ------------- EXPENSES: Manager 5,494,727 Distribution/Service--Class A 761,670 Transfer agent--Class A 563,343 Transfer agent--Class I 39,743 Professional 325,015 Shareholder communication 182,121 Custodian 135,526 Directors 115,588 Registration 38,499 Miscellaneous 105,426 ------------- Total expenses before reimbursement 7,761,658 Expense reimbursement from Manager (2,020,606) ------------- Net expenses 5,741,052 ------------- Net investment income 25,773,932 ------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on: Security transactions (18,307,542) Futures transactions 7,400,833 ------------- Net realized loss on investments (10,906,709) ------------- Net change in unrealized appreciation on: Security transactions 98,156,550 Futures transactions (809,881) ------------- Net change in unrealized appreciation on investments 97,346,669 ------------- Net realized and unrealized gain on investments 86,439,960 ------------- Net increase in net assets resulting from operations $ 112,213,892 ============= </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 61 STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE IN NET ASSETS: Operations: Net investment income $ 25,773,932 $ 15,150,402 Net realized gain (loss) on investments (10,906,709) 2,084,240 Net change in unrealized appreciation on investments 97,346,669 76,378,479 ------------------------------- Net increase in net assets resulting from operations 112,213,892 93,613,121 ------------------------------- Dividends to shareholders: From net investment income: Class A (3,521,725) -- Class I (16,314,898) (9,637,543) Service Class -- (2,029,302) ------------------------------- Total dividends to shareholders (19,836,623) (11,666,845) ------------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 131,907,053 339,361,707 Class I 442,646,109 331,146,317 Service Class -- 16,110,983 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A 3,418,513 -- Class I 16,313,839 9,634,831 Service Class -- 2,029,023 ------------------------------- 594,285,514 698,282,861 Cost of shares redeemed: Class A (125,812,654) (65,366,049) Class I (268,830,636) (201,319,436) Service Class -- (225,114,946) ------------------------------- (394,643,290) (491,800,431) Increase in net assets derived from capital share transactions 199,642,224 206,482,430 ------------------------------- Net increase in net assets 292,019,493 288,428,706 NET ASSETS: Beginning of year 1,262,848,972 974,420,266 ------------------------------- End of year $1,554,868,465 $1,262,848,972 =============================== Accumulated undistributed net investment income at end of year $ 18,362,847 $ 12,428,343 =============================== </Table> 62 MainStay S&P 500 Index Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS I ---------------------------- ------------------------------------------------------------------ JANUARY 2, 2004* YEAR ENDED THROUGH OCTOBER 31, OCTOBER 31, YEAR ENDED OCTOBER 31, 2005 2004 2005 2004 2003 2002 2001 Net asset value at beginning of period $ 26.11 $ 25.46 $ 26.35 $ 24.43 $ 20.57 $ 25.84 $ 37.38 ----------- ----------- ---------- -------- -------- -------- -------- Net investment income 0.40(d) 0.20 0.48(d) 0.33 0.32(a) 0.31 0.30(a) Net realized and unrealized gain on investments 1.68 0.45 1.73 1.88 3.85 (3.86) (9.06) ----------- ----------- ---------- -------- -------- -------- -------- Total from investment operations 2.08 0.65 2.21 2.21 4.17 (3.55) (8.76) ----------- ----------- ---------- -------- -------- -------- -------- Less dividends and distributions: From net investment income (0.33) -- (0.41) (0.29) (0.31) (0.32) (0.36) From net realized gain on investments -- -- -- -- -- (1.40) (2.42) ----------- ----------- ---------- -------- -------- -------- -------- Total dividends and distributions -- -- (0.41) (0.29) (0.31) (1.72) (2.78) ----------- ----------- ---------- -------- -------- -------- -------- Net asset value at end of period $ 27.86 $ 26.11 $ 28.15 $ 26.35 $ 24.43 $ 20.57 $ 25.84 =========== =========== ========== ======== ======== ======== ======== Total investment return (b) 7.97% 2.55%(c) 8.42% 9.10% 20.59% (15.23)% (24.90)% Ratios (to average net assets)/ Supplemental Data: Net investment income 1.43%(d) 1.09%+ 1.86%(d) 1.38% 1.46% 1.31% 1.03% Net expenses 0.73% 0.59%+ 0.30% 0.30% 0.30% 0.30% 0.30% Expenses (before reimbursement) 0.87% 0.87%+ 0.44% 0.58% 0.61% 0.59% 0.57% Portfolio turnover rate 6% 2% 6% 2% 3% 4% 5% Net assets at end of period (in 000's) $309,387 $280,346 $1,245,481 $982,503 $777,843 $527,277 $612,937 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average shares outstanding during the period. (b) Total Return is calculated exclusive of sales charges. Class I is not subject to sales charges. (c) Total Return is not annualized. (d) Net investment income and the ratio of net investment income includes $0.07 and 0.26%, respectively, as a result of a special one time dividend from Microsoft Corp. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 63 MAINSTAY SMALL CAP OPPORTUNITY FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 15.92% 15.78% 13.92% Excluding sales charges 22.66 17.09 14.57 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY SMALL CAP LIPPER SMALL- OPPORTUNITY RUSSELL 2000 S&P SMALLCAP CAP VALUE FUND VALUE INDEX 600 INDEX S&P 500 INDEX FUNDS INDEX ----------- ------------ ------------ ------------- ------------- 10/31/95 9450 10000 10000 10000 10000 11703 11958 12046 12410 11702 16435 16403 15897 16394 15963 15778 15142 14139 20000 14029 16461 15250 15842 25134 14342 16730 17888 19844 26665 17072 16684 19454 18567 20024 18424 17627 18962 17865 16999 17891 24959 26602 23864 20535 25311 30024 31388 27868 22470 29644 10/31/05 36828 35480 32124 24429 34013 <Caption> RUSSELL 2000 INDEX ------------ 10/31/95 10000 11660 15081 13295 15272 17930 15653 13842 19845 22172 10/31/05 24851 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 16.59% 16.00% 13.53% Excluding sales charges 21.59 16.22 13.53 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY SMALL CAP LIPPER SMALL- OPPORTUNITY RUSSELL 2000 S&P SMALLCAP CAP VALUE FUND VALUE INDEX 600 INDEX S&P 500 INDEX FUNDS INDEX ----------- ------------ ------------ ------------- ------------- 10/31/95 10000 10000 10000 10000 10000 12274 11958 12046 12410 11702 17007 16403 15897 16394 15963 16127 15142 14139 20000 14029 16640 15250 15842 25134 14342 16774 17888 19844 26665 17072 16607 19454 18567 20024 18424 17410 18962 17865 16999 17891 24505 26602 23864 20535 25311 29248 31388 27868 22470 29644 10/31/05 35562 35480 32124 24429 34013 <Caption> RUSSELL 2000 INDEX ------------ 10/31/95 10000 11660 15081 13295 15272 17930 15653 13842 19845 22172 10/31/05 24851 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a max-imum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/Trustees. From inception (1/12/87) through 12/31/03, performance for Class A and B shares (each first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class A and B shares. Prior to 1/2/04, the Fund offered Class L shares, which were subject to a 1.00% sales charge and a 1.00% CDSC on redemptions within one year of purchase. From inception through 12/29/02, performance for Class L shares (first offered 12/30/02) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class L shares. Effective 1/02/04, all outstanding Class L shares of the Fund were converted to Class C shares, redesignated Class C shares, or both. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 64 MainStay Small Cap Opportunity Fund CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges 20.72% 16.25% 13.55% Excluding sales charges 21.72 16.25 13.55 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY SMALL CAP LIPPER SMALL- OPPORTUNITY RUSSELL 2000 S&P SMALLCAP CAP VALUE FUND VALUE INDEX 600 INDEX S&P 500 INDEX FUNDS INDEX ----------- ------------ ------------ ------------- ------------- 10/31/95 10000 10000 10000 10000 10000 12268 11958 12046 12410 11702 17007 16403 15897 16394 15963 16125 15142 14139 20000 14029 16654 15250 15842 25134 14342 16788 17888 19844 26665 17072 16606 19454 18567 20024 18424 17425 18962 17865 16999 17891 24547 26602 23864 20535 25311 29283 31388 27868 22470 29644 10/31/05 35643 35480 32124 24429 34013 <Caption> RUSSELL 2000 INDEX ------------ 10/31/95 10000 11660 15081 13295 15272 17930 15653 13842 19845 22172 10/31/05 24851 </Table> CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- 23.15% 17.45% 14.91% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY SMALL CAP LIPPER SMALL- OPPORTUNITY RUSSELL 2000 S&P SMALLCAP CAP VALUE FUND VALUE INDEX 600 INDEX S&P 500 INDEX FUNDS INDEX ----------- ------------ ------------ ------------- ------------- 10/31/95 10000 10000 10000 10000 10000 12415 11958 12046 12410 11702 17490 16403 15897 16394 15963 16855 15142 14139 20000 14029 17633 15250 15842 25134 14342 17962 17888 19844 26665 17072 17962 19454 18567 20024 18424 19011 18962 17865 16999 17891 27004 26602 23864 20535 25311 32600 31388 27868 22470 29644 10/31/05 40146 35480 32124 24429 34013 <Caption> RUSSELL 2000 INDEX ------------ 10/31/95 10000 11660 15081 13295 15272 17930 15653 13842 19845 22172 10/31/05 24851 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - ------------------------------------------------------------ Russell 2000(R) Value Index(1) 13.04% 14.68% 13.50% S&P 500(R) Index(2) 8.72 -1.74 9.34 Russell 2000(R) Index(3) 12.08 6.75 9.53 S&P SmallCap 600(R) Index(4) 15.27 10.11 12.38 Lipper Small-Cap Value Funds Index(5) 14.74 14.78 13.02 Average Lipper small-cap value fund(6) 13.61 14.12 12.63 </Table> 1. The Russell 2000(R) Value Index is an unmanaged index that measures the performance of those Russell 2000(R) companies with lower price-to-book ratios and lower forecasted growth values. Results assume reinvestment of all income and capital gains. The Russell 2000(R) Value Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 2. "S&P 500(R)" is a trademark of the McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Russell 2000(R) Index is an unmanaged index that measures the performance of the 2,000 smallest companies in the Russell 3000(R) Index, which, in turn, is an unmanagedindex that measures the performance of the 3,000 largest U.S. companies based on total market capitalization. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 4. S&P SmallCap 600(R) Index is an unmanaged market-value weighted index of 600 small-capitalization common stocks. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 5. The Lipper Small-Cap Value Funds Index is an unmanaged index that tracks the performance, after expenses, of the 30 largest small-company value funds. Results assume reinvestment of all dividend and capital-gain distributions. An investment cannot be made directly into an index. 6. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 65 COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY SMALL CAP OPPORTUNITY FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/01/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,139.80 $ 8.95 $1,016.70 $ 8.44 - ------------------------------------------------------------------------------------------------------------------------ CLASS B SHARES $1,000.00 $1,135.75 $12.97 $1,012.95 $12.23 - ------------------------------------------------------------------------------------------------------------------------ CLASS C SHARES $1,000.00 $1,136.35 $12.98 $1,012.95 $12.23 - ------------------------------------------------------------------------------------------------------------------------ CLASS I SHARES $1,000.00 $1,142.10 $ 6.26 $1,019.20 $ 5.90 - ------------------------------------------------------------------------------------------------------------------------ </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.66% for Class A, 2.41% for Class B and Class C, and 1.16% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). 66 MainStay Small Cap Opportunity Fund PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Common Stocks 99.1 Short-Term Investments (collateral from securities lending 17.3 is 17.3%) Liabilities in Excess of Cash and Other Assets (16.4) </Table> See Portfolio of Investments on page 70 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. Westar Energy, Inc. 2. Laidlaw International, Inc. 3. AmerUs Group Co. 4. Helmerich & Payne, Inc. 5. Overseas Shipholding Group, Inc. 6. Florida East Coast Industries, Inc. 7. Commerce Group, Inc. 8. Sunrise Senior Living, Inc. 9. Selective Insurance Group, Inc. 10. PNM Resources, Inc. </Table> www.MAINSTAYfunds.com 67 PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Kathy A. O'Connor and Jeffrey Sanders of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests at least 80% of its assets, in common and preferred stock of companies with market capitalizations that, at the time of investment, are similar to those of companies in the Russell 2000(R) Index, the S&P SmallCap 600(R) Index, or a universe selected from the smallest 2,000 companies of the largest 3,000 companies, ranked by market capitalization.(1) In implementing this strategy, the Fund focuses primarily on small-capitalization stocks that have strong or improving fundamental characteristics and have been overlooked by the market. The Fund uses a quantitative and statistical model to analyze the relative quality and price of the stocks. WHAT MAJOR FACTORS INFLUENCED THE STOCK AND BOND MARKETS DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? For the 12 months ended October 31, 2005, all broadly watched equity indices provided positive performance. Mid- and small-capitalization stocks generally outperformed their large-cap counterparts. The market favored value stocks over growth stocks at all capitalization levels. Despite wide fluctuations in crude-oil prices, instability in many regions of the world, and the devastation caused by hurricanes Katrina and Rita, the U.S. stock market posted significant gains during the 12 months ended October 31, 2005. The Federal Open Market Committee continued to raise its target for the federal funds rate, with eight 25-basis-point increases during the reporting period. (A basis point is one-hundredth of a percentage point.) At the end of October 2005, the target rate stood at 3.75%, its highest level in more than four years. Among the considerations that influenced the gradual tightening policy were mounting inflationary pressures, low unemployment, an upward path of record energy prices, and growing labor costs. HOW DID THE FUND PERFORM IN THIS MARKET ENVIRONMENT? All share classes of MainStay Small Cap Opportunity Fund outperformed the Russell 2000(R) Value Index(2), the Fund's primary benchmark for the 12 months ended October 31, 2005. Fund holdings in the energy, consumer discretionary, and materials sectors showed strong performance relative to related stocks in the Index. In addition to providing strong returns, the Fund's position in the energy sector was significantly overweighted, which enhanced the Fund's relative performance. WHICH SECTORS AND INDIVIDUAL STOCKS PROVIDED THE STRONGEST PERFORMANCE FOR THE FUND DURING THE 12-MONTH REPORTING PERIOD? For the 12 months ended October 31, 2005, the Fund's five strongest-performing sectors were energy, industrials, financials, consumer discretionary, and materials. Among the strongest individual contributors to the Fund's performance were independent energy company Vintage Petroleum, Massachusetts-based automobile insurance company Safety Insurance Group, property and casualty insurance company United Fire & Casualty, steel manufacturer and marketer Oregon Steel Mills, and energy company Frontier Oil. WHICH SECTORS AND INDIVIDUAL STOCKS DETRACTED FROM THE FUND'S PERFORMANCE? The Fund's five weakest-performing sectors during the 12-month reporting period were information technology, telecommunication services, health care, consumer staples, and utilities. The individual stock that made the greatest negative contribution to the Fund's performance was Doral Financial, a financial services company in Puerto Rico and New York City. The second-greatest negative contribution came from Hutchinson Technology, which manufactures and sells components of hard Stocks of small-capitalization companies may be subject to greater price volatility, significantly lower trading volumes, and greater spreads between bid and ask prices than stocks of larger companies. Small companies may be more vulnerable to adverse business or market developments than mid- or large-capitalization companies. Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. The Fund's use of securities lending presents the risk of default by the borrower, which may result in a loss to the Fund. The Fund may experience a portfolio turnover rate of 100% and may generate short-term capital gains which are taxable. 1. See footnote on page 65 for more information on the Russell 2000(R) Index and the S&P SmallCap 600(R) Index. 2. See footnote on page 65 for more information on the Russell 2000(R) Value Index. 68 MainStay Small Cap Opportunity Fund disk drives. Next was MRV Communications, which designs, manufactures, and sells network infrastructure equipment, followed by Komag, a producer of disks for disk drives, and by Universal American Financial, a holding company for specialty health and life insurance organizations. WERE THERE ANY SIGNIFICANT EQUITY PURCHASES OR SALES DURING THE REPORTING PERIOD? The Fund uses a proprietary model to select stocks that are relatively undervalued. One of the stocks the Fund purchased during the reporting period was SkyWest, which operates a regional airline in the United States. The Fund purchased the stock in July 2005. We established a position in Investment Technology Group, an investment brokerage trade-execution company, in June 2005 and added to the position in October 2005. The Fund also established a position in St. Mary Land & Exploration, an oil and gas company, in December 2004 and added to the position in October 2005. All three of these companies exhibited improving fundamentals and, according to our proprietary model, were relatively undervalued at the time of purchase. The Fund sells stocks that are no longer attractive according to the model. In July 2005, the Fund sold its entire position in Frontier Oil. In June and July, the Fund eliminated its entire position in Lufkin Industries, a producer of pumping units used to extract crude oil and fluids. In July, the Fund also sold its entire position in Cenveo, which provides communication solutions through print and electronic media. Our proprietary quantitative model indicated that all three of these stocks had become overvalued. DID THE FUND'S WEIGHTINGS CHANGE DURING THE REPORTING PERIOD? Weighting changes in the Fund result from a combination of security performance, industry performance, and the Fund's proprietary security selection process. During the reporting period, the Fund more than tripled its weighting in the utilities sector. The Fund's weighting in the energy sector, on the other hand, declined substantially from the beginning of the reporting period to the end of October 2005. HOW DID THE FUND'S WEIGHTINGS DIFFER FROM THOSE OF THE RUSSELL 2000(R) VALUE INDEX AT THE END OF THE REPORTING PERIOD? As of October 31, 2005, the Fund was overweighted relative to the Russell 2000(R) Value Index in the utilities, energy, and consumer staples sectors. As previously discussed, the Fund's overweighted position relative to the Russell 2000(R) Value Index in the energy sector had a positive impact on relative per- formance. As of the same date, the Fund was under- weighted in the information technology, financials, and materials sectors. Although the Fund had poor stock selection in the information technology sector, the Fund's underweighted position in the sector helped relative performance. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY SMALL CAP OPPORTUNITY FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 69 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE COMMON STOCKS (99.1%)+ - ------------------------------------------------------------------------------ AEROSPACE & DEFENSE (0.3%) DRS Technologies, Inc. 36,310 $ 1,788,631 ------------ AIRLINES (0.4%) SkyWest, Inc. 73,422 2,151,999 ------------ AUTO COMPONENTS (0.2%) R&B, Inc. (a) 110,628 1,227,971 ------------ CAPITAL MARKETS (0.7%) Apollo Investment Corp. 28,407 530,643 Capital Southwest Corp. 14,274 1,248,261 Investment Technology Group, Inc. (a) 72,575 2,359,413 ------------ 4,138,317 ------------ CHEMICALS (0.2%) H.B. Fuller Co. 40,827 1,223,585 ------------ COMMERCIAL BANKS (0.5%) ABC Bancorp 2,220 42,957 Citizens & Northern Corp. (b) 21,826 594,322 First Community Bancorp 19,745 993,568 First Indiana Corp. 48,493 1,695,315 ------------ 3,326,162 ------------ COMMERCIAL SERVICES & SUPPLIES (2.5%) Consolidated Graphics, Inc. (a) 18,447 719,249 Corrections Corp. of America (a) 154,829 6,174,581 FTI Consulting, Inc. (a)(b) 97,393 2,665,646 Hudson Highland Group, Inc. (a) 142,203 3,402,918 Pico Holdings, Inc. (a) 67,134 2,254,360 ------------ 15,216,754 ------------ COMMUNICATIONS EQUIPMENT (0.5%) Digi International, Inc. (a) 101,576 1,077,721 MRV Communications, Inc. (a) 1,167,174 2,252,646 ------------ 3,330,367 ------------ COMPUTERS & PERIPHERALS (1.9%) Hutchinson Technology, Inc. (a)(b) 199,898 4,957,470 Intergraph Corp. (a)(b) 4,664 225,644 Komag, Inc. (a)(b) 235,564 6,317,827 Tidel Technologies, Inc. (a) 11,241 2,979 ------------ 11,503,920 ------------ CONSTRUCTION & ENGINEERING (2.8%) Quanta Services, Inc. (a) 289,877 3,330,687 URS Corp. (a) 169,793 6,864,731 Washington Group International, Inc. (a)(b) 143,982 7,155,905 ------------ 17,351,323 ------------ CONSUMER FINANCE (0.5%) Advanta Corp. Class B 99,738 2,829,567 ------------ CONTAINERS & PACKAGING (0.8%) Greif, Inc. Class A 84,174 5,134,614 ------------ DISTRIBUTORS (0.8%) Building Material Holding Corp. 55,136 4,687,111 ------------ </Table> <Table> <Caption> SHARES VALUE DIVERSIFIED CONSUMER SERVICES (0.5%) Alderwoods Group, Inc. (a) 179,920 $ 2,831,941 ------------ DIVERSIFIED TELECOMMUNICATION SERVICES (0.2%) Talk America Holdings, Inc. (a)(b) 102,570 988,775 ------------ ELECTRIC UTILITIES (5.1%) Cleco Corp. 173,368 3,675,402 El Paso Electric Co. (a) 324,319 7,021,506 Empire District Electric Co. (The) (b) 73,029 1,475,186 Sierra Pacific Resources (a)(b) 558,366 7,230,840 V Westar Energy, Inc. 530,176 11,716,890 ------------ 31,119,824 ------------ ELECTRICAL EQUIPMENT (1.2%) General Cable Corp. (a) 55,480 901,550 Regal-Beloit Corp. (b) 192,906 6,140,198 ------------ 7,041,748 ------------ ENERGY EQUIPMENT & SERVICES (1.8%) V Helmerich & Payne, Inc. 172,723 9,568,854 SEACOR Holdings, Inc. (a) 15,871 1,136,840 ------------ 10,705,694 ------------ FOOD & STAPLES RETAILING (3.4%) Great Atlantic & Pacific Tea Co. (The) (a)(b) 60,599 1,702,226 Ingles Markets, Inc. Class A 241,428 3,891,819 Nash Finch Co. (b) 200,313 6,221,722 Performance Food Group Co. (a)(b) 266,937 7,364,792 Smart & Final, Inc. (a) 135,977 1,706,511 ------------ 20,887,070 ------------ </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. 70 MainStay Small Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - ------------------------------------------------------------------------------ FOOD PRODUCTS (2.4%) Chiquita Brands International, Inc. (b) 266,613 $ 7,361,185 Sanderson Farms, Inc. 40,765 1,406,800 Seaboard Corp. 4,324 6,144,404 ------------ 14,912,389 ------------ GAS UTILITIES (3.3%) Energen Corp. 144,355 5,427,748 New Jersey Resources Corp. 3,182 137,335 Northwest Natural Gas Co. 179,557 6,212,672 South Jersey Industries, Inc. 21,798 609,254 WGL Holdings, Inc. 241,112 7,493,761 ------------ 19,880,770 ------------ HEALTH CARE EQUIPMENT & SUPPLIES (0.6%) Viasys Healthcare, Inc. (a) 143,046 3,417,369 Vital Signs, Inc. 7,767 364,894 ------------ 3,782,263 ------------ HEALTH CARE PROVIDERS & SERVICES (5.8%) Alliance Imaging, Inc. (a) 195,824 1,353,144 Genesis HealthCare Corp. (a) 164,262 6,665,752 Gentiva Health Services, Inc. (a) 298,949 4,391,561 Kindred Healthcare, Inc. (a) 235,381 6,590,668 Medcath Corp. (a) 95,408 1,754,553 Sierra Health Services, Inc. (a) 83,922 6,294,150 V Sunrise Senior Living, Inc. (a)(b) 256,210 8,285,831 ------------ 35,335,659 ------------ HOTELS, RESTAURANTS & LEISURE (1.7%) Jack in the Box, Inc. (a) 90,138 2,677,099 LoneStar Steakhouse & Saloon, Inc. 74,280 1,917,167 O'Charley's, Inc. (a) 43,054 590,270 Vail Resorts, Inc. (a) 158,134 5,297,489 ------------ 10,482,025 ------------ HOUSEHOLD DURABLES (2.7%) Avatar Holdings, Inc. (a)(b) 13,187 747,044 Blount International, Inc. (a) 288,334 4,572,977 California Coastal Communities, Inc. (a) 103,782 3,705,017 National Presto Industries, Inc. 112,711 4,940,123 WCI Communities, Inc. (a)(b) 106,907 2,674,813 ------------ 16,639,974 ------------ INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (2.3%) Black Hills Corp. 165,512 6,880,334 Dynegy, Inc. Class A (a)(b) 1,563,107 6,940,195 ------------ 13,820,529 ------------ INSURANCE (17.3%) 21st Century Insurance Group 20,499 326,959 Allmerica Financial Corp. (a) 87,037 3,316,110 American Equity Investment Life Holding Co. (b) 307,645 3,580,988 American Physicians Capital, Inc. (a) 49,512 2,092,872 V AmerUs Group Co. 179,418 10,607,192 </Table> <Table> <Caption> SHARES VALUE INSURANCE (CONTINUED) Argonaut Group, Inc. (a) 219,874 $ 6,411,526 V Commerce Group, Inc. 154,934 8,803,350 Delphi Financial Group, Inc. Class A 32,136 1,505,250 FBL Financial Group, Inc. Class A 40,189 1,253,093 FPIC Insurance Group, Inc. (a) 61,002 2,296,725 Harleysville Group, Inc. 27,768 674,762 Horace Mann Educators Corp. 46,691 906,272 Kansas City Life Insurance Co. 10,492 535,092 LandAmerica Financial Group, Inc. (b) 119,606 7,554,315 Midland Co. (The) 23,486 887,066 National Western Life Insurance Co. Class A 5,841 1,182,861 Odyssey Re Holdings Corp. (b) 44,710 1,148,153 Ohio Casualty Corp. 283,512 7,734,207 Phoenix Cos., Inc. (The) (b) 293,438 3,800,022 RLI Corp. 118,983 6,395,336 Safety Insurance Group, Inc. 95,232 3,581,676 V Selective Insurance Group, Inc. (b) 146,224 8,029,160 Stewart Information Services Corp. 44,951 2,289,354 United Fire & Casualty Co. (b) 152,242 6,853,935 Universal American Financial Corp. (a) 440,153 6,514,264 Zenith National Insurance Corp. (b) 157,651 7,097,448 ------------ 105,377,988 ------------ INTERNET & CATALOG RETAIL (0.1%) Systemax, Inc. (a) 84,874 606,849 ------------ MACHINERY (2.9%) Circor International, Inc. 39,636 1,116,546 EnPro Industries, Inc. (a) 247,498 6,905,194 Gehl Co. (a) 13,487 309,796 NACCO Industries, Inc. Class A 58,230 6,761,085 Terex Corp. (a)(b) 52,358 2,878,119 ------------ 17,970,740 ------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 71 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - ------------------------------------------------------------------------------ MEDIA (1.4%) Carmike Cinemas, Inc. 8,770 $ 193,642 Lin TV Corp. Class A (a) 99,155 1,272,159 RCN Corp. (a)(b) 221,932 4,505,220 Scholastic Corp. (a) 69,768 2,270,948 ------------ 8,241,969 ------------ METALS & MINING (1.9%) A.M. Castle & Co. (a) 135,118 2,692,902 Commercial Metals Co. 58,361 1,855,296 Ryerson Tull, Inc. (b) 261,726 5,284,248 Steel Technologies, Inc. 60,807 1,593,751 ------------ 11,426,197 ------------ MULTILINE RETAIL (0.3%) Dillard's, Inc. Class A 92,875 1,923,441 ------------ MULTI-UTILITIES (1.3%) V PNM Resources, Inc. 307,364 7,791,677 ------------ OIL, GAS & CONSUMABLE FUELS (8.0%) Cabot Oil & Gas Corp. 14,736 674,761 Callon Petroleum Co. (a) 268,128 4,906,742 Cimarex Energy Co. (a)(b) 98,840 3,880,458 Encore Acquisition Co. (a) 139,875 4,799,111 Giant Industries, Inc. (a) 102,130 5,840,815 V Overseas Shipholding Group, Inc. 192,781 9,176,376 </Table> <Table> <Caption> SHARES VALUE OIL, GAS & CONSUMABLE FUELS (CONTINUED) Petroleum Development Corp. (a) 28,928 $ 971,402 Remington Oil & Gas Corp. (a) 38,710 1,354,850 St. Mary Land & Exploration Co. 166,386 5,658,788 Swift Energy Co. (a)(b) 90,500 3,951,230 USEC, Inc. 78,173 781,730 Vintage Petroleum, Inc. 125,639 6,519,408 ------------ 48,515,671 ------------ REAL ESTATE (5.2%) American Home Mortgage Investment Corp. (b) 248,739 6,723,415 Arbor Realty Trust, Inc. 134,167 3,536,642 Capital Trust, Inc. Class A 24,443 748,445 Commercial Net Lease Realty, Inc. 104,565 2,026,470 CRIIMI MAE, Inc. (a) 192,350 3,768,137 FelCor Lodging Trust, Inc. (a)(b) 232,343 3,466,558 Gramercy Capital Corp. 31,302 738,414 LaSalle Hotel Properties 166,638 5,897,319 Luminent Mortgage Capital, Inc. 224,242 1,565,209 Trammell Crow Co. (a) 119,254 3,049,325 ------------ 31,519,934 ------------ ROAD & RAIL (5.4%) Amerco, Inc. 6,490 378,562 Dollar Thrifty Automotive Group, Inc. (a) 133,113 5,018,360 V Florida East Coast Industries, Inc. 202,649 8,833,470 Kansas City Southern (a)(b) 231,600 5,132,256 V Laidlaw International, Inc. 479,311 10,899,532 RailAmerica, Inc. (a) 215,259 2,550,819 ------------ 32,812,999 ------------ SOFTWARE (2.1%) Reynolds & Reynolds Co. (The) Class A 57,768 1,533,163 Take-Two Interactive Software, Inc. (a)(b) 288,081 5,948,873 THQ, Inc. (a) 235,612 5,461,486 ------------ 12,943,522 ------------ SPECIALTY RETAIL (3.1%) Asbury Automotive Group, Inc. (a) 7,284 123,100 Burlington Coat Factory Warehouse Corp. 167,376 6,454,019 Payless ShoeSource, Inc. (a) 153,101 2,812,465 Rent-Way, Inc. (a) 159,214 982,350 Sports Authority, Inc. (The) (a)(b) 145,571 4,052,697 Stage Stores, Inc. 109,156 3,025,804 United Auto Group, Inc. 49,227 1,660,427 ------------ 19,110,862 ------------ TEXTILES, APPAREL & LUXURY GOODS (1.8%) Brown Shoe Co., Inc. 59,570 1,934,238 Hartmarx Corp. (a) 130,680 912,146 Phillips-Van Heusen Corp. 31,837 905,763 Stride Rite Corp. 73,615 958,467 Warnaco Group, Inc. (The) (a) 279,327 6,335,136 ------------ 11,045,750 ------------ THRIFTS & MORTGAGE FINANCE (3.7%) Corus Bankshares, Inc. (b) 71,672 3,934,793 Doral Financial Corp. (b) 640,907 5,486,164 Downey Financial Corp. 117,637 7,169,975 FirstFed Financial Corp. (a) 49,472 2,646,257 Franklin Bank Corp. (a) 31,019 535,078 ITLA Capital Corp. (a) 38,601 1,921,172 TierOne Corp. 40,124 1,133,904 ------------ 22,827,343 ------------ TRADING COMPANIES & DISTRIBUTORS (1.4%) GATX Corp. 207,669 7,760,591 Huttig Building Products, Inc. (a) 110,059 935,502 ------------ 8,696,093 ------------ </Table> 72 MainStay Small Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - ------------------------------------------------------------------------------ WIRELESS TELECOMMUNICATION SERVICES (0.1%) Price Communications Corp. (a) 37,373 $ 568,817 ------------ Total Common Stocks (Cost $569,186,403) 603,718,834 ------------ <Caption> PRINCIPAL AMOUNT SHORT-TERM INVESTMENTS (17.3%) - ------------------------------------------------------------------------------ CERTIFICATE OF DEPOSIT (1.4%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (c)(d) $ 8,643,052 8,643,052 ------------ Total Certificate of Deposit (Cost $8,643,052) 8,643,052 ------------ COMMERCIAL PAPER (1.0%) Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (c) 5,646,506 5,646,506 ------------ Total Commercial Paper (Cost $5,646,506) 5,646,506 ------------ <Caption> SHARES INVESTMENT COMPANY (2.6%) BGI Institutional Money Market Fund (c) 15,926,482 15,926,482 ------------ Total Investment Company (Cost $15,926,482) 15,926,482 ------------ <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (12.3%) Bank of the West (The) 4.02%, due 12/8/05 (c) $11,524,070 11,524,070 Barclays 3.92%, due 12/5/05 (c) 5,762,035 5,762,035 3.94%, due 11/28/05 (c) 5,762,035 5,762,035 Credit Suisse First Boston, Inc. 3.74%, due 11/1/05 (c) 8,643,052 8,643,052 Deutsche Bank 3.95%, due 12/2/05 (c) 5,762,035 5,762,035 First Tennessee National Corp. 3.88%, due 11/14/05 (c) 5,762,034 5,762,034 Halifax Bank of Scotland 3.75%, due 11/1/05 (c) 5,762,035 5,762,035 Marshall & Ilsley Bank 3.97%, due 12/29/05 (c) 5,762,035 5,762,035 Societe Generale 3.77%, due 11/1/05 (c) 8,643,052 8,643,052 UBS AG 4.01%, due 12/13/05 (c) 5,762,035 5,762,035 Wells Fargo & Co. 4.00%, due 11/25/05 (c) 5,762,035 5,762,035 ------------ Total Time Deposits (Cost $74,906,453) 74,906,453 ------------ Total Short-Term Investments (Cost $105,122,493) 105,122,493 ------------ Total Investments (Cost $674,308,896) (e) 116.4% 708,841,327(f) Liabilities in Excess of Cash and Other Assets (16.4) (99,811,770) ----------- ------------ Net Assets 100.0% $609,029,557 =========== ============ </Table> <Table> (a) Non-income producing security. (b) Represents security, or a portion thereof, which is out on loan. (c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (d) Floating rate. Rate shown is the rate in effect at October 31, 2005. (e) The cost for federal income tax purposes is $677,951,678. (f) At October 31, 2005 net unrealized appreciation was $30,889,649, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $58,050,718 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $27,161,069. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 73 STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $674,308,896) including $100,916,164 market value of securities loaned $708,841,327 Cash 8,410,453 Receivables: Fund shares sold 6,473,563 Investment securities sold 4,555,220 Dividends and interest 494,008 Other assets 50,794 ------------- Total assets 728,825,365 ------------- LIABILITIES: Securities lending collateral 105,122,493 Payables: Investment securities purchased 12,960,367 Fund shares redeemed 791,344 Manager 491,331 Transfer agent 186,444 NYLIFE Distributors 113,905 Shareholder communication 56,820 Custodian 3,528 Accrued expenses 69,576 ------------- Total liabilities 119,795,808 ------------- Net assets $609,029,557 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.01 per share) 1 billion shares authorized Class A $ 99,296 Class B 25,281 Class C 25,182 Class I 160,462 Additional paid-in capital 514,297,631 Accumulated undistributed net realized gain on investments 59,889,274 Net unrealized appreciation on investments 34,532,431 ------------- Net assets $609,029,557 ============= CLASS A Net assets applicable to outstanding shares $194,615,349 ============= Shares of capital stock outstanding 9,929,568 ============= Net asset value per share outstanding $ 19.60 Maximum sales charge (5.50% of offering price) 1.14 ------------- Maximum offering price per share outstanding $ 20.74 ============= CLASS B Net assets applicable to outstanding shares $ 48,496,182 ============= Shares of capital stock outstanding 2,528,141 ============= Net asset value and offering price per share outstanding $ 19.18 ============= CLASS C Net assets applicable to outstanding shares $ 48,315,601 ============= Shares of capital stock outstanding 2,518,225 ============= Net asset value and offering price per share outstanding $ 19.19 ============= CLASS I Net assets applicable to outstanding shares $317,602,425 ============= Shares of capital stock outstanding 16,046,216 ============= Net asset value and offering price per share outstanding $ 19.79 ============= </Table> 74 MainStay Small Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividends $ 4,608,908 Interest 144,077 Income from securities loaned--net 72,857 ------------ Total income 4,825,842 ------------ EXPENSES: Manager 4,014,003 Transfer agent--Classes A, B and C 414,410 Transfer agent--Class I 155,159 Distribution--Class B 252,262 Distribution--Class C 151,684 Distribution/Service--Class A 201,059 Service--Class B 84,087 Service--Class C 50,561 Professional 110,485 Shareholder communication 92,412 Registration 65,641 Custodian 65,136 Trustees 28,629 Miscellaneous 28,088 ------------ Net expenses 5,713,616 ------------ Net investment loss (887,774) ------------ REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 61,067,318 Net change in unrealized appreciation on investments 2,629,815 ------------ Net realized and unrealized gain on investments 63,697,133 ------------ Net increase in net assets resulting from operations $62,809,359 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 75 STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE IN NET ASSETS: Operations: Net investment income (loss) $ (887,774) $ 498,063 Net realized gain on investments 61,067,318 40,242,703 Net change in unrealized appreciation on investments 2,629,815 (4,766,868) ----------------------------- Net increase in net assets resulting from operations 62,809,359 35,973,898 ----------------------------- Dividends and distributions to shareholders: From net investment income: Class I -- (529,938) Service Class -- (2,449) From net realized gain on investments: Class A (5,109,697) -- Class B (2,976,305) -- Class C (1,216,425) (69) Class I (31,247,732) (8,783,780) Service Class -- (58,903) ----------------------------- Total dividends and distributions to shareholders (40,550,159) (9,375,139) ----------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 186,567,392 26,466,450 Class B 32,762,708 15,449,601 Class C 44,287,573 5,487,844 Class I 156,616,407 120,485,449 Service Class -- 150,100 </Table> <Table> <Caption> 2005 2004 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions: Class A $ 3,678,131 $ -- Class B 2,891,437 -- Class C 864,881 69 Class I 29,358,441 8,970,892 Service Class -- 61,284 ----------------------------- 457,026,970 177,071,689 Cost of shares redeemed: Class A (23,646,858) (2,619,360) Class B (3,927,509) (1,096,142) Class C (3,193,494) (189,760) Class I (79,008,062) (123,333,409) Service Class -- (1,347,714) ----------------------------- (109,775,923) (128,586,385) Increase in net assets derived from capital share transactions 347,251,047 48,485,304 ----------------------------- Net increase in net assets 369,510,247 75,084,063 NET ASSETS: Beginning of year 239,519,310 164,435,247 ----------------------------- End of year $ 609,029,557 $ 239,519,310 ============================= </Table> 76 MainStay Small Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. This page intentionally left blank www.MAINSTAYfunds.com 77 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C ---------------------------- ---------------------------- ------------------------------- JANUARY 2, JANUARY 2, 2004** 2004** YEAR ENDED THROUGH YEAR ENDED THROUGH YEAR ENDED OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 2005 2004 Net asset value at beginning of period $ 18.58 $ 16.78 $ 18.38 $ 16.71 $ 18.37 $16.15 ----------- ----------- ----------- ----------- ----------- ----------- Net investment income (loss) (e) (0.08) (0.09) (0.22) (0.19) (0.22) (0.25) Net realized and unrealized gain (loss) on investments 4.01 1.89 3.93 1.86 3.95 3.28 ----------- ----------- ----------- ----------- ----------- ----------- Total from investment operations 3.93 1.80 3.71 1.67 3.73 3.03 ----------- ----------- ----------- ----------- ----------- ----------- Less dividends and distributions: From net investment income -- -- -- -- -- -- From net realized gain on investments (2.91) -- (2.91) -- (2.91) (0.81) ----------- ----------- ----------- ----------- ----------- ----------- Total dividends and distributions (2.91) -- (2.91) -- (2.91) (0.81) ----------- ----------- ----------- ----------- ----------- ----------- Net asset value at end of period $ 19.60 $ 18.58 $ 19.18 $ 18.38 $ 19.19 $18.37 =========== =========== =========== =========== =========== =========== Total investment return (b) 22.66% 10.73%(c) 21.59% 9.99%(c) 21.72% 19.29% Ratios (to average net assets)/ Supplemental Data: Net investment income (loss) (0.44%) (0.36%)++ (1.19%) (1.12%)++ (1.19%) (1.13%) Net expenses 1.66% 1.87% ++# 2.41% 2.62% ++# 2.41% 2.62% # Expenses (before reimbursement) 1.66% 1.87% ++# 2.41% 2.62% ++# 2.41% 2.62% # Portfolio turnover rate 159% 132% 159% 132% 159% 132% Net assets at end of period (in 000's) $194,615 $24,621 $48,496 $14,905 $48,316 $5,518 <Caption> CLASS C ------------ DECEMBER 30, 2002** THROUGH OCTOBER 31, 2003 Net asset value at beginning of period $11.46 ------------ Net investment income (loss) (e) (0.05) Net realized and unrealized gain (loss) on investments 4.74 ------------ Total from investment operations 4.69 ------------ Less dividends and distributions: From net investment income -- From net realized gain on investments -- ------------ Total dividends and distributions -- ------------ Net asset value at end of period $16.15 ============ Total investment return (b) 40.92%(c) Ratios (to average net assets)/ Supplemental Data: Net investment income (loss) (0.47%)++ Net expenses 2.27% ++# Expenses (before reimbursement) 2.34% ++# Portfolio turnover rate 135% Net assets at end of period (in 000's) $ 2 </Table> <Table> * The Fund changed its fiscal year end from December 31 to October 31. ** Commencement of operations. + Less than 0.01% of average net assets. ++ Annualized. # Includes transfer agent fees paid indirectly which amounted to 0.02%, 0.08%, 0.07% and 0.08% of average net assets for the years or periods ended October 31, 2004, October 31, 2003, October 31, 2002 and October 31, 2001, respectively, and custodian fees and other expenses paid indirectly which amounted to 0.02% of average net assets for the year ended December 31, 2000 and less than 0.01% of average net assets for the years indicated. (a) Less than one cent per share. (b) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (c) Total return is not annualized. (d) Restated. (e) Per share data based on average shares outstanding during the period. </Table> 78 MainStay Small Cap Opportunity Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I ------------------------------------------------------------------------------------- JANUARY 1, 2001* THROUGH YEAR ENDED YEAR ENDED OCTOBER 31, OCTOBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 2000 $ 18.67 $ 16.26 $ 11.58 $ 11.04 $ 10.65 $ 11.76 -------- -------- -------- -------- ----------- ------------ 0.01(e) 0.06(e) 0.07(e) 0.15 0.08 (0.00)(a) 4.02 3.21 4.74 0.50 0.31 (1.11) -------- -------- -------- -------- ----------- ------------ 4.03 3.27 4.81 0.65 0.39 (1.11) -------- -------- -------- -------- ----------- ------------ -- (0.05) (0.13) (0.11) -- -- (2.91) (0.81) -- -- -- -- -------- -------- -------- -------- ----------- ------------ (2.91) (0.86) (0.13) (0.11) -- -- -------- -------- -------- -------- ----------- ------------ $ 19.79 $ 18.67 $ 16.26 $ 11.58 $ 11.04 $ 10.65 ======== ======== ======== ======== =========== ============ 23.15% 20.72% 42.04% 5.84% 3.66%(c) (9.44%) 0.06% 0.32% 0.53% 1.08% 0.70%++ (0.00%)+ 1.16% 1.18%# 1.27%# 1.26%# 1.23%(d)++# 1.21%# 1.16% 1.18%# 1.34%# 1.27%# 1.23%(d)++# 1.21%# 159% 132% 135% 103% 77% 105% $317,602 $194,476 $163,362 $111,181 $108,105 $157,630 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 79 MAINSTAY CASH RESERVES FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. CLASS I SHARES(1)--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 2.42% 2.06% 3.67% </Table> 7-DAY CURRENT YIELD: 3.38% (PERFORMANCE GRAPH) <Table> <Caption> AVERAGE LIPPER INSTITUTIONAL MAINSTAY CASH RESERVES FUND MONEY MARKET FUND --------------------------- ---------------------------- 10/31/95 10000 10000 10518 10531 11067 11095 11655 11695 12216 12266 12947 13012 13551 13628 13774 13861 13889 13994 13996 14121 10/31/05 14335 14485 </Table> SWEEP SHARES CLASS SHARES(1)--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 1.91% 1.55% 3.11% </Table> 7-DAY CURRENT YIELD: 2.88% (PERFORMANCE GRAPH) <Table> <Caption> AVERAGE LIPPER INSTITUTIONAL MAINSTAY CASH RESERVES FUND MONEY MARKET FUND --------------------------- ---------------------------- 10/31/95 10000 10000 10439 10531 10926 11095 11449 11695 11927 12266 12578 13012 13100 13628 13249 13861 13293 13994 13328 14121 10/31/05 13583 14485 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - ----------------------------------------------------------------------------- Average Lipper institutional money market fund(2) 2.48% 2.12% 3.77% </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price and reinvestment of dividend and capital-gain distributions. The graphs assume an initial investment of $10,000. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fees, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Sweep Shares Class shares are sold with no initial sales charge or CDSC, have an annual 12b-1 fee of .25%, and are available only through financial institutions participating in a sweep account arrangement. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/Trustees. From inception (1/2/91) through 12/7/98, performance for the Sweep Shares Class shares (first offered 12/8/98) includes the performance of Class I shares. 1. As of 10/31/05, MainStay Cash Reserves Fund had an effective 7-day yield of 3.44% and a 7-day current yield of 3.38% for Class I shares and an effective 7-day yield of 2.93% and a 7-day current yield of 2.88% for Sweep Shares Class shares. These yields reflect certain expense limitations. Had these expense limitations not been in effect, the effective 7-day yield and the 7-day current yield would have been 3.39% and 3.33% for Class I shares and 2.88% and 2.83% for Sweep Shares Class shares. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/Trustees. The current yield is more reflective of the Fund's earnings than the total return. 2. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. The average Lipper institutional money market fund is considered to be the Fund's broad-based securities-market index for comparison purposes. 80 MainStay Cash Reserves Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY CASH RESERVES FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $$1,014.80 $2.54 $1,022.50 $2.55 - -------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,012.30 $5.07 $1,020.00 $5.09 - -------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (0.50% for Class I, and 1.00% for Sweep Shares Class) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). www.MAINSTAYfunds.com 81 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Commercial Paper 63 Corporate Bonds 16.7 Repurchase Agreements 9.6 Federal Agencies 5.1 Certificates of Deposit 4 Asset-Backed Securities 1.2 Cash and Other Assets Less Liabilities 0.4 </Table> See Portfolio of Investments on page 85 for specific holdings within these categories. 82 MainStay Cash Reserves Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Mark C. Boyce and David E. Clement, CFA, of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund invests in high-quality, short-term securities that are denominated in U.S. dollars and mature in 13 months or less. The dollar-weighted average maturity of the Fund's investment portfolio will not exceed 90 days. The Fund may invest in obligations issued or guaranteed by of the U.S. government and its agencies or instrumentalities. It may also invest in CDs, bankers' acceptances, commercial paper, loans to U.S. and foreign issuers and securities of foreign branches of U.S. banks, time deposits, repurchase agreements, and corporate debt securities. The Fund's investments may also include variable-rate notes, floaters, and asset-backed securities. WHAT MAJOR FACTORS INFLUENCED THE MONEY MARKETS DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? The most significant factor affecting the money markets continued to be the Federal Reserve's action to tighten the money supply. During the reporting period, the Federal Open Market Committee increased the targeted federal funds rate eight times--with a 25-basis-point hike on each occasion. (A basis point is one-hundredth of a percentage point.) The FOMC moves brought the targeted federal funds rate from 1.75% at the beginning of the reporting period to 3.75% at the end of October 2005. On November 1, 2005, just after the end of the reporting period, the Federal Reserve raised rates an additional 25 basis points to 4.00%. DID YOU ADJUST THE FUND'S DURATION IN LIGHT OF THE FEDERAL OPEN MARKET COMMITTEE'S RATE HIKES? During the reporting period, we made a conscious decision to shorten the Fund's duration. On October 31, 2005, the Fund had a duration of 40 days, compared to 49 days on October 31, 2004. The shorter duration helped the Fund's performance by allowing the portfolio to react more quickly to interest-rate changes. When rates move higher, a shorter duration enables the Fund's yield to move higher more quickly than it could if the duration were longer. DID THE SHAPE OF THE MONEY-MARKET YIELD CURVE INFLUENCE THE FUND'S INVESTMENT DECISIONS? The money-market yield curve, measured as the difference between one-month LIBOR(1) and 12-month LIBOR, maintained an upward slope throughout the period. Generally, the difference was fairly steady--between 55 basis points and 70 basis points--and the average spread differential was 66 basis points during the reporting period. There was, however, a spike during the first calendar quarter of 2005, when the difference reached 100 basis points. This upward-sloping curve led the Fund to invest in securities with longer maturities in hopes of securing higher yields. If the Federal Reserve continues to tighten monetary policy, however, these investments could become a drag on the Fund's yield. HOW DID THE FUND INVEST DURING THE REPORTING PERIOD? We sought to increase the Fund's yield by purchasing various securities with longer-term maturities. We used a number of corporate issuers that also allowed the Fund to increase its exposure to the industrial sector. Key corporate industrial investments included securities issued by 3M, Honeywell International, Pitney Bowes, Alabama Power, General Dynamics, and Nike. General Dynamics and Nike are noteworthy because these issuers are seldom seen in the commercial-paper market. In addition, the Fund's performance was bolstered by investments in floating-rate securities of such issuers as General Electric Capital, J.P. Morgan Chase, TIAA Global Markets, and Union Bank of Switzerland. Other longer-maturity investments were made in the agency coupon sector. Agency debentures generally trade at slightly lower prices than their agency discount-note counterparts. During the reporting period, the Fund invested in debentures of the Federal Home Loan Bank, the Federal Farm Credit Bank, and the Federal Agricultural Mortgage Association. AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. These risks are likely to be greater in emerging markets than in developed markets. The Fund may invest in derivatives, which may increase the volatility of the Fund's net asset value and may result in a loss to the Fund. 1. The London interbank offered rate (LIBOR) is a floating interest rate that is widely used as a base rate in bank, corporate, and government lending agreements. www.MAINSTAYfunds.com 83 Other significant Fund purchases included a number of investments in the domestic bank sector. These securities allowed the Fund to diversify away from the commercial paper market. Domestic names are generally a bit more expensive than their Yankee bank counterparts. The Fund, however, was able to purchase the following securities at little or no concession: Marshall & Ilsley Bank, Wachovia Bank, SunTrust Banks, National City Bank, and Manufacturer's & Traders Trust Company. We continued to comb the structured products sector for value. During the reporting period, we invested in a number of asset-backed securities, including issues from USAA Auto Owner Trust, Wachovia Auto Owner Trust, Nissan Auto Receivables Owner Trust, Caterpillar Financial Asset Trust, and John Deere Owner Trust. These securities fit the Fund's portfolio well. Their monthly cash flows can be reinvested at current market rates, which is beneficial when interest rates are rising. The securities are, however, subject to prepayments, and slower prepayments could hinder the performance of the Fund. Consequently, we focused our attention on collateral diversification in this sector (automobiles, farm equipment, and heavy equipment) and on different types of originators (captive finance, banks, and insurance companies). DID THE FUND CHANGE ITS ASSET CLASS WEIGHTINGS? During the 12-month reporting period, we took on meaningful exposure to repurchase agreements in the Fund. We used repurchase agreements to increase the Fund's overnight exposure, which shortened duration and allowed the Fund to react more quickly to rising interest rates. These instruments had the additional benefit of allowing us to look through to the underlying collateral for exposure purposes (in this case, government agency securities). We also significantly increased the Fund's exposure to the corporate bond sector. To accomplish these changes, we reduced the Fund's commercial paper exposure. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY CASH RESERVES FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. 84 MainStay Cash Reserves Fund PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> PRINCIPAL AMORTIZED AMOUNT COST SHORT-TERM INVESTMENTS (99.6%)+ - ------------------------------------------------------------------------------ ASSET-BACKED SECURITIES (1.2%) Capital One Auto Finance Trust Series 2005-BSS, Class A1 3.34%, due 6/15/06 $ 1,001,744 $ 1,001,744 Caterpillar Financial Asset Trust Series 2005-A, Class A1 3.206%, due 4/25/06 1,310,910 1,310,910 John Deere Owner Trust Series 2005-A1, Class A1 3.396%, due 6/15/06 1,104,094 1,104,094 USAA Auto Owner Trust Series 2005-2, Class A1 3.423%, due 7/13/06 1,737,751 1,737,751 Wachovia Auto Owner Trust Series 2005-A, Class A1 3.34%, due 5/22/06 1,017,942 1,017,942 ------------ 6,172,441 ------------ CERTIFICATES OF DEPOSIT (4.0%) HBOS Treasury Services PLC 3.05%, due 12/30/05 (a) 10,000,000 10,000,457 SunTrust Banks, Inc. 4.015%, due 10/2/06 (b) 10,000,000 10,000,000 ------------ 20,000,457 ------------ COMMERCIAL PAPER (63.0%) Alcoa, Inc. 3.80%, due 11/1/05 15,000,000 15,000,000 Alltel Corp. 3.94%, due 11/17/05 15,000,000 14,973,733 Becton Dickinson & Co. 3.92%, due 11/21/05 5,000,000 4,989,111 3.96%, due 12/1/05 10,000,000 9,967,000 Cargill, Inc. 3.91%, due 11/16/05 10,000,000 9,983,708 Coca-Cola Co. (The) 3.75%, due 11/14/05 10,000,000 9,986,458 Colgate-Palmolive Co. 3.98%, due 11/29/05 10,000,000 9,969,045 Countrywide Financial Corp. 4.00%, due 12/2/05 15,000,000 14,948,333 CRC Funding LLC 4.06%, due 12/15/05 15,000,000 14,925,567 General Electric Capital Corp. 3.85%, due 11/2/05 7,600,000 7,599,187 Hershey Co. (The) 3.93%, due 11/21/05 10,000,000 9,978,167 Honeywell International, Inc. 3.82%, due 11/7/05 10,000,000 9,993,633 JPMorgan Chase & Co. 3.90%, due 11/21/05 10,000,000 9,978,333 </Table> <Table> <Caption> PRINCIPAL AMORTIZED AMOUNT COST COMMERCIAL PAPER (CONTINUED) Kimberly-Clark Worldwide Inc. 3.77%, due 11/7/05 $10,000,000 $ 9,993,717 Market Street Funding Corp. 3.92%, due 11/16/05 15,000,000 14,975,500 Marshall & Ilsley Corp. 4.00%, due 12/5/05 10,000,000 9,962,222 National Rural Utilities Cooperative Finance Corp. 4.01%, due 11/28/05 10,000,000 9,969,925 Parker-Hannifin Corp. 3.86%, due 11/9/05 10,100,000 10,091,336 PepsiCo, Inc. 3.73%, due 11/4/05 10,000,000 9,996,892 Sheffield Receivables Corp. 3.84%, due 11/8/05 15,000,000 14,988,800 South Carolina Electric & Gas 4.04%, due 11/17/05 15,000,000 14,973,067 Southern Co. (The) 3.80%, due 11/9/05 10,000,000 9,991,556 Three Pillars Funding Corp. 3.91%, due 11/15/05 15,000,000 14,977,192 Three Rivers Funding Corp. 3.81%, due 11/3/05 15,000,000 14,996,825 Variable Funding Capital Corp. 3.79%, due 11/3/05 10,000,000 9,997,895 Windmill Funding I Corp. 3.92%, due 11/18/05 15,000,000 14,972,233 World Omni Leasing, Inc. 3.81%, due 11/2/05 15,000,000 14,998,413 ------------ 317,177,848 ------------ CORPORATE BONDS (16.7%) 3M Co. 5.674%, due 12/12/05 (c)(d) 2,000,000 2,006,184 Abbott Laboratories 5.625%, due 7/1/06 5,000,000 5,047,890 Alabama Power Co. Series H 5.49%, due 11/1/05 4,250,000 4,250,000 Bank One Corp. 6.50%, due 2/1/06 5,972,000 6,014,043 General Dynamics Corp. 2.125%, due 5/15/06 6,000,000 5,935,261 General Electric Capital Corp. 2.85%, due 1/30/06 4,225,000 4,217,097 Manufacturers & Traders Trust Co. 3.995%, due 6/20/06 (b) 10,000,000 10,002,135 </Table> + Percentages indicated are based on Fund net assets. The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 85 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMORTIZED AMOUNT COST SHORT-TERM INVESTMENTS (CONTINUED) - ------------------------------------------------------------------------------ CORPORATE BONDS (CONTINUED) National City Bank 4.04%, due 7/7/06 (b) $10,000,000 $ 9,999,321 National Rural Utilities Cooperative Finance Corp. 6.00%, due 5/15/06 5,000,000 5,059,609 Nike, Inc. 5.50%, due 8/15/06 1,250,000 1,262,892 Pfizer, Inc. 4.27%, due 11/4/05 (b) 17,000,000 17,000,000 Pitney Bowes, Inc. 5.875%, due 5/1/06 3,150,000 3,183,738 TIAA Global Markets, Inc. 4.28%, due 1/13/06 (b)(c) 10,000,000 10,003,504 ------------ 83,981,674 ------------ FEDERAL AGENCIES (5.1%) Federal Agricultural Mortgage Corp. 5.35%, due 7/26/06 5,000,000 5,046,182 Federal Farm Credit Bank 2.375%, due 2/27/06 2,000,000 1,992,631 Federal Home Loan Bank 2.50%, due 3/13/06 4,010,000 3,991,398 3.25%, due 8/11/06 5,000,000 4,971,040 3.625%, due 6/8/06 4,595,000 4,585,156 International Bank for Reconstruction & Development 5.00%, due 3/28/06 5,000,000 5,021,840 ------------ 25,608,247 ------------ </Table> <Table> <Caption> PRINCIPAL AMORTIZED AMOUNT COST REPURCHASE AGREEMENT (9.6%) Citibank 4.01%, dated 10/31/05 due 11/1/05 Proceeds at Maturity $48,502,402 (Collateralized by Various Bonds with a Principal Amount of $48,188,000 and a Market Value of $49,467,244) $48,497,000 $ 48,497,000 ------------ Total Short-Term Investments (Amortized Cost $501,437,667) (e) 99.6% 501,437,667 Cash and Other Assets, Less Liabilities 0.4 1,787,995 ----------- ------------ Net Assets 100.0% $503,225,662 =========== ============ </Table> <Table> (a) Yankee certificate of deposit (CD)--dollar-denominated CD issued in the United States by foreign banks and corporations. (b) Floating rate. Rate shown is the rate in effect at October 31, 2005. (c) May be sold to institutional investors only. (d) Illiquid security. The total market value of these securities at October 31, 2005 is $2,006,184, which represents 0.4% of the Fund's net assets. (e) The cost stated also represents the aggregate cost for federal income tax purposes. </Table> 86 MainStay Cash Reserves Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. The table below sets forth the diversification of Cash Reserves Fund investments by industry. INDUSTRY DIVERSIFICATION <Table> <Caption> VALUE PERCENT+ Aerospace/Defense $ 5,935,261 1.2% Agricultural Operations 9,983,708 2.0 Athletic Footwear 1,262,892 0.3 Automobile--Sequential 3,757,437 0.7 Beverages--Non-Alcoholic 19,983,350 4.0 Commercial Banks--Central U.S. 29,961,543 5.9 Commercial Banks--Eastern U.S. 20,002,592 4.0 Cosmetics & Toiletries 19,962,762 3.9 Diversified Financial Services 11,816,284 2.3 Diversified Manufacturing Operations 22,091,153 4.4 Electric--Integrated 29,214,624 5.8 Finance--Financial Assets 14,977,192 3.0 Finance--Investment Banker/Broker 9,978,333 2.0 Finance--Mortgage Loan/Banker 14,948,333 2.9 Finance--Other Services 25,033,038 5.0 Finance--Receivables 99,855,232 19.8 Food--Confectionery 9,978,167 2.0 Medical Products 14,956,111 3.0 Medical--Drugs 22,047,890 4.4 Metal--Aluminum 15,000,000 3.0 Office Automation & Equipment 3,183,738 0.6 Other Asset-Backed Securities 2,415,004 0.5 Sovereign 48,497,000 9.6 Sovereign Agency 20,586,407 4.1 Super-Regional Banks--U.S. 6,014,043 1.2 Supranational Banks 5,021,840 1.0 Telephone--Integrated 14,973,733 3.0 ------------ ---------- 501,437,667 99.6 Cash and Other Assets, Less Liabilities 1,787,995 0.4 ------------ ---------- Net Assets $503,225,662 100.0% ============ ========== </Table> <Table> + Percentages indicated are based on Fund net assets. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 87 STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (amortized cost $501,437,667) $501,437,667 Receivables: Fund shares sold 2,965,367 Interest 1,455,488 Other assets 54,886 ------------- Total assets 505,913,408 ------------- LIABILITIES: Due to custodian 657 Payables: Fund shares redeemed 2,246,768 NYLIFE Distributors 229,682 Shareholder communication 117,433 Professional 57,383 Transfer agent 12,006 Manager 11,017 Custodian 4,392 Accrued expenses 8,408 ------------- Total liabilities 2,687,746 ------------- Net assets $503,225,662 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 8 billion shares authorized: Class I $ 232,202 Sweep Shares Class 271,025 Additional paid-in capital 502,725,932 Accumulated net realized loss on investments (3,497) ------------- Net assets $503,225,662 ============= CLASS I Net assets applicable to outstanding shares $232,187,115 ============= Shares of capital stock outstanding 232,202,092 ============= Net asset value and offering price per share outstanding $ 1.00 ============= SWEEP SHARES CLASS Net assets applicable to outstanding shares $271,038,547 ============= Shares of capital stock outstanding 271,024,904 ============= Net asset value and offering price per share outstanding $ 1.00 ============= </Table> 88 MainStay Cash Reserves Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $14,581,870 ------------ EXPENSES: Manager 2,401,986 Distribution--Sweep Shares Class 668,457 Service--Sweep Shares Class 668,457 Shareholder communication 201,436 Professional 138,790 Transfer agent 48,371 Custodian 42,193 Directors 42,068 Registration 34,113 Miscellaneous 39,843 ------------ Total expenses before reimbursement 4,285,714 Expense reimbursement from Manager (431,544) ------------ Net expenses 3,854,170 ------------ Net investment income 10,727,700 ------------ REALIZED LOSS ON INVESTMENTS: Net realized loss on investments (789) ------------ Net increase in net assets resulting from operations $10,726,911 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 89 STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 DECREASE IN NET ASSETS: Operations: Net investment income $ 10,727,700 $ 2,447,467 Net realized loss on investments (789) (2,708) ---------------------------- Net increase in net assets resulting from operations 10,726,911 2,444,759 ---------------------------- Dividends to shareholders: From net investment income: Class I (5,645,755) (1,733,035) Service Class -- (10,535) Sweep Shares Class (5,081,945) (703,897) From net realized gain on investments: Class I -- (3,677) Service Class -- (208) Sweep Shares Class -- (4,426) ---------------------------- Total dividends to shareholders (10,727,700) (2,455,778) ---------------------------- Capital share transactions: Net proceeds from sale of shares: Class I 625,554,688 506,072,909 Service Class -- 2,796,267 Sweep Shares Class 283,632,518 136,261,850 Net asset value of shares issued to shareholders in reinvestment of dividends: Class I 5,645,755 1,742,010 Service Class -- 5,989 Sweep Shares Class 5,081,945 544,302 ---------------------------- 919,914,906 647,423,327 Cost of shares redeemed: Class I (645,555,155) (482,325,843) Service Class -- (20,300,483) Sweep Shares Class (278,489,784) (148,842,045) ---------------------------- (924,044,939) (651,468,371) Decrease in net assets derived from capital share transactions (4,130,033) (4,045,044) ---------------------------- Net decrease in net assets (4,130,822) (4,056,063) NET ASSETS: Beginning of year 507,356,484 511,412,547 ---------------------------- End of year $ 503,225,662 $507,356,484 ============================ </Table> 90 MainStay Cash Reserves Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I ---------------------------------------------------------------- YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001 Net asset value at beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 -------- -------- -------- -------- -------- Net investment income 0.02 0.01 0.01 0.02 0.04 Net realized gain (loss) on investments (0.00)(a) 0.00(a) 0.00(a) 0.00(a) -- -------- -------- -------- -------- -------- Total from investment operations 0.02 0.01 0.01 0.02 0.04 -------- -------- -------- -------- -------- Less dividends and distributions: From net investment income (0.02) (0.01) (0.01) (0.02) (0.04) From net realized gain on investments -- (0.00)(a) (0.00)(a) (0.00)(a) -- -------- -------- -------- -------- -------- Total dividends and distributions (0.02) (0.01) (0.01) (0.02) (0.04) -------- -------- -------- -------- -------- Net asset value at end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======== ======== ======== ======== ======== Total investment return 2.42% 0.77% 0.83% 1.65% 4.67% Ratios (to average net assets)/ Supplemental Data: Net investment income 2.40% 0.77% 0.84% 1.61% 4.50% Net expenses 0.50% 0.50% 0.50% 0.50% 0.50% Expenses (before reimbursement) 0.59% 0.60% 0.60% 0.62% 0.61% Net assets at end of year (in 000's) $232,187 $246,542 $221,058 $329,921 $199,495 </Table> <Table> <Caption> SWEEP SHARES CLASS ---------------------------------------------------------------- YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001 Net asset value at beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 -------- -------- -------- -------- -------- Net investment income 0.02 0.00(a) 0.00(a) 0.01 0.04 Net realized gain (loss) on investments (0.00)(a) 0.00(a) 0.00(a) 0.00(a) -- -------- -------- -------- -------- -------- Total from investment operations 0.02 0.00(a) 0.00(a) 0.01 0.04 -------- -------- -------- -------- -------- Less dividends and distributions: From net investment income (0.02) (0.00)(a) (0.00)(a) (0.01) (0.04) From net realized gain on investments -- (0.00)(a) (0.00)(a) (0.00)(a) -- -------- -------- -------- -------- -------- Total dividends and distributions (0.02) (0.00)(a) (0.00)(a) (0.01) (0.04) -------- -------- -------- -------- -------- Net asset value at end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======== ======== ======== ======== ======== Total investment return 1.91% 0.27% 0.33% 1.14% 4.15% Ratios (to average net assets)/ Supplemental Data: Net investment income 1.90% 0.27% 0.34% 1.11% 4.00% Net expenses 1.00% 1.00% 1.00% 1.00% 1.00% Expenses (before reimbursement) 1.09% 1.10% 1.10% 1.12% 1.11% Net assets at end of year (in 000's) $271,039 $260,814 $272,856 $291,312 $285,034 </Table> <Table> (a) Less than one cent per share. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 91 MAINSTAY FLOATING RATE FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. A REDEMPTION FEE OF 2% WILL BE APPLIED TO SHARES THAT ARE REDEEMED WITHIN 60 DAYS OF PURCHASE. PERFORMANCE DATA SHOWN DOES NOT REFLECT THIS FEE, WHICH, IF SHOWN, WOULD LOWER PERFORMANCE. CLASS A SHARES--MAXIMUM 3% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE SINCE TOTAL RETURNS YEAR INCEPTION - ----------------------------------------- With sales charges 0.61% 1.59% Excluding sales charges 3.72 3.67 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> CREDIT SUISSE FIRST BOSTON MAINSTAY FLOATING RATE FUND LEVERAGED LOAN INDEX --------------------------- -------------------------- 5/3/04 9700 10000 9874 10226 10/31/05 10241 10826 </Table> CLASS B SHARES--MAXIMUM 3% CDSC IF REDEEMED WITHIN THE FIRST FOUR YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE SINCE TOTAL RETURNS YEAR INCEPTION - ------------------------------------------ With sales charges -0.04% 1.59% Excluding sales charges 2.95 2.90 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> CREDIT SUISSE FIRST BOSTON MAINSTAY FLOATING RATE FUND LEVERAGED LOAN INDEX --------------------------- -------------------------- 5/3/04 10000 10000 10141 10226 10/31/05 10240 10826 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE SINCE TOTAL RETURNS YEAR INCEPTION - ----------------------------------------- With sales charges 1.95% 2.90% Excluding sales charges 2.94 2.90 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> CREDIT SUISSE FIRST BOSTON MAINSTAY FLOATING RATE FUND LEVERAGED LOAN INDEX --------------------------- -------------------------- 5/3/04 10000 10000 10141 10226 10/31/05 10439 10826 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maximum initial sales charge of 3.00% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 3.00% if redeemed within the first four years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/ Trustees. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 92 MainStay Floating Rate Fund CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE SINCE TOTAL RETURNS YEAR INCEPTION - ----------------------------------------- 3.98% 3.93% </Table> (PERFORMANCE GRAPH) <Table> <Caption> CREDIT SUISSE FIRST BOSTON MAINSTAY FLOATING RATE FUND LEVERAGED LOAN INDEX --------------------------- -------------------------- 5/3/04 10000 10000 10192 10226 10/31/05 10597 10826 </Table> <Table> <Caption> ONE SINCE BENCHMARK PERFORMANCE YEAR INCEPTION Credit Suisse First Boston(TM) Leveraged Loan Index(1) 5.87% 5.42% Average Lipper loan participation fund(2) 4.10 3.75 </Table> 1. The Credit Suisse First Boston(TM) Leveraged Loan Index is an unmanaged index that represents tradable, senior-secured, U.S. dollar denominated non-investment-grade loans. Results assume reinvestment of all income and capital gains. The Credit Suisse First Boston(TM) Leveraged Loan Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 2. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 93 COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY FLOATING RATE FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,019.90 $5.29 $1,019.80 $5.29 - ------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,016.25 $9.10 $1,016.05 $9.10 - ------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,016.15 $9.10 $1,016.05 $9.10 - ------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,021.15 $4.02 $1,021.05 $4.02 - ------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.04% for Class A, 1.79% for Class B and Class C, and 0.79% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). 94 MainStay Floating Rate Fund PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Floating Rate Loans 83.5 Short-Term Investments 12.2 Foreign Floating Rate Loans 2.6 Cash and Other Assets Less Liabilities 1.2 Corporate Bonds 0.4 Foreign Corporate Bonds 0.1 </Table> See Portfolio of Investments on page 98 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. Intelsat Bermuda Ltd. Term Loan 5.813%, due 7/28/11 2. Alliance Imaging, Inc. Tranche C1 Term Loan 6.125%-6.50%, due 12/29/11 3. Reliant Energy, Inc. Term Loan 6.089%-6.426%, due 4/30/10 4. Constellation Brands, Inc. Term Loan B 5.438%-5.75%, due 11/30/11 5. DaVita, Inc. Term Loan B 6.25%-6.54%, due 10/5/12 6. JohnsonDiversey, Inc. Tranche B Term Loan 5.46%, due 11/3/09 7. Polypore, Inc. Term Loan 6.34%, due 11/12/11 8. Concentra Operating Corp. Term Loan 6.05%, due 9/30/11 9. Visant Corp. Term Loan C 5.94%-6.188%, due 12/21/11 10. Neiman Marcus Group, Inc. (The) Term Loan B 6.475%, due 4/6/13 </Table> www.MAINSTAYfunds.com 95 PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Anthony Malloy and Robert Dial of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests at least 80% of its assets in a portfolio of floating-rate loans and other floating-rate debt securities. The Fund may also purchase fixed-income debt securities and money-market securities or instruments. When we believe that market or economic conditions are unfavorable to investors, up to 100% of the Fund's assets may be invested in money-market or short-term debt securities. The Fund may also invest in these types of securities or hold cash while we are looking for suitable investment opportunities or to maintain liquidity. In implementing this strategy, we seek to identify investment opportunities based on the financial condition and competitiveness of individual companies. We also seek to invest in companies that have a high margin of safety and are leaders in industries with high barriers to entry. We prefer companies with positive free cash flow, solid asset coverage, and management teams that have strong track records. In virtually every phase of the investment process, we attempt to control risk and limit defaults. WHAT WERE THE MOST SIGNIFICANT FACTORS AND RISKS THAT INFLUENCED THE FLOATING-RATE LOAN MARKET DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? The loan market continues to experience strong asset demand, driven largely by robust collateralized loan obligation fund, or CLO, issuance. During the third fiscal quarter of 2005, CLO issuance achieved a record level of $14 billion, up from $7.9 billion in the second calendar quarter of 2005 and $6.8 billion in the third calendar quarter of 2004. As a result of this supply-and-demand relationship, leveraged-loan primary-issue spreads continued to tighten during the third calendar quarter of 2005, and secondary prices remained rich.(1) During the reporting period, the pace and quality of deal flow remained uneven. The repricing trend that dominated the market for the past two years now appears to have subsided substantially. HOW DID YOU POSITION THE FUND'S PORTFOLIO DURING THE REPORTING PERIOD? The Fund invests in floating-rate loans that have a weighted average effective duration of less than three months. These securities may have final maturities of seven to nine years, but their underlying interest-rate contracts, which are typically pegged to the U.S. dollar London interbank offer rates (LIBOR),(2) generally reset every 30, 60 or 90 days. At the end of October 2005, the weighted average reset figure for the Fund was 61 days. This means that as short-term interest rates increase, the Fund tends to adjust within 61 days, raising the yield it pays to investors. An inverse dynamic would apply when interest rates decline. At the end of October 2005, the Fund's portfolio had a weighted average spread of 244 basis points above the LIBOR reference rate and a weighted average credit rating of approximately B1.(3) In an effort to minimize net-asset-value volatility, the Fund holds a significantly underweighted position relative to the Credit Suisse Leveraged Loan Index(4) among more-speculative loans, including unrated loans and loans rated CCC and below.(5) WHAT WERE THE MAJOR FACTORS THAT AFFECTED THE FUND'S PERFORMANCE DURING THE REPORTING PERIOD? Excluding all sales charges, for the 12 months ended October 31, 2005, Class A shares returned 3.72%, Floating-rate funds are generally considered to have speculative characteristics that involve default risk of principal and interest, collateral impairment, non-diversification, borrower industry concentration, and limited liquidity. The Fund may invest in foreign securities. U.S. dollar denominated securities of foreign issuers may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. Funds that invest in bonds are subject to credit, inflation, and interest-rate risk and can lose principal value when interest rates rise. 1. The term "credit spread" refers to the marginal interest rate paid in addition to a benchmark interest rate linked to a market, index, or instrument. 2. London interbank offer rates (LIBOR) are floating interest rates that are widely used as reference rates in bank, corporate, and government lending agreements. 3. Bonds rated B by Moody's Investors Service are deemed by Moody's to generally lack characteristics of the desirable investment. According to Moody's, assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating classified from Aa through Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. When applied to Fund holdings, ratings are based solely on the creditworthiness of the bonds in the portfolio and are not meant to represent the security or safety of the Fund. 4. See footnote on page 93 for more information on the Credit Suisse First Boston(TM) Leveraged Loan Index. 5. Debt rated CCC by Standard & Poor's is deemed by Standard & Poor's to be currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor. It is the opinion of Standard & Poor's that in the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. When applied to Fund holdings, ratings are based solely on the creditworthiness of the bonds in the portfolio and are not meant to represent the security or safety of the Fund. 96 MainStay Floating Rate Fund Class B shares returned 2.95%, and Class C shares returned 2.94%. Over the same period, Class I shares returned 3.98%.