As Filed With the Securities and Exchange Commission on October 27, 1998
File No. 002-89729

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT No. 1 [X]

MAS FUNDS
---------
(Exact Name of Registrant as Specified in Charter)

One Tower Bridge
West Conshohocken, PA 19428
-------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (800) 354-818
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Ms. Lorraine Truten
One Tower Bridge
West Conshohocken, PA 19428-0868
--------------------------------------
(Name and Address of Agent for Service)

Copies to:

John H. Grady, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993

and

Richard J. Shoch, Esq.
Miller Anderson & Sherrerd, LLP
One Tower Bridge
West Conshohocken, PA 19428

- --------------------------------------------------------------------------------
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.

No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

MAS FUNDS
October 27, 1998
Cross