(6) All share classes of the Fund under- performed the 5.87% return of the Credit Suisse First Boston(TM) Leveraged Loan Index for the same period. The Fund underperformed the Index for a variety of reasons. First, the Fund bears real-world expenses that a tracking index does not. Second, for liquidity purposes, the Fund maintains prudent cash balances as appropriate for an open-ended Fund with longer-settlement assets. Third, the Fund had significant cash inflows, but faced the lag associated with the longer-settlement nature of the loan asset class. Fourth, amortization of secondary-market purchase premiums affected relative returns because the Index tracks assets at primary-issue prices, which are generally at par or a small discount. Fifth, the Fund's conservative orientation and commitment to preservation of capital, by virtue of its underweighted position in CCC-rated and unrated issues, contributed to relative underperformance. It is worth noting that the Fund pays a floating-rate dividend, unlike the Index, which does not pay dividends. The Fund's 30-day SEC yield on October 31, 2005, was 4.78% for Class A shares, 4.18% for Class B shares, 4.17% for Class C shares, and 5.19% for Class I shares. WERE THERE OTHER FACTORS THAT HELPED OR HURT THE FUND'S PERFORMANCE? The Federal Open Market Committee raised the targeted federal funds rate eight times during the reporting period, with a 25-basis-point increase on each occasion. By October 31, 2005, these tightening moves had helped push net yields on Class A shares above 5%--up about two percentage points from their level a year earlier. Rising interest rates and the corresponding increases in Fund yields resulted in significant inflows during the reporting period. Unfortunately, primary-issuance volume in the loan market was modest, credit quality was inconsistent, and secondary issues traded at historically rich prices. As a result, we found it difficult to deploy new cash in securities that we felt offered appropriate relative values. WHICH INDUSTRIES DID YOU FIND ATTRACTIVE DURING THE PERIOD? As of October 31, 2005, the largest industry concentrations in the Fund were in utilities, health care, chemicals, and manufacturing. Among the Fund's largest industry concentrations, the Fund was overweighted versus the Credit Suisse First Boston(TM) Leveraged Loan Index in health care and consumer non-durables. The Fund was market weighted relative to the Index in utilities and underweighted in diversified media. We are comfortable with these overweighted positions because they are in sectors traditionally considered to be defensive. WERE THERE ANY SIGNIFICANT SALES DURING THE 12-MONTH REPORTING PERIOD? The Fund exited its entire position in Refco Group on October 14, 2005. Refco Group was one of the largest global clearing services for exchange-traded derivatives and a major provider of prime brokerage services in fixed-income and foreign-exchange markets. After an October 10, 2005, announcement that an internal review had uncovered accounting irregularities, the company's CEO was relieved of his position and charged by regulators with securities fraud. In the absence of reliable accounting data for the period from 2002 to 2005, the company lost clients and liquidity, which brought the company's viability into question. Ratings for the company's bank loans were downgraded, and the company's bank loan and bond prices dropped sharply before fluctuating in a discounted range. Since we believed the company's recovery prospects were to be impaired, when loan prices briefly rallied, we exited the Fund's position in Refco Group. The sale detracted from the Fund's performance. 6. For full information and disclosure about Fund performance see page 92. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY FLOATING RATE FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 97 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> PRINCIPAL AMOUNT VALUE LONG-TERM INVESTMENTS (86.6%)+ CORPORATE BOND (0.4%) - ------------------------------------------------------------------------------ INTEGRATED TELECOMMUNICATION SERVICES (0.4%) Qwest Corp. 7.12%, due 6/15/13 (a)(b) $ 3,000,000 $ 3,165,000 ------------ Total Corporate Bond (Cost $3,007,223) 3,165,000 ------------ FOREIGN CORPORATE BOND (0.1%) - ------------------------------------------------------------------------------ WIRELESS TELECOMMUNICATION SERVICES (0.1%) Intelsat Bermuda Ltd. 8.70%, due 1/15/12 (a)(b) 1,000,000 1,012,500 ------------ Total Foreign Corporate Bond (Cost $1,000,000) 1,012,500 ------------ FLOATING RATE LOANS (83.5%)(C) - ------------------------------------------------------------------------------ AEROSPACE & DEFENSE (1.7%) Axletech International Holdings, Inc. Term Loan 8.00%, due 10/21/12 2,000,000 2,021,666 2nd Lien Term Loan 12.25%, due 4/21/13 1,000,000 1,007,500 Hexcel Corp. Term Loan B 5.563%-5.938%, due 3/1/12 2,261,111 2,280,896 Transdigm, Inc. Term Loan 6.185%, due 7/22/10 2,460,038 2,491,814 Vought Aircraft Industries, Inc. Term Loan 6.59%, due 12/22/11 4,468,235 4,502,864 ------------ 12,304,740 ------------ ALUMINUM (0.4%) Novelis, Inc. CAD Term Loan 5.46%, due 1/9/12 1,141,124 1,152,358 U.S. Term Loan 5.46%, due 1/9/12 1,981,953 2,001,463 ------------ 3,153,821 ------------ APPAREL RETAIL (0.7%) Eddie Bauer, Inc. Term Loan B 6.71%, due 6/21/11 5,486,250 5,554,828 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE APPAREL, ACCESSORIES & LUXURY GOODS (1.8%) St. John Knits International, Inc. Term Loan B 6.563%, due 3/23/12 $ 4,817,738 $ 4,877,960 Visant Corp. Term Loan C V 5.94%-6.188%, due 12/21/11 6,441,881 6,536,500 William Carter Company (The) Term Loan 5.65%-5.811%, due 7/14/12 2,109,375 2,131,787 ------------ 13,546,247 ------------ AUTO PARTS & EQUIPMENT (2.7%) Accuride Corp. Term Loan 6.125%-6.25%, due 1/31/12 3,124,545 3,138,606 Dayco Products LLC Term Loan B 6.52%-7.18%, due 6/21/11 2,948,964 2,974,768 HLI Operating Co., Inc. Term Loan 6.76%-7.67%, due 6/3/09 1,654,177 1,646,202 2nd Lien Term Loan C 8.99%-9.39%, due 6/3/10 1,000,000 980,000 Key Automotive Group Term Loan B 6.85%-8.75%, due 6/29/10 2,868,743 2,861,571 Term Loan C 9.60%-9.80%, due 6/29/11 1,826,720 1,790,186 Plastech Engineered Products, Inc. 2nd Lien Term Loan 11.65%, due 3/31/11 1,000,000 920,000 Safelite Glass Corp. Term Loan A 8.52%, due 9/30/07 252,108 249,587 Term Loan B 9.02%, due 9/30/07 608,733 602,646 TRW Automotive, Inc. Tranche E Term Loan 4.938%, due 10/31/10 1,985,000 1,994,429 Tranche B Term Loan 5.25%, due 6/30/12 1,985,000 2,001,541 </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. 98 MainStay Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ AUTO PARTS & EQUIPMENT (CONTINUED) United Components, Inc. Term Loan C 6.26%, due 6/30/10 $ 1,048,833 $ 1,061,944 ------------ 20,221,480 ------------ BROADCASTING & CABLE TV (6.3%) Atlantic Broadband Finance LLC Term Loan B 6.52%, due 9/1/11 3,000,000 3,045,000 Bragg Communications Inc. Term Loan B 5.86%, due 8/31/11 2,970,000 3,007,125 Charter Communications Operating LLC Term Loan A 7.25%, due 4/27/10 1,997,517 1,993,356 Term Loan B 7.42%-7.50%, due 4/7/11 4,936,313 4,946,185 DirectTV Holdings LLC Term Loan B 5.386%-5.47%, due 4/13/13 4,333,333 4,367,640 Emmis Operating Co. Term Loan B 5.72%, due 11/10/11 2,977,500 2,994,993 Entravision Communications Corp. Term Loan 5.55%, due 3/29/13 2,500,000 2,517,970 Insight Midwest Holdings LLC Term Loan C 6.0625%, due 12/31/09 1,969,925 1,995,780 MCC Iowa LLC Term Loan A 5.12%-5.54%, due 3/31/10 2,770,408 2,764,637 Term Loan C 5.87%-6.23%, due 2/1/14 1,949,399 1,976,203 Nexstar Broadcasting, Inc. Mission Term Loan B 5.77%, due 10/1/12 3,405,352 3,422,379 Nexstar Term Loan B 5.77%, due 10/1/12 3,466,479 3,483,811 Olympus Cable Holdings, Inc. Term Loan B 8.75%, due 9/30/10 3,000,000 2,968,929 Rainbow National Services LLC Term Loan B 6.625%, due 3/31/12 995,000 1,002,462 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE BROADCASTING & CABLE TV (CONTINUED) UPC Broadband Holding B.V. Term Loan F2 6.69%, due 12/31/11 $ 4,000,000 $ 4,043,000 Term Loan H2 6.554%, due 9/30/12 2,000,000 2,015,416 ------------ 46,544,886 ------------ BUILDING PRODUCTS (0.9%) Nortek, Inc. Term Loan 5.91%-8.00%, due 8/27/11 2,959,950 2,988,069 Stile Acquisition Corp. Canadian Term Loan 6.02%-6.206%, due 4/6/13 1,988,306 1,980,172 U.S. Term Loan 6.02%-6.206%, due 4/6/13 1,991,694 1,983,546 ------------ 6,951,787 ------------ CASINOS & GAMING (2.0%) Boyd Gaming Corp. Term Loan 5.52%-5.70%, due 6/30/11 3,451,300 3,487,970 Penn National Gaming, Inc. Term Loan B 5.89%-6.22%, due 10/3/12 4,000,000 4,046,252 Resorts International Holdings LLC Term Loan B 6.53%, due 4/26/12 979,331 978,841 2nd Lien Term Loan 10.27%, due 4/26/13 500,000 493,437 Venetian Casino Resort, LLC/ Las Vegas Sands, Inc Delayed Draw Term 5.77%, due 6/15/11 1,025,641 1,033,013 Term Loan B 5.77%-7.50%, due 6/15/11 4,974,359 5,010,115 ------------ 15,049,628 ------------ COMMODITY CHEMICALS (0.6%) Huntsman International LLC Term B Dollar Facility 5.72%, due 8/16/12 4,515,402 4,536,367 ------------ CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS (0.6%) Agco Corp. Term Loan 5.77%, due 3/31/08 1,329,436 1,346,884 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 99 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS (CONTINUED) Terex Corp. Term Loan 6.33%-6.416%, due 7/3/09 $ 3,104,253 $ 3,137,235 ------------ 4,484,119 ------------ CONSTRUCTION MATERIALS (0.5%) St. Marys Cement, Inc. Term Loan B 6.02%, due 12/4/09 3,959,723 4,009,219 ------------ DEPARTMENT STORES (0.9%) Neiman Marcus Group, Inc. (The) Term Loan B 6.475%, due 4/6/13 6,500,000 6,528,438 DISTILLERS & VINTNERS (0.9%) Constellation Brands, Inc. Term Loan B V 5.438%-5.75%, due 11/30/11 6,751,458 6,818,129 ------------ DIVERSIFIED CHEMICALS (0.9%) BCP Crystal US Holdings Corp. Credit Linked Deposit 6.313%, due 4/6/11 4,430,205 4,492,967 Brenntag Term Loan B2 6.81%, due 2/27/12 2,000,000 2,004,500 ------------ 6,497,467 ------------ DIVERSIFIED COMMERCIAL SERVICES (0.5%) Coinstar, Inc. Term Loan 6.10%, due 7/7/11 1,237,716 1,259,376 Pike Electric, Inc. Term Loan B 6.188%, due 7/1/12 1,822,868 1,841,096 Term Loan C 6.25%, due 12/10/12 691,755 698,672 ------------ 3,799,144 ------------ DIVERSIFIED METALS & MINING (1.4%) Foundation PA Coal Corp. Term Loan B 5.66%-6.16%, due 7/30/11 3,106,383 3,153,842 Murray Energy Corp. Term Loan B 6.86%, due 1/28/10 1,990,000 1,997,463 2nd Lien Term Loan 11.625%, due 1/28/11 497,500 522,375 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE DIVERSIFIED METALS & MINING (CONTINUED) Trout Coal Holdings LLC 1st Lien Term Loan 6.05%-7.09%, due 3/23/11 $ 1,990,000 $ 1,997,463 2nd Lien Term Loan 10.00%, due 3/23/12 500,000 503,750 Tube City IMS Corp. First Lien Term Loan C 6.84%, due 12/31/10 1,985,000 1,994,925 ------------ 10,169,818 ------------ DRUG RETAIL (0.7%) Jean Coutu Group, Inc. (The) Term Loan B 6.375%-6.50%, due 7/30/11 4,954,962 5,006,836 ------------ ELECTRIC UTILITIES (0.4%) Allegheny Energy Supply Co. LLC Delayed Draw Term 5.636%-5.918%, due 3/8/11 3,177,296 3,207,480 ------------ ELECTRICAL COMPONENTS & EQUIPMENT (0.9%) Polypore, Inc. Term Loan V 6.34%, due 11/12/11 6,635,946 6,627,100 ------------ ELECTRONIC EQUIPMENT MANUFACTURERS (0.7%) Invensys International Holdings Ltd. A Bonding Facility 6.762%, due 3/5/09 972,960 987,554 Term Loan B1 7.791%, due 9/4/09 2,439,118 2,457,411 2nd Lien Term Loan 8.529%, due 12/5/09 2,000,000 2,022,500 ------------ 5,467,465 ------------ ENVIRONMENTAL SERVICES (0.9%) Allied Waste Industries, Inc. Term Loan 5.52%-6.09%, due 1/15/12 5,481,148 5,506,685 Tranche A 4.02, due 1/15/12 1,337,838 1,344,341 ------------ 6,851,026 ------------ FOOD & STAPLES RETAILING (0.5%) Bi-Lo LLC Term Loan 7.80%-8.081%, due 6/30/11 3,500,000 3,504,375 ------------ </Table> 100 MainStay Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ FOREST PRODUCTS (0.5%) Boise Cascade LLC Term Loan D 5.781%-5.843%, due 10/28/11 $ 995,382 $ 1,008,101 ------------ RLC Industries Co. Term Loan B 5.52%, due 2/24/10 2,941,166 2,952,195 ------------ 3,960,296 ------------ HEALTH CARE EQUIPMENT (0.9%) Accellent Corp. (Medical Device) Term Loan C 6.331%, due 6/30/10 2,962,500 2,968,055 Sunrise Medical Holdings, Inc. Term Loan B1 7.063%-7.438%, due 5/13/10 3,862,202 3,862,202 ------------ 6,830,257 ------------ HEALTH CARE FACILITIES (3.1%) Community Health Systems, Inc. Term Loan 5.61%, due 8/19/11 4,954,962 5,013,803 Healthsouth Corp. Term Loan 6.53%, due 6/14/07 2,356,594 2,363,958 Tranche B LC Commitment 3.555%, due 3/21/10 637,500 639,492 Term Loan 1 8.97%, due 6/15/10 2,000,000 2,003,334 Lifepoint Hospitals, Inc. Term Loan B 5.435%, due 4/15/12 4,056,097 4,076,378 Select Medical Corp. Term Loan B 5.57%-7.50%, due 2/24/12 5,970,000 5,969,170 Vanguard Health Holding Co., LLC Replacement Term 6.211%, due 9/23/11 2,940,000 2,976,750 ------------ 23,042,885 ------------ HEALTH CARE SERVICES (5.5%) Alliance Imaging, Inc. Tranche C1 Term Loan V 6.125%-6.50%, due 12/29/11 6,921,154 6,984,600 AMR HoldCo., Inc./Emcare HoldCo., Inc. Term Loan 5.66%-8.00%, due 2/10/12 4,975,000 5,006,094 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE HEALTH CARE SERVICES (CONTINUED) Aveta Holdings LLC Term Loan B 7.46%, due 8/22/11 $ 4,000,000 $ 3,990,000 Concentra Operating Corp. Term Loan V 6.05%, due 9/30/11 6,514,457 6,583,673 DaVita, Inc. Term Loan B V 6.25%-6.54%, due 10/5/12 6,725,490 6,817,966 Pacificare Health Systems, Inc. Tranche B Term Loan 5.375%, due 12/13/10 3,000,000 3,003,126 Rural Metro Operating Co. LLC LC Facility Deposits 3.74%, due 3/4/11 411,765 417,941 Term Loan 6.038%, due 3/4/11 1,423,529 1,444,882 US Oncology, Inc. Term Loan B 6.438%-6.95%, due 8/20/11 3,972,052 4,031,633 VWR International, Inc. Term Loan B 6.69%, due 4/7/11 2,746,000 2,779,468 ------------ 41,059,383 ------------ HOME FURNISHINGS (1.8%) Berkline/Benchcraft Holdings LLC Term Loan B 7.02%, due 11/3/11 3,128,125 3,065,563 2nd Lien Term Loan 12.054%, due 5/3/12 750,000 675,000 National Bedding Co. LLC 1st Lien Term Loan 5.82%-6.15%, due 8/31/11 2,992,500 3,005,592 2nd Lien Term Loan 8.938%-9.168%, due 8/31/12 1,000,000 985,000 Sealy Mattress Co. Tranche D Term Loan 5.62%-7.25%, due 4/6/12 2,204,488 2,220,334 Simmons Co. Term Loan C 5.75%-6.438%, due 12/19/11 1,397,162 1,409,970 Term Loan 7.00%, due 6/19/12 2,000,000 1,965,834 ------------ 13,327,293 ------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 101 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ HOUSEHOLD PRODUCTS (3.1%) AMSCAN Holdings, Inc. Term Loan 6.56%-6.89%, due 4/30/12 $ 5,547,864 $ 5,561,734 JohnsonDiversey, Inc. Tranche B Term Loan V 5.46%, due 11/3/09 6,588,702 6,644,297 Solo Cup Co. Term Loan B1 6.36%-6.52%, due 2/27/11 6,176,149 6,190,045 Spectrum Brand Corp. Term Loan 5.79%-6.11%, due 2/6/12 4,975,000 5,001,950 ------------ 23,398,026 ------------ HOUSEWARES & SPECIALTIES (0.7%) Jarden Corp. Term Loan 6.02%, due 1/24/12 4,974,944 5,008,704 ------------ INDUSTRIAL CONGLOMERATES (0.5%) Walter Industries, Inc. Term Loan 5.86%-6.22%, due 10/3/12 4,000,000 4,047,500 ------------ INDUSTRIAL MACHINERY (1.1%) Flowserve Corp. Term Loan B 5.813%, due 8/10/12 1,500,000 1,519,220 Gleason Corp. 1st Lien U.S. Term Loan 6.591%-6.966%, due 7/27/11 924,959 934,209 2nd Lien Eurodollar Term Loan 9.42%, due 1/31/12 (e) 1,990,000 2,019,850 Mueller Industries, Inc. Term Loan B 6.21%-6.493%, due 10/3/12 3,878,941 3,928,813 ------------ 8,402,092 ------------ INTERNET RETAIL (0.2%) FTD.com, Inc. Term Loan 6.188%, due 2/28/11 1,604,727 1,622,781 ------------ LEISURE FACILITIES (0.7%) Six Flags Theme Parks, Inc. Term Loan B 6.50%-6.84%, due 6/30/09 5,330,897 5,379,446 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE LEISURE PRODUCTS (0.3%) Fender Musical Instruments Corp. 1st Lien Term Loan B 6.31%-6.47%, due 3/30/12 $ 995,000 $ 999,975 2nd Lien Term Loan 8.72%, due 10/1/12 1,000,000 1,005,000 ------------ 2,004,975 ------------ METAL & GLASS CONTAINERS (3.0%) Berry Plastics Corp. Term Loan C 5.855%, due 12/2/11 2,992,500 3,024,669 BWAY Corp. Term Loan 6.313%, due 6/30/11 3,552,744 3,597,153 Graham Packaging Holdings Co. Term Loan B 6.375%-6.625%, due 10/7/11 5,458,750 5,521,870 Second Lien Term Loan 8.25%, due 4/7/12 1,000,000 1,015,833 Graphic Packaging International, Inc. Term Loan C 6.19%-6.716%, due 8/8/10 3,751,403 3,781,414 Owens-Illinois, Inc. Term Loan A1 5.67%, due 4/1/07 2,303,388 2,316,823 Term Loan B1 5.78%, due 4/1/08 1,839,667 1,854,231 Precise Technology, Inc. 1st Lien Term Loan 7.063%, due 3/22/11 871,846 873,481 ------------ 21,985,474 ------------ MOVIES & ENTERTAINMENT (3.2%) Cinram International, Inc. Tranche D Advances 6.12%, due 9/30/09 4,000,000 4,035,000 Loews Cineplex Entertainment Corp. Closing Date Term Loan 5.97%-6.35%, due 7/30/11 2,954,405 2,963,637 Metro-Goldwyn-Mayer Studios, Inc. Term Loan A 6.27%, due 4/8/11 2,000,000 2,014,444 Tranche B Term Loan 6.27%, due 4/8/12 6,000,000 6,047,250 Regal Cinemas Corp. Term Loan 6.02%, due 11/10/10 3,885,091 3,922,120 </Table> 102 MainStay Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ MOVIES & ENTERTAINMENT (CONTINUED) WMG Acquisition Corp. Term Loan 5.52%-6.371%, due 2/28/11 $ 4,944,528 $ 4,989,855 ------------ 23,972,306 ------------ MULTI-UTILITIES & UNREGULATED POWER (5.5%) AES Corp. Term Loan 5.07%-5.69%, due 4/30/08 2,000,000 2,023,500 Calpine Generating Co. LLC First Lien Term Loan 7.61%, due 4/1/09 5,000,000 5,125,000 Cogentrix Delaware Holdings, Inc. Term Loan 5.78%, due 4/14/12 2,330,146 2,355,388 Coleto Creek WLE, LP Term Loan C 7.493%, due 6/30/12 500,000 510,000 Covanta Energy Corp. Funded Letter of Credit 3.85%-3.89%, due 6/24/12 2,764,228 2,797,053 Term Loan 6.96%, due 6/24/12 2,230,183 2,256,666 KGen LLC Tranche A Term Loan 6.645%, due 8/5/11 4,975,000 4,950,125 Midwest Generation LLC Term Loan B 6.05%-6.22%, due 4/27/11 2,297,746 2,321,443 NRG Energy, Inc. Credit Linked Deposit 3.92%, due 12/24/11 2,844,982 2,856,243 Term Loan 5.895%, due 12/24/11 3,630,400 3,644,770 Reliant Energy Inc. Term Loan V 6.089%-6.426%, due 4/30/10 6,947,500 6,962,388 Texas Genco LLC Delayed Draw Term Loan B 5.87%-5.946%, due 12/14/11 1,454,231 1,457,640 Initial Term Loan 5.87%-6.02%, due 12/14/11 3,511,923 3,520,155 ------------ 40,780,371 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE OFFICE SERVICES AND SUPPLIES (2.3%) American Reprographics Company LLC First Lien Term Loan 5.524%-5.64%, due 6/18/09 $ 2,196,857 $ 2,207,842 Fidelity National Information Solutions, Inc. Term Loan B 5.685%, due 3/9/13 6,177,500 6,196,255 Language Line LLC Term Loan B 8.37%-8.45%, due 6/10/11 2,254,437 2,267,400 Relizon Co. (The) Incremental Tranche B-1 6.82%, due 2/20/11 71,468 71,646 Term Loan B 6.82%, due 2/20/11 654,701 656,338 Sungard Data Systems, Inc. Term Loan 6.28%, due 2/11/13 5,985,000 6,033,287 ------------ 17,432,768 ------------ OIL & GAS EQUIPMENT & SERVICES (0.7%) Dresser Rand Group, Inc. Term Loan B 5.938%-6.134%, due 10/29/11 845,152 857,830 Dresser, Inc. Term Loan C 6.59%, due 4/10/09 1,853,659 1,867,561 Universal Compression, Inc. Term Loan 5.00%-5.59%, due 2/15/12 2,290,000 2,312,186 ------------ 5,037,577 ------------ OIL & GAS EXPLORATION & PRODUCTION (1.5%) Kerr-McGee Corp. Tranche X Term Loan 6.26%, due 5/24/07 5,950,000 5,956,372 LB Pacific, L.P. Term Loan 6.61%-6.95%, due 3/3/12 1,990,000 2,022,338 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 103 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ OIL & GAS EXPLORATION & PRODUCTION (CONTINUED) Quest Cherokee LLC Letter of Credit 8.725%, due 12/31/08 $ 222,222 $ 221,944 Term Loan B 8.61%, due 7/22/10 1,760,000 1,757,800 Targa Resources, Inc. Term Loan 6.34%, due 10/31/12 1,000,000 1,003,125 ------------ 10,961,579 ------------ OIL & GAS REFINING & MARKETING & TRANSPORTATION (0.8%) EPCO Holdings, Inc. Institutional Term Loan 6.247%-6.603%, due 8/18/10 2,000,000 2,025,000 Lyondell-Citgo Refining L.P. Term Loan 5.51%, due 5/21/07 2,468,750 2,493,438 Williams Production RMT Co. Term Loan C 6.20%, due 5/30/08 1,378,398 1,394,767 ------------ 5,913,205 ------------ PACKAGED FOODS & MEATS (2.8%) American Seafoods Group LLC Tranche B-1 Term Loan 5.84%, due 9/30/12 (d) 333,148 337,767 Chiquita Brands LLC Term Loan B 6.57%, due 6/28/12 2,242,500 2,277,539 Dole Food Co., Inc. Term Loan B 5.313%-7.25%, due 4/18/12 2,928,036 2,949,265 Michael Foods, Inc. Term Loan B 5.09%-6.281%, due 11/21/10 2,464,429 2,499,855 Nellson Nutraceutical, Inc. First Lien Term Loan 10.75%, due 10/4/09 911,541 881,916 OSI Group LLC Dutch Term Loan 6.02%, due 9/2/11 1,100,000 1,111,916 German Term Loan 6.02%, due 9/2/11 880,000 889,533 U.S. Term Loan 6.02%, due 9/2/11 1,980,000 2,001,449 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE PACKAGED FOODS & MEATS (CONTINUED) Pinnacle Foods Holdings Corp. Term Loan 6.37%-7.31%, due 11/25/10 $ 4,775,568 $ 4,827,804 Reddy Ice Group, Inc. Term Loan 5.865%, due 8/12/12 3,000,000 3,026,250 ------------ 20,803,294 ------------ PAPER PACKAGING (0.4%) Smurfit-Stone Container Enterprises, Inc. Deposit Fund Commitment 3.34%, due 11/1/10 261,990 264,719 Term Loan B 5.563%-5.875%, due 11/1/11 2,078,069 2,099,716 Term Loan C 5.875%, due 11/1/11 639,406 646,067 ------------ 3,010,502 ------------ PAPER PRODUCTS (0.4%) Appleton Papers, Inc. Term Loan 5.73%-6.33%, due 6/11/10 2,782,758 2,810,585 ------------ PERSONAL PRODUCTS (0.4%) Aearo Corp. Initial Term Loan 6.563%, due 4/7/11 2,955,000 2,977,163 ------------ PHARMACEUTICALS (0.6%) Warner Chilcott Corp. Tranche D Term Loan 1.375%, due 1/18/12 505,571 508,593 Tranche C Term Loan 6.20%, due 1/18/12 1,094,377 1,097,503 Tranche B Term Loan 6.46%-6.77%, due 1/18/12 2,715,904 2,723,979 ------------ 4,330,075 ------------ PUBLISHING (3.0%) Dex Media East LLC Term Loan B 5.50%-5.93%, due 5/8/09 1,708,117 1,713,989 Dex Media West LLC Term Loan B 5.49%-5.96%, due 3/9/10 2,916,048 2,926,578 Freedom Communications Holdings, Inc. Term Loan B 5.37%-5.53%, due 5/1/13 2,616,831 2,633,841 </Table> 104 MainStay Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ PUBLISHING (CONTINUED) xHanley Wood LLC Closing Date Term Loan 6.02%-6.33%, due 12/31/06 $ 3,576,159 $ 3,579,491 Morris Publishing Group LLC Term Loan A 5.563%, due 9/30/10 1,004,348 1,013,136 Term Loan C 5.81%, due 3/31/11 1,941,848 1,941,848 Network Communications, Inc. Term Loan B 6.25%-6.69%, due 6/30/11 2,858,596 2,858,596 New Publishing Acquisition, Inc. Term Loan 6.03%, due 8/5/12 2,500,000 2,362,500 R.H. Donnelley, Inc. Tranche A-3 Term Loan 5.78%-5.92%, due 12/31/09 869,762 873,386 Tranche D Term Loan 5.52%-5.86%, due 6/30/11 2,602,293 2,615,304 ------------ 22,518,669 ------------ REAL ESTATE INVESTMENT TRUSTS (2.7%) General Growth Properties, Inc. Term Loan A 5.61%, due 11/12/07 4,481,319 4,498,124 Term Loan B 6.09%, due 11/12/08 1,987,182 2,008,047 Macerich Partnership L.P. Interim Term Loan 5.663%, due 4/25/06 4,285,385 4,285,385 Term Loan 5.625%, due 4/26/10 3,500,000 3,515,313 Maguire Properties L.P. Term Loan B 5.64%, due 3/15/10 5,533,333 5,584,057 ------------ 19,890,926 ------------ REAL ESTATE MANAGEMENT & DEVELOPMENT (1.3%) CB Richard Ellis Services, Inc. Term Loan 5.475%-6.342%, due 3/31/10 4,188,030 4,219,440 Lion Gables GP Realty L.P. Term Loan 5.63%, due 9/30/06 2,812,105 2,823,354 LNR Property Group Term Loan B 6.71%-6.89%, due 2/3/08 2,959,940 2,974,740 ------------ 10,017,534 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE RESTAURANTS (0.3%) Buffets, Inc. Term Loan 7.16%, due 6/28/09 $ 2,174,101 $ 2,184,972 Domino's, Inc. Term Loan 5.813%, due 6/25/10 58,478 59,380 ------------ 2,244,352 ------------ SOFT DRINKS (0.8%) Culligan International Co. Term Loan 6.47%, due 9/30/11 1,958,316 1,978,716 Dr. Pepper/Seven Up Bottling Group, Inc. Tranche B Term Loan 5.86%-6.181%, due 12/19/10 4,256,361 4,311,693 ------------ 6,290,409 ------------ SPECIALTY CHEMICALS (3.3%) Basell AF S.A.R.L Facility B2 US 6.581%, due 8/1/13 833,333 845,660 Facility B4 US 6.581%, due 8/1/13 166,667 169,063 Facility C2 US 7.243%, due 8/1/14 833,333 846,702 Facility C4 US 7.243, due 8/1/14 166,667 169,271 Gentek, Inc. 1st Lien Term Loan 6.37%-6.76%, due 2/28/11 2,870,298 2,880,344 2nd Lien Term Loan 9.90%, due 2/28/12 1,500,000 1,470,750 Hercules, Inc. Term Loan B 5.77%-5.86%, due 10/8/10 4,508,288 4,555,625 Koch Cellulose LLC LC Facility Deposits 5.36%, due 5/7/11 593,660 599,844 Term Loan B 5.77%, due 5/7/11 1,922,403 1,941,627 Kraton Polymers LLC Term Loan 6.188%-6.625%, due 12/23/10 1,097,220 1,112,307 Nalco Co. Term Loan B 5.66%-5.96%, due 11/4/10 1,728,881 1,753,614 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 105 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ SPECIALTY CHEMICALS (CONTINUED) Polymer Group, Inc. 1st Lien Term Loan 7.25%, due 4/27/10 $ 2,792,500 $ 2,829,732 Rockwood Specialties Group, Inc. Tranche D Term Loan 6.466%, due 12/10/12 4,975,000 5,050,660 ------------ 24,225,199 ------------ SPECIALTY STORES (1.1%) Advance Auto Stores, Inc. Term Loan B 5.375%-5.38%, due 9/30/10 936,767 947,891 Tranche B Term Loan 5.313%-5.5%, due 9/30/10 556,154 562,758 Affinity Group, Inc. Term Loan B2 7.081%, due 6/24/09 1,176,988 1,185,815 Term Loan B1 7.081%-7.126%, due 6/24/09 470,796 474,327 Eye Care Centers of America, Inc. Term Loan B 7.00%-7.09%, due 3/1/12 4,975,000 5,006,094 ------------ 8,176,885 ------------ SYSTEMS SOFTWARE (0.5%) Telcordia Technologies, Inc Term Loan 6.36%, due 9/15/12 3,482,500 3,443,322 ------------ TEXTILES (0.8%) Springs Industries, Inc. Term Loan B 7.063%, due 12/7/10 6,203,125 6,164,355 ------------ TIRE & RUBBER (0.2%) Goodyear Tire & Rubber Company (The) 2nd Lien Term Loan 7.06%, due 4/30/10 1,750,000 1,763,489 ------------ TRADING COMPANIES & DISTRIBUTORS (0.7%) Ashtead Group PLC Term Loan 6.063%, due 11/12/09 5,000,000 5,041,665 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE TRUCKING (0.3%) Performance Transportation Services Term Loan 8.188%, due 1/31/10 $ 840,978 $ 698,012 Credit Link Deposit 8.27%, due 1/31/10 586,957 487,174 SIRVA Worldwide, Inc. Term Loan 7.44%-7.58%, due 12/1/10 1,000,000 954,500 ------------ 2,139,686 ------------ WIRELESS TELECOMMUNICATION SERVICES (1.5%) Centennial Cellular Operating, Co. LLC Term Loan 5.77%-6.45%, due 2/9/11 4,952,381 4,974,488 Nextel Partners Operating Corp. Tranche D Term Loan 5.37%, due 5/31/12 2,000,000 2,004,584 PanAmSat Corp. Term Loan A2 5.781%, due 8/20/09 305,955 308,667 Term Loan A1 5.857%, due 8/20/09 585,145 590,332 Term Loan B1 5.857%-6.046%, due 8/22/11 2,977,410 3,012,766 ------------ 10,890,837 ------------ Total Floating Rate Loans (Cost $621,061,035) 621,740,265 ------------ FOREIGN FLOATING RATE LOANS (2.6%)(C) - ------------------------------------------------------------------------------ BROADCASTING & CABLE TV (0.7%) Canadian Cable Acquisition Co., Inc. Term Loan B 7.02%, due 8/1/11 2,970,000 2,992,275 New Skies Satellites B.V. Term Loan 6.25%-6.438%, due 5/2/11 1,770,087 1,790,000 ------------ 4,782,275 ------------ DIVERSIFIED CHEMICALS (0.5%) Invista Canada Co. Tranche B-2 6.313%, due 4/29/11 1,021,794 1,036,695 Invista S.A.R.L Tranche B-1 6.313%, due 4/29/11 2,355,088 2,389,432 ------------ 3,426,127 ------------ </Table> 106 MainStay Value Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FOREIGN FLOATING RATE LOANS (CONTINUED) - ------------------------------------------------------------------------------ GENERAL MERCHANDISE STORES (0.5%) Dollarama Group L.P. Term Loan B 6.493%, due 11/18/11 $ 3,970,000 $ 4,029,550 ------------ WIRELESS TELECOMMUNICATION SERVICES (0.9%) Intelsat Bermuda Ltd. Term Loan V 5.813%, due 7/28/11 6,947,500 7,002,503 ------------ Total Foreign Floating Rate Loans (Cost $19,170,098) 19,240,455 ------------ Total Long-Term Investments (Cost $644,238,356) 645,158,220 ------------ SHORT-TERM INVESTMENTS (12.2%) - ------------------------------------------------------------------------------ COMMERCIAL PAPER (7.8%) Becton Dickinson & Co. 4.00%, due 11/29/05 3,000,000 2,990,667 General Electric Capital Corp. 3.97%, due 12/9/05 10,000,000 9,958,095 Goldman Sachs Group, Inc. (The) 4.00%, due 11/16/05 10,000,000 9,983,333 Hershey Co. (The) (a) 3.72%, due 11/1/05 10,000,000 10,000,000 Merck & Co., Inc. 3.92%, due 11/3/05 10,000,000 9,997,822 National Rural Utilities Cooperative Finance Corp. 4.01%, due 11/28/05 10,000,000 9,969,925 Target Corp. 3.83%, due 11/7/05 5,000,000 4,996,808 ------------ Total Commercial Paper (Cost $57,896,650) 57,896,650 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FEDERAL AGENCY (4.4%) Federal Agricultural Mortgage Corp. 3.72%, due 11/1/05 $32,875,000 $ 32,875,000 ------------ Total Federal Agency (Cost $32,875,000) 32,875,000 ------------ Total Short-Term Investments (Cost $90,771,650) 90,771,650 ------------ Total Investments (Cost $735,010,006) (f) 98.8% 735,929,870(g) Cash and Other Assets Less Liabilities 1.2 9,297,447 ----------- ------------ Net Assets 100.0% $745,227,317 =========== ============ </Table> <Table> (a) May be sold to institutional investors only. (b) Floating rate. Rate shown is the rate in effect at October 31, 2005. (c) Floating Rate Loans generally pay interest at rates which are periodically re-determined at a margin above the London Inter-Bank Offered Rate ("LIBOR") or other short-term rates. The rate shown is the rate(s) in effect at October 31, 2005. Floating Rate Loans are generally considered restrictive in that the Fund is ordinarily contractually obligated to receive consent from the Agent Bank and/or borrower prior to disposition of a Floating Rate Loan (see Note 2(H)). (d) This security has additional commitments and contingencies. (See Note 6). (e) Illiquid security. (f) The cost for federal income tax purposes is $735,010,006. (g) At October 31, 2005 net unrealized appreciation was $919,864, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $2,665,411 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $1,745,547. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 107 STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $735,010,006) $735,929,870 Cash 3,323,848 Receivables: Fund shares sold 9,957,552 Interest 3,719,116 Investment securities sold 7,812,333 Other assets 65,464 ------------- Total assets 760,808,183 ------------- LIABILITIES: Payables: Investment securities purchased 7,504,710 Fund shares redeemed 6,026,258 Manager 370,379 NYLIFE Distributors 295,432 Professional 100,546 Shareholder communication 86,874 Transfer agent 83,629 Custodian 10,473 Accrued expenses 16,930 Dividend payable 1,085,635 ------------- Total liabilities 15,580,866 ------------- Net assets $745,227,317 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 50,642 Class B 6,224 Class C 16,816 Class I 929 Additional paid-in capital 748,037,763 Accumulated distributions in excess of net investment income (410,185) Accumulated net realized loss on investments (3,394,736) Net unrealized appreciation on investments 919,864 ------------- Net assets $745,227,317 ============= CLASS A Net assets applicable to outstanding shares $505,726,351 ============= Shares of capital stock outstanding 50,641,845 ============= Net asset value per share outstanding $ 9.99 Maximum sales charge (3.00% of offering price) 0.31 ------------- Maximum offering price per share outstanding $ 10.30 ============= CLASS B Net assets applicable to outstanding shares $ 62,196,506 ============= Shares of capital stock outstanding 6,224,384 ============= Net asset value and offering price per share outstanding $ 9.99 ============= CLASS C Net assets applicable to outstanding shares $168,020,656 ============= Shares of capital stock outstanding 16,816,247 ============= Net asset value and offering price per share outstanding $ 9.99 ============= CLASS I Net assets applicable to outstanding shares $ 9,283,804 ============= Shares of capital stock outstanding 929,302 ============= Net asset value and offering price per share outstanding $ 9.99 ============= </Table> 108 MainStay Floating Rate Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $30,544,727 ------------ EXPENSES: Manager 3,542,818 Distribution/Service--Class A 1,015,954 Service--Class B 127,726 Service--Class C 321,773 Transfer agent 406,464 Distribution--Class B 383,179 Distribution--Class C 965,320 Professional 224,178 Shareholder communication 128,400 Registration 111,805 Custodian 79,198 Trustees 48,827 Miscellaneous 149,685 ------------ Total expenses 7,505,327 ------------ Net investment income 23,039,400 ------------ REALIZED AND UNREALIZED LOSS ON INVESTMENTS: Net realized loss on investments (3,165,728) Net change in unrealized appreciation on investments (271,327) ------------ Net realized and unrealized loss on investments (3,437,055) ------------ Net increase in net assets resulting from operations $19,602,345 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 109 STATEMENT OF CHANGES IN NET ASSETS FOR THE YEAR ENDED OCTOBER 31, 2005 AND THE PERIOD MAY 3, 2004 THROUGH OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE IN NET ASSETS: Operations: Net investment income $ 23,039,400 $ 2,982,232 Net realized loss on investments (3,165,728) (229,008) Net change in unrealized appreciation on investments (271,327) 1,191,191 ---------------------------- Net increase in net assets resulting from operations 19,602,345 3,944,415 ---------------------------- Dividends to shareholders: From net investment income: Class A (16,755,410) (2,420,439) Class B (1,737,768) (337,800) Class C (4,370,180) (596,756) Class I (195,925) (17,539) ---------------------------- Total dividends to shareholders (23,059,283) (3,372,534) ---------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 442,727,728 269,458,103 Class B 40,272,526 42,644,547 Class C 128,405,865 89,961,938 Class I 7,453,652 2,283,052 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A 9,346,235 1,301,078 Class B 1,400,576 269,715 Class C 2,808,555 384,865 Class I 181,033 16,626 ---------------------------- 632,596,170 406,319,924 </Table> <Table> <Caption> 2005 2004 Cost of shares redeemed:+ Class A $(198,902,816) $(16,151,177) Class B (17,441,086) (4,759,409) Class C (48,255,192) (4,669,150) Class I (620,570) (4,320) ---------------------------- (265,219,664) (25,584,056) Increase in net assets derived from capital share transactions 367,376,506 380,735,868 ---------------------------- Net increase in net assets 363,919,568 381,307,749 NET ASSETS: Beginning of period 381,307,749 -- ---------------------------- End of period $ 745,227,317 $381,307,749 ============================ Accumulated distribution in excess of net investment income at end of period $ (410,185) $ (374,165) ============================ </Table> + Cost of shares redeemed net of redemption fee of $28,546 for the year ended October 31, 2005 and $47,683 for the year ended October 31, 2004. 110 MainStay Floating Rate Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B ---------------------------- ---------------------------- MAY 3, MAY 3, YEAR 2004* YEAR 2004* ENDED THROUGH ENDED THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 Net asset value at beginning of period $ 10.03 $ 10.00 $ 10.03 $ 10.00 ----------- ----------- ----------- ----------- Net investment income (a) 0.40 0.14 0.33 0.10 Net realized and unrealized gain (loss) on investments (0.03) 0.04 (0.04) 0.04 ----------- ----------- ----------- ----------- Total from investment operations 0.37 0.18 0.29 0.14 ----------- ----------- ----------- ----------- Less dividends: From net investment income (0.41) (0.15) (0.33) (0.11) ----------- ----------- ----------- ----------- Redemption fee 0.00(b) 0.00(b) 0.00(b) 0.00(b) ----------- ----------- ----------- ----------- Net asset value at end of period $ 9.99 $ 10.03 $ 9.99 $ 10.03 =========== =========== =========== =========== Total investment return (c) 3.72% 1.79%(d) 2.95% 1.41%(d) Ratios (to average net assets)/Supplemental Data: Net investment income 4.11% 2.83%+ 3.36% 2.08%+ Net expenses 1.04% 1.07%+ 1.79% 1.82%+ Expenses (before reimbursement) 1.04% 1.07%+ 1.79% 1.82%+ Portfolio turnover rate 13% 3% 13% 3% Net assets at end of period (in 000's) $505,726 $254,969 $62,196 $38,233 </Table> <Table> <Caption> CLASS C CLASS I ---------------------------- ---------------------------- MAY 3, MAY 3, YEAR 2004* YEAR 2004* ENDED THROUGH ENDED THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 Net asset value at beginning of period $ 10.03 $ 10.00 $10.03 $10.00 ----------- ----------- ----------- ----------- Net investment income (a) 0.33 0.10 0.43 0.15 Net realized and unrealized gain (loss) on investments (0.04) 0.04 (0.04) 0.04 ----------- ----------- ----------- ----------- Total from investment operations 0.29 0.14 0.39 0.19 ----------- ----------- ----------- ----------- Less dividends: From net investment income (0.33) (0.11) (0.43) (0.16) ----------- ----------- ----------- ----------- Redemption fee 0.00(b) 0.00(b) 0.00(b) 0.00(b) ----------- ----------- ----------- ----------- Net asset value at end of period $ 9.99 $ 10.03 $ 9.99 $10.03 =========== =========== =========== =========== Total investment return (c) 2.94% 1.41%(d) 3.98% 1.92%(d) Ratios (to average net assets)/Supplemental Data: Net investment income 3.36% 2.08%+ 4.36% 3.08%+ Net expenses 1.79% 1.82%+ 0.79% 0.82%+ Expenses (before reimbursement) 1.79% 1.82%+ 0.79% 0.82%+ Portfolio turnover rate 13% 3% 13% 3% Net assets at end of period (in 000's) $168,021 $85,807 $9,284 $2,298 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average shares outstanding during the period. (b) Less than one cent per share. (c) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (d) Total return is not annualized. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 111 MAINSTAY INDEXED BOND FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 3% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges -2.62% 4.83% 5.11% Excluding sales charges 0.39 5.47 5.43 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> CITIGROUP BROAD INVESTMENT MAINSTAY INDEXED BOND FUND GRADE BOND INDEX -------------------------- -------------------------- 10/31/95 9700 10000 10142 10589 10966 11524 11900 12607 11788 12669 12613 13590 14274 15576 15082 16472 15642 17294 16397 18280 10/31/05 16460 18507 </Table> CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 0.82% 5.75% 5.69% </Table> (PERFORMANCE GRAPH) <Table> <Caption> CITIGROUP BROAD INVESTMENT MAINSTAY INDEXED BOND FUND GRADE BOND INDEX -------------------------- -------------------------- 10/31/95 10000 10000 10480 10589 11358 11524 12353 12607 12257 12669 13148 13590 14915 15576 15798 16472 16425 17294 17249 18280 10/31/05 17389 18507 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS Citigroup Broad Investment Grade Bond Index(1) 1.24% 6.37% 6.35% Average Lipper general U.S. government fund(2) 0.60 5.01 5.13 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maximum initial sales charge of 3.00% and an annual 12b-1 fee of .25%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/Trustees. From inception (1/2/91) through 12/31/03, performance for Class A shares (first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge and fees and expenses for Class A shares. 1. The Citigroup Broad Investment Grade Bond Index--the BIG Index--is an unmanaged index that is considered representative of the U.S. investment-grade bond market. Results assume reinvestment of all income and capital gains. The BIG Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 2. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. 112 MainStay Indexed Bond Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY INDEXED BOND FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $ 997.60 $4.03 $1,021.00 $4.08 - --------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,000.50 $2.32 $1,022.70 $2.35 - --------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (0.80% for Class A, and 0.46% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). www.MAINSTAYfunds.com 113 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (PORTFOLIO COMPOSITION PIE CHART) <Table> U.S. Government & Federal Agencies 73.7 Corporate Bonds 18.6 Short-Term Investments (collateral from securities lending 17.6 is 15.6%) Foreign Bonds 3.3 Yankee Bonds 1.3 Asset-Backed Securities 1 Liabilities in Excess of Cash and Other Assets (15.5) </Table> See Portfolio of Investments on page 117 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. United States Treasury Note 3.375%, due 2/15/08 2. United States Treasury Note 4.25%, due 8/15/15 3. United States Treasury Note 3.75%, due 3/31/07 4. United States Treasury Note 3.75%, due 5/15/08 5. United States Treasury Note 4.125%, due 8/15/08 6. Federal Home Loan Mortgage Corporation (Mortgage Pass-Through Securities) 5.50%, due 7/1/35 7. United States Treasury Bond 5.375%, due 2/15/31 8. United States Treasury Note 3.125%, due 5/15/07 9. United States Treasury Note 4.00%, due 2/15/14 10. Federal Home Loan Mortgage Corporation (Mortgage Pass-Through Securities) 4.50%, due 8/1/20 </Table> 114 MainStay Indexed Bond Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Paul Cunningham and Donald F. Serek of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests at least 80% of its total assets in fixed-income securities in the Citigroup Broad Investment Grade Bond Index (the "BIG Index"),(1) including investment grade corporate bonds, U.S. dollar-denominated securities of foreign issuers, U.S. Treasury or agency issues, mortgage-related securities, and other securities. In implementing this strategy, we employ a specialized method to track the performance of the BIG Index. Using this method the Fund invests in fixed-income securities that, in the aggregate, are expected to mirror the performance of the BIG Index. WHAT WERE THE MAJOR FACTORS THAT AFFECTED THE INVESTMENT-GRADE BOND MARKET AND THE FUND DURING THE 12-MONTH REPORTING PERIOD? Bond prices fluctuated during the reporting period in response to the changing outlook for the U.S. econ- omy and inflation. As expected, when the economy appeared to be strengthening or when inflation appeared to be accelerating, interest rates rose and bond prices fell. (Interest rates and bond prices tend to move in opposite directions.) On the other hand, when the economic recovery appeared to be losing momentum or when inflation appeared to be decelerating, interest rates declined and bond prices rose. During the reporting period, the Federal Open Market Committee raised the targeted federal funds rate eight times, with a 25-basis-point increase on each occasion. (A basis point is one-hundredth of a percentage point.) Those rate hikes brought the federal funds target rate from 1.75% to 3.75%. As the Federal Reserve moved to raise interest rates, the difference between short- and long-term interest rates narrowed and the yield curve flattened. From November 1, 2004, through October 31, 2005, the yield on the two-year Treasury note increased 179 basis points to 4.37% and the 10-year Treasury yield rose 48 basis points to 4.55%. Over the same period, the yield on 30-year Treasurys declined eight basis points to 4.75%.(2) HOW DID YOU POSITION THE FUND DURING THE PERIOD? As always, the Fund seeks to track the total-return performance of the BIG Index. Since the Fund does not hold every security in the Index, however, the Fund's performance will vary from that of the Index. Aside from activity to accommodate new investments and share redemptions, most of the Fund's investment activity during the reporting period was intended to reduce excess exposure of the Fund relative to the benchmark. HOW DID THE FUND PERFORM RELATIVE TO THE BIG INDEX? The Fund's results and those of its benchmark are provided on page 112. Excluding all sales charges, both share classes of the Fund underperformed the BIG Index for the 12 months ended October 31, 2005. Since the Fund incurs expenses that an un- managed index does not, there will be times when the Fund's performance will lag the performance of the Index. HOW DID THE VARIOUS SECTORS OF THE BIG INDEX PERFORM? Treasurys, agencies, mortgage issues, and corporate bonds are the largest segments of BIG Index. Among these segments, mortgage issues had the highest return for the 12 months ended October 31, 2005, followed by agencies, corporate bonds, and Treasurys. Among Treasurys and agencies, the flattening yield curve caused longer-duration securities to outperform short-duration issues. Index funds generally seek to reflect the performance of an index or an allocation among indices, unlike other funds, whose objectives may, in some cases, involve seeking to outperform an index or other benchmark. Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. These risks are likely to be greater in emerging markets than in developed markets. The Fund may invest in derivatives, which may increase the volatility of the Fund's net asset value and may result in a loss to the Fund. Funds that invest in bonds are subject to credit, inflation, interest rate, and maturities risk and can lose principal value when interest rates rise. The Fund may experience a turnover rate of 100%, which may generate short-term capital gains, which are taxable to the shareholder. 1. See footnote on page 112 for more information on the Citigroup Broad Investment Grade Bond Index. 2. Source: Bloomberg--Historical yield curve data. www.MAINSTAYfunds.com 115 In the credit component--or corporate-bond portion--of the Index, A-rated bonds(3) showed the strongest performance, followed by AAA-rated bonds, BBB-rated bonds, and AA-rated bonds. Among the broad credit sectors, industrials provided the weakest performance during the reporting period, while finance was the best-performing broad industry sector. The poor performance of the industrial component of the Index was because of poor performance in specific subsectors, including vehicle parts, textile/apparel/shoes, and auto manufacturing. Within the automobile manufacturing subsector, General Motors and Ford Motor Company bonds lost their investment-grade status and were removed from the Index. The best-performing industrial subsectors included airlines, tobacco, and oilfield machinery & services. Despite insurance setbacks from hurricanes Katrina and Rita, property & casualty outperformed other subsectors in the finance portion of the credit component of the Index. 3. Debt rated AAA has the highest rating assigned by Standard & Poor's, and in the opinion of Standard & Poor's, the obligor's capacity to meet its financial commitment on the obligation is extremely strong. Debt rated AA by Standard & Poor's is deemed by Standard & Poor's to differ from the highest-rated issues only in small degree. In the opinion of Standard & Poor's, the obligor's capacity to meet its financial commitment on the obligation is very strong. Debt rated A by Standard & Poor's is deemed by Standard & Poor's to be somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. In the opinion of Standard & Poor's, however, the obligor's capacity to meet its financial commitment on the obligation is still strong. Debt rated BBB by Standard & Poor's is deemed by Standard & Poor's to exhibit adequate protection parameters. It is the opinion of Standard & Poor's, however, that adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation than would be the case for debt in higher-rated categories. When applied to Fund holdings, ratings are based solely on the creditworthiness of the bonds in the portfolio and are not meant to represent the security or safety of the Fund. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY INDEXED BOND FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. 116 MainStay Indexed Bond Fund PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> PRINCIPAL AMOUNT VALUE LONG-TERM BONDS (97.9%)+ COLLATERALIZED ASSET-BACKED SECURITIES (1.0%) - ------------------------------------------------------------------------------ CREDIT CARDS (0.9%) Bank One Issuance Trust Series 2002-3, Class A3 3.59%, due 5/17/10 $ 1,000,000 $ 978,801 Chase Issuance Trust Series 2005-10A, Class A 4.65%, due 12/17/12 500,000 499,150 MBNA Credit Card Master Note Trust Series 2005-6A, Class A1 4.50%, due 1/15/13 500,000 496,773 Series 2002-1, Class A6 4.95%, due 6/15/09 1,000,000 1,004,018 ------------ 2,978,742 ------------ TRANSPORTATION (0.1%) Continental Airlines, Inc. Series 1992-2, Class A1 7.256%, due 3/15/20 70,903 69,754 Northwest Airlines, Inc. Series 2000-1, Class G 8.072%, due 4/1/21 129,489 131,309 ------------ 201,063 ------------ Total Asset-Backed Securities (Cost $3,223,422) 3,179,805 ------------ CORPORATE BONDS (18.6%) - ------------------------------------------------------------------------------ BANKS (3.4%) ABN-Amro Bank NV Chicago 7.55%, due 6/28/06 403,000 410,277 Bank of America Corp. 4.75%, due 8/1/15 250,000 239,849 5.375%, due 6/15/14 250,000 253,062 5.875%, due 2/15/09 250,000 256,998 7.40%, due 1/15/11 500,000 551,959 Bank One Corp. 5.90%, due 11/15/11 250,000 258,811 6.875%, due 8/1/06 250,000 253,779 Branch Banking & Trust Co. 4.875%, due 1/15/13 100,000 98,333 Capital One Bank 4.25%, due 12/1/08 100,000 97,488 5.125%, due 2/15/14 100,000 96,874 Citigroup, Inc. 4.70%, due 5/29/15 300,000 287,443 4.875%, due 5/7/15 350,000 338,584 5.00%, due 3/6/07 250,000 250,854 5.625%, due 8/27/12 100,000 102,673 5.875%, due 2/22/33 250,000 249,132 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE BANKS (CONTINUED) Fleet National Bank 5.75%, due 1/15/09 $ 250,000 $ 256,177 HSBC Bank USA NA 3.875%, due 9/15/09 100,000 96,202 HSBC Finance Corp. 5.00%, due 6/30/15 250,000 240,836 JPMorgan Chase & Co. 4.875%, due 3/15/14 250,000 241,568 5.15%, due 10/1/15 500,000 487,148 5.75%, due 1/2/13 200,000 205,447 6.75%, due 2/1/11 500,000 534,647 Key Bank N.A. 5.00%, due 7/17/07 100,000 100,158 5.80%, due 7/1/14 50,000 51,726 MBNA America Bank NA 5.375%, due 1/15/08 300,000 302,775 Mellon Funding Corp. 5.00%, due 12/1/14 250,000 246,688 National City Bank of Pennsylvania 6.25%, due 3/15/11 250,000 263,103 Pemex Project Funding Master Trust 7.375%, due 12/15/14 350,000 382,550 PNC Bank N.A. 5.25%, due 1/15/17 75,000 73,625 PNC Funding Corp. 7.50%, due 11/1/09 100,000 108,650 Popular North America, Inc. 4.70%, due 6/30/09 100,000 98,786 Sanwa Bank, Ltd. 7.40%, due 6/15/11 100,000 109,529 SunTrust Banks, Inc. 5.05%, due 7/1/07 250,000 250,797 5.45%, due 12/1/17 100,000 100,279 Union Bank of Switzerland 7.25%, due 7/15/06 250,000 254,111 US Bank NA 6.375%, due 8/1/11 250,000 266,285 Wachovia Bank N.A. 4.85%, due 7/30/07 500,000 500,207 4.875%, due 2/1/15 250,000 242,248 Wachovia Corp. 6.25%, due 8/4/08 250,000 258,084 </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 117 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ------------------------------------------------------------------------------ BANKS (CONTINUED) Washington Mutual Financial Corp. 6.875%, due 5/15/11 $ 100,000 $ 108,390 Washington Mutual, Inc. 4.00%, due 1/15/09 100,000 96,676 4.20%, due 1/15/10 250,000 241,242 5.25%, due 9/15/17 175,000 167,977 7.50%, due 8/15/06 250,000 254,670 Wells Fargo & Co. 4.625%, due 8/9/10 350,000 344,961 Wells Fargo Bank N.A. 6.45%, due 2/1/11 500,000 531,878 World Savings Bank FSB 4.125%, due 12/15/09 100,000 96,920 ------------ 11,260,456 ------------ CONSUMER (1.2%) Altria Group, Inc. 7.65%, due 7/1/08 100,000 106,329 Anheuser-Busch Cos., Inc. 5.95%, due 1/15/33 250,000 260,689 Archer-Daniels-Midland Co. 8.125%, due 6/1/12 250,000 290,319 Bunge Ltd. Finance Corp. 5.35%, due 4/15/14 100,000 98,380 Campbell Soup Co. 4.875%, due 10/1/13 100,000 98,184 Coca-Cola Enterprises, Inc. 7.00%, due 10/1/26 100,000 114,210 8.50%, due 2/1/22 252,000 324,810 ConAgra Foods, Inc. 6.00%, due 9/15/06 100,000 100,950 7.875%, due 9/15/10 100,000 110,594 General Mills, Inc. 5.125%, due 2/15/07 100,000 100,133 6.00%, due 2/15/12 65,000 67,755 H.J. Heinz Finance Co. 6.625%, due 7/15/11 300,000 319,637 Kellogg Co. 6.60%, due 4/1/11 200,000 214,247 Kraft Foods, Inc. 5.25%, due 10/1/13 100,000 99,505 6.25%, due 6/1/12 250,000 262,784 Pepsi Bottling Holdings, Inc. 5.625%, due 2/17/09 (a) 250,000 255,851 Procter & Gamble Co. (The) 5.80%, due 8/15/34 75,000 77,016 6.875%, due 9/15/09 250,000 268,068 Sara Lee Corp. 6.25%, due 9/15/11 150,000 154,610 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE CONSUMER (CONTINUED) Tyson Foods, Inc. 7.25%, due 10/1/06 $ 140,000 $ 142,875 Unilever Capital Corp. 5.90%, due 11/15/32 100,000 102,948 6.875%, due 11/1/05 285,000 285,000 ------------ 3,854,894 ------------ ELECTRIC (1.3%) American Electric Power Co., Inc. Series C 5.375%, due 3/15/10 200,000 201,594 Appalachian Power Co. Series H 5.95%, due 5/15/33 100,000 97,813 Arizona Public Service Co. 6.375%, due 10/15/11 100,000 105,593 CenterPoint Energy Houston Electric LLC Series K2 6.95%, due 3/15/33 100,000 115,595 Dominion Resources, Inc. 5.00%, due 3/15/13 100,000 96,945 5.15%, due 7/15/15 100,000 95,871 Series B 6.25%, due 6/30/12 150,000 156,621 DTE Energy Co. 7.05%, due 6/1/11 100,000 107,368 Duke Energy Corp. 6.45%, due 10/15/32 250,000 261,323 FirstEnergy Corp. Series B 6.45%, due 11/15/11 250,000 262,977 Series C 7.375%, due 11/15/31 50,000 56,938 FPL Group Capital, Inc. 7.375%, due 6/1/09 250,000 269,837 Midamerican Energy Holdings Co. 5.875%, due 10/1/12 100,000 102,478 Midamerican Funding LLC 6.75%, due 3/1/11 100,000 106,885 Pacific Gas & Electric Co. 6.05%, due 3/1/34 250,000 251,158 Pepco Holdings, Inc. 6.45%, due 8/15/12 100,000 104,680 7.45%, due 8/15/32 100,000 113,286 Progress Energy, Inc. 6.85%, due 4/15/12 400,000 424,987 PSI Energy, Inc. 5.00%, due 9/15/13 100,000 97,401 </Table> 118 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ------------------------------------------------------------------------------ ELECTRIC (CONTINUED) San Diego Gas & Electric Co. 5.35%, due 5/15/35 $ 25,000 $ 23,911 SCANA Corp. 6.25%, due 2/1/12 100,000 105,207 Sempra Energy 6.00%, due 2/1/13 100,000 102,291 Southern California Edison Co. 5.00%, due 1/15/14 100,000 98,481 6.00%, due 1/15/34 100,000 102,821 Southern Power Co. 6.25%, due 7/15/12 100,000 104,779 TXU Electric Delivery Co. 6.375%, due 5/1/12 100,000 104,841 7.00%, due 9/1/22 100,000 108,767 Union Electric Co. 4.65%, due 10/1/13 100,000 95,908 Union Oil Co. of California 7.35%, due 6/15/09 100,000 108,013 Wisconsin Energy Corp. 6.50%, due 4/1/11 100,000 105,542 Wisconsin Power & Light Co. 6.25%, due 7/31/34 50,000 52,013 ------------ 4,141,924 ------------ ENERGY (1.0%) Amerada Hess Corp. 7.30%, due 8/15/31 100,000 112,930 Amoco Co. 6.50%, due 8/1/07 250,000 257,007 Anadarko Finance Co. 6.75%, due 5/1/11 100,000 107,474 Burlington Resources, Inc. 7.375%, due 3/1/29 104,000 124,336 ConocoPhillips 5.90%, due 10/15/32 250,000 263,234 ConocoPhillips Holding Co. 6.35%, due 4/15/09 150,000 158,032 Consolidated Edison Co. of New York, Inc. 5.625%, due 7/1/12 100,000 103,331 Constellation Energy Group, Inc. 6.125%, due 9/1/09 100,000 102,826 Consumers Energy Co. Series B 5.375%, due 4/15/13 100,000 99,488 Devon Financing Corp. LLC 6.875%, due 9/30/11 400,000 433,123 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE ENERGY (CONTINUED) Enterprise Products Operating, L.P. 5.75%, due 3/1/35 $ 100,000 $ 89,265 6.875%, due 3/1/33 100,000 102,933 Halliburton Co. 5.50%, due 10/15/10 100,000 102,078 Kinder Morgan Energy Partners, L.P. 6.75%, due 3/15/11 200,000 212,755 7.125%, due 3/15/12 150,000 163,677 Kinder Morgan, Inc. 5.15%, due 3/1/15 100,000 96,616 Marathon Oil Corp. 6.80%, due 3/15/32 100,000 112,242 Northern States Power Co. 6.875%, due 8/1/09 100,000 105,981 Occidental Petroleum Corp. 7.20%, due 4/1/28 100,000 119,844 Texaco Capital, Inc. 9.75%, due 3/15/20 176,000 255,074 Valero Energy Corp. 7.50%, due 4/15/32 100,000 117,966 XTO Energy, Inc. 5.30%, due 6/30/15 75,000 74,095 ------------ 3,314,307 ------------ FINANCE--OTHER (2.3%) American Express Travel Related Services Co., Inc. Series E 3.625%, due 2/20/09 250,000 239,721 Archstone-Smith Operating Trust 5.25%, due 5/1/15 100,000 97,740 AvalonBay Communities, Inc. 4.95%, due 3/15/13 100,000 97,312 Bear Stearns Cos., Inc. (The) 5.70%, due 11/15/14 250,000 255,472 Boston Properties, Inc. 6.25%, due 1/15/13 100,000 104,264 Camden Property Trust 4.375%, due 1/15/10 100,000 95,994 Chelsea Property Group, Inc. 6.00%, due 1/15/13 100,000 102,485 Countrywide Home Loans, Inc. 3.25%, due 5/21/08 250,000 239,458 5.625%, due 5/15/07 100,000 101,034 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 119 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ------------------------------------------------------------------------------ FINANCE--OTHER (CONTINUED) Credit Suisse First Boston USA, Inc. 3.875%, due 1/15/09 $ 125,000 $ 120,819 4.875%, due 1/15/15 250,000 239,783 5.125%, due 1/15/14 100,000 98,680 6.50%, due 1/15/12 250,000 266,932 EOP Operating, L.P. 4.75%, due 3/15/14 100,000 94,423 7.75%, due 11/15/07 425,000 447,771 ERP Operating, L.P. 6.95%, due 3/2/11 100,000 107,581 Goldman Sachs Group, Inc. (The) 4.75%, due 7/15/13 250,000 239,781 5.15%, due 1/15/14 625,000 613,642 5.70%, due 9/1/12 450,000 459,641 Lehman Brothers Holdings, Inc. Series G 4.80%, due 3/13/14 200,000 193,469 6.625%, due 2/5/06 250,000 251,359 7.00%, due 2/1/08 250,000 261,028 Liberty Property, L.P. 5.125%, due 3/2/15 100,000 95,675 Merrill Lynch & Co., Inc. Series B 5.30%, due 9/30/15 250,000 249,622 6.00%, due 2/17/09 250,000 257,813 Morgan Stanley 3.625%, due 4/1/08 250,000 242,896 4.00%, due 1/15/10 350,000 334,706 5.375%, due 10/15/15 175,000 172,734 6.10%, due 4/15/06 250,000 251,613 6.60%, due 4/1/12 175,000 187,642 6.75%, due 10/15/13 175,000 188,212 National Rural Utilities Cooperative Finance Corp. 5.75%, due 8/28/09 250,000 256,196 ProLogis 5.625%, due 11/15/15 (a) 50,000 49,866 Regency Centers, L.P. 5.25%, due 8/1/15 (a) 100,000 96,931 Residential Capital Corp. 6.375%, due 6/30/10 (a) 125,000 126,968 Simon Property Group, L.P. 5.375%, due 8/28/08 100,000 100,894 SLM Corp. 5.625%, due 8/1/33 250,000 247,549 ------------ 7,587,706 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE GAS (0.2%) KeySpan Corp. 4.65%, due 4/1/13 $ 100,000 $ 96,595 Michigan Consolidated Gas Co. Series B 7.15%, due 5/30/06 375,000 379,738 NiSource Finance Corp. 6.15%, due 3/1/13 100,000 103,848 7.625%, due 11/15/05 100,000 100,104 ------------ 680,285 ------------ INDEPENDENT (1.5%) American General Finance Corp. Series G 5.75%, due 3/15/07 250,000 252,611 CIT Group, Inc. 5.75%, due 9/25/07 250,000 253,952 7.75%, due 4/2/12 250,000 282,793 CitiFinancial Credit Co. 8.70%, due 6/15/10 227,000 260,449 General Electric Capital Corp. 5.00%, due 6/15/07 750,000 752,961 6.00%, due 6/15/12 1,125,000 1,183,287 6.75%, due 3/15/32 400,000 457,505 6.80%, due 11/1/05 250,000 250,000 Household Finance Corp. 5.75%, due 1/30/07 250,000 252,824 HSBC Finance Corp. 6.375%, due 10/15/11 550,000 581,014 6.40%, due 6/17/08 250,000 258,801 International Lease Finance Corp. Series O 4.375%, due 11/1/09 250,000 245,102 ------------ 5,031,299 ------------ INSURANCE (0.7%) Aetna, Inc. 7.875%, due 3/1/11 100,000 112,102 AIG SunAmerica Global Financing VI 6.30%, due 5/10/11 (a) 250,000 264,629 Allstate Corp. (The) 5.00%, due 8/15/14 150,000 146,554 7.20%, due 12/1/09 100,000 107,808 Aon Corp. 7.375%, due 12/14/12 100,000 111,141 Assurant, Inc. 5.625%, due 2/15/14 100,000 99,993 Berkshire Hathaway Finance Corp. 4.85%, due 1/15/15 250,000 243,003 Chubb Corp. 5.20%, due 4/1/13 100,000 99,077 </Table> 120 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ------------------------------------------------------------------------------ INSURANCE (CONTINUED) Genworth Financial, Inc. 5.75%, due 6/15/14 $ 50,000 $ 51,599 Hartford Financial Services Group, Inc. (The) 7.90%, due 6/15/10 100,000 111,107 Marsh & McLennan Cos., Inc. 5.375%, due 7/15/14 100,000 95,737 Metlife, Inc. 5.00%, due 11/24/13 50,000 48,989 5.00%, due 6/15/15 100,000 97,171 6.125%, due 12/1/11 100,000 105,081 Nationwide Financial Services, Inc. 5.10%, due 10/1/15 25,000 24,225 Prudential Financial, Inc. 5.10%, due 9/20/14 100,000 98,353 SAFECO Corp. 4.20%, due 2/1/08 100,000 98,167 Travelers Property Casualty Corp. 5.00%, due 3/15/13 100,000 96,618 UnitedHealth Group, Inc. 5.00%, due 8/15/14 100,000 98,527 WellPoint, Inc. 5.95%, due 12/15/34 150,000 151,864 ------------ 2,261,745 ------------ MANUFACTURING (2.8%) Alcoa, Inc. 6.00%, due 1/15/12 250,000 260,512 American Standard, Inc. 7.375%, due 2/1/08 50,000 52,264 Boeing Co. (The) 6.125%, due 2/15/33 250,000 267,491 Caterpillar, Inc. 5.30%, due 9/15/35 313,000 298,119 Centex Corp. 7.50%, due 1/15/12 100,000 108,000 Computer Sciences Corp. 5.00%, due 2/15/13 100,000 91,495 CRH America, Inc. 5.30%, due 10/15/13 100,000 99,432 DaimlerChrysler NA Holding Corp. 4.05%, due 6/4/08 250,000 242,713 6.40%, due 5/15/06 250,000 252,079 8.50%, due 1/18/31 250,000 293,404 Dow Chemical Co. (The) 6.00%, due 10/1/12 200,000 209,208 E.I. du Pont de Nemours & Co. 4.75%, due 11/15/12 250,000 245,722 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE MANUFACTURING (CONTINUED) Eastman Chemical Co. 7.25%, due 1/15/24 $ 100,000 $ 108,596 Electronic Data Systems Corp. Series B 6.50%, due 8/1/13 100,000 100,833 Emerson Electric Co. 7.125%, due 8/15/10 250,000 273,327 First Data Corp. 4.70%, due 8/1/13 100,000 95,962 Ford Motor Credit Co. 4.95%, due 1/15/08 250,000 234,457 6.50%, due 1/25/07 250,000 247,033 6.875%, due 2/1/06 200,000 199,897 7.00%, due 10/1/13 (b) 350,000 320,343 7.375%, due 2/1/11 500,000 469,599 7.875%, due 6/15/10 504,000 485,139 General Dynamics Corp. 4.25%, due 5/15/13 100,000 95,209 Goodrich Corp. 7.00%, due 4/15/38 50,000 54,885 Hewlett-Packard Co. 3.625%, due 3/15/08 250,000 243,370 Honeywell International, Inc. 7.50%, due 3/1/10 100,000 109,978 ICI Wilmington, Inc. 4.375%, due 12/1/08 100,000 97,746 International Business Machines Corp. 4.25%, due 9/15/09 150,000 147,061 6.50%, due 1/15/28 100,000 110,397 7.50%, due 6/15/13 100,000 115,019 International Paper Co. 5.25%, due 4/1/16 100,000 93,514 5.85%, due 10/30/12 100,000 100,170 John Deere Capital Corp. 7.00%, due 3/15/12 250,000 275,104 Jones Apparel Group, Inc. 5.125%, due 11/15/14 50,000 44,914 Lennar Corp. 5.125%, due 10/1/10 (a) 50,000 48,892 5.60%, due 5/31/15 (a) 50,000 47,893 Litton Industries, Inc. 8.00%, due 10/15/09 100,000 110,349 Lockheed Martin Corp. 7.65%, due 5/1/16 250,000 296,939 Lubrizol Corp. 5.50%, due 10/1/14 100,000 98,544 Masco Corp. 4.80%, due 6/15/15 200,000 190,069 6.75%, due 3/15/06 100,000 100,753 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 121 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ------------------------------------------------------------------------------ MANUFACTURING (CONTINUED) MeadWestvaco Corp. 6.85%, due 4/1/12 $ 100,000 $ 105,479 Motorola, Inc. 7.50%, due 5/15/25 100,000 118,082 Newmont Mining Corp. 8.625%, due 5/15/11 50,000 58,052 Northrop Grumman Corp. 7.125%, due 2/15/11 100,000 109,191 7.875%, due 3/1/26 100,000 124,807 Praxair, Inc. 3.95%, due 6/1/13 100,000 92,898 Pulte Homes, Inc. 7.875%, due 8/1/11 100,000 109,517 Raytheon Co. 5.50%, due 11/15/12 100,000 101,494 6.40%, due 12/15/18 100,000 108,179 6.75%, due 8/15/07 88,000 90,550 Rohm & Haas Co. 7.85%, due 7/15/29 100,000 126,063 Textron Financial Corp. 4.125%, due 3/3/08 125,000 122,863 Toyota Motor Credit Corp. 4.25%, due 3/15/10 100,000 97,444 United Technologies Corp. 6.35%, due 3/1/11 250,000 265,753 Weyerhaeuser Co. 6.75%, due 3/15/12 200,000 211,779 7.375%, due 3/15/32 100,000 107,721 ------------ 9,286,303 ------------ SERVICE (2.6%) Albertson's, Inc. 8.00%, due 5/1/31 100,000 91,544 Belo Corp. 8.00%, due 11/1/08 100,000 106,559 Bristol-Myers Squibb Co. 5.75%, due 10/1/11 250,000 258,620 Cardinal Health, Inc. 4.00%, due 6/15/15 100,000 88,496 Cendant Corp. 6.25%, due 1/15/08 200,000 203,452 Clear Channel Communications, Inc. 5.50%, due 9/15/14 100,000 93,915 6.00%, due 11/1/06 200,000 202,100 6.875%, due 6/15/18 100,000 99,540 Comcast Cable Communications Holdings, Inc. 8.375%, due 3/15/13 250,000 287,977 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE SERVICE (CONTINUED) Comcast Cable Communications, Inc. 6.375%, due 1/30/06 $ 100,000 $ 100,431 7.125%, due 6/15/13 250,000 270,636 Comcast Corp. 4.95%, due 6/15/16 100,000 92,883 5.65%, due 6/15/35 200,000 178,842 COX Communications, Inc. 3.875%, due 10/1/08 40,000 38,563 5.45%, due 12/15/14 100,000 97,129 7.75%, due 8/15/06 100,000 102,112 7.75%, due 11/1/10 200,000 217,332 CVS Corp. 4.875%, due 9/15/14 50,000 47,962 Eli Lilly & Co. 4.50%, due 3/15/18 100,000 92,704 Federated Department Stores, Inc. 6.625%, due 9/1/08 100,000 103,881 Genentech, Inc. 4.75%, due 7/15/15 (a) 100,000 96,525 GlaxoSmithKline Capital, Inc. 4.375%, due 4/15/14 100,000 95,203 Harrah's Operating Co., Inc. 5.625%, due 6/1/15 (a) 50,000 47,979 8.00%, due 2/1/11 100,000 110,239 Historic TW, Inc. 6.625%, due 5/15/29 250,000 252,677 IAC/InterActiveCorp. 7.00%, due 1/15/13 100,000 102,489 Kroger Co. (The) 5.50%, due 2/1/13 250,000 244,289 Lowe's Cos., Inc. 6.875%, due 2/15/28 100,000 114,889 Marriott International, Inc. 4.625%, due 6/15/12 50,000 47,844 May Department Stores Co. (The) 6.65%, due 7/15/24 50,000 50,528 6.70%, due 9/15/28 100,000 101,517 Merck & Co., Inc. 4.75%, due 3/1/15 250,000 236,503 News America, Inc. 5.30%, due 12/15/14 200,000 195,874 7.25%, due 5/18/18 100,000 110,650 Pfizer, Inc. 4.65%, due 3/1/18 300,000 284,838 Quest Diagnostics, Inc. 5.125%, due 11/1/10 (a) 50,000 49,902 R.R. Donnelley & Sons Co. 5.50%, due 5/15/15 (a) 100,000 96,830 </Table> 122 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ------------------------------------------------------------------------------ SERVICE (CONTINUED) Republic Services, Inc. 6.75%, due 8/15/11 $ 50,000 $ 53,485 Safeway, Inc. 5.80%, due 8/15/12 200,000 199,839 Schering-Plough Corp. 6.75%, due 12/1/33 100,000 112,556 Science Applications International Corp. 6.25%, due 7/1/12 100,000 103,732 Target Corp. 5.875%, due 3/1/12 250,000 261,722 Time Warner, Inc. 6.75%, due 4/15/11 250,000 264,090 6.875%, due 5/1/12 125,000 133,795 7.625%, due 4/15/31 150,000 169,127 Viacom, Inc. 5.50%, due 5/15/33 100,000 86,431 5.625%, due 8/15/12 350,000 347,291 Wal-Mart Stores, Inc. 4.75%, due 8/15/10 150,000 148,536 5.25%, due 9/1/35 250,000 234,614 6.875%, due 8/10/09 250,000 266,763 Walt Disney Co. (The) 6.375%, due 3/1/12 250,000 263,306 6.75%, due 3/30/06 100,000 100,882 Waste Management, Inc. 5.00%, due 3/15/14 50,000 48,468 7.00%, due 10/15/06 100,000 101,756 7.125%, due 12/15/17 100,000 110,948 Wyeth 5.50%, due 3/15/13 250,000 252,168 5.50%, due 2/1/14 50,000 50,358 6.45%, due 2/1/24 100,000 107,013 Yum! Brands, Inc. 8.875%, due 4/15/11 100,000 116,479 ------------ 8,546,813 ------------ TELECOM (1.1%) ALLTEL Corp. 4.656%, due 5/17/07 100,000 99,513 7.00%, due 7/1/12 250,000 272,850 BellSouth Corp. 5.20%, due 9/15/14 100,000 97,917 6.00%, due 11/15/34 100,000 96,215 6.875%, due 10/15/31 250,000 265,748 CenturyTel, Inc. Series H 8.375%, due 10/15/10 100,000 111,178 Cingular Wireless LLC 6.50%, due 12/15/11 100,000 106,520 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE TELECOM (CONTINUED) New Cingular Wireless Services, Inc. 7.35%, due 3/1/06 $ 150,000 $ 151,301 8.125%, due 5/1/12 100,000 115,003 8.75%, due 3/1/31 100,000 130,405 SBC Communications, Inc. 5.10%, due 9/15/14 200,000 193,086 5.875%, due 2/1/12 100,000 102,326 6.15%, due 9/15/34 250,000 244,206 Sprint Capital Corp. 6.875%, due 11/15/28 100,000 106,620 8.375%, due 3/15/12 500,000 576,896 8.75%, due 3/15/32 100,000 129,344 Verizon Global Funding Corp. 6.125%, due 6/15/07 250,000 254,899 7.75%, due 12/1/30 350,000 405,915 Verizon Pennsylvania, Inc. Series A 5.65%, due 11/15/11 250,000 248,245 ------------ 3,708,187 ------------ TRANSPORTATION (0.4%) Burlington Northern Santa Fe Corp. 6.75%, due 7/15/11 100,000 107,459 7.125%, due 12/15/10 100,000 109,129 CSX Corp. 6.30%, due 3/15/12 100,000 105,717 CSX Transportation, Inc. 7.875%, due 5/15/43 100,000 125,955 Norfolk Southern Corp. 5.64%, due 5/17/29 144,000 140,959 6.00%, due 4/30/08 100,000 101,919 7.05%, due 5/1/37 100,000 116,610 7.80%, due 5/15/27 6,000 7,460 Union Pacific Corp. 5.75%, due 10/15/07 100,000 101,502 6.125%, due 1/15/12 100,000 104,816 6.65%, due 1/15/11 100,000 106,548 ------------ 1,128,074 ------------ UTILITY--OTHER (0.1%) Exelon Corp. 6.75%, due 5/1/11 200,000 211,435 PSE&G Power LLC 7.75%, due 4/15/11 100,000 110,275 ------------ 321,710 ------------ Total Corporate Bonds (Cost $61,707,495) 61,123,703 ------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 123 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE FOREIGN BONDS (3.3%) - ------------------------------------------------------------------------------ BANKS (0.5%) Bank of Tokyo-Mitsubishi, Ltd. (The) 8.40%, due 4/15/10 $ 100,000 $ 112,365 HSBC Holdings PLC 7.50%, due 7/15/09 250,000 271,013 International Bank of Reconstruction & Development (zero coupon), due 3/11/31 504,000 132,758 Korea Development Bank 4.25%, due 11/13/07 100,000 98,652 Kreditanstalt fuer Wiederaufbau 3.375%, due 1/23/08 550,000 536,121 Landwirtschaftliche Rentenbank Series 5 3.25%, due 6/16/08 250,000 240,928 Royal Bank of Scotland Group PLC 5.00%, due 11/12/13 100,000 99,466 5.05%, due 1/8/15 100,000 98,269 UFJ Finance Aruba AEC 6.75%, due 7/15/13 100,000 108,218 ------------ 1,697,790 ------------ CONSUMER (0.1%) Diageo Capital PLC 3.375%, due 3/20/08 250,000 241,777 ------------ ELECTRIC (0.0%)++ Scottish Power PLC 5.375%, due 3/15/15 100,000 98,306 ------------ ENERGY (0.0%)++ Transocean, Inc. 7.375%, due 4/15/18 100,000 116,702 ------------ FOREIGN SOVEREIGN (1.4%) Canadian Government 5.25%, due 11/5/08 500,000 510,755 Italian Republic 4.375%, due 10/25/06 250,000 249,477 5.625%, due 6/15/12 750,000 782,994 Malaysian Government 7.50%, due 7/15/11 100,000 111,904 Republic of Chile 5.50%, due 1/15/13 100,000 102,380 Republic of Finland 4.75%, due 3/6/07 250,000 249,837 Republic of Korea 8.875%, due 4/15/08 250,000 275,181 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FOREIGN SOVEREIGN (CONTINUED) Republic of Poland 5.25%, due 1/15/14 $ 100,000 $ 101,100 Republic of South Africa 7.375%, due 4/25/12 100,000 110,500 United Mexican States Series A 5.875%, due 1/15/14 750,000 762,000 6.375%, due 1/16/13 550,000 576,125 6.75%, due 9/27/34 (b) 150,000 156,375 7.50%, due 1/14/12 250,000 277,000 8.50%, due 2/1/06 250,000 252,625 ------------ 4,518,253 ------------ INSURANCE (0.1%) Axa 8.60%, due 12/15/30 105,000 136,619 XL Capital, Ltd. 5.25%, due 9/15/14 50,000 47,910 ------------ 184,529 ------------ MANUFACTURING (0.2%) Alcan, Inc. 5.00%, due 6/1/15 100,000 95,880 BHP Billiton Finance USA Ltd. 4.80%, due 4/15/13 100,000 97,953 Celulosa Arauco y Constitucion S.A. 5.625%, due 4/20/15 50,000 48,558 Hanson Australia Funding, Ltd. 5.25%, due 3/15/13 100,000 98,442 Stora Enso Oyj 7.375%, due 5/15/11 100,000 107,318 Tyco International Group S.A. 6.00%, due 11/15/13 100,000 103,735 ------------ 551,886 ------------ REGIONAL GOVERNMENT (0.3%) Hydro-Quebec Series JL 6.30%, due 5/11/11 250,000 266,665 Province of British Columbia 5.375%, due 10/29/08 250,000 254,590 Province of Ontario 6.00%, due 2/21/06 511,000 513,329 ------------ 1,034,584 ------------ SERVICE (0.0%)++ Thomson Corp. (The) 6.20%, due 1/5/12 100,000 105,327 ------------ </Table> 124 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FOREIGN BONDS (CONTINUED) - ------------------------------------------------------------------------------ TELECOM (0.7%) America Movil S.A. de C.V. 5.75%, due 1/15/15 $ 125,000 $ 122,716 British Telecommunications PLC 8.375%, due 12/15/10 100,000 114,013 8.875%, due 12/15/30 100,000 130,636 Deutsche Telekom International Finance B.V. 5.25%, due 7/22/13 100,000 98,875 8.50%, due 6/15/10 350,000 390,576 9.25%, due 6/1/32 100,000 135,288 France Telecom S.A. 8.50%, due 3/1/31 250,000 326,656 Koninklijke (Royal) KPN N.V. 8.00%, due 10/1/10 100,000 111,502 Telecom Italia Capital S.A. 4.95%, due 9/30/14 150,000 142,329 6.00%, due 9/30/34 100,000 94,943 Series C 6.375%, due 11/15/33 100,000 99,351 Telefonica Europe BV 8.25%, due 9/15/30 100,000 125,136 Telefonos de Mexico S.A. de C.V. 4.50%, due 11/19/08 100,000 97,836 Vodafone Group PLC 7.75%, due 2/15/10 250,000 275,004 7.875%, due 2/15/30 100,000 123,278 ------------ 2,388,139 ------------ Total Foreign Bonds (Cost $10,981,335) 10,937,293 ------------ U.S. GOVERNMENT & FEDERAL AGENCIES (73.7%) - ------------------------------------------------------------------------------ FEDERAL HOME LOAN BANK (1.3%) 2.875%, due 9/15/06 1,000,000 985,934 3.375%, due 9/14/07 1,500,000 1,466,610 4.25%, due 5/15/09 (b) 2,000,000 1,965,874 ------------ 4,418,418 ------------ FEDERAL HOME LOAN MORTGAGE CORPORATION (3.5%) 2.75%, due 8/15/06 500,000 493,259 4.00%, due 12/15/09 3,250,000 3,161,067 4.125%, due 7/12/10 1,085,000 1,054,806 4.50%, due 1/15/15 2,000,000 1,936,542 5.00%, due 7/15/14 1,000,000 1,004,469 5.25%, due 1/15/06 2,000,000 2,003,684 6.25%, due 7/15/32 1,500,000 1,739,544 ------------ 11,393,371 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FEDERAL HOME LOAN MORTGAGE CORPORATION (MORTGAGE PASS-THROUGH SECURITIES) (14.7%) 4.00%, due 1/1/20 $ 723,924 $ 685,270 4.00%, due 2/1/20 2,055,457 1,944,141 4.00%, due 4/1/20 530,105 501,397 4.50%, due 7/15/13 1,000,000 975,771 V 4.50%, due 8/1/20 4,890,459 4,733,454 4.50%, due 11/1/20 TBA (c) 1,000,000 967,188 4.50%, due 8/1/33 427,184 399,832 4.50%, due 6/1/34 488,851 456,951 4.50%, due 5/1/35 928,858 867,134 4.50%, due 6/1/35 991,643 925,747 4.50%, due 8/1/35 993,019 927,031 5.00%, due 5/1/18 613,153 605,354 5.00%, due 6/1/18 313,540 309,519 5.00%, due 7/1/18 917,863 906,134 5.00%, due 9/1/18 1,259,692 1,243,806 5.00%, due 11/1/18 927,338 915,444 5.00%, due 12/1/18 399,124 394,005 5.00%, due 11/1/20 TBA (c) 3,000,000 2,958,750 5.00%, due 4/1/35 494,634 476,055 5.00%, due 7/1/35 1,479,423 1,423,855 5.00%, due 8/1/35 4,471,386 4,303,438 5.00%, due 9/1/35 2,495,115 2,401,397 5.00%, due 10/1/35 2,000,000 1,924,879 5.50%, due 3/1/17 255,035 256,788 5.50%, due 7/1/17 138,851 139,803 5.50%, due 10/1/17 512,897 516,393 5.50%, due 11/1/33 115,884 114,580 5.50%, due 8/1/34 1,878,280 1,857,135 5.50%, due 2/1/35 964,057 952,374 V 5.50%, due 7/1/35 4,980,551 4,917,992 5.50%, due 8/1/35 4,424,765 4,369,188 5.50%, due 11/1/35 TBA (c) 41,779 41,231 6.00%, due 12/1/13 14,265 14,576 6.00%, due 4/1/14 44,841 45,816 6.00%, due 2/1/17 148,216 151,469 6.00%, due 3/1/17 148,899 152,165 6.00%, due 5/1/17 281,602 287,775 6.00%, due 7/1/17 82,210 84,012 6.00%, due 8/1/17 35,614 36,396 6.00%, due 3/1/29 44,085 44,635 6.00%, due 6/1/31 177,808 179,826 6.00%, due 12/1/31 396,882 401,386 6.00%, due 9/1/32 160,572 162,329 6.00%, due 12/1/32 3,697 3,731 6.00%, due 4/1/33 294,338 297,484 6.00%, due 11/1/33 807 815 6.00%, due 12/1/33 665 672 6.00%, due 1/1/34 363,734 367,474 6.00%, due 2/1/34 3,030 3,061 6.00%, due 4/1/34 18,972 19,167 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 125 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE U.S. GOVERNMENT & FEDERAL AGENCIES (CONTINUED) - ------------------------------------------------------------------------------ FEDERAL HOME LOAN MORTGAGE CORPORATION (MORTGAGE PASS-THROUGH SECURITIES) (CONTINUED) 6.00%, due 5/1/35 $ 53,727 $ 54,280 6.50%, due 4/1/11 8,284 8,541 6.50%, due 5/1/11 7,936 8,182 6.50%, due 10/1/11 6,829 7,041 6.50%, due 6/1/14 55,163 56,915 6.50%, due 2/1/17 26,486 27,316 6.50%, due 4/1/17 28,559 29,453 6.50%, due 5/1/17 85,610 88,292 6.50%, due 12/1/24 92,394 94,726 6.50%, due 11/1/25 64,366 66,335 6.50%, due 5/1/26 23,093 23,676 6.50%, due 3/1/27 21,850 22,491 6.50%, due 5/1/31 47,538 48,830 6.50%, due 8/1/31 39,768 40,849 6.50%, due 1/1/32 182,001 186,948 6.50%, due 3/1/32 211,873 217,541 6.50%, due 4/1/32 60,112 61,712 6.50%, due 7/1/32 49,061 50,367 6.50%, due 1/1/34 304,181 311,874 7.00%, due 6/1/11 14,801 15,428 7.00%, due 11/1/11 4,877 5,084 7.00%, due 4/1/26 19,448 20,351 7.00%, due 7/1/26 2,879 3,013 7.00%, due 12/1/27 35,069 36,666 7.00%, due 1/1/30 21,132 22,064 7.00%, due 3/1/31 108,129 112,887 7.00%, due 10/1/31 53,527 55,883 7.00%, due 3/1/32 189,869 198,225 7.50%, due 9/1/11 5,648 5,930 7.50%, due 10/1/11 17,265 18,155 7.50%, due 1/1/26 5,986 6,347 7.50%, due 11/1/26 1,345 1,426 7.50%, due 3/1/27 1,659 1,758 7.50%, due 2/1/30 3,456 3,655 7.50%, due 2/1/32 120,927 127,883 8.00%, due 7/1/26 14,111 15,063 ------------ 48,720,012 ------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION (2.2%) 3.25%, due 11/15/07 1,000,000 973,180 3.25%, due 8/15/08 2,000,000 1,926,658 4.625%, due 10/15/13 2,000,000 1,961,836 5.00%, due 1/15/07 1,500,000 1,506,915 6.21%, due 8/6/38 475,000 550,050 ------------ 6,918,639 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FEDERAL NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (18.3%) 4.50%, due 1/1/20 $ 1,444,688 $ 1,398,101 4.50%, due 7/1/20 3,911,705 3,784,208 4.50%, due 8/1/20 981,147 949,168 5.00%, due 10/1/17 45,285 44,721 5.00%, due 11/1/17 380,213 375,474 5.00%, due 12/1/17 304,997 301,196 5.00%, due 2/1/18 411,575 406,288 5.00%, due 7/1/18 151,295 149,352 5.00%, due 8/1/18 955,927 943,648 5.00%, due 11/1/18 484,849 478,621 5.00%, due 1/1/19 923,488 911,347 5.00%, due 1/1/20 977,722 964,869 5.00%, due 6/1/20 492,431 485,922 5.00%, due 10/1/20 3,000,000 2,960,344 5.00%, due 4/1/35 2,436,031 2,344,950 5.00%, due 6/1/35 2,954,215 2,843,760 5.00%, due 7/1/35 3,970,053 3,821,618 5.00%, due 8/1/35 1,990,955 1,916,515 5.50%, due 6/1/16 7,739 7,799 5.50%, due 11/1/16 247,914 249,813 5.50%, due 2/1/17 20,113 20,264 5.50%, due 6/1/17 221,483 223,096 5.50%, due 8/1/17 173,741 175,006 5.50%, due 8/1/19 431,826 434,886 5.50%, due 10/1/19 387,074 389,817 5.50%, due 6/1/33 1,003,980 992,046 5.50%, due 7/1/33 1,162,791 1,148,970 5.50%, due 9/1/33 1,171,081 1,157,161 5.50%, due 11/1/33 372,305 367,880 5.50%, due 12/1/33 418,778 413,800 5.50%, due 2/1/34 229,133 226,255 5.50%, due 4/1/34 917,390 906,184 5.50%, due 5/1/34 828,310 817,784 5.50%, due 6/1/34 31,667 31,265 5.50%, due 7/1/34 827,065 816,555 5.50%, due 9/1/34 498,599 492,262 5.50%, due 10/1/34 2,466,276 2,434,935 5.50%, due 2/1/35 30,860 30,453 5.50%, due 5/1/35 974,452 961,603 5.50%, due 6/1/35 526,725 519,780 5.50%, due 7/1/35 1,931,260 1,905,796 5.50%, due 8/1/35 1,417,526 1,398,835 5.50%, due 9/1/35 984,360 971,380 5.50%, due 11/1/35 TBA (c) 2,000,000 1,972,500 6.00%, due 6/1/16 176,012 180,101 6.00%, due 7/1/16 53,775 55,024 6.00%, due 9/1/16 82,497 84,414 6.00%, due 9/1/17 94,622 96,818 6.00%, due 12/1/28 162,057 163,892 6.00%, due 3/1/29 7,119 7,198 </Table> 126 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE U.S. GOVERNMENT & FEDERAL AGENCIES (CONTINUED) - ------------------------------------------------------------------------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (CONTINUED) 6.00%, due 5/1/29 $ 201,285 $ 203,507 6.00%, due 12/1/29 8,448 8,544 6.00%, due 12/1/30 1,187 1,197 6.00%, due 4/1/31 1,879 1,898 6.00%, due 1/1/32 5,713 5,769 6.00%, due 4/1/32 126,193 127,418 6.00%, due 5/1/32 67,816 68,463 6.00%, due 8/1/32 271,302 273,890 6.00%, due 5/1/33 239,610 241,975 6.00%, due 3/1/34 12,915 13,032 6.00%, due 8/1/34 4,309,153 4,348,288 6.00%, due 10/1/34 510,330 514,837 6.00%, due 2/1/35 67,718 68,318 6.00%, due 6/1/35 989,621 998,390 6.00%, due 11/1/35 TBA (c) 3,100,000 3,126,158 6.50%, due 3/1/11 1,214 1,253 6.50%, due 4/1/11 7,898 8,157 6.50%, due 6/1/11 1,215 1,255 6.50%, due 9/1/11 12,462 12,870 6.50%, due 10/1/11 123,888 127,944 6.50%, due 11/1/11 10,511 10,855 6.50%, due 6/1/15 184,149 190,240 6.50%, due 5/1/26 13,718 14,143 6.50%, due 4/1/27 16,270 16,768 6.50%, due 2/1/28 30,870 31,814 6.50%, due 10/1/28 107,090 110,337 6.50%, due 7/1/31 184,043 189,277 6.50%, due 9/1/31 74,480 76,598 6.50%, due 10/1/31 142,148 146,191 6.50%, due 2/1/32 33,820 34,764 6.50%, due 5/1/32 259,406 266,782 6.50%, due 6/1/32 144,485 148,517 6.50%, due 7/1/32 269,828 277,359 6.50%, due 8/1/32 626,368 643,885 6.50%, due 9/1/32 437,374 449,581 6.50%, due 10/1/34 336,925 345,867 7.00%, due 2/1/09 111,310 114,264 7.00%, due 5/1/11 2,771 2,891 7.00%, due 6/1/11 13,988 14,559 7.00%, due 10/1/11 720 750 7.00%, due 11/1/11 17,857 18,642 7.00%, due 4/1/26 12,285 12,883 7.00%, due 5/1/26 31,290 32,811 7.00%, due 11/1/26 10,189 10,684 7.00%, due 1/1/28 501 524 7.00%, due 6/1/29 28,197 29,534 7.00%, due 8/1/29 195,485 204,707 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FEDERAL NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (CONTINUED) 7.00%, due 2/1/31 $ 203,341 $ 212,742 7.00%, due 8/1/31 16,194 16,945 7.00%, due 9/1/31 47,167 49,342 7.00%, due 11/1/31 3,685 3,855 7.00%, due 4/1/32 45,923 48,043 7.00%, due 5/1/32 124,198 129,927 7.50%, due 3/1/30 5,045 5,327 7.50%, due 7/1/30 31,966 33,757 7.50%, due 7/1/31 89,045 93,996 7.50%, due 8/1/31 2,730 2,882 8.00%, due 8/1/10 2,012 2,105 8.00%, due 9/1/11 3,275 3,452 8.00%, due 11/1/11 7,233 7,674 8.00%, due 1/1/25 266 284 8.00%, due 6/1/25 735 787 8.00%, due 9/1/25 2,102 2,249 8.00%, due 2/1/26 1,277 1,366 8.00%, due 9/1/26 15,113 16,163 8.00%, due 10/1/26 2,070 2,214 8.00%, due 11/1/26 5,953 6,366 8.00%, due 4/1/27 7,127 7,622 8.00%, due 6/1/27 22,540 24,105 8.00%, due 12/1/27 10,568 11,111 8.00%, due 1/1/28 35,081 37,516 9.50%, due 3/1/16 41,408 43,707 9.50%, due 9/1/17 35,213 36,978 9.50%, due 9/1/19 5,491 6,068 ------------ 59,088,647 ------------ GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (2.3%) 5.00%, due 4/20/33 489,442 476,838 5.00%, due 9/15/35 99,850 97,446 5.00%, due 11/1/35 TBA (c) 1,500,000 1,462,968 5.50%, due 7/15/34 500,050 499,573 5.50%, due 7/20/34 455,436 454,199 5.50%, due 4/15/35 1,000,100 999,152 5.50%, due 10/15/35 999,900 998,953 6.00%, due 3/20/29 130,298 132,430 6.00%, due 7/15/29 411,454 419,345 6.00%, due 1/15/32 167,346 170,319 6.00%, due 12/15/32 106,956 108,856 6.00%, due 11/15/33 282,713 287,721 6.00%, due 1/20/35 426,256 432,826 6.00%, due 6/15/35 439,188 447,191 6.50%, due 2/15/29 24,237 25,212 6.50%, due 3/15/29 139,591 145,055 6.50%, due 7/15/29 45,548 47,356 6.50%, due 8/15/29 131,764 136,938 6.50%, due 3/20/31 100,006 103,170 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 127 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE U.S. GOVERNMENT & FEDERAL AGENCIES (CONTINUED) - ------------------------------------------------------------------------------ GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (CONTINUED) 6.50%, due 6/15/32 $ 136,313 $ 141,434 6.50%, due 9/15/32 192,770 200,012 6.50%, due 10/15/32 79,721 82,717 6.50%, due 3/15/35 498,956 517,872 7.00%, due 3/15/07 5,580 5,642 7.00%, due 11/15/11 21,275 21,997 7.00%, due 2/15/26 6,568 6,923 7.00%, due 4/15/26 2,361 2,488 7.00%, due 6/15/29 664 698 7.00%, due 12/15/29 12,840 13,510 7.00%, due 5/15/31 4,431 4,658 7.00%, due 8/15/31 64,927 68,258 7.00%, due 8/20/31 127,550 133,457 7.00%, due 8/15/32 184,103 193,555 7.50%, due 8/15/08 389 402 7.50%, due 1/15/09 1,295 1,349 7.50%, due 9/15/11 46,872 49,401 7.50%, due 3/15/26 6,013 6,383 7.50%, due 10/15/26 13,690 14,533 7.50%, due 11/15/26 6,613 7,021 7.50%, due 1/15/30 23,481 24,871 7.50%, due 10/15/30 16,064 17,015 7.50%, due 3/15/32 99,475 105,372 8.00%, due 6/15/26 645 690 8.00%, due 9/15/26 1,855 1,986 8.00%, due 10/15/26 1,065 1,140 8.00%, due 11/15/26 3,505 3,751 8.00%, due 5/15/27 910 973 8.00%, due 7/15/27 1,921 2,055 8.00%, due 9/15/27 1,125 1,204 8.00%, due 11/15/30 92,501 98,886 8.50%, due 7/15/26 2,111 2,293 8.50%, due 11/15/26 10,376 11,270 ------------ 9,189,364 ------------ UNITED STATES TREASURY BONDS (4.2%) V 5.375%, due 2/15/31 (b) 4,500,000 4,907,813 6.00%, due 2/15/26 2,500,000 2,874,023 6.25%, due 8/15/23 2,600,000 3,034,382 6.25%, due 5/15/30 (b) 1,007,000 1,216,739 7.50%, due 11/15/16 403,000 500,082 8.75%, due 5/15/17 252,000 342,208 8.875%, due 2/15/19 302,000 423,366 9.875%, due 11/15/15 (g) 302,000 428,038 ------------ 13,726,651 ------------ UNITED STATES TREASURY NOTES (27.2%) 2.625%, due 11/15/06 3,500,000 3,438,341 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE UNITED STATES TREASURY NOTES (CONTINUED) 3.00%, due 12/31/06 $ 2,225,000 $ 2,189,887 V 3.125%, due 5/15/07 5,000,000 4,906,835 3.125%, due 9/15/08 3,500,000 3,378,869 V 3.375%, due 2/15/08 (b) 18,920,000 18,497,252 3.375%, due 9/15/09 1,000,000 962,266 3.375%, due 10/15/09 1,500,000 1,441,875 3.625%, due 6/30/07 3,005,000 2,967,789 V 3.75%, due 3/31/07 (b) 6,500,000 6,442,618 V 3.75%, due 5/15/08 (b) 6,100,000 6,003,498 3.875%, due 5/15/09 (b) 2,500,000 2,453,320 4.00%, due 8/31/07 (b) 4,050,000 4,022,156 V 4.00%, due 2/15/14 5,025,000 4,828,909 V 4.125%, due 8/15/08 (b) 5,850,000 5,806,581 4.25%, due 10/15/10 (b) 1,200,000 1,189,547 4.25%, due 11/15/14 1,850,000 1,804,834 V 4.25%, due 8/15/15 (b) 15,930,000 15,544,191 4.50%, due 10/31/07 1,000,000 997,422 4.75%, due 5/15/14 2,600,000 2,632,500 ------------ 89,508,690 ------------ Total U.S. Government & Federal Agencies (Cost $246,398,401) 242,963,792(k) ------------ YANKEE BONDS (1.3%) (D) - ------------------------------------------------------------------------------ BANKS (0.5%) Abbey National PLC 7.95%, due 10/26/29 100,000 126,661 Australia & New Zealand Banking Group, Ltd. 7.55%, due 9/15/06 353,000 361,356 HSBC Bank PLC 6.95%, due 3/15/11 200,000 221,615 Inter-American Development Bank 6.80%, due 10/15/25 604,000 706,425 Santander Financial Issuances 6.375%, due 2/15/11 100,000 105,963 ------------ 1,522,020 ------------ ELECTRIC (0.0%)++ United Utilities PLC 5.375%, due 2/1/19 100,000 96,019 ------------ ENERGY (0.3%) Canadian Natural Resources, Ltd. 5.45%, due 10/1/12 100,000 101,090 EnCana Corp. 4.75%, due 10/15/13 100,000 97,231 6.30%, due 11/1/11 100,000 105,682 </Table> 128 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE YANKEE BONDS (CONTINUED) - ------------------------------------------------------------------------------ ENERGY (CONTINUED) Nexen, Inc. 5.20%, due 3/10/15 $ 100,000 $ 97,615 Norsk Hydro ASA 7.25%, due 9/23/27 250,000 301,830 Petro-Canada 4.00%, due 7/15/13 100,000 91,808 TransCanada Pipelines, Ltd. 4.00%, due 6/15/13 100,000 92,771 ------------ 888,027 ------------ INSURANCE (0.0%)++ ACE, Ltd. 6.00%, due 4/1/07 175,000 177,129 ------------ MANUFACTURING (0.2%) Alcan, Inc. 6.45%, due 3/15/11 100,000 105,090 Brascan Corp. 5.75%, due 3/1/10 50,000 50,821 Falconbridge, Ltd. 8.375%, due 2/15/11 75,000 83,999 Inco, Ltd. 5.70%, due 10/15/15 100,000 98,803 Potash Corp. of Saskatchewan 7.125%, due 6/15/07 100,000 103,275 Tyco International Group S.A. 6.375%, due 10/15/11 250,000 262,667 ------------ 704,655 ------------ REGIONAL GOVERNMENT (0.2%) Province of Manitoba 5.50%, due 10/1/08 250,000 255,051 Province of Quebec Series NJ 7.50%, due 7/15/23 302,000 379,470 ------------ 634,521 ------------ TELECOM (0.1%) TELUS Corp. 7.50%, due 6/1/07 100,000 103,840 8.00%, due 6/1/11 100,000 112,449 ------------ 216,289 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE TRANSPORTATION (0.0%)++ Canadian National Railway Co. 6.375%, due 10/15/11 $ 100,000 $ 106,443 ------------ Total Yankee Bonds (Cost $4,187,759) 4,345,103 ------------ Total Long-Term Bonds (Cost $326,498,412) 322,549,696 ------------ SHORT-TERM INVESTMENTS (17.6%) - ------------------------------------------------------------------------------ CERTIFICATE OF DEPOSIT (0.9%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (e)(f) 2,960,436 2,960,436 ------------ Total Certificate of Deposit (Cost $2,960,436) 2,960,436 ------------ COMMERCIAL PAPER (2.2%) Alcoa, Inc. 4.06%, due 11/1/05 (g) 570,000 570,000 Countrywide Financial Corp. 4.06%, due 11/1/05 (g) 5,900,000 5,900,000 Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (e) 986,812 986,812 ------------ Total Commercial Paper (Cost $7,456,812) 7,456,812 ------------ <Caption> SHARES INVESTMENT COMPANY (4.5%) BGI Institutional Money Market Fund (e) 14,776,451 14,776,451 ------------ Total Investment Company (Cost $14,776,451) 14,776,451 ------------ <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (9.9%) Bank of the West (The) 4.02%, due 12/8/05 (e) $ 3,947,247 3,947,247 Barclays 3.92%, due 12/5/05 (e) 1,973,624 1,973,624 3.94%, due 11/28/05 (e) 2,960,435 2,960,435 Credit Suisse First Boston Corp. 3.74%, due 11/1/05 (e) 2,960,435 2,960,435 Deutsche Bank 3.95%, due 12/2/05 (e) 1,973,624 1,973,624 First Tennessee National Corp. 3.88%, due 11/14/05 (e) 2,960,436 2,960,436 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 129 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE SHORT-TERM INVESTMENTS (CONTINUED) - ------------------------------------------------------------------------------ TIME DEPOSITS (CONTINUED) Fortis Bank 4.00%, due 12/12/05 (e) $ 2,960,436 $ 2,960,436 Halifax Bank of Scotland 3.75%, due 11/1/05 (e) 2,960,436 2,960,436 Marshall & Ilsley Bank 3.97%, due 12/29/05 (e) 1,973,624 1,973,624 Societe Generale 3.77%, due 11/1/05 (e) 2,960,436 2,960,436 UBS AG 4.01%, due 12/13/05 (e) 1,973,624 1,973,624 Wells Fargo & Co. 4.00%, due 11/25/05 (e) 2,960,435 2,960,435 ------------ Total Time Deposits (Cost $32,564,792) 32,564,792 ------------ U.S. GOVERNMENT (0.1%) United States Treasury Bill 3.23%, due 12/8/05 (g) 300,000 298,892 ------------ Total U.S. Government (Cost $298,970) 298,892 ------------ Total Short-Term Investments (Cost $58,057,461) 58,057,383 ------------ Total Investments (Cost $384,555,873) (h) 115.5% 380,607,079(i) Liabilities in Excess of Cash and Other Assets (15.5) (51,159,987) ----------- ------------ Net Assets 100.0% $329,447,092 =========== ============ </Table> <Table> <Caption> CONTRACTS UNREALIZED LONG DEPRECIATION (J) FUTURES CONTRACTS (0.0%)++ - ----------------------------------------------------------------------------------- UNITED STATES (0.0%)++ United States Treasury Note December 2005 (5 Year) 15 $ (27,806) ------------------- Total Futures Contracts (Settlement Value $1,588,360) (k) $ (27,806) =================== </Table> <Table> ++ Less than one tenth of a percent. (a) May be sold to institutional investors only. (b) Represents security, or a portion thereof, which is out on loan. (c) TBA: Securities purchased on a forward commitment basis with an approximate principal amount and maturity date. The actual principal amount and the maturity will be determined upon settlement. The market value of these securities at October 31, 2005 is $10,528,795. (d) Yankee Bond--dollar-denominated bond issued in the United States by a foreign bank or corporation. (e) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (f) Floating rate. Rate shown is the rate in effect at October 31, 2005. (g) Segregated, partially segregated or designated as collateral for futures contracts and TBAs. (h) The cost for federal income tax purposes is $384,654,444. (i) At October 31, 2005, net unrealized depreciation was $4,047,365 based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $2,060,040 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $6,107,405. (j) Represents the difference between the value of the contracts at the time they were opened and the value at October 31, 2005 (k) The combined market value of U.S. Government & Federal Agencies investments and settlement value of U.S. Treasury Note futures contracts represents 73.8% of net assets. </Table> 130 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $384,555,873) including $50,200,092 market value of securities loaned $380,607,079 Cash 19,144 Receivables: Investment securities sold 16,098,598 Dividends and interest 3,018,939 Fund shares sold 825,051 Variation margin on futures contracts 7,734 Other assets 20,571 ------------- Total assets 400,597,116 ------------- LIABILITIES: Securities lending collateral 51,288,491 Payables: Investment securities purchased 18,836,569 Fund shares redeemed 761,286 Manager 96,443 Professional 52,082 Shareholder communication 28,874 Transfer agent 21,998 NYLIFE Distributors 13,670 Custodian 9,331 Accrued expenses 33,973 Dividend payable 7,307 ------------- Total liabilities 71,150,024 ------------- Net assets $329,447,092 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 500 million shares authorized: Class A $ 6,023 Class I 24,798 Additional paid-in capital 336,696,557 Accumulated distributions in excess of net investment income (5,795) Accumulated net realized loss on investments and futures contracts (3,297,891) Net unrealized depreciation on investments and futures contracts (3,976,600) ------------- Net assets $329,447,092 ============= CLASS A Net assets applicable to outstanding shares $ 64,351,023 ============= Shares of capital stock outstanding 6,022,568 ============= Net asset value per share outstanding $ 10.68 Maximum sales charge (3.00% of offering price) 0.33 ------------- Maximum offering price per share outstanding $ 11.01 ============= CLASS I Net assets applicable to outstanding shares $265,096,069 ============= Shares of capital stock outstanding 24,798,142 ============= Net asset value and offering price per share outstanding $ 10.69 ============= </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 131 STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $ 12,020,113 Income from securities loaned--net 139,240 ------------- Total income 12,159,353 ------------- EXPENSES: Manager 1,466,215 Distribution/Service--Class A 145,674 Professional 94,229 Transfer agent--Class A 57,745 Transfer agent--Class I 29,578 Portfolio pricing 84,178 Custodian 73,122 Shareholder communication 37,868 Registration 29,575 Directors 24,945 Miscellaneous 28,687 ------------- Total expenses before waiver/reimbursement 2,071,816 Expense waiver/reimbursement from Manager (528,248) ------------- Net expenses 1,543,568 ------------- Net investment income 10,615,785 ------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain on investments from: Security transactions 708,201 Futures transactions (31,679) ------------- Net realized gain on investments and futures transactions 676,522 ------------- Net change in unrealized appreciation on investments: Security transactions (9,268,202) Futures transactions (89,610) ------------- Net unrealized loss on investments (9,357,812) ------------- Net realized and unrealized loss on investments and futures transactions (8,681,290) ------------- Net increase in net assets resulting from operations $ 1,934,495 ============= </Table> 132 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE IN NET ASSETS: Operations: Net investment income $ 10,615,785 $ 7,953,195 Net realized gain on investments and futures transactions 676,522 918,947 Net change in unrealized appreciation on investments and futures contracts (9,357,812) 2,429,573 ---------------------------- Net increase in net assets resulting from operations 1,934,495 11,301,715 ---------------------------- Dividends to shareholders: From net investment income: Class A (2,273,573) (1,084,652) Class I (10,119,396) (6,323,062) Service Class -- (156,873) ---------------------------- Total dividends to shareholders (12,392,969) (7,564,587) ---------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 36,547,875 66,652,900 Class I 104,346,947 62,155,413 Service Class -- 5,106,292 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A 2,249,789 1,078,191 Class I 10,087,468 6,314,766 Service Class -- 156,825 ---------------------------- 153,232,079 141,464,387 </Table> <Table> <Caption> 2005 2004 Cost of shares redeemed: Class A $(20,487,442) $ (20,219,408) Class I (49,109,245) (47,411,486) Service Class -- (36,166,785) ---------------------------- (69,596,687) (103,797,679) Increase in net assets derived from capital share transactions 83,635,392 37,666,708 ---------------------------- Net increase in net assets 73,176,918 41,403,836 NET ASSETS: Beginning of year 256,270,174 214,866,338 ---------------------------- End of year $329,447,092 $ 256,270,174 ============================ Accumulated undistributed (distributions in excess of) net investment income at end of year $ (5,795) $ 1,380,880 ============================ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 133 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS I ------------------------- ---------------------------------------------------------- JANUARY 2, 2004* YEAR ENDED THROUGH OCTOBER 31, OCTOBER 31, YEAR ENDED OCTOBER 31, 2005 2004 2005 2004 2003 2002 2001 Net asset value at beginning of period $ 11.07 $ 10.95 $ 11.07 $ 10.89 $ 10.86 $ 11.21 $ 10.73 ----------- ----------- -------- -------- -------- -------- ------- Net investment income 0.36 0.33 0.40 0.34 0.39 0.52 (c) 0.65 (c) Net realized and unrealized gain (loss) on investments (0.32) 0.13 (0.31) 0.19 0.04 0.08 0.72 ----------- ----------- -------- -------- -------- -------- ------- Total from investment operations 0.04 0.46 0.09 0.53 0.43 0.60 1.37 ----------- ----------- -------- -------- -------- -------- ------- Less dividends: From net investment income (0.43) (0.34) (0.47) (0.35) (0.40) (0.95) (0.89) ----------- ----------- -------- -------- -------- -------- ------- Net asset value at end of period $ 10.68 $ 11.07 $ 10.69 $ 11.07 $ 10.89 $ 10.86 $ 11.21 =========== =========== ======== ======== ======== ======== ======= Total investment return (a) 0.39% 3.65%(b) 0.82% 5.01% 3.97% 5.92% 13.44% Ratios (to average net assets)/Supplemental Data: Net investment income 3.45% 3.16%+ 3.79% 3.43% 3.39% 4.83% 6.00% Net expenses 0.80% 0.78%+ 0.46% 0.50% 0.50% 0.50% 0.50% Expenses (before waiver/reimbursement) 0.98% 0.94%+ 0.64% 0.66% 0.68% 0.74% 0.71% Portfolio turnover rate 156%(d) 104% 156%(d) 104% 110% 56% 57% Net assets at end of period (in 000's) $64,351 $48,062 $265,096 $208,208 $184,051 $125,169 $81,890 </Table> <Table> * Commencement of operations. + Annualized. (a) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (b) Total return is not annualized. (c) Per share data based on average shares outstanding during the period. (d) The portfolio turnover rate not including mortgage dollar rolls for the year ending October 31, 2005 is 62%. </Table> 134 MainStay Indexed Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. MAINSTAY INTERMEDIATE TERM BOND FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 4.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges -3.90% 4.20% 4.65% Excluding sales charges 0.63 5.16 5.13 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY INTERMEDIATE TERM LEHMAN BROTHERS AGGREGATE BOND FUND BOND INDEX -------------------------- ------------------------- 10/31/95 9550 10000 10022 10585 10795 11526 11710 12602 11557 12669 12244 13594 13936 15573 14142 16490 14911 17299 15650 18256 10/31/05 15749 18463 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges -4.98% 4.07% 4.37% Excluding sales charges -0.11 4.41 4.37 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY INTERMEDIATE TERM LEHMAN BROTHERS AGGREGATE BOND FUND BOND INDEX -------------------------- ------------------------- 10/31/95 10000 10000 10418 10585 11137 11526 11990 12602 11754 12669 12357 13594 13961 15573 14060 16490 14716 17299 15348 18256 10/31/05 15331 18463 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges -1.08% 4.41% 4.37% Excluding sales charges -0.11 4.41 4.37 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY INTERMEDIATE TERM LEHMAN BROTHERS AGGREGATE BOND FUND BOND INDEX -------------------------- ------------------------- 10/31/95 10000 10000 10418 10585 11137 11526 11990 12602 11754 12669 12357 13594 13961 15573 14060 16490 14716 17299 15348 18256 10/31/05 15332 18463 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maximum initial sales charge of 4.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5.00% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/ Trustees. From inception (1/2/91) through 12/31/03, performance for Class A, B, and C shares (each first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class A, B, and C shares. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 135 CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 0.97% 5.45% 5.40% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY INTERMEDIATE TERM LEHMAN BROTHERS AGGREGATE BOND FUND BOND INDEX -------------------------- ------------------------- 10/31/95 10000 10000 10519 10585 11356 11526 12348 12602 12218 12669 12976 13594 14800 15573 15056 16490 15912 17299 16756 18256 10/31/05 16918 18463 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - ------------------------------------------------------------------------------ Lehman Brothers(R) Aggregate Bond Index(1) 1.13% 6.31% 6.32% Average Lipper intermediate investment grade fund(2) 0.82 5.75 5.52 </Table> 1. The Lehman Brothers(R) Aggregate Bond Index is an unmanaged index that includes the following other unmanaged Lehman Brothers(R) indices: the Government Index, Corporate Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index. To qualify for inclusion in the Lehman Brothers(R) Aggregate Bond Index, securities must be U.S. dollar denominated and investment grade and have a fixed-rate coupon, a remaining maturity of at least one year, and a par amount outstanding of at least $150 million. Results assume reinvestment of all income and capital gains. The Lehman Brothers(R) Aggregate Bond Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 2. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 136 MainStay Intermediate Term Bond Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY INTERMEDIATE TERM BOND FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,001.40 $5.45 $1,019.60 $5.50 - --------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $ 997.65 $9.21 $1,015.85 $9.30 - --------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $ 997.65 $9.21 $1,015.85 $9.30 - --------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,001.85 $3.68 $1,021.35 $3.72 - --------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.08% for Class A, 1.83% for Class B and Class C, and 0.72% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). www.MAINSTAYfunds.com 137 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (PORTFOLIO COMPOSITION PIE CHART) <Table> U.S. Government & Federal Agencies 62.6 Short-Term Investments (collateral from securities lending 28.3 is 1.8%) Corporate Bonds 14.2 Mortgage-Backed Securities 5.7 Foreign Corporate Bonds 5.4 Asset-Backed Securities 4.1 Municipal Bond 0.3 Yankee Bonds 0.2 Preferred Stock 0.1 Convertible Bonds 0.0 Common Stock 0.0 Warrants 0.0 Liabilities in Excess of Cash and Other Assets (20.9) </Table> * Less than one tenth of a percent. See Portfolio of Investments on page 141 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. Federal National Mortgage Association (Mortgage Pass-Through Securities) 6.00%, due 12/1/35 TBA 2. Federal National Mortgage Association (Mortgage Pass-Through Securities) 5.00%, due 12/1/35 TBA 3. United States Treasury Note 2.625%, due 11/15/06 4. Federal National Mortgage Association (Mortgage Pass-Through Securities) 5.50%, due 12/1/20 TBA 5. United States Treasury Bond 6.00%, due 2/15/26 6. United States Treasury Note 3.375%, due 2/15/08 7. Federal National Mortgage Association (Mortgage Pass-Through Securities) 4.50%, due 11/1/18 8. United States Treasury Bond 6.25%, due 8/15/23 9. Federal National Mortgage Association 5.50%, due 5/2/06 10. Federal National Mortgage Association 4.75%, due 1/2/07 </Table> 138 MainStay Intermediate Term Bond Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Gary Goodenough and Christopher Harms of MacKay Shields LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests at least 80% of its assets in bonds, with at least 65% of its total assets invested in debt securities rated Baa or better by Moody's Investors Service, Inc.,(1) or BBB or better by S&P when purchased, or if unrated, determined to be of comparable quality. The effective maturity of the portfolio is usually in the three- to 10-year range although it may vary depending on market conditions. As part of the Fund's principal investment strategies, we may use practices such as mortgage dollar rolls and securities lending. The Fund may invest in both U.S. and foreign debt securities. In implementing this strategy, we conduct a continuing review of yields and other information from a proprietary data base. Among the principal factors we consider in determining whether to increase or decrease the emphasis placed upon a particular type of security or industry sector are fundamental economic cycle analysis, credit quality, and interest-rate trends. We make shifts in maturity based on a broad range of fundamental and technical indicators. WHAT ECONOMIC FORCES AFFECTED THE BOND MARKET DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? Debate over the lasting effects of higher energy costs continued, with aggregate demand and inflation among the key concerns. Noting that "higher energy and other costs have the potential to add to inflation pressures," the Federal Open Market Committee raised the targeted federal funds rate to 3.75% on September 20, 2005. The move was the Federal Open Market Committee's eighth increase during the reporting period. Since rebuilding activity following hurricanes Katrina and Rita may stimulate the economy, the Eurodollar futures market anticipates that additional interest-rate hikes may be needed to keep inflation in check. HOW DID THE TREASURY YIELD CURVE CHANGE DURING THE REPORTING PERIOD? From October 29, 2004 to October 31, 2005, the two-year Treasury yield advanced 183 basis points (from 2.56% to 4.38%). (A basis point is one-hundredth of a percentage point.) Over the same period, five-year Treasury yields increased 116 basis points (from 3.29% to 4.45%) and 10-year Treasury yields rose 53 basis points (from 4.03% to 4.56%). 30-year Treasury yields, on the other hand, declined four basis points (from 4.79% to 4.75%).(2) Strong inflows from Asian central banks helped support prices among longer-dated Treasurys and resulted in a substantial flattening of the yield curve during the reporting period. We have positioned the Fund to take advantage of this flattening trend. In July, China's decision to revamp its currency policy and adopt a managed floating exchange rate disrupted the Treasury market. Fortunately, Congress toned down its protectionist rhetoric and speculation about the imminent collapse of China's appetite for U.S. Treasurys gradually subsided. WHAT ELSE HAVE YOU DONE TO POSITION THE FUND IN THIS MARKET ENVIRONMENT? The Fund benefited from our positioning, which emphasized the potential for higher interest rates and a flattening yield curve. During the 12-month reporting period, we sought to benefit from the yield advantages of positions in moderate- and lower-quality securities. The Fund had exposure to issuers in oil-rich emerging economies. We also used rigorous credit analysis to help improve the Fund's chances of avoiding negative credit events. Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. These risks are likely to be greater in emerging markets than in developed markets. The Fund may invest in derivatives, which may increase the volatility of the Fund's net asset value and may result in a loss to the Fund. High-yield debt securities ("junk bonds") are generally considered speculative because they present a greater risk of loss than higher quality debt securities and may be subject to greater price volatility. Funds that invest in bonds are subject to credit, inflation, and interest-rate risk and can lose principal value when interest rates rise. The Fund may experience a portfolio turnover rate of over 100% and may generate short-term capital gains which are taxable. 1. Bonds rated Baa by Moody's Investors Service are considered by Moody's to be medium-grade obligations (i.e., obligations that Moody's believes are neither highly protected nor poorly secured). It is Moody's opinion that interest payments and principal security appear adequate for the present, but that certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Moody's believes that such bonds lack outstanding investment characteristics and that they in fact have speculative characteristics as well. Debt rated BBB by Standard & Poor's is deemed by Standard & Poor's to exhibit adequate protection parameters. It is the opinion of Standard & Poor's, however, that adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation than would be the case for debt in higher-rated categories. When applied to Fund holdings, ratings are based solely on the creditworthiness of the bonds in the portfolio and are not meant to represent the security or safety of the Fund. 2. Source: Bloomberg--Historical yield curve data. Rounding may affect results. www.MAINSTAYfunds.com 139 This positioning was significantly different than a year ago, when we were seeking credit risk to increase incremental returns. The new positioning sought a better balance between interest-rate risk and credit risk, particularly as it became more difficult for the market to compensate investors appropriately for additional credit risk. HOW HAS THE MAKEUP OF THE FUND'S PORTFOLIO CHANGED DURING THE REPORTING PERIOD? During the reporting period, we reduced the Fund's allocation to investment-grade and high-yield corporate bonds to acknowledge that these sectors had approached fair value. The proceeds were split among Treasurys, agency debentures, mortgage-backed securities, and cash equivalents. HOW WAS THE FUND INVESTED AT THE END OF THE REPORTING PERIOD? On October 31, 2005, the Fund held 16% of its net assets in Treasurys, 10% in agency debentures, 18% in investment-grade corporate bonds, 3% in high-yield corporate bonds, 36% in residential mortgage-backed securities, 6% in commercial mortgage-backed securities, 4% in asset-backed securities, and 7% in cash equivalents. The Fund's substantial cash position helped balance a concentration at the long end of the yield curve. The longer-dated securities reflected the Fund's curve-flattening bias. As of October 31, 2005, the Fund's duration was 4.4 years, or 96% of the duration of the Lehman Brothers(R) Aggregate Bond Index, the Fund's benchmark. With a shorter duration, we believe the Fund should be less sensitive than the Index to changes in interest rates. At the end of October, the Fund was overweighted relative to the Lehman Brothers(R) Aggregate Bond Index in high-yield corporate bonds, asset-backed securities, mortgage-backed securities, and cash equivalents. The Fund was underweighted relative to the Index in Treasurys, investment-grade corporate bonds, and agency debentures. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY INTERMEDIATE TERM BOND FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. 140 MainStay Intermediate Term Bond Fund PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> PRINCIPAL AMOUNT VALUE LONG-TERM BONDS (92.5%)+ ASSET-BACKED SECURITIES (4.1%) - ----------------------------------------------------------------------------- CONSUMER FINANCE (1.3%) Harley-Davidson Motorcycle Trust Series 2004-1, Class A2 2.53%, due 11/15/11 $1,695,000 $ 1,639,167 ------------ CONSUMER LOANS (0.5%) Atlantic City Electric Transition Funding LLC Series 2002-1, Class A4 5.55%, due 10/20/23 675,000 693,841 ------------ DIVERSIFIED FINANCIAL SERVICES (1.6%) Capital One Master Trust Series 2001-5, Class A 5.30%, due 6/15/09 460,000 462,041 Chemical Master Credit Card Trust I Series 1996-2, Class A 5.98%, due 9/15/08 1,625,000 1,629,773 ------------ 2,091,814 ------------ ELECTRIC (0.6%) AES Eastern Energy, L.P. Series 1999-A 9.00%, due 1/2/17 51,006 58,912 Public Service New Hampshire Funding LLC Pass-Through Certificates Series 2002-1, Class A 4.58%, due 2/1/10 737,127 735,624 ------------ 794,536 ------------ THRIFTS & MORTGAGE FINANCE (0.1%) Vanderbilt Mortgage Finance Series 1999-B, Class 1A4 6.545%, due 4/7/18 79,764 80,107 ------------ Total Asset-Backed Securities (Cost $5,359,354) 5,299,465 ------------ CONVERTIBLE BONDS (0.0%)++ - ----------------------------------------------------------------------------- ADVERTISING (0.0%)++ Lamar Advertising Co. 2.875%, due 12/31/10 15,000 16,050 ------------ HEALTH CARE-SERVICES (0.0%)++ Laboratory Corp. of America Holdings (zero coupon), due 9/11/21 40,000 29,500 ------------ MEDIA (0.0%)++ UnitedGlobalCom, Inc. 1.75%, due 4/15/24 10,000 12,194 ------------ Total Convertible Bonds (Cost $57,967) 57,744 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (14.2%) - ----------------------------------------------------------------------------- ADVERTISING (0.0%)++ Bear Creek Corp. 9.00%, due 3/1/13 (a) $ 5,000 $ 5,125 ------------ AEROSPACE & DEFENSE (0.0%)++ Sequa Corp. 9.00%, due 8/1/09 25,000 25,937 ------------ AGRICULTURE (0.2%) Cargill, Inc. 4.375%, due 6/1/13 (a) 245,000 231,827 ------------ AIRLINES (0.3%) Delta Air Lines, Inc. 8.30%, due 12/15/29 (b) 40,000 7,100 Southwest Airlines Co. 5.125%, due 3/1/17 425,000 390,773 ------------ 397,873 ------------ AUTO PARTS & EQUIPMENT (0.0%)++ Collins & Aikman Products Co. 12.875%, due 8/15/12 (a)(b) 25,000 3,000 Goodyear Tire & Rubber Co. (The) 6.625%, due 12/1/06 15,000 15,075 12.75%, due 3/1/11 (a) 20,000 22,100 ------------ 40,175 ------------ BUILDING MATERIALS (0.0%)++ Dayton Superior Corp. 10.75%, due 9/15/08 20,000 19,400 ------------ </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 141 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ----------------------------------------------------------------------------- CHEMICALS (0.5%) Cargill, Inc. 5.00%, due 11/15/13 (a) $ 570,000 $ 560,380 Equistar Chemicals, L.P. 10.625%, due 5/1/11 15,000 16,350 Terra Capital, Inc. 12.875%, due 10/15/08 20,000 23,600 ------------ 600,330 ------------ COMMERCIAL SERVICES (0.0%)++ Williams Scotsman, Inc. 8.50%, due 10/1/15 (a) 5,000 5,075 ------------ COMPUTERS (0.0%)++ SunGard Data Systems, Inc. 3.75%, due 1/15/09 15,000 13,725 4.875%, due 1/15/14 5,000 4,350 9.125%, due 8/15/13 (a) 10,000 10,150 10.25%, due 8/15/15 (a) 15,000 14,869 ------------ 43,094 ------------ DIVERSIFIED FINANCIAL SERVICES (3.3%) American Real Estate Partners, L.P. 8.125%, due 6/1/12 35,000 35,962 Bear Stearns Cos., Inc. (The) 4.00%, due 1/31/08 450,000 441,986 Dollar Financial Group, Inc. 9.75%, due 11/15/11 15,000 15,300 FGIC Corp. 6.00%, due 1/15/34 (a) 635,000 636,295 Ford Motor Credit Co. 7.00%, due 10/1/13 (c) 413,000 378,005 General Motors Acceptance Corp. 5.625%, due 5/15/09 20,000 18,911 6.75%, due 12/1/14 (c) 20,000 19,125 8.00%, due 11/1/31 (c) 50,000 51,617 Goldman Sachs Group, Inc. (The) 6.345%, due 2/15/34 500,000 501,384 HSBC Finance Corp. 5.00%, due 6/30/15 520,000 500,939 7.25%, due 5/15/06 208,000 210,831 J Paul Getty Trust Series 2003 5.875%, due 10/1/33 460,000 466,685 JP Morgan Chase Capital XVII 5.85%, due 8/1/35 300,000 283,266 LaBranche & Co., Inc. 11.00%, due 5/15/12 15,000 16,575 OMX Timber Finance Investments LLC Series 1 5.42%, due 1/29/20 (a) 255,000 252,544 Rainbow National Services LLC 8.75%, due 9/1/12 (a) 15,000 15,750 Residential Capital Corp. 6.375%, due 6/30/10 (a) 435,000 441,849 Vanguard Health Holding Co. II LLC 9.00%, due 10/1/14 15,000 15,637 ------------ 4,302,661 ------------ ELECTRIC (1.6%) American Electric Power Co., Inc. Series C 5.375%, due 3/15/10 215,000 216,714 Kiowa Power Partners LLC Series B 5.737%, due 3/30/21 (a) 725,000 717,612 NiSource Finance Corp. 5.45%, due 9/15/20 265,000 253,441 PSE&G Energy Holdings LLC 8.625%, due 2/15/08 20,000 20,750 Tenaska Virginia Partners, L.P. 6.119%, due 3/30/24 (a) 871,144 897,366 ------------ 2,105,883 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE ELECTRICAL COMPONENTS & EQUIPMENT (0.0%)++ Spectrum Brands, Inc. 8.50%, due 10/1/13 $ 20,000 $ 18,100 ------------ ELECTRONICS (0.0%)++ Fisher Scientific International, Inc. 6.75%, due 8/15/14 55,000 56,787 ------------ ENVIRONMENTAL CONTROL (0.0%)++ Geo Sub Corp. 11.00%, due 5/15/12 20,000 19,550 ------------ FOOD (0.3%) Chiquita Brands International, Inc. 7.50%, due 11/1/14 5,000 4,712 Pinnacle Foods Holding Corp. 8.25%, due 12/1/13 11,000 10,175 Safeway, Inc. 6.50%, due 3/1/11 355,000 364,689 ------------ 379,576 ------------ </Table> 142 MainStay Intermediate Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ----------------------------------------------------------------------------- FOREST PRODUCTS & PAPER (0.1%) Georgia-Pacific Corp. 8.875%, due 5/15/31 $ 50,000 $ 56,875 ------------ HEALTH CARE PROVIDERS & SERVICES (0.2%) Ameripath, Inc. 10.50%, due 4/1/13 20,000 20,800 Quest Diagnostics, Inc. 5.45%, due 11/1/15 (a) 190,000 189,420 ------------ 210,220 ------------ HEALTH CARE SERVICES (0.8%) Highmark, Inc. 6.80%, due 8/15/13 (a) 920,000 987,264 ------------ HOME BUILDERS (0.3%) Beazer Homes USA, Inc. 6.875%, due 7/15/15 350,000 321,125 ------------ INSURANCE (0.0%)++ Crum & Forster Holdings Corp. 10.375%, due 6/15/13 20,000 21,400 Provident Cos., Inc. 7.25%, due 3/15/28 10,000 9,651 ------------ 31,051 ------------ IRON & STEEL (0.0%)++ United States Steel Corp. 9.75%, due 5/15/10 15,000 16,350 ------------ LODGING (0.0%)++ MGM Mirage, Inc. 8.375%, due 2/1/11 5,000 5,287 8.50%, due 9/15/10 10,000 10,725 ------------ 16,012 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE MEDIA (1.5%) Clear Channel Communications, Inc. 5.50%, due 9/15/14 $ 550,000 $ 516,534 Time Warner Entertainment Co., L.P. 10.15%, due 5/1/12 1,081,000 1,333,192 Ziff Davis Media, Inc. 10.25%, due 5/1/12 (d) 30,000 29,250 ------------ 1,878,976 ------------ MISCELLANEOUS--MANUFACTURING (0.1%) Mark IV Industries, Inc. 7.50%, due 9/1/07 60,000 57,000 ------------ OIL & GAS (0.4%) Enterprise Products Operating, L.P. Series B 6.65%, due 10/15/34 535,000 535,658 Forest Oil Corp. 8.00%, due 12/15/11 10,000 10,925 Mission Resources Corp. 9.875%, due 4/1/11 5,000 5,225 Parker Drilling Co. 9.625%, due 10/1/13 (a) 15,000 16,950 ------------ 568,758 ------------ OIL & GAS SERVICES (0.0%)++ Lone Star Technologies, Inc. 9.00%, due 6/1/11 25,000 26,375 ------------ PACKAGING & CONTAINERS (0.0%)++ Owens-Illinois, Inc. 8.10%, due 5/15/07 (c) 20,000 20,300 ------------ PHARMACEUTICALS (0.6%) Eli Lilly & Co. 6.77%, due 1/1/36 500,000 587,811 Medco Health Solutions, Inc. 7.25%, due 8/15/13 155,000 167,874 ------------ 755,685 ------------ PIPELINES (0.9%) Dynegy Holdings, Inc. 9.875%, due 7/15/10 (a) 25,000 26,875 El Paso Production Holding Co. 7.75%, due 6/1/13 30,000 30,900 Energy Transfer Partners, L.P. 5.95%, due 2/1/15 275,000 268,113 Kern River Funding Corp. 4.893%, due 4/30/18 832,350 811,358 Pacific Energy Partners, L.P. 7.125%, due 6/15/14 20,000 20,800 Williams Cos., Inc. 7.875%, due 9/1/21 5,000 5,394 8.75%, due 3/15/32 5,000 5,769 ------------ 1,169,209 ------------ REAL ESTATE (0.5%) CB Richard Ellis Services, Inc. 9.75%, due 5/15/10 46,000 50,370 iStar Financial, Inc. 6.50%, due 12/15/13 480,000 486,222 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 143 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - ----------------------------------------------------------------------------- REAL ESTATE (CONTINUED) Omega Healthcare Investors, Inc. 7.00%, due 4/1/14 $ 30,000 $ 30,150 Trustreet Properties, Inc. 7.50%, due 4/1/15 25,000 25,312 ------------ 592,054 ------------ RETAIL (2.0%) CVS Corp. 5.298%, due 1/11/27 (a) 580,267 560,317 5.789%, due 1/10/26 (a) 111,022 111,509 Dayton Hudson Co. 8.60%, due 1/15/12 390,000 460,227 Kohl's Corp. 6.00%, due 1/15/33 810,000 772,410 Toys "R" Us, Inc. 7.625%, due 8/1/11 30,000 24,750 Wal-Mart Stores, Inc. 5.25%, due 9/1/35 695,000 652,226 ------------ 2,581,439 ------------ TELECOMMUNICATIONS (0.6%) Ameritech Capital Funding Corp. 6.25%, due 5/18/09 185,000 190,876 Dobson Cellular Systems 8.375%, due 11/1/11 10,000 10,425 9.00%, due 11/1/11 (d) 10,000 10,375 PanAmSat Corp. 9.00%, due 8/15/14 12,000 12,630 Qwest Communications International, Inc. 7.25%, due 2/15/11 (c) 20,000 19,450 Qwest Corp. 8.875%, due 3/15/12 20,000 21,950 Qwest Services Corp. 13.50%, due 12/15/10 25,000 28,562 SBC Communications, Inc. 4.125%, due 9/15/09 415,000 399,575 Triton PCS, Inc. 8.50%, due 6/1/13 (c) 15,000 14,025 ------------ 707,868 ------------ TEXTILES (0.0%)++ Invista 9.25%, due 5/1/12 (a) 30,000 32,212 ------------ TRANSPORTATION (0.0%)++ Gulfmark Offshore, Inc. 7.75%, due 7/15/14 20,000 21,000 ------------ Total Corporate Bonds (Cost $18,613,021) 18,301,166 ------------ FOREIGN CORPORATE BONDS (5.4%) - ----------------------------------------------------------------------------- BRAZIL (0.8%) CIA Brasileira de Bebidas 10.50%, due 12/15/11 800,000 986,000 ------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE CANADA (0.3%) Alcan, Inc. 5.00%, due 6/1/15 $ 400,000 $ 383,520 CanWest Media, Inc. 8.00%, due 9/15/12 30,000 31,425 Nova Chemicals Corp. 7.561%, due 11/15/13 (a) 5,000 5,050 Quebecor Media, Inc. (zero coupon), due 7/15/11 13.75%, beginning 7/15/06 20,000 20,350 ------------ 440,345 ------------ CAYMAN ISLANDS (0.3%) Arcel Finance Ltd. 6.361%, due 5/1/12 (a) 450,000 441,356 ------------ CHILE (0.3%) Corporacion Nacional del Cobre-Codelco, Inc. 5.50%, due 10/15/13 (a) 330,000 330,852 ------------ COLOMBIA (0.7%) Bavaria S.A. 8.875%, due 11/1/10 (a) 825,000 898,219 ------------ GERMANY (0.3%) Citibank Global Markets (Severstal) Deutschland 9.25%, due 4/19/14 (a) 335,000 360,125 Citigroup, Inc. (JSC Severstal) series REGS 9.25%, due 4/19/14 80,000 85,792 ------------ 445,917 ------------ JAPAN (0.2%) Nippon Life Insurance Co. 4.875%, due 8/9/10 (a) 250,000 245,072 ------------ </Table> 144 MainStay Intermediate Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FOREIGN CORPORATE BONDS (CONTINUED) - ----------------------------------------------------------------------------- LUXEMBOURG (0.6%) Gazprom International S.A. 7.201%, due 2/1/20 (a) $ 420,000 $ 446,775 Millicom International Cellular S.A. 10.00%, due 12/1/13 25,000 25,750 Tengizchevroil Finance Co. 6.124%, due 11/15/14 (a) 235,000 235,588 ------------ 708,113 ------------ MEXICO (1.0%) Telefonos de Mexico S.A. de C.V. 4.50%, due 11/19/08 415,000 406,018 5.50%, due 1/27/15 250,000 240,886 United Mexican States 7.50%, due 1/14/12 240,000 265,920 8.125%, due 12/30/19 300,000 358,800 ------------ 1,271,624 ------------ SINGAPORE (0.2%) SP PowerAssets Ltd. 5.00%, due 10/22/13 (a) 305,000 302,840 ------------ SOUTH KOREA (0.2%) LG Electronics, Inc. 5.00%, due 6/17/10 (a) 265,000 258,302 ------------ UNITED KINGDOM (0.5%) BSKYB Finance UK PLC 5.625%, due 10/15/15 (a) 455,000 448,050 6.50%, due 10/15/35 (a) 230,000 225,972 ------------ 674,022 ------------ Total Foreign Corporate Bonds (Cost $6,822,513) 7,002,662 ------------ MORTGAGE-BACKED SECURITIES (5.7%) - ----------------------------------------------------------------------------- COMMERCIAL MORTGAGE LOANS (COLLATERALIZED MORTGAGE OBLIGATIONS) (5.7%) Banc of America Commercial Mortgage, Inc. Series 2001-PB1, Class A1 4.907%, due 5/11/35 205,867 205,836 Series 2005-5, Class A2 5.001%, due 9/10/10 750,000 744,354 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE COMMERCIAL MORTGAGE LOANS (CONTINUED) Citigroup Commercial Mortgage Trust Series 2004-C2, Class A5 4.733%, due 10/15/41 $ 760,000 $ 731,354 Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-C1, Class A4 5.225%, due 9/15/20 (d) 540,000 540,140 LB-UBS Commercial Mortgage Trust Series 2004-C2, Class A2 3.246%, due 3/15/29 600,000 569,058 Series 2004-C7, Class A1 3.625%, due 10/15/29 917,978 894,366 Series 2005-C7, Class A4 5.197%, due 11/15/30 565,000 562,000 Merrill Lynch Mortgage Trust Series 2004-MKB1, Class A1 3.563%, due 2/12/42 876,350 853,349 Series 2004-BPC1, Class A5 4.855%, due 10/12/41 1,415,000 1,371,298 Morgan Stanley Capital I Series 2003-IQ5, Class A1 3.02%, due 4/15/38 (d) 588,194 570,238 Wachovia Bank Commercial Mortgage Trust Series 2004-C14, Class A1 3.477%, due 8/15/41 333,206 324,474 ------------ Total Mortgage-Backed Securities (Cost $7,552,745) 7,366,467 ------------ MUNICIPAL BOND (0.3%) - ----------------------------------------------------------------------------- TEXAS (0.3%) Harris County Texas Industrial Development Corp. Solid Waste Deer Park 5.683%, due 3/1/23 (d) 390,000 389,977 ------------ Total Municipal Bond (Cost $390,000) 389,977 ------------ U.S. GOVERNMENT & FEDERAL AGENCIES (62.6%) - ----------------------------------------------------------------------------- FEDERAL HOME LOAN MORTGAGE CORPORATION (MORTGAGE PASS-THROUGH SECURITIES) (7.3%) 3.00%, due 8/1/10 (e) 406,875 385,043 5.00%, due 12/1/20 TBA (f) 2,405,000 2,369,675 5.00%, due 8/1/33 (e) 2,606,378 2,516,954 5.50%, due 2/1/33 (e) 1,965,649 1,944,515 5.50%, due 12/1/35 TBA (f) 2,335,000 2,301,434 ------------ 9,517,621 ------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 145 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE U.S. GOVERNMENT & FEDERAL AGENCIES (CONTINUED) - ----------------------------------------------------------------------------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (10.0%) 4.00%, due 9/2/08 $2,025,000 $ 1,983,631 4.625%, due 5/1/13 670,000 646,731 V 4.75%, due 1/2/07 2,715,000 2,718,082 5.125%, due 1/2/14 550,000 546,694 5.25%, due 8/1/12 1,440,000 1,450,655 V 5.50%, due 5/2/06 2,860,000 2,875,327 6.25%, due 2/1/11 255,000 268,663 6.625%, due 9/15/09 2,455,000 2,615,896 ------------ 13,105,679 ------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION (COLLATERALIZED MORTGAGE OBLIGATION) (0.4%) Series 1998-M6, Class A2 6.32%, due 8/15/08 484,102 497,900 ------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (27.2%) 4.50%, due 4/1/18 (e) 761,266 737,430 4.50%, due 7/1/18 (e) 2,251,785 2,181,279 V 4.50%, due 11/1/18 (e) 3,191,193 3,091,274 5.00%, due 9/1/17 (e) 1,415,112 1,397,475 V 5.00%, due 12/1/35 TBA (f) 6,830,000 6,565,338 5.50%, due 2/1/17 (e) 1,056,994 1,064,692 V 5.50%, due 12/1/20 TBA (f) 4,550,000 4,574,170 5.50%, due 11/1/33 (e) 2,238,163 2,211,559 5.50%, due 12/1/33 (e) 1,551,312 1,532,873 5.50%, due 12/1/35 TBA (f) 2,570,000 2,531,450 6.00%, due 8/1/17 (e) 195,491 200,028 V 6.00%, due 12/1/35 TBA (f) 6,735,000 6,783,415 6.50%, due 6/1/31 (e) 251,256 258,401 6.50%, due 8/1/31 (e) 204,496 210,311 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FEDERAL NATIONAL MORTGAGE ASSOCIATION (CONTINUED) 6.50%, due 10/1/31 (e) $ 129,443 $ 133,124 6.50%, due 6/1/32 (e) 143,085 147,078 7.00%, due 2/1/32 (e) 285,676 298,853 7.00%, due 4/1/32 (e) 443,392 463,823 7.50%, due 8/1/31 (e) 493,391 521,032 ------------ 34,903,605 ------------ GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (2.1%) 6.00%, due 2/15/29 (e) 96,558 98,428 6.00%, due 4/15/29 (e) 529,914 540,042 6.00%, due 8/15/32 (e) 1,271,567 1,294,279 6.50%, due 7/15/28 (e) 137,034 142,518 6.50%, due 5/15/29 (e) 70,069 72,854 7.50%, due 12/15/28 (e) 264,986 281,247 7.50%, due 10/15/29 (e) 55,624 58,943 7.50%, due 8/15/30 (e) 214,827 227,610 ------------ 2,715,921 ------------ UNITED STATES TREASURY BONDS (7.5%) V 6.00%, due 2/15/26 3,325,000 3,822,450 V 6.25%, due 8/15/23 2,580,000 3,011,041 6.25%, due 5/15/30 255,000 308,112 6.875%, due 8/15/25 1,070,000 1,345,358 7.50%, due 11/15/16 340,000 421,905 8.75%, due 8/15/20 (c) 620,000 877,300 ------------ 9,786,166 ------------ UNITED STATES TREASURY NOTES (8.1%) V 2.625%, due 11/15/06 4,740,000 4,656,495 V 3.375%, due 2/15/08 3,680,000 3,597,774 3.875%, due 9/15/10 (c) 1,770,000 1,723,676 3.875%, due 2/15/13 490,000 470,381 ------------ 10,448,326 ------------ Total U.S. Government & Federal Agencies (Cost $81,964,940) 80,975,218 ------------ YANKEE BONDS (0.2%) (G) - ----------------------------------------------------------------------------- INSURANCE (0.2%) Fairfax Financial Holdings Ltd. 7.375%, due 4/15/18 (c) 20,000 16,295 7.75%, due 4/26/12 (c) 20,000 18,401 8.30%, due 4/15/26 (c) 20,000 16,576 Montpelier Re Holdings Ltd. 6.125%, due 8/15/13 150,000 147,021 ------------ 198,293 ------------ MEDIA (0.0%)++ Rogers Cablesystems Ltd. 11.00%, due 12/1/15 25,000 26,438 ------------ OIL & GAS SERVICES (0.0%)++ Petroleum Geo-Services ASA 8.00%, due 11/5/06 1,001 1,011 10.00%, due 11/5/10 20,000 22,100 ------------ 23,111 ------------ Total Yankee Bonds (Cost $258,072) 247,842 ------------ Total Long-Term Bonds (Cost $121,018,612) 119,640,541 ------------ </Table> 146 MainStay Intermediate Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCK (0.0%)++ - ----------------------------------------------------------------------------- TELECOMMUNICATIONS (0.0%)++ Marconi Corp. PLC, Sponsored ADR (h)(i) 31 $ 406 ------------ Total Common Stock (Cost $0) 406 ------------ PREFERRED STOCK (0.1%) - ----------------------------------------------------------------------------- REAL ESTATE (0.1%) Sovereign Real Estate Investment Corp. 12.00% (a) 50 72,125 ------------ Total Preferred Stock (Cost $76,875) 72,125 ------------ <Caption> NUMBER OF WARRANTS WARRANTS (0.0%)++ - ----------------------------------------------------------------------------- MEDIA (0.0%)++ Ono Finance PLC Strike Price $0.01 Expire 3/16/11 (a)(h)(j) 60 1 Ziff Davis Holdings, Inc. Strike Price $0.001 Expire 8/12/12 (a)(h) 1,210 122 ------------ Total Warrants (Cost $2,392) 123 ------------ <Caption> PRINCIPAL AMOUNT SHORT-TERM INVESTMENTS (28.3%) - ----------------------------------------------------------------------------- CERTIFICATE OF DEPOSIT (0.1%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (d)(k) $ 133,317 133,317 ------------ Total Certificate of Deposit (Cost $133,317) 133,317 ------------ COMMERCIAL PAPER (21.5%) American Express Credit Corp. 3.91%, due 11/18/05 (e) 4,790,000 4,781,156 American General Finance Corp. 3.84%, due 11/15/05 2,085,000 2,081,886 3.85%, due 11/9/05 3,660,000 3,656,869 Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (k) 44,439 44,439 General Electric Capital Corp. 3.86%, due 11/9/05 5,765,000 5,760,055 Goldman Sachs Group, Inc. (The) 4.01%, due 11/21/05 440,000 439,020 ING US Funding LLC 4.04%, due 12/27/05 635,000 631,009 Merck & Co., Inc. 3.74%, due 11/1/05 3,500,000 3,500,000 Merrill Lynch & Co., Inc. 3.84%, due 11/14/05 150,000 149,792 Morgan Stanley 3.85%, due 11/7/05 195,000 194,875 Rabobank USA Finance Corp. 3.92%, due 11/3/05 1,460,000 1,459,682 Toyota Motor Credit Corp. 3.81%, due 11/8/05 1,965,000 1,963,544 UBS Finance Delaware LLC 4.00%, due 11/1/05 3,140,000 3,140,000 ------------ Total Commercial Paper (Cost $27,802,327) 27,802,327 ------------ FEDERAL AGENCIES (3.6%) Federal Home Loan Bank 3.72%, due 11/2/05 2,000,000 1,999,793 ------------ Federal National Mortgage Association 3.73%, due 11/14/05 2,590,000 2,586,507 ------------ Total Federal Agencies (Cost $4,586,300) 4,586,300 ------------ <Caption> SHARES INVESTMENT COMPANIES (2.0%) BGI Institutional Money Market Fund (k) 665,432 665,432 Merrill Lynch Funds--Premier Institutional Fund 1,940,594 1,940,594 ------------ Total Investment Companies (Cost $2,606,026) 2,606,026 ------------ <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (1.1%) Bank of the West (The) 4.02%, due 12/8/05 (k) $ 177,756 177,756 Barclays 3.92%, due 12/5/05 (k) 88,878 88,878 3.94%, due 11/28/05 (k) 133,317 133,317 Credit Suisse First Boston Corp. 3.74%, due 11/1/05 (k) 133,317 133,317 Deutsche Bank 3.95%, due 12/2/05 (k) 88,878 88,878 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 147 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE TIME DEPOSITS (CONTINUED) First Tennessee National Corp. 3.88%, due 11/14/05 (k) $ 133,317 $ 133,317 Fortis Bank 4.00%, due 12/12/05 (k) 133,317 133,317 Halifax Bank of Scotland 3.75%, due 11/1/05 (k) 133,317 133,317 Marshall & Ilsley Bank 3.97%, due 12/29/05 (k) 88,878 88,878 Societe Generale 3.77%, due 11/1/05 (k) 133,317 133,317 UBS AG 4.01%, due 12/13/05 (k) 88,878 88,878 Wells Fargo & Co. 4.00%, due 11/25/05 (k) 133,317 133,317 ------------ Total Time Deposits (Cost $1,466,487) 1,466,487 ------------ Total Short-Term Investments (Cost $36,594,457) 36,594,457 ------------ Total Investments (Cost $157,692,336) (l) 120.9% 156,307,652(m) Cash and Other Assets, Less Liabilities (20.9) (27,031,483) ---------- ------------ Net Assets 100.0% $129,276,169 ========== ============ </Table> <Table> ++ Less than one tenth of a percent. (a) May be sold to institutional investors only. (b) Issue in default. (c) Represents security, or a portion thereof, which is out on loan. (d) Floating rate. Rate shown is the rate in effect at October 31, 2005. (e) Segregated, partially segregated or designated as collateral for TBA's. (f) TBA: Securities purchased on a forward commitment basis with an approximate principal amount and maturity date. The actual principal amount and the maturity will be determined upon settlement. The market value of these securities at October 31, 2005 is $25,125,482. (g) Yankee Bond--dollar-denominated bond issued in the United States by a foreign bank or corporation. (h) Non-income producing security. (i) ADR--American Depositary Receipt. (j) Illiquid security. (k) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (l) The cost for federal income tax purposes is $157,708,210. (m) At October 31, 2005, net unrealized depreciation was $1,400,558 based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $733,310 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $2,133,868. </Table> 148 MainStay Intermediate Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $157,692,336) including $2,257,699 market value of securities loaned $156,307,652 Cash 2,548 Receivables: Investment securities sold 1,296,774 Dividends and interest 1,016,843 Fund shares sold 84,545 Other assets 2,951 ------------- Total assets 158,711,313 ------------- LIABILITIES: Securities lending collateral 2,309,675 Payables: Investment securities purchased 26,846,847 Manager 86,648 Professional 37,600 Transfer agent 16,848 Fund shares redeemed 10,677 Shareholder communication 9,909 NYLIFE Distributors 6,986 Custodian 4,048 Accrued expenses 12,009 Dividend payable 93,874 Unrealized depreciation on foreign currency forward contracts 23 ------------- Total liabilities 29,435,144 ------------- Net assets $129,276,169 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 829 Class B 448 Class C 176 Class I 11,842 Additional paid-in capital 139,028,835 Accumulated undistributed net investment income 225,712 Accumulated net realized loss on investments (8,606,966) Net unrealized depreciation on investments (1,384,684) Net unrealized depreciation on translation of other assets and liabilities in foreign currencies and foreign currency forward contracts (23) ------------- Net assets $129,276,169 ============= CLASS A Net assets applicable to outstanding shares $ 8,061,582 ============= Shares of capital stock outstanding 829,314 ============= Net asset value per share outstanding $ 9.72 Maximum sales charge (4.50% of offering price) 0.46 ------------- Maximum offering price per share outstanding $ 10.18 ============= CLASS B Net assets applicable to outstanding shares $ 4,359,313 ============= Shares of capital stock outstanding 448,163 ============= Net asset value and offering price per share outstanding $ 9.73 ============= CLASS C Net assets applicable to outstanding shares $ 1,707,914 ============= Shares of capital stock outstanding 175,575 ============= Net asset value and offering price per share outstanding $ 9.73 ============= CLASS I Net assets applicable to outstanding shares $115,147,360 ============= Shares of capital stock outstanding 11,842,128 ============= Net asset value and offering price per share outstanding $ 9.72 ============= </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 149 STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $ 6,505,814 Income from securities loaned--net 20,586 Dividends 17,082 ----------- Total income 6,543,482 ----------- EXPENSES: Manager 993,065 Professional 65,565 Registration 47,990 Transfer agent--Classes A, B and C 42,257 Transfer agent--Class I 44,796 Custodian 35,667 Distribution--Class B 27,542 Distribution--Class C 10,665 Distribution/Service--Class A 19,460 Service--Class B 9,181 Service--Class C 3,554 Shareholder communication 16,784 Directors 14,474 Miscellaneous 38,275 ----------- Total expenses before reimbursement 1,369,275 Expense reimbursement from Manager (230,222) ----------- Net expenses 1,139,053 ----------- Net investment income 5,404,429 ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain (loss) on: Security transactions 958,351 Foreign currency transactions (38) ----------- Net realized gain on investments and foreign currency transactions 958,313 ----------- Net change in unrealized appreciation on: Security transactions (4,580,480) Translation of other assets and liabilities in foreign currencies and foreign currency forwards contracts (1,317) ----------- Net change in unrealized appreciation on investments and foreign currency transactions (4,581,797) ----------- Net realized and unrealized loss on investments and foreign currency transactions (3,623,484) ----------- Net increase in net assets resulting from operations $ 1,780,945 =========== </Table> 150 MainStay Intermediate Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE (DECREASE) IN NET ASSETS: Operations: Net investment income $ 5,404,429 $ 5,512,283 Net realized gain on investments and foreign currency transactions 958,313 1,524,551 Net change in unrealized appreciation on investments and foreign currency transactions (4,581,797) 1,145,004 --------------------------- Net increase in net assets resulting from operations 1,780,945 8,181,838 --------------------------- Dividends to shareholders: From net investment income: Class A (255,680) (172,999) Class B (93,542) (34,439) Class C (36,913) (12,080) Class I (4,971,489) (5,382,172) Service Class -- (34,690) --------------------------- Total dividends to shareholders (5,357,624) (5,636,380) --------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 3,766,852 9,342,314 Class B 2,728,587 3,085,894 Class C 1,376,846 1,131,696 Class I 19,210,142 41,460,887 Service Class -- 122,232 Net asset value of shares issued in connection with acquisition of Eclipse Core Bond Plus Fund: Class I -- 26,793,396 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A 229,745 160,488 Class B 75,781 26,657 Class C 29,403 8,931 Class I 3,972,650 4,629,462 Service Class -- 34,517 --------------------------- 31,390,006 86,796,474 </Table> <Table> <Caption> 2005 2004 Cost of shares redeemed: Class A $ (3,788,902) $ (1,514,090) Class B (1,077,851) (415,152) Class C (598,670) (205,362) Class I (59,445,099) (53,701,731) Service Class -- (5,930,466) --------------------------- (64,910,522) (61,766,801) Increase (decrease) in net assets derived from capital share transactions (33,520,516) 25,029,673 --------------------------- Net increase (decrease) in net assets (37,097,195) 27,575,131 NET ASSETS: Beginning of year 166,373,364 138,798,233 --------------------------- End of year $129,276,169 $166,373,364 =========================== Accumulated undistributed net investment income at end of year $ 225,712 $ 113,989 =========================== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 151 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C ---------------------------- ---------------------------- -------------- JANUARY 2, JANUARY 2, YEAR 2004* YEAR 2004* YEAR ENDED THROUGH ENDED THROUGH ENDED OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 2005 Net asset value at beginning of period $ 9.98 $ 9.86 $ 9.99 $ 9.86 $ 9.99 ----------- ----------- ----------- ----------- ----------- Net investment income 0.34 0.25 0.26 0.19 0.26 Net realized and unrealized gain (loss) on investments (0.28) 0.12 (0.27) 0.13 (0.27) ----------- ----------- ----------- ----------- ----------- Total from investment operations 0.06 0.37 (0.01) 0.32 (0.01) ----------- ----------- ----------- ----------- ----------- Less dividends: From net investment income (0.32) (0.25) (0.25) (0.19) (0.25) ----------- ----------- ----------- ----------- ----------- Net asset value at end of period $ 9.72 $ 9.98 $ 9.73 $ 9.99 $ 9.73 =========== =========== =========== =========== =========== Total investment return (a) 0.63% 3.79%(b) (0.11)% 3.25%(b) (0.11)% Ratios (to average net assets)/Supplemental Data: Net investment income 3.45% 2.89%+ 2.70% 2.14%+ 2.70% Net expenses 1.08% 1.19%+ 1.83% 1.94%+ 1.83% Expenses (before reimbursement) 1.41% 1.37%+ 2.16% 2.12%+ 2.16% Portfolio turnover rate 192%(c) 193% 192%(c) 193% 192%(c) Net assets at end of period (in 000's) $8,062 $8,084 $4,359 $2,732 $1,708 <Caption> CLASS C ----------- JANUARY 2, 2004* THROUGH OCTOBER 31, 2004 Net asset value at beginning of period $ 9.86 ----------- Net investment income 0.19 Net realized and unrealized gain (loss) on investments 0.13 ----------- Total from investment operations 0.32 ----------- Less dividends: From net investment income (0.19) ----------- Net asset value at end of period $ 9.99 =========== Total investment return (a) 3.25%(b) Ratios (to average net assets)/Supplemental Data: Net investment income 2.14%+ Net expenses 1.94%+ Expenses (before reimbursement) 2.12%+ Portfolio turnover rate 193% Net assets at end of period (in 000's) $ 937 </Table> <Table> * Commencement of Operations. + Annualized. (a) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (b) Total return is not annualized. (c) The portfolio turnover rate not including mortgage dollar rolls for the year ending October 31, 2005 is 76%. (d) Per share data based on average shares outstanding during the period. </Table> 152 MainStay Intermediate Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I - ------------------------------------------------------------------------------------ YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2003 2002 2001 $ 10.00 $ 9.83 $ 9.66 $ 10.32 $ 9.75 ----------- ----------- ----------- ----------- ----------- 0.38 0.34 0.36(c) 0.45(c) 0.55 (d) (0.28) 0.17 0.18 (0.30) 0.76 (e) ----------- ----------- ----------- ----------- ----------- 0.10 0.51 0.54 0.15 1.31 ----------- ----------- ----------- ----------- ----------- (0.38) (0.34) (0.37) (0.81) (0.74) ----------- ----------- ----------- ----------- ----------- $ 9.72 $ 10.00 $ 9.83 $ 9.66 $ 10.32 =========== =========== =========== =========== =========== 0.97% 5.30% 5.69% 1.73% 14.06% 3.81% 3.33% 3.66% 4.62% 5.53% 0.72% 0.75% 0.75% 0.75% 0.75% 0.86% 0.93% 0.90% 0.91% 0.88% 192%(c) 193% 153% 159% 257% $115,147 $154,620 $133,041 $130,813 $116,344 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 153 MAINSTAY SHORT TERM BOND FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 3% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - ---------------------------------------------- With sales charges -2.91% 2.56% 3.85% Excluding sales charges 0.09 3.18 4.17 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY SHORT TERM CITIGROUP 1-3 YEAR CITIGROUP 1-3 YEAR U.S. BOND FUND TREASURY INDEX TREASURY AGENCY INDEX ------------------- ------------------ ----------------------- 10/31/95 9700 10000 10000 10218 10601 10601 10812 11283 11284 11534 12153 12148 11794 12514 12514 12477 13272 13299 13779 14709 14769 14185 15432 15522 14425 15740 15857 14580 16011 16157 10/31/05 14594 16114 16275 </Table> CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 0.59% 3.52% 4.45% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY SHORT TERM CITIGROUP 1-3 YEAR CITIGROUP 1-3 YEAR U.S. BOND FUND TREASURY INDEX TREASURY AGENCY INDEX ------------------- ------------------ ----------------------- 10/31/95 10000 10000 10000 10559 10601 10601 11199 11283 11284 11964 12153 12148 12264 12514 12514 13006 13272 13299 14395 14709 14769 14856 15432 15522 15145 15740 15857 15372 16011 16157 10/31/05 15462 16114 16275 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - ----------------------------------------------------------------------------- Citigroup 1-3 Year Treasury Index(1) 0.64% 3.96% 4.89% Citigroup 1-3 Year U.S. Treasury Agency Index(2) 0.73 4.12 4.99 Average Lipper short U.S. government fund(3) 0.71 3.50 4.33 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a max-imum initial sales charge of 3.00% and an annual 12b-1 fee of .25%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/Trustees. From inception (1/2/91) through 12/31/03, performance for Class A shares (first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge and fees and expenses for Class A shares. 1. The Citigroup 1-3 Year Treasury Index is an unmanaged index comprised of U.S. Treasury notes and bonds with maturities of one year or greater, but less than three years (minimum amount outstanding is $1 billion per issue). Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 2. The Citigroup 1-3 Year U.S. Treasury Agency Index is an unmanaged index that is comprised of U.S. Treasury notes (minimum amount outstanding is $1 billion per issue) and agency securities (minimum amount outstanding is $200 million per issue) with maturities of one year or greater, but less than three years. Results assume reinvestment of all income and capital gains. The Citigroup 1-3 Year U.S. Treasury Agency Index is considered to be the Fund's broad-based securities market index for comparison purposes. An investment cannot be made directly into an index. 3. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. 154 MainStay Short Term Bond Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY SHORT TERM BOND FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,003.95 $5.40 $1,019.65 $5.45 - --------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,006.20 $3.03 $1,022.00 $3.06 - --------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.07% for Class A, and 0.60% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). www.MAINSTAYfunds.com 155 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (PORTFOLIO COMPOSITION PIE CHART) <Table> U.S. Government Securities & Federal Agencies Securities 87.6 Mortgage-Backed Securities 6.2 Short-Term Investments (collateral from securities lending 4.6 is 3.6%) Corporate Bonds 3.4 Asset-Backed Securities 1.5 Liabilities in Excess of Cash and Other Assets (3.3) </Table> See Portfolio of Investments on page 158 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. United States Treasury Note 3.625%, due 4/30/07 2. United States Treasury Note 2.625%, due 11/15/06 3. United States Treasury Note 3.375%, due 2/15/08 4. Federal National Mortgage Association 4.75%, due 1/2/07 5. Federal Home Loan Mortgage Corporation 4.375%, due 11/16/07 6. Federal National Mortgage Association 4.00%, due 9/2/08 7. Federal Home Loan Bank 3.625%, due 2/16/07 8. Federal Home Loan Mortgage Corporation 4.00%, due 8/17/07 9. Federal National Mortgage Association 6.625%, due 9/15/09 10. Federal Home Loan Mortgage Corporation 3.30%, due 9/14/07 </Table> 156 MainStay Short Term Bond Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Claude Athaide, Ph.D., CFA, and Gary Goodenough of MacKay Shields LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund normally invests at least 80% of its assets in an actively managed, diversified portfolio of fixed-income securities, including securities with special features, which have price characteristics similar to debt securities. Normally, the Fund will have a dollar-weighted average maturity of three years or less. In implementing this strategy, we continually review yields and other information derived from databases that we maintain to manage fixed-income portfolios. Fundamental economic cycle analysis, credit quality, and interest-rate trends are the principal factors we consider in determining whether to increase or decrease the investment emphasis placed on a particular type of security or industry sector within the Fund's portfolio. WHAT WAS THE ECONOMIC AND INTEREST-RATE ENVIRONMENT DURING THE REPORTING PERIOD? According to recent data, the U.S. economy grew at an average rate of 3.6% during the four quarters ended September 30, 2005. Despite damage to the Gulf Coast states from hurricanes Katrina and Rita in the late summer and early autumn, the economy still managed to grow at a seasonally adjusted annual rate of 4.3% during the third calendar quarter of 2005 according to preliminary estimates from Bureau of Economic Analysis. The Federal Open Market Committee met eight times during the 12 months ended October 31, 2005, and raised the targeted federal funds rate 25 basis points at each meeting. (A basis point is one-hundredth of a percentage point.) These rate hikes brought the targeted federal funds rate to 3.75% at the end of October 2005. From October 29, 2004, to October 31, 2005, yields on three-month Treasury bills rose from 1.89% to 3.89%, while the yields on two-year Treasury notes rose from 2.56% to 4.38%(1). The yield curve flattened significantly during 12-month reporting period. HOW DID THE FUND INVEST DURING THE REPORTING PERIOD? During the 12 months ended October 31, 2005, the Fund was positioned to benefit from a flattening yield curve. The spread(2) between one-year and three-year constant-maturity Treasurys declined from 55 basis points at the beginning of the reporting period to 10 basis points at the end of October 2005. Spreads on shorter-maturity agency debt were generally stable over the 12 months ended October 31, 2005. The agency sector outperformed the Treasury sector by approximately 25 basis points, while the corporate sector outperformed the Treasury sector by approximately 45 basis points. We substantially reduced the Fund's exposure to corporate bonds during the reporting period. We believe that the Fund's reduced exposure to corporate bonds contributed to the Fund's underperformance of the average Lipper(3) peer fund for 12 months ended October 31, 2005. The Fund may invest in derivatives, which may increase the volatility of the Fund's net asset value and may result in a loss to the Fund. Funds that invest in bonds are subject to credit, inflation, and interest-rate risk and can lose principal value when interest rates rise. The Fund may experience a portfolio turnover rate of over 100% and may generate short-term capital gains which are taxable. 1. Source: Bloomberg--Historical yield curve data. 2. The terms "spread" and "yield spread" often refer to the difference in yield between a specific security or type of security and comparable U.S. Treasury issues. The terms may also refer to the difference in yield between two specific securities or types of securities at a specific time. 3. See footnote and table on page 154 for more information about Lipper Inc. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY SHORT TERM BOND FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 157 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> PRINCIPAL AMOUNT VALUE LONG-TERM BONDS (98.7%)+ ASSET-BACKED SECURITIES (1.5%) - ----------------------------------------------------------------------------- CONSUMER FINANCE (1.3%) Atlantic City Electric Transition Funding LLC Series 2002-1, Class A1 2.89%, due 7/20/10 $ 734,685 $ 715,738 BMW Vehicle Owner Trust Series 2003-A, Class A3 1.94%, due 2/25/07 7,790 7,776 Harley-Davidson Motorcycle Trust Series 2002-1, Class A2 4.50%, due 1/15/10 261,701 261,561 Volkswagen Auto Loan Enhanced Trust Series 2003-2, Class A3 2.27%, due 10/22/07 204,490 202,805 ----------- 1,187,880 ----------- DIVERSIFIED FINANCIAL SERVICES (0.1%) Capital One Master Trust Series 2001-5, Class A 5.30%, due 6/15/09 110,000 110,488 ----------- THRIFTS & MORTGAGE FINANCE (0.1%) Vanderbilt Mortgage Finance Series 1999-B, Class 1A4 6.545%, due 4/7/18 55,835 56,075 ----------- Total Asset-Backed Securities (Cost $1,382,644) 1,354,443 ----------- CORPORATE BONDS (3.4%) - ----------------------------------------------------------------------------- AGRICULTURE (1.3%) Cargill, Inc. 6.25%, due 5/1/06 (a) 1,210,000 1,220,241 ----------- HEALTH CARE-SERVICES (2.1%) Quest Diagnostics, Inc. 6.75%, due 7/12/06 1,860,000 1,883,403 ----------- Total Corporate Bonds (Cost $3,143,599) 3,103,644 ----------- </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE MORTGAGE-BACKED SECURITIES (6.2%) - ----------------------------------------------------------------------------- COMMERCIAL MORTGAGE LOANS (COLLATERALIZED MORTGAGE OBLIGATIONS) (6.2%) Banc of America Commercial Mortgage, Inc. Series 2001-PB1, Class A1 4.907%, due 5/11/35 $ 136,298 $ 136,278 Citigroup Commercial Mortgage Trust Series 2005-EMG, Class A1 4.154%, due 9/20/51 (a) 715,917 702,265 JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-CB9, Class A1 3.475%, due 6/12/41 (b) 1,377,022 1,337,408 LB-UBS Commercial Mortgage Trust Series 2004-C2, Class A2 3.246%, due 3/15/29 470,000 445,762 Series 2004-C7, Class A1 3.625%, due 10/15/29 610,581 594,876 Merrill Lynch Mortgage Trust Series 2004-MKB1, Class A1 3.563%, due 2/12/42 1,290,182 1,256,320 Morgan Stanley Capital I Series 2003-IQ5, Class A1 3.02%, due 4/15/38 (b) 387,958 376,114 Wachovia Bank Commercial Mortgage Trust Series 2004-C14, Class A1 3.477%, due 8/15/41 932,182 907,755 ----------- 5,756,778 ----------- Total Mortgage-Backed Securities (Cost $5,907,545) 5,756,778 ----------- U.S. GOVERNMENT & FEDERAL AGENCIES (87.6%) - ----------------------------------------------------------------------------- FEDERAL HOME LOAN BANK (6.9%) V 3.625%, due 2/16/07 6,410,000 6,330,958 ----------- FEDERAL HOME LOAN MORTGAGE CORPORATION (17.2%) V 3.30%, due 9/14/07 2,680,000 2,615,018 3.625%, due 2/15/07 2,600,000 2,568,309 V 4.00%, due 8/17/07 (c) 3,560,000 3,523,663 V 4.375%, due 11/16/07 7,225,000 7,192,466 ----------- 15,899,456 ----------- </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. 158 MainStay Short Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE U.S. GOVERNMENT & FEDERAL AGENCIES (CONTINUED) - ----------------------------------------------------------------------------- FEDERAL HOME LOAN MORTGAGE CORPORATION (COLLATERALIZED MORTGAGE OBLIGATION) (0.0%)++ Series 1364, Class K 5.00%, due 9/15/07 $ 44,295 $ 44,236 ----------- FEDERAL HOME LOAN MORTGAGE CORPORATION (MORTGAGE PASS-THROUGH SECURITIES) (0.1%) 5.00%, due 1/1/07 45,135 45,261 ----------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (22.4%) 3.15%, due 5/28/08 330,000 317,711 V 4.00%, due 9/2/08 6,480,000 6,347,620 V 4.75%, due 1/2/07 8,515,000 8,524,665 5.25%, due 4/15/07 2,480,000 2,501,819 V 6.625%, due 9/15/09 2,845,000 3,031,456 ----------- 20,723,271 ----------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (COLLATERALIZED MORTGAGE OBLIGATION) (1.1%) Series 1998-M6, Class A2 6.32%, due 8/15/08 987,065 1,015,198 ----------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (0.9%) 4.50%, due 11/1/18 718,213 695,725 7.50%, due 4/1/31 94,572 100,081 ----------- 795,806 ----------- UNITED STATES TREASURY NOTES (39.0%) V 2.625%, due 11/15/06 11,340,000 11,140,223 3.00%, due 11/15/07 (c) 185,000 180,071 V 3.375%, due 2/15/08 (c) 9,475,000 9,263,291 V 3.625%, due 4/30/07 15,580,000 15,406,548 ----------- 35,990,133 ----------- Total U.S. Government & Federal Agencies (Cost $81,647,184) 80,844,319 ----------- Total Long-Term Bonds (Cost $92,080,972) 91,059,184 ----------- SHORT-TERM INVESTMENTS (4.6%) - ----------------------------------------------------------------------------- CERTIFICATE OF DEPOSIT (0.2%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (b)(d) 191,926 191,926 ----------- Total Certificate of Deposit (Cost $191,926) 191,926 ----------- </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE COMMERCIAL PAPER (1.1%) Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (d) $ 63,975 $ 63,975 International Business Machines Corp. 3.77%, due 11/9/05 180,000 179,849 UBS Finance Delaware LLC 4.00%, due 11/1/05 720,000 720,000 ----------- Total Commercial Paper (Cost $963,824) 963,824 ----------- <Caption> SHARES INVESTMENT COMPANY (1.0%) BGI Institutional Money Market Fund (d) 957,962 957,962 ----------- Total Investment Company (Cost $957,962) 957,962 ----------- <Caption> PRINCIPAL AMOUNT TIME DEPOSITS (2.3%) Bank of the West (The) 4.02%, due 12/8/05 (d) $ 255,901 255,901 Barclays 3.92%, due 12/5/05 (d) 127,951 127,951 3.94%, due 11/28/05 (d) 191,926 191,926 Credit Suisse First Boston Corp. 3.74%, due 11/1/05 (d) 191,926 191,926 Deutsche Bank 3.95%, due 12/2/05 (d) 127,951 127,951 First Tennessee National Corp. 3.88%, due 11/14/05 (d) 191,926 191,926 Fortis Bank 4.00%, due 12/12/05 (d) 191,926 191,926 Halifax Bank of Scotland 3.75%, due 11/1/05 (d) 191,926 191,926 Marshall & Ilsley Bank 3.97%, due 12/29/05 (d) 127,951 127,951 Societe Generale 3.77%, due 11/1/05 (d) 191,926 191,926 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 159 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE SHORT-TERM INVESTMENTS (CONTINUED) - ----------------------------------------------------------------------------- TIME DEPOSITS (CONTINUED) UBS AG 4.01%, due 12/13/05 (d) $ 127,951 $ 127,951 Wells Fargo & Co. 4.00%, due 11/25/05 (d) 191,926 191,926 ----------- Total Time Deposits (Cost $2,111,187) 2,111,187 ----------- Total Short-Term Investments (Cost $4,224,899) 4,224,899 ----------- Total Investments (Cost $96,305,871) (e) 103.3% 95,284,083(f) Liabilities in Excess of Cash and Other Assets (3.3) (3,031,863) ----------- ----------- Net Assets 100.0% $92,252,220 =========== =========== </Table> <Table> ++ Less than one tenth of a percent. (a) May be sold to institutional investors only. (b) Floating rate. Rate shown is the rate in effect at October 31, 2005. (c) Represents security, or a portion thereof, which is out on loan. (d) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (e) The cost for federal income tax purposes is $96,321,825. (f) At October 31, 2005, net unrealized depreciation was $1,037,742 based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $521 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $1,038,263. </Table> 160 MainStay Short Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $96,305,871) including $3,238,018 market value of securities loaned $95,284,083 Cash 4,893 Receivables: Dividends and interest 642,031 Fund shares sold 18,008 Other assets 12,176 ------------ Total assets 95,961,191 ------------ LIABILITIES: Securities lending collateral 3,325,050 Payables: Fund shares redeemed 134,475 Manager 46,170 Professional 33,214 Transfer agent 12,418 Shareholder communication 10,173 Custodian 2,577 NYLIFE Distributors 1,301 Accrued expenses 5,040 Dividend payable 138,553 ------------ Total liabilities 3,708,971 ------------ Net assets $92,252,220 ============ COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 500 million shares authorized: Class A $ 672 Class I 9,502 Additional paid-in capital 96,439,121 Accumulated distributions in excess of net investment income (92,884) Accumulated net realized loss on investments (3,082,403) Net unrealized depreciation on investments (1,021,788) ------------ Net assets $92,252,220 ============ CLASS A Net assets applicable to outstanding shares $ 6,085,489 ============ Shares of capital stock outstanding 671,754 ============ Net asset value per share outstanding $ 9.06 Maximum sales charge (3.00% of offering price) 0.28 ------------ Maximum offering price per share outstanding $ 9.34 ============ CLASS I Net assets applicable to outstanding shares $86,166,731 ============ Shares of capital stock outstanding 9,502,347 ============ Net asset value and offering price per share outstanding $ 9.07 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 161 STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $ 3,045,298 Income from securities loaned--net 32,848 ----------- Total income 3,078,146 ----------- EXPENSES: Manager 575,808 Professional 50,693 Registration 28,359 Transfer agent--Class A 22,016 Transfer agent--Class I 26,082 Shareholder communication 14,908 Distribution/Service--Class A 14,713 Custodian 14,160 Directors 10,197 Miscellaneous 16,262 ----------- Total expenses before reimbursement 773,198 Expense reimbursement from Manager (171,076) ----------- Net expenses 602,122 ----------- Net investment income 2,476,024 ----------- REALIZED AND UNREALIZED LOSS ON INVESTMENTS: Net realized loss on investments (1,158,947) Net change in unrealized depreciation on investments (859,250) ----------- Net realized and unrealized loss on investments (2,018,197) ----------- Net increase in net assets resulting from operations $ 457,827 =========== </Table> 162 MainStay Short Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE (DECREASE) IN NET ASSETS: Operations: Net investment income $ 2,476,024 $ 1,825,945 Net realized loss on investments (1,158,947) (308,327) Net change in unrealized appreciation (depreciation) on investments (859,250) (301,216) --------------------------- Net increase in net assets resulting from operations 457,827 1,216,402 --------------------------- Dividends to shareholders: From net investment income: Class A (124,005) (99,114) Class I (2,367,842) (1,827,034) Service Class -- (1,630) Return of capital: Class A -- (4,736) Class I -- (87,299) Service Class -- (78) --------------------------- Total dividends to shareholders (2,491,847) (2,019,891) --------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 3,212,541 20,321,429 Class I 8,051,111 18,601,113 Service Class -- 17,020 </Table> <Table> <Caption> 2005 2004 Net asset value of shares issued in connection with acquisition of Eclipse Ultra Short Duration Fund: Class I $ -- $ 74,520,760 Service Class -- 218,328 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A 108,119 90,912 Class I 1,003,989 929,769 Service Class -- 1,608 --------------------------- 12,375,760 114,700,939 Cost of shares redeemed: Class A (2,321,279) (15,105,952) Class I (16,362,058) (33,490,788) Service Class -- (780,868) --------------------------- (18,683,337) (49,377,608) Increase (decrease) in net assets derived from capital share transactions (6,307,577) 65,323,331 --------------------------- Net increase (decrease) in net assets (8,341,597) 64,519,842 NET ASSETS: Beginning of year 100,593,817 36,073,975 --------------------------- End of year $ 92,252,220 $100,593,817 =========================== Accumulated distributions in excess of net investment income at end of year $ (92,884) $ (90,640) =========================== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 163 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS I ---------------------------- ----------------------------------------------------------- JANUARY 2, YEAR 2004* ENDED THROUGH OCTOBER 31, OCTOBER 31, YEAR ENDED OCTOBER 31, 2005 2004 2005 2004 2003 2002 2001 Net asset value at beginning of period $ 9.24 $ 9.32 $ 9.26 $ 9.31 $ 9.34 $ 9.57 $ 9.36 ----------- ----------- ------- ------- ------- ------- ------- Net investment income 0.20 0.06 0.24 0.17 0.19 0.29(a) 0.47 Net realized and unrealized loss on investments (0.19) (0.01) (0.19) (0.03) (0.01) 0.00(d) 0.48 ----------- ----------- ------- ------- ------- ------- ------- Total from investment operations 0.01 0.05 0.05 0.14 0.18 0.29 0.95 ----------- ----------- ------- ------- ------- ------- ------- Less dividends and distributions: From net investment income (0.19) (0.12) (0.24) (0.18) (0.21) (0.52) (0.74) Return of capital -- (0.01) -- (0.01) -- -- -- ----------- ----------- ------- ------- ------- ------- ------- Total dividends and distributions (0.19) (0.13) (0.24) (0.19) (0.21) (0.52) (0.74) ----------- ----------- ------- ------- ------- ------- ------- Net asset value at end of period $ 9.06 $ 9.24 $ 9.07 $ 9.26 $ 9.31 $ 9.34 $ 9.57 =========== =========== ======= ======= ======= ======= ======= Total investment return(b) 0.09% 0.57%(c) 0.59% 1.50% 1.94% 3.21% 10.68% Ratios (to average net assets)/Supplemental Data: Net investment income 2.16% 1.43%+ 2.63% 1.83% 2.02% 3.13% 4.93% Net expenses 1.07% 1.00%+ 0.60% 0.60% 0.60% 0.60% 0.60% Expenses (before reimbursement) 1.36% 1.18%+ 0.77% 0.78% 0.98% 0.96% 1.03% Portfolio turnover rate 151% 151% 151% 151% 173% 228% 149% Net assets at end of period (in 000's) $6,085 $5,192 $86,167 $95,402 $35,532 $37,201 $30,065 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average shares outstanding during the period. (b) Total return is calculated exclusive of sales charges. Class I and Service Class are not subject to sales charges. (c) Total return is not annualized. (d) Less than one cent per share. </Table> 164 MainStay Short Term Bond Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. MAINSTAY ASSET MANAGER FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM INITIAL SALES CHARGE 5.5% - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- With sales charges 1.55% -0.18% 8.08% Excluding sales charges 7.46 0.95 8.69 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ASSET ASSET MANAGER CITIGROUP BIG BOND MANAGER FUND S&P 500 INDEX COMPOSITE INDEX INDEX -------------- ------------- --------------- ------------------ 10/31/95 9450 10000 10000 10000 11090 12410 11648 10589 13957 16394 14230 11524 16696 20000 16641 12607 18695 25134 19240 12669 20743 26665 20522 13590 18191 20024 18184 15576 16556 16999 16903 16472 18699 20535 19290 17294 20239 22470 20738 18280 10/31/05 21749 24429 21965 18507 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- With sales charges 1.60% -0.13% 7.93% Excluding sales charges 6.60 0.22 7.93 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ASSET ASSET MANAGER CITIGROUP BIG BOND MANAGER FUND S&P 500 INDEX COMPOSITE INDEX INDEX -------------- ------------- --------------- ------------------ 10/31/95 10000 10000 10000 10000 11648 12410 11648 10589 14550 16394 14230 11524 17301 20000 16641 12607 19256 25134 19240 12669 21218 26665 20522 13590 18496 20024 18184 15576 16704 16999 16903 16472 18722 20535 19290 17294 20124 22470 20738 18280 10/31/05 21451 24429 21965 18507 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- With sales charges 5.68% 0.21% 7.91% Excluding sales charges 6.68 0.21 7.91 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY ASSET ASSET MANAGER CITIGROUP BIG BOND MANAGER FUND S&P 500 INDEX COMPOSITE INDEX INDEX -------------- ------------- --------------- ------------------ 10/31/95 10000 10000 10000 10000 11659 12410 11648 10589 14557 16394 14230 11524 17296 20000 16641 12607 19229 25134 19240 12669 21179 26665 20522 13590 18446 20024 18184 15576 16666 16999 16903 16472 18685 20535 19290 17294 20066 22470 20738 18280 10/31/05 21406 24429 21965 18507 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a max-imum initial sales charge of 5.50% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5.00% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 165 CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 7.76% 1.17% 8.91% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY ASSET ASSET MANAGER CITIGROUP BIG BOND MANAGER FUND S&P 500 INDEX COMPOSITE INDEX INDEX -------------- ------------- --------------- ------------------ 10/31/95 10000 10000 10000 10000 11755 12410 11648 10589 14821 16394 14230 11524 17770 20000 16641 12607 19925 25134 19240 12669 22152 26665 20522 13590 19468 20024 18184 15576 17760 16999 16903 16472 20098 20535 19290 17294 21793 22470 20738 18280 10/31/05 23485 24429 21965 18507 </Table> <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS - ----------------------------------------------------------------------------- Asset Manager Composite Index(1) 5.92% 1.37% 8.19% S&P 500(R) Index(2) 8.72 -1.74 9.34 Citigroup Broad Investment Grade Bond Index(3) 1.24 6.37 6.35 Average Lipper flexible portfolio fund(4) 8.23 1.58 7.53 </Table> terminated only with the approval of the Board of Directors/ Trustees. From inception (1/2/91) through 12/31/03, performance for Class A and B shares (each first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class A and B shares. Prior to 1/2/04, the Fund offered Class L shares, which were subject to a 1.00% sales charge and a 1% CDSC on redemptions within one year of purchase. From inception through 12/29/02, performance for Class L shares (first offered 12/30/02) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge, CDSC, and fees and expenses for Class L shares. Effective 1/02/04, all outstanding Class L shares of the Fund were converted to Class C shares, redesignated Class C shares, or both. 1. The Asset Manager Composite Index is comprised of the S&P 500(R) Index, the Citigroup Broad Investment Grade Bond Index, and the Citigroup 1-Month T-Bill Index weighted 60%/30%/10%, respectively. The S&P 500(R) Index is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock market performance. The Citigroup Broad Investment Grade Bond Index (The "BIG Index") is an unmanaged index that is considered representative of the U.S. investment-grade bond market. The Citigroup 1-Month T-Bill Index includes the monthly return equivalents of yield averages that are not marked to market. The Index is an average of the last one-month Treasury bill issue. Results assume that all income and capital gains are reinvested in the index or indices that produce them. The Asset Manager Composite Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. 2. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use. Standard & Poor's does not sponsor, endorse, sell, or promote the Fund or represent the advisability of investing in the Fund. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Citigroup Broad Investment Grade Bond Index (the "BIG Index") is an unmanaged index that is considered representative of the U.S. investment-grade bond market. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 4. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 166 MainStay Asset Manager Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY ASSET MANAGER FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,049.05 $ 6.35 $1,018.85 $ 6.26 - --------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,045.10 $10.21 $1,015.10 $10.06 - --------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,045.90 $10.21 $1,015.10 $10.06 - --------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,051.40 $ 4.55 $1,020.60 $ 4.48 - --------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.23% for Class A, 1.98% for Class B and Class C, and 0.88% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). www.MAINSTAYfunds.com 167 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (PORTFOLIO COMPOSITION PIE CHART) <Table> Common Stocks 60.6 U.S. Government & Federal Agencies 19.2 Short-Term Investments (collateral from securities lending 18.2 7.6%) Corporate Bonds 6.0 Foreign Bonds 1.2 Real Estate Investment Trusts 1.2 Asset-Backed Securities 0.5 Yankee Bonds 0.1 Liabilities in Excess of Cash and Other Assets (7.0) </Table> See Portfolio of Investments on page 171 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. United States Treasury Note 4.25%, due 8/15/15 2. MBNA Corp. 3. ExxonMobil Corp. 4. General Electric Co. 5. Microsoft Corp. 6. Pfizer, Inc. 7. Intel Corp. 8. International Business Machines Corp. 9. AT&T Corp. 10. Federal Home Loan Bank 2.875%, due 9/15/06 </Table> 168 MainStay Asset Manager Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Tony Elavia and Devon McCormick of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH DURING THE REPORTING PERIOD? The Fund normally invests in three asset classes, subject to the following constraints: 30% to 80% of its net assets in common stocks (with specific allocation ranges for stocks that seek to track the performance of the S&P 500(R) Index, the S&P MidCap 400(R) Index, the S&P SmallCap 600(R) Index, and the Morgan Stanley REIT(R) Index),(1) 10% to 60% of its net assets in fixed-income securities selected to parallel the BIG Index,(2) and up to 60% (but normally between 5% and 10%) of its net assets in selected money-market instruments. In implementing this strategy, we use a disciplined methodology to determine the best allocation within the Fund's percentage constraints. We use a proprietary model to estimate expected returns, volatilities, and correlations on domestic and foreign stock markets and on domestic fixed-income securities. The Fund's allocations among stocks, bonds, and money-market securities are structured to take advantage of perceived imbalances in relative pricing. Effective, January 2, 2006, MainStay Asset Manager Fund will change its name to MainStay Income Manager Fund. In connection with the change, there will be several modifications to the Fund's principal investment strategies. As of that date, the Fund will generally invest at least 80% of its assets in income- producing securities subject to the following constraints: up to 65% of its net assets will be invested in equity securities, and related derivatives, such as dividend paying common and preferred stocks (within this allocation, at least 30% of its net assets will be invested in U.S. equity securities, including investments in REITs). At least 35% of its net assets will be invested in fixed-income securities, including cash and cash equivalents and related derivatives. These securities will consist of both investment-grade and high-yield fixed-income securities including up to 15% of total assets, at the time of purchase, in high-yield securities; and up to 10% of total assets, at the time of purchase, in a combination of emerging-market debt and floating-rate loans. The Fund may also invest in other fixed-income securities without restriction, including government, corporate, asset-backed, and mortgage-backed securities. The Fund does not have a minimum required allocation to money-market instruments and will normally not invest more than 10% in these instruments. Finally, in pursuing its investment objective, the Fund may invest up to 20% of its total assets, at the time of purchase, in foreign securities of developed or emerging markets or in futures associated with such securities. WHAT WERE SOME OF THE MAJOR MARKET FACTORS THAT AFFECTED THE FUND'S PERFORMANCE DURING THE REPORTING PERIOD? The past year saw positive returns for all the major asset classes in which the Fund invests. Among the domestic equity asset classes, real estate investment trusts (REITs) and mid-cap stocks were two of the best performers, while large-cap stocks generated the worst results. International stocks did well compared to their U.S. counterparts. Bond market performance was mixed. During the reporting period, the Federal Open Market Committee raised the federal funds target rate eight times, with a 25-basis-point increase on each occasion. (A basis point is one-hundredth of a percentage point.) These rate hikes brought the targeted federal funds rate from 1.75% to 3.75%. During the reporting period, the yield curve flattened substantially. Federal Reserve tightening pushed yields on short-term bonds higher, while strong support from foreign investors helped reduce the yield on 30-year Treasurys. Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. These risks are likely to be greater in emerging markets than in developed markets. The Fund may invest in derivatives, which may increase the volatility of the Fund's net asset value and may result in a loss to the Fund. High-yield debt securities ("junk bonds") are generally considered speculative because they present a greater risk of loss than higher quality debt securities and may be subject to greater price volatility. Funds that invest in bonds are subject to credit, inflation, and interest-rate risk and can lose principal value when interest rates rise. 1. "S&P 500(R) Index," "S&P MidCap 400(R) Index," and "S&P SmallCap 600(R) Index" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed for use by the Fund. Each index is unmanaged and is considered to be generally representative of a different capitalization segment of the U.S. stock market. The Morgan Stanley REIT(R) Index is an unmanaged, capitalization- weighted index of the most actively traded real estate investment trusts (REITs), and is designed to measure real estate equity performance. Results for all indices assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 2. See footnote on page 166 for more information on the Citigroup Broad Investment Grade Bond Index. www.MAINSTAYfunds.com 169 HOW DID THE FUND'S EQUITIES PERFORM? During October 2005, the Fund's decision to underweight U.S. equities and overweight non-U.S. equities hurt performance, but for the 12-month reporting period, the decision enhanced results. In addition, strategic allocations to mid-capitalization stocks, small-cap stocks, and REITs contributed positively to performance, since these asset classes outperformed large-cap equities. HOW DID THE FUND'S FIXED-INCOME INVESTMENTS HELP PERFORMANCE? In the fixed-income portion of the Fund's portfolio, mortgage-backed securities had the highest return during the reporting period, followed by agency securities, credit, and U.S. Treasurys. Among U.S. Treasurys and agency securities, the flattening yield curve caused longer-duration securities (those with durations of more than 10 years) to outperform short-duration securities. Within the credit component of the Index, corporate debt rated A performed best, followed by bonds rated AAA, BBB, and AA.(3) Of the three broadest industrial sectors in the credit component of the BIG Index, finance was the strongest performer, utilities was next, followed by industrials. Much of the poor performance in industrial credit came from vehicle parts, textile/apparel/stores, and auto manufacturers. Airlines and tobacco were particularly strong credit sectors. HOW DID THE ACTIVELY MANAGED SEGMENTS OF THE FUND AFFECT RESULTS? During the reporting period, the Fund's actively managed U.S.-equity component, contributed a majority of MainStay Asset Manager Fund's outperformance. For the 12-month reporting period, the Fund's bond allocation underperformed slightly. 3. Debt rated AAA has the highest rating assigned by Standard & Poor's, and in the opinion of Standard & Poor's, the obligor's capacity to meet its financial commitment on the obligation is extremely strong. Debt rated AA by Standard & Poor's is deemed by Standard & Poor's to differ from the highest-rated issues only in small degree. In the opinion of Standard & Poor's, the obligor's capacity to meet its financial commitment on the obligation is very strong. Debt rated A by Standard & Poor's is deemed by Standard & Poor's to be somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. In the opinion of Standard & Poor's, however, the obligor's capacity to meet its financial commitment on the obligation is still strong. Debt rated BBB by Standard & Poor's is deemed by Standard & Poor's to exhibit adequate protection parameters. It is the opinion of Standard & Poor's, however, that adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation than would be the case for debt in higher-rated categories. When applied to Fund holdings, ratings are based solely on the creditworthiness of the bonds in the portfolio and are not meant to represent the security or safety of the Fund. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment INFORMATION ABOUT MAINSTAY ASSET MANAGER FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. 170 MainStay Asset Manager Fund PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> PRINCIPAL AMOUNT VALUE LONG-TERM BONDS (27.0%)+ ASSET-BACKED SECURITIES (0.5%) - -------------------------------------------------------------------------------------- AIRLINES (0.0%)++ Continental Airlines, Inc. Series 1992-2, Class A1 7.256%, due 3/15/20 $ 35,451 $ 34,877 CONSUMER FINANCE (0.5%) Chase Issuance Trust Series 2005-10A, Class A 4.65%, due 12/17/12 750,000 748,725 Citibank Credit Card Issuance Trust Series 2003-A2, Class A2 2.70%, due 1/15/08 1,000,000 996,501 ------------------ 1,745,226 ------------------ Total Asset-Backed Securities (Cost $1,788,734) 1,780,103 ------------------ CORPORATE BONDS (6.0%) - -------------------------------------------------------------------------------------- AEROSPACE & DEFENSE (0.2%) Goodrich Corp. 7.00%, due 4/15/38 50,000 54,885 Honeywell International, Inc. 7.50%, due 3/1/10 100,000 109,978 Lockheed Martin Corp. 7.65%, due 5/1/16 100,000 118,775 Northrop Grumman Corp. 7.125%, due 2/15/11 100,000 109,191 7.875%, due 3/1/26 50,000 62,403 Raytheon Co. 6.40%, due 12/15/18 50,000 54,090 6.75%, due 8/15/07 58,000 59,681 United Technologies Corp. 6.35%, due 3/1/11 100,000 106,301 ------------------ 675,304 ------------------ AGRICULTURE (0.0%)++ Bunge Ltd. Finance Corp. 5.10%, due 7/15/15 (a) 125,000 120,122 ------------------ AUTOMOBILES (0.1%) DaimlerChrysler N.A. Holding Corp. 7.30%, due 1/15/12 250,000 267,707 ------------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE BEVERAGES (0.1%) Anheuser-Busch Cos., Inc. 5.75%, due 4/1/10 $ 100,000 $ 103,330 Coca-Cola Enterprises, Inc. 7.00%, due 5/15/98 100,000 116,401 Pepsi Bottling Holdings, Inc. 5.625%, due 2/17/09 (a) 100,000 102,341 ------------------ 322,072 ------------------ BUILDING PRODUCTS (0.1%) Masco Corp. 4.80%, due 6/15/15 75,000 71,276 6.75%, due 3/15/06 100,000 100,753 ------------------ 172,029 ------------------ CAPITAL MARKETS (0.5%) Bear Stearns Cos., Inc. (The) 5.70%, due 1/15/07 250,000 252,418 Credit Suisse First Boston USA, Inc. 4.625%, due 1/15/08 250,000 248,837 Goldman Sachs Group, Inc. (The) 5.70%, due 9/1/12 150,000 153,214 6.125%, due 2/15/33 100,000 100,945 JPMorgan Chase & Co. 5.75%, due 1/2/13 250,000 256,809 Lehman Brothers Holdings, Inc. Series G 4.80%, due 3/13/14 100,000 96,735 7.00%, due 2/1/08 150,000 156,617 Merrill Lynch & Co., Inc. 4.00%, due 11/15/07 250,000 246,462 Morgan Stanley 6.60%, due 4/1/12 125,000 134,030 6.75%, due 10/15/13 125,000 134,437 ------------------ 1,780,504 ------------------ CHEMICALS (0.0%)++ E.I. du Pont de Nemours & Co. 6.875%, due 10/15/09 100,000 106,937 Lubrizol Corp. 5.50%, due 10/1/14 25,000 24,636 ------------------ 131,573 ------------------ </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 171 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------------- COMMERCIAL BANKS (0.6%) Bank of America Corp. 5.875%, due 2/15/09 $ 500,000 $ 513,996 Bank One Corp. Series A 6.00%, due 2/17/09 250,000 256,149 FleetBoston Financial Corp. 3.85%, due 2/15/08 250,000 245,423 Key Bank N.A. 5.80%, due 7/1/14 50,000 51,726 PNC Bank N.A. 5.25%, due 1/15/17 75,000 73,625 SunTrust Banks, Inc. 5.45%, due 12/1/17 50,000 50,140 U.S. Bancorp Series N 3.95%, due 8/23/07 250,000 246,585 Wachovia Bank N.A. 4.85%, due 7/30/07 250,000 250,104 Wachovia Corp. 6.25%, due 8/4/08 100,000 103,233 Wells Fargo Bank N.A. 6.45%, due 2/1/11 250,000 265,939 ------------------ 2,056,920 ------------------ COMMERCIAL SERVICES & SUPPLIES (0.1%) Cendant Corp. 6.25%, due 1/15/08 100,000 101,726 Quest Diagnostics, Inc. 5.125%, due 11/1/10 (a) 25,000 24,951 R.R. Donnelley & Sons Co. 5.50%, due 5/15/15 (a) 25,000 24,207 Republic Services, Inc. 6.75%, due 8/15/11 25,000 26,742 Waste Management, Inc. 7.375%, due 8/1/10 100,000 108,723 ------------------ 286,349 ------------------ COMMUNICATIONS EQUIPMENT (0.0%)++ Motorola, Inc. 4.608%, due 11/16/07 100,000 99,502 ------------------ COMPUTERS & PERIPHERALS (0.1%) International Business Machines Corp. 4.25%, due 9/15/09 250,000 245,101 ------------------ CONSUMER FINANCE (0.5%) American General Finance Corp. Series H 4.50%, due 11/15/07 250,000 248,182 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE CONSUMER FINANCE (CONTINUED) Capital One Bank 5.125%, due 2/15/14 $ 100,000 $ 96,874 Ford Motor Credit Co. 7.875%, due 6/15/10 500,000 481,288 HSBC Finance Corp. 4.125%, due 11/16/09 500,000 482,922 6.375%, due 10/15/11 50,000 52,819 John Deere Capital Corp. 3.90%, due 1/15/08 250,000 245,007 MBNA Corp. 6.125%, due 3/1/13 100,000 105,175 SLM Corp. 5.625%, due 8/1/33 100,000 99,020 Toyota Motor Credit Corp. 4.25%, due 3/15/10 50,000 48,722 ------------------ 1,860,009 ------------------ DIVERSIFIED FINANCIAL SERVICES (0.4%) Boeing Capital Corp. 5.75%, due 2/15/07 250,000 252,883 Caterpillar Financial Services Corp. 4.30%, due 6/1/10 50,000 48,722 Citigroup, Inc. 3.50%, due 2/1/08 500,000 486,035 5.875%, due 2/22/33 250,000 249,132 National Rural Utilities Cooperative Finance Corp. 5.75%, due 8/28/09 250,000 256,196 Residential Capital Corp. 6.375%, due 6/30/10 (a) 25,000 25,394 Textron Financial Corp. 4.125%, due 3/3/08 25,000 24,573 ------------------ 1,342,935 ------------------ DIVERSIFIED TELECOMMUNICATION SERVICES (0.4%) ALLTEL Corp. 4.656%, due 5/17/07 100,000 99,513 Ameritech Capital Funding Corp. 6.55%, due 1/15/28 100,000 100,453 BellSouth Corp. 6.00%, due 10/15/11 250,000 258,861 GTE South, Inc., Series C 6.00%, due 2/15/08 300,000 304,503 SBC Communications, Inc. 5.75%, due 5/2/06 150,000 150,790 Sprint Capital Corp. 6.125%, due 11/15/08 150,000 154,483 8.75%, due 3/15/32 100,000 129,344 </Table> 172 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES (CONTINUED) Verizon Global Funding Corp. 7.75%, due 12/1/30 $ 100,000 $ 115,976 ------------------ 1,313,923 ------------------ ELECTRIC UTILITIES (0.4%) American Electric Power Co., Inc. Series C 5.375%, due 3/15/10 100,000 100,797 CenterPoint Energy Houston Electric LLC Series J 5.70%, due 3/15/13 50,000 51,114 Consumers Energy Co. Series B 5.375%, due 4/15/13 100,000 99,488 Dominion Resources, Inc. Series B 6.25%, due 6/30/12 100,000 104,414 DTE Energy Co. Series A 6.65%, due 4/15/09 100,000 104,532 FirstEnergy Corp. Series A 5.50%, due 11/15/06 100,000 100,579 Series B 6.45%, due 11/15/11 125,000 131,488 Florida Power & Light Co. 5.40%, due 9/1/35 50,000 47,960 Northern States Power Co. 6.875%, due 8/1/09 100,000 105,981 Peco Energy Co. 3.50%, due 5/1/08 100,000 96,502 Pepco Holdings, Inc. 7.45%, due 8/15/32 50,000 56,643 Progress Energy, Inc. 6.85%, due 4/15/12 25,000 26,562 7.10%, due 3/1/11 100,000 107,011 PSE&G Power LLC 7.75%, due 4/15/11 100,000 110,275 Southern California Edison Co. 6.65%, due 4/1/29 100,000 108,310 TXU Electric Delivery Co. 7.00%, due 9/1/22 100,000 108,767 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE ELECTRIC UTILITIES (CONTINUED) Wisconsin Power & Light Co. 6.25%, due 7/31/34 $ 25,000 $ 26,006 ------------------ 1,486,429 ------------------ FOOD & STAPLES RETAILING (0.1%) Albertson's, Inc. 7.50%, due 2/15/11 100,000 99,078 CVS Corp. 4.875%, due 9/15/14 25,000 23,981 Kroger Co. (The) 4.95%, due 1/15/15 100,000 92,583 Safeway, Inc. 6.50%, due 3/1/11 100,000 102,729 Wal-Mart Stores, Inc. 5.25%, due 9/1/35 100,000 93,845 ------------------ 412,216 ------------------ FOOD PRODUCTS (0.2%) Archer-Daniels-Midland Co. 8.125%, due 6/1/12 100,000 116,128 ConAgra Foods, Inc. 6.75%, due 9/15/11 100,000 106,368 7.00%, due 10/1/28 50,000 53,451 General Mills, Inc. 3.875%, due 11/30/07 100,000 97,931 Kraft Foods, Inc. 4.125%, due 11/12/09 100,000 96,597 5.25%, due 6/1/07 100,000 100,606 Sara Lee Corp. 3.875%, due 6/15/13 25,000 22,317 Unilever Capital Corp. 7.125%, due 11/1/10 100,000 109,396 ------------------ 702,794 ------------------ GAS UTILITIES (0.1%) KeySpan Corp. 5.875%, due 4/1/33 25,000 25,760 Kinder Morgan Energy Partners, L.P. 7.125%, due 3/15/12 125,000 136,398 ------------------ 162,158 ------------------ HEALTH CARE PROVIDERS & SERVICES (0.0%)++ Aetna, Inc. 7.875%, due 3/1/11 50,000 56,051 UnitedHealth Group, Inc. 4.875%, due 4/1/13 50,000 49,200 WellPoint, Inc. 5.00%, due 12/15/14 50,000 48,677 ------------------ 153,928 ------------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 173 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------------- HOME BUILDERS (0.0%)++ Pulte Homes, Inc. 6.25%, due 2/15/13 $ 50,000 $ 50,403 ------------------ HOTELS, RESTAURANTS & LEISURE (0.0%)++ Marriott International, Inc. 4.625%, due 6/15/12 25,000 23,922 ------------------ HOUSEHOLD DURABLES (0.1%) Centex Corp. 4.875%, due 8/15/08 100,000 99,122 Lennar Corp. 5.125%, due 10/1/10 (a) 100,000 97,783 ------------------ 196,905 ------------------ HOUSEHOLD PRODUCTS (0.0%)++ Procter & Gamble Co. (The) 4.85%, due 12/15/15 100,000 98,329 ------------------ INSURANCE (0.2%) Ace INA Holdings, Inc. 5.875%, due 6/15/14 75,000 75,810 Allstate Corp. (The) 7.20%, due 12/1/09 100,000 107,808 ASIF Global Financing XVIII 3.85%, due 11/26/07 (a) 50,000 48,967 Berkshire Hathaway Finance Corp. 4.625%, due 10/15/13 100,000 96,687 Genworth Financial, Inc. 5.75%, due 6/15/14 25,000 25,800 Marsh & McLennan Cos., Inc. 5.75%, due 9/15/15 50,000 48,641 Metlife, Inc. 5.50%, due 6/15/14 100,000 101,139 Nationwide Financial Services, Inc. 5.10%, due 10/1/15 25,000 24,225 Prudential Financial, Inc. 4.50%, due 7/15/13 100,000 95,426 ------------------ 624,503 ------------------ LODGING (0.0%)++ Harrah's Operating Co., Inc. 5.625%, due 6/1/15 (a) 50,000 47,979 ------------------ MACHINERY (0.0%)++ Caterpillar, Inc. 7.25%, due 9/15/09 100,000 107,814 ------------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE MEDIA (0.4%) Clear Channel Communications, Inc. 4.25%, due 5/15/09 $ 100,000 $ 95,518 6.00%, due 11/1/06 50,000 50,525 Comcast Cable Communications Holdings, Inc. 8.375%, due 3/15/13 150,000 172,786 Comcast Cable Communications, Inc. 6.375%, due 1/30/06 50,000 50,215 Comcast Corp. 6.50%, due 1/15/15 100,000 104,788 Cox Enterprises, Inc. 7.875%, due 9/15/10 (a) 100,000 108,899 News America Holdings 9.25%, due 2/1/13 (b) 100,000 121,323 Time Warner, Inc. 7.625%, due 4/15/31 250,000 281,878 Viacom, Inc. 5.625%, due 8/15/12 50,000 49,613 7.70%, due 7/30/10 100,000 108,930 Walt Disney Co. (The) 6.75%, due 3/30/06 100,000 100,882 7.00%, due 3/1/32 50,000 56,282 ------------------ 1,301,639 ------------------ METALS & MINING (0.1%) Alcoa, Inc. 4.25%, due 8/15/07 250,000 247,800 ------------------ MULTILINE RETAIL (0.1%) Federated Department Stores, Inc. 7.00%, due 2/15/28 100,000 104,741 Target Corp. 5.875%, due 3/1/12 100,000 104,689 ------------------ 209,430 ------------------ MULTI-UTILITIES & UNREGULATED POWER (0.1%) Constellation Energy Group, Inc. 6.35%, due 4/1/07 100,000 101,885 Duke Energy Corp. 6.25%, due 1/15/12 125,000 130,999 Michigan Consolidated Gas Co. Series B 7.15%, due 5/30/06 125,000 126,579 Pacific Gas & Electric Co. 4.80%, due 3/1/14 100,000 96,277 </Table> 174 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------------- MULTI-UTILITIES & UNREGULATED POWER (CONTINUED) San Diego Gas & Electric Co. 5.35%, due 5/15/35 $ 50,000 $ 47,822 ------------------ 503,562 ------------------ OIL & GAS (0.2%) Amerada Hess Corp. 7.30%, due 8/15/31 100,000 112,930 Anadarko Petroleum Corp. 7.20%, due 3/15/29 100,000 114,139 Devon Financing Corp. LLC 6.875%, due 9/30/11 125,000 135,351 Enterprise Products Operating, L.P. 4.95%, due 6/1/10 100,000 97,402 Pemex Project Funding Master Trust 7.375%, due 12/15/14 100,000 109,300 USX Corp. 6.85%, due 3/1/08 100,000 104,158 Valero Energy Corp. 6.125%, due 4/15/07 100,000 101,612 XTO Energy, Inc. 5.30%, due 6/30/15 25,000 24,698 ------------------ 799,590 ------------------ PAPER & FOREST PRODUCTS (0.1%) International Paper Co. 6.75%, due 9/1/11 100,000 105,168 Weyerhaeuser Co. 6.75%, due 3/15/12 100,000 105,890 ------------------ 211,058 ------------------ PHARMACEUTICALS (0.2%) Bristol-Myers Squibb Co. 5.75%, due 10/1/11 150,000 155,172 Eli Lilly & Co. 4.50%, due 3/15/18 100,000 92,704 Merck & Co., Inc. 4.75%, due 3/1/15 100,000 94,601 Pfizer, Inc. 4.65%, due 3/1/18 50,000 47,473 Pharmacia Corp. 6.60%, due 12/1/28 50,000 56,924 Schering-Plough Corp. 5.30%, due 12/1/13 100,000 101,234 Wyeth 5.50%, due 3/15/13 100,000 100,867 ------------------ 648,975 ------------------ </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE REAL ESTATE (0.1%) Archstone-Smith Operating Trust 5.25%, due 5/1/15 $ 25,000 $ 24,435 Camden Property Trust 4.375%, due 1/15/10 65,000 62,396 EOP Operating, L.P. 7.00%, due 7/15/11 100,000 107,617 ERP Operating, L.P. 7.125%, due 10/15/17 100,000 111,607 ProLogis 5.625%, due 11/15/15 (a) 25,000 24,933 Simon Property Group, L.P. 6.375%, due 11/15/07 100,000 102,488 ------------------ 433,476 ------------------ ROAD & RAIL (0.1%) Burlington Northern Santa Fe Corp. 7.125%, due 12/15/10 100,000 109,129 CSX Corp. 7.45%, due 5/1/07 100,000 103,688 Norfolk Southern Corp. 6.75%, due 2/15/11 100,000 107,309 7.05%, due 5/1/37 25,000 29,152 Union Pacific Corp. 6.65%, due 1/15/11 100,000 106,548 ------------------ 455,826 ------------------ SPECIALTY RETAIL (0.0%)++ Lowe's Cos., Inc. 5.50%, due 10/15/15 25,000 24,634 ------------------ TEXTILES, APPAREL & LUXURY GOODS (0.0%)++ Jones Apparel Group, Inc. 5.125%, due 11/15/14 50,000 44,914 ------------------ THRIFTS & MORTGAGE FINANCE (0.4%) Countrywide Home Loans, Inc. 5.625%, due 5/15/07 100,000 101,034 General Electric Capital Corp. 6.00%, due 6/15/12 500,000 525,905 6.75%, due 3/15/32 250,000 285,941 Washington Mutual, Inc. 4.20%, due 1/15/10 250,000 241,242 7.50%, due 8/15/06 250,000 254,670 ------------------ 1,408,792 ------------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 175 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------------- TOBACCO (0.0%)++ Altria Group, Inc. 7.20%, due 2/1/07 $ 100,000 $ 102,341 ------------------ WIRELESS TELECOMMUNICATION SERVICES (0.0%)++ New Cingular Wireless Services, Inc. 7.875%, due 3/1/11 100,000 111,968 ------------------ Total Corporate Bonds (Cost $21,700,951) 21,245,435 ------------------ FOREIGN BONDS (1.2%) - -------------------------------------------------------------------------------------- BEVERAGES (0.0%)++ Diageo Capital PLC 3.375%, due 3/20/08 100,000 96,711 ------------------ CAPITAL MARKETS (0.1%) Kreditanstalt fuer Wiederaufbau 3.375%, due 1/23/08 250,000 243,691 ------------------ COMMERCIAL BANKS (0.0%)++ Royal Bank of Scotland Group PLC 5.05%, due 1/8/15 100,000 98,269 ------------------ DIVERSIFIED FINANCIAL SERVICES (0.1%) CIT Group Funding Co. of Canada 5.20%, due 6/1/15 (a) 250,000 243,513 UFJ Finance Aruba AEC 6.75%, due 7/15/13 100,000 108,218 ------------------ 351,731 ------------------ DIVERSIFIED TELECOMMUNICATION SERVICES (0.3%) British Telecommunications PLC 8.875%, due 12/15/30 100,000 130,636 Deutsche Telekom International Finance B.V. 8.50%, due 6/15/10 250,000 278,983 France Telecom S.A. 7.20%, due 3/1/06 150,000 151,287 8.50%, due 3/1/31 100,000 130,662 Koninklijke (Royal) KPN N.V. 8.00%, due 10/1/10 100,000 111,502 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE DIVERSIFIED TELECOMMUNICATION SERVICES (CONTINUED) Telecom Italia Capital S.A. Series C 6.375%, due 11/15/33 $ 100,000 $ 99,351 ------------------ 902,421 ------------------ ELECTRIC UTILITIES (0.0%)++ Scottish Power PLC 5.375%, due 3/15/15 50,000 49,153 ------------------ FOREIGN GOVERNMENTS (0.5%) Italian Republic 5.625%, due 6/15/12 500,000 521,996 Malaysian Government 8.75%, due 6/1/09 100,000 112,220 Province of Ontario 5.50%, due 10/1/08 250,000 256,074 Province of Quebec 7.50%, due 9/15/29 150,000 194,018 Republic of South Africa 6.50%, due 6/2/14 100,000 106,875 United Mexican States Series A 6.375%, due 1/16/13 500,000 523,750 ------------------ 1,714,933 ------------------ INDUSTRIAL CONGLOMERATES (0.0%)++ Tyco International Group S.A. 6.00%, due 11/15/13 100,000 103,735 ------------------ INSURANCE (0.1%) Axa S.A. 8.60%, due 12/15/30 100,000 130,114 XL Capital, Ltd. 5.25%, due 9/15/14 25,000 23,955 ------------------ 154,069 ------------------ METALS & MINING (0.0%)++ Alcan, Inc. 5.00%, due 6/1/15 50,000 47,940 BHP Billiton Finance USA Ltd. 4.80%, due 4/15/13 50,000 48,976 ------------------ 96,916 ------------------ OIL & GAS (0.1%) Conoco Funding Co. 6.35%, due 10/15/11 250,000 267,466 ------------------ </Table> 176 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FOREIGN BONDS (CONTINUED) - -------------------------------------------------------------------------------------- PAPER & FOREST PRODUCTS (0.0%)++ Celulosa Arauco y Constitucion S.A. 5.625%, due 4/20/15 $ 25,000 $ 24,279 Stora Enso Oyj 7.375%, due 5/15/11 100,000 107,318 ------------------ 131,597 ------------------ WIRELESS TELECOMMUNICATION SERVICES (0.0%)++ Vodafone Group PLC 7.75%, due 2/15/10 100,000 110,002 ------------------ Total Foreign Bonds (Cost $4,335,429) 4,320,694 ------------------ U.S. GOVERNMENT & FEDERAL AGENCIES (19.2%) - -------------------------------------------------------------------------------------- FEDERAL HOME LOAN BANK (1.6%) 2.75%, due 3/14/08 1,000,000 957,758 V 2.875%, due 9/15/06 3,000,000 2,957,802 3.375%, due 9/14/07 1,500,000 1,466,610 5.25%, due 6/18/14 500,000 511,721 ------------------ 5,893,891 ------------------ FEDERAL HOME LOAN MORTGAGE CORPORATION (1.1%) 3.625%, due 9/15/08 1,000,000 971,390 4.125%, due 7/12/10 1,085,000 1,054,806 4.875%, due 11/15/13 1,000,000 998,199 6.25%, due 7/15/32 500,000 579,848 ------------------ 3,604,243 ------------------ FEDERAL HOME LOAN MORTGAGE CORPORATION (MORTGAGE PASS-THROUGH SECURITIES) (3.4%) 4.00%, due 1/1/20 50,257 47,582 4.00%, due 2/1/20 919,718 869,910 4.50%, due 7/1/18 349,138 338,293 4.50%, due 8/1/20 391,401 378,905 4.50%, due 8/1/33 421,317 394,341 4.50%, due 8/1/35 496,509 463,516 5.00%, due 12/1/18 399,124 394,005 5.00%, due 10/1/20 499,950 493,341 5.00%, due 7/1/35 495,669 477,052 5.00%, due 8/1/35 2,285,730 2,199,876 5.00%, due 10/1/35 1,000,100 962,536 5.50%, due 12/1/17 336,661 338,956 5.50%, due 1/1/18 289,059 291,029 5.50%, due 10/1/33 200,190 197,937 5.50%, due 6/1/35 997,843 985,309 5.50%, due 8/1/35 1,474,648 1,456,126 6.00%, due 5/1/16 427,670 437,055 6.00%, due 1/1/26 14,327 14,528 6.00%, due 12/1/27 615 622 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FEDERAL HOME LOAN MORTGAGE CORPORATION (MORTGAGE PASS-THROUGH SECURITIES) (CONTINUED) 6.00%, due 1/1/28 $ 8,283 $ 8,389 6.00%, due 11/1/32 575,091 581,382 6.00%, due 5/1/35 39,972 40,380 6.50%, due 11/1/16 135,837 140,089 6.50%, due 2/1/27 1,677 1,728 6.50%, due 5/1/29 105,206 108,222 6.50%, due 6/1/29 165,961 170,719 6.50%, due 7/1/29 274,096 281,954 6.50%, due 8/1/29 138,288 142,253 6.50%, due 9/1/29 10,823 11,133 6.50%, due 10/1/29 1,154 1,187 6.50%, due 6/1/32 107,417 110,337 7.00%, due 3/1/26 1,236 1,294 7.00%, due 9/1/26 35,150 36,781 7.00%, due 10/1/26 364 379 7.00%, due 7/1/30 6,200 6,473 7.00%, due 7/1/32 156,720 163,611 7.50%, due 7/1/11 13,132 13,814 7.50%, due 9/1/11 10,600 11,144 7.50%, due 5/1/32 163,279 172,659 7.75%, due 10/1/07 18,163 18,599 8.00%, due 10/1/11 5,880 6,179 8.00%, due 11/1/11 32,342 34,266 ------------------ 12,803,891 ------------------ FEDERAL NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (5.5%) 4.50%, due 1/1/20 963,126 932,068 4.50%, due 7/1/20 1,963,434 1,899,439 5.00%, due 10/1/17 310,151 306,285 5.00%, due 1/1/18 944,433 932,662 5.00%, due 3/1/18 311,302 307,304 5.00%, due 1/1/19 461,744 455,674 5.00%, due 10/1/20 495,809 489,255 5.00%, due 6/1/35 2,954,215 2,843,760 5.00%, due 8/1/35 993,534 956,387 5.50%, due 9/1/18 370,571 373,184 5.50%, due 6/1/33 580,868 573,964 5.50%, due 7/1/33 2,002,899 1,979,092 5.50%, due 12/1/33 198,867 196,504 5.50%, due 2/1/34 367,403 363,036 5.50%, due 10/1/34 997,998 985,316 5.50%, due 8/1/35 997,666 984,511 5.50%, due 11/1/35 TBA (c) 1,000,000 986,250 6.00%, due 4/1/19 14,855 15,138 6.00%, due 6/1/28 43,151 43,640 6.00%, due 12/1/28 188,811 190,950 6.00%, due 12/1/31 12,058 12,177 6.00%, due 1/1/32 11,456 11,565 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 177 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE U.S. GOVERNMENT & FEDERAL AGENCIES (CONTINUED) - -------------------------------------------------------------------------------------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (CONTINUED) 6.00%, due 2/1/32 $ 254,925 $ 257,440 6.00%, due 4/1/32 8,219 8,297 6.00%, due 6/1/32 238,607 240,883 6.00%, due 10/1/32 8,495 8,576 6.00%, due 2/1/33 10,184 10,282 6.00%, due 4/1/33 9,611 9,703 6.00%, due 8/1/34 1,292,746 1,304,486 6.00%, due 11/1/35 TBA (c) 300,000 302,531 6.50%, due 7/1/29 280,839 289,266 6.50%, due 8/1/32 153,237 157,514 7.00%, due 5/1/26 22,048 23,120 7.00%, due 6/1/26 4,753 4,984 7.00%, due 7/1/30 59,966 62,732 7.50%, due 7/1/11 1,759 1,821 7.50%, due 8/1/11 5,031 5,186 7.50%, due 10/1/11 8,357 8,791 7.50%, due 10/1/15 150,808 159,283 8.00%, due 7/1/09 4,065 4,254 8.00%, due 4/1/10 11,441 12,063 8.00%, due 10/1/10 7,151 7,539 8.00%, due 8/1/11 3,269 3,469 8.00%, due 10/1/11 32,681 34,675 8.00%, due 11/1/11 4,669 4,954 8.50%, due 8/1/26 4,350 4,729 8.50%, due 10/1/26 659 716 9.00%, due 6/1/26 3,584 3,936 9.00%, due 7/1/26 15,766 17,289 9.00%, due 8/1/26 3,706 3,994 9.00%, due 9/1/26 316 328 ------------------ 18,791,002 ------------------ GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (0.8%) 5.00%, due 8/15/33 328,267 320,736 5.50%, due 9/15/35 1,000,099 999,152 6.00%, due 1/15/33 278,989 283,954 6.00%, due 11/15/33 282,713 287,721 6.50%, due 4/15/29 483 502 6.50%, due 5/15/29 1,373 1,426 6.50%, due 8/15/29 100 104 6.50%, due 5/15/31 186,380 193,491 6.50%, due 7/15/32 118,837 123,302 7.00%, due 7/15/11 6,248 6,478 7.00%, due 10/15/11 92,145 95,934 7.00%, due 9/15/23 9,269 9,792 7.00%, due 7/15/25 22,028 23,248 7.00%, due 12/15/25 19,356 20,428 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (MORTGAGE PASS-THROUGH SECURITIES) (CONTINUED) 7.00%, due 5/15/26 $ 11,517 $ 12,140 7.00%, due 11/15/27 38,181 40,210 7.00%, due 12/15/27 168,414 177,367 7.00%, due 6/15/28 9,464 9,959 7.50%, due 3/15/26 12,269 13,026 7.50%, due 6/15/26 752 798 7.50%, due 10/15/30 64,255 68,060 8.00%, due 8/15/26 4,691 5,021 8.00%, due 9/15/26 1,289 1,380 8.00%, due 10/15/26 39,097 41,845 8.50%, due 11/15/26 27,449 29,813 9.00%, due 11/15/26 6,167 6,773 ------------------ 2,772,660 ------------------ UNITED STATES TREASURY BONDS (1.1%) 5.25%, due 2/15/29 1,400,000 1,485,257 5.375%, due 2/15/31 415,000 452,609 6.25%, due 8/15/23 1,800,000 2,100,726 ------------------ 4,038,592 ------------------ UNITED STATES TREASURY NOTES (5.7%) 3.125%, due 5/15/07 1,000,000 981,367 3.375%, due 2/15/08 750,000 733,242 3.625%, due 1/15/10 400,000 387,156 3.75%, due 3/31/07 (b) 2,000,000 1,982,344 3.75%, due 5/15/08 (b) 2,650,000 2,608,077 3.875%, due 5/15/09 (b) 1,000,000 981,328 3.875%, due 9/15/10 600,000 584,297 4.00%, due 6/15/09 2,000,000 1,970,156 4.00%, due 3/15/10 750,000 736,172 4.00%, due 2/15/14 (b) 1,250,000 1,201,221 4.125%, due 8/15/08 750,000 744,434 4.25%, due 10/15/10 500,000 495,645 V 4.25%, due 8/15/15 (b) 6,875,000 6,708,495 ------------------ 20,113,934 ------------------ Total U.S. Government & Federal Agencies (Cost $68,816,526) 68,018,213(n) ------------------ YANKEE BONDS (0.1%) (D) - -------------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES (0.0%)++ TELUS Corp. 8.00%, due 6/1/11 50,000 56,225 ------------------ INDUSTRIAL CONGLOMERATES (0.0%)++ Tyco International Group S.A. 6.375%, due 10/15/11 50,000 52,533 ------------------ </Table> 178 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE YANKEE BONDS (CONTINUED) - -------------------------------------------------------------------------------------- x MINING (0.0%)++ Falconbridge, Ltd. 8.375%, due 2/15/11 $ 25,000 $ 28,000 ------------------ OIL & GAS (0.1%) EnCana Corp. 6.30%, due 11/1/11 100,000 105,682 Norsk Hydro ASA 7.25%, due 9/23/27 100,000 120,732 ------------------ 226,414 ------------------ ROAD & RAIL (0.0%)++ Canadian National Railway Co. 7.625%, due 5/15/23 50,000 60,865 ------------------ Total Yankee Bonds (Cost $423,858) 424,037 ------------------ Total Long-Term Bonds (Cost $97,065,498) 95,788,482 ------------------ SHARES x COMMON STOCKS (60.6%) - -------------------------------------------------------------------------------------- AEROSPACE & DEFENSE (1.4%) AAR Corp. (e) 582 9,271 Applied Signal Technology, Inc. 195 3,346 Armor Holdings, Inc. (e) 493 22,042 Boeing Co. (The) 31,828 2,057,362 Cubic Corp. (b) 355 5,826 Curtiss-Wright Corp. 353 20,245 DRS Technologies, Inc. 439 21,625 EDO Corp. 297 8,583 Engineered Support Systems, Inc. 661 26,737 Esterline Technologies Corp. (e) 383 14,420 GenCorp, Inc. (e)(b) 918 16,836 Goodrich Corp. 4,102 147,959 Honeywell International, Inc. 7,107 243,059 Kaman Corp. Class A 413 9,677 Lockheed Martin Corp. 16,134 977,075 Mercury Computer Systems, Inc. (e) 338 6,419 Moog, Inc. Class A (e) 530 15,714 Precision Castparts Corp. 13,451 637,039 Raytheon Co. 7,482 276,460 Rockwell Collins, Inc. 7,337 336,181 </Table> <Table> <Caption> SHARES VALUE AEROSPACE & DEFENSE (CONTINUED) Teledyne Technologies, Inc. (e) 540 $ 19,040 Triumph Group, Inc. (e) 290 10,104 ------------------ 4,885,020 ------------------ AIR FREIGHT & LOGISTICS (0.3%) C.H. Robinson Worldwide, Inc. 3,072 108,319 CNF, Inc. 5,821 327,548 EGL, Inc. (e) 659 18,472 FedEx Corp. 5,224 480,242 Forward Air Corp. 537 19,037 HUB Group, Inc. Class A (e) 100 3,637 Ryder System, Inc. 3,224 127,896 United Parcel Service, Inc. Class B 2,076 151,423 ------------------ 1,236,574 ------------------ AIRLINES (0.0%)++ Frontier Airlines, Inc. (e)(b) 607 5,736 Mesa Air Group, Inc. (e)(b) 576 6,497 SkyWest, Inc. 970 28,431 ------------------ 40,664 ------------------ AUTO COMPONENTS (0.2%) ArvinMeritor, Inc. 599 9,602 Bandag, Inc. 306 13,005 BorgWarner, Inc. 2,597 150,600 Dana Corp. 1,258 9,448 Delphi Corp. 9,218 3,722 Drew Industries, Inc. (e) 100 2,885 Goodyear Tire & Rubber Co. (The) (e)(b) 8,999 140,744 Lear Corp. (b) 5,416 164,971 Midas, Inc. (e) 270 5,281 Standard Motor Products, Inc. 303 2,533 Superior Industries International Inc. (b) 400 8,140 Visteon Corp. (e) 4,185 34,861 ------------------ 545,792 ------------------ AUTOMOBILES (0.4%) Coachmen Industries, Inc. 271 3,228 Ford Motor Co. 94,069 782,654 General Motors Corp. (b) 19,648 538,355 Monaco Coach Corp. 531 6,515 Winnebago Industries, Inc. (b) 510 14,953 ------------------ 1,345,705 ------------------ BEVERAGES (0.4%) Coca-Cola Co. (The) 11,412 $ 488,205 Coca-Cola Enterprises, Inc. 5,187 98,034 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 179 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- BEVERAGES (CONTINUED) Constellation Brands, Inc. Class A (e) 5,211 $ 122,667 Hansen Natural Corp. (e) 100 5,052 Pepsi Bottling Group, Inc. (The) (b) 7,344 208,790 PepsiCo, Inc. 6,340 374,567 ------------------ 1,297,315 ------------------ BIOTECHNOLOGY (0.5%) Amgen, Inc. (e) 14,997 1,136,173 ArQule, Inc. (e) 563 4,020 Biogen Idec, Inc. (e)(b) 2,900 117,827 Cephalon, Inc. (e)(b) 1,305 59,495 Enzo Biochem, Inc. (e) 459 6,261 Invitrogen Corp. (e) 3,340 212,391 Regeneron Pharmaceuticals, Inc. (e) 735 9,195 Savient Pharmaceuticals, Inc. (e) 1,087 4,076 Techne Corp. (e) 3,752 203,433 Vertex Pharmaceuticals, Inc. (e) 7,913 180,021 ------------------ 1,932,892 ------------------ BUILDING PRODUCTS (0.2%) Apogee Enterprises, Inc. 502 8,223 ElkCorp. 319 10,090 Griffon Corp. (e)(b) 488 10,736 Lennox International, Inc. 838 23,372 Masco Corp. 22,197 632,614 NCI Building Systems, Inc. (e) 347 14,272 Simpson Manufacturing Co., Inc. 613 24,189 Universal Forest Products, Inc. 288 15,938 York International Corp. 1,461 81,977 ------------------ 821,411 ------------------ CAPITAL MARKETS (2.0%) A.G. Edwards, Inc. 8,490 359,297 Ameriprise Financial, Inc. (e) 6,841 254,615 Charles Schwab Corp. (The) 17,889 271,913 E*TRADE Financial Corp. (e) 18,838 349,445 Eaton Vance Corp. 1,134 28,225 Federated Investors, Inc. Class B 1,458 51,045 Franklin Resources, Inc. 2,556 225,874 Goldman Sachs Group, Inc. (The) 2,291 289,514 </Table> <Table> <Caption> SHARES VALUE CAPITAL MARKETS (CONTINUED) Investment Technology Group, Inc. (e) 697 $ 22,659 Investors Financial Services Corp. 5,354 204,416 Janus Capital Group, Inc. (b) 7,641 134,100 LaBranche & Co., Inc. (e)(b) 1,043 9,950 Legg Mason, Inc. 9,846 1,056,574 Lehman Brothers Holdings, Inc. 2,324 278,113 Merrill Lynch & Co., Inc. 14,594 944,816 Midcap SPDR Trust Series 1 (b)(f) 2,692 343,230 Morgan Stanley 20,286 1,103,761 Raymond James Financial, Inc. 488 16,607 S&P 500 Index - SPDR Trust Series 1 (b)(f) 5,994 720,778 SEI Investments Co. 1,670 64,796 State Street Corp. 5,923 327,127 SWS Group, Inc. 310 5,490 ------------------ 7,062,345 ------------------ CHEMICALS (0.6%) Airgas, Inc. 1,733 48,992 Arch Chemicals, Inc. 410 10,771 Cambrex Corp. 470 8,968 Chemtura Corp. 6,643 71,080 E.I. du Pont de Nemours & Co. 20,512 855,145 Eastman Chemical Co. 1,918 101,194 FMC Corp. (e) 3,925 213,677 Georgia Gulf Corp. 556 16,180 H.B. Fuller Co. 476 14,266 Headwaters, Inc. (e) 673 21,428 Lubrizol Corp. 3,292 136,914 Lyondell Chemical Co. 3,790 101,572 MacDermid, Inc. 464 12,992 Material Sciences Corp. (e) 253 3,846 Minerals Technologies, Inc. 527 28,173 Monsanto Co. 4,563 287,515 OM Group, Inc. (e) 477 7,622 Omnova Solutions, Inc. (e) 714 3,213 Penford Corp. 153 1,995 PolyOne Corp. (e) 1,525 8,799 PPG Industries, Inc. 87 5,217 Quaker Chemical Corp. 169 2,685 Schulman (A.), Inc. 539 11,001 Scotts Miracle-Gro Co. (The) Class A 1,014 89,019 Wellman, Inc. 289 1,890 ------------------ 2,064,154 ------------------ </Table> 180 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- COMMERCIAL BANKS (1.8%) Amegy Bancorp, Inc. 1,164 $ 26,923 Bank of Hawaii Corp. 4,686 240,767 BB&T Corp. (b) 13,817 585,012 Boston Private Financial Holdings, Inc. 455 13,172 Central Pacific Financial Corp. 510 18,411 Chittenden Corp. 777 22,354 Colonial BancGroup, Inc. (The) 1,315 32,020 Comerica, Inc. 7,136 412,318 Community Bank System, Inc. 514 12,207 Compass Bancshares, Inc. 3,080 150,181 East-West Bancorp, Inc. (b) 938 35,916 First Bancorp Puerto Rico 1,260 14,389 First Horizon National Corp. 2,112 81,692 First Midwest Bancorp, Inc. 729 27,717 First Republic Bank 399 15,126 FirstMerit Corp. 1,882 49,628 Gold Banc Corp., Inc. 672 9,959 Greater Bay Bancorp 2,473 62,048 Hibernia Corp. Class A 3,631 107,732 Hudson United Bancorp 734 30,439 Huntington Bancshares, Inc. (b) 1,813 42,170 Irwin Financial Corp. 297 6,198 KeyCorp 13,833 445,976 Nara Bancorp, Inc. 390 7,032 National City Corp. (b) 29,874 962,839 PNC Financial Services Group, Inc. 2,402 145,825 PrivateBancorp, Inc. 292 9,919 Prosperity Bancshares, Inc. 100 3,049 Provident Bankshares Corp. 549 19,138 Regions Financial Corp. 3,974 129,354 Republic Bancorp, Inc. 1,172 15,998 South Financial Group, Inc. (The) 1,197 33,001 Sterling Bancshares, Inc. 807 11,936 SunTrust Banks, Inc. 3,943 285,789 Susquehanna Bancshares, Inc. 776 17,918 SVB Financial Group (e) 1,231 61,193 TCF Financial Corp. 2,967 80,406 Trustco Bank Corp., NY 1,270 16,383 U.S. Bancorp (b) 14,582 431,336 UCBH Holdings, Inc. 1,532 26,657 Umpqua Holdings Corp. 745 19,817 United Bankshares, Inc. 638 23,287 </Table> <Table> <Caption> SHARES VALUE COMMERCIAL BANKS (CONTINUED) Unizan Financial Corp. 3,636 $ 95,409 Wachovia Corp. 2,495 126,047 Wells Fargo & Co. 16,754 1,008,591 Whitney Holding Corp. 1,032 27,864 Wilmington Trust Corp. 4,802 182,044 Wintrust Financial Corp. 397 21,311 Zions Bancorporation 753 55,323 ------------------ 6,259,821 ------------------ COMMERCIAL SERVICES & SUPPLIES (1.2%) ABM Industries, Inc. 647 12,798 Administaff, Inc. 385 16,293 Allied Waste Industries, Inc. (e)(b) 5,837 47,513 Angelica Corp. 158 2,242 Arbitron, Inc. 509 19,042 Bowne & Co., Inc. 616 8,760 Brady Corp. Class A 827 23,793 Brink's Co. (The) 4,615 181,231 Career Education Corp. (e) 9,480 337,393 CDI Corp. 262 7,223 Cendant Corp. 53,600 933,712 Central Parking Corp. 345 5,168 Chemed Corp. 408 19,617 Coinstar, Inc. (e)(b) 393 9,974 Consolidated Graphics, Inc. (e) 199 7,759 Corinthian Colleges, Inc. (e) 2,047 25,465 Corporate Executive Board Co. (The) 345 28,511 CPI Corp. 145 2,610 Dun & Bradstreet Corp. (The) (e) 3,059 193,696 Equifax, Inc. 6,654 229,363 G&K Services, Inc. Class A 347 13,148 H&R Block, Inc. 8,286 205,990 Healthcare Services Group, Inc. 371 6,915 Heidrick & Struggles International, Inc. (e) 334 10,782 Herman Miller, Inc. 2,777 76,118 HNI Corp. 2,821 137,947 John H. Harland Co. 473 19,672 Labor Ready, Inc. (e) 860 20,081 Mobile Mini, Inc. (e) 261 12,183 NCO Group, Inc. (e) 530 9,524 On Assignment, Inc. (e) 450 3,829 Portfolio Recovery Associates, Inc. (e) 200 7,780 Pre-Paid Legal Services, Inc. (b) 171 7,319 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 181 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES (CONTINUED) R.R. Donnelley & Sons Co. 1,831 $ 64,122 Republic Services, Inc. 9,424 333,138 Robert Half International, Inc. 1,475 54,398 School Specialty, Inc. (e) 377 12,780 Sotheby's Holdings, Inc. Class A (e) 714 11,117 SOURCECORP, Inc. (e) 295 6,711 Spherion Corp. (e) 1,089 9,692 Standard Register Co. (The) 213 3,238 Stericycle, Inc. (e) 1,526 87,837 Tetra Tech, Inc. (e) 912 14,081 United Rentals, Inc. (e) 7,143 139,789 United Stationers, Inc. (e) 559 25,362 Vertrue, Inc. (e)(b) 176 6,626 Viad Corp. 377 10,861 Volt Information Sciences, Inc. (e) 198 3,722 Waste Connections, Inc. (e) 768 25,628 Waste Management, Inc. 27,298 805,564 Watson Wyatt & Co. Holdings 701 18,576 ------------------ 4,276,693 ------------------ COMMUNICATIONS EQUIPMENT (1.9%) Adaptec, Inc. (e) 1,826 7,505 ADC Telecommunications, Inc. (e) 961 16,769 ADTRAN, Inc. 4,452 134,673 Audiovox Corp. Class A (e) 319 4,533 Bel Fuse, Inc. Class B 201 6,050 Belden CDT, Inc. (b) 780 15,545 Black Box Corp. 301 12,076 C-COR, Inc. (e) 665 3,544 Cisco Systems, Inc. (e) 169,134 2,951,388 CommScope, Inc. (e) 2,841 55,456 Comtech Telecommunications Corp. (e) 325 12,467 Corning, Inc. (e) 71,516 1,436,756 Digi International, Inc. (e) 361 3,830 Ditech Communications Corp. (e) 541 3,446 Dycom Industries, Inc. (e) 1,413 28,161 Harmonic, Inc. (e) 1,242 5,726 Inter-Tel, Inc. 350 6,478 Motorola, Inc. 83,573 1,851,978 NETGEAR, Inc. (e) 548 10,713 Network Equipment Technologies, Inc. (e) 411 2,051 PC-Tel, Inc. (e) 363 3,358 Powerwave Technologies, Inc. (e)(b) 8,918 99,971 QUALCOMM, Inc. 316 12,564 </Table> <Table> <Caption> SHARES VALUE COMMUNICATIONS EQUIPMENT (CONTINUED) Symmetricom, Inc. (e) 770 $ 6,137 Tollgrade Communications, Inc. (e) 243 2,357 ViaSat, Inc. (e) 376 9,321 ------------------ 6,702,853 ------------------ COMPUTERS & PERIPHERALS (2.3%) Apple Computer, Inc. (e) 15,904 915,911 Avid Technology, Inc. (e)(b) 659 32,443 Dell, Inc. (e) 26,342 839,783 Diebold, Inc. 1,832 66,208 Hewlett-Packard Co. 77,029 2,159,893 Hutchinson Technology, Inc. (e)(b) 434 10,763 Imation Corp. 3,075 131,641 V International Business Machines Corp. 40,249 3,295,588 Lexmark International, Inc. (e) 1,009 41,894 NCR Corp. (e) 3,186 96,281 SanDisk Corp. (e) 4,356 256,525 SBS Technologies, Inc. (e) 261 2,547 Sun Microsystems, Inc. (e) 55,173 220,692 Synaptics, Inc. (e)(b) 400 9,292 Western Digital Corp. (e) 13,126 158,825 ------------------ 8,238,286 ------------------ CONSTRUCTION & ENGINEERING (0.1%) EMCOR Group, Inc. (e) 274 16,714 Granite Construction, Inc. 1,422 48,504 Insituform Technologies, Inc. Class A (e) 483 8,675 Quanta Services, Inc. (e) 12,946 148,750 Shaw Group, Inc. (The) (e) 1,272 34,090 URS Corp. (e) 684 27,654 ------------------ 284,387 ------------------ CONSTRUCTION MATERIALS (0.2%) AMCOL International Corp. 369 7,498 Florida Rock Industries, Inc. (b) 791 45,008 Martin Marietta Materials, Inc. 5,678 448,051 Texas Industries, Inc. 356 17,658 Vulcan Materials Co. (b) 5,214 338,910 ------------------ 857,125 ------------------ CONSUMER FINANCE (2.3%) American Express Co. 41,656 2,073,219 AmeriCredit Corp. (e) 17,294 386,521 Capital One Financial Corp. 6,608 504,521 Cash America International, Inc. 472 10,318 V MBNA Corp. 207,953 5,317,358 MoneyGram International, Inc. 173 4,204 </Table> 182 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- CONSUMER FINANCE (CONTINUED) Rewards Network, Inc. (e) 415 $ 2,237 World Acceptance Corp. (e) 300 8,442 ------------------ 8,306,820 ------------------ CONTAINERS & PACKAGING (0.1%) AptarGroup, Inc. 570 29,178 Caraustar Industries, Inc. (e) 510 4,452 Chesapeake Corp. 328 6,606 Longview Fibre Co. 3,989 74,993 Myers Industries, Inc. 605 6,909 Pactiv Corp. (e)(b) 7,458 146,923 Rock-Tenn Co. Class A 523 7,254 ------------------ 276,315 ------------------ DISTRIBUTORS (0.0%)++ Adesa, Inc. 5,644 120,782 Genuine Parts Co. 1,075 47,698 ------------------ 168,480 ------------------ DIVERSIFIED CONSUMER SERVICES (0.0%)++ Education Management Corp. (e) 582 17,949 ------------------ DIVERSIFIED FINANCIAL SERVICES (1.4%) CIT Group, Inc. 10,607 485,058 Citigroup, Inc. (i) 59,835 2,739,246 Financial Federal Corp. 291 11,110 GATX Corp. 6,090 227,583 JPMorgan Chase & Co. 25,549 935,604 Moody's Corp. 2,152 114,616 Piper Jaffray Cos., Inc. (e) 324 11,129 Principal Financial Group, Inc. 11,623 576,849 ------------------ 5,101,195 ------------------ DIVERSIFIED TELECOMMUNICATION SERVICES (1.8%) V AT&T Corp. 163,338 3,230,826 CenturyTel, Inc. 5,556 181,848 Cincinnati Bell, Inc. (e) 29,868 118,277 Citizens Communications Co. (b) 8,528 104,383 Commonwealth Telephone Enterprises, Inc. 337 12,095 General Communication, Inc. Class A (e) 785 7,544 Qwest Communications International, Inc. (e)(b) 39,877 173,864 Verizon Communications, Inc. 81,242 2,559,935 ------------------ 6,388,772 ------------------ </Table> <Table> <Caption> SHARES VALUE ELECTRIC UTILITIES (2.6%) Allegheny Energy, Inc. (e)(b) 6,653 $ 188,014 Alliant Energy Corp. 5,479 144,920 American Electric Power Co., Inc. 19,758 750,014 Central Vermont Public Service Corp. 213 3,412 CH Energy Group, Inc. 262 12,196 Cinergy Corp. 29,594 1,180,801 Cleco Corp. 784 16,621 CMS Energy Corp. (e) 7,023 104,713 Consolidated Edison, Inc. (b) 2,057 93,594 DPL, Inc. 5,155 132,844 DTE Energy Co. 1,480 63,936 Edison International 16,625 727,510 El Paso Electric Co. (e) 801 17,342 Entergy Corp. 7,419 524,672 FirstEnergy Corp. 9,776 464,360 Great Plains Energy, Inc. 1,724 49,496 Green Mountain Power Corp. 119 3,891 Northeast Utilities 2,912 52,969 Pepco Holdings, Inc. 12,801 275,093 Pinnacle West Capital Corp. 687 28,689 Public Service Enterprise Group, Inc. 39,589 2,489,752 Puget Energy, Inc. 3,092 66,292 SCANA Corp. 5,402 214,297 TXU Corp. 11,787 1,187,540 UIL Holdings Corp. 242 11,979 UniSource Energy Corp. 570 18,223 Wisconsin Energy Corp. 8,934 337,973 ------------------ 9,161,143 ------------------ ELECTRICAL EQUIPMENT (0.1%) A.O. Smith Corp. 338 10,944 Acuity Brands, Inc. 709 19,717 AMETEK, Inc. 1,819 74,088 Baldor Electric Co. 474 11,518 C&D Technologies, Inc. 467 4,264 Emerson Electric Co. 3,589 249,615 Intermagnetics General Corp. (e) 454 13,007 MagneTek, Inc. (e) 421 1,335 Regal-Beloit Corp. 466 14,833 Roper Industries, Inc. 1,398 52,705 Thomas & Betts Corp. (e) 216 8,407 Vicor Corp. 323 5,443 Woodward Governor Co. 182 14,542 ------------------ 480,418 ------------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 183 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS (0.6%) Aeroflex, Inc. (e) 1,205 $ 10,917 Agilent Technologies, Inc. (e) 8,502 272,149 Agilysys, Inc. 484 7,231 Amphenol Corp. Class A 6,461 258,246 Anixter International, Inc. 540 20,023 Arrow Electronics, Inc. (e) 12,267 361,999 Artesyn Technologies, Inc. (e) 707 6,215 Avnet, Inc. (e) 16,473 379,703 Bell Microproducts, Inc. (e) 474 3,266 Benchmark Electronics, Inc. (e) 681 19,129 Checkpoint Systems, Inc. (e) 599 14,376 Cognex Corp. 735 21,006 Coherent, Inc. (e) 505 14,953 CTS Corp. 632 7,445 Daktronics, Inc. 300 6,483 Electro Scientific Industries, Inc. (e) 509 11,183 FLIR Systems, Inc. (e) 1,124 23,559 Global Imaging Systems, Inc. (e)(b) 392 13,959 Itron, Inc. (e) 374 16,254 Keithley Instruments, Inc. 271 4,350 Littelfuse, Inc. (e) 371 9,093 Methode Electronics, Inc. 651 6,679 MTS Systems Corp. 321 12,827 Park Electrochemical Corp. 361 9,061 Paxar Corp. (e) 660 11,332 PerkinElmer, Inc. 2,104 46,435 Photon Dynamics, Inc. (e) 295 5,136 Planar Systems, Inc. (e) 261 2,328 Plexus Corp. (e) 1,881 33,237 RadiSys Corp. (e) 326 5,239 Rogers Corp. (e) 295 11,018 Sanmina-SCI Corp. (e) 13,415 48,965 ScanSource, Inc. (e)(b) 222 12,574 Solectron Corp. (e)(b) 49,629 175,190 Symbol Technologies, Inc. 290 2,407 Tech Data Corp. (e) 1,323 45,829 Technitrol, Inc. 679 11,421 Thermo Electron Corp. (e)(b) 2,679 80,879 Trimble Navigation Ltd. (e) 900 25,983 Varian, Inc. (e) 2,167 79,681 X-Rite, Inc. 367 3,776 ------------------ 2,111,536 ------------------ ENERGY EQUIPMENT & SERVICES (0.6%) Atwood Oceanics, Inc. (e) 227 15,985 BJ Services Co. 2,804 97,439 Cal Dive International, Inc. (e)(b) 635 39,078 CARBO Ceramics, Inc. 312 18,458 </Table> <Table> <Caption> SHARES VALUE ENERGY EQUIPMENT & SERVICES (CONTINUED) Cooper Cameron Corp. (e) 862 $ 63,555 Dril-Quip, Inc. (e) 123 5,031 ENSCO International, Inc. 2,549 116,209 Grant Prideco, Inc. (e) 2,491 96,875 Hanover Compressor Co. (e) 3,528 45,370 Helmerich & Payne, Inc. 6,305 349,297 Hydril (e) 354 23,484 Input/Output, Inc. (e)(b) 1,231 9,454 Lone Star Technologies, Inc. (e) 482 22,052 Maverick Tube Corp. (e) 716 22,167 Oceaneering International, Inc. (e) 442 21,269 Offshore Logistics, Inc. (e) 380 12,920 Patterson-UTI Energy, Inc. 9,289 317,034 Pride International, Inc. (e) 5,925 166,315 SEACOR Holdings, Inc. (e) 346 24,784 Smith International, Inc. 66 2,138 TETRA Technologies, Inc. (e) 592 16,558 Tidewater, Inc. 1,432 65,815 Transocean, Inc. (e) 10,337 594,274 Unit Corp. (e) 770 40,348 Veritas DGC, Inc. (e) 556 17,909 Weatherford International Ltd. (e)(b) 55 3,443 W-H Energy Services, Inc. (e) 498 15,089 ------------------ 2,222,350 ------------------ FOOD & STAPLES RETAILING (0.6%) Albertson's, Inc. (b) 16,869 423,581 Casey's General Stores, Inc. 842 18,170 Great Atlantic & Pacific Tea Co. (The) (e) 285 8,006 Kroger Co. (The) (e) 26,312 523,609 Longs Drug Stores Corp. 448 18,686 Nash Finch Co. (b) 214 6,647 Performance Food Group Co. (e)(b) 628 17,327 Safeway, Inc. (b) 18,966 441,149 SUPERVALU, Inc. 5,720 179,780 United Natural Foods, Inc. (e) 656 18,440 Whole Foods Market, Inc. (b) 2,170 312,762 ------------------ 1,968,157 ------------------ FOOD PRODUCTS (0.6%) American Italian Pasta Co. Class A 327 2,109 Archer-Daniels-Midland Co. 25,624 624,457 ConAgra Foods, Inc. 6,390 148,695 Corn Products International, Inc. 1,233 29,358 Dean Foods Co. (e) 15,373 555,734 </Table> 184 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- FOOD PRODUCTS (CONTINUED) Delta & Pine Land Co. 650 $ 16,218 Flowers Foods, Inc. 908 26,604 General Mills, Inc. (b) 8,901 429,562 Hain Celestial Group, Inc. (e) 511 9,873 J&J Snack Foods Corp. 113 6,374 JM Smucker Co. (The) 486 22,215 Kellogg Co. 3,115 137,590 Lance, Inc. 532 9,326 McCormick & Co., Inc. 2,273 68,849 Peet's Coffee & Tea, Inc. (e) 175 5,822 Ralcorp Holdings, Inc. (e) 492 19,139 Sanderson Farms, Inc. 259 8,938 Sensient Technologies Corp. 2,977 52,663 TreeHouse Foods, Inc. (e)(b) 517 13,359 Tyson Foods, Inc. Class A 6,398 113,884 ------------------ 2,300,769 ------------------ GAS UTILITIES (0.1%) Atmos Energy Corp. 1,311 34,479 Cascade Natural Gas Corp. 199 4,099 Laclede Group, Inc. (The) 349 10,435 New Jersey Resources Corp. 459 19,810 Nicor, Inc. 2,233 87,534 Northwest Natural Gas Co. 470 16,262 Piedmont Natural Gas Co., Inc. (b) 1,268 30,001 Southern Union Co. (e) 1,593 37,467 Southwest Gas Corp. 618 16,847 Southwestern Energy Co. (e) 1,377 99,888 UGI Corp. 1,701 40,144 WGL Holdings, Inc. 1,095 34,033 ------------------ 430,999 ------------------ HEALTH CARE EQUIPMENT & SUPPLIES (0.7%) Advanced Medical Optics, Inc. (e) 1,275 45,492 Advanced Neuromodulation Systems, Inc. (e) 325 19,822 American Medical Systems Holdings, Inc. (e) 1,163 19,015 Analogic Corp. 245 11,466 Applera Corp.-Applied BioSystems Group 2,145 52,059 ArthroCare Corp. (e) 377 13,847 Bausch & Lomb, Inc. 1,292 95,853 Baxter International, Inc. 17,978 687,299 Beckman Coulter, Inc. 1,913 94,234 BioLase Technology, Inc. (b) 406 2,712 BioSite, Inc. (e)(b) 283 15,630 CONMED Corp. (e) 480 11,510 </Table> <Table> <Caption> SHARES VALUE HEALTH CARE EQUIPMENT & SUPPLIES (CONTINUED) Cooper Cos., Inc. (The) 724 $ 49,840 Cyberonics, Inc. (e)(b) 400 12,008 Cytyc Corp. (e)(b) 944 23,930 Datascope Corp. 206 6,545 Diagnostic Products Corp. 394 16,587 DJ Orthopedics, Inc. (e) 400 11,632 Edwards Lifesciences Corp. (e) 2,424 100,305 Greatbatch, Inc. (e) 387 10,085 Guidant Corp. 2,644 166,572 Haemonetics Corp. (e) 440 21,318 Hologic, Inc. (e) 362 20,077 Hospira, Inc. (e) 4,794 191,041 ICU Medical, Inc. (e) 247 8,623 IDEXX Laboratories, Inc. (e) 535 37,520 Immucor, Inc. (e) 744 19,284 Integra LifeSciences Holdings Corp. (e) 307 10,592 Intuitive Surgical, Inc. (e) 375 33,274 Invacare Corp. 529 17,875 Kensey Nash Corp. (e)(b) 191 4,380 Laserscope (e) 100 2,701 Mentor Corp. 630 28,350 Merit Medical Systems, Inc. (e) 439 5,233 Osteotech, Inc. (e) 306 1,040 PolyMedica Corp. 405 13,369 Possis Medical, Inc. (e) 325 3,855 Resmed, Inc. (e) 1,144 43,621 Respironics, Inc. (e) 1,174 42,111 STERIS Corp. 1,487 33,918 SurModics, Inc. (e)(b) 261 10,315 Sybron Dental Specialties, Inc. (e) 642 27,542 Theragenics Corp. (e) 535 1,610 Varian Medical Systems, Inc. (e) 10,284 468,539 Viasys Healthcare, Inc. (e) 549 13,116 Vital Signs, Inc. 95 4,463 ------------------ 2,530,210 ------------------ HEALTH CARE PROVIDERS & SERVICES (3.8%) Aetna, Inc. 14,840 1,314,230 Amedisys, Inc. (e)(b) 254 9,705 American Healthways, Inc. (e) 544 22,065 AMERIGROUP Corp. (e) 839 14,028 AmerisourceBergen Corp. 5,348 407,892 AmSurg Corp. (e) 484 11,495 Apria Healthcare Group, Inc. (e) 5,212 120,241 Cardinal Health, Inc. 21,869 1,367,031 Caremark Rx, Inc. (e) 18,919 991,356 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 185 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES (CONTINUED) Centene Corp. (e) 700 $ 14,105 Cerner Corp. (e)(b) 508 42,901 CIGNA Corp. 6,634 768,682 Community Health Systems, Inc. (e) 8,419 312,429 Coventry Health Care, Inc. (e) 7,429 401,092 Cross Country Healthcare, Inc. (e) 443 8,049 Cryolife, Inc. (e)(b) 472 3,077 Dendrite International, Inc. (e) 739 12,969 Gentiva Health Services, Inc. (e) 412 6,052 HCA, Inc. (b) 21,885 1,054,638 Health Net, Inc. (e) 12,300 576,132 Hooper Holmes, Inc. 1,184 3,422 Humana, Inc. (e) 6,892 305,936 LabOne, Inc. (e) 300 13,161 LCA-Vision, Inc. 345 14,493 LifePoint Hospitals, Inc. (e) 2,650 103,615 Lincare Holdings, Inc. (e) 8,666 354,006 Manor Care, Inc. 1,360 50,660 McKesson Corp. 14,526 659,916 Medco Health Solutions, Inc. (e) 7,047 398,156 NDC Health Corp. 591 11,134 Odyssey HealthCare, Inc. (e) 656 11,336 Omnicare, Inc. 3,058 165,438 Owens & Minor, Inc. 668 19,673 PacifiCare Health Systems, Inc. (e) 5,041 415,177 PAREXEL International Corp. (e) 469 10,262 Patterson Cos., Inc. (e) 3,356 138,871 Pediatrix Medical Group, Inc. (e) 384 29,591 Pharmaceutical Product Development, Inc. 867 49,826 RehabCare Group, Inc. (e) 294 6,259 Renal Care Group, Inc. (e) 1,581 74,070 SFBC International, Inc. (e)(b) 282 12,024 Sierra Health Services, Inc. (e) 438 32,850 Sunrise Senior Living, Inc. (e)(b) 598 19,339 Tenet Healthcare Corp. (e) 3,988 33,579 Triad Hospitals, Inc. (e) 6,030 248,014 United Surgical Partners International, Inc. (e) 700 25,095 </Table> <Table> <Caption> SHARES VALUE HEALTH CARE PROVIDERS & SERVICES (CONTINUED) UnitedHealth Group, Inc. 40,755 $ 2,359,307 Universal Health Services, Inc. Class B (b) 7,007 330,310 ------------------ 13,353,689 ------------------ HOTELS, RESTAURANTS & LEISURE (0.8%) Applebees International, Inc. 2,056 45,047 Aztar Corp. (e) 585 17,591 Bally Total Fitness Holding Corp. (e) 621 3,558 Boyd Gaming Corp. 558 23,018 Brinker International, Inc. (e)(b) 10,792 411,391 CBRL Group, Inc. 5,785 200,740 CEC Entertainment, Inc. (e) 576 19,475 Darden Restaurants, Inc. 7,257 235,272 GTECH Holdings Corp. 13,004 414,047 Harrah's Entertainment, Inc. 1,536 92,897 Hilton Hotels Corp. 12,640 245,848 IHOP Corp. 320 15,110 Jack in the Box, Inc. (e) 614 18,236 Landry's Restaurants, Inc. 294 8,085 LoneStar Steakhouse & Saloon, Inc. 328 8,466 Marcus Corp. 362 7,950 Marriott International, Inc. Class A 1,487 88,655 Multimedia Games, Inc. (e)(b) 500 4,960 O'Charley's, Inc. (e) 380 5,210 P.F. Chang's China Bistro, Inc. (e)(b) 434 19,851 Panera Bread Co. Class A (e)(b) 503 29,773 Papa John's International, Inc. (e) 204 10,594 Pinnacle Entertainment, Inc. (e) 603 11,427 RARE Hospitality International, Inc. (e) 564 17,236 Red Robin Gourmet Burgers, Inc. (e)(b) 241 11,623 Ruby Tuesday, Inc. (b) 6,707 146,950 Ryan's Restaurant Group, Inc. (e) 693 7,387 Shuffle Master, Inc. (e)(b) 586 14,861 Sonic Corp. (e) 988 28,593 Steak N Shake Co. (The) (e) 494 9,099 Triarc Cos., Inc. Class B 923 13,725 Wendy's International, Inc. 2,908 135,862 WMS Industries, Inc. (e)(b) 383 9,625 Yum! Brands, Inc. 7,323 372,521 ------------------ 2,704,683 ------------------ </Table> 186 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- HOUSEHOLD DURABLES (0.5%) American Greetings Corp. Class A (b) 8,380 $ 211,595 Applica, Inc. (e) 423 706 Bassett Furniture Industries, Inc. 207 3,875 Black & Decker Corp. (The) 628 51,578 Champion Enterprises, Inc. (e) 1,188 16,489 D.R. Horton, Inc. 738 22,649 Department 56, Inc. (e) 234 2,551 Ethan Allen Interiors, Inc. 573 19,379 Fedders Corp. 530 1,219 Fleetwood Enterprises, Inc. (e) 950 10,498 Fortune Brands, Inc. 605 45,962 Furniture Brands International, Inc. (b) 3,829 69,496 Interface, Inc. Class A (e) 937 7,234 La-Z-Boy, Inc. (b) 910 10,774 Lennar Corp. Class A 2,454 136,393 Libbey, Inc. 248 2,790 M.D.C. Holdings, Inc. 544 37,318 M/I Homes, Inc. 209 9,384 Maytag Corp. 3,724 64,127 Meritage Homes Corp. (e) 390 24,285 National Presto Industries, Inc. 95 4,164 Newell Rubbermaid, Inc. 14,026 322,458 NVR, Inc. (e)(b) 92 63,066 Russ Berrie & Co., Inc. 284 3,831 Ryland Group, Inc. 1,780 119,794 Skyline Corp. 153 6,082 Standard Pacific Corp. 1,112 42,901 Toll Brothers, Inc. (e)(b) 6,312 232,976 Toro Co. (The) 707 25,813 Tupperware Corp. 3,672 84,199 Whirlpool Corp. (b) 565 44,353 ------------------ 1,697,939 ------------------ HOUSEHOLD PRODUCTS (1.3%) Church & Dwight Co., Inc. 1,496 52,435 Clorox Co. (The) 6,515 352,592 Colgate-Palmolive Co. 446 23,620 Energizer Holdings, Inc. (e) 6,294 317,784 Kimberly-Clark Corp. 23,563 1,339,321 Procter & Gamble Co. (The) 45,634 2,555,048 Spectrum Brands, Inc. (e) 623 12,896 WD-40 Co. 304 8,369 ------------------ 4,662,065 ------------------ </Table> <Table> <Caption> SHARES VALUE INDUSTRIAL CONGLOMERATES (1.5%) ALLETE, Inc. 497 $ 21,873 V General Electric Co. (i) 151,145 5,125,327 Standex International Corp. 219 5,917 Teleflex, Inc. 1,767 116,958 Textron, Inc. 2,252 162,234 Tredegar Corp. 467 5,880 ------------------ 5,438,189 ------------------ INSURANCE (4.6%) ACE Ltd. 14,590 760,139 AFLAC, Inc. 25,510 1,218,868 Allmerica Financial Corp. (e) 2,110 80,391 American Financial Group, Inc. 2,587 88,424 American International Group, Inc. 31,906 2,067,509 AmerUs Group Co. 4,805 284,072 Aon Corp. 16,213 548,810 Arthur J. Gallagher & Co. (b) 2,059 60,576 Brown & Brown, Inc. (b) 1,440 78,235 Chubb Corp. (The) 8,258 767,746 Delphi Financial Group, Inc. Class A 476 22,296 Everest Re Group Ltd. 5,434 540,411 Fidelity National Financial, Inc. 6,880 257,725 Fidelity National Title Group, Inc. Class A (e) 946 20,576 First American Corp. (b) 3,814 167,129 Hartford Financial Services Group, Inc. (The) (b) 3,758 299,701 HCC Insurance Holdings, Inc. 11,016 330,480 Hilb, Rogal & Hobbs Co. 565 21,159 Horace Mann Educators Corp. 2,988 57,997 Infinity Property & Casualty Corp. 352 13,101 LandAmerica Financial Group, Inc. 302 19,074 Loews Corp. 2,334 217,015 MBIA, Inc. (b) 2,280 132,787 MetLife, Inc. 36,898 1,823,130 Old Republic International Corp. 5,009 129,783 Philadelphia Consolidated Holding Corp. (e) 309 29,744 Presidential Life Corp. 430 8,136 ProAssurance Corp. (e) 500 23,400 Progressive Corp. (The) 10,126 1,172,692 Protective Life Corp. 8,563 375,402 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 187 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- INSURANCE (CONTINUED) Prudential Financial, Inc. 21,913 $ 1,595,047 RLI Corp. 334 17,953 SAFECO Corp. 3,804 211,883 SCPIE Holdings, Inc. (e) 237 3,579 Selective Insurance Group, Inc. (b) 463 25,423 St. Paul Travelers Cos., Inc. (The) 34,366 1,547,501 Stewart Information Services Corp. 301 15,330 Torchmark Corp. 877 46,332 UICI 586 21,166 United Fire & Casualty Co. (b) 100 4,502 UnumProvident Corp. (b) 14,984 304,025 W.R. Berkley Corp. 9,716 424,589 XL Capital Ltd. Class A 7,151 458,093 Zenith National Insurance Corp. 547 24,626 ------------------ 16,316,557 ------------------ INTERNET & CATALOG RETAIL (0.0%)++ Insight Enterprises, Inc. (e) 844 17,319 J. Jill Group, Inc. (The) (e) 350 4,445 ------------------ 21,764 ------------------ INTERNET SOFTWARE & SERVICES (0.0%)++ Digital Insight Corp. (e) 600 17,898 Internet Security Systems, Inc. (e) 656 16,157 j2 Global Communications, Inc. (e)(b) 378 16,711 MIVA, Inc. (e) 500 2,785 WebEx Communications, Inc. (e)(b) 647 14,823 Websense, Inc. (e) 375 22,155 Zix Corp. (e)(b) 497 914 ------------------ 91,443 ------------------ IT SERVICES (0.8%) Acxiom Corp. 10,335 220,549 BISYS Group, Inc. (The) (e) 5,570 70,628 CACI International, Inc. (e) 491 26,779 Carreker Corp. (e) 421 2,311 Ceridian Corp. (e) 5,054 110,733 CIBER, Inc. (e) 1,015 6,476 Cognizant Technology Solutions Corp. Class A (e) 4,332 190,521 Computer Sciences Corp. (e) 9,465 485,081 CSG Systems International, Inc. (e) 5,723 134,548 </Table> <Table> <Caption> SHARES VALUE IT SERVICES (CONTINUED) DST Systems, Inc. (e) 3,496 $ 196,196 eFunds Corp. (e) 767 15,823 First Data Corp. (b) 29,101 1,177,135 Fiserv, Inc. (e) 1,636 71,460 Gevity HR, Inc. 100 2,574 Global Payments, Inc. 1,104 47,306 Intrado, Inc. (e) 270 5,222 iPayment Holdings, Inc. (e) 200 7,192 Keane, Inc. (e) 1,223 13,820 Mantech International Corp. Class A (e) 298 8,255 MAXIMUS, Inc. 320 11,600 Pegasus Solutions, Inc. (e) 370 3,138 Sabre Holdings Corp. Class A 4,423 86,381 StarTek, Inc. 260 3,307 Unisys Corp. (e) 2,360 12,060 ------------------ 2,909,095 ------------------ LEISURE EQUIPMENT & PRODUCTS (0.2%) Action Performance Cos., Inc. 327 4,009 Arctic Cat, Inc. 267 5,001 Brunswick Corp. 809 30,847 Eastman Kodak Co. (b) 4,893 107,157 Harley-Davidson, Inc. (b) 5,051 250,176 Hasbro, Inc. 2,927 55,145 JAKKS Pacific, Inc. (e) 449 8,253 K2, Inc. (e) 776 7,783 MarineMax, Inc. (e) 100 2,470 Meade Instruments Corp. (e) 477 1,259 Nautilus Group, Inc. 519 9,409 Polaris Industries, Inc. (b) 698 31,473 SCP Pool Corp. 861 30,970 Sturm, Ruger & Co., Inc. 492 3,606 ------------------ 547,558 ------------------ MACHINERY (0.5%) A.S.V., Inc. (e)(b) 297 6,932 Albany International Corp. Class A 510 19,701 Astec Industries, Inc. (e) 290 8,224 Barnes Group, Inc. 290 10,150 Briggs & Stratton Corp. 852 27,247 Ceradyne, Inc. (e)(b) 382 14,974 CLARCOR, Inc. 864 23,760 Cummins, Inc. (b) 758 64,710 Deere & Co. (b) 2,097 127,246 Dionex Corp. (e) 354 17,144 Eaton Corp. 1,255 73,832 EnPro Industries, Inc. (e) 343 9,570 Federal Signal Corp. 1,134 18,393 </Table> 188 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- MACHINERY (CONTINUED) Gardner Denver, Inc. (e) 412 $ 20,023 Harsco Corp. 3,001 192,814 IDEX Corp. 838 33,537 Illinois Tool Works, Inc. (b) 2,475 209,781 Ingersoll-Rand Co. Class A 3,615 136,611 JLG Industries, Inc. 856 32,836 Joy Global, Inc. 1,392 63,851 Kaydon Corp. 470 13,889 Kennametal, Inc. 886 45,283 Lindsay Manufacturing Co. 205 4,213 Lydall, Inc. (e) 290 2,598 Manitowoc Co. 497 26,445 Milacron, Inc. (e) 814 1,042 Mueller Industries, Inc. 575 15,836 Navistar International Corp. (e) 538 14,806 Nordson Corp. 1,123 41,742 Oshkosh Truck Corp. 1,220 53,143 Parker-Hannifin Corp. 2,020 126,614 Reliance Steel & Aluminum Co. 465 26,514 Robbins & Myers, Inc. 263 5,678 SPX Corp. (b) 3,964 170,531 Stewart & Stevenson Services, Inc. 522 12,455 Valmont Industries, Inc. 275 8,957 Wabash National Corp. 488 8,984 Watts Water Technologies, Inc. Class A 426 11,826 Wolverine Tube, Inc. (e) 296 1,888 ------------------ 1,703,780 ------------------ MARINE (0.1%) Alexander & Baldwin, Inc. 3,604 176,380 Kirby Corp. (e) 409 21,133 ------------------ 197,513 ------------------ MEDIA (1.0%) 4Kids Entertainment, Inc. (e) 236 4,026 Advo, Inc. 511 12,622 Catalina Marketing Corp. 2,796 72,864 Clear Channel Communications, Inc. 9,333 283,910 Comcast Corp. Class A (e)(b) 1,199 33,368 Emmis Communications Corp. Class A (e)(b) 3,196 62,546 Gannett Co., Inc. 8,010 501,907 Knight-Ridder, Inc. (b) 577 30,800 Media General, Inc. Class A 944 49,796 </Table> <Table> <Caption> SHARES VALUE MEDIA (CONTINUED) Readers Digest Association, Inc. (The) 7,908 $ 121,151 Thomas Nelson, Inc. 257 5,502 Time Warner, Inc. 14,721 262,475 Viacom, Inc. Class B 62,215 1,926,799 Walt Disney Co. (The) 5,196 126,627 ------------------ 3,494,393 ------------------ METALS & MINING (0.4%) A.M. Castle & Co. (e) 266 5,301 Alaska Air Group, Inc. (e) 2,991 94,306 Aleris International, Inc. (e) 480 12,461 Brush Engineered Materials, Inc. (e) 296 4,464 Carpenter Technology Corp. 366 22,070 Century Aluminum Co. (e) 383 6,963 Chaparral Steel Co. (e) 356 8,893 Cleveland-Cliffs, Inc. (b) 364 29,681 Commercial Metals Co. 993 31,567 Freeport-McMoRan Copper & Gold, Inc. Class B 9,119 450,661 Massey Energy Co. 1,259 50,448 Nucor Corp. 1,356 81,157 Phelps Dodge Corp. 4,939 595,001 Quanex Corp. (b) 396 22,932 RTI International Metals, Inc. (e) 372 12,469 Ryerson Tull, Inc. (b) 444 8,964 Steel Dynamics, Inc. (b) 1,330 41,190 Steel Technologies, Inc. 175 4,587 United States Steel Corp. 2,871 104,878 ------------------ 1,587,993 ------------------ MULTILINE RETAIL (1.0%) Dillard's, Inc. Class A 2,355 48,772 Dollar Tree Stores, Inc. (e) 11,581 249,686 Federated Department Stores, Inc. 11,184 686,362 Fred's, Inc. 656 9,774 J.C. Penney Co., Inc. 8,960 458,752 Nordstrom, Inc. 12,175 421,864 Saks, Inc. (e) 9,186 166,726 Sears Holdings Corp. (e)(b) 2,868 344,877 Shopko Stores, Inc. (e) 532 15,252 Target Corp. 23,882 1,329,989 ------------------ 3,732,054 ------------------ MULTI-UTILITIES (0.1%) Centerpoint Energy, Inc. (b) 7,585 100,425 NiSource, Inc. 3,902 92,282 PNM Resources, Inc. 3,298 83,604 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 189 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- MULTI-UTILITIES (CONTINUED) TECO Energy, Inc. 3,368 $ 58,266 Vectren Corp. 1,981 53,784 ------------------ 388,361 ------------------ MULTI-UTILITIES & UNREGULATED POWER (1.0%) AES Corp. (The) (e) 24,875 395,264 Avista Corp. 815 14,279 Constellation Energy Group, Inc. 1,503 82,364 El Paso Corp. 3,006 35,651 Energen Corp. 1,202 45,195 Energy East Corp. 5,901 140,739 Equitable Resources, Inc. (b) 8,232 318,167 MDU Resources Group, Inc. 11,477 378,397 National Fuel Gas Co. 4,026 121,344 Omnicom Group, Inc. (b) 3,110 258,006 ONEOK, Inc. 2,271 65,269 PG&E Corp. 18,845 685,581 Questar Corp. 6,445 507,544 Sierra Pacific Resources (e) 16,639 215,475 Westar Energy, Inc. 1,847 40,819 Williams Cos., Inc. (The) 19,164 427,357 ------------------ 3,731,451 ------------------ OFFICE ELECTRONICS (0.1%) Gerber Scientific, Inc. (e) 396 3,132 Xerox Corp. (e) 16,184 219,617 ------------------ 222,749 ------------------ OIL & GAS (5.9%) Amerada Hess Corp. 3,534 442,103 Anadarko Petroleum Corp. 8,058 730,941 Burlington Resources, Inc. 18,959 1,369,219 Cabot Oil & Gas Corp. 802 36,724 Chevron Corp. 16,977 968,877 Cimarex Energy Co. (e) 1,378 54,100 ConocoPhillips 42,511 2,779,369 Devon Energy Corp. 23,134 1,396,831 EOG Resources, Inc. (b) 1,884 127,698 V ExxonMobil Corp. (i) 92,474 5,191,490 Forest Oil Corp. (e) 4,565 199,399 Frontier Oil Corp. 899 33,155 Kerr-McGee Corp. 5,122 435,575 Marathon Oil Corp. 18,340 1,103,334 Newfield Exploration Co. (e) 12,009 544,368 Noble Energy, Inc. 8,000 320,400 Occidental Petroleum Corp. 20,146 1,589,116 Overseas Shipholding Group, Inc. 1,850 88,060 Peabody Energy Corp. 2,997 234,246 </Table> <Table> <Caption> SHARES VALUE OIL & GAS (CONTINUED) Penn Virginia Corp. 311 $ 16,906 Petroleum Development Corp. (e) 274 9,201 Pioneer Natural Resources Co. 9,364 468,668 Plains Exploration & Production Co. (e) 6,271 244,569 Pogo Producing Co. (b) 5,906 298,253 Remington Oil & Gas Corp. (e) 421 14,735 Spinnaker Exploration Co. (e) 442 27,218 St. Mary Land & Exploration Co. 939 31,935 Stone Energy Corp. (e) 443 20,334 Sunoco, Inc. 7,011 522,320 Swift Energy Co. (e) 501 21,874 Valero Energy Corp. 13,461 1,416,636 Vintage Petroleum, Inc. 922 47,843 Western Gas Resources, Inc. 1,496 64,777 World Fuel Services Corp. 375 11,963 XTO Energy, Inc. 42 1,825 ------------------ 20,864,062 ------------------ PAPER & FOREST PRODUCTS (0.2%) Buckeye Technologies, Inc. (e) 676 5,070 Deltic Timber Corp. 217 9,982 Georgia-Pacific Corp. 11,005 357,993 Louisiana-Pacific Corp. 1,867 46,544 MeadWestvaco Corp. 6,452 169,171 Neenah Paper, Inc. 242 7,030 Pope & Talbot, Inc. 280 2,447 Potlatch Corp. 3,286 146,983 Schweitzer-Mauduit International, Inc. 270 6,539 Wausau Paper Corp. 866 9,483 Weyerhaeuser Co. 1,101 69,737 ------------------ 830,979 ------------------ PERSONAL PRODUCTS (0.0%)++ Nature's Sunshine Products, Inc. 238 4,605 NBTY, Inc. (e) 1,003 20,070 USANA Health Sciences, Inc. (e) 171 7,527 ------------------ 32,202 ------------------ PHARMACEUTICALS (2.5%) Abbott Laboratories 564 24,280 Allergan, Inc. 1,695 151,364 Alpharma, Inc. Class A 698 17,373 Barr Pharmaceuticals, Inc. (e) 2,506 143,970 Bradley Pharmaceuticals, Inc. (e)(b) 276 3,323 </Table> 190 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- PHARMACEUTICALS (CONTINUED) Connetics Corp. (e) 572 $ 7,459 Eli Lilly & Co. (b) 6,422 319,751 Forest Laboratories, Inc. (e) 14,462 548,254 IVAX Corp. (e)(b) 3,982 113,686 Johnson & Johnson 30,780 1,927,444 King Pharmaceuticals, Inc. (e) 6,173 95,249 Medicis Pharmaceutical Corp. Class A (b) 873 25,754 Merck & Co., Inc. 63,946 1,804,556 MGI Pharma, Inc. (e) 1,203 22,568 Mylan Laboratories, Inc. 695 13,351 Noven Pharmaceuticals, Inc. (e) 386 5,439 V Pfizer, Inc. (i) 167,871 3,649,516 Watson Pharmaceuticals, Inc. (e) 2,720 94,003 ------------------ 8,967,340 ------------------ ROAD & RAIL (0.5%) Arkansas Best Corp. 415 16,085 Burlington Northern Santa Fe Corp. 6,350 394,081 CSX Corp. 7,244 331,848 Heartland Express, Inc. 756 14,931 JB Hunt Transport Services, Inc. 3,190 61,918 Kansas City Southern (e)(b) 1,344 29,783 Knight Transportation, Inc. 639 17,387 Landstar System, Inc. 979 37,711 Norfolk Southern Corp. 13,720 551,544 Old Dominion Freight Line, Inc. (e) 310 10,971 Swift Transportation Co., Inc. (e) 3,832 69,934 Union Pacific Corp. 2,214 153,165 Yellow Roadway Corp. (e) 1,769 80,401 ------------------ 1,769,759 ------------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (2.3%) Actel Corp. (e) 456 6,361 Advanced Energy Industries, Inc. (e) 590 6,343 Advanced Micro Devices, Inc. (e) 7,824 181,673 Atmel Corp. (e) 11,018 27,104 ATMI, Inc. (e) 609 16,632 Axcelis Technologies, Inc. (e) 1,660 7,221 Brooks Automation, Inc. (e)(b) 1,287 15,076 Cohu, Inc. 388 8,986 Cymer, Inc. (e)(b) 605 21,084 DSP Group, Inc. (e) 450 11,061 ESS Technology, Inc. (e) 707 2,043 </Table> <Table> <Caption> SHARES VALUE SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (CONTINUED) Exar Corp. (e) 587 $ 7,390 Fairchild Semiconductor International, Inc. (e) 9,260 142,604 FEI Co. (e) 418 7,900 Freescale Semiconductor, Inc. Class B (e) 20,544 490,591 Integrated Device Technology, Inc. (e) 2,485 24,552 V Intel Corp. 147,609 3,468,812 Kopin Corp. (e) 1,270 7,176 Kulicke & Soffa Industries, Inc. (e) 914 5,731 Lam Research Corp. (e) 11,858 400,089 Lattice Semiconductor Corp. (e) 1,979 8,668 LSI Logic Corp. (e) 13,206 107,101 MEMC Electronic Materials, Inc. (e) 5,358 96,123 Micron Technology, Inc. (e) 31,209 405,405 Microsemi Corp. (e) 1,052 24,375 National Semiconductor Corp. 17,761 401,931 NVIDIA Corp. (e)(b) 4,099 137,521 Pericom Semiconductor Corp. (e) 469 3,724 Photronics, Inc. (e) 693 12,474 Power Integrations, Inc. (e) 541 11,421 RF Micro Devices, Inc. (e) 4,229 22,160 Rudolph Technologies, Inc. (e) 299 3,642 Skyworks Solutions, Inc. (e) 2,531 13,566 Standard Microsystems Corp. (e) 307 8,679 Supertex, Inc. (e) 227 8,317 Texas Instruments, Inc. 66,011 1,884,614 Ultratech, Inc. (e) 418 5,760 Varian Semiconductor Equipment Associates, Inc. (e) 624 23,600 Veeco Instruments, Inc. (e) 535 8,501 ------------------ 8,046,011 ------------------ SOFTWARE (2.1%) Activision, Inc. (e) 15,839 249,775 Advent Software, Inc. (e) 414 12,718 Altiris, Inc. (e) 430 7,267 ANSYS, Inc. (e) 502 18,705 Autodesk, Inc. 10,672 481,627 BMC Software, Inc. (e)(b) 11,152 218,468 Cadence Design Systems, Inc. (e)(b) 19,651 314,023 Captaris, Inc. (e) 546 1,966 Catapult Communications Corp. (e) 230 4,207 Citrix Systems, Inc. (e) 2,834 78,133 Compuware Corp. (e) 12,815 103,673 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 191 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- SOFTWARE (CONTINUED) EPIQ Systems, Inc. (e) 214 $ 4,077 FactSet Research Systems, Inc. 562 19,709 Fair Isaac Corp. 2,824 117,930 FileNet Corp. (e) 667 18,776 Hyperion Solutions Corp. (e)(b) 651 31,482 Intuit, Inc. (e) 6,210 285,225 JDA Software Group, Inc. (e) 522 8,441 Kronos, Inc. (e)(b) 516 23,664 Macromedia, Inc. (e) 3,319 145,770 Manhattan Associates, Inc. (e) 501 11,127 MapInfo Corp. (e) 275 3,380 McAfee, Inc. (e) 14,074 422,642 Mercury Interactive Corp. (e) 714 24,840 MICROS Systems, Inc. (e) 634 29,113 V Microsoft Corp. (i) 148,071 3,805,425 MRO Software, Inc. (e) 448 7,338 Napster, Inc. (e) 563 2,038 Novell, Inc. (e) 9,731 74,150 Parametric Technology Corp. (e) 4,285 27,895 Phoenix Technologies Ltd. (e) 434 2,578 Progress Software Corp. (e) 632 19,680 Radiant Systems, Inc. (e) 495 5,623 Reynolds & Reynolds Co. (The) Class A 440 11,678 Secure Computing Corp. (e) 100 1,198 SERENA Software, Inc. (e) 483 10,573 Siebel Systems, Inc. 1,423 14,728 Sonic Solutions, Inc. (e) 394 7,541 SPSS, Inc. (e) 316 7,205 SS&C Technologies, Inc. 288 10,322 Sybase, Inc. (e) 9,527 211,976 Synopsys, Inc. (e) 17,823 337,746 Take-Two Interactive Software, Inc. (e)(b) 1,143 23,603 TALX Corp. 370 14,626 THQ, Inc. (e) 979 22,693 Transaction Systems Architects, Inc. Class A (e) 765 20,663 Verity, Inc. (e) 683 6,796 ------------------ 7,282,813 ------------------ SPECIALTY RETAIL (2.1%) Aaron Rents, Inc. 746 14,696 Abercrombie & Fitch Co. Class A 7,352 382,230 Advance Auto Parts, Inc. (e) 7,766 291,225 Aeropostale, Inc. (e) 3,146 61,473 </Table> <Table> <Caption> SHARES VALUE SPECIALTY RETAIL (CONTINUED) American Eagle Outfitters, Inc. 5,147 $ 121,212 AnnTaylor Stores Corp. (e) 2,295 55,700 AutoNation, Inc. (e) 1,533 30,476 AutoZone, Inc. (e) 2,622 212,120 Barnes & Noble, Inc. 7,466 269,971 Best Buy Co., Inc. 2,240 99,142 Borders Group, Inc. 8,228 161,516 Building Material Holding Corp. 238 20,232 Burlington Coat Factory Warehouse Corp. 278 10,720 Cato Corp. (The) Class A 556 11,109 Chico's FAS, Inc. (e) 7,193 284,411 Children's Place Retail Stores, Inc. (The) (e) 350 15,026 Christopher & Banks Corp. 607 8,116 Circuit City Stores, Inc. 3,014 53,619 Claire's Stores, Inc. 846 22,038 Cost Plus, Inc. (e) 391 6,006 Dress Barn, Inc. (e) 437 11,611 Finish Line, Inc. (The) Class A 774 12,105 GameStop Corp. Class A (e)(b) 351 12,453 Gap, Inc. (The) 9,972 172,316 Genesco, Inc. (e) 397 14,610 Goody's Family Clothing, Inc. 442 4,199 Group 1 Automotive, Inc. (e) 413 11,415 Guitar Center, Inc. (e) 415 21,626 Gymboree Corp. (The) (e) 538 9,523 Hancock Fabrics, Inc. (b) 337 2,191 Haverty Furniture Cos., Inc. 401 4,908 Hibbett Sporting Goods, Inc. (e) 615 16,131 Home Depot, Inc. (The) 30,380 1,246,795 Hot Topic, Inc. (e)(b) 803 11,957 Jo-Ann Stores, Inc. (e) 387 5,654 Jos. A. Bank Clothiers, Inc. (e)(b) 100 4,081 Limited Brands, Inc. 9,274 185,573 Linens 'n Things, Inc. (e) 751 18,880 Men's Wearhouse, Inc. (The) (e) 843 20,822 Michaels Stores, Inc. 9,111 301,392 Movie Gallery, Inc. 499 3,473 Office Depot, Inc. (e) 13,362 367,856 OfficeMax, Inc. 1,222 34,240 O'Reilly Automotive, Inc. (e) 5,063 142,777 Pacific Sunwear of California, Inc. (e)(b) 7,299 182,621 Payless ShoeSource, Inc. (e) 8,358 153,536 </Table> 192 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------------- SPECIALTY RETAIL (CONTINUED) PEP Boys-Manny, Moe & Jack 919 $ 12,682 PETsMART, Inc. 3,727 87,585 RadioShack Corp. 2,277 50,322 Rent-A-Center, Inc. (e) 6,579 118,554 Ross Stores, Inc. 3,028 81,877 Select Comfort Corp. (e) 600 13,140 Sonic Automotive, Inc. 497 10,989 Stage Stores, Inc. 450 12,474 Staples, Inc. 11,551 262,554 Stein Mart, Inc. 449 8,239 TBC Corp. (e) 397 13,732 TJX Cos., Inc. (The) 7,982 171,852 Too, Inc. (e) 543 15,427 Tractor Supply Co. (e) 558 27,063 Urban Outfitters, Inc. (e)(b) 2,866 81,194 Wal-Mart Stores, Inc. (i) 25,193 1,191,881 Zale Corp. (e) 815 22,844 ------------------ 7,286,192 ------------------ TEXTILES, APPAREL & LUXURY GOODS (0.2%) Ashworth, Inc. (e) 312 2,193 Brown Shoe Co., Inc. 326 10,585 Coach, Inc. (e) 9,540 306,997 Fossil, Inc. (e) 822 12,873 Haggar Corp. 92 2,622 Jones Apparel Group, Inc. 1,932 52,705 Kellwood Co. 448 9,816 K-Swiss, Inc. Class A 434 13,215 Oxford Industries, Inc. 270 13,298 Phillips-Van Heusen Corp. 619 17,611 Polo Ralph Lauren Corp. 514 25,289 Quiksilver, Inc. (e) 1,900 21,907 Reebok International Ltd. 437 24,931 Russell Corp. 593 8,023 Stride Rite Corp. 591 7,695 Timberland Co. Class A (e) 474 13,343 Wolverine World Wide, Inc. 901 18,876 ------------------ 561,979 ------------------ THRIFTS & MORTGAGE FINANCE (1.0%) Anchor Bancorp Wisconsin, Inc. 315 9,973 BankAtlantic Bancorp, Inc. Class A 753 10,459 BankUnited Financial Corp. Class A 499 11,836 Brookline Bancorp, Inc. 984 13,825 Commercial Federal Corp. 661 22,606 Countrywide Financial Corp. 14,906 473,564 </Table> <Table> <Caption> SHARES VALUE THRIFTS & MORTGAGE FINANCE (CONTINUED) Dime Community Bancshares 468 $ 6,739 Downey Financial Corp. 351 21,393 Fannie Mae 18,030 856,786 FirstFed Financial Corp. (e) 273 14,603 Flagstar Bancorp, Inc. 585 7,851 Freddie Mac 2,751 168,774 Fremont General Corp. 1,098 23,816 Independence Community Bank Corp. (b) 7,653 302,676 IndyMac Bancorp, Inc. 527 19,673 MAF Bancorp, Inc. 503 20,895 PMI Group, Inc. (The) 781 31,146 Radian Group, Inc. 4,555 237,316 Sterling Financial Corp. 565 14,148 Washington Mutual, Inc. 29,522 1,169,071 ------------------ 3,437,150 ------------------ TOBACCO (0.7%) Alliance One International, Inc. 1,433 3,568 Altria Group, Inc. 28,829 2,163,616 UST, Inc. 4,207 174,128 ------------------ 2,341,312 ------------------ TRADING COMPANIES & DISTRIBUTORS (0.0%)++ Applied Industrial Technologies, Inc. 457 15,058 Hughes Supply, Inc. 1,090 36,461 Lawson Products 120 4,098 Watsco, Inc. 429 24,380 ------------------ 79,997 ------------------ WATER UTILITIES (0.0%)++ American States Water Co. 278 8,713 ------------------ WIRELESS TELECOMMUNICATION SERVICES (0.4%) Sprint Nextel Corp. 55,531 1,294,428 Telephone & Data Systems, Inc. 3,252 122,991 ------------------ 1,417,419 ------------------ Total Common Stocks (Cost $172,666,112) 215,043,354(m) ------------------ REAL ESTATE INVESTMENT TRUSTS (1.2%) - -------------------------------------------------------------------------------------- Acadia Realty Trust 859 16,321 Affordable Residential Communities (b) 513 5,125 Alexandria Real Estate Equities, Inc. 256 20,698 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 193 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE REAL ESTATE INVESTMENT TRUSTS (CONTINUED) - -------------------------------------------------------------------------------------- AMB Property Corp. 1,090 $ 48,156 American Financial Realty Trust 1,446 17,800 American First Apartment Investors, Inc. 129 1,752 American Land Lease, Inc. 111 2,641 Amli Residential Properties Trust 332 12,566 Apartment Investment & Management Co. Class A 2,810 107,904 Arch Coal, Inc. (b) 4,785 368,780 Archstone-Smith Trust 2,636 106,943 Arden Realty, Inc. 864 39,001 Ashford Hospitality Trust, Inc. 326 3,423 Associated Estates Realty Corp. 305 2,782 Avalonbay Communities, Inc. (b) 967 83,404 Bedford Property Investors Inc. 216 4,849 Boston Properties, Inc. 1,392 96,354 Boykin Lodging Co. (e) 273 3,011 Brandywine Realty Trust 702 19,235 BRE Properties, Inc. Class A 661 29,157 Camden Property Trust 709 39,952 Capital Automotive 1,248 48,198 CarrAmerica Realty Corp. 717 23,611 CBL & Associates Properties, Inc. (b) 810 30,254 Cedar Shopping Centers, Inc. 257 3,603 Centerpoint Properties Trust (b) 616 28,065 Colonial Properties Trust 1,290 56,386 Commercial Net Lease Realty, Inc. 1,519 29,438 Corporate Office Properties Trust 460 15,990 Correctional Properties Trust 173 4,861 Cousins Properties, Inc. 646 19,083 Crescent Real Estate Equities Co. 1,311 26,154 Developers Diversified Realty Corp. 1,398 61,065 Duke Realty Corp. 1,909 65,097 EastGroup Properties, Inc. 652 28,492 Entertainment Properties Trust 745 29,875 Equity Inns, Inc. 638 8,320 Equity Lifestyle Properties, Inc. 302 12,784 </Table> <Table> <Caption> SHARES VALUE Equity Office Properties Trust 5,384 $ 165,827 Equity One, Inc. 732 17,165 Equity Residential (b) 3,764 147,737 Essex Property Trust, Inc. 680 61,118 Federal Realty Investment Trust 680 41,242 FelCor Lodging Trust, Inc. (e) 784 11,697 First Industrial Realty Trust, Inc. 541 21,981 First Potomac Realty Trust 187 4,739 General Growth Properties, Inc. 3,044 129,309 Getty Realty Corp. 326 8,884 Glenborough Realty Trust, Inc. 1,043 19,953 Glimcher Realty Trust 468 10,750 Government Properties Trust, Inc. 265 2,406 Health Care Property Investors, Inc. 1,788 45,505 Health Care, Inc. (b) 677 23,857 Healthcare Realty Trust, Inc. 618 23,385 Heritage Property Investment Trust 469 15,289 Hersha Hospitality Trust 200 1,960 Highland Hospitality Corp. 527 5,539 Highwoods Properties, Inc. 1,057 29,818 Home Properties, Inc. 440 17,094 Hospitality Properties Trust 861 34,182 Host Marriott Corp. (b) 4,469 75,035 HRPT Properties Trust 2,669 29,119 Innkeepers USA Trust 492 7,675 Investors Real Estate Trust 562 5,243 Kilroy Realty Corp. 848 47,615 Kimco Realty Corp. 2,560 75,827 LaSalle Hotel Properties 386 13,661 Lexington Corporate Properties Trust 1,463 31,864 Liberty Property Trust 1,117 46,568 Macerich Co. (The) 1,882 120,956 Mack-Cali Realty Corp. 799 34,077 Maguire Properties, Inc. 562 16,860 Mid-America Apartment Communities, Inc. 282 13,155 Mills Corp. (The) 708 37,878 Mission West Properties Inc. 282 2,882 Monmouth Real Estate Investment Corp. Class A 229 1,878 National Health Realty, Inc. 127 2,427 </Table> 194 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE REAL ESTATE INVESTMENT TRUSTS (CONTINUED) - -------------------------------------------------------------------------------------- Nationwide Health Properties, Inc. 852 $ 19,758 New Century Financial Corp. (b) 946 29,203 New Plan Excel Realty Trust 1,321 30,370 OMEGA Healthcare Investors, Inc. 650 7,989 One Liberty Properties, Inc. 139 2,606 Pan Pacific Retail Properties, Inc. 489 31,052 Parkway Properties, Inc. 399 18,757 Pennsylvania Real Estate Investment Trust 472 18,172 Post Properties, Inc. 525 21,420 Prentiss Properties Trust 587 23,163 ProLogis 3,264 140,352 PS Business Parks, Inc. 288 13,404 Public Storage, Inc. (b) 3,050 201,910 Ramco-Gershenson Properties Trust 228 6,325 Rayonier, Inc. 1,144 43,735 Realty Income Corp. 1,044 23,250 Reckson Associates Realty Corp. 1,038 36,434 Regency Centers Corp. 898 49,992 Saul Centers, Inc. 212 7,420 Senior Housing Properties Trust 837 14,823 Shurgard Storage Centers, Inc. Class A 1,371 77,366 Simon Property Group, Inc. (b) 2,856 204,547 Sizeler Property Investors, Inc. 207 2,405 SL Green Realty Corp. 546 37,144 Sovran Self Storage, Inc. 457 21,264 Sun Communities, Inc. 252 7,681 Tanger Factory Outlet Centers, Inc. 334 8,981 Taubman Centers, Inc. 656 21,628 Town & Country Trust (b) 258 7,637 Trizec Properties, Inc. 1,625 36,156 Trustreet Properties, Inc. 312 4,689 United Dominion Realty Trust, Inc. (b) 1,785 39,502 United Mobile Homes, Inc. 127 1,943 Universal Health Realty Income Trust 150 4,883 Urstadt Biddle Properties, Inc. Class A 292 4,841 Ventas, Inc. 1,107 33,907 Vornado Realty Trust 1,535 124,335 </Table> <Table> <Caption> SHARES VALUE Washington Real Estate Investment Trust 551 $ 16,447 Weingarten Realty Investors 1,129 40,147 Windrose Medical Properties Trust 131 1,985 Winston Hotels, Inc. 410 4,227 ------------------ Total Real Estate Investment Trusts (Cost $2,845,793) 4,365,137(m) ------------------ <Caption> PRINCIPAL AMOUNT SHORT-TERM INVESTMENTS (18.2%) - -------------------------------------------------------------------------------------- CERTIFICATE OF DEPOSIT (0.4%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (g)(h) $ 1,548,833 1,548,833 ------------------ Total Certificate of Deposit (Cost $1,548,833) 1,548,833 ------------------ COMMERCIAL PAPER (8.4%) American Honda Finance Corp. 3.74%, due 11/2/05 (i) 6,600,000 6,599,314 3.88%, due 11/16/05 (i) 1,000,000 998,383 Countrywide Financial Corp. 4.06%, due 11/1/05 (i) 740,000 740,000 Dealers Capital Access 3.83%, due 11/4/05 (i) 2,700,000 2,699,138 Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (g) 516,277 516,277 Golden Peanut Co. LLC 3.80%, due 11/10/05 (i) 1,200,000 1,198,861 4.02%, due 12/20/05 (i) 4,700,000 4,674,283 Intesa Funding LLC 3.78%, due 11/3/05 (i) 10,400,000 10,397,816 3.98%, due 11/23/05 (i) 2,000,000 1,995,136 ------------------ Total Commercial Paper (Cost $29,819,208) 29,819,208 ------------------ <Caption> SHARES INVESTMENT COMPANY (2.2%) BGI Institutional Money Market Fund (g) 7,730,704 7,730,704 ------------------ Total Investment Company (Cost $7,730,704) 7,730,704 ------------------ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 195 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE TIME DEPOSITS (4.8%) Bank of the West (The) 4.02%, due 12/8/05 (g) $ 2,065,111 $ 2,065,111 Barclays 3.92%, due 12/5/05 (g) 1,032,555 1,032,555 3.94%, due 11/28/05 (g) 1,548,833 1,548,833 Credit Suisse First Boston Corp. 3.74%, due 11/1/05 (g) 1,548,833 1,548,833 Deutsche Bank 3.95%, due 12/2/05 (g) 1,032,555 1,032,555 First Tennessee National Corp. 3.88%, due 11/14/05 (g) 1,548,833 1,548,833 Fortis Bank 4.00%, due 12/12/05 (g) 1,548,833 1,548,833 HBOS Halifax Bank of Scotland 3.75%, due 11/1/05 (g) 1,548,833 1,548,833 Marshall & Ilsley Bank 3.97%, due 12/29/05 (g) 1,032,555 1,032,555 Societe Generale 3.77%, due 11/1/05 (g) 1,548,833 1,548,833 UBS AG 4.01%, due 12/13/05 (g) 1,032,555 1,032,555 Wells Fargo & Co. 4.00%, due 11/25/05 (g) 1,548,833 1,548,833 ------------------ Total Time Deposits (Cost $17,037,162) 17,037,162 ------------------ U.S. GOVERNMENT (2.4%) United States Treasury Bills 3.57%, due 2/9/06 (i) 3,210,000 3,169,950 3.598%, due 2/9/06 (i) 850,000 841,505 3.63%, due 2/16/06 (i) 3,200,000 3,166,080 3.642%, due 2/9/06 (i) 240,000 237,572 3.682%, due 2/9/06 (i) 100,000 98,977 3.711%, due 2/9/06 (i) 100,000 98,969 3.746%, due 2/9/06 (i) 1,000,000 989,594 ------------------ Total U.S. Government (Cost $8,602,647) 8,602,647 ------------------ Total Short-Term Investments (Cost $64,738,554) 64,738,554 ------------------ Total Investments (Cost $337,315,957) (j) 107.0% 379,935,527(k) Liabilities in Excess of Cash and Other Assets (7.0) (24,925,981) ------------- ------------------ Net Assets 100.0% $ 355,009,546 ============= ================== </Table> <Table> <Caption> UNREALIZED CONTRACTS APPRECIATION/ LONG (DEPRECIATION) (L) FUTURES CONTRACTS (-0.1%) - ----------------------------------------------------------------------------- IBEX 35 Index November 2005 47 $ 23,939 Milan MIB 30 Index December 2005 26 (259,291) Standard & Poor's Toronto Stock Exchange 60 Index December 2005 61 (226,297) United States Treasury Note December 2005 (10 Year) 118 (357,547) ------------------- Total Futures Contracts Long (Settlement Value $29,129,463) (819,196) ------------------- <Caption> CONTRACTS SHORT Standard & Poor's 500 Index December 2005 23 127,375 Standard & Poor's MidCap 400 Index December 2005 41 311,025 ------------------- Total Futures Contracts Short (Settlement Value $21,367,850) 438,400 ------------------- Total Futures Contracts (Settlement Value $7,761,613) (m)(n) $ (380,796) =================== </Table> 196 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> ++ Less than one tenth of a percent. (a) May be sold to institutional investors only. (b) Represents security, or a portion thereof, which is out on loan. (c) TBA: Securities purchased on a forward commitment basis with an approximate principal amount and maturity date. The actual principal amount and the maturity will be determined upon settlement. The market value of these securities at October 31, 2005 is $1,288,781. (d) Yankee Bond--dollar-denominated bond issued in the United States by a foreign bank or corporation. (e) Non-income producing security. (f) Exchange Traded Fund--represents a basket of securities that are traded on an exchange. (g) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (h) Floating rate. Rate shown is the rate in effect at October 31, 2005. (i) Segregated, partially segregated or designated as collateral for futures contracts and TBAs. (j) The cost for federal income tax purposes is $340,617,333. (k) At October 31, 2005 net unrealized appreciation was $39,318,194, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $46,546,881 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $7,228,687. (l) Represents the difference between the value of the contracts at the time they were opened and the value at October 31, 2005. (m) The combined market value of common stocks and settlement value of Standard & Poor's 500 Index futures contracts represents 64.0% of net assets. (n) The combined market value of U.S. Government & Federal Agencies investments and settlement value of U.S. Treasury Note futures contracts represents 22.8% of net assets. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 197 STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $337,315,957) including $26,049,444 market value of securities loaned $379,935,527 Cash denominated in foreign currencies (identified cost $2,105,858) 2,091,112 Cash 175,990 Receivables: Investment securities sold 4,062,950 Dividends and interest 1,104,935 Fund shares sold 361,592 Other assets 28,585 ------------- Total assets 387,760,691 ------------- LIABILITIES: Securities lending collateral 26,832,976 Payables: Investment securities purchased 3,083,893 Variation margin on futures contracts 2,134,876 Manager 257,207 Transfer agent 179,693 Fund shares redeemed 75,928 Professional 53,830 NYLIFE Distributors 49,902 Custodian 22,513 Accrued expenses 60,327 ------------- Total liabilities 32,751,145 ------------- Net assets $355,009,546 ============= COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 5,528 Class B 2,630 Class C 452 Class I 17,743 Additional paid-in capital 344,682,850 Accumulated undistributed net investment income 5,618,339 Accumulated net realized loss on investments, futures contracts and foreign currency transactions (37,561,831) Net unrealized appreciation on investments and futures contracts 42,238,774 Net unrealized appreciation on foreign currency transactions 5,061 ------------- Net assets $355,009,546 ============= CLASS A Net assets applicable to outstanding shares $ 74,168,559 ============= Shares of capital stock outstanding 5,527,815 ============= Net asset value per share outstanding $ 13.42 Maximum sales charge (5.50% of offering price) 0.78 ------------- Maximum offering price per share outstanding $ 14.20 ============= CLASS B Net assets applicable to outstanding shares $ 34,755,344 ============= Shares of capital stock outstanding 2,630,100 ============= Net asset value and offering price per share outstanding $ 13.21 ============= CLASS C Net assets applicable to outstanding shares $ 5,976,138 ============= Shares of capital stock outstanding 452,070 ============= Net asset value and offering price per share outstanding $ 13.22 ============= CLASS I Net assets applicable to outstanding shares $240,109,505 ============= Shares of capital stock outstanding 17,742,904 ============= Net asset value and offering price per share outstanding $ 13.53 ============= </Table> 198 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $ 4,951,781 Dividends (a) 4,116,209 Income from securities loaned--net 44,593 ------------ Total income 9,112,583 ------------ EXPENSES: Manager 2,239,424 Transfer agent--Classes A, B and C 280,322 Transfer agent--Class I 418,452 Distribution--Class B 222,617 Distribution--Class C 35,524 Distribution/Service--Class A 169,620 Service--Class B 74,206 Service--Class C 11,841 Custodian 114,020 Professional 109,248 Registration 58,076 Shareholder communication 50,588 Directors 29,102 Miscellaneous 115,344 ------------ Total expenses before reimbursement 3,928,384 Expense reimbursement from Manager (288,200) ------------ Net expenses 3,640,184 ------------ Net investment income 5,472,399 ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain on: Security transactions 20,271,800 Futures transactions 637,326 Foreign currency transactions 100,816 ------------ Net realized gain on investments and foreign currency transactions 21,009,942 ------------ Net change in unrealized appreciation (depreciation) on investments: Security transactions (1,000,779) Futures transactions (766,887) Translation of other assets and liabilities in foreign currencies and foreign currency forwards contracts 27,705 ------------ Net change in unrealized depreciation on investments and foreign currency transactions (1,739,961) ------------ Net realized and unrealized gain on investments and foreign currency transactions 19,269,981 ------------ Net increase in net assets resulting from operations $24,742,380 ============ </Table> (a) Dividends recorded net of foreign withholding taxes in the amount of $34. The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 199 STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE IN NET ASSETS: Operations: Net investment income $ 5,472,399 $ 4,675,300 Net realized gain on investment, futures transactions and foreign currency transactions 21,009,942 25,456,712 Net change in unrealized appreciation (depreciation) on investments, futures contracts and foreign currency transactions (1,739,961) (5,846,554) ---------------------------- Net increase in net assets resulting from operations 24,742,380 24,285,458 ---------------------------- Dividends to shareholders: From net investment income: Class A (883,795) -- Class B (271,640) -- Class C (42,898) (757) Class I (3,506,544) (5,321,664) Service Class -- (680,408) ---------------------------- Total dividends to shareholders (4,704,877) (6,002,829) ---------------------------- Capital share transactions: Net proceeds from sale of shares: Class A 27,147,132 62,346,988 Class B 16,869,238 20,384,771 Class C 3,844,235 3,296,544 Class I 30,813,805 35,028,829 Service Class -- 869,829 </Table> <Table> <Caption> 2005 2004 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A $ 836,197 $ -- Class B 257,606 -- Class C 37,036 757 Class I 3,485,389 5,295,326 Service Class -- 634,600 ---------------------------- 83,290,638 127,857,644 Cost of shares redeemed: Class A (13,295,310) (8,381,903) Class B (3,885,353) (655,422) Class C (1,352,258) (189,336) Class I (43,142,283) (83,823,084) Service Class -- (38,107,319) ---------------------------- (61,675,204) (131,157,064) Increase (decrease) in net assets derived from capital share transactions 21,615,434 (3,299,420) ---------------------------- Net increase in net assets 41,652,937 14,983,209 NET ASSETS: Beginning of year 313,356,609 298,373,400 ---------------------------- End of year $355,009,546 $ 313,356,609 ============================ Accumulated undistributed net investment income at end of year $ 5,618,339 $ 4,700,715 ============================ </Table> 200 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. This page intentionally left blank www.MAINSTAYfunds.com 201 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C ---------------------------- ---------------------------- -------------- JANUARY 2, JANUARY 2, YEAR 2004* YEAR 2004* YEAR ENDED THROUGH ENDED THROUGH ENDED OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 2005 Net asset value at beginning of period $ 12.67 $ 12.17 $ 12.54 $ 12.12 $12.54 ----------- ----------- ----------- ----------- ----------- Net investment income 0.18(e)(g) 0.12 0.08(e)(g) 0.04 0.08(e)(g) Net realized and unrealized gain on investments 0.76 0.38 0.74 0.38 0.75 Net realized and unrealized gain (loss) on foreign currency transactions 0.00(a) 0.00(a) 0.00(a) 0.00(a) 0.00(a) ----------- ----------- ----------- ----------- ----------- Total from investment operations 0.94 0.50 0.82 0.42 0.83 ----------- ----------- ----------- ----------- ----------- Less dividends: From net investment income (0.19) -- (0.15) -- (0.15) From net realized gain on investments -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Total dividends and distributions (0.19) -- (0.15) -- (0.15) ----------- ----------- ----------- ----------- ----------- Net asset value at end of period $ 13.42 $ 12.67 $ 13.21 $ 12.54 $13.22 =========== =========== =========== =========== =========== Total investment return (b) 7.46% 4.11%(c) 6.60% 3.47%(c) 6.68% Ratios (to average net assets)/ Supplemental Data: Net investment income 1.40%(g) 1.40%+ 0.65%(g) 0.65%+ 0.65%(g) Net expenses 1.23% 1.02%+ 1.98% 1.77%+ 1.98% Expenses (before reimbursement) 1.31% 1.23%+ 2.06% 1.98%+ 2.06% Portfolio turnover rate 100%(f) 89% 100%(f) 89% 100%(f) Net assets at end of period (in 000's) $74,169 $55,796 $34,755 $20,087 $5,976 <Caption> CLASS C ----------------------------- DECEMBER 30, YEAR 2002* ENDED THROUGH OCTOBER 31, OCTOBER 31, 2004 2003 Net asset value at beginning of period $11.86 $10.64 ----------- ------------ Net investment income 0.11 0.06(e) Net realized and unrealized gain on investments 0.76 1.16 Net realized and unrealized gain (loss) on foreign currency transactions 0.00(a) (0.00)(a) ----------- ------------ Total from investment operations 0.87 1.22 ----------- ------------ Less dividends: From net investment income (0.19) -- From net realized gain on investments -- -- ----------- ------------ Total dividends and distributions (0.19) -- ----------- ------------ Net asset value at end of period $12.54 $11.86 =========== ============ Total investment return (b) 7.39% 11.47%(c) Ratios (to average net assets)/ Supplemental Data: Net investment income 0.65% 0.65%+ Net expenses 1.77% 1.83%+ Expenses (before reimbursement) 1.98% 2.06%+ Portfolio turnover rate 89% 113% Net assets at end of period (in 000's) $3,218 $ 46 </Table> <Table> * Commencement of operations. + Annualized. (a) Less than one cent per share. (b) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (c) Total return is not annualized. (d) As required, effective November 1, 2000, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium on debt securities. The effect of this change for the year ended October 31, 2001 is shown below. </Table> <Table> <Caption> CLASS I ----------- Decrease net investment income ($0.01) Increase net realized and unrealized gains and losses 0.01 Decrease ratio of net investment income (0.06%) </Table> <Table> (e) Per share data based on average shares outstanding during the period. (f) The portfolio turnover rate not including mortgage dollar rolls for the year ending October 31, 2005 is 76%. (g) Net investment income and the ratio of net investment income includes $0.02 per share and 0.12%, respectively as a result of a special one time dividend from Microsoft Corp. </Table> 202 MainStay Asset Manager Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I - --------------------------------------------------------------------- YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001 $ 12.74 $ 11.99 $ 10.81 $ 12.11 $ 15.21 -------- -------- -------- -------- -------- 0.24(e)(g) 0.22 0.18 (e) 0.22 0.37 (d) 0.74 0.78 1.22 (1.25) (2.09)(d) (a) 0.00 0.00(a) (0.00)(a) (0.00)(a) (0.00)(a) -------- -------- -------- -------- -------- 0.98 1.00 1.40 (1.03) (1.72) -------- -------- -------- -------- -------- (0.19) (0.25) (0.22) (0.27) (0.50) -- -- -- -- (0.88) -------- -------- -------- -------- -------- (0.19) (0.25) (0.22) (0.27) (1.38) -------- -------- -------- -------- -------- $ 13.53 $ 12.74 $ 11.99 $ 10.81 $ 12.11 ======== ======== ======== ======== ======== 7.76% 8.43% 13.17% (8.78%) (12.12%) 1.75%(g) 1.59% 1.65% 1.84% 2.66%(d) 0.88% 0.83% 0.83% 0.83% 0.83% 0.96% 1.04% 1.06% 0.94% 0.87% 100%(f) 89% 113% 4% 15% $240,110 $234,256 $262,438 $399,199 $452,246 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 203 MAINSTAY BALANCED FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- With sales charges 2.96% 7.42% 8.76% Excluding sales charges 8.96 8.64 9.38 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MERRILL LYNCH CORPORATE & GOVERNMENT BALANCED MAINSTAY 1-10 YEARS COMPOSITE RUSSELL BALANCED FUND BOND INDEX S&P 500 INDEX INDEX MIDCAP INDEX ------------- ------------- ------------- --------- ------------ 10/31/95 9450 10000 10000 10000 10000 10463 10574 12410 11485 11965 13065 11378 16394 14026 15408 14060 12424 20000 15107 16095 14067 12537 25134 15707 18851 15302 13354 26665 17277 23323 16108 15256 20024 18129 19121 16418 16163 16999 18320 17586 19673 17000 20535 22305 23897 21256 17717 22470 25287 27502 10/31/05 23159 17782 24429 28145 32476 <Caption> LIPPER BALANCED FUND INDEX ------------- 10/31/95 10000 11450 13769 15251 17165 18519 16899 15611 18141 19629 10/31/05 21036 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- With sales charges 3.19% 7.56% 8.58% Excluding sales charges 8.19 7.85 8.58 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MERRILL LYNCH CORPORATE & GOVERNMENT BALANCED MAINSTAY 1-10 YEARS COMPOSITE RUSSELL BALANCED FUND BOND INDEX S&P 500 INDEX INDEX MIDCAP INDEX ------------- ------------- ------------- --------- ------------ 10/31/95 10000 10000 10000 10000 10000 10989 10574 12410 11485 11965 13620 11378 16394 14026 15408 14555 12424 20000 15107 16095 14455 12537 25134 15707 18851 15609 13354 26665 17277 23323 16304 15256 20024 18129 19121 16493 16163 16999 18320 17586 19618 17000 20535 22305 23897 21056 17717 22470 25287 27502 10/31/05 22780 17782 24429 28145 32476 <Caption> LIPPER BALANCED FUND INDEX ------------- 10/31/95 10000 11450 13769 15251 17165 18519 16899 15611 18141 19629 10/31/05 21036 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- With sales charges 7.15% 7.85% 8.59% Excluding sales charges 8.15 7.85 8.59 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MERRILL LYNCH CORPORATE & GOVERNMENT BALANCED MAINSTAY 1-10 YEARS COMPOSITE RUSSELL BALANCED FUND BOND INDEX S&P 500 INDEX INDEX MIDCAP INDEX ------------- ------------- ------------- --------- ------------ 10/31/95 10000 10000 10000 10000 10000 10990 10574 12410 11485 11965 13625 11378 16394 14026 15408 14562 12424 20000 15107 16095 14461 12537 25134 15707 18851 15618 13354 26665 17277 23323 16314 15256 20024 18129 19121 16500 16163 16999 18320 17586 19640 17000 20535 22305 23897 21073 17717 22470 25287 27502 10/31/05 22790 17782 24429 28145 32476 <Caption> LIPPER BALANCED FUND INDEX ------------- 10/31/95 10000 11450 13769 15251 17165 18519 16899 15611 18141 19629 10/31/05 21036 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume an initial investment of $10,000 and reflect the deduction of all sales charges that would have applied for the period of investment. Class A shares are sold with a maxi- mum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5.00% if redeemed within the first six years of purchase, and THE DISCLOSURE AND FOOTNOTES ON THE NEXT TWO PAGES ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 204 MainStay Balanced Fund CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 9.46% 8.99% 9.68% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MERRILL LYNCH CORPORATE & GOVERNMENT BALANCED MAINSTAY 1-10 YEARS COMPOSITE RUSSELL BALANCED FUND BOND INDEX S&P 500 INDEX INDEX MIDCAP INDEX ------------- ------------- ------------- --------- ------------ 10/31/95 10000 10000 10000 10000 10000 11099 10574 12410 11485 11965 13892 11378 16394 14026 15408 14988 12424 20000 15107 16095 15029 12537 25134 15707 18851 16391 13354 26665 17277 23323 17296 15256 20024 18129 19121 17673 16163 16999 18320 17586 21230 17000 20535 22305 23897 23024 17717 22470 25287 27502 10/31/05 25203 17782 24429 28145 32476 <Caption> LIPPER BALANCED FUND INDEX ------------- 10/31/95 10000 11450 13769 15251 17165 18519 16899 15611 18141 19629 10/31/05 21036 </Table> CLASS R1 SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 9.33% 8.87% 9.57% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MERRILL LYNCH CORPORATE & GOVERNMENT BALANCED MAINSTAY 1-10 YEARS COMPOSITE RUSSELL BALANCED FUND BOND INDEX S&P 500 INDEX INDEX MIDCAP INDEX ------------- ------------- ------------- --------- ------------ 10/31/95 10000 10000 10000 10000 10000 11088 10574 12410 11485 11965 13864 11378 16394 14026 15408 14943 12424 20000 15107 16095 14967 12537 25134 15707 18851 16306 13354 26665 17277 23323 17189 15256 20024 18129 19121 17546 16163 16999 18320 17586 21056 17000 20535 22305 23897 22813 17717 22470 25287 27502 10/31/05 24941 17782 24429 28145 32476 <Caption> LIPPER BALANCED FUND INDEX ------------- 10/31/95 10000 11450 13769 15251 17165 18519 16899 15611 18141 19629 10/31/05 21036 </Table> CLASS R2 SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> AVERAGE ANNUAL ONE FIVE TEN TOTAL RETURNS YEAR YEARS YEARS - --------------------------------------------- 9.05% 8.59% 9.30% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MERRILL LYNCH CORPORATE & GOVERNMENT BALANCED MAINSTAY 1-10 YEARS COMPOSITE RUSSELL BALANCED FUND BOND INDEX S&P 500 INDEX INDEX MIDCAP INDEX ------------- ------------- ------------- --------- ------------ 10/31/95 10000 10000 10000 10000 10000 11062 10574 12410 11485 11965 13800 11378 16394 14026 15408 14836 12424 20000 15107 16095 14820 12537 25134 15707 18851 16113 13354 26665 17277 23323 16945 15256 20024 18129 19121 17253 16163 16999 18320 17586 20654 17000 20535 22305 23897 22311 17717 22470 25287 27502 10/31/05 24331 17782 24429 28145 32476 <Caption> LIPPER BALANCED FUND INDEX ------------- 10/31/95 10000 11450 13769 15251 17165 18519 16899 15611 18141 19629 10/31/05 21036 </Table> have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Class R1 shares are sold with no initial sales charge or CDSC and have no annual 12b-1 fee. Class R2 shares are sold with no initial sales charge or CDSC and have an annual 12b-1 fee of .25%. Class R1 and R2 shares are available only through corporate-sponsored retirement programs, which include certain minimum program requirements. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The fee waivers and/or expense limitations are contractual and may be modified or terminated only with the approval of the Board of Directors/Trustees. From inception (5/1/89) through 12/31/03, performance for Class A, B, R1, and R2 shares (each first offered 1/2/04) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge (or CDSC) and fees and expenses for Class A, B, R1, and R2 shares. Prior to 1/2/04, the Fund offered Class L shares, which were subject to a 1.00% sales charge and a 1.00% CDSC on redemptions within one year of purchase. From inception through 12/29/02, performance for Class L shares THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE AND THE FOLLOWING PAGE ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 205 <Table> <Caption> ONE FIVE TEN BENCHMARK PERFORMANCE YEAR YEARS YEARS Balanced Composite Index(1) 11.30% 10.25% 10.90% Merrill Lynch Corporate & Government 1-10 Years Bond Index(2) 0.36 5.89 5.92 Russell Midcap Index(3) 18.09 6.85 12.50 S&P 500(R) Index(4) 8.72 -1.74 9.34 Lipper Balanced Fund Index(5) 7.16 2.58 7.72 Average Lipper balanced fund(6) 6.81 1.80 7.28 </Table> (first offered 12/30/02) includes the historical performance of Class I shares adjusted to reflect the applicable sales charge, CDSC, and fees and expenses for Class L shares. Effective 1/02/04, all outstanding Class L shares of the Fund were converted to Class C shares, redesignated Class C shares, or both. 1. The Fund's Balanced Composite Index is comprised of the Russell Midcap(R) Value Index and the Merrill Lynch Corporate & Government 1-10 Years Bond Index weighted 60%/40%. The Russell Midcap(R) Value Index is an unmanaged index that measures the performance of those Russell Midcap(R) companies with lower price-to-book ratios and lower forecasted growth values. Results assume that all income and capital gains are reinvested in the index or indices that produce them. The Fund's Balanced Composite Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index or a composite. 2. The Merrill Lynch Corporate & Government 1-10 Years Bond Index is a market-capitalization-weighted index including U.S. government and fixed-coupon domestic investment-grade corporate bonds. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Russell Midcap(R) Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000(R) Index, which, in turn, is an unmanaged index that measures the performance of the 1,000 largest U.S. companies based on total market capitalization. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 4. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 5. The Lipper Balanced Fund Index tracks the performance of the 30 largest balanced funds, with adjustments for the reinvestment of capital-gain and income distributions. An investment cannot be made directly into an index. 6. Lipper Inc. is an independent fund performance monitor. Results are based on total returns with all dividend and capital-gain distributions reinvested. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING TWO PAGES ARE AN INTEGRAL PART OF THE TABLES AND GRAPHS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 206 MainStay Balanced Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY BALANCED FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,044.50 $ 6.80 $1,018.40 $ 6.72 - -------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,041.25 $10.65 $1,014.65 $10.51 - -------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,041.25 $10.65 $1,014.65 $10.51 - -------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,047.30 $ 4.44 $1,020.70 $ 4.38 - -------------------------------------------------------------------------------------------------------------------------- CLASS R1 SHARES $1,000.00 $1,047.30 $ 4.95 $1,020.20 $ 4.89 - -------------------------------------------------------------------------------------------------------------------------- CLASS R2 SHARES $1,000.00 $1,045.75 $ 6.24 $1,018.95 $ 6.16 - -------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (1.32% for Class A, 2.07% for Class B and Class C, 0.86% for Class I, 0.96% for Class R1, and 1.21% for Class R2) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the one-half year period). www.MAINSTAYfunds.com 207 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (PORTFOLIO COMPOSITION PIE CHART) <Table> Common Stocks 59.1 Corporate Bonds 38.0 Short-Term Investments (collateral from securities lending 5.9 is 5.9%) U.S. Government & Federal Agencies 1.2 Investment Company 0.5 Convertible Preferred Stock 0.0* Convertible Bond 0.0* Preferrred Stock 0.0* Warrant 0.0* Liabilities in Excess of Cash and Other Assets (4.7) </Table> * Less than one tenth of a percent. See Portfolio of Investments on page 211 for specific holdings within these categories. TOP TEN HOLDINGS AS OF OCTOBER 31, 2005 (EXCLUDING SHORT-TERM INVESTMENTS) <Table> 1. ExxonMobil Corp. 2. Merrill Lynch & Co., Inc. 3. Citigroup, Inc. 4. Morgan Stanley 5. Merck & Co., Inc. 6. Wal-Mart Stores, Inc. 6.875%, due 8/10/09 7. Prudential Financial, Inc. 8. Lehman Brothers Holdings, Inc. 9. Freddie Mac 10. Viacom, Inc. Class B </Table> 208 MainStay Balanced Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Tony Elavia and Joan M. Sabella of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? The Fund invests approximately 60% of its assets in stocks and 40% of its assets in fixed-income securities (such as bonds) and cash equivalents. The Fund will always invest at least 25% of its assets in fixed-income securities. By including both stocks and bonds, the Fund seeks a balance between capital gains from stock appreciation and current income from interest and dividends. In implementing this strategy, the Fund generally invests in dividend-paying mid- and large-capitalization stocks that the manager determines to have strong or improving operating characteristics and to have been overlooked by the marketplace so that they are undervalued or "underpriced." The Fund uses quantitative and statistical methods to analyze the relative quality and value of stocks. The Fund selects fixed-income securities based on their credit quality and duration. The fixed-income portion of the portfolio has an intermediate-term duration, which ranges from three to five years and a laddered maturity schedule. During the reporting period, all of the assets and liabilities of MainStay Strategic Value Fund were transferred to MainStay Balanced Fund in exchange for shares of MainStay Balanced Fund. WHAT MAJOR FACTORS INFLUENCED THE STOCK AND BOND MARKETS DURING THE 12 MONTHS ENDED OCTOBER 31, 2005? For the 12 months ended October 31, 2005, all broadly watched equity indices provided positive performance. Mid- and small-capitalization stocks generally outperformed their large-cap counterparts. The market favored value stocks over growth stocks at all capitalization levels. Despite wide fluctuations in crude-oil prices, instability in many regions of the world, and the devastation caused by hurricanes Katrina and Rita, the U.S. stock market posted significant gains during the 12 months ended October 31, 2005. The Federal Open Market Committee continued to raise its target for the federal funds rate, with eight 25-basis-point increases during the reporting period. (A basis point is one-hundredth of a percentage point.) At the end of October 2005, the federal funds target rate stood at 3.75%, its highest level in more than four years. Among the considerations that influenced the gradual tightening policy were mounting inflationary pressures, low unemployment, an upward path of record energy prices, and growing labor costs. HOW DID THE FUND PERFORM IN THIS MARKET ENVIRONMENT? All share classes of MainStay Balanced Fund underperformed the Fund's Balanced Composite Index during the 12 months ended October 31, 2005.(1) The stock portion on the Fund underperformed the Russell Midcap(R) Value Index, which is the stock component of the Balanced Composite Index. In particular, the performance of the Fund's holdings in the financials and consumer discretionary sectors was weaker than the performance of related stocks in the Russell Midcap(R) Value Index during the reporting period. The fixed-income portion of the Fund slightly lagged the return of the Merrill Lynch Corporate & Government 1-10 Years Bond Index(2) for the 12-month reporting period. WHICH INDUSTRY GROUPS AND INDIVIDUAL STOCKS PROVIDED THE STRONGEST PERFORMANCE FOR THE FUND DURING THE REPORTING PERIOD? In the equity portion of the Fund, the five strongest-performing sectors were energy, financials, utilities, consumer staples, and industrials. Among the strongest individual contributors to the Fund's performance were petroleum refiners Premcor, Sunoco, and Valero Energy. Oil & gas companies Burlington Resources and Amerada Hess were also strong contributors. WHICH INDUSTRY GROUPS AND INDIVIDUAL STOCKS DETRACTED FROM PERFORMANCE IN THE EQUITY PORTION OF THE FUND? The Fund's five weakest-performing sectors during the 12-month reporting period were telecommunication services, materials, information technology, consumer discretionary, and health care. The greatest negative individual contribution to the Fund's per- The Fund is subject to market, interest rate, credit, and maturity risks. The Fund can invest in foreign securities, which may be subject to greater risks than U.S. investments, including currency fluctuations, less liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. The Fund may invest in derivatives, which may increase the volatility of the Funds net asset value and may result in a loss to the Fund. The Fund's use of securities lending presents the risk of default by the borrower, which may also result in a loss to the Fund. The Fund invests in mid-cap stocks which may be more volatile and less liquid than the securities of larger companies. 1. See footnote on page 206 for more information about the Fund's Balanced Composite Index. 2. See footnote on page 206 for more information about the Merrill Lynch Corporate & Government 1-10 Years Bond Index. www.MAINSTAYfunds.com 209 formance came from steel manufacturer Steel Dynamics. The second-largest negative contribution to performance came from steel and metal products firm Commercial Metals, followed by real estate investment trust Annaly Mortgage Management, engine, electric power, and engine-related product company Cummins, and pharmaceutical company Pfizer. WERE THERE ANY SIGNIFICANT EQUITY PURCHASES OR SALES DURING THE REPORTING PERIOD? The Fund uses its proprietary model to select stocks that have relatively improving operating characteristics and are relatively undervalued. One of the stocks the Fund purchased during the reporting period was Anadarko Petroleum, an oil & gas exploration & production company. The Fund initially purchased the stock in November 2004. We established a position in Lehman Brothers Holdings, an investment banking, capital markets, and investment management company, in June 2005. The Fund also established a position in Janus Capital Group, an investment advisory company, in May 2005. All three of these companies exhibited improving fundamentals and, according to our proprietary model, were relatively undervalued at the time of purchase. The Fund sells stocks that exhibit deteriorating operating results, are relatively overvalued, or both. In February 2005, the Fund sold its entire position in St. Paul Travelers, a commercial property and casualty insurance company. According to our proprietary quantitative model, the stock had become overvalued. In July 2005, the Fund sold managed care and health insurance company Pacificare Health Systems for a similar reason. In June and July 2005, the Fund also sold its entire position in petroleum refiner Premcor because of a pending merger with Valero Energy. HOW DID THE EQUITY PORTION OF THE FUND'S WEIGHTINGS CHANGE DURING THE REPORTING PERIOD? The Fund's equity weighting in the financials sector increased substantially during the 12-month reporting period. The Fund's equity weighting in the information technology sector, on the other hand, decreased substantially from the beginning of the reporting period to the end of October 2005. HOW DID THE FUND'S EQUITY WEIGHTINGS COMPARE WITH THOSE IN THE RUSSELL MIDCAP(R) VALUE INDEX AT THE END OF THE REPORTING PERIOD? As of October 31, 2005, the equity portion of the Fund was overweighted relative to the Russell Midcap(R) Value Index in the financials, energy, and consumer discretionary sectors. As of the same date, the equity portion of the Fund was underweighted relative to the Russell Midcap(R) Value Index in the information technology and utilities sectors. WERE THERE ANY SIGNIFICANT CHANGES IN THE FIXED-INCOME PORTION OF THE FUND DURING THE REPORTING PERIOD? There were no significant or strategic purchases or sales for the fixed-income portion of the Fund's portfolio during the reporting period. The fixed-income portion of MainStay Balanced Fund selects short- to intermediate-term bonds from among investment-grade corporate, government mortgage-backed, and asset-backed securities. We employ bottom-up credit analysis and maintain a laddered maturity schedule and a controlled duration of three to five years. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. INFORMATION ABOUT MAINSTAY BALANCED FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. 210 MainStay Balanced Fund PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> PRINCIPAL AMOUNT VALUE LONG-TERM BONDS (39.2%)+ CONVERTIBLE BOND (0.0%)++ - -------------------------------------------------------------------------------- INTERNET (0.0%)++ At Home Corp. 4.75%, due 12/15/06 (a)(b)(c)(d) $ 177,810 $ 18 -------------- Total Convertible Bond (Cost $13,325) 18 -------------- CORPORATE BONDS (38.0%) - -------------------------------------------------------------------------------- AEROSPACE & DEFENSE (0.9%) General Dynamics Corp. 4.50%, due 8/15/10 874,000 859,924 United Technologies Corp. 6.50%, due 6/1/09 5,628,000 5,937,247 7.125%, due 11/15/10 2,180,000 2,395,061 -------------- 9,192,232 -------------- AUTO PARTS & EQUIPMENT (0.4%) Johnson Controls, Inc. 6.30%, due 2/1/08 4,325,000 4,442,082 -------------- BANKS (6.3%) Bank of America Corp. 7.40%, due 1/15/11 1,000,000 1,103,919 7.80%, due 2/15/10 1,500,000 1,656,132 Bank One Corp. 6.00%, due 8/1/08 5,247,000 5,395,102 7.875%, due 8/1/10 7,000,000 7,777,525 Bank One N.A. 6.25%, due 2/15/08 1,800,000 1,856,142 BankAmerica Corp. 7.125%, due 3/1/09 1,660,000 1,767,297 BankBoston N.A. 6.375%, due 3/25/08 1,000,000 1,032,487 Deutsche Bank Financial, Inc. 6.70%, due 12/13/06 1,311,000 1,336,655 FleetBoston Financial Corp. 6.375%, due 5/15/08 3,000,000 3,099,600 7.375%, due 12/1/09 1,200,000 1,301,471 JPMorgan Chase & Co. 6.75%, due 8/15/08 1,405,000 1,470,082 Mellon Bank N.A. 7.625%, due 9/15/07 1,311,000 1,378,214 Mellon Funding Corp. 6.375%, due 2/15/10 1,960,000 2,063,214 6.70%, due 3/1/08 2,026,000 2,103,938 SunTrust Banks, Inc. 6.25%, due 6/1/08 5,000,000 5,166,230 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE BANKS (CONTINUED) U.S. Bancorp 3.125%, due 3/15/08 $ 437,000 $ 420,502 6.875%, due 9/15/07 3,000,000 3,111,270 U.S. Bank N.A. 5.70%, due 12/15/08 1,747,000 1,786,344 6.30%, due 7/15/08 3,305,000 3,428,855 Union Bank of Switzerland 7.25%, due 7/15/06 1,000,000 1,016,443 Wachovia Bank N.A. 7.80%, due 8/18/10 4,475,000 5,019,997 Wachovia Corp. 4.95%, due 11/1/06 437,000 437,423 6.15%, due 3/15/09 1,920,000 1,992,338 6.25%, due 8/4/08 2,317,000 2,391,920 6.375%, due 1/15/09 1,736,000 1,809,738 Wells Fargo & Co. 3.50%, due 4/4/08 437,000 423,998 Wells Fargo Bank N.A. 6.45%, due 2/1/11 1,847,000 1,964,757 7.55%, due 6/21/10 5,000,000 5,532,260 -------------- 67,843,853 -------------- BEVERAGES (1.1%) Anheuser-Busch Cos., Inc. 5.375%, due 9/15/08 900,000 914,493 5.625%, due 10/1/10 1,500,000 1,545,583 5.65%, due 9/15/08 454,000 464,496 5.75%, due 4/1/10 655,000 676,814 6.00%, due 4/15/11 2,110,000 2,215,852 7.50%, due 3/15/12 2,200,000 2,498,989 9.00%, due 12/1/09 1,190,000 1,369,235 PepsiCo., Inc. 5.75%, due 1/15/08 1,747,000 1,780,880 -------------- 11,466,342 -------------- CHEMICALS (1.0%) Dow Capital BV 8.50%, due 6/8/10 495,000 556,804 E.I. du Pont de Nemours & Co. 3.375%, due 11/15/07 805,000 782,527 4.75%, due 11/15/12 2,000,000 1,965,778 6.75%, due 9/1/07 2,000,000 2,067,532 Praxair, Inc. 6.50%, due 3/1/08 2,536,000 2,613,726 Sherwin-Williams Co. (The) 6.85%, due 2/1/07 2,649,000 2,711,871 -------------- 10,698,238 -------------- </Table> + Percentages indicated are based on Fund net assets. V Among the Fund's 10 largest holdings, excluding short-term investments. May be subject to change daily. The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 211 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------- COMPUTERS (1.3%) Computer Sciences Corp. 6.25%, due 3/15/09 $ 1,012,000 $ 1,023,301 Hewlett-Packard Co. 5.50%, due 7/1/07 1,200,000 1,213,616 5.75%, due 12/15/06 1,311,000 1,323,611 International Business Machines Corp. 4.75%, due 11/29/12 1,500,000 1,481,067 4.875%, due 10/1/06 437,000 437,810 5.375%, due 2/1/09 958,000 975,273 5.50%, due 1/15/09 467,000 476,947 6.45%, due 8/1/07 6,664,000 6,844,155 -------------- 13,775,780 -------------- COSMETICS & PERSONAL CARE (0.9%) Gillette Co. (The) 2.875%, due 3/15/08 437,000 418,731 3.50%, due 10/15/07 1,311,000 1,281,069 Kimberly-Clark Corp. 7.10%, due 8/1/07 3,245,000 3,370,893 Procter & Gamble Co. (The) 4.75%, due 6/15/07 218,000 218,367 6.875%, due 9/15/09 3,877,000 4,157,195 -------------- 9,446,255 -------------- DIVERSIFIED FINANCIAL SERVICES (12.1%) American Express Co. 5.50%, due 9/12/06 1,000,000 1,006,604 American Express Credit Corp. 3.00%, due 5/16/08 874,000 835,564 Associates Corp. of N.A. 6.25%, due 11/1/08 1,800,000 1,869,408 Bear Stearns Cos., Inc. (The) 4.00%, due 1/31/08 1,092,000 1,072,553 7.625%, due 12/7/09 3,250,000 3,551,938 7.80%, due 8/15/07 2,000,000 2,101,944 Boeing Capital Corp. 5.75%, due 2/15/07 859,000 868,906 Caterpillar Financial Services Corp. 4.875%, due 6/15/07 1,725,000 1,728,110 CIT Group, Inc. 4.75%, due 12/15/10 655,000 644,253 5.50%, due 11/30/07 1,000,000 1,012,453 5.875%, due 10/15/08 1,800,000 1,842,041 6.875%, due 11/1/09 2,500,000 2,664,077 7.375%, due 4/2/07 2,000,000 2,068,182 Citicorp 6.375%, due 11/15/08 1,500,000 1,562,806 7.20%, due 6/15/07 1,000,000 1,037,942 </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE DIVERSIFIED FINANCIAL SERVICES (CONTINUED) Citigroup Global Markets Holdings, Inc. 6.50%, due 2/15/08 $ 3,500,000 $ 3,624,166 Citigroup, Inc. 5.00%, due 3/6/07 655,000 657,237 6.50%, due 1/18/11 1,474,000 1,570,958 Credit Suisse First Boston USA, Inc. 6.125%, due 11/15/11 5,462,000 5,720,882 6.50%, due 6/1/08 4,500,000 4,651,619 General Electric Capital Corp. 4.25%, due 1/15/08 437,000 431,848 5.375%, due 3/15/07 874,000 880,917 6.50%, due 12/10/07 2,000,000 2,067,748 6.875%, due 11/15/10 2,877,000 3,104,395 Goldman Sachs Group, Inc. 5.70%, due 9/1/12 874,000 892,725 6.65%, due 5/15/09 2,430,000 2,554,445 7.35%, due 10/1/09 7,650,000 8,251,948 Heller Financial, Inc. 6.375%, due 3/15/06 218,000 219,520 7.375%, due 11/1/09 5,000,000 5,434,550 HSBC Finance Corp. 5.875%, due 2/1/09 437,000 447,374 6.375%, due 8/1/10 1,657,000 1,741,492 6.40%, due 6/17/08 3,600,000 3,726,731 6.50%, due 11/15/08 3,000,000 3,125,706 6.75%, due 5/15/11 2,374,000 2,551,352 8.00%, due 7/15/10 3,000,000 3,349,116 International Lease Finance Corp. 4.50%, due 5/1/08 437,000 430,831 5.625%, due 6/1/07 655,000 661,568 6.375%, due 3/15/09 2,000,000 2,076,916 John Deere BV 5.875%, due 4/6/06 1,500,000 1,508,397 John Deere Capital Corp. 3.125%, due 12/15/05 437,000 436,405 3.90%, due 1/15/08 218,000 213,646 4.50%, due 8/22/07 437,000 434,419 6.00%, due 2/15/09 2,000,000 2,054,212 JP Morgan & Co., Inc. 6.25%, due 2/15/11 262,000 275,261 JPMorgan Chase & Co. 5.35%, due 3/1/07 1,048,000 1,055,547 Lehman Brothers Holdings, Inc. 4.08%, due 9/28/07 (e) 2,000,000 1,985,660 6.625%, due 2/5/06 501,000 503,723 6.625%, due 1/18/12 1,311,000 1,408,496 7.00%, due 2/1/08 4,143,000 4,325,752 8.25%, due 6/15/07 1,000,000 1,049,963 </Table> 212 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES (CONTINUED) Lehman Brothers, Inc. 6.50%, due 4/15/08 $ 1,600,000 $ 1,657,616 7.625%, due 6/1/06 306,000 310,640 Merrill Lynch & Co., Inc. 3.97%, due 3/12/07 (e) 1,000,000 996,410 4.33%, due 3/2/09 (e) 437,000 427,412 6.00%, due 2/17/09 8,337,000 8,597,548 6.375%, due 10/15/08 1,112,000 1,155,686 7.00%, due 1/15/07 1,757,000 1,802,705 Morgan Stanley Dean Witter 5.80%, due 4/1/07 874,000 884,649 6.75%, due 4/15/11 2,811,000 3,014,069 Morgan Stanley Group, Inc. 6.875%, due 3/1/07 3,600,000 3,687,462 Pitney Bowes Credit Corp. 5.75%, due 8/15/08 874,000 896,492 SLM Corp. 3.625%, due 3/17/08 437,000 425,381 4.00%, due 1/15/09 437,000 424,103 4.37%, due 3/2/09 (e) 1,311,000 1,282,263 5.29%, due 1/31/14 (e) 874,000 866,466 5.625%, due 4/10/07 2,000,000 2,021,084 Toyota Motor Credit Corp. 5.50%, due 12/15/08 1,477,000 1,510,937 Wells Fargo Financial, Inc. 5.875%, due 8/15/08 2,316,000 2,374,011 6.85%, due 7/15/09 109,000 117,012 -------------- 129,744,252 -------------- ELECTRIC (0.6%) Consolidated Edison Co. of New York 7.50%, due 9/1/10 5,000,000 5,530,475 Interstate Power & Light Co. 6.625%, due 8/1/09 1,311,000 1,367,036 -------------- 6,897,511 -------------- ELECTRICAL COMPONENTS & EQUIPMENT (0.7%) Emerson Electric Co. 5.00%, due 10/15/08 262,000 263,382 5.85%, due 3/15/09 2,386,000 2,457,146 7.125%, due 8/15/10 4,000,000 4,373,236 -------------- 7,093,764 -------------- ELECTRONICS (0.2%) Honeywell, Inc. 7.00%, due 3/15/07 2,376,000 2,443,338 7.125%, due 4/15/08 131,000 137,532 -------------- 2,580,870 -------------- </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE FOOD (2.9%) Campbell Soup Co. 5.50%, due 3/15/07 $ 3,405,000 $ 3,432,993 6.75%, due 2/15/11 2,650,000 2,853,610 General Mills, Inc. 5.125%, due 2/15/07 437,000 437,581 Kellogg Co. 6.60%, due 4/1/11 4,500,000 4,820,558 Nabisco, Inc. 7.05%, due 7/15/07 2,028,000 2,096,960 7.55%, due 6/15/15 5,000,000 5,814,065 Sara Lee Corp. 6.00%, due 1/15/08 1,048,000 1,065,986 Sysco International Co. 6.10%, due 6/1/12 3,060,000 3,240,699 Unilever Capital Corp. 6.875%, due 11/1/05 961,000 961,000 7.125%, due 11/1/10 5,700,000 6,235,549 -------------- 30,959,001 -------------- HEALTH CARE--PRODUCTS (0.2%) Johnson & Johnson 6.625%, due 9/1/09 2,371,000 2,527,287 -------------- INSURANCE (0.5%) Allstate Corp. (The) 7.20%, due 12/1/09 1,900,000 2,048,352 John Hancock Financial Services, Inc. 5.625%, due 12/1/08 2,640,000 2,695,055 Loews Corp. 6.75%, due 12/15/06 437,000 444,038 -------------- 5,187,445 -------------- MACHINERY--CONSTRUCTION & MINING (0.8%) Caterpillar, Inc. 6.55%, due 5/1/11 3,915,000 4,211,193 7.25%, due 9/15/09 4,347,000 4,686,662 -------------- 8,897,855 -------------- MACHINERY--DIVERSIFIED (0.4%) Deere & Co. 7.85%, due 5/15/10 3,608,000 4,025,052 -------------- MEDIA (0.2%) Gannett Co., Inc. 5.50%, due 4/1/07 437,000 441,230 6.375%, due 4/1/12 2,095,000 2,227,337 -------------- 2,668,567 -------------- MISCELLANEOUS--MANUFACTURING (0.7%) Honeywell International, Inc. 7.50%, due 3/1/10 3,485,000 3,832,740 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 213 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> PRINCIPAL AMOUNT VALUE CORPORATE BONDS (CONTINUED) - -------------------------------------------------------------------------------- MISCELLANEOUS--MANUFACTURING (CONTINUED) Illinois Tool Works, Inc. 5.75%, due 3/1/09 $ 3,090,000 $ 3,181,958 -------------- 7,014,698 -------------- OFFICE & BUSINESS EQUIPMENT (0.1%) Pitney Bowes, Inc. 5.875%, due 5/1/06 1,131,000 1,136,213 -------------- OIL & GAS (1.3%) ChevronTexaco Capital Co. 3.50%, due 9/17/07 706,000 691,307 ConocoPhillips 6.375%, due 3/30/09 2,160,000 2,264,706 8.75%, due 5/25/10 4,000,000 4,620,680 ConocoPhillips Holding Co. 6.35%, due 4/15/09 3,000,000 3,160,650 Texaco Capital, Inc. 5.50%, due 1/15/09 2,000,000 2,063,088 Tosco Corp. 7.25%, due 1/1/07 874,000 897,305 -------------- 13,697,736 -------------- PHARMACEUTICALS (0.5%) Abbott Laboratories 5.625%, due 7/1/06 874,000 880,279 6.40%, due 12/1/06 1,500,000 1,525,614 Eli Lilly & Co. 5.50%, due 7/15/06 655,000 659,161 Pharmacia Corp. 5.875%, due 12/1/08 437,000 450,332 Warner-Lambert Co. 6.00%, due 1/15/08 2,218,000 2,274,042 -------------- 5,789,428 -------------- RETAIL (2.2%) Home Depot, Inc. (The) 5.375%, due 4/1/06 1,118,000 1,121,216 Kohl's Corp. 6.30%, due 3/1/11 612,000 642,249 Target Corp. 5.375%, due 6/15/09 2,706,000 2,747,453 5.40%, due 10/1/08 1,700,000 1,726,534 5.50%, due 4/1/07 2,179,000 2,201,276 5.95%, due 5/15/06 306,000 307,893 7.50%, due 8/15/10 3,034,000 3,360,222 Wal-Mart Stores, Inc. V 6.875%, due 8/10/09 10,088,000 10,764,431 7.25%, due 6/1/13 349,000 396,965 -------------- 23,268,239 -------------- </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE SAVINGS & LOANS (0.1%) Atlantic Richfield Co. 5.90%, due 4/15/09 $ 1,000,000 $ 1,037,073 -------------- SOFTWARE (0.4%) First Data Corp. 5.625%, due 11/1/11 661,000 677,003 5.80%, due 12/15/08 1,725,000 1,773,667 6.375%, due 12/15/07 2,133,000 2,196,809 -------------- 4,647,479 -------------- TELECOMMUNICATIONS (1.9%) ALLTEL Corp. 7.00%, due 7/1/12 3,000,000 3,274,203 Ameritech Capital Funding Corp. 6.15%, due 1/15/08 1,916,000 1,958,269 BellSouth Capital Funding Corp. 7.75%, due 2/15/10 4,500,000 4,939,200 BellSouth Corp. 6.00%, due 10/15/11 2,000,000 2,070,890 BellSouth Telecommunications, Inc. 5.875%, due 1/15/09 262,000 268,003 GTE North, Inc. 6.375%, due 2/15/10 437,000 446,411 New York Telephone Co. 6.125%, due 1/15/10 874,000 879,614 Pacific Bell 6.875%, due 8/15/06 437,000 444,198 Southwestern Bell Telephone Corp. 6.375%, due 11/15/07 87,000 89,257 6.625%, due 7/15/07 1,100,000 1,128,753 Verizon Communications, Inc. 6.50%, due 9/15/11 5,000,000 5,161,740 -------------- 20,660,538 -------------- TEXTILES (0.3%) Cintas Corp. No. 2 6.00%, due 6/1/12 3,095,000 3,247,531 -------------- TRANSPORTATION (0.0%)++ Navigator Gas Transport PLC 10.50%, due 6/30/07 (b)(f) 89,000 97,010 -------------- Total Corporate Bonds (Cost $417,183,902) 408,042,331 -------------- </Table> 214 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> PRINCIPAL AMOUNT VALUE FEDERAL AGENCIES (1.2%) - -------------------------------------------------------------------------------- FEDERAL FARM CREDIT BANK (0.1%) 2.25%, due 9/1/06 $ 437,000 $ 428,961 3.47%, due 10/3/07 437,000 427,581 3.80%, due 9/4/07 437,000 430,514 3.875%, due 5/7/10 655,000 631,123 -------------- 1,918,179 -------------- FEDERAL HOME LOAN BANK (0.4%) 2.50%, due 3/15/06 875,000 869,250 3.375%, due 2/15/08 440,000 427,304 3.50%, due 2/11/08 875,000 848,905 3.75%, due 4/1/10 655,000 628,656 3.875%, due 2/12/10 220,000 212,576 6.21%, due 12/3/07 440,000 453,356 -------------- 3,440,047 -------------- FEDERAL HOME LOAN MORTGAGE CORPORATION (0.0%)++ 3.25%, due 3/14/08 437,000 421,843 -------------- FEDERAL HOME LOAN MORTGAGE CORPORATION (COLLATERALIZED MORTGAGE OBLIGATIONS) (0.3%) Series 2734, Class JC 3.50%, due 11/15/23 1,218,811 1,190,511 Series 2579, Class PG 4.00%, due 3/15/27 254,247 252,005 Series 2719, Class WB 4.50%, due 8/15/21 1,030,211 978,783 Series 2589, Class GD 5.00%, due 9/15/28 437,000 435,236 Series 2600, Class MJ 5.00%, due 9/15/29 437,000 427,705 -------------- 3,284,240 -------------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (0.1%) 4.308%, due 2/17/09 (e) 874,000 874,253 -------------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (COLLATERALIZED MORTGAGE OBLIGATIONS) (0.2%) Series 2003-17, Class QT 5.00%, due 8/25/27 1,031,000 1,024,344 Series 2003-32, Class PG 5.00%, due 10/25/27 437,000 431,608 -------------- 1,455,952 -------------- </Table> <Table> <Caption> PRINCIPAL AMOUNT VALUE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (COLLATERALIZED MORTGAGE OBLIGATIONS) (0.1%) Series 2003-19, Class BE 4.50%, due 11/20/28 $ 243,203 $ 242,079 Series 2003-50, Class PC 5.50%, due 3/16/32 874,000 870,586 -------------- 1,112,665 -------------- Total Federal Agencies (Cost $12,864,537) 12,507,179 -------------- Total Long-Term Bonds (Cost $430,061,764) 420,549,528 -------------- <Caption> SHARES COMMON STOCKS (59.1%) - -------------------------------------------------------------------------------- AGRICULTURE (1.5%) Altria Group, Inc. 125,045 9,384,627 UST, Inc. (g) 155,451 6,434,117 -------------- 15,818,744 -------------- AUTO MANUFACTURERS (0.6%) Ford Motor Co. 833,372 6,933,655 -------------- AUTO PARTS & EQUIPMENT (0.6%) Lear Corp. (g) 200,032 6,092,975 -------------- BANKS (3.7%) Comerica, Inc. 123,603 7,141,781 Commerce Bancshares, Inc. 129,587 6,884,957 KeyCorp 56,173 1,811,018 M&T Bank Corp. 69,592 7,486,707 State Street Corp. 108,387 5,986,214 TCF Financial Corp. 248,899 6,745,163 U.S. Bancorp 140,674 4,161,137 -------------- 40,216,977 -------------- BEVERAGES (0.5%) PepsiAmericas, Inc. 221,246 5,159,457 -------------- BIOTECHNOLOGY (0.1%) Biogen Idec, Inc. (a)(g) 30,653 1,245,431 -------------- BUILDING MATERIALS (0.0%)++ Masco Corp. 10,444 297,654 -------------- COMMERCIAL SERVICES (0.6%) Equifax, Inc. 190,325 6,560,503 -------------- </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 215 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- COMPUTERS (0.2%) Hewlett-Packard Co. 89,955 $ 2,522,338 -------------- DIVERSIFIED FINANCIAL SERVICES (8.0%) A.G. Edwards, Inc. 116,075 4,912,294 AmeriCredit Corp. (a) 271,666 6,071,735 Bear Stearns Cos., Inc. (The) 71,072 7,519,418 CIT Group, Inc. 139,464 6,377,689 V Citigroup, Inc. 273,624 12,526,507 V Freddie Mac 162,679 9,980,357 Friedman, Billings, Ramsey Group, Inc. Class A (g) 173,345 1,537,570 Janus Capital Group, Inc. (g) 96,592 1,695,190 V Lehman Brothers Holdings, Inc. (g) 84,295 10,087,583 V Merrill Lynch & Co., Inc. 200,037 12,950,395 V Morgan Stanley 221,325 12,042,293 -------------- 85,701,031 -------------- ELECTRIC (4.0%) American Electric Power Co., Inc. 201,014 7,630,491 DPL, Inc. 246,987 6,364,855 Edison International 173,320 7,584,483 Entergy Corp. 110,024 7,780,897 NRG Energy, Inc. (a)(g) 145,551 6,260,149 Reliant Energy, Inc. (a) 461,707 5,863,679 Wisconsin Energy Corp. 32,173 1,217,105 -------------- 42,701,659 -------------- ELECTRICAL COMPONENTS & EQUIPMENT (0.6%) Energizer Holdings, Inc. (a) 119,673 6,042,290 -------------- ENVIRONMENTAL CONTROL (0.7%) Republic Services, Inc. 197,223 6,971,833 -------------- FOOD (0.9%) Hershey Co. (The) 112,143 6,373,087 Tyson Foods, Inc. Class A 185,246 3,297,379 -------------- 9,670,466 -------------- HEALTH CARE--SERVICES (1.3%) Aetna, Inc. 81,473 7,215,249 Community Health Systems, Inc. (a) 111,488 4,137,320 Humana, Inc. (a)(g) 57,600 2,556,864 Skilled Healthcare Group, Inc. (a)(d)(h)(i) 27 432 -------------- 13,909,865 -------------- </Table> <Table> <Caption> SHARES VALUE HOME BUILDERS (0.8%) Meritage Homes Corp. (a) 71,199 $ 4,433,562 Ryland Group, Inc. 58,470 3,935,031 -------------- 8,368,593 -------------- INSURANCE (10.3%) Alleghany Corp. (a) 6,831 2,056,131 Allmerica Financial Corp. (a) 167,438 6,379,388 Allstate Corp. (The) 186,908 9,866,873 American National Insurance Co. 29,728 3,505,823 AmerUs Group Co. 116,324 6,877,075 CIGNA Corp. 68,029 7,882,520 Jefferson-Pilot Corp. (g) 137,063 7,522,017 Lincoln National Corp. 143,950 7,285,309 MetLife, Inc. 173,775 8,586,223 MGIC Investment Corp. (g) 99,924 5,919,498 Old Republic International Corp. 263,717 6,832,907 Progressive Corp. (The) 62,957 7,291,050 V Prudential Financial, Inc. 146,061 10,631,780 Radian Group, Inc. 24,046 1,252,797 SAFECO Corp. 131,874 7,345,382 StanCorp Financial Group, Inc. 79,874 7,356,395 Torchmark Corp. 80,935 4,275,796 -------------- 110,866,964 -------------- INTERNET (0.0%)++ Globix Corp. (a)(d)(h)(i) 2,795 3,815 -------------- MACHINERY--DIVERSIFIED (0.0%)++ MMH Holdings, Inc. (a)(d)(h)(i) 197 1,044 -------------- MEDIA (3.1%) Clear Channel Communications, Inc. 238,753 7,262,866 Comcast Corp. Class A (a)(g) 307,025 8,544,506 Liberty Media Corp. Class A (a) 980,731 7,816,426 V Viacom, Inc. Class B 321,480 9,956,236 -------------- 33,580,034 -------------- OIL & GAS (7.2%) Amerada Hess Corp. 60,223 7,533,897 Anadarko Petroleum Corp. 97,566 8,850,212 Apache Corp. 116,051 7,407,535 Burlington Resources, Inc. 128,311 9,266,620 Chevron Corp. 131,133 7,483,760 ConocoPhillips 12,522 818,688 V ExxonMobil Corp. 517,417 29,047,790 Sunoco, Inc. 90,068 6,710,066 -------------- 77,118,568 -------------- </Table> 216 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> <Caption> SHARES VALUE COMMON STOCKS (CONTINUED) - -------------------------------------------------------------------------------- PHARMACEUTICALS (2.2%) AmerisourceBergen Corp. 90,742 $ 6,920,892 V Merck & Co., Inc. 381,954 10,778,742 Pfizer, Inc. 286,400 6,226,336 -------------- 23,925,970 -------------- PIPELINES (1.1%) Equitable Resources, Inc. (g) 171,364 6,623,219 Kinder Morgan, Inc. (g) 10,149 922,544 Williams Cos., Inc. (The) 206,195 4,598,148 -------------- 12,143,911 -------------- REAL ESTATE (2.1%) Annaly Mortgage Management, Inc. (g) 534,083 6,131,273 Crescent Real Estate Equities Co. 209,412 4,177,769 Equity Office Properties Trust 225,144 6,934,435 New Century Financial Corp. (g) 180,066 5,558,637 -------------- 22,802,114 -------------- RETAIL (2.9%) AutoNation, Inc. (a) 329,644 6,553,323 Circuit City Stores, Inc. 353,953 6,296,824 Dillard's, Inc. Class A 301,473 6,243,506 Federated Department Stores, Inc. 127,199 7,806,203 Sears Holdings Corp. (a)(g) 32,086 3,858,342 -------------- 30,758,198 -------------- SAVINGS & LOANS (0.0%)++ Washington Mutual, Inc. 12,277 486,169 -------------- SEMICONDUCTORS (0.7%) Freescale Semiconductor, Inc. Class B (a) 300,492 7,175,749 -------------- TELECOMMUNICATIONS (1.4%) Alltel Corp. (g) 130,288 8,059,616 CenturyTel, Inc. (g) 199,255 6,521,616 ICO Global Communications Holdings Ltd. (a)(h) 371 1,494 -------------- 14,582,726 -------------- THRIFTS & MORTGAGE FINANCE (0.7%) Astoria Financial Corp. 257,147 7,187,259 -------------- </Table> <Table> <Caption> SHARES VALUE TOBACCO (0.0%)++ North Atlantic Trading Co., Inc. (a)(d)(h)(i) 130 $ 1 -------------- TOYS, GAMES & HOBBIES (0.6%) Mattel, Inc. 422,144 6,226,624 -------------- TRANSPORTATION (2.1%) Burlington Northern Santa Fe Corp. 148,544 9,218,641 CSX Corp. 8,637 395,661 Laidlaw International, Inc. 278,593 6,335,205 Swift Transportation Co., Inc. (a) 372,621 6,800,333 -------------- 22,749,840 -------------- TRUCKING & LEASING (0.6%) GATX Corp. 175,376 6,553,801 -------------- Total Common Stocks (Cost $604,170,553) 634,376,258 -------------- CONVERTIBLE PREFERRED STOCK (0.0%)++ - -------------------------------------------------------------------------------- INTERNET (0.0%)++ Globix Corp. 11.00% (a)(d)(h) 1,182 1,729 -------------- Total Convertible Preferred Stock (Cost $3,240) 1,729 -------------- PREFERRED STOCK (0.0%)++ - -------------------------------------------------------------------------------- TRANSPORTATION (0.0%)++ Pacific & Atlantic Holdings, Inc. 7.50% (d)(h) 1,119 11 -------------- Total Preferred Stock (Cost $0) (l) 11 -------------- INVESTMENT COMPANY (0.5%) - -------------------------------------------------------------------------------- iShares Russell 1000 Index Fund (j) 80,000 5,233,600 -------------- Total Investment Company (Cost $5,134,232) 5,233,600 -------------- </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 217 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 (CONTINUED) <Table> <Caption> NUMBER OF WARRANTS VALUE WARRANT (0.0%)++ - -------------------------------------------------------------------------------- TELECOMMUNICATIONS (0.0%)++ UbiquiTel, Inc. Strike Price $22.74 Expire 4/15/10 (a)(f)(h) 65 $ 1 -------------- Total Warrant (Total Cost $3,574) 1 -------------- <Caption> PRINCIPAL AMOUNT SHORT-TERM INVESTMENTS (5.9%) - -------------------------------------------------------------------------------- CERTIFICATE OF DEPOSIT (0.5%) Skandinaviska Enskilda Banken AB 4.082%, due 2/22/06 (e)(k) $ 5,203,603 5,203,603 -------------- Total Certificate of Deposit (Cost $5,203,603) 5,203,603 -------------- COMMERCIAL PAPER (0.3%) Falcon Asset Securitization Corp. 4.026%, due 12/2/05 (k) 3,399,514 3,399,514 -------------- Total Commercial Paper (Cost $3,399,514) 3,399,514 -------------- <Caption> SHARES INVESTMENT COMPANY (0.9%) BGI Institutional Money Market Fund (k) 9,588,636 9,588,636 -------------- Total Investment Company (Cost $9,588,636) 9,588,636 -------------- <Caption> PRINCIPAL AMOUNT VALUE TIME DEPOSITS (4.2%) Bank of the West (The) 4.02%, due 12/8/05 (k) $ 6,938,137 $ 6,938,137 Barclays 3.92%, due 12/5/05 (k) 3,469,068 3,469,068 3.94%, due 11/28/05 (k) 3,469,068 3,469,068 Credit Suisse First Boston Corp. 3.74%, due 11/1/05 (k) 5,203,603 5,203,603 Deutsche Bank 3.95%, due 12/2/05 (k) 3,469,068 3,469,068 First Tennessee National Corp. 3.88%, due 11/14/05 (k) 3,469,068 3,469,068 HBOS Halifax Bank of Scotland 3.75%, due 11/1/05 (k) 3,469,068 3,469,068 Marshall & Ilsley Bank 3.97%, due 12/29/05 (k) 3,469,068 3,469,068 Societe Generale 3.77%, due 11/1/05 (k) 5,203,603 5,203,603 UBS AG 4.01%, due 12/13/05 (k) 3,469,069 3,469,069 Wells Fargo & Co. 4.00%, due 11/25/05 (k) 3,469,069 3,469,069 -------------- Total Time Deposits (Cost $45,097,889) 45,097,889 -------------- Total Short-Term Investments (Cost $63,289,642) 63,289,642 -------------- Total Investments (Cost $1,102,663,005) (m) 104.7% 1,123,450,769(n) Liabilities in Excess of Cash and Other Assets (4.7) (50,639,115) ----------- -------------- Net Assets 100.0% $1,072,811,654 =========== ============== </Table> 218 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. <Table> ++ Less than one tenth of a percent. (a) Non-income producing security. (b) Issue in default. (c) Issuer in bankruptcy. (d) Fair valued security. The total market value of these securities at October 31, 2005 is $7,050, which reflects less than one tenth of a percent of the Fund's net assets. (e) Floating rate. Rate shown is the rate in effect at October 31, 2005. (f) May be sold to institutional investors only. (g) Represents security, or a portion thereof, which is out on loan. (h) Illiquid security. The total market value of these securities at October 31, 2005 is $8,527, which represents less than one tenth of a percent of the Fund's net assets. (i) Restricted security. (j) Exchange Traded Fund--represents a basket of securities that are traded on an exchange. (k) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan. (l) Less than one dollar. (m) The cost for federal income tax purposes is $1,103,974,991. (n) At October 31, 2005 net unrealized appreciation was $19,475,778, based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $52,600,760 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $33,124,982. </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 219 STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in securities, at value (identified cost $1,102,663,005) including $61,269,902 market value of securities loaned $1,123,450,769 Cash 10,122,258 Receivables: Dividends and interest 7,172,082 Fund shares sold 4,609,227 Other assets 77,867 -------------- Total assets 1,145,432,203 -------------- LIABILITIES: Securities lending collateral 63,289,642 Payables: Investment securities purchased 5,959,960 Fund shares redeemed 1,678,634 Manager 757,829 NYLIFE Distributors 351,797 Transfer agent 331,671 Shareholder communication 130,672 Custodian 12,580 Accrued expenses 107,764 -------------- Total liabilities 72,620,549 -------------- Net assets $1,072,811,654 ============== COMPOSITION OF NET ASSETS: Capital stock (par value of $.01 per share) 1 billion shares authorized Class A $ 114,308 Class B 76,782 Class C 52,659 Class I 100,087 Class R1 28,743 Class R2 26,344 Additional paid-in capital 1,001,691,398 Accumulated undistributed net investment income 513,722 Accumulated undistributed net realized gain on investments 49,419,847 Net unrealized appreciation on investments 20,787,764 -------------- Net assets $1,072,811,654 ============== CLASS A Net assets applicable to outstanding shares $ 307,537,831 ============== Shares of capital stock outstanding 11,430,786 ============== Net asset value per share outstanding $ 26.90 Maximum sales charge (5.50% of offering price) 1.57 -------------- Maximum offering price per share outstanding $ 28.47 ============== CLASS B Net assets applicable to outstanding shares $ 206,074,130 ============== Shares of capital stock outstanding 7,678,226 ============== Net asset value and offering price per share outstanding $ 26.84 ============== CLASS C Net assets applicable to outstanding shares $ 141,278,922 ============== Shares of capital stock outstanding 5,265,948 ============== Net asset value and offering price per share outstanding $ 26.83 ============== CLASS I Net assets applicable to outstanding shares $ 269,652,085 ============== Shares of capital stock outstanding 10,008,674 ============== Net asset value and offering price per share outstanding $ 26.94 ============== CLASS R1 Net assets applicable to outstanding shares $ 77,396,534 ============== Shares of capital stock outstanding 2,874,292 ============== Net asset value and offering price per share outstanding $ 26.93 ============== CLASS R2 Net assets applicable to outstanding shares $ 70,872,152 ============== Shares of capital stock outstanding 2,634,433 ============== Net asset value and offering price per share outstanding $ 26.90 ============== </Table> 220 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $ 13,018,740 Dividends (a) 8,102,977 Income from securities loaned--net 87,526 ------------ Total income 21,209,243 ------------ EXPENSES: Manager 6,023,561 Distribution--Class B 1,149,517 Distribution--Class C 626,232 Distribution/Service--Class A 547,342 Service--Class B 383,172 Service--Class C 208,744 Distribution/Service--Class R2 117,266 Transfer agent--Classes A, B and C 1,084,086 Transfer agent--Classes I, R1 and R2 96,232 Professional 176,202 Shareholder communication 173,012 Registration 126,590 Shareholder service--Class R1 61,395 Shareholder service--Class R2 46,906 Custodian 73,909 Directors 57,395 Miscellaneous 83,966 ------------ Total expenses before waiver 11,035,527 Expense waiver from Manager (2,296) ------------ Net expenses 11,033,231 ------------ Net investment income 10,176,012 ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain on investments 49,334,339 Net change in unrealized appreciation on investments (13,294,038) ------------ Net realized and unrealized gain on investments 36,040,301 ------------ Net increase in net assets resulting from operations $ 46,216,313 ============ </Table> (a) Dividends recorded net of foreign withholding taxes in the amount of $17,209. The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 221 STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, 2005 AND OCTOBER 31, 2004 <Table> <Caption> 2005 2004 INCREASE IN NET ASSETS: Operations: Net investment income $ 10,176,012 $ 3,066,558 Net realized gain on investments 49,334,339 8,778,292 Net change in unrealized appreciation on investments (13,294,038) 6,424,053 ------------------------------ Net increase in net assets resulting from operations 46,216,313 18,268,903 ------------------------------ Dividends and distributions to shareholders: From net investment income: Class A (2,660,744) (495,967) Class B (832,311) (103,798) Class C (471,286) (48,808) Class I (3,761,336) (2,238,037) Class R1 (976,758) (89,919) Class R2 (577,711) (49,362) Service Class -- (75,512) From net realized gain on investments: Class A (2,279,721) -- Class B (1,382,400) -- Class C (683,366) (5,621) Class I (3,562,351) (2,044,047) Class R1 (760,703) -- Class R2 (418,441) -- Service Class -- (294,664) ------------------------------ Total dividends and distributions to shareholders (18,367,128) (5,445,735) ------------------------------ Capital share transactions: Net proceeds from sale of shares: Class A 215,741,323 119,218,441 Class B 117,703,587 64,952,107 Class C 118,059,512 29,648,295 Class I 125,506,409 102,363,134 Class R1 53,826,419 31,166,617 Class R2 82,957,162 23,330,209 Service Class -- 5,402,469 Net asset value of shares issued in connection with acquisition of MainStay Strategic Value Fund: Class A 15,888,219 -- Class B 37,464,604 -- Class C 1,601,141 -- </Table> <Table> <Caption> 2005 2004 Net asset value of shares issued to shareholders in reinvestment of dividends and distributions: Class A $ 4,224,161 $ 447,244 Class B 2,015,263 93,737 Class C 867,629 44,557 Class I 7,213,127 4,254,868 Class R1 1,737,461 89,919 Class R2 996,137 49,362 Service Class -- 369,947 ------------------------------ 785,802,154 381,430,906 Cost of shares redeemed: Class A (43,786,775) (13,522,006) Class B (18,580,184) (2,986,885) Class C (10,546,082) (1,162,214) Class I (54,517,852) (82,099,674) Class R1 (10,443,471) (1,588,939) Class R2 (33,381,158) (4,378,134) Service Class -- (25,174,517) ------------------------------ (171,255,522) (130,912,369) Increase in net assets derived from capital share transactions 614,546,632 250,518,537 ------------------------------ Net increase in net assets 642,395,817 263,341,705 NET ASSETS: Beginning of year 430,415,837 167,074,132 ------------------------------ End of year $1,072,811,654 $ 430,415,837 ============================== Accumulated undistributed (distributions in excess of) net investment income at end of year $ 513,722 $ (5,773) ============================== </Table> 222 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. This page intentionally left blank www.MAINSTAYfunds.com 223 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B ---------------------------- ---------------------------- JANUARY 2, JANUARY 2, YEAR 2004** YEAR 2004** ENDED THROUGH ENDED THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2004 2005 2004 Net asset value at beginning of period $ 25.41 $ 24.45 $ 25.37 $ 24.46 ----------- ----------- ----------- ----------- Net investment income 0.35 0.19 0.18 0.08 Net realized and unrealized gain on investments 1.91 0.96 1.89 0.93 ----------- ----------- ----------- ----------- Total from investment operations 2.26 1.15 2.07 1.01 ----------- ----------- ----------- ----------- Less dividends and distributions: From net investment income (0.31) (0.19) (0.14) (0.10) From net realized gain on investments (0.46) -- (0.46) -- ----------- ----------- ----------- ----------- Total dividends and distributions (0.77) (0.19) (0.60) (0.10) ----------- ----------- ----------- ----------- Net asset value at end of period $ 26.90 $ 25.41 $ 26.84 $ 25.37 =========== =========== =========== =========== Total investment return (a) 8.96% 4.70%(b) 8.19% 4.13%(b) Ratios (to average net assets)/ Supplemental Data: Net investment income 1.32% 0.99%+ 0.57% 0.24%+ Net expenses 1.32% 1.34%+# 2.07% 2.09%+# Expenses (before waiver) 1.32% 1.34%+# 2.07% 2.09%+# Portfolio turnover rate 93% 42% 93% 42% Net assets at end of period (in 000's) $307,538 $108,204 $206,074 $62,931 <Caption> CLASS C ---------------------------------------------- DECEMBER 30, YEAR 2002** ENDED THROUGH OCTOBER 31, OCTOBER 31, 2005 2004 2003 Net asset value at beginning of period $ 25.37 $ 24.08 $20.27 ----------- ----------- ------------ Net investment income 0.17 0.13 0.15(f) Net realized and unrealized gain on investments 1.89 1.62 3.76 ----------- ----------- ------------ Total from investment operations 2.06 1.75 3.91 ----------- ----------- ------------ Less dividends and distributions: From net investment income (0.14) (0.14) (0.10) From net realized gain on investments (0.46) (0.32) -- ----------- ----------- ------------ Total dividends and distributions (0.60) (0.46) (0.10) ----------- ----------- ------------ Net asset value at end of period $ 26.83 $ 25.37 $24.08 =========== =========== ============ Total investment return (a) 8.15% 7.30% 19.32%(b) Ratios (to average net assets)/ Supplemental Data: Net investment income 0.57% 0.24% 0.78%+ Net expenses 2.07% 2.09%# 1.98%+# Expenses (before waiver) 2.07% 2.09%# 2.03%+# Portfolio turnover rate 93% 42% 51% Net assets at end of period (in 000's) $141,279 $29,301 $ 372 </Table> <Table> * The Fund changed its fiscal year end from December 31 to October 31. ** Commencement of operations. # Includes transfer agent fees paid indirectly which amounted to 0.02%, 0.05%, 0.02% and 0.09% of average net assets for the years or periods ended October 31, 2004, October 31, 2003, October 31, 2002 and October 31, 2001, respectively, and custodian fees and other expenses paid indirectly which amounted to 0.01% of average net assets for the year ended December 31, 2000. + Annualized. (a) Total return is calculated exclusive of sales charges. Class I, Class R1 and Class R2 are not subject to sales charges. (b) Total return is not annualized. (c) Less than one cent per share. (d) Restated. (e) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium on debt securities. The effect of this change for the ten months ended October 31, 2001 is shown below. Per share ratios and supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation. </Table> <Table> <Caption> CLASS I ----------- Decrease net investment income ($0.02) Increase net realized and unrealized gains and losses 0.02 Decrease ratio of net investment income (0.09%) </Table> <Table> (f) Per share data based on average share outstanding during the period. </Table> 224 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS I - ----------------------------------------------------------------------------------------- JANUARY 1 2001* THROUGH YEAR ENDED YEAR ENDED OCTOBER 31, OCTOBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 2000 $ 25.43 $ 24.07 $ 20.41 $ 20.78 $ 20.82 $ 19.53 -------- -------- -------- ------- ----------- ------------ 0.45 0.34 0.38(f) 0.48 0.45 (e) 0.55 1.94 1.68 3.67 0.00(c) (0.08)(e) 1.29 -------- -------- -------- ------- ----------- ------------ 2.39 2.02 4.05 0.48 0.37 1.84 -------- -------- -------- ------- ----------- ------------ (0.42) (0.34) (0.39) (0.44) (0.41) (0.55) (0.46) (0.32) -- (0.41) -- -- -------- -------- -------- ------- ----------- ------------ (0.88) (0.66) (0.39) (0.85) (0.41) (0.55) -------- -------- -------- ------- ----------- ------------ $ 26.94 $ 25.43 $ 24.07 $ 20.41 $ 20.78 $ 20.82 ======== ======== ======== ======= =========== ============ 9.46% 8.45% 20.13% 2.18% 1.80%(b) 9.64% 1.77% 1.42% 1.78% 2.30% 2.59%+(e) 2.77% 0.86% 0.91%# 0.99%# 0.96%# 1.03%+#(d) 0.95%# 0.86% 0.91%# 1.03%# 1.02%# 1.05%+#(d) 0.95%# 93% 42% 51% 62% 48% 73% $269,652 $180,262 $147,519 $83,906 $64,086 $65,309 </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 225 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS R1 CLASS R2 ---------------------------- ---------------------------- JANUARY 2, YEAR 2004** YEAR JANUARY 2, ENDED THROUGH ENDED 2004** OCTOBER 31, OCTOBER 31, OCTOBER 31, THROUGH 2005 2004 2005 OCTOBER 31, Net asset value at beginning of period $ 25.43 $ 24.45 $ 25.41 $ 24.45 ----------- ----------- ----------- ----------- Net investment income 0.43 0.23 0.39 0.18 Net realized and unrealized gain on investments 1.93 0.98 1.90 0.97 ----------- ----------- ----------- ----------- Total from investment operations 2.36 1.21 2.29 1.15 ----------- ----------- ----------- ----------- Less dividends and distributions: From net investment income (0.40) (0.23) (0.34) (0.19) From net realized gain on investments (0.46) -- (0.46) -- ----------- ----------- ----------- ----------- Total dividends and distributions (0.86) (0.23) (0.80) (0.19) =========== =========== =========== =========== Net asset value at end of period $ 26.93 $ 25.43 $ 26.90 $ 25.41 =========== =========== =========== =========== Total investment return (a) 9.33% 4.96%(b) 9.05% 4.71%(b) Ratios (to average net assets)/Supplemental Data: Net investment income 1.68% 1.32%+ 1.43% 1.07%+ Net expenses 0.96% 1.01%+# 1.21% 1.26%+# Expenses (before waiver) 0.96% 1.01%+# 1.21% 1.26%+# Portfolio turnover rate 93% 42% 93% 42% Net assets at end of period (in 000's) $77,397 $30,394 $70,872 $19,324 </Table> 226 MainStay Balanced Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. MAINSTAY CONSERVATIVE ALLOCATION FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -3.15% Excluding sales charges 2.49 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY LEHMAN BROTHERS CONSERVATIVE CONSERVATIVE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 9450 10000 10000 10000 10000 10/31/05 9685 10246 10365 10731 10129 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -2.98% Excluding sales charges 2.02 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY LEHMAN BROTHERS CONSERVATIVE CONSERVATIVE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 9702 10246 10365 10731 10129 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges 1.02% Excluding sales charges 2.02 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY LEHMAN BROTHERS CONSERVATIVE CONSERVATIVE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 10102 10246 10365 10731 10129 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume Class A shares are sold with a maximum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The Manager has contractually agreed to limit the Fund's total fund operating expenses through October 31, 2005. There is no guarantee that the contractual waiver will continue after that date. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 227 CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- 2.57% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY LEHMAN BROTHERS CONSERVATIVE CONSERVATIVE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 10257 10246 10365 10731 10129 </Table> <Table> <Caption> SINCE BENCHMARK PERFORMANCE INCEPTION - ------------------------------------------------ Conservative Allocation Benchmark(1) 2.46% S&P 500(R) Index(2) 3.65 MSCI EAFE(R) Index(3) 7.31 Lehman Brothers(R) Aggregate Bond Index(4) 1.29 </Table> 1. The Conservative Allocation Benchmark was built using different weightings from three well-known indices that represent three asset classes. U.S. stocks (35% weighted) are represented by the S&P 500(R) Index, international stocks (5% weighted) are represented by Morgan Stanley Capital International Europe, Australasia, and Far East Index--the MSCI EAFE(R) Index--and U.S. bonds (60% weighted) are represented by the Lehman Brothers(R) Aggregate Bond Index. Results for all indices assume that all income and capital gains are reinvested in the index or indices that produce them. An investment cannot be made directly into an index or a benchmark. 2. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Morgan Stanley Capital International Europe, Australasia, and Far East Index--the MSCI EAFE(R) Index--is an unmanaged index that is considered to be representative of the international stock market. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 4. The Lehman Brothers(R) Aggregate Bond Index is an unmanaged index that includes the following other unmanaged Lehman Brothers(R) indices: the Government Index, Corporate Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index. To qualify for inclusion in the Lehman Brothers(R) Aggregate Bond Index, securities must be U.S. dollar denominated and investment grade and have a fixed-rate coupon, a remaining maturity of at least one year, and a par amount outstanding of at least $150 million. Results assume reinvestment of all income and capital gains. The Lehman Brothers(R) Aggregate Bond Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 228 MainStay Conservative Allocation Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY CONSERVATIVE ALLOCATION FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/30/05 PERIOD ACTUAL EXPENSES) PERIOD CLASS A SHARES $1,000.00 $1,035.00 $3.08 $1,022.00 $3.06 - ------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,031.45 $6.91 $1,018.25 $6.87 - ------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,031.45 $6.91 $1,018.25 $6.87 - ------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,036.15 $1.28 $1,023.75 $1.28 - ------------------------------------------------------------------------------------------------------------------------- </Table> 2. Expenses are equal to the Fund's annualized expense ratio of each class (0.60% for Class A, 1.35% for Class B and Class C, and 0.25% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the since-inception period). www.MAINSTAYfunds.com 229 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Affiliated Investment Companies 99.0 Cash and Other Assets (less liabilities) 1.0 </Table> See Portfolio of Investments on page 234 for specific holdings within these categories. 230 MainStay Conservative Allocation Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Tony Elavia and Devon McCormick, CFA, of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? MainStay Conservative Allocation Fund seeks to achieve its investment objective by investing in a variety of other MainStay Funds, known as Underlying Funds. A two-stage asset-allocation process includes deciding how much to invest in broad asset classes and how much to invest in specific Underlying Funds. Normally the Fund invests approximately 60% (within a range of 50% to 70%) of its assets in Underlying Fixed-Income Funds and approximately 40% (within a range of 30% to 50%) of its assets in Underlying Equity Funds. The Fund's fixed-income component may include a money-market component. For cash management purposes, the Fund may hold a portion of its assets directly in U.S. government securities, money-market funds, cash, or cash equivalents. The Underlying Funds use a broad array Fund of investment styles; may invest in a wide variety of equity securities, fixed-income securities, or both; and carry different types and degrees of risk. Some Underlying Funds may invest in foreign securities. The Fund uses a proprietary model to determine asset allocations. The Fund commenced operations on April 4, 2005. WHAT MARKET CONDITIONS AFFECTED THE FUND'S PERFORMANCE DURING THE PERIOD FROM APRIL 4 THROUGH OCTOBER 31, 2005? The stock and bond markets generated mixed returns during the reporting period. The major stock-market indexes had negative returns in April and October 2005, but provided positive results for most of the months in between. Mid-capitalization stocks provided the strongest overall returns, followed by small-caps and then large-cap stocks. In general, international stocks outperformed their U.S. counterparts. In the wake of continued interest-rate increases by the Federal Open Market Committee, bond-market performance was mixed and generally down for the reporting period. Investment-grade bonds, however, were up slightly and outperformed most other sectors of the bond market--especially high-yield bonds, which were relatively weak from April 4 through October 31, 2005. The biggest market movements, however, were in commodity prices. Energy markets, in particular, recorded large monthly gains and losses during the reporting period, and at the end of October 2005 were slightly ahead of where they were on April 4, 2005. The price swings were largely driven by sharply rising crude-oil and natural-gas prices and by damage to U.S. oil refineries during a severe hurricane season. The general increase in commodity prices was tempered somewhat by a decline in food-based commodities, such as grains, livestock, and meat. Precious metals saw healthy price increases, while prices declined for many base metals. The U.S. housing market, which advanced broadly over the past several years, appeared to soften toward the end of the reporting period. HOW DO YOU DETERMINE HOW TO ALLOCATE THE FUND'S PORTFOLIO AMONG THE UNDERLYING FUNDS? For the equity portion of MainStay Conservative Allocation Fund, we forecast expected returns for each Underlying Fund in our investable universe by measuring the Underlying Fund on the basis of its holdings in stocks, bonds, or both at a point in time. This forecast is driven by quantitative measures of the companies and securities in which the Underlying Fund invests and by our expectations of general economic factors and trends. The model combines risk and return forecasts for each Underlying Fund and seeks to develop optimal portfolios at risk levels consistent with the Fund's investment objective. The five-year outperformance of value stocks over growth stocks seemed to have reversed itself during the reporting period. With the market's focus shifting toward growth and the U.S. economy providing fairly strong performance, we favored Underlying Funds that invest primarily in growth stocks. As a hedge against volatility and downside risk in an uncertain market, the Fund showed a preference for larger-cap stocks. Given the strength of the U.S. economy relative to foreign economies, we remained comfortable with a modestly underweighted position in the Fund's allocation to Underlying Funds with international exposure. We also use quantitative methods to determine the Fund's fixed-income allocation. Since as a category, fixed-income securities seek to provide stability and principal protection, our model emphasizes measures that seek to minimize downside risk under various possible market scenarios. These "stress-tests" indicated that the fixed-income portion of the Fund would be best allocated among four Underlying Fixed-Income Funds in proportions that reflected the Fund's benchmark. THE DISCLOSURE AND FOOTNOTES ON PAGE 233 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. www.MAINSTAYfunds.com 231 HOW DID THE UNDERLYING FUNDS PERFORM DURING THE REPORTING PERIOD? In the equity portion of the Fund, the Underlying Fund with the highest total return during the reporting period was MainStay All Cap Growth Fund. The Underlying Fund's performance reflected the skill of the Underlying Fund's portfolio managers and the return to favor of growth-oriented stocks. On the basis of impact, which takes weightings and total returns into consideration, the greatest positive contributor to the Fund's performance during the reporting period was MainStay Large Cap Growth Fund. From a total-return perspective, the Fund's worst-performing Underlying Stock Fund was MainStay Small Cap Value Fund. The Underlying Fund's performance reflected the shift in market focus away from value-oriented stocks and a shift in the market's preference from smaller- to larger-capitalization companies. On the basis of impact, which takes weightings and total returns into account, the greatest negative contribution to the equity portion of the Fund during the reporting period came from MainStay International Equity Fund, which underperformed international stocks in general. In the fixed-income portion of the Fund, the best-performing Underlying Fund on the basis of total return was MainStay High Yield Corporate Bond Fund. This Underlying Fund was also the greatest positive contributor to the Fund's fixed-income performance because the Underlying Fund outperformed high-yield securities in general during the reporting period. This contribution reflected the skill of the Underlying Fund's portfolio managers and, except during the latter part of the reporting period, credit spreads that remained very tight compared to higher-quality issues. On the basis of total return, the Fund's worst-performing Underlying Fixed-Income Fund was MainStay Short Term Bond Fund. This was largely because of successive moves by the Federal Reserve to raise short-term interest rates and because long-term rates remained relatively stable. During the reporting period, the greatest negative contribution to the fixed-income portion of the Fund came from MainStay Indexed Bond Fund. AS OF OCTOBER 31, 2005, HOW WAS THE FUND ALLOCATED AMONG THE UNDERLYING FUNDS? The Portfolio of Investments page of this annual report contains a more complete description of the Fund's holdings as of October 31, 2005. The Portfolio of Investments page shows the amount invested in each Underlying Fund and summarizes the Fund's cash position at the end of the reporting period. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. THE DISCLOSURE AND FOOTNOTES ON PAGE 233 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. 232 MainStay Conservative Allocation Fund The Fund's performance depends on the advisor's skill in determining the asset-class allocations, the mix of Underlying MainStay Funds, as well as the performance of those Underlying Funds. The Underlying Funds' performance may be lower than the performance of the asset class the Underlying Funds were selected to represent. The Fund is indirectly subject to the investment risks of each Underlying Fund held. Principal risks of the Underlying Funds are described below. MainStay Conservative Allocation Fund is a "fund of funds" that invests in other MainStay Funds. The cost of investing in the Fund may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. By investing in the Fund, clients will indirectly bear fees and expenses charged by the Underlying Funds in which the Fund invests in addition to the Fund's direct fees and expenses. In addition, the use of a fund-of-funds structure could affect the timing, amount, and character of distributions to the client and may increase taxes payable by the client. The Fund may invest more than 25% of its assets in one Underlying Fund, which may significantly affect the net asset value of the Fund. - - Stocks and bonds can decline because of adverse issuer, market, regulatory, or economic developments. - - High-yield securities carry higher risks, and some of the Underlying Funds' investments have speculative characteristics and present a greater risk of loss than higher-quality debt securities. These securities can also be subject to greater price volatility. - - There are additional risks associated with investing in small-cap securities. Stocks of small companies may be subject to higher price volatility, significantly lower trading volume, and greater spreads between bid and ask prices than stocks of larger companies. Furthermore, small-cap companies may be more vulnerable to adverse business or market developments and may have more limited product lines than larger-capitalization stocks. - - There are additional risks associated with investing in mid-cap securities. Stocks of mid-cap companies may be more volatile and less liquid than the securities of larger companies. - - Foreign securities may be subject to greater risk than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. - - When interest rates rise, the prices of fixed-income securities in the Underlying Funds' portfolios will generally fall. On the other hand, when interest rates fall, the prices of fixed-income securities in the Underlying Funds' portfolios will generally rise. - - Underlying Floating-Rate Funds are generally considered to have speculative characteristics. These Underlying Funds may involve risk of default on principal and interest and risks associated with collateral impairment, nondiversification, borrower industry concentration, and limited liquidity. - - AN INVESTMENT IN A MONEY-MARKET FUND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE UNDERLYING FUND SEEKS TO MAINTAIN A VALUE OF $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY. Before making an investment in the Fund, you should consider all the risks associated with it. INFORMATION ABOUT MAINSTAY CONSERVATIVE ALLOCATION FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 233 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE AFFILIATED INVESTMENT COMPANIES (99.0%)+ - ------------------------------------------------------------------------------- EQUITY FUNDS (40.2%) MainStay All Cap Growth Fund (a) 57,794 $ 1,309,614 MainStay Common Stock Fund (a) 335,316 4,251,810 MainStay International Equity Fund 80,853 1,099,603 MainStay Large Cap Growth Fund (a) 338,961 1,806,665 MainStay MAP Fund 14,219 504,775 MainStay Mid Cap Growth Fund (a) 29,726 339,769 MainStay S&P 500 Index Fund 15,218 428,384 MainStay Small Cap Opportunity Fund 23,121 457,567 ----------- 10,198,187 ----------- FIXED INCOME FUNDS (58.8%) MainStay Floating Rate Fund 197,957 1,977,594 MainStay High Yield Corporate Bond Fund 314,488 1,956,113 MainStay Indexed Bond Fund 831,328 8,886,900 MainStay Intermediate Term Bond Fund 213,907 2,079,172 ----------- 14,899,779 ----------- Total Affiliated Investments (Cost $25,178,031) (b) 99.0% 25,097,966(c) Cash and Other Assets, Less Liabilities 1.0 261,883 ------------- ----------- Net Assets 100.0% $25,359,849 ============= =========== </Table> <Table> + Percentages indicated are based on Fund net assets. (a) Non-income producing security. (b) The cost for federal income tax purposes is $25,179,099. (c) At October 31, 2005 net unrealized depreciation was $81,133 based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $180,852 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $261,985. </Table> 234 MainStay Conservative Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in affiliated investment companies, at value (identified cost $25,178,031) $25,097,966 Cash 619,890 Receivables: Fund shares sold 286,731 Dividends and interest 59,842 Unamortized offering costs 20,271 Other assets 8,911 ------------ Total assets 26,093,611 ------------ LIABILITIES: Payables: Investment securities purchased 679,356 Professional 16,572 NYLIFE Distributors 11,922 Shareholder communication 10,982 Manager 8,373 Transfer agent 2,824 Custodian 1,190 Fund shares redeemed 1,033 Accrued expenses 1,510 ------------ Total liabilities 733,762 ------------ Net assets $25,359,849 ============ COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 1,308 Class B 894 Class C 285 Class I 1 Additional paid-in capital 25,316,560 Accumulated undistributed net investment income 116,513 Accumulated net realized gain on investments 4,353 Net unrealized depreciation on investments (80,065) ------------ Net assets $25,359,849 ============ CLASS A Net assets applicable to outstanding shares $13,349,790 ============ Shares of capital stock outstanding 1,308,155 ============ Net asset value per share outstanding $ 10.21 Maximum sales charge (5.50% of offering price) 0.59 ------------ Maximum offering price per share outstanding $ 10.80 ============ CLASS B Net assets applicable to outstanding shares $ 9,099,711 ============ Shares of capital stock outstanding 893,701 ============ Net asset value and offering price per share outstanding $ 10.18 ============ CLASS C Net assets applicable to outstanding shares $ 2,900,089 ============ Shares of capital stock outstanding 284,786 ============ Net asset value and offering price per share outstanding $ 10.18 ============ CLASS I Net assets applicable to outstanding shares $ 10,259 ============ Shares of capital stock outstanding 1,005 ============ Net asset value and offering price per share outstanding $ 10.21 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 235 STATEMENT OF OPERATIONS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividend distributions from affiliated investment companies $204,575 Interest 1,020 --------- Total income 205,595 --------- EXPENSES: Offering 39,581 Distribution--Class B 19,498 Distribution--Class C 5,020 Professional 18,345 Shareholder communication 11,378 Distribution/Service--Class A 8,826 Service--Class B 6,499 Service--Class C 1,673 Transfer agent--Classes A, B and C 6,550 Registration 6,536 Custodian 3,804 Directors 301 Miscellaneous 1,926 --------- Total expenses before reimbursement 129,937 Expense reimbursement from Manager (64,895) --------- Net expenses 65,042 --------- Net investment income 140,553 --------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain from affiliated investment company transactions 4,353 Net unrealized depreciation on investments (80,065) --------- Net realized and unrealized loss on investments (75,712) --------- Net increase in net assets resulting from operations $ 64,841 ========= </Table> 236 MainStay Conservative Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> <Caption> 2005 INCREASE IN NET ASSETS: Operations: Net investment income $ 140,553 Net realized gain on investments 4,353 Net change in unrealized depreciation on investments (80,065) ----------- Net increase in net assets resulting from operations 64,841 ----------- Dividends to shareholders: From net investment income: Class A (42,116) Class B (16,565) Class C (4,892) Class I (48) ----------- Total dividends to shareholders (63,621) ----------- Capital share transactions: Net proceeds from sale of shares: Class A 13,659,478 Class B 9,356,234 Class C 2,973,430 Class I 10,086 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A 39,643 Class B 15,826 Class C 4,207 Class I 48 ----------- 26,058,952 Cost of shares redeemed: Class A (352,445) Class B (281,606) Class C (66,198) Class I (74) ----------- (700,323) Increase in net assets derived from capital share transactions 25,358,629 ----------- Net increase in net assets 25,359,849 NET ASSETS: Beginning of period -- ----------- End of period $25,359,849 =========== Accumulated undistributed net investment income at end of period $ 116,513 =========== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 237 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C CLASS I ----------- ----------- ----------- ----------- APRIL 4, APRIL 4, APRIL 4, APRIL 4, 2005* 2005* 2005* 2005* THROUGH THROUGH THROUGH THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2005 2005 2005 Net asset value at beginning of period $ 10.00 $10.00 $10.00 $10.00 ----------- ----------- ----------- ----------- Net investment income (a) 0.14 0.10 0.10 0.15 Net realized and unrealized gain on investments (b) 0.11 0.10 0.10 0.11 ----------- ----------- ----------- ----------- Total from investment operations 0.25 0.20 0.20 0.26 ----------- ----------- ----------- ----------- Less dividends: From net investment income (0.04) (0.02) (0.02) (0.05) ----------- ----------- ----------- ----------- Net asset value at end of period $ 10.21 $10.18 $10.18 $10.21 =========== =========== =========== =========== Total investment return (c) 2.49%(d) 2.02%(d) 2.02%(d) 2.57%(d) Ratios (to average net assets)/Supplemental Data: Net investment income 2.43%+ 1.68%+ 1.68%+ 2.78%+ Net expenses (e) 0.60%+ 1.35%+ 1.35%+ 0.25%+ Expenses (before reimbursement) (e) 1.55%+ 2.30%+ 2.30%+ 1.20%+ Portfolio turnover rate 3% 3% 3% 3% Net assets at end of period (in 000's) $13,350 $9,100 $2,900 $ 10 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average shares outstanding during the period. (b) The amount shown for a share outstanding does not correspond with aggregate net realized and unrealized gain (loss) on investments due to the timing of purchases and redemptions of Fund shares in relation to fluctuating market values of the investments of the Fund during the period. (c) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (d) Total return is not annualized. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. </Table> 238 MainStay Conservative Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. MAINSTAY GROWTH ALLOCATION FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -0.68% Excluding sales charges 5.10 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY GROWTH GROWTH ALLOCATION ALLOCATION FUND INDEX S&P 500 INDEX MSCI EAFE INDEX --------------- ----------------- ------------- --------------- 4/4/05 9450 10000 10000 10000 10/31/05 9932 10440 10365 10731 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -0.30% Excluding sales charges 4.70 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY GROWTH GROWTH ALLOCATION ALLOCATION FUND INDEX S&P 500 INDEX MSCI EAFE INDEX --------------- ----------------- ------------- --------------- 4/4/05 10000 10000 10000 10000 10/31/05 9970 10440 10365 10731 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges 3.60% Excluding sales charges 4.60 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY GROWTH GROWTH ALLOCATION ALLOCATION FUND INDEX S&P 500 INDEX MSCI EAFE INDEX --------------- ----------------- ------------- --------------- 4/4/05 10000 10000 10000 10000 10/31/05 10360 10440 10365 10731 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graph assumes Class A shares are sold with a maximum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The Manager has contractually agreed to limit the Fund's total fund operating expenses through October 31, 2005. There is no guarantee that the contractual waiver will continue after that date. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 239 CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- 5.20% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MAINSTAY GROWTH GROWTH ALLOCATION ALLOCATION FUND INDEX S&P 500 INDEX MSCI EAFE INDEX --------------- ----------------- ------------- --------------- 4/4/05 10000 10000 10000 10000 10/31/05 10520 10440 10365 10731 </Table> <Table> <Caption> SINCE BENCHMARK PERFORMANCE INCEPTION - ------------------------------------------------ Growth Allocation Benchmark(1) 4.40% S&P 500(R) Index(2) 3.65 MSCI EAFE(R) Index(3) 7.31 </Table> 1. The Growth Allocation Benchmark was built using different weightings from two well-known indices that represent two asset classes. U.S. stocks (80% weighted) are represented by the S&P 500(R) Index and international stocks (20% weighted) are represented by the Morgan Stanley Capital International Europe, Australasia, and Far East Index--the MSCI EAFE(R) Index. Results for all indices assume that all income and capital gains are reinvested in the index that produced them. An investment cannot be made directly into an index or a benchmark. 2. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Morgan Stanley Capital International Europe, Australasia, and Far East Index--the MSCI EAFE(R) Index--is an unmanaged index that is considered to be representative of the international stock market. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 240 MainStay Growth Allocation Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY GROWTH ALLOCATION FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD ACTUAL EXPENSES) PERIOD CLASS A SHARES $1,000.00 $1,077.80 $3.25 $1,021.90 $3.16 - ------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,074.05 $7.16 $1,018.15 $6.97 - ------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,072.95 $7.16 $1,018.15 $6.97 - ------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,079.05 $1.31 $1,023.75 $1.28 - ------------------------------------------------------------------------------------------------------------------------- </Table> 2. Expenses are equal to the Fund's annualized expense ratio of each class (0.62% for Class A, 1.37% for Class B and Class C, and 0.25% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the since-inception period). www.MAINSTAYfunds.com 241 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Affiliated Investment Companies 99.1 Cash and Other Assets (less liabilities) 0.9 </Table> See Portfolio of Investments on page 246 for specific holdings within these categories. 242 MainStay Growth Allocation Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Tony Elavia and Devon McCormick, CFA, of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? MainStay Growth Allocation Fund seeks to achieve its investment objective by investing in a variety of other MainStay Funds, known as Underlying Funds. A two-stage asset-allocation process includes deciding how much to invest in broad asset classes and how much to invest in specific Underlying Funds. Normally the Fund invests substantially all of its assets in Underlying Equity Funds (normally within a range of 85% to 100%). For cash management purposes, the Fund may hold a portion of its assets directly in U.S. government securities, money-market funds, cash, or cash equivalents. The Underlying Funds use a broad array of investment styles, may invest in a wide variety of equity securities, and carry different types and degrees of risk. Some Underlying Funds may invest in foreign securities. The Fund uses a proprietary model to determine asset allocations. The Fund commenced operations on April 4, 2005. WHAT MARKET CONDITIONS AFFECTED THE FUND'S PERFORMANCE DURING THE PERIOD FROM APRIL 4 THROUGH OCTOBER 31, 2005? The stock and bond markets generated mixed returns during the reporting period. The major stock-market indexes had negative returns in April and October 2005, but provided positive results for most of the months in between. Mid-capitalization stocks provided the strongest overall returns, followed by small-caps and then large-cap stocks. In general, international stocks outperformed their U.S. counterparts. The biggest market movements, however, were in commodity prices. Energy markets, in particular, recorded large monthly gains and losses during the reporting period, and at the end of October 2005 were slightly ahead of where they were on April 4, 2005. The price swings were largely driven by sharply rising crude-oil and natural-gas prices and by damage to U.S. oil refineries during a severe hurricane season. The general increase in commodity prices was tempered somewhat by a decline in food-based commodities, such as grains, livestock, and meat. Precious metals saw healthy price increases, while prices declined for many base metals. The U.S. housing market, which advanced broadly over the past several years, appeared to soften toward the end of the reporting period. HOW DO YOU DETERMINE HOW TO ALLOCATE THE FUND'S PORTFOLIO AMONG THE UNDERLYING FUNDS? For MainStay Growth Allocation Fund, we forecast expected returns for each Underlying Fund in our investable universe by measuring the Underlying Fund on the basis of its holdings in stocks, bonds, or both at a point in time. This forecast is driven by quantitative measures of the companies and securities in which the Underlying Fund invests and by our expectations of general economic factors and trends. The model combines risk and return forecasts for each Underlying Fund and seeks to develop optimal portfolios at risk levels consistent with the Fund's investment objective. The five-year outperformance of value stocks over growth stocks seemed to have reversed itself during the reporting period. With the market's focus shifting toward growth and the U.S. economy providing fairly strong performance, we favored Underlying Funds that invest primarily in growth stocks. As a hedge against volatility and downside risk in an uncertain market, the Fund showed a preference for larger-cap stocks. Given the strength of the U.S. economy relative to foreign economies, we remained comfortable with a modestly underweighted position in the Fund's allocation to Underlying Funds with international exposure. HOW DID THE UNDERLYING FUNDS PERFORM DURING THE REPORTING PERIOD? The Underlying Fund with the highest total return during the reporting period was MainStay All Cap Growth Fund. The Underlying Fund's performance reflected the skill of the Underlying Fund's portfolio managers and the return to favor of growth-oriented stocks. On the basis of impact, which takes weightings and total returns into consideration, the greatest positive contributor to performance during the reporting period was MainStay Large Cap Growth Fund. From a total-return perspective, the Fund's worst performing Underlying Stock Fund was MainStay Small Cap Value Fund. The Underlying Fund's performance reflected the shift in market focus away from value-oriented stocks and a shift in the market's preference from smaller- to larger-capitalization companies. On the basis of impact, which takes weightings and total returns into account, the greatest negative contribution to the Fund during the reporting period came from MainStay International Equity Fund, which underperformed international stocks in general. THE DISCLOSURE AND FOOTNOTES ON PAGE 245 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. www.MAINSTAYfunds.com 243 AS OF OCTOBER 31, 2005, HOW WAS THE FUND ALLOCATED AMONG THE UNDERLYING FUNDS? The Portfolio of Investments page of this annual report contains a more complete description of the Fund's holdings as of October 31, 2005. The Portfolio of Investments page shows the amount invested in each Underlying Fund and summarizes the Fund's cash position at the end of the reporting period. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. THE DISCLOSURE AND FOOTNOTES ON PAGE 245 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. 244 MainStay Growth Allocation Fund The Fund's performance depends on the advisor's skill in determining the asset-class allocations, the mix of Underlying MainStay Funds, as well as the performance of those Underlying Funds. The Underlying Funds' performance may be lower than the performance of the asset class the Underlying Funds were selected to represent. The Fund is indirectly subject to the investment risks of each Underlying Fund held. Principal risks of the Underlying Funds are described below. MainStay Growth Allocation Fund is a "fund of funds" that invests in other MainStay Funds. The cost of investing in the Fund may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. By investing in the Fund, clients will indirectly bear fees and expenses charged by the Underlying Funds in which the Fund invests in addition to the Fund's direct fees and expenses. In addition, the use of a fund-of-funds structure could affect the timing, amount, and character of distributions to the client and may increase taxes payable by the client. The Fund may invest more than 25% of its assets in one Underlying Fund, which may significantly affect the net asset value of the Fund. - - Stocks and bonds can decline because of adverse issuer, market, regulatory, or economic developments. - - The principal risk of growth stocks is that investors expect growth companies to increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If these expectations are not met, the market price of the stock may decline significantly, even if earnings showed an absolute increase. - - High-yield securities carry higher risks, and some of the underlying Funds' investments have speculative characteristics and present a greater risk of loss than higher-quality debt securities. These securities can also be subject to greater price volatility. - - There are additional risks associated with investing in small-cap securities. Stocks of small companies may be subject to higher price volatility, significantly lower trading volume, and greater spreads between bid and ask prices than stocks of larger companies. Furthermore, small-cap companies may be more vulnerable to adverse business or market developments and may have more limited product lines than larger-capitalization stocks. - - There are additional risks associated with investing in mid-cap securities. Stocks of mid-cap companies may be more volatile and less liquid than the securities of larger companies. - - Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. Before making an investment in the Fund, you should consider all the risks associated with it. INFORMATION ABOUT MAINSTAY GROWTH ALLOCATION FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 245 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE AFFILIATED INVESTMENT COMPANIES (99.1)%+ - -------------------------------------------------------------------------- EQUITY FUNDS (99.1%) MainStay All Cap Growth Fund (a) 121,964 $ 2,763,695 MainStay Common Stock Fund (a) 278,460 3,530,868 MainStay International Equity Fund 274,842 3,737,848 MainStay Large Cap Growth Fund (a) 844,257 4,499,890 MainStay MAP Fund 39,203 1,391,704 MainStay Mid Cap Growth Fund (a) 108,460 1,239,702 MainStay S&P 500 Index Fund 40,440 1,138,374 MainStay Small Cap Opportunity Fund 65,458 1,295,413 ----------- 19,597,494 ----------- Total Affiliated Investments (Cost $19,344,963) (b) 99.1% 19,597,494(c) Cash and Other Assets, Less Liabilities 0.9 168,887 -------- ----------- Net Assets 100.0% $19,766,381 ======== =========== </Table> <Table> + Percentages indicated are based on Fund net assets. (a) Non-income producing security. (b) The cost for federal income tax purposes is $19,347,506. (c) At October 31, 2005 net unrealized appreciation was $249,988 based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $281,532 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $31,544. </Table> 246 MainStay Growth Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in affiliated investment companies, at value (identified cost $19,344,963) $19,597,494 Cash 85,898 Receivables: Fund shares sold 191,364 Interest 268 Unamortized offering costs 20,271 Other assets 6,175 ------------ Total assets 19,901,470 ------------ LIABILITIES: Payables: Investment securities purchased 85,898 Professional 16,252 Shareholder communication 10,855 NYLIFE Distributors 8,853 Manager 8,158 Transfer agent 2,268 Custodian 1,162 Fund shares redeemed 165 Accrued expenses 1,478 ------------ Total liabilities 135,089 ------------ Net assets $19,766,381 ============ COMPOSITION OF NET ASSETS: Capital Stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 1,019 Class B 778 Class C 86 Class I 1 Additional paid-in capital 19,383,444 Accumulated net realized gain on investments 128,522 Net unrealized appreciation on investments 252,531 ------------ Net assets $19,766,381 ============ CLASS A Net assets applicable to outstanding shares $10,709,398 ============ Shares of capital stock outstanding 1,019,010 ============ Net asset value per share outstanding $ 10.51 Maximum sales charge (5.50% of offering price) 0.61 ------------ Maximum offering price per share outstanding $ 11.12 ============ CLASS B Net assets applicable to outstanding shares $ 8,142,430 ============ Shares of capital stock outstanding 778,027 ============ Net asset value and offering price per share outstanding $ 10.47 ============ CLASS C Net assets applicable to outstanding shares $ 904,029 ============ Shares of capital stock outstanding 86,390 ============ Net asset value and offering price per share outstanding $ 10.46 ============ CLASS I Net assets applicable to outstanding shares $ 10,524 ============ Shares of capital stock outstanding 1,000 ============ Net asset value and offering price per share outstanding $ 10.52 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 247 STATEMENT OF OPERATIONS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Interest $ 710 --------- EXPENSES: Offering 39,581 Professional 18,005 Distribution--Class B 16,572 Distribution--Class C 1,240 Shareholder communication 11,286 Distribution/Service--Class A 7,821 Service--Class B 5,524 Service--Class C 413 Transfer agent--Classes A, B and C 6,614 Registration 6,559 Custodian 3,262 Directors 244 Miscellaneous 1,921 --------- Total expenses before reimbursement 119,042 Expense reimbursement from Manager (67,081) --------- Net expenses 51,961 --------- Net investment loss (51,251) --------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain from affiliated investment company transactions 140,192 Net unrealized appreciation on investments 252,531 --------- Net realized and unrealized gain on investments 392,723 --------- Net increase in net assets resulting from operations $341,472 ========= </Table> 248 MainStay Growth Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> <Caption> 2005 INCREASE IN NET ASSETS: Operations: Net investment loss $ (51,251) Net realized gain on investments 140,192 Net change in unrealized appreciation on investments 252,531 ----------- Net increase in net assets resulting from operations 341,472 ----------- Capital share transactions: Net proceeds from sale of shares: Class A 10,648,023 Class B 8,106,966 Class C 963,872 Class I 10,106 ----------- 19,728,967 Cost of shares redeemed: Class A (157,473) Class B (77,214) Class C (69,298) Class I (73) ----------- (304,058) Increase in net assets derived from capital share transactions 19,424,909 ----------- Net increase in net assets 19,766,381 NET ASSETS: Beginning of period -- ----------- End of period $19,766,381 =========== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 249 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C CLASS I ----------- ----------- ----------- ----------- APRIL 4, APRIL 4, APRIL 4, APRIL 4, 2005* 2005* 2005* 2005* THROUGH THROUGH THROUGH THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2005 2005 2005 Net asset value at beginning of period $ 10.00 $10.00 $10.00 $10.00 ----------- ----------- ----------- ----------- Net investment loss (a) (0.04) (0.08) (0.08) (0.01) Net realized and unrealized gain on investments (b) 0.55 0.55 0.54 0.53 ----------- ----------- ----------- ----------- Total from investment operations 0.51 0.47 0.46 0.52 ----------- ----------- ----------- ----------- Net asset value at end of period $ 10.51 $10.47 $10.46 $10.52 =========== =========== =========== =========== Total investment return (c) 5.10%(d) 4.70%(d) 4.60%(d) 5.20%(d) Ratios (to average net assets)/Supplemental Data: Net investment loss (0.61%)+ (1.36%)+ (1.36%)+ (0.24%)+ Net expenses (e) 0.62%+ 1.37% + 1.37% + 0.25% + Expenses (before reimbursement) (e) 1.84%+ 2.59% + 2.59% + 1.47% + Portfolio turnover rate 21% 21% 21% 21% Net assets at end of period (in 000's) $10,709 $8,142 $ 904 $ 11 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average shares outstanding during the period. (b) The amount shown for a share outstanding does not correspond with aggregate net realized and unrealized gain (loss) on investments due to the timing of purchases and redemptions of Fund shares in relation to fluctuating market values of the investments of the Fund during the period. (c) Total return is calculated exclusive of sales charge. Class I is not subject to sales charges. (d) Total return is not annualized. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. </Table> 250 MainStay Growth Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. MAINSTAY MODERATE ALLOCATION FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -1.98% Excluding sales charges 3.73 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY LEHMAN BROTHERS MODERATE MODERATE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 9802 10312 10365 10731 10129 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -1.74% Excluding sales charges 3.26 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY LEHMAN BROTHERS MODERATE MODERATE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 9826 10312 10365 10731 10129 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges 2.26% Excluding sales charges 3.26 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY LEHMAN BROTHERS MODERATE MODERATE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 10226 10312 10365 10731 10129 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume Class A shares are sold with a maximum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The Manager has contractually agreed to limit the Fund's total fund operating expenses through October 31, 2005. There is no guarantee that the contractual waiver will continue after that date. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 251 CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- 3.80% </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MAINSTAY LEHMAN BROTHERS MODERATE MODERATE MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 10380 10312 10365 10731 10129 </Table> <Table> <Caption> SINCE BENCHMARK PERFORMANCE INCEPTION - ------------------------------------------------- Moderate Allocation Benchmark(1) 3.12% S&P 500(R) Index(2) 3.65 MSCI EAFE(R) Index(3) 7.31 Lehman Brothers(R) Aggregate Bond Index(4) 1.29 </Table> 1. The Moderate Allocation Benchmark was built using different weightings from three well-known indices that represent three asset classes. U.S. stocks (50% weighted) are represented by the S&P 500(R) Index, international stocks (10% weighted) are represented by the Morgan Stanley Capital International Europe, Australasia, and Far East--the MSCI EAFE(R) Index--and U.S. bonds (40% weighted) are represented by the Lehman Brothers(R) Aggregate Bond Index. Results for all indices assume that all income and capital gains are reinvested in the index or indices that produce them. An investment cannot be made directly into an index or benchmark. 2. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Morgan Stanley Capital International Europe, Australasia, and Far East Index--the MSCI EAFE(R) Index--is an unmanaged index that is considered to be representative of the international stock market. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 4. The Lehman Brothers(R) Aggregate Bond Index is an unmanaged index that includes the following other unmanaged Lehman Brothers(R) indices: the Government Index, Corporate Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index. To qualify for inclusion in the Lehman Brothers(R) Aggregate Bond Index, securities must be U.S. dollar denominated and investment grade and have a fixed-rate coupon, a remaining maturity of at least one year, and a par amount outstanding of at least $150 million. Results assume reinvestment of all income and capital gains. The Lehman Brothers(R) Aggregate Bond Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 252 MainStay Moderate Allocation Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY MODERATE ALLOCATION FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1 through October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,048.85 $2.84 $1,022.25 $2.80 - ------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,044.20 $6.70 $1,018.50 $6.61 - ------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,044.20 $6.70 $1,018.50 $6.61 - ------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,048.55 $1.29 $1,023.75 $1.28 - ------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (0.55% for Class A, 1.30% for Class B and Class C, and 0.25% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the since-inception period). www.MAINSTAYfunds.com 253 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Affiliated Investment Companies 98.4 Cash and Other Assets (less liabilities) 1.6 </Table> See Portfolio of Investments on page 258 for specific holdings within these categories. 254 MainStay Moderate Allocation Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Tony Elavia and Devon McCormick, CFA, of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? MainStay Moderate Allocation Fund seeks to achieve its investment objective by investing in a variety of other MainStay Funds, known as Underlying Funds. A two-stage asset-allocation process includes deciding how much to invest in broad asset classes and how much to invest in specific Underlying Funds. Normally the Fund invests approximately 60% (within a range of 50% to 70%) of its assets in Underlying Equity Funds and approximately 40% (within a range of 30% to 50%) of its assets in Underlying Fixed-Income Funds. The Fund's fixed-income component may include a money-market component. For cash management purposes, the Fund may hold a portion of its assets directly in U.S. government securities, money-market funds, cash, or cash equivalents. The Underlying Funds use a broad array of investment styles; may invest in a wide variety of equity securities, fixed-income securities, or both; and carry different types and degrees of risk. Some Underlying Funds may invest in foreign securities. The Fund uses a proprietary model to determine asset allocations. The Fund commenced operations on April 4, 2005. WHAT MARKET CONDITIONS AFFECTED THE FUND'S PERFORMANCE DURING THE PERIOD FROM APRIL 4 THROUGH OCTOBER 31, 2005? The stock and bond markets generated mixed returns during the reporting period. The major stock-market indexes had negative returns in April and October 2005, but provided positive results for most of the months in between. Mid-capitalization stocks provided the strongest overall returns, followed by small-caps and then large-cap stocks. In general, international stocks outperformed their U.S. counterparts. In the wake of continued interest-rate increases by the Federal Open Market Committee, bond-market performance was mixed and generally down for the reporting period. Investment-grade bonds, however, were up slightly and outperformed most other sectors of the bond market--especially high-yield bonds, which were relatively weak from April 4 through October 31, 2005. The biggest market movements, however, were in commodity prices. Energy markets, in particular, recorded large monthly gains and losses during the reporting period, and at the end of October 2005 were slightly ahead of where they were on April 4, 2005. The price swings were largely driven by sharply rising crude-oil and natural-gas prices and by damage to U.S. oil refineries during a severe hurricane season. The general increase in commodity prices was tempered somewhat by a decline in food-based commodities, such as grains, livestock, and meat. Precious metals saw healthy price increases, while prices declined for many base metals. The U.S. housing market, which advanced broadly over the past several years, appeared to soften toward the end of the reporting period. HOW DO YOU DETERMINE HOW TO ALLOCATE THE FUND'S PORTFOLIO AMONG THE UNDERLYING FUNDS? For the equity portion of MainStay Moderate Allocation Fund, we forecast expected returns for each Underlying Fund in our investable universe by measuring the Underlying Fund on the basis of its holdings in stocks, bonds, or both at a point in time. This forecast is driven by quantitative measures of the companies and securities in which the Underlying Fund invests and by our expectations of general economic factors and trends. The model combines risk and return forecasts for each Underlying Fund and seeks to develop optimal portfolios at risk levels consistent with the Fund's investment objective. The five-year outperformance of value stocks over growth stocks seemed to have reversed itself during the reporting period. With the market's focus shifting toward growth and the U.S. economy providing fairly strong performance, we favored Underlying Funds that invest primarily in growth stocks. As a hedge against volatility and downside risk in an uncertain market, the Fund showed a preference for larger-cap stocks. Given the strength of the U.S. economy relative to foreign economies, we remained comfortable with a modestly underweighted position in the Fund's allocation to Underlying Funds with international exposure. We also use quantitative methods to determine the Fund's fixed-income allocation. Since as a category, fixed-income securities seek to provide stability and principal protection, our model emphasizes measures that seek to minimize downside risk under various possible market scenarios. These "stress-tests" indicated that the fixed-income portion of the Fund would be best allocated among four Underlying Fixed-Income Funds in proportions that reflected the Fund's benchmark. THE DISCLOSURE AND FOOTNOTES ON PAGE 257 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. www.MAINSTAYfunds.com 255 HOW DID THE UNDERLYING FUNDS PERFORM DURING THE REPORTING PERIOD? In the equity portion of the Fund, the Underlying Fund with the highest total return during the reporting period was MainStay All Cap Growth Fund. The Underlying Fund's performance reflected the skill of the Underlying Fund's portfolio managers and the return to favor of growth-oriented stocks. On the basis of impact, which takes weightings and total returns into consideration, the greatest positive contributor to performance during the reporting period was MainStay Large Cap Growth Fund. From a total-return perspective, the Fund's worst-performing Underlying Stock Fund was MainStay Small Cap Value Fund. The Underlying Fund's performance reflected the shift in market focus away from value-oriented stocks and a shift in the market's preference from smaller- to larger-capitalization companies. On the basis of impact, which takes weightings and total returns into account, the greatest negative contribution to the equity portion of the Fund during the reporting period came from MainStay International Equity Fund, which underperformed international stocks in general. In the fixed-income portion of the Fund, the Underlying Fund with the highest total return was MainStay High Yield Corporate Bond Fund. This Underlying Fund was also the greatest positive contributor to the Fund's fixed-income performance because the Underlying Fund outperformed high-yield securities in general during the reporting period. This contribution reflected the skill of the Underlying Fund's portfolio managers and, except during the latter part of the reporting period, credit spreads that remained very tight compared to higher-quality issues. On the basis of total return, the Fund's worst-performing Underlying Fixed-Income Fund was MainStay Short Term Bond Fund. This was largely because of successive moves by the Federal Reserve to raise short-term interest rates and because long-term rates remained relatively stable. During the reporting period, the greatest negative contributors to the fixed-income portion of the Fund were MainStay Floating Rate Fund and MainStay Indexed Bond Fund. AS OF OCTOBER 31, 2005, HOW WAS THE FUND ALLOCATED AMONG THE UNDERLYING FUNDS? The Portfolio of Investments page of this annual report contains a more complete description of the Fund's holdings as of October 31, 2005. The Portfolio of Investments page shows the amount invested in each Underlying Fund and summarizes the Fund's cash position at the end of the reporting period. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. THE DISCLOSURE AND FOOTNOTES ON PAGE 257 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. 256 MainStay Moderate Allocation Fund The Fund's performance depends on the advisor's skill in determining the asset-class allocations, the mix of Under-lying MainStay Funds, as well as the performance of these Underlying Funds. The Underlying Funds' performance may be lower than the performance of the asset-class the Underlying Funds were selected to represent. The Fund is indirectly subject to the investment risks of each Underlying Fund held. Principal risks of the Underlying Funds are described below. MainStay Moderate Allocation Fund is a "fund of funds" that invests in other MainStay Funds. The cost of investing in the Fund may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. By investing in the Fund, clients will indirectly bear fees and expenses charged by the Underlying Funds in which the Fund invests in addition to the Fund's direct fees and expenses. In addition, the use of a fund-of-funds structure could affect the timing, amount, and character of distributions to the client and may increase taxes payable by the client. The Fund may invest more than 25% of its assets in one Underlying Fund, which may significantly affect the net asset value of the Fund. - - Stocks and bonds can decline because of adverse issuer, market, regulatory, or economic developments. - - High-yield securities carry higher risks, and some of the Underlying Funds' investments have speculative characteristics and present a greater risk of loss than higher-quality debt securities. These securities can also be subject to greater price volatility. - - There are additional risks associated with investing in small-cap securities. Stocks of small companies may be subject to higher price volatility, significantly lower trading volume, and greater spreads between bid and ask prices than stocks of larger companies. Furthermore, small-cap companies may be more vulnerable to adverse business or market developments and may have more limited product lines than larger-capitalization stocks. - - There are additional risks associated with investing in mid-cap securities. Stocks of mid-cap companies may be more volatile and less liquid than the securities of larger companies. - - Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. - - When interest rates rise, the prices of fixed-income securities in the Underlying Funds' portfolios will generally fall. Conversely, when interest rates fall, the prices of fixed-income securities in the Underlying Funds' portfolios will generally rise. - - Underlying Floating-Rate Funds are generally considered to have speculative characteristics. These Underlying Funds may involve risk of default on principal and interest and risks associated with collateral impairment, nondiversification, borrower industry concentration, and limited liquidity. - - AN INVESTMENT IN A MONEY-MARKET FUND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE UNDERLYING FUND SEEKS TO MAINTAIN A VALUE OF $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY. Before making an investment in the Fund, you should consider all the risks associated with it. INFORMATION ABOUT MAINSTAY MODERATE ALLOCATION FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 257 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE AFFILIATED INVESTMENT COMPANIES (98.4%)+ - --------------------------------------------------------------------------- EQUITY FUNDS (59.6%) MainStay All Cap Growth Fund (a) 151,257 $ 3,427,483 MainStay Common Stock Fund (a)(b) 743,321 9,425,310 MainStay International Equity Fund 343,328 4,669,257 MainStay Large Cap Growth Fund (a) 950,131 5,064,195 MainStay MAP Fund 48,103 1,707,666 MainStay Mid Cap Growth Fund (a) 81,315 929,429 MainStay S&P 500 Index Fund 36,911 1,039,049 MainStay Small Cap Opportunity Fund 81,458 1,612,054 ----------- 27,874,443 ----------- FIXED INCOME FUNDS (38.8%) MainStay Floating Rate Fund 227,861 2,276,329 MainStay High Yield Corporate Bond Fund 352,939 2,195,281 MainStay Indexed Bond Fund 1,041,913 11,138,048 MainStay Intermediate Term Bond Fund 258,440 2,512,040 ----------- 18,121,698 ----------- Total Affiliated Investments (Cost $45,836,291) (c) 98.4% 45,996,141(d) Cash and Other Assets, Less Liabilities 1.6 727,655 --------- ----------- Net Assets 100.0% $46,723,796 ========= =========== </Table> <Table> + Percentages indicated are based on Fund net assets. (a) Non-income producing security. (b) The Fund's ownership exceeds 5% of the outstanding shares of the underlying fund. (c) The cost for federal income tax purposes is $45,836,881. (d) At October 31, 2005 net unrealized appreciation was $159,260 based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $498,776 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $339,516. </Table> 258 MainStay Moderate Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in affiliated investment companies, at value (identified cost $45,836,291) $45,996,141 Cash 392,364 Receivables: Fund shares sold 758,300 Dividends and interest 73,705 Unamortized offering costs 20,271 Other assets 17,883 ------------ Total assets 47,258,664 ------------ LIABILITIES: Payables: Investment securities purchased 465,356 NYLIFE Distributors 21,676 Professional 17,546 Shareholder communication 11,696 Manager 8,965 Fund shares redeemed 3,931 Transfer agent 2,804 Custodian 1,232 Accrued expenses 1,662 ------------ Total liabilities 534,868 ------------ Net assets $46,723,796 ============ COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 2,326 Class B 1,907 Class C 287 Class I 1 Additional paid-in capital 46,418,774 Accumulated undistributed net investment income 125,114 Accumulated net realized gain on investments 15,537 Net unrealized appreciation on investments 159,850 ------------ Net assets $46,723,796 ============ CLASS A Net assets applicable to outstanding shares $24,079,723 ============ Shares of capital stock outstanding 2,326,423 ============ Net asset value per share outstanding $ 10.35 Maximum sales charge (5.50% of offering price) 0.60 ------------ Maximum offering price per share outstanding $ 10.95 ============ CLASS B Net assets applicable to outstanding shares $19,676,070 ============ Shares of capital stock outstanding 1,906,711 ============ Net asset value and offering price per share outstanding $ 10.32 ============ CLASS C Net assets applicable to outstanding shares $ 2,957,619 ============ Shares of capital stock outstanding 286,632 ============ Net asset value and offering price per share outstanding $ 10.32 ============ CLASS I Net assets applicable to outstanding shares $ 10,384 ============ Shares of capital stock outstanding 1,003 ============ Net asset value and offering price per share outstanding $ 10.35 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 259 STATEMENT OF OPERATIONS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividend distributions from affiliated investment companies $255,284 Interest 1,792 --------- Total income 257,076 --------- EXPENSES: Offering 39,581 Distribution--Class B 38,540 Distribution--Class C 4,180 Professional 19,428 Distribution/Service--Class A 17,878 Service--Class B 12,847 Service--Class C 1,393 Shareholder communication 12,132 Registration 8,466 Transfer agent--Classes A, B and C 6,530 Custodian 4,018 Directors 582 Miscellaneous 1,959 --------- Total expenses before reimbursement 167,534 Expense reimbursement from Manager (54,074) --------- Net expenses 113,460 --------- Net investment income 143,616 --------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain from affiliated investment company transactions 15,537 Net unrealized appreciation on investments 159,850 --------- Net realized and unrealized gain on investments 175,387 --------- Net increase in net assets resulting from operations $319,003 ========= </Table> 260 MainStay Moderate Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> <Caption> 2005 INCREASE IN NET ASSETS: Operations: Net investment income $ 143,616 Net realized gain on investments 15,537 Net change in unrealized appreciation on investments 159,850 ----------- Net increase in net assets resulting from operations 319,003 ----------- Dividends to shareholders: From net investment income: Class A (48,100) Class B (8,842) Class C (1,110) Class I (31) ----------- Total dividends to shareholders (58,083) ----------- Capital share transactions: Net proceeds from sale of shares: Class A 25,154,433 Class B 20,068,287 Class C 3,008,034 Class I 10,087 Net asset value of shares issued to shareholders in reinvestment of dividends: Class A 42,995 Class B 8,663 Class C 855 Class I 31 ----------- 48,293,385 ----------- Cost of shares redeemed: Class A (1,271,773) Class B (500,588) Class C (58,074) Class I (74) ----------- (1,830,509) Increase in net assets derived from capital share transactions 46,462,876 ----------- Net increase in net assets 46,723,796 NET ASSETS: Beginning of period -- ----------- End of period $46,723,796 =========== Accumulated undistributed net investment income at end of period $ 125,114 =========== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 261 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C CLASS I ----------- ----------- ----------- ----------- APRIL 4, APRIL 4, APRIL 4, APRIL 4, 2005* 2005* 2005* 2005* THROUGH THROUGH THROUGH THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2005 2005 2005 Net asset value at beginning of period $ 10.00 $ 10.00 $10.00 $10.00 ----------- ----------- ----------- ----------- Net investment income (a) 0.09 0.04 0.04 0.10 Net realized and unrealized gain on investments (b) 0.28 0.29 0.29 0.28 ----------- ----------- ----------- ----------- Total from investment operations 0.37 0.33 0.33 0.38 ----------- ----------- ----------- ----------- Less dividends: From net investment income (0.02) (0.01) (0.01) (0.03) ----------- ----------- ----------- ----------- Net asset value at end of period $ 10.35 $ 10.32 $10.32 $10.35 =========== =========== =========== =========== Total investment return (c) 3.73%(d) 3.26%(d) 3.26%(d) 3.80%(d) Ratios (to average net assets)/Supplemental Data: Net investment income 1.42%+ 0.67%+ 0.67%+ 1.72%+ Net expenses (e) 0.55%+ 1.30%+ 1.30%+ 0.25%+ Expenses (before reimbursement) (e) 0.97%+ 1.72%+ 1.72%+ 0.67%+ Portfolio turnover rate 2% 2% 2% 2% Net assets at end of period (in 000's) $24,080 $19,676 $2,958 $ 10 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average. (b) The amount shown for a share outstanding does not correspond with aggregate net realized and unrealized gain (loss) on investments due to the timing of purchases and redemptions of Fund shares in relation to fluctuating market values of the investments of the Fund during the period. (c) Total return is calculated exclusive of sales charges. Class I is not subject to a sales charge. (d) Total return is not annualized. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. </Table> 262 MainStay Moderate Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. MAINSTAY MODERATE GROWTH ALLOCATION FUND INVESTMENT AND PERFORMANCE COMPARISON (UNAUDITED) PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BECAUSE OF MARKET VOLATILITY, CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES SHOWN. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT UPON REDEMPTION, SHARES MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. FOR CURRENT TO THE MOST RECENT MONTH-END PERFORMANCE INFORMATION, PLEASE CALL 1-800-MAINSTAY (1-800-624-6782) OR VISIT WWW.MAINSTAYFUNDS.COM. PERFORMANCE DATA SHOWN EXCLUDING SALES CHARGES DOES NOT REFLECT THE DEDUCTION OF ANY SALES LOAD, WHICH IF REFLECTED, WOULD REDUCE PERFORMANCE QUOTED. CLASS A SHARES--MAXIMUM 5.5% INITIAL SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -1.15% Excluding sales charges 4.60 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MODERATE MODERATE LEHMAN BROTHERS GROWTH GROWTH MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 9450 10000 10000 10000 10000 10/31/05 9885 10377 10365 10731 10129 </Table> CLASS B SHARES--MAXIMUM 5% CDSC IF REDEEMED WITHIN THE FIRST SIX YEARS OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges -0.80% Excluding sales charges 4.20 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MODERATE MODERATE LEHMAN BROTHERS GROWTH GROWTH MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 9920 10377 10365 10731 10129 </Table> CLASS C SHARES--MAXIMUM 1% CDSC IF REDEEMED WITHIN ONE YEAR OF PURCHASE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- With sales charges 3.20% Excluding sales charges 4.20 </Table> (PERFORMANCE GRAPH) (With sales charges) <Table> <Caption> MODERATE MODERATE LEHMAN BROTHERS GROWTH GROWTH MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 10320 10377 10365 10731 10129 </Table> Performance tables and graphs do not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect change in share price, reinvestment of dividend and capital-gain distributions, and maximum applicable sales charges explained in this paragraph. The graphs assume Class A shares are sold with a maximum initial sales charge of 5.5% and an annual 12b-1 fee of .25%. Class B shares are sold with no initial sales charge, are subject to a contingent deferred sales charge (CDSC) of up to 5% if redeemed within the first six years of purchase, and have an annual 12b-1 fee of 1.00%. Class C shares are sold with no initial sales charge, are subject to a CDSC of 1% if redeemed within one year of purchase, and have an annual 12b-1 fee of 1.00%. Class I shares are sold with no initial sales charge or CDSC, have no annual 12b-1 fee, and are generally available to corporate and institutional investors with a minimum initial investment of $5 million. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. The Manager has contractually agreed to limit the Fund's total fund operating expenses through October 31, 2005. There is no guarantee that the contractual waiver will continue after that date. THE DISCLOSURE AND FOOTNOTES ON THE NEXT PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. www.MAINSTAYfunds.com 263 CLASS I SHARES--NO SALES CHARGE - -------------------------------------------------------------------------------- <Table> <Caption> SINCE AVERAGE ANNUAL INCEPTION TOTAL RETURNS (4/4/05) - ---------------------------------- 4.70% </Table> (PERFORMANCE GRAPH) <Table> <Caption> MODERATE MODERATE LEHMAN BROTHERS GROWTH GROWTH MSCI EAFE AGGREGATE BOND ALLOCATION FUND ALLOCATION INDEX S&P 500 INDEX INDEX INDEX --------------- ---------------- ------------- --------- --------------- 4/4/05 10000 10000 10000 10000 10000 10/31/05 10470 10377 10365 10731 10129 </Table> <Table> <Caption> SINCE BENCHMARK PERFORMANCE INCEPTION - ------------------------------------------------- Moderate Growth Allocation Benchmark(1) 3.77% S&P 500(R) Index(2) 3.65 MSCI EAFE(R) Index(3) 7.31 Lehman Brothers(R) Aggregate Bond Index(4) 1.29 </Table> 1. The Moderate Growth Allocation Benchmark was built using different weightings from three well-known indices that represent three asset classes. U.S. stocks (65% weighted) are represented by the S&P 500(R) Index, international stocks (15% weighted) are represented by the Morgan Stanley Capital International Europe, Australasia, and Far East Index--the MSCI EAFE(R) Index--and U.S. bonds (20% weighted) are represented by the Lehman Brothers(R) Aggregate Bond Index. Results for all indices assume that all income and capital gains are reinvested in the index or indices that produce them. An investment cannot be made directly into an index or benchmark. 2. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc. The S&P 500(R) is an unmanaged index and is widely regarded as the standard for measuring large-cap U.S. stock-market performance. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 3. The Morgan Stanley Capital International Europe, Australasia, and Far East Index--the MSCI EAFE(R) Index--is an unmanaged index that is considered to be representative of the international stock market. Results assume reinvestment of all income and capital gains. An investment cannot be made directly into an index. 4. The Lehman Brothers(R) Aggregate Bond Index is an unmanaged index that includes the following other unmanaged Lehman Brothers(R) indices: the Government Index, Corporate Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index. To qualify for inclusion in the Lehman Brothers(R) Aggregate Bond Index, securities must be U.S. dollar denominated and investment grade and have a fixed-rate coupon, a remaining maturity of at least one year, and a par amount outstanding of at least $150 million. Results assume reinvestment of all income and capital gains. The Lehman Brothers(R) Aggregate Bond Index is considered to be the Fund's broad-based securities-market index for comparison purposes. An investment cannot be made directly into an index. THE DISCLOSURE AND FOOTNOTES ON THE PRECEDING PAGE ARE AN INTEGRAL PART OF THE TABLES AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH THEM. 264 MainStay Moderate Growth Allocation Fund COST IN DOLLARS OF A $1,000 INVESTMENT IN MAINSTAY MODERATE GROWTH ALLOCATION FUND The example below is intended to describe the fees and expenses borne by shareholders during the six-month period from May 1, 2005, to October 31, 2005, and the impact of those costs on your investment. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, if applicable, exchange fees, and sales charges (loads) on purchases, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from May 1 through October 31, 2005. This example illustrates your Fund's ongoing costs in two ways: - - ACTUAL EXPENSES The second and third data columns in the table below provide information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested to estimate the expenses that you paid during the six months ended October 31, 2005. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. - - HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The fourth and fifth data columns in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the six-month period shown. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees, if applicable, exchange fees, or sales charges (loads). Therefore, the fourth and fifth data columns of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> ENDING ACCOUNT ENDING ACCOUNT VALUE (BASED VALUE (BASED BEGINNING ON ACTUAL EXPENSES ON HYPOTHETICAL EXPENSES ACCOUNT RETURNS AND PAID 5% ANNUALIZED PAID VALUE EXPENSES) DURING RETURN AND DURING SHARE CLASS 5/1/05 10/31/05 PERIOD(1) ACTUAL EXPENSES) PERIOD(1) CLASS A SHARES $1,000.00 $1,065.20 $2.92 $1,022.20 $2.85 - ------------------------------------------------------------------------------------------------------------------------- CLASS B SHARES $1,000.00 $1,061.35 $6.81 $1,018.45 $6.66 - ------------------------------------------------------------------------------------------------------------------------- CLASS C SHARES $1,000.00 $1,061.35 $6.81 $1,018.45 $6.66 - ------------------------------------------------------------------------------------------------------------------------- CLASS I SHARES $1,000.00 $1,066.25 $1.30 $1,023.75 $1.28 - ------------------------------------------------------------------------------------------------------------------------- </Table> 1. Expenses are equal to the Fund's annualized expense ratio of each class (0.56% for Class A, 1.31% for Class B and Class C, and 0.25% for Class I) multiplied by the average account value over the period, divided by 365, multiplied by 184 (to reflect the since-inception period). www.MAINSTAYfunds.com 265 PORTFOLIO COMPOSITION AS OF OCTOBER 31, 2005 (COMPOSITION PIE CHART) <Table> Affiliated Investment Companies 98.5 Cash and Other Assets (less liabilities) 1.5 </Table> See Portfolio of Investments on page 270 for specific holdings within these categories. 266 MainStay Moderate Growth Allocation Fund PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS Questions answered by portfolio managers Tony Elavia and Devon McCormick, CFA, of New York Life Investment Management LLC CAN YOU BRIEFLY DESCRIBE THE FUND'S INVESTMENT APPROACH? MainStay Moderate Growth Allocation Fund seeks to achieve its investment objective by investing in a variety of other MainStay Funds, known as Underlying Funds. A two-stage asset-allocation process includes deciding how much to invest in broad asset classes and how much to invest in specific Underlying Funds. Normally the Fund invests approximately 80% (within a range of 70% to 90%) of its assets in Underlying Equity Funds and approximately 20% (within a range of 10% to 30%) of its assets in Underlying Fixed-Income Funds. The Fund's fixed- income component may include a money-market component. For cash management purposes, the Fund may hold a portion of its assets directly in U.S. government securities, money-market funds, cash, or cash equivalents. The Underlying Funds use a broad array of investment styles; may invest in a wide variety of equity securities, fixed-income securities, or both; and carry different types and degrees of risk. Some Underlying Funds may invest in foreign securities. The Fund uses a proprietary model to determine asset allocations. The Fund commenced operations on April 4, 2005. WHAT MARKET CONDITIONS AFFECTED THE FUND'S PERFORMANCE DURING THE PERIOD FROM APRIL 4 THROUGH OCTOBER 31, 2005? The stock and bond markets generated mixed returns during the reporting period. The major stock-market indexes had negative returns in April and October 2005, but provided positive results for most of the months in between. Mid-capitalization stocks provided the strongest overall returns, followed by small-caps and then large-cap stocks. In general, international stocks outperformed their U.S. counterparts. In the wake of continued interest-rate increases by the Federal Open Market Committee, bond-market performance was mixed and generally down for the reporting period. Investment-grade bonds, however, were up slightly and outperformed most other sectors of the bond market--especially high-yield bonds, which were relatively weak from April 4 through October 31, 2005. The biggest market movements, however, were in commodity prices. Energy markets, in particular, recorded large monthly gains and losses during the reporting period, and at the end of October 2005 were slightly ahead of where they were on April 4, 2005. The price swings were largely driven by sharply rising crude-oil and natural-gas prices and by damage to U.S. oil refineries during a severe hurricane season. The general increase in commodity prices was tempered somewhat by a decline in food-based commodities, such as grains, livestock, and meat. Precious metals saw healthy price increases, while prices declined for many base metals. The U.S. housing market, which advanced broadly over the past several years, appeared to soften toward the end of the reporting period. HOW DO YOU DETERMINE HOW TO ALLOCATE THE FUND'S PORTFOLIO AMONG THE UNDERLYING FUNDS? For the equity portion of MainStay Moderate Growth Allocation Fund, we forecast expected returns for each Underlying Fund in our investable universe by measuring the Underlying Fund on the basis of its holdings in stocks, bonds, or both at a point in time. This forecast is driven by quantitative measures of the companies and securities in which the Underlying Fund invests and by our expectations of general economic factors and trends. The model combines risk and return forecasts for each Underlying Fund and seeks to develop optimal portfolios at risk levels consistent with the Fund's investment objective. The five-year outperformance of value stocks over growth stocks seemed to have reversed itself during the reporting period. With the market's focus shifting toward growth and the U.S. economy providing fairly strong performance, we favored Underlying Funds that invest primarily in growth stocks. As a hedge against volatility and downside risk in an uncertain market, the Fund showed a preference for larger-cap stocks. Given the strength of the U.S. economy relative to foreign economies, we remained comfortable with a modestly underweighted position in the Fund's allocation to Underlying Funds with international exposure. We also use quantitative methods to determine the Fund's fixed-income allocation. Since as a category, fixed-income securities seek to provide stability and principal protection, our model emphasizes measures that seek to minimize downside risk under various possible market scenarios. These "stress-tests" indicated that the fixed-income portion of the Fund would be best allocated among four Underlying Fixed-Income Funds in proportions that reflected the Fund's benchmark. THE DISCLOSURE AND FOOTNOTES ON PAGE 269 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. www.MAINSTAYfunds.com 267 HOW DID THE UNDERLYING FUNDS PERFORM DURING THE REPORTING PERIOD? In the equity portion of the Fund, the Underlying Fund with the highest total return during the reporting period was MainStay All Cap Growth Fund. The Underlying Fund's performance reflected the skill of the Underlying Fund's portfolio managers and the return to favor of growth-oriented stocks. On the basis of impact, which takes weightings and total returns into consideration, the greatest positive contributor to performance during the reporting period was MainStay Large Cap Growth Fund. From a total-return perspective, the Fund's worst performing Underlying Stock Fund was MainStay Small Cap Value Fund. The Underlying Fund's performance reflected the shift in market focus away from value-oriented stocks and a shift in the market's preference from smaller- to larger-capitalization companies. On the basis of impact, which takes weightings and total returns into account, the greatest negative contribution to the equity portion of the Fund during the reporting period came from MainStay International Equity Fund, which underperformed international stocks in general. In the fixed-income portion of the Fund, the Underlying Fund with the highest total return was MainStay High Yield Corporate Bond Fund. This Underlying Fund was also the greatest positive contributor to the Fund's fixed-income performance because the Underlying Fund outperformed high-yield securities in general during the reporting period. This contribution reflected the skill of the Underlying Fund's portfolio managers and, except during the latter part of the reporting period, credit spreads that remained very tight compared to higher-quality issues. On the basis of total return, the Fund's worst-performing Underlying Fixed-Income Fund was MainStay Short-Term Bond Fund. This was largely because of successive moves by the Federal Reserve to raise short-term interest rates and because long-term rates remained relatively stable. During the reporting period, the greatest negative contribution to the fixed-income portion of the Fund came from MainStay Floating Rate Fund. AS OF OCTOBER 31, 2005, HOW WAS THE FUND ALLOCATED AMONG THE UNDERLYING FUNDS? The Portfolio of Investments page of this annual report contains a more complete description of the Fund's holdings as of October 31, 2005. The Portfolio of Investments page shows the amount invested in each Underlying Fund and summarizes the Fund's cash position at the end of the reporting period. The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecasts made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. THE DISCLOSURE AND FOOTNOTES ON PAGE 269 ARE AN INTEGRAL PART OF THE PORTFOLIO MANAGEMENT DISCUSSION AND ANALYSIS AND SHOULD BE CAREFULLY READ IN CONJUNCTION WITH IT. 268 MainStay Moderate Growth Allocation Fund The Fund's performance depends on the advisor's skill in determining the asset-class allocations, the mix of Underlying MainStay Funds, as well as the performance of these Underlying Funds. The Underlying Funds' performance may be lower than the performance of the asset-class the Underlying Funds were selected to represent. The Fund is indirectly subject to the investment risks of each Underlying Fund held. Principal risks of the Underlying Funds are described below. MainStay Moderate Growth Allocation Fund is a "fund-of-funds" that invests in other MainStay Funds. The cost of investing in the Fund may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. By investing in the Fund, clients will indirectly bear fees and expenses charged by the Underlying Funds in which the Fund invests in addition to the Fund's direct fees and expenses. In addition, the use of a fund-of-funds structure could affect the timing, amount, and character of distributions to the client and may increase taxes payable by the client. The Fund may invest more than 25% of its assets in one Underlying Fund, which may significantly affect the net asset value of the Fund. - - Stocks and bonds can decline because of adverse issuer, market, regulatory, or economic developments. - - The principal risk of growth stocks is that investors expect growth companies to increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If these expectations are not met, the market price of the stock may decline significantly, even if earnings showed an absolute increase. - - High-yield securities carry higher risks, and some of the Underlying Funds' investments have speculative characteristics and present a greater risk of loss than higher-quality debt securities. These securities can also be subject to greater price volatility. - - There are additional risks associated with investing in small-cap securities. Stocks of small companies may be subject to higher price volatility, significantly lower trading volume, and greater spreads between bid and ask prices than stocks of larger companies. Furthermore, small-cap companies may be more vulnerable to adverse business or market developments and may have more limited product lines than larger-capitalization stocks. - - There are additional risks associated with investing in mid-cap securities. Stocks of mid-cap companies may be more volatile and less liquid than the securities of larger companies. - - Foreign securities may be subject to greater risks than U.S. investments, including currency fluctuations, less-liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. - - When interest rates rise, the prices of fixed-income securities in the Underlying Funds' portfolios will generally fall. Conversely, when interest rates fall, the prices of fixed-income securities in the Underlying Funds' portfolios will generally rise. - - Underlying Floating-Rate Funds are generally considered to have speculative characteristics. These Underlying Funds may involve risk of default on principal and interest and risks associated with collateral impairment, nondiversification, borrower industry concentration, and limited liquidity. - - AN INVESTMENT IN A MONEY-MARKET FUND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE UNDERLYING FUND SEEKS TO MAINTAIN A VALUE OF $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY. Before making an investment in the Fund, you should consider all the risks associated with it. INFORMATION ABOUT MAINSTAY MODERATE GROWTH ALLOCATION FUND ON THIS PAGE AND THE PRECEDING PAGES HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 269 PORTFOLIO OF INVESTMENTS OCTOBER 31, 2005 <Table> <Caption> SHARES VALUE AFFILIATED INVESTMENT COMPANIES (98.5%)+ - --------------------------------------------------------------------------- EQUITY FUNDS (79.7%) MainStay All Cap Growth Fund (a) 210,976 $ 4,780,724 MainStay Common Stock Fund (a) 788,477 9,997,890 MainStay International Equity Fund 443,598 6,032,938 MainStay Large Cap Growth Fund (a) 1,306,408 6,963,157 MainStay MAP Fund 58,822 2,088,178 MainStay Mid Cap Growth Fund (a) 142,842 1,632,679 MainStay S&P 500 Index Fund 41,082 1,156,464 MainStay Small Cap Opportunity Fund 98,256 1,944,496 ----------- 34,596,526 ----------- FIXED INCOME FUNDS (18.8%) MainStay Floating Rate Fund 204,800 2,045,955 MainStay High Yield Corporate Bond Fund 325,559 2,024,977 MainStay Indexed Bond Fund 322,765 3,450,357 MainStay Intermediate Term Bond Fund 67,965 660,620 ----------- 8,181,909 ----------- Total Affiliated Investments (Cost $42,359,416) (b) 98.5% 42,778,435(c) Cash and Other Assets, Less Liabilities 1.5 649,104 --------- ----------- Net Assets 100.0% $43,427,539 ========= =========== </Table> <Table> + Percentages indicated are based on Fund net assets. (a) Non-income producing security. (b) The cost stated also represents the aggregate cost for federal income tax purposes. (c) At October 31, 2005 net unrealized appreciation was $419,019 based on cost for federal income tax purposes. This consisted of aggregate gross unrealized appreciation for all investments on which there was an excess of market value over cost of $567,142 and aggregate gross unrealized depreciation for all investments on which there was an excess of cost over market value of $148,123. </Table> 270 MainStay Moderate Growth Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF ASSETS AND LIABILITIES AS OF OCTOBER 31, 2005 <Table> ASSETS: Investment in affiliated investment companies, at value (identified cost $42,359,416) $42,778,435 Cash 262,811 Receivables: Fund shares sold 687,942 Dividends and interest 36,540 Unamortized offering costs 20,271 Other assets 8,830 ------------ Total assets 43,794,829 ------------ LIABILITIES: Payables: Investment securities purchased 298,694 NYLIFE Distributors 19,953 Professional 17,374 Shareholder communication 11,579 Manager 9,484 Fund shares redeemed 4,562 Transfer agent 2,804 Custodian 1,218 Accrued expenses 1,622 ------------ Total liabilities 367,290 ------------ Net assets $43,427,539 ============ COMPOSITION OF NET ASSETS: Capital stock (par value of $.001 per share) 1 billion shares authorized: Class A $ 2,162 Class B 1,675 Class C 321 Class I 1 Additional paid-in capital 42,929,949 Accumulated undistributed net investment income 56,775 Accumulated net realized gain on investments 17,637 Net unrealized appreciation on investments 419,019 ------------ Net assets $43,427,539 ============ CLASS A Net assets applicable to outstanding shares $22,616,616 ============ Shares of capital stock outstanding 2,161,513 ============ Net asset value per share outstanding $ 10.46 Maximum sales charge (5.50% of offering price) 0.61 ------------ Maximum offering price per share outstanding $ 11.07 ============ CLASS B Net assets applicable to outstanding shares $17,453,167 ============ Shares of capital stock outstanding 1,675,254 ============ Net asset value and offering price per share outstanding $ 10.42 ============ CLASS C Net assets applicable to outstanding shares $ 3,347,282 ============ Shares of capital stock outstanding 321,283 ============ Net asset value and offering price per share outstanding $ 10.42 ============ CLASS I Net assets applicable to outstanding shares $ 10,474 ============ Shares of capital stock outstanding 1,000 ============ Net asset value and offering price per share outstanding $ 10.47 ============ </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 271 STATEMENT OF OPERATIONS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> INVESTMENT INCOME: INCOME: Dividend distributions from affiliated investment companies $117,202 Interest 1,815 --------- Total income 119,017 --------- EXPENSES: Offering 39,581 Distribution--Class B 33,050 Distribution--Class C 5,538 Professional 19,208 Distribution/Service--Class A 15,513 Service--Class B 11,017 Service--Class C 1,846 Shareholder communication 12,048 Registration 7,586 Transfer agent--Classes A, B and C 6,531 Custodian 3,744 Directors 486 Miscellaneous 1,943 --------- Total expenses before reimbursement 158,091 Expense reimbursement from Manager (56,268) --------- Net expenses 101,823 --------- Net investment income 17,194 --------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on affiliated investment company transactions 17,637 Net unrealized appreciation on investments 419,019 --------- Net realized and unrealized gain on investments 436,656 --------- Net increase in net assets resulting from operations $453,850 ========= </Table> 272 MainStay Moderate Growth Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD APRIL 4, 2005 THROUGH OCTOBER 31, 2005 <Table> <Caption> 2005 INCREASE IN NET ASSETS: Operations: Net investment income $ 17,194 Net realized gain on investments 17,637 Net change in unrealized appreciation on investments 419,019 ----------- Net increase in net assets resulting from operations 453,850 ----------- Capital share transactions: Net proceeds from sale of shares: Class A 22,822,836 Class B 17,556,999 Class C 3,379,583 Class I 10,087 ----------- 43,769,505 Cost of shares redeemed: Class A (498,588) Class B (240,874) Class C (56,281) Class I (73) ----------- (795,816) Increase in net assets derived from capital share transactions 42,973,689 ----------- Net increase in net assets 43,427,539 NET ASSETS: Beginning of period -- ----------- End of period $43,427,539 =========== Accumulated undistributed net investment income at end of period $ 56,775 =========== </Table> The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. www.MAINSTAYfunds.com 273 FINANCIAL HIGHLIGHTS SELECTED PER SHARE DATA AND RATIOS <Table> <Caption> CLASS A CLASS B CLASS C CLASS I ----------- ----------- ----------- ----------- APRIL 4, APRIL 4, APRIL 4, APRIL 4, 2005* 2005* 2005* 2005* THROUGH THROUGH THROUGH THROUGH OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, 2005 2005 2005 2005 Net asset value at beginning of period $ 10.00 $ 10.00 $10.00 $10.00 ----------- ----------- ----------- ----------- Net investment income (a) 0.03 (0.01) (0.01) 0.04 Net realized and unrealized gain on investments (b) 0.43 0.43 0.43 0.43 ----------- ----------- ----------- ----------- Total from investment operations 0.46 0.42 0.42 0.47 ----------- ----------- ----------- ----------- Net asset value at end of period $ 10.46 $ 10.42 $10.42 $10.47 =========== =========== =========== =========== Total investment return (c) 4.60%(d) 4.20%(d) 4.20%(d) 4.70%(d) Ratios (to average net assets)/Supplemental Data: Net investment income 0.48%+ (0.27%)+ (0.27%)+ 0.79%+ Net expenses (e) 0.56%+ 1.31%+ 1.31% + 0.25%+ Expenses (before reimbursement) (e) 1.05%+ 1.80%+ 1.80% + 0.74%+ Portfolio turnover rate 2% 2% 2% 2% Net assets at end of period (in 000's) $22,617 $17,453 $3,347 $ 10 </Table> <Table> * Commencement of operations. + Annualized. (a) Per share data based on average outstanding shares during the period. (b) The amount shown for a share outstanding does not correspond with aggregate net realized and unrealized gain (loss) on investments due to the timing of purchases and redemptions of Fund shares in relation to fluctuating market values of the investments of the Fund during the period. (c) Total return is calculated exclusive of sales charges. Class I is not subject to sales charges. (d) Total return is not annualized. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. </Table> 274 MainStay Moderate Growth Allocation Fund The notes to the financial statements are an integral part of, and should be read in conjunction with, the financial statements. NOTES TO FINANCIAL STATEMENTS NOTE 1--ORGANIZATION AND BUSINESS: Eclipse Funds Inc. (the "Company"), was incorporated in the state of Maryland on September 21, 1990. Eclipse Funds (the "Trust"), a Massachusetts business trust, was established on July 30, 1986. The Company and the Trust (collectively the "Funds") are registered as open-end management investment companies under the Investment Company Act of 1940, as amended, ("Investment Company Act") and eighteen separate investment portfolios (collectively, referred as the "Funds" and individually, referred to as a "Fund") are offered. These notes relate only to the Funds listed below. The Funds commenced operations on the dates indicated below: <Table> <Caption> COMMENCEMENT OF OPERATIONS FUNDS (THE COMPANY) January 2, 1991 All Cap Growth, All Cap Value, S&P 500 Index, Cash Reserves, Indexed Bond, Intermediate Term Bond, Short Term Bond and Asset Manager Funds - ---------------------------------------------------------- May 3, 2004 Floating Rate Fund - ---------------------------------------------------------- April 4, 2005 Conservative Allocation, Growth Allocation, Moderate Allocation and Moderate Growth Allocation Funds - ---------------------------------------------------------- </Table> <Table> <Caption> COMMENCEMENT OF OPERATIONS FUNDS (THE TRUST) January 12, 1987 Small Cap Opportunity Fund - ---------------------------------------------------------- May 1, 1989 Balanced Fund - ---------------------------------------------------------- December 27, 1994 Mid Cap Opportunity Fund - ---------------------------------------------------------- </Table> Each Fund offers one or more of the following six classes of shares as indicated: Class A, Class B, Class C, Class I, Class R1 and Class R2 shares. The Cash Reserves Fund also offers another class of shares, the Sweep Shares Class. <Table> <Caption> FUNDS CLASSES OFFERED Balanced Fund Class A, Class B, Class C, Class I, Class R1 and Class R2 shares - ----------------------------------------------------------- All Cap Growth, All Cap Class A, Class B, Class C Value, Mid Cap Opportunity, and Class I shares Small Cap Opportunity, Floating Rate, Intermediate Term Bond, Asset Manager, Conservative Allocation, Growth Allocation, Moderate Allocation, and Moderate Growth Allocation Funds - ----------------------------------------------------------- S&P 500 Index, Indexed Bond Class A and Class I shares and Short Term Bond Funds - ----------------------------------------------------------- Cash Reserves Fund Class I and Sweep Shares Class shares - ----------------------------------------------------------- </Table> Class A shares are offered at net asset value per share plus an initial sales charge. No sales charge applies on investments of $1 million or more (and certain other qualified purchases) in Class A shares, but a contingent deferred sales charge is imposed on certain redemptions of such shares within one year of the date of purchase. Class B shares and Class C are offered without an initial sales charge, although a declining contingent deferred sales charge may be imposed on redemptions made within up to six years of purchase of Class B shares (four years for Floating Rate) and a 1% contingent deferred sales charge may be imposed on redemptions made within one year of purchase of Class C shares. The Class I, Class R1 and Class R2 shares and the Sweep Shares Class are offered at net asset value without imposition of a front-end sales charge or a contingent deferred sales charge. Distribution of Class A, Class B, Class C, Class R1 and Class R2 shares each commenced on January 2, 2004, except with respect to the Class L shares of Mid Cap Opportunity Fund, Small Cap Opportunity Fund, Asset Manager Fund and Balanced Fund, the L Class shares of which commenced operations on December 30, 2002 and were redesignated as the Class C shares on January 1, 2004. Each Fund's No-Load Class shares were redesignated as the Class I shares on January 1, 2004. Each Fund's (except the Floating Rate, Conservative Allocation, Growth Allocation, Moderate Allocation and Moderate Growth Allocation Funds, which were not in existence) Service Class shares ceased operations on January 9, 2004. Each class of shares has similar voting (except for issues that relate solely to one class), dividend, liquidation and other rights and conditions, except that the classes are subject to different distribution fee rates. Class A, Class B, Class C and Class R2 shares and the Sweep Shares Class each bear distribution and/or service fee payments under distribution and service plans pursuant to Rule 12b-1 under the Investment Company Act. In addition, the Class R1 and R2 shares and the Sweep Shares Class each bear service fee payments under shareholder service plans. The investment objective for each of the Funds is as follows: The ALL CAP GROWTH FUND seeks long-term growth of capital. Dividend income, if any, is a consideration incidental to the Fund's objective of growth of capital. The ALL CAP VALUE FUND seeks maximum long-term total return from a combination of capital growth and income. The MID CAP OPPORTUNITY FUND seeks high total return. The S&P 500 INDEX FUND seeks to provide investment results that correspond to the total return performance (reflecting reinvestment of dividends) of common stocks in the aggregate, as represented by the S&P 500(R) Index. The SMALL CAP OPPORTUNITY FUND seeks high total return. www.MAINSTAYfunds.com 275 NOTES TO FINANCIAL STATEMENTS (CONTINUED) The CASH RESERVES FUND seeks a high level of current income while preserving capital and maintaining liquidity. The FLOATING RATE FUND seeks to provide high current income. The INDEXED BOND FUND seeks to provide investment results that correspond to the total return performance of fixed income securities in the aggregate, as represented by the BIG Index. The INTERMEDIATE TERM BOND FUND seeks to maximize total return, consistent with liquidity, low risk to principal and investment in debt securities. The SHORT TERM BOND FUND seeks to maximize total return, consistent with liquidity, preservation of capital and investment in short-term debt securities. The ASSET MANAGER FUND seeks to maximize total return, consistent with certain percentage constraints on amounts allocated to each asset class, from a combination of common stocks, fixed income securities, and money market investments. The BALANCED FUND seeks high total return. The CONSERVATIVE ALLOCATION FUND seeks current income and, secondarily, long-term growth of capital. The GROWTH ALLOCATION FUND seeks long-term growth of capital. The MODERATE ALLOCATION FUND seeks long-term growth of capital and, secondarily, current income. The MODERATE GROWTH ALLOCATION FUND seeks long-term growth of capital and, secondarily, current income. The Conservative Allocation, Growth Allocation, Moderate Allocation and Moderate Growth Allocation Funds (collectively the "Asset Allocation Funds") operate as "fund-of funds". The Asset Allocation Funds may invest in other Funds of the Company and/or Trust as well as funds of The MainStay Funds Trust, a Massachusetts business for which NYLIM also serves as manager ("underlying funds"). The ability of issuers of debt securities held by the Funds to meet their obligations may be affected by economic developments in a specific industry or region. The Funds also invest in foreign securities which carry certain risks that are in addition to the usual risks inherent in domestic instruments. These risks include those resulting from currency fluctuations, future adverse political and economic developments and possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal proceedings across borders. These risks are likely to be greater in emerging markets than in developed markets. NOTE 2--SIGNIFICANT ACCOUNTING POLICIES: The Funds prepare their financial statements in accordance with accounting principles generally accepted in the United States of America and follow the significant accounting policies described below. (A) SECURITIES VALUATION. Equity securities are valued at the latest quoted sales prices as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) on the valuation date; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Prices are taken from the primary market in which each security trades. Debt securities are valued at prices supplied by a pricing agent or brokers selected by the Fund's Manager, whose prices reflect broker/dealer supplied valuations and electronic data processing techniques, as long as such prices are deemed by the Fund's Manager to be representative of market values, at the regular close of business of the New York Stock Exchange. Investments in Underlying Funds are valued at their net asset value at the close of business each day. Loans are valued at the average of bid quotations obtained from a pricing service. Options contracts are valued at the last posted settlement price on the market where such options are principally traded. Futures contracts are valued at the last posted settlement price on the market where such futures are principally traded. Foreign currency forward contracts are valued at their fair market values determined on the basis of the mean between the last current bid and asked prices based on dealer or exchange quotations. In determining the Funds' daily NAV ("Net Asset Value") short-term debt instruments acquired with more than 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Short-term debt instruments maturing 60 days or less are valued at amortized cost, which approximates market value. Pursuant to Rule 2a-7 of the Investment Company Act, securities of Cash Reserves Fund are valued at their amortized cost, which approximates market value. Securities for which market quotations are not readily available are valued by methods deemed in good faith by the Funds' Board of Trustees/Directors to represent fair value. Reasons for which securities may be valued in this manner include, but are not limited to, trading for a security has been halted or suspended, a security has been de-listed from a national exchange, or trading on a security's primary market is temporarily closed at a time when under normal conditions it would be open. At October 31, 2005, the Balanced Fund held securities with a value of $7,050 that were valued in such manner. Certain events may occur between the time that foreign markets close, on which securities held by the Funds principally trade, and the time at which the Funds' NAVs are calculated. These events may include, but are not 276 MainStay Funds limited to, situations relating to a single issue in a market sector, significant fluctuations in U.S. or foreign markets, natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. Should the Manager or Subadvisor conclude that such events may have effected the accuracy of the last price reported on the local foreign market, the Manager or Subadvisor may, pursuant to procedures adopted by the Funds, adjust the value of the local price to reflect the impact on the price of such securities as a result of such events. (B) FEDERAL INCOME TAXES. Each of the Funds is treated as a separate entity for federal income tax purposes. The Funds' policy is to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all taxable income to the shareholders of each Fund within the allowable time limits. By so doing, the Funds will be relieved from all or substantially all of federal and state income and excise taxes. Investment income received by a Fund from foreign sources may be subject to foreign income taxes. These foreign income taxes are withheld at the source. (C) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions are recorded on the ex-dividend date. For the Cash Reserves and Floating Rate Funds, dividends are declared daily and paid monthly and capital gain distributions, if any, are declared and paid annually. For the Indexed Bond, Intermediate Term Bond and Short Term Bond Funds, income dividends are declared and paid monthly and capital gain distributions, if any, are declared and paid annually. For the Balanced, Conservative Allocation, Growth Allocation, Moderate Allocation and Moderate Growth Allocation Funds, income dividends are declared and paid quarterly and capital gain distributions, if any, are declared and paid annually. Each of the other Funds intends to declare and pay, as dividends, substantially all of its net investment income at least once a year, as distributions, and net realized capital gains no more than once a year. Effective January 2, 2006, Asset Manager Fund (which will change its name to Income Manager Fund) will declare and pay dividends quarterly. All dividends and distributions are reinvested in shares of the Fund, at net asset value, unless the shareholder elects otherwise. Income dividends and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These "book/tax differences" are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require reclassification. The following table discloses the current year reclassifications between accumulated undistributed net investment income (loss), accumulated undistributed net realized gain (loss) on investments and paid-in capital arising from permanent differences; net assets at October 31, 2005 are not affected. <Table> <Caption> ACCUMULATED ACCUMULATED UNDISTRIBUTED UNDISTRIBUTED NET REALIZED ADDITIONAL NET INVESTMENT GAIN (LOSS) ON PAID-IN INCOME (LOSS) INVESTMENTS CAPITAL All Cap Growth Fund $ 1,147,966 $ -- $(1,147,966) - ----------------------------------------------------------------------------- Mid Cap Opportunity Fund 160,429 (160,430) 1 - ----------------------------------------------------------------------------- S&P 500 Index Fund (2,805) 2,803 2 - ----------------------------------------------------------------------------- Small Cap Opportunity Fund 887,774 (989,319) 101,545 - ----------------------------------------------------------------------------- Floating Rate Fund (16,137) -- 16,137 - ----------------------------------------------------------------------------- Indexed Bond Fund 390,509 (390,509) -- - ----------------------------------------------------------------------------- Intermediate Term Bond Fund 64,918 (64,918) -- - ----------------------------------------------------------------------------- Short Term Bond Fund 13,579 178,565 (192,144) - ----------------------------------------------------------------------------- Asset Manager Fund 150,102 (150,108) 6 - ----------------------------------------------------------------------------- Balanced Fund (3,611,020) 3,393,177 217,843 - ----------------------------------------------------------------------------- Conservative Allocation Fund 39,581 -- (39,581) - ----------------------------------------------------------------------------- Growth Allocation Fund 51,251 (11,670) (39,581) - ----------------------------------------------------------------------------- Moderate Allocation Fund 39,581 -- (39,581) - ----------------------------------------------------------------------------- Moderate Growth Allocation Fund 39,581 -- (39,581) - ----------------------------------------------------------------------------- </Table> The reclassifications for the Funds are primarily due to paydown gain (loss), real estate investment trusts gain (loss), acquisition adjustments, foreign currency gain (loss), reclassifications of distributions, the expiration of capital loss carryforwards, premium amortization adjustments, excise tax payments and net operating losses. (D) SECURITY TRANSACTIONS AND INVESTMENT INCOME. The Funds record security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized on the ex-dividend date and interest income is accrued as earned. Dividends and distributions received by the Asset Allocation Funds from the underlying funds are recorded on the ex-dividend date. www.MAINSTAYfunds.com 277 NOTES TO FINANCIAL STATEMENTS (CONTINUED) Discounts and premiums on securities, other than short-term securities, purchased for the Funds are accreted and amortized, respectively, on the constant yield method over the life of the respective securities or, in the case of a callable security, over the period to the first date of call. Discounts and premiums on short-term securities are accreted and amortized, respectively, on the straight line method. Investment income and realized and unrealized gains and losses on investments of a Fund are allocated to separate classes of shares pro rata based upon their relative net assets on the date the income is earned or realized and unrealized gains and losses are incurred. (E) EXPENSES. Expenses with respect to the Funds are allocated to the individual Funds in proportion to the net assets of the respective Funds when the expenses are incurred except where direct allocations of expenses can be made. Expenses (other than transfer agent expenses and incurred under the Shareholder Services Plans and the Distribution Plans) are allocated to separate classes of shares pro rata based upon their relative net assets on the date the expenses are incurred. The expenses borne by each Fund, including those of related parties to the Funds, are shown on each Fund's Statement of Operations. In addition, each Asset Allocation Fund bears a pro rata share of the fees and expenses of the underlying funds in which they invest. Because the underlying funds have varied expense and fee levels and the Asset Allocation Funds may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by each Asset Allocation Fund will vary. (F) USE OF ESTIMATES. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. (G) PURCHASED AND WRITTEN OPTIONS. Certain Funds may write covered call and put options on their portfolio securities or foreign currencies. Premiums are received and are recorded as liabilities. The liabilities are subsequently adjusted, and unrealized appreciation and depreciation is recorded to reflect the current value of the options written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are cancelled in closing purchase transactions are added to the proceeds or netted against the amount paid on the transaction to determine the realized gain or loss. By writing a covered call option, in exchange for the premium, a Fund foregoes the opportunity for capital appreciation above the exercise price should the market price of the underlying security or foreign currency increase. By writing a covered put option, a Fund, in exchange for the premium, accepts the risk of a decline in the market value of the underlying security or foreign currency below the exercise price. A call option may be covered by the call writer's owning the underlying security throughout the option period. A call option may also be covered by the call writer's maintaining liquid assets valued at greater than the exercise price of the call written, in a segregated account with its custodian. When writing a covered call option, the Funds, in return for the premium on the option, give up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as the obligation as a writer continues, have retained the risk of loss should the price of the underlying security decline. After writing a put option, a Fund may incur a loss equal to the difference between the exercise price of the option and the sum of the market value of the underlying security plus the premium received from the sale of the option. Certain Funds may purchase call and put options on their portfolio securities. A Fund may purchase call options to protect against an increase in the price of the security it anticipates purchasing. A Fund may purchase put options on its securities to protect against a decline in the value of the security or to close out covered written put positions. A Fund may also purchase options to seek to enhance returns. Risks may arise from an imperfect correlation between the change in market value of the securities held by the Fund and the prices of options relating to the securities purchased or sold by the Fund and from the possible lack of a liquid secondary market for an option. The maximum exposure to loss for any purchased option is limited to the premium initially paid for the option. (see Note 7). (H) LOAN COMMITMENTS. The Floating Rate Fund makes loans and loan assignments ("loans"), which are agreements to make money available (a "commitment") to a borrower in a specified amount, at a specified rate and within a specified time. Such loans are typically senior, secured and collateralized in nature. The Fund records an investment when the borrower withdraws money and records interest as earned. These loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or London InterBank Offered Rate (LIBOR). The loans made by the Fund are generally readily marketable, but may be subject to some restrictions on resale. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to sale. The Fund assumes the credit risk of the borrower, the Selling Participant and any other persons interpositioned between the Fund and the Borrower ("Intermediate Participants"). In the event that the Borrower, Selling Participant or Intermediate Participants becomes insolvent or enters into bankruptcy, the Fund may incur certain costs and 278 MainStay Funds delays in realizing payment, or may suffer a loss of principal and/or interest. Unfunded commitments represent the remaining obligation of the Fund to the borrower. At any point in time, up to the maturity date of the issue, the borrower may demand the unfunded portion. These unfunded amounts are recorded in memorandum accounts (see Note 6). (I) FOREIGN CURRENCY FORWARD CONTRACTS. Certain Funds may enter into foreign currency forward contracts which are agreements to buy or sell currencies of different countries on a specified future date at a specified rate. During the period the forward contract is open, changes in the value of the contract are recognized as unrealized gains or losses by "marking to market" such contract on a daily basis to reflect the market value of the contract at the end of each day's trading. When the forward contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund's basis in the contract. A Fund enters into foreign currency forward contracts primarily to hedge its foreign currency denominated investments and receivables and payables against adverse movements in future foreign exchange rates or to try to enhance the Fund's returns. The use of foreign currency forward contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract amount reflects the extent of a Fund's involvement in these financial instruments. Risks arise from the possible movements in the foreign exchange rates underlying these instruments. The unrealized appreciation on forward contracts reflects the Fund's exposure at period end to credit loss in the event of a counterparty's failure to perform its obligations. (see Note 7). (J) FUTURES CONTRACTS. Certain Funds may enter into futures contracts which are agreements to purchase or sell a specified quantity of an underlying instrument at a specified future date and price, or to make or receive a cash payment based on the value of a securities index, foreign currency or interest rate. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by "marking to market" such contract on a daily basis to reflect the market value of the contract at the end of each day's trading. A Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as "variation margin". When the futures contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund's basis in the contract. The use of futures contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract or notional amounts and variation margin reflect the extent of the Fund's involvement in open futures positions. Risks arise from the possible imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts. However, the Fund's activities in futures contracts are conducted through regulated exchanges which minimize counterparty credit risks. Futures contracts are used for hedging purposes or to seek to enhance returns (see Note 5). (K) REPURCHASE AGREEMENTS. When a Fund invests in Repurchase Agreements, the Fund's custodian takes possession of the collateral pledged for investments in such repurchase agreements. The underlying collateral is valued daily on a mark-to-market basis to determine that the value, including accrued interest, exceeds the repurchase price. In the event of the seller's default of the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral may be subject to legal proceedings. (L) FOREIGN CURRENCY TRANSACTIONS. The books and records of the Funds are kept in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the mean between the buying and selling rates last quoted by any major U.S. bank at the following dates: (i) market value of investment securities, other assets and liabilities--at the valuation date, (ii) purchases and sales of investment securities, income and expenses--at the date of such transactions. The assets and liabilities are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately presented. Net realized gain (loss) on foreign currency transactions represents net gains and losses on foreign currency forward contracts, net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Fund's books, and the U.S. dollar equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange gains or losses. (M) MORTGAGE DOLLAR ROLLS. A mortgage dollar roll ("MDR") is a transaction in which a Fund sells mortgage-backed securities ("MBS") from its portfolio to a www.MAINSTAYfunds.com 279 NOTES TO FINANCIAL STATEMENTS (CONTINUED) counterparty from whom it simultaneously agrees to buy a similar security on a delayed delivery basis. The MDR transactions of a Fund are classified as purchase and sale transactions. The securities sold in connection with the MDRs are removed from the portfolio and a realized gain or loss is recognized. The securities the Funds have agreed to acquire are included at market value in the Portfolio of Investments and liabilities for such purchase commitments are included as payables for investments purchased. During the roll period, a Fund forgoes principal and interest paid on the securities. A Fund is compensated by the difference between the current sales price and the forward price for the future purchase as well as by the earnings on the cash proceeds of the initial sale. MDRs may be renewed without physical delivery of the securities subject to the contract. The Fund maintains a segregated account with its custodian containing securities from its portfolio having a value not less than the repurchase price, including accrued interest. MDR transactions involve certain risks, including the risk that the MBS returned to the Fund at the end of the roll, while substantially similar, could be inferior to what was initially sold to the counterparty. (N) SECURITIES LENDING. In order to realize additional income a Fund may lend its securities to broker-dealers and financial institutions. The loans are collateralized by cash or securities at least equal at all times to the market value of the securities loaned. The Funds may bear the risk of delay in recovery of, or loss of rights in, the securities loaned should the borrower of the securities experience financial difficulty. The Funds receive compensation for lending its securities in the form of fees or it retains a portion of interest on the investment of any cash received as collateral. The Funds also continue to receive interest and dividends on the securities loaned and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the account of the Funds. (See Note 7). (O) RESTRICTED SECURITIES. Under certain conditions the Funds may purchase restricted securities. A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933 (the "1933 Act"). The Fund does not have the right to demand that such securities be registered. Disposal of these securities may involve time-consuming negotiations and expense and prompt sale at an acceptable price may be difficult. (See Note 7). (P) REDEMPTION FEE. The Floating Rate Fund imposes a 2.00% redemption fee on redemptions (including exchanges) of the Fund's shares made within 60 days of their date of purchase. The redemption fee is designed to offset brokerage commissions and other costs to the Fund associated with short-term trading and is not assessed on shares acquired through the reinvestment of dividends or distributions paid by the Fund. The redemption fee may not apply to redemptions of certain benefit plan accounts such as 401(k) plans, section 529 qualified tuition plans, accounts held in omnibus accounts on the books of certain financial intermediary firms, wrap program accounts, redemptions effected through the Systematic Withdrawal/ Exchange Plan or on redemptions of shares held at the time of death or the initial determination of a permanent disability of a shareholder. The redemption fees are included in the Statement of Changes in Net Assets' shares redeemed amount and also as part of additional paid-in capital on the Statement of Assets and Liabilities. The redemption fees paid to the Floating Rate Fund for the year ended October 31, 2005 totaled $28,546. (Q) OFFERING COSTS. Costs incurred by a Fund in connection with the commencement of the Funds operations are being amortized on a strait line basis over twelve months. (R) INDEMNIFICATIONS. In the normal course of business the Funds enter into contracts with third party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Funds. NOTE 3--FEES AND RELATED PARTY TRANSACTIONS: (A) MANAGER AND SUBADVISOR. New York Life Investment Management LLC ("NYLIM" or the "Manager"), an indirect wholly-owned subsidiary of New York Life Insurance Company ("New York Life"), serves as the Funds' Manager. The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services, and keeps the financial and accounting records required for the Funds. The Manager also pays the salaries and expenses of all personnel affiliated with the Funds and all the operational expenses that are not the responsibility of the Funds. MacKay Shields LLC ("MacKay Shields"), a registered investment adviser and an indirect wholly-owned subsidiary of New York Life, serves as subadvisor to the All Cap Growth, All Cap Value, Intermediate Term Bond and Short Term Bond Funds pursuant to a Sub-Advisory Agreement with the Manager. Each Fund is contractually obligated to pay the Manager a monthly fee for the services performed and facilities 280 MainStay Funds furnished at an annual rate of average daily net assets of that Fund as follows: <Table> All Cap Growth Fund .85% - -------------------------------------------------------------- All Cap Value Fund .85% - -------------------------------------------------------------- Mid Cap Opportunity Fund .90% - -------------------------------------------------------------- S&P 500 Index Fund(1) .25% - -------------------------------------------------------------- Small Cap Opportunity Fund 1.00% - -------------------------------------------------------------- Cash Reserves Fund(2) .45% - -------------------------------------------------------------- Floating Rate Fund .60% - -------------------------------------------------------------- Indexed Bond Fund(3) .35% - -------------------------------------------------------------- Intermediate Term Bond Fund(4) .60% - -------------------------------------------------------------- Short Term Bond Fund .60% - -------------------------------------------------------------- Asset Manager Fund .65% - -------------------------------------------------------------- Balanced Fund(5) .75% - -------------------------------------------------------------- Conservative Allocation Fund .00% - -------------------------------------------------------------- Growth Allocation Fund .00% - -------------------------------------------------------------- Moderate Allocation Fund .00% - -------------------------------------------------------------- Moderate Growth Allocation Fund .00% - -------------------------------------------------------------- </Table> 1. .25% on assets to $1 billion; .225% on next $2 billion; .20% on remainder of assets. Prior to May 15, 2005, the Manager was paid .50%. 2. .45% on assets to $500 million; .40% on remainder of assets. Prior to May 15, 2005, the Manager was paid .50%. 3. The manager has contractually agreed to reduce the fee from 0.50% as follows: .35% on assets to $1 billion; .30% on remainder of assets. Prior to May 15, 2005, the Manager had contractually agreed to reduce its fee to .40% from .50%. In connection with these waivers, the Manager waived $366,337 of its fee. 4. Prior to May 15, 2005, the Manager was paid .75%. 5. Effective May 15, 2005, .75% on assets to $1 billion; .73% on remainder of assets. Pursuant to the terms of the Sub-Advisory Agreement between the Manager and the Subadvisor, the Manager pays the Subadvisor a monthly fee at an annual rate of average daily net assets of the Company's Funds as follows: <Table> All Cap Growth Fund .25% - -------------------------------------------------------------- All Cap Value Fund .25% - -------------------------------------------------------------- Intermediate Term Bond Fund .20% - -------------------------------------------------------------- Short Term Bond Fund .15% - -------------------------------------------------------------- </Table> The Manager entered into a written expense limitation agreement to waive a portion of a Fund's management fee or reimburse a Fund so that each Fund's Class I total ordinary expenses (excluding service fees and distribution fees) on an annualized basis do not exceed the indicated percentages for its Class I shares. An equivalent reduction will apply to Class A, Class B, Class C, Class R1 and Class R2 shares as well as Sweep Class shares for the Cash Reserves Fund. These expense limitations may be modified or terminated only with the approval of the Board of Directors/Trustees. Prior to May 15, 2005, all expense limitations were voluntary (except for the S&P 500 Index Fund) and could have been revised or terminated at any time. <Table> All Cap Growth Fund .93% - -------------------------------------------------------------- All Cap Value Fund .94% - -------------------------------------------------------------- Mid Cap Opportunity Fund 1.04% - -------------------------------------------------------------- S&P 500 Index Fund .30% - -------------------------------------------------------------- Small Cap Opportunity Fund 1.19% - -------------------------------------------------------------- Cash Reserves Fund .50% - -------------------------------------------------------------- Floating Rate Fund .90% - -------------------------------------------------------------- Indexed Bond Fund .43%* - -------------------------------------------------------------- Intermediate Term Bond Fund .70%* - -------------------------------------------------------------- Short Term Bond Fund .60% - -------------------------------------------------------------- Asset Manager Fund .94%* - -------------------------------------------------------------- Balanced Fund .94% - -------------------------------------------------------------- </Table> * Prior to May 15, 2005, the expense limitations were .50%, .75% and .83% for Indexed Bond Fund, Intermediate Term Bond Fund and Asset Manager Fund, respectively. The Manager, until October 31, 2005, has also contractually agreed to assume a portion of a Fund's operating expenses for the following Funds so that each Fund's Class I total ordinary expenses (excluding service fees and distribution fees) on an annualized basis do not exceed the indicated percentages for its Class I shares. An equivalent reduction will apply to Class A, Class B and Class C shares: <Table> Conservative Allocation Fund .25% - -------------------------------------------------------------- Growth Allocation Fund .25% - -------------------------------------------------------------- Moderate Allocation Fund .25% - -------------------------------------------------------------- Moderate Growth Allocation Fund .25% - -------------------------------------------------------------- </Table> For the year ended October 31, 2005 the accrual amounts for the contractual and expense limitations described above are as follows: <Table> All Cap Growth Fund $ 123,402 - ------------------------------------------------------------- All Cap Value Fund 156,248 - ------------------------------------------------------------- Mid Cap Opportunity Fund 178,665 - ------------------------------------------------------------- S&P 500 Index Fund 2,020,606 - ------------------------------------------------------------- Cash Reserves Fund 431,544 - ------------------------------------------------------------- Indexed Bond Fund 528,248 - ------------------------------------------------------------- Intermediate Term Bond Fund 205,171 - ------------------------------------------------------------- Short Term Bond Fund 164,075 - ------------------------------------------------------------- Asset Manager Fund 288,200 - ------------------------------------------------------------- Balanced Fund 2,296 - ------------------------------------------------------------- Conservative Allocation Fund 64,895 - ------------------------------------------------------------- Growth Allocation Fund 67,081 - ------------------------------------------------------------- Moderate Allocation Fund 54,074 - ------------------------------------------------------------- Moderate Growth Allocation Fund 56,268 - ------------------------------------------------------------- </Table> www.MAINSTAYfunds.com 281 NOTES TO FINANCIAL STATEMENTS (CONTINUED) It was not necessary for the Manager to reimburse the Small Cap Opportunity or the Floating Rate Funds for expenses for the year ended October 31, 2005. Effective May 15, 2005, the Manager has also entered into a written expense limitation agreement, under which it agreed to reimburse the transfer agent expense of Class A, B and C shares of the following Funds so that total ordinary operating expenses of each Fund's Class A shares (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio securities) do not exceed the following annualized percentages. The Manager will apply an equivalent reimbursement, in an equal amount of basis points, to each Fund's Class B and C shares. These expense limitations may be modified or terminated only with the approval of the Board of Directors/Trustees. <Table> Mid Cap Opportunity Fund 1.35% - -------------------------------------------------------------- Small Cap Opportunity Fund 1.70% - -------------------------------------------------------------- Intermediate Term Bond Fund 1.10% - -------------------------------------------------------------- Short Term Bond Fund .90% - -------------------------------------------------------------- </Table> For the year ended October 31, 2005 NYLIM reimbursed the Funds' as follows pursuant to these expense limitations: <Table> Mid Cap Opportunity Fund $28,014 - ------------------------------------------------------------- Intermediate Term Bond Fund 25,051 - ------------------------------------------------------------- Short Term Bond Fund 7,001 - ------------------------------------------------------------- </Table> It was not necessary for the Manager to reimburse the Small Cap Opportunity Fund for transfer agent expenses for the year ended October 31, 2005. Under these expense limitations, the Manager may recoup the amount of any management fee waivers or expense reimbursements from a Fund (except for the Conservative Allocation Fund, Growth Allocation Fund, Moderate Allocation Fund, and Moderate Growth Allocation Fund) if such action does not cause the Fund to exceed existing expense limitations and the recoupment is made within three years after the year in which the Manager incurred the expense. The amount of recoupment available at October 31, 2005 was as follows: <Table> <Caption> AVAILABLE AMOUNT THROUGH All Cap Growth Fund $ 27,750 10/31/2008 - -------------------------------------------------------------- All Cap Value Fund 34,914 10/31/2008 - -------------------------------------------------------------- Mid Cap Opportunity Fund 128,658 10/31/2008 - -------------------------------------------------------------- S&P 500 Index Fund 13,575 10/31/2008 - -------------------------------------------------------------- Cash Reserves Fund 164,717 10/31/2008 - -------------------------------------------------------------- Indexed Bond Fund 89,759 10/31/2008 - -------------------------------------------------------------- Intermediate Term Bond Fund 39,854 10/31/2008 - -------------------------------------------------------------- Short-Term Bond Fund 76,647 10/31/2008 - -------------------------------------------------------------- Asset Manager Fund 1,664 10/31/2008 - -------------------------------------------------------------- </Table> The Small Cap Opportunity, Floating Rate and Balanced Funds had no amount available for recoupment at October 31, 2005. (B) DISTRIBUTION AND SERVICE FEES. NYLIFE Distributors LLC (the "Distributor") serves as the Funds' distributor and principal underwriter to the Funds. The Company and the Trust, on behalf of the Funds, each has a Distribution Agreement with the Distributor. The Funds, with respect to Class A, Class B, Class C and Class R2 shares as well as the Sweep Shares Class shares of the Cash Reserves Fund, have adopted distribution and service plans (the "Plans") in accordance with the provisions of Rule 12b-1 under the Investment Company Act. The Plans provide that distribution and service fees payable thereunder are payable to the Distributor regardless of the amounts actually expended by the Distributor for distribution of the Funds' shares and service activities. Pursuant to the Class A Plan and Class R2 Plan, the Distributor receives a monthly fee from each applicable Fund at an annual rate of 0.25% of the average daily net assets of the Fund's Class A and Class R2 shares, respectively, which is an expense of the Class A and Class R2 shares of the Fund for distribution or service activities as designated by the Distributor. Pursuant to the Class B and Class C Plans, each applicable Fund pays the Distributor a monthly fee, which is an expense of the Class B and Class C shares of the Fund, for distribution activities as designated by the Distributor, at the annual rate of 0.75% of the average daily net assets of the Fund's Class B and Class C shares, respectively. The Class B and Class C Plans provide that the Class B and Class C shares of the Funds also incur a monthly fee, which is an expense of the Class B and Class C shares of the Funds for service activities as designated by the Distributor, at the annual rate of 0.25% of the average daily net asset value of the Class B or Class C shares of the Funds, respectively. Pursuant to the Sweep Shares Class Plan for the Cash Reserves Fund, the Distributor, NYLIFE Securities Inc., an indirect wholly-owned subsidiary of New York Life, or any other broker-dealer or other financial institution, is entitled to receive a monthly fee, which is an expense of the Sweep Shares Class Plan of the Cash Reserves Fund for distribution or service activities as designated by the Distributor, at an annual rate of 0.25% of the average daily net assets of the Cash Reserves Fund's Sweep Shares Class for account sweep and other distribution-related and shareholder services. In accordance with the Shareholder Services Plans for the Class R1 and Class R2 shares and the Sweep Shares Class shares, the Manager has agreed to provide, through its affiliates or independent third parties, various shareholder and administrative support services to shareholders of the Class R1 and Class R2 shares and the Sweep Shares Class shares. For its services, the Manager is entitled to a Shareholder Service Fee accrued daily and paid monthly at 282 MainStay Funds an annual rate of 0.10% of the average daily net assets attributable to the Class R1 and R2 shares and at an annual rate of 0.25% of the average daily net assets attributable to the Sweep Shares Class shares of the Cash Reserves Fund. (C) SALES CHARGES. The Funds were advised by the Distributor that the amount of sales charges retained on sales of Class A shares was $1,166,845 for the year ended October 31, 2005. The Fund was also advised that the Distributor retained contingent deferred sales charges on redemptions of Class A, Class B and Class C shares of $193,617, $360,456 and $207,182, respectively, for the year ended October 31, 2005. (D) TRANSFER, DIVIDEND DISBURSING AND SHAREHOLDER SERVICING AGENT. NYLIM Service Company LLC ("NYLIM Service"), an affiliate of NYLIM, is the Fund's transfer, dividend disbursing and shareholder servicing agent. NYLIM Service has entered into an agreement with Boston Financial Data Services ("BFDS") pursuant to which BFDS will perform certain of the services for which NYLIM Service is responsible. Transfer agent expenses incurred by the Funds, for the year ended October 31, 2005, were as follows: <Table> All Cap Growth Fund $ 177,808 - ------------------------------------------------------------- All Cap Value Fund 191,700 - ------------------------------------------------------------- Mid Cap Opportunity Fund 260,758 - ------------------------------------------------------------- S&P 500 Index Fund 603,086 - ------------------------------------------------------------- Small Cap Opportunity Fund 569,569 - ------------------------------------------------------------- Cash Reserves Fund 48,371 - ------------------------------------------------------------- Floating Rate Fund 406,464 - ------------------------------------------------------------- Indexed Bond Fund 87,323 - ------------------------------------------------------------- Intermediate Term Bond Fund 87,053 - ------------------------------------------------------------- Short Term Bond Fund 48,098 - ------------------------------------------------------------- Asset Manager Fund 698,774 - ------------------------------------------------------------- Balanced Fund 1,180,318 - ------------------------------------------------------------- Conservative Allocation Fund 6,550 - ------------------------------------------------------------- Growth Allocation Fund 6,614 - ------------------------------------------------------------- Moderate Allocation Fund 6,530 - ------------------------------------------------------------- Moderate Growth Allocation Fund 6,531 - ------------------------------------------------------------- </Table> (E) INDEPENDENT DIRECTORS AND TRUSTEES FEES. As of October 31, 2005, non-interested Directors and Trustees are paid an annual retainer of $62,000 plus reimbursement for travel and out-of-pocket expenses. As of October 31, 2005, the Lead Independent Director/Trustee and the Audit Committee Chair each receive an additional annual retainer of $10,000. The retainers are paid in the aggregate for the Company and the Trust. (F) CAPITAL. At October 31, 2005 affiliates and employees of New York Life owned a significant number of shares of the Funds with the following values and percentages of net assets as follows: <Table> All Cap Growth Fund $ 256,186,172 81.3% - ----------------------------------------------------------------- All Cap Value Fund 91,475,315 65.0 - ----------------------------------------------------------------- Mid Cap Opportunity Fund 271,384 0.2 - ----------------------------------------------------------------- S&P 500 Index Fund 1,378,829,324 88.7 - ----------------------------------------------------------------- Small Cap Opportunity Fund 136,222,116 22.4 - ----------------------------------------------------------------- Cash Reserves Fund 164,220,514 32.6 - ----------------------------------------------------------------- Floating Rate Fund 46,140,878 6.2 - ----------------------------------------------------------------- Indexed Bond Fund 235,273,297 71.4 - ----------------------------------------------------------------- Intermediate Term Bond Fund 98,913,560 76.5 - ----------------------------------------------------------------- Short Term Bond Fund 72,885,258 79.0 - ----------------------------------------------------------------- Asset Manager Fund 227,945,932 64.2 - ----------------------------------------------------------------- Balanced Fund 268,391,094 25.0 - ----------------------------------------------------------------- Conservative Allocation Fund 256,134 1.0 - ----------------------------------------------------------------- Growth Allocation Fund 262,690 1.3 - ----------------------------------------------------------------- Moderate Allocation Fund 259,231 0.6 - ----------------------------------------------------------------- Moderate Growth Allocation Fund 261,440 0.6 - ----------------------------------------------------------------- </Table> From time to time, a Fund may have a concentration of several shareholders holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Fund. (G) OTHER. Pursuant to the Management Agreement between the Funds and NYLIM, the cost of legal services provided to the Funds are payable directly by the Funds. For year ended October 31, 2005, these fees, which are included in Professional fees shown on the Statement of Operations, were as follows: <Table> All Cap Growth Fund $18,241 - ------------------------------------------------------------- All Cap Value Fund 8,751 - ------------------------------------------------------------- Mid Cap Opportunity Fund 5,211 - ------------------------------------------------------------- S&P 500 Index Fund 92,087 - ------------------------------------------------------------- Small Cap Opportunity Fund 26,238 - ------------------------------------------------------------- Cash Reserves Fund 31,365 - ------------------------------------------------------------- Floating Rate Fund 38,134 - ------------------------------------------------------------- Indexed Bond Fund 16,059 - ------------------------------------------------------------- Intermediate Term Bond Fund 8,816 - ------------------------------------------------------------- Short Term Bond Fund 5,843 - ------------------------------------------------------------- Asset Manager Fund 21,435 - ------------------------------------------------------------- Balanced Fund 52,837 - ------------------------------------------------------------- Conservative Allocation Fund 613 - ------------------------------------------------------------- Growth Allocation Fund 489 - ------------------------------------------------------------- Moderate Allocation Fund 1,151 - ------------------------------------------------------------- Moderate Growth Allocation Fund 1,030 - ------------------------------------------------------------- </Table> www.MAINSTAYfunds.com 283 NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 4--FEDERAL INCOME TAXES: As of October 31, 2005, the components of accumulated earnings on a tax basis were as follows: <Table> <Caption> ACCUMULATED OTHER UNREALIZED TOTAL ORDINARY CAPITAL TEMPORARY APPRECIATION ACCUMULATED INCOME GAINS (LOSSES) DIFFERENCES (DEPRECIATION) GAIN (LOSS) All Cap Growth Fund $ -- $ (42,678,420) $ -- $ 82,563,712 $ 39,885,292 - ------------------------------------------------------------------------------------------------------------------------- All Cap Value Fund 1,123,798 (7,768,816) (18,413) 16,290,087 9,626,656 - ------------------------------------------------------------------------------------------------------------------------- Mid Cap Opportunity Fund 2,433,598 3,728,140 -- 3,971,293 10,133,031 - ------------------------------------------------------------------------------------------------------------------------- S&P 500 Index Fund 18,362,847 (31,516,953) 94,685 151,622,364 138,562,943 - ------------------------------------------------------------------------------------------------------------------------- Small Cap Opportunity Fund 35,367,872 28,164,184 -- 30,889,664 94,421,720 - ------------------------------------------------------------------------------------------------------------------------- Cash Reserves Fund -- (3,497) -- -- (3,497) - ------------------------------------------------------------------------------------------------------------------------- Floating Rate Fund 790,910 (3,394,736) (1,201,095) 919,864 (2,885,057) - ------------------------------------------------------------------------------------------------------------------------- Indexed Bond Fund 82,276 (3,307,890) 20,499 (4,075,171) (7,280,286) - ------------------------------------------------------------------------------------------------------------------------- Intermediate Term Bond Fund 319,563 (8,591,092) (93,851) (1,400,581) (9,765,961) - ------------------------------------------------------------------------------------------------------------------------- Short Term Bond Fund 45,669 (3,066,449) (138,553) (1,037,742) (4,197,075) - ------------------------------------------------------------------------------------------------------------------------- Asset Manager Fund 5,637,042 (34,183,372) (95,786) 38,942,459 10,300,343 - ------------------------------------------------------------------------------------------------------------------------- Balanced Fund 18,081,448 33,164,107 -- 19,475,778 68,701,333 - ------------------------------------------------------------------------------------------------------------------------- Conservative Allocation Fund 121,934 -- -- (81,133) 40,801 - ------------------------------------------------------------------------------------------------------------------------- Growth Allocation Fund 131,065 -- -- 249,988 381,053 - ------------------------------------------------------------------------------------------------------------------------- Moderate Allocation Fund 141,241 -- -- 159,260 300,501 - ------------------------------------------------------------------------------------------------------------------------- Moderate Growth Allocation Fund 74,412 -- -- 419,019 493,431 - ------------------------------------------------------------------------------------------------------------------------- </Table> At October 31, 2005, for federal income tax purposes, capital loss carryforwards, as shown in the table below, were available to the extent provided by regulations to offset future realized gains of each respective Fund through the years indicated. To the extent that these loss carryforwards are used to offset future capital gains, it is probable that the capital gains so offset will not be distributed to shareholders. <Table> <Caption> CAPITAL LOSS AVAILABLE AMOUNT THROUGH (000'S) All Cap Growth Fund 2009 $13,987 2010 17,488 2011 2,904 2012 8,299 - ------------------------------------------------------------ $42,678 - ------------------------------------------------------------ All Cap Value Fund 2010 $ 897 2011 6,872 - ------------------------------------------------------------ $ 7,769 - ------------------------------------------------------------ S&P 500 Index Fund 2010 $26,182 2013 5,335 - ------------------------------------------------------------ $31,517 - ------------------------------------------------------------ Cash Reserves Fund 2012 $ 3 2013 1 - ------------------------------------------------------------ $ 4 - ------------------------------------------------------------ Floating Rate Fund 2012 $ 229 2013 3,166 - ------------------------------------------------------------ $ 3,395 - ------------------------------------------------------------ </Table> <Table> <Caption> CAPITAL LOSS AVAILABLE AMOUNT THROUGH (000'S) Indexed Bond Fund 2007 $ 1,410 2008 1,793 2009 105 - ------------------------------------------------------------ $ 3,308 - ------------------------------------------------------------ Intermediate Term Bond Fund 2007 $ 4,032 2008 3,661 2010 898 - ------------------------------------------------------------ $ 8,591 - ------------------------------------------------------------ Short Term Bond Fund 2006 $ 63 2007 572 2008 758 2009 159 2010 35 2011 --(a) 2012 296 2013 1,183 - ------------------------------------------------------------ $ 3,066 - ------------------------------------------------------------ Asset Manager Fund 2011 $34,183 - ------------------------------------------------------------ </Table> (a) Less than one thousand. The All Cap Growth, All Cap Value, Indexed Bond, Intermediate Term Bond and Asset Manager Funds utilized 284 MainStay Funds $10,156,504, $10,989,463, $210,127, $894,519 and $19,969,747, respectively, of capital loss carryforwards during the year ended October 31, 2005. In addition, the Short Term Bond Fund had $192,144 of capital loss carryforwards that expired. The Balanced Fund acquired $131,759 in capital loss carryforwards as a result of acquisition of Strategic Value Fund. There is no limitation to the utilization of this capital loss carryover. The MainStay Short Term Bond Fund (formerly the Eclipse Short Term Bond Fund) acquired $420,163 in capital loss carryforwards as a result of the acquisition of the Eclipse Ultra Short Duration Fund. There were no capital loss carryforwards acquired by the MainStay Intermediate Term Bond Fund (formerly the Eclipse Bond Fund) as a result of the acquisition of the Eclipse Core Bond Plus Fund (see Note 8). Dividends to shareholders from net investment income and distributions to shareholders from net realized gains shown in the Statement of Changes in Net Assets for the years ended October 31, 2005 and 2004 represent tax-based distributions of ordinary income and net long-term capital gain, respectively, except for the Funds for which the tax components of the distributions are shown below. <Table> <Caption> 2005 2004 ----------------------------- ----------------------------- TAX-BASED TAX-BASED TAX-BASED TAX-BASED DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS FROM FROM FROM FROM ORDINARY LONG-TERM ORDINARY LONG-TERM INCOME GAINS INCOME GAINS Mid Cap Opportunity $ 232,682 $ 1,159,326 $ -- $ 109,583 - --------------------------------------------------------------------------------------------------------------------------- Small Cap Opportunity Fund 17,781,133 22,870,569 422,312 8,952,827 - --------------------------------------------------------------------------------------------------------------------------- Cash Reserves Fund 10,727,700 -- 2,455,778 -- - --------------------------------------------------------------------------------------------------------------------------- Balanced Fund 9,280,146 9,086,982 3,948,204 1,497,531 - --------------------------------------------------------------------------------------------------------------------------- </Table> NOTE 5--FINANCIAL INSTRUMENTS: The S&P 500 Index Fund's, Indexed Bond Fund's and Asset Manager Fund's use of futures contracts involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. The contract or notional amounts and variation margin reflect the extent of the Fund's involvement in open futures positions. Risks arise from the possible imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts. However, the Fund's activities in futures contracts are conducted through regulated exchanges which minimize counterparty credit risks. The S&P 500 Index Fund invests in stock index futures contracts to maintain cash reserves while remaining fully invested, to facilitate trading, or to reduce transaction costs. The Indexed Bond Fund invests in contracts for the future delivery of debt securities in order to attempt to maintain cash reserves while remaining fully invested, to facilitate trading, or to reduce transaction costs. The Asset Manager Fund has entered into contracts for the future delivery of debt securities and invests in stock index futures contracts to rebalance the Fund's portfolio composition and risk profile to meet asset class constraints. NOTE 6--COMMITMENTS AND CONTINGENCIES: At October 31, 2005, the Floating Rate Fund had unfunded loan commitments pursuant to the following loan agreements: <Table> <Caption> UNFUNDED BORROWER COMMITMENT American Seafoods Group LLC, due 9/30/12 $ 181,717 - ------------------------------------------------------------------------------ Hanley Wood LLC, due 12/31/06 423,841 - ------------------------------------------------------------------------------ Warner Chilcott Corp., due 1/31/06 552,050 - ------------------------------------------------------------------------------ Warner Chilcott Corp., due 6/30/06 110,410 - ------------------------------------------------------------------------------ </Table> Each of these commitments are available until the maturity date of the security. www.MAINSTAYfunds.com 285 NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 7--FUND SECURITIES LOANED, FOREIGN CURRENCY, FOREIGN CURRENCY FORWARD CONTRACTS, WRITTEN OPTIONS AND RESTRICTED SECURITIES: As of October 31, 2005, the following Funds had securities on loan and received collateral as follows: <Table> <Caption> MARKET VALUE OF SECURITIES ON LOAN COLLATERAL All Cap Growth Fund $ 40,391,438 $ 41,479,939 - --------------------------------------------------------------------------------- All Cap Value Fund 13,874,697 14,589,904 - --------------------------------------------------------------------------------- Mid Cap Opportunity Fund 13,565,335 14,027,743 - --------------------------------------------------------------------------------- S&P 500 Index Fund 115,816,857 119,640,748 - --------------------------------------------------------------------------------- Small Cap Opportunity Fund 100,916,164 105,122,493 - --------------------------------------------------------------------------------- Indexed Bond Fund 50,200,092 51,288,491 - --------------------------------------------------------------------------------- Intermediate Term Bond Fund 2,257,699 2,309,675 - --------------------------------------------------------------------------------- Short Term Bond Fund 3,238,018 3,325,050 - --------------------------------------------------------------------------------- Asset Manager Fund 26,049,444 26,832,976 - --------------------------------------------------------------------------------- Balanced Fund 61,269,902 63,289,642 - --------------------------------------------------------------------------------- </Table> The cash collateral received for securities on loan was used to purchase highly liquid short-term investments in accordance with the lending procedures of the Funds. Securities purchased with collateral received are valued at amortized cost, which approximates market value. As of October 31, 2005, the Asset Manager Fund held the following currencies: <Table> <Caption> CURRENCY COST VALUE Canadian Dollar C$ 351,024 $ 293,065 $ 297,201 Euro E 842,192 1,029,516 1,009,325 Hong Kong Dollar HK$ 4,812,000 619,213 620,735 Pound Sterling L 92,571 164,064 163,851 - ------------------------------------------------------------------------------------- $2,105,858 $2,091,112 - ------------------------------------------------------------------------------------- </Table> As of October 31, 2005, the Intermediate Term Bond Fund had the following open foreign currency forward contracts: <Table> <Caption> CONTRACT CONTRACT INTERMEDIATE AMOUNT AMOUNT UNREALIZED TERM BOND FUND SOLD PURCHASED DEPRECIATION Foreign Currency Sale Contracts - ----------------------------------------------------------------------------------------------- Euro vs. U.S. Dollar, Expiring 1/6/06 E 9,100 $ 10,922 $ (23) - ----------------------------------------------------------------------------------------------- Net unrealized depreciation on foreign currency forward contracts: $ (23) - ----------------------------------------------------------------------------------------------- </Table> During the year ended October 31, 2005, the All Cap Growth and All Cap Value Funds had the following transactions in Written Options: <Table> <Caption> NUMBER OF ALL CAP GROWTH FUND CONTRACTS PREMIUM Options outstanding at October 31, 2004 0 $ 0 - ------------------------------------------------------------------------- Options--written (48) (9,696) - ------------------------------------------------------------------------- Options--expired 48 9,696 - ------------------------------------------------------------------------- Options outstanding at October 31, 2005 0 $ 0 - ------------------------------------------------------------------------- </Table> <Table> <Caption> NUMBER OF ALL CAP VALUE FUND CONTRACTS PREMIUM Options outstanding at October 31, 2004 0 $ 0 - ------------------------------------------------------------------------- Options--written (75) (12,525) - ------------------------------------------------------------------------- Options--expired 75 12,525 - ------------------------------------------------------------------------- Options outstanding at October 31, 2005 0 $ 0 - ------------------------------------------------------------------------- </Table> As of October 31, 2005, the Balanced Fund held restricted securities as follows: <Table> <Caption> PRINCIPAL DATE(S) OF AMOUNT/ 10/31/2005 PERCENTAGE OF SECURITY ACQUISITION SHARES COST VALUE NET ASSETS Skilled Healthcare Group, Inc. Common Stock 3/1/05 27 $ 0(a) $ 432 0.0%(b) - ----------------------------------------------------------------------------------------------------------------------- Globix Corp. Common Stock 12/3/02 2,795 22 3,815 0.0(b) - ----------------------------------------------------------------------------------------------------------------------- North Atlantic Trading Co., Inc. Common Stock 4/21/04 130 1 1 0.0(b) - ----------------------------------------------------------------------------------------------------------------------- MMH Holdings, Inc. Common Stock 3/5/99-6/4/02 197 202 1,044 0.0(b) - ----------------------------------------------------------------------------------------------------------------------- $225 $ 5,292 0.0%(b) - ----------------------------------------------------------------------------------------------------------------------- </Table> (a) Less than $0.50. (b) Less than one tenth of a percent. 286 MainStay Funds NOTE 8--FUND ACQUISITIONS: (A) On February 11, 2005, Balanced Fund acquired the assets, including the investments, and assumed the identified liabilities of Strategic Value Fund, a series of the Mainstay Funds Trust. This reorganization was completed after shareholders approved the plan on February 2, 2005. The aggregate net assets of MainStay Balanced Fund immediately before the acquisition were $639,429,462 and the combined net assets after the acquisition was $694,383,426. The acquisition was accomplished by a tax-free exchange of the following: <Table> <Caption> SHARES VALUE MainStay Strategic Value Fund - ------------------------------------------------------------------------------ Class A 1,380,980 $15,888,219 - ------------------------------------------------------------------------------ Class B 3,260,303 37,464,604 - ------------------------------------------------------------------------------ Class C 139,338 1,601,141 - ------------------------------------------------------------------------------ </Table> In exchange for the Mainstay Strategic Value Fund shares and net assets, Mainstay Balanced Fund issued the following number of shares: <Table> <Caption> SHARES Class A 592,705 - --------------------------------------------------------------- Class B 1,400,861 - --------------------------------------------------------------- Class C 59,858 - --------------------------------------------------------------- </Table> MainStay Strategic Value Fund's net assets after adjustments for any permanent book-to-tax differences at the acquisition date were as follows, which include the following amounts of capital stock, unrealized appreciation, accumulated net realized loss and undistributed net investment loss: <Table> <Caption> ACCUMULATED UNDISTRIBUTED TOTAL NET UNREALIZED NET REALIZED NET INVESTMENT ASSETS CAPITAL STOCK APPRECIATION LOSS LOSS MainStay Strategic Value Fund $54,953,964 $49,992,302 $ 5,174,475 $ (211,049) $ (1,764) - ------------------------------------------------------------------------------------------------------------------------------ </Table> (B) On December 11, 2003, MainStay Short Term Bond Fund (formerly Eclipse Short Term Bond Fund) acquired the assets, including the investments, and assumed the identified liabilities of Eclipse Ultra Short Duration Fund. This reorganization was completed after shareholders approved the plan on September 24, 2003. The aggregate net assets of MainStay Short Term Bond Fund immediately before the acquisition was $35,809,687 and the combined net assets after the acquisition was $110,548,775. The acquisition was accomplished by a tax-free exchange of the following: <Table> <Caption> SHARES VALUE Eclipse Ultra Short Duration Fund - ------------------------------------------------------------------------------ No-Load Class 7,456,363 $74,520,760 - ------------------------------------------------------------------------------ Service Class 21,691 218,328 - ------------------------------------------------------------------------------ </Table> In exchange for the Eclipse Ultra Short Duration Fund shares and net assets, MainStay Short Term Bond Fund issued the following number of shares: <Table> <Caption> SHARES No-Load Class 7,983,823 - --------------------------------------------------------------- Service Class 23,275 - --------------------------------------------------------------- </Table> www.MAINSTAYfunds.com 287 NOTES TO FINANCIAL STATEMENTS (CONTINUED) Eclipse Ultra Short Duration Fund's net assets after adjustments for any permanent book-to-tax differences at the acquisition date were as follows, which include the following amounts of capital stock, unrealized appreciation, accumulated net realized loss and temporary book-to-tax differences: <Table> <Caption> TEMPORARY TOTAL NET CAPITAL UNREALIZED ACCUMULATED NET BOOK-TO-TAX ASSETS STOCK APPRECIATION REALIZED LOSS DIFFERENCES Eclipse Ultra Short Duration Fund $74,739,088 $75,334,518 $ 78,654 $ (420,163) $ (253,921) - ------------------------------------------------------------------------------------------------------------------------- </Table> (C) On December 11, 2003, Intermediate Term Bond Fund (formerly Eclipse Bond Fund) acquired the of the following: assets, including the investments, and assumed the identified liabilities of Eclipse Core Bond Plus Fund. This reorganization was completed after shareholders approved the plan on September 24, 2003. The aggregate net assets of Intermediate Term Bond Fund immediately before the acquisition was $123,809,905 and the combined net assets after the acquisition was $150,603,301. The acquisition was accomplished by a tax-free exchange of the following: <Table> <Caption> SHARES VALUE Eclipse Core Bond Plus Fund 2,614,400 $26,793,396 - ------------------------------------------------------------------------------ </Table> In exchange for the Eclipse Core Bond Plus Fund shares and net assets, MainStay Intermediate Term Bond Fund issued the following number of shares: <Table> <Caption> SHARES No-Load Class 2,713,657 - --------------------------------------------------------------- </Table> Eclipse Core Bond Fund's net assets after adjustments for any permanent book-to-tax differences at the acquisition date were as follows, which include the following amounts of capital stock, unrealized appreciation and temporary book-to-tax differences: <Table> <Caption> TEMPORARY TOTAL NET CAPITAL UNREALIZED BOOK-TO-TAX ASSETS STOCK APPRECIATION DIFFERENCES Eclipse Core Bond Plus Fund $26,793,396 $26,387,302 $ 312,011 $94,083 - ---------------------------------------------------------------------------------------------------- </Table> NOTE 9--CUSTODIAN: Investors Bank & Trust Company is the custodian of cash and securities of each Fund of the Company and Trust. Custodial fees are charged to each Fund based on the market value of securities in the Fund and the number of certain cash transactions incurred by each Fund. Formerly, The Bank of New York acted as custodian. NOTE 10--LINE OF CREDIT: The Funds, and certain affiliated funds, with the exception of the Cash Reserves Fund, maintain a line of credit of $160,000,000 with a syndicate of banks in order to secure a source of funds for temporary purposes to meet unanticipated or excessive shareholder redemption requests. The Funds pay a commitment fee, at an annual rate of .075% of the average commitment amount, regardless of usage, to The Bank of New York, which acts as agent to the syndicate. Such commitment fees are allocated among the Funds based upon net assets and other factors. Interest on any revolving credit loan is charged based upon the Federal Funds Advances rate. There were no borrowings on the line of credit during the year ended October 31, 2005. 288 MainStay Funds This page intentionally left blank www.MAINSTAYfunds.com 289 NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 11--PURCHASE AND SALES OF SECURITIES (IN 000'S): During the year ended October 31, 2005, purchase and sales of securities, other than securities subject to repurchase transactions and short-term securities, were as follows: <Table> <Caption> ALL CAP ALL CAP MID CAP GROWTH FUND VALUE FUND OPPORTUNITY FUND ------------------- ------------------- -------------------- PURCHASES SALES PURCHASES SALES PURCHASES SALES U.S. Government $ -- $ -- $ -- $ -- $ -- $ -- - -------------------------------------------------------------------------------------------- All Others 89,588 91,856 53,633 55,180 186,735 114,090 - -------------------------------------------------------------------------------------------- Total $89,588 $91,856 $53,633 $55,180 $186,735 $114,090 - -------------------------------------------------------------------------------------------- </Table> <Table> <Caption> INTERMEDIATE TERM ASSET MANAGER BOND FUND SHORT TERM BOND FUND FUND -------------------- -------------------- -------------------- PURCHASES SALES PURCHASES SALES PURCHASES SALES U.S. Government $225,825 $234,737 $140,487 $130,942 $106,400 $105,481 - ---------------------------------------------------------------------------------------------- All Others 34,285 61,795 -- 12,758 208,365 204,119 - ---------------------------------------------------------------------------------------------- Total $260,110 $296,532 $140,487 $143,700 $314,765 $309,600 - ---------------------------------------------------------------------------------------------- </Table> <Table> <Caption> MODERATE GROWTH ALLOCATION FUND ----------------- PURCHASES SALES U.S. Government $ -- $ -- - --------------------------------------------------------------------------------------- All Others 41,905 347 - --------------------------------------------------------------------------------------- Total $41,905 $347 - --------------------------------------------------------------------------------------- </Table> NOTE 12--CAPITAL SHARE TRANSACTIONS (IN 000'S): Transactions in capital shares were as follows: <Table> <Caption> ALL CAP GROWTH FUND ------------------------------------------------------------------- CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C ------- ------- ------- ------- ------- ------- ------- JANUARY 2, 2004* YEAR ENDED THROUGH OCTOBER 31, 2005 OCTOBER 31, 2004 Shares sold 411 301 89 1,811 786 198 31 - --------------------------------------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------- 411 301 89 1,811 786 198 31 - --------------------------------------------------------------------------------------------------------- Shares redeemed (449) (50) (12) (2,494) (92) (8) (2) - --------------------------------------------------------------------------------------------------------- Net increase (decrease) (38) 251 77 (683) 694 190 29 - --------------------------------------------------------------------------------------------------------- <Caption> ALL CAP GROWTH FUND ----------------------------------- CLASS I SERVICE CLASS+ ---------------- ---------------- NOVEMBER 1, 2003 YEAR ENDED THROUGH OCTOBER 31, 2004 JANUARY 9, 2004 Shares sold 1,736 20 - ------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions -- -- - ------------------------------------------------------------------------- 1,736 20 - ------------------------------------------------------------------------- Shares redeemed (6,663) (602) - ------------------------------------------------------------------------- Net increase (decrease) (4,927) (582) - ------------------------------------------------------------------------- </Table> <Table> <Caption> MID CAP OPPORTUNITY FUND ------------------------------------------------------------------- CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C ------- ------- ------- ------- ------- ------- ------- JANUARY 2, 2004* YEAR ENDED THROUGH OCTOBER 31, 2005 OCTOBER 31, 2004 Shares sold 1,468 820 732 405 298 259 220 - ---------------------------------------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions 10 10 7 22 -- -- --(a) - ---------------------------------------------------------------------------------------------------------- 1,478 830 739 427 298 259 220 - ---------------------------------------------------------------------------------------------------------- Shares redeemed (139) (100) (66) (324) (18) (10) (6) - ---------------------------------------------------------------------------------------------------------- Net increase (decrease) 1,339 730 673 103 280 249 214 - ---------------------------------------------------------------------------------------------------------- <Caption> MID CAP OPPORTUNITY FUND ----------------------------------- CLASS I SERVICE CLASS+ ---------------- ---------------- NOVEMBER 1, 2003 YEAR ENDED THROUGH OCTOBER 31, 2004 JANUARY 9, 2004 Shares sold 398 1 - -------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions 5 --(a) - -------------------------------------------------------------------------- 403 1 - -------------------------------------------------------------------------- Shares redeemed (266) (1) - -------------------------------------------------------------------------- Net increase (decrease) 137 --(a) - -------------------------------------------------------------------------- </Table> * Commencement of Operations. + Service Class ceased operations on January 9, 2004. (a) Less than one thousand shares. 290 MainStay Funds <Table> <Caption> S & P 500 SMALL CAP FLOATING RATE INDEXED INDEX FUND OPPORTUNITY FUND FUND BOND FUND ------------------- -------------------- ------------------- -------------------- PURCHASES SALES PURCHASES SALES PURCHASES SALES PURCHASES SALES $ -- $ -- $ -- $ -- $ -- $ -- $514,632 $432,179 - ------------------------------------------------------------------------------------------- 320,998 78,486 940,597 633,623 554,458 69,608 35,724 10,599 - ------------------------------------------------------------------------------------------- $320,998 $78,486 $940,597 $633,623 $554,458 $69,608 $550,356 $442,778 - ------------------------------------------------------------------------------------------- </Table> <Table> <Caption> BALANCED CONSERVATIVE GROWTH FUND ALLOCATION FUND ALLOCATION FUND MODERATE ALLOCATION FUND --------------------- ----------------- ------------------ ------------------------- PURCHASES SALES PURCHASES SALES PURCHASES SALES PURCHASES SALES $ -- $ 875 $ -- $ -- $ -- $ -- $ -- $ -- - ---------------------------------------------------------------------------------------------- 1,327,440 729,286 25,159 412 21,192 2,207 45,783 485 - ---------------------------------------------------------------------------------------------- $1,327,440 $730,161 $25,159 $412 $21,192 $2,207 $45,783 $485 - ---------------------------------------------------------------------------------------------- </Table> <Table> <Caption> ALL CAP VALUE FUND --------------------------------------------------------------------------------------------------------- CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C CLASS I SERVICE CLASS+ ------- ------- ------- ------- ------- ------- ------- ---------------- ---------------- JANUARY 2, 2004* NOVEMBER 1, 2003 YEAR ENDED THROUGH YEAR ENDED THROUGH OCTOBER 31, 2005 OCTOBER 31, 2004 OCTOBER 31, 2004 JANUARY 9, 2004 383 344 72 1,310 842 315 83 1,925 37 - ------------------------------------------------------------------------------------------------------------- 6 1 -- 97 -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------- 389 345 72 1,407 842 315 83 2,097 41 - ------------------------------------------------------------------------------------------------------------- (186) (73) (20) (2,094) (99) (9) (11) (7,122) (521) - ------------------------------------------------------------------------------------------------------------- 203 272 52 (687) 743 306 72 (5,025) (480) - ------------------------------------------------------------------------------------------------------------- </Table> <Table> <Caption> S&P 500 INDEX FUND SMALL CAP OPPORTUNITY FUND --------------------------------------------------------------------- ------------------------------------- CLASS A CLASS I CLASS A CLASS I SERVICE CLASS+ CLASS A CLASS B CLASS C CLASS I ------- ------- ---------------- ----------- ---------------- ------- ------- ------- ------- JANUARY 2, 2004* YEAR ENDED NOVEMBER 1, 2003 YEAR ENDED THROUGH OCTOBER 31, THROUGH YEAR ENDED OCTOBER 31, 2005 OCTOBER 31, 2004 2004 JANUARY 9, 2004 OCTOBER 31, 2005 4,823 16,052 13,266 12,887 652 9,644 1,764 2,342 8,155 - ----------------------------------------------------------------------------------------------------------------- 124 588 -- 382 81 206 164 49 1,634 - ----------------------------------------------------------------------------------------------------------------- 4,947 16,640 13,266 13,269 733 9,850 1,928 2,391 9,789 - ----------------------------------------------------------------------------------------------------------------- (4,578) (9,684) (2,530) (7,821) (8,845) (1,245) (211) (173) (4,157) - ----------------------------------------------------------------------------------------------------------------- 369 6,956 10,736 5,448 (8,112) 8,605 1,717 2,218 5,632 - ----------------------------------------------------------------------------------------------------------------- <Caption> SMALL CAP OPPORTUNITY FUND -------------------------------------------------------- CLASS A CLASS B CLASS C CLASS I SERVICE CLASS+ ------- ------- ------- ------- ---------------- JANUARY 2, 2004* YEAR ENDED NOVEMBER 1, 2003 THROUGH OCTOBER 31, THROUGH OCTOBER 31, 2004 2004 JANUARY 9, 2004 1,473 874 311 6,894 9 - ------------------------------------------------------------- --(a) -- --(a) 538 4 - ------------------------------------------------------------- 1,473 874 311 7,432 13 - ------------------------------------------------------------- (148) (63) (11) (7,065) (79) - ------------------------------------------------------------- 1,325 811 300 367 (66) - ------------------------------------------------------------- </Table> www.MAINSTAYfunds.com 291 NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 12--CAPITAL SHARE TRANSACTIONS (IN 000'S) (CONTINUED): <Table> <Caption> CASH RESERVE FUND -------------------------------------------------------------------------------- CLASS I SWEEP SHARES CLASS CLASS I SWEEP SHARES CLASS SERVICE CLASS+ -------- ------------------ -------- ------------------ ---------------- NOVEMBER 1, 2003 YEAR ENDED YEAR ENDED THROUGH OCTOBER 31, 2005 OCTOBER 31, 2004 JANUARY 9, 2004 Shares sold 625,554 283,633 506,073 136,262 2,796 - --------------------------------------------------------------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions 5,646 5,082 1,742 544 6 - --------------------------------------------------------------------------------------------------------------------------------- 631,200 288,715 507,815 136,806 2,802 - --------------------------------------------------------------------------------------------------------------------------------- Shares redeemed (645,555) (278,490) (482,326) (148,842) (20,300) - --------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) (14,355) 10,225 25,489 (12,036) (17,498) - --------------------------------------------------------------------------------------------------------------------------------- </Table> <Table> <Caption> INTERMEDIATE TERM BOND FUND ------------------------------------------------------------------- CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C ------- ------- ------- ------- ------- ------- ------- JANUARY 2, 2004* YEAR ENDED THROUGH OCTOBER 31, 2005 OCTOBER 31, 2004 Shares sold 380 275 140 1,933 948 313 114 - --------------------------------------------------------------------------------------------------------- Shares issued in connection with acquisition of Core Bond Plus or Ultra Short Duration Fund (b) -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions 23 8 3 401 15 3 1 - --------------------------------------------------------------------------------------------------------- 403 283 143 2,334 963 316 115 - --------------------------------------------------------------------------------------------------------- Shares redeemed (384) (109) (61) (5,955) (153) (42) (21) - --------------------------------------------------------------------------------------------------------- Net increase (decrease) 19 174 82 (3,621) 810 274 94 - --------------------------------------------------------------------------------------------------------- <Caption> INTERMEDIATE TERM BOND FUND ----------------------------------- CLASS I SERVICE CLASS+ ---------------- ---------------- NOVEMBER 1, 2003 YEAR ENDED THROUGH OCTOBER 31, 2004 JANUARY 9, 2004 Shares sold 4,199 12 - ------------------------------------------------------------------------- Shares issued in connection with acquisition of Core Bond Plus or Ultra Short Duration Fund (b) 2,714 -- - ------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions 469 4 - ------------------------------------------------------------------------- 7,382 16 - ------------------------------------------------------------------------- Shares redeemed (5,453) (603) - ------------------------------------------------------------------------- Net increase (decrease) 1,929 (587) - ------------------------------------------------------------------------- </Table> <Table> <Caption> BALANCED FUND --------------------------------------------------------------------------------------------------- CLASS A CLASS B CLASS C CLASS I CLASS R1 CLASS R2 CLASS A CLASS B CLASS C CLASS I ------- ------- ------- ------- -------- -------- ------- ------- ------- ------- JANUARY 2, 2004* YEAR ENDED YEAR ENDED THROUGH OCTOBER 31, OCTOBER 31, 2005 OCTOBER 31, 2004 2004 Shares sold 8,053 4,414 4,412 4,686 2,002 3,078 4,783 2,597 1,184 4,080 - -------------------------------------------------------------------------------------------------------------------------------- Share issued in connection with acquisition of Strategic Value Fund (b) 593 1,401 60 -- -- -- -- -- -- -- - -------------------------------------------------------------------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions 157 75 32 269 65 37 18 4 2 172 - -------------------------------------------------------------------------------------------------------------------------------- 8,803 5,890 4,504 4,955 2,067 3,115 4,801 2,601 1,186 4,252 - -------------------------------------------------------------------------------------------------------------------------------- Shares redeemed (1,630) (693) (393) (2,033) (388) (1,242) (543) (120) (46) (3,293) - -------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) 7,173 5,197 4,111 2,922 1,679 1,873 4,258 2,481 1,140 959 - -------------------------------------------------------------------------------------------------------------------------------- <Caption> BALANCED FUND -------------------------------------- CLASS R1 CLASS R2 SERVICE CLASS+ -------- -------- ---------------- NOVEMBER 1, 2003 THROUGH JANUARY 9, 2004 Shares sold 1,255 933 222 - -------------------------------------------------------------------- Share issued in connection with acquisition of Strategic Value Fund (b) -- -- -- - -------------------------------------------------------------------- Shares issued in reinvestment of dividends and distributions 4 2 15 - -------------------------------------------------------------------- 1,259 935 237 - -------------------------------------------------------------------- Shares redeemed (64) (174) (1,033) - -------------------------------------------------------------------- Net increase (decrease) 1,195 761 (796) - -------------------------------------------------------------------- </Table> * Commencement of Operations. + Service Class ceased operations on January 9, 2004. (a) Less than one thousand shares. (b) On February 11, 2005 and pursuant to shareholder approval, the assets and liabilities of the MainStay Strategic Value Fund were acquired by the MainStay Balanced Fund. On December 11, 2003 and pursuant to shareholder approval, the assets and liabilities of the Eclipse Core Bond Plus Fund were acquired by the Eclipse Bond Fund which was subsequently renamed MainStay Intermediate Term Bond Fund. Also on December 11, 2003 and pursuant to shareholder approval, the assets and liabilities of the Eclipse Ultra Short Duration Fund were acquired by the Eclipse Short Term Bond Fund which was subsequently renamed MainStay Short Term Bond Fund. 292 MainStay Funds <Table> <Caption> FLOATING RATE FUND INDEXED BOND FUND ----------------------------------------------------------------------------- ------------------------------------ CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C CLASS I CLASS A CLASS I CLASS A ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ---------------- MAY 3, 2004* JANUARY 2, 2004* YEAR ENDED THROUGH YEAR ENDED THROUGH OCTOBER 31, 2005 OCTOBER 31, 2004 OCTOBER 31, 2005 OCTOBER 31, 2004 44,145 4,013 12,798 744 26,911 4,259 8,981 228 3,351 9,555 6,085 - ------------------------------------------------------------------------------------------------------------------------ 933 140 280 18 130 27 38 2 206 925 98 - ------------------------------------------------------------------------------------------------------------------------ 45,078 4,153 13,078 762 27,041 4,286 9,019 230 3,557 10,480 6,183 - ------------------------------------------------------------------------------------------------------------------------ (19,862) (1,739) (4,814) (62) (1,615) (475) (467) (1) (1,877) (4,488) (1,840) - ------------------------------------------------------------------------------------------------------------------------ 25,216 2,414 8,264 700 25,426 3,811 8,552 229 1,680 5,992 4,343 - ------------------------------------------------------------------------------------------------------------------------ <Caption> INDEXED BOND FUND ------------------------------------ CLASS I SERVICE CLASS+ ---------------- ----------------- NOVEMBER 1, 2003 YEAR ENDED THROUGH OCTOBER 31, 2004 JANUARY 9, 2004 5,664 466 - ----------------------------------------- 577 14 - ----------------------------------------- 6,241 480 - ----------------------------------------- (4,342) (3,312) - ----------------------------------------- 1,899 (2,832) - ----------------------------------------- </Table> <Table> <Caption> SHORT TERM BOND FUND ASSET MANAGER FUND --------------------------------------------------------------------- ------------------------------------- CLASS A CLASS I CLASS A CLASS I SERVICE CLASS+ CLASS A CLASS B CLASS C CLASS I ------- ------- ---------------- ----------- ---------------- ------- ------- ------- ------- YEAR ENDED JANUARY 2, 2004* YEAR ENDED NOVEMBER 1, 2003 OCTOBER 31, THROUGH OCTOBER 31, THROUGH YEAR ENDED 2005 OCTOBER 31, 2004 2004 JANUARY 9, 2004 OCTOBER 31, 2005 352 878 2,158 2,000 25 2,069 1,305 295 2,327 - ----------------------------------------------------------------------------------------------------------------- -- -- 23 7,984 -- -- -- -- -- - ----------------------------------------------------------------------------------------------------------------- 12 110 10 100 --(a) 65 20 3 267 - ----------------------------------------------------------------------------------------------------------------- 364 988 2,191 10,084 25 2,134 1,325 298 2,594 - ----------------------------------------------------------------------------------------------------------------- (254) (1,787) (1,628) (3,598) (84) (1,009) (297) (103) (3,241) - ----------------------------------------------------------------------------------------------------------------- 110 (799) 563 6,486 (59) 1,125 1,028 195 (647) - ----------------------------------------------------------------------------------------------------------------- <Caption> ASSET MANAGER FUND -------------------------------------------------------- CLASS A CLASS B CLASS C CLASS I SERVICE CLASS+ ------- ------- ------- ------- ---------------- JANUARY 2, 2004* YEAR ENDED NOVEMBER 1, 2003 THROUGH OCTOBER 31, THROUGH OCTOBER 31, 2004 2004 JANUARY 9, 2004 5,079 1,655 268 2,819 72 - ------------------------------------------------------------- -- -- -- -- -- - ------------------------------------------------------------- -- -- --(a) 437 53 - ------------------------------------------------------------- 5,079 1,655 268 3,256 125 - ------------------------------------------------------------- (676) (53) (15) (6,750) (3,132) - ------------------------------------------------------------- 4,403 1,602 253 (3,494) (3,007) - ------------------------------------------------------------- </Table> <Table> <Caption> CONSERVATIVE ALLOCATION FUND GROWTH ALLOCATION FUND MODERATE ALLOCATION FUND ------------------------------------- ------------------------------------- ------------------------------------- CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C CLASS I ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- APRIL 4, 2005* APRIL 4, 2005* APRIL 4, 2005* THROUGH THROUGH THROUGH OCTOBER 31, 2005 OCTOBER 31, 2005 OCTOBER 31, 2005 1,339 920 291 1 1,034 785 93 1 2,445 1,954 292 1 - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- 4 2 -- -- -- -- -- -- 4 1 -- -- - ------------------------------------------------------------------------------------------------------------------------- 1,343 922 291 1 1,034 785 93 1 2,449 1,955 292 1 - ------------------------------------------------------------------------------------------------------------------------- (34) (28) (6) -- (15) (7) (7) -- (123) (48) (6) -- - ------------------------------------------------------------------------------------------------------------------------- 1,309 894 285 1 1,019 778 86 1 2,326 1,907 286 1 - ------------------------------------------------------------------------------------------------------------------------- <Caption> MODERATE GROWTH ALLOCATION FUND ------------------------------------- CLASS A CLASS B CLASS C CLASS I ------- ------- ------- ------- APRIL 4, 2005* THROUGH OCTOBER 31, 2005 2,209 1,698 327 1 - ------------------------------------------ - ------------------------------------------ -- -- -- -- - ------------------------------------------ 2,209 1,698 327 1 - ------------------------------------------ (47) (23) (5) -- - ------------------------------------------ 2,162 1,675 322 1 - ------------------------------------------ </Table> www.MAINSTAYfunds.com 293 NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 13--SUBSEQUENT EVENT: On November 4, 2005, the MainStay Growth Equity Fund, a series of Eclipse Funds Inc. commenced operations. NOTE 14--OTHER MATTERS: NYLIM and mutual funds that NYLIM advises have received requests for information from various government authorities and regulatory bodies regarding market timing, late trading, operations, fees, expenses, and other matters. NYLIM and the funds it advises are cooperating fully and completed responding to these requests. To date, substantially all of the costs associated with these and other regulatory matters have been borne by NYLIM. Except as described below, neither NYLIM nor the funds advised by it have any reason to believe that they have been targeted as the subject of any governmental or regulatory enforcement action. In a separate matter, the SEC Staff has raised concerns relating to a guarantee provided to shareholders of the MainStay Equity Index Fund and the fees and expenses of that Fund, as well as the related guarantee disclosure to Fund shareholders. Discussions have been held with the SEC concerning a possible resolution of this matter. There can be no assurance at this time as to the outcome of these efforts. The MainStay Equity Index Fund is not a portfolio of the Eclipse Funds Inc. or the Eclipse Funds. 294 MainStay Funds REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Eclipse Funds Inc. and the Board of Trustees and Shareholders of Eclipse Funds: We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Eclipse Funds Inc., comprising the MainStay All Cap Growth, MainStay All Cap Value, MainStay S&P 500 Index, MainStay Cash Reserves, MainStay Floating Rate, MainStay Indexed Bond, MainStay Intermediate Term Bond, MainStay Short Term Bond, MainStay Asset Manager, MainStay Conservative Allocation, MainStay Growth Allocation, MainStay Moderate Allocation and MainStay Moderate Growth Allocation Funds, and Eclipse Funds, comprising the MainStay Mid Cap Opportunity, MainStay Small Cap Opportunity and MainStay Balanced Funds, (each a "Fund" and collectively, the "Funds"), as of October 31, 2005, and the related statements of operations for the year or period then ended, the statements of changes in net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the periods presented through October 31, 2002 were audited by other auditors, whose report dated December 17, 2002, expressed an unqualified opinion thereon. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2005, by correspondence with custodians and brokers. As to securities purchased or sold but not yet received or delivered, we performed other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the portfolios constituting the Funds as of October 31, 2005, the results of their operations for the year or period then ended, the changes in their net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the three-year period then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Philadelphia, Pennsylvania December 23, 2005 www.MAINSTAYfunds.com 295 BOARD MEMBERS AND OFFICERS The Board Members oversee the Funds, the Manager and the Subadvisor. Information pertaining to the Board Members and officers is set forth below. Each Board Member serves until his or her successor is elected and qualified or until his or her resignation, death, or removal. Officers serve a term of one year and are elected annually by the Board Members. The business address of each Board Member and officer listed below is 51 Madison Avenue, New York, New York 10010. The Statements of Additional Information applicable to the Funds include additional information about the Board Members and is available, without charge, upon request, by calling 1-800-MAINSTAY (1-800-624-6782). <Table> <Caption> NUMBER OF FUNDS OTHER POSITION(S) HELD IN FUND COMPLEX DIRECTORSHIPS NAME AND WITH FUND AND PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY DATE OF BIRTH LENGTH OF SERVICE DURING PAST FIVE YEARS BOARD MEMBER BOARD MEMBER --------------------------------------------------------------------------------------------------------------------- LAWRENCE GLACKEN Director since Retired. 18 None 10/22/27 1991 and Trustee since 2000 --------------------------------------------------------------------------------------------------------------------- PETER MEENAN(1) Director and Consultant; President and Chief Executive 18 Trustee, The 12/5/41 Trustee since Officer of Babson-United, Inc. (2000 to 2004); Vantagepoint 2002 Head of Global Funds, Citicorp (1995 to 1999). Funds. --------------------------------------------------------------------------------------------------------------------- ROBERT P. Director since Retired. 18 None MULHEARN 1991 and Trustee 3/11/47 since 2000 --------------------------------------------------------------------------------------------------------------------- SUSAN B. Director since President, Strategic Management Advisors LLC. 18 Director, KERLEY(2) 1991 and Trustee SSB/Citi 8/12/51 since 2000 Mutual Funds. --------------------------------------------------------------------------------------------------------------------- </Table> <Table> <Caption> POSITION(S) HELD NUMBER OF FUNDS OTHER NAME AND WITH FUND AND PRINCIPAL OCCUPATION(S) IN FUND COMPLEX DIRECTORSHIPS DATE OF BIRTH LENGTH OF SERVICE DURING PAST FIVE YEARS OVERSEEN BY OFFICER HELD BY OFFICER ------------------------------------------------------------------------------------------------------------------------- ROBERT A. Chief Legal Senior Managing Director, General Counsel, and 64 None ANSELMI Officer since Secretary, New York Life Investment Management 10/19/46 2003 LLC (including predecessor advisory organizations); General Counsel and Secretary, New York Life Investment Management Holdings LLC; Senior Vice President, New York Life Insurance Company; Vice President and Secretary, McMorgan & Company LLC; Secretary, NYLIM Service Company LLC, NYLCAP Manager LLC, and Madison Capital Funding LLC; Chief Legal Officer, The MainStay Funds and MainStay VP Series Fund, Inc., and McMorgan Funds; Managing Director and Senior Counsel, Lehman Brothers Inc. (October 1998 to December 1999); General Counsel and Managing Director, JP Morgan Investment Management Inc. (1986 to September 1998). ------------------------------------------------------------------------------------------------------------------------- ARPHIELA Treasurer and Director and Manager of Fund Accounting and 64 None ARIZMENDI Principal Administration, New York Life Investment 10/26/56 Financial and Management LLC (since March 2003); Treasurer Accounting and Principal Financial and Accounting Officer since Officer, The MainStay Funds, MainStay VP 2005 Series Fund, Inc., and McMorgan Funds (since December 2005); Assistant Treasurer, The MainStay Funds, Eclipse Funds, Eclipse Funds Inc., MainStay VP Series Fund, Inc. and McMorgan Funds (1992 to December 2005). ------------------------------------------------------------------------------------------------------------------------- </Table> 1. Mr. Meenan has been appointed Chairman of the Audit Committee. 2. Ms. Kerley has been designated the Lead Independent Trustee/Director. 296 MainStay Funds <Table> <Caption> POSITION(S) HELD NUMBER OF FUNDS OTHER NAME AND WITH FUND AND PRINCIPAL OCCUPATION(S) IN FUND COMPLEX DIRECTORSHIPS DATE OF BIRTH LENGTH OF SERVICE DURING PAST FIVE YEARS OVERSEEN BY OFFICER HELD BY OFFICER ------------------------------------------------------------------------------------------------------------------------- CHRISTOPHER O. President since Executive Vice President, New York Life 37 None BLUNT 2005 Investment Management LLC and New York Life 5/13/62 Investment Management Holdings LLC (since July 2004); Manager and Executive Vice President, NYLIM Product Distribution, NYLIFE Distributors LLC (since January 2005); Chairman, NYLIM Service Company LLC (since March 2005); Chairman and Class C Director, New York Life Trust Company, FSB (since December 2004); Chairman, New York Life Trust Company (since February 2005); President, The MainStay Funds (since May 2005); Chairman and Chief Executive Officer, Giving Capital, Inc. (2001 to June 2004); Chief Marketing Officer--Americas, Merrill Lynch Investment Managers (1999 to 2001); President, Mercury Funds Distributors (1999 to 2001). ------------------------------------------------------------------------------------------------------------------------- PATRICK G. BOYLE Executive Vice Executive Vice President, New York Life 18 New York Life 11/24/53 President since Investment Management LLC (including Trust Company; 2003 predecessor advisory organizations) (2002 to Madison Capital present); Senior Managing Director, New York Funding LLC. Life Investment Management LLC, (2000 to 2002); Senior Vice President, Pension Department, New York Life Insurance Company (1991 to 2000); Director, Eclipse Funds Inc. (1990 to 2003); Trustee, New York Life Investment Management Institutional Funds (2002 to 2003). ------------------------------------------------------------------------------------------------------------------------- TONY ELAVIA Senior Vice Senior Managing Director, New York Life 18 None 1/11/56 President since Investment Management LLC; Chief Investment 2005 Officer of NYLIM Equity Investors Group; Managing Director and Senior Portfolio Manager of the Large Cap Growth team of Putnam Investments (1998 to 2004). ------------------------------------------------------------------------------------------------------------------------- SCOTT T. Vice President-- Director, New York Life Investment Management 58 None HARRINGTON Administration LLC (including predecessor advisory 2/8/59 since 2005 organizations); Vice President--Administration, MainStay VP Series Fund, Inc. and The MainStay Funds (since June 2005). ------------------------------------------------------------------------------------------------------------------------- ALISON H. Vice President-- Managing Director and Chief Compliance 58 None MICUCCI Compliance since Officer, New York Life Investment Management 12/16/65 2004 LLC (June 2003 to present); Chief Compliance Officer, New York Life Investment Management Holdings LLC (June 2003 to present); Managing Director, Compliance, NYLIFE Distributors LLC; Vice President--Compliance, The MainStay Funds and MainStay VP Series Fund, Inc.; Deputy Chief Compliance Officer, New York Life Investment Management LLC (September 2002 to June 2003); Vice President and Compliance Officer, Goldman Sachs Asset Management (November 1999 to August 2002). ------------------------------------------------------------------------------------------------------------------------- MARGUERITE E. H. Secretary since Managing Director and Associate General 58 None MORRISON 2004 Counsel, New York Life Investment Management 3/26/56 LLC (since June 2004); Managing Director and Secretary, NYLIFE Distributors LLC; Secretary, The MainStay Funds and MainStay VP Series Fund, Inc.; Chief Legal Officer--Mutual Funds and Vice President and Corporate Counsel, The Prudential Insurance Company of America (2000 to June 2004). ------------------------------------------------------------------------------------------------------------------------- </Table> www.MAINSTAYfunds.com 297 <Table> <Caption> POSITION(S) HELD NUMBER OF FUNDS OTHER NAME AND WITH FUND AND PRINCIPAL OCCUPATION(S) IN FUND COMPLEX DIRECTORSHIPS DATE OF BIRTH LENGTH OF SERVICE DURING PAST FIVE YEARS OVERSEEN BY OFFICER HELD BY OFFICER ------------------------------------------------------------------------------------------------------------------------- GARY E. Chief Executive Chief Executive Officer, Chairman, and 58 None WENDLANDT Officer since Manager, New York Life Investment Management 10/8/50 2005 LLC (including predecessor advisory organizations) and New York Life Investment Management Holdings LLC; Executive Vice President, New York Life Insurance Company; Executive Vice President and Manager, NYLIFE LLC; Chairman, McMorgan & Company LLC, Madison Capital Funding LLC, and NYLCAP Manager LLC; Manager, MacKay Shields LLC; Executive Vice President, New York Life Insurance and Annuity Corporation; Chairman, Chief Executive Officer, and Director, MainStay VP Series Fund, Inc.; (21 portfolios); Chairman, Chief Executive Officer, and Trustee, The MainStay Funds (19 portfolios); Executive Vice President and Chief Investment Officer, MassMutual Life Insurance Company (1993 to 1999). ------------------------------------------------------------------------------------------------------------------------- RICHARD W. Vice President-- Vice President, New York Life Insurance 58 None ZUCCARO Tax since 1993 Company; Vice President, New York Life 12/12/49 Insurance and Annuity Corporation, New York Life Trust Company, FSB, NYLIFE Insurance Company of Arizona, NYLIFE LLC, and NYLIFE Securities, Inc.; Vice President, Tax, NYLIFE Distributors LLC; Tax Vice President, New York Life International, LLC; New York Life Trust Company, and NYLIM Service Company LLC; Vice President--Tax, The MainStay Funds and MainStay VP Series Fund, Inc. ------------------------------------------------------------------------------------------------------------------------- </Table> 298 MainStay Funds FEDERAL INCOME TAX INFORMATION -- UNAUDITED The Funds are required by the Internal Revenue Code to advise shareholders within 60 days of the Funds' fiscal year end (October 31, 2005) as to the federal tax status of dividends paid by the Funds during such fiscal year. Accordingly, the following Funds paid long-term capital gain distributions of: <Table> <Caption> Mid Cap Opportunity Fund $ 1,159,326 - ---------------------------------------------------------- Small Cap Opportunity Fund $22,870,569 - ---------------------------------------------------------- Balanced Fund $ 9,086,982 - ---------------------------------------------------------- </Table> A portion of the dividends paid by the following Funds during the fiscal year ended October 31, 2005 which are not designated as capital gain distributions should be multiplied by the following percentages to arrive at the amount eligible for qualified dividend income and for the corporate dividend-received deduction. <Table> <Caption> QDI% DRD% All Cap Value 98.1% 98.3% - ------------------------------------------------------------ Mid Cap Opportunity 11.3 84.5 - ------------------------------------------------------------ S&P 500 Index 100.0 100.0 - ------------------------------------------------------------ Small Cap Opportunity 9.5 9.6 - ------------------------------------------------------------ Asset Manager 60.9 61.8 - ------------------------------------------------------------ Balanced 22.5 27.8 - ------------------------------------------------------------ </Table> In January 2006, shareholders will receive an IRS Form 1099-DIV or substitute Form 1099, as to the federal tax status of the distributions received by shareholders in calendar year 2005. The amounts that will be reported on such 1099-DIV will be the amounts you are to use on your federal income tax return and will differ from the amounts which we must report for the Funds' fiscal year end October 31, 2005. PROXY VOTING POLICIES AND PROCEDURES A description of the policies and procedures that New York Life Investment Management LLC ("NYLIM") uses to vote proxies related to the Funds' securities is available without charge, upon request, (i) by calling 1-800-MAINSTAY (1-800-624-6782); (ii) by visiting the Funds' website at www.mainstayfunds.com; and (iii) on the Securities and Exchange Commission's ("SEC") website at www.sec.gov. The Funds are required to file with the SEC their proxy voting records for each Portfolio for the 12-month period ending June 30 on Form N-PX. The most recent Form N-PX or relevant Portfolio proxy voting record is available free of charge upon request by calling 1-800-MAINSTAY (1-800-624-6782), visiting the Funds' website at www.mainstayfunds.com, or on the SEC's website at www.sec.gov. SHAREHOLDER REPORTS AND QUARTERLY PORTFOLIO DISCLOSURE Each Fund is required to file its complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Form N-Q. The Funds' Form N-Q is available without charge, on the SEC's website at www.sec.gov and may be available by calling NYLIM at 1-800-MAINSTAY (1-800-624-6782). You can obtain copies of Form N-Q by (i) visiting the SEC's Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC's Public Reference Room, Washington, DC 20549-0102; or (iii) sending your request electronically to publicinfo@sec.gov. INFORMATION ON THIS PAGE HAS NOT BEEN AUDITED. www.MAINSTAYfunds.com 299 This page intentionally left blank MAINSTAY FUNDS MAINSTAY OFFERS A WIDE RANGE OF FUNDS FOR VIRTUALLY ANY INVESTMENT NEED. THE FULL ARRAY OF MAINSTAY OFFERINGS IS LISTED HERE, WITH INFORMATION ABOUT THE MANAGER, SUBADVISORS, LEGAL COUNSEL, AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. EQUITY FUNDS MainStay All Cap Growth Fund MainStay All Cap Value Fund MainStay Capital Appreciation Fund MainStay Common Stock Fund MainStay Equity Index Fund(1) MainStay Growth Equity Fund(2) MainStay Large Cap Growth Fund MainStay Large Cap Opportunity Fund(3) MainStay MAP Fund MainStay Mid Cap Growth Fund MainStay Mid Cap Opportunity Fund MainStay Mid Cap Value Fund MainStay S&P 500 Index Fund MainStay Small Cap Growth Fund MainStay Small Cap Opportunity Fund MainStay Small Cap Value Fund MainStay Value Fund INCOME FUNDS MainStay Cash Reserves Fund MainStay Diversified Income Fund MainStay Floating Rate Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Indexed Bond Fund MainStay Intermediate Term Bond Fund MainStay Money Market Fund MainStay Short Term Bond Fund MainStay Tax Free Bond Fund BLENDED FUNDS MainStay Asset Manager Fund MainStay Balanced Fund MainStay Convertible Fund MainStay Total Return Fund INTERNATIONAL FUNDS MainStay Global High Income Fund MainStay International Equity Fund ASSET ALLOCATION FUNDS MainStay Conservative Allocation Fund MainStay Growth Allocation Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MANAGER NEW YORK LIFE INVESTMENT MANAGEMENT LLC Parsippany, New Jersey SUBADVISORS MACKAY SHIELDS LLC(4) New York, New York JENNISON ASSOCIATES LLC New York, New York MARKSTON INTERNATIONAL LLC White Plains, New York WINSLOW CAPITAL MANAGEMENT, INC. Minneapolis, Minnesota LEGAL COUNSEL DECHERT LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP PLEASE CONTACT YOUR INVESTMENT PROFESSIONAL OR CALL 1-800-MAINSTAY (1-800-624-6782) FOR A FREE PROSPECTUS. INVESTORS ARE ASKED TO CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES OF THE INVESTMENT CAREFULLY BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE INVESTMENT COMPANY. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. 1. Closed to new purchases as of January 1, 2002. 2. Commenced operations as of November 4, 2005. Offered only to residents of Connecticut, New Jersey, and New York. 3. Offered only to residents of Connecticut, New Jersey, and New York. 4. An affiliate of New York Life Investment Management LLC. (NEW YORK LIFE INVESTMENT MANAGEMENT LLC LOGO) - ------------------------------------------------ Not FDIC insured. No bank guarantee. May lose value. NYLIFE DISTRIBUTORS LLC, 169 LACKAWANNA AVENUE, PARSIPPANY, NEW JERSEY 07054 This report may only be distributed when preceded or accompanied by a current Fund prospectus. www.MAINSTAYfunds.com SEC File Number: 811-04847 (Eclipse Funds) (C) 2005 by NYLIFE Distributors LLC. All rights reserved. SEC File Number: 811-06175 (Eclipse Funds Inc.) NYLIM-AO8110 (RECYCLE LOGO) MS473-05 MS11g-12/05 ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the Registrant has adopted a code of ethics (the "Code") that applies to the Registrant's principal executive officer ("PEO") and principal financial officer ("PFO"). The Code was amended during the period covered by the report to designate new individuals as the PEO and PFO; a copy of the amended Code is filed herewith. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial expert is Peter Meenan. Mr. Meenan is "independent" within the meaning of that term under the Investment Company Act of 1940. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The aggregate fees billed for the fiscal year ended October 31, 2005 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 $83,575. The aggregate fees billed for the fiscal period ended October 31, 2004 for professional services rendered by KPMG for the audit of the Registrant's annual financial statements or services that were normally provided by the KPMG in connection with the statutory and regulatory filings or engagements for that fiscal year were $72,383. (b) Audit Related Fees The aggregate fees billed for the fiscal year ended October 31, 2005 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 $0. The aggregate fees billed for the fiscal year ended October 31, 2004 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 $7,500. These audit-related services include review of financial highlights for the Registrant's registration statements and issuance of consents to use KPMG'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) $9,500 during the fiscal year ended October 31, 2005, and (ii) $19,250, during the fiscal year ended October 31, 2004. The aggregate fees billed for professional services rendered by the Registrant's predecessor auditor for tax compliance, tax advice, and tax planning were $1,500 during the fiscal year ended October 31, 2005. These services included preparation of and advice relating to 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 the fiscal year ended October 31, 2005 for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item were $0. The aggregate fees billed for the fiscal year ended October 31, 2004 for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item were $0. (e) Pre-Approval Policies and Procedures (1) The Registrant's Audit 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 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 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 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 Committee if it is to be provided by the independent accountant. The Procedures also permit the Audit 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 Committee, subject to the ratification by the full Audit Committee no later than its next scheduled meeting. To date, the Audit 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 Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) None of the hours expended on KPMG's engagement to audit the Registrant's financial statements for the most recent fiscal year were attributed 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, 2005 and October 31, 2004 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 for each of the last two fiscal years of the Registrant were approximately $15,000 for 2005 and $0 for 2004. (h) The Registrant's Audit Committee of the Board of Trustees has considered whether the provision of non-audit services that were 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 investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining KPMG's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS The Schedule of Investments is included as part of Item 1 of this report. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 11. CONTROLS AND PROCEDURES. (a) Based on an evaluation of the Disclosure Controls and Procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the "Disclosure Controls") as of a date within 90 days prior to the filing date (the "Filing Date") of this Form N-CSR (the "Report"), the Registrant's principal executive officer and principal financial officer have concluded that the Disclosure Controls are reasonably designed to ensure that information required to be disclosed by the Registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the Registrant's management, including the Registrant's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d)) under the Investment Company Act of 1940 that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. 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. ECLIPSE FUNDS By: /s/ Christopher O. Blunt --------------------------------- CHRISTOPHER O. BLUNT President Date: January 6, 2006 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/ Christopher O. Blunt --------------------------------- CHRISTOPHER O. BLUNT President Date: January 6, 2006 By: /s/ Arphiela Arizmendi --------------------------------- ARPHIELA ARIZMENDI Treasurer and Principal Financial and Accounting Officer Date: January 6, 2006 EXHIBIT INDEX (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) Certification of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.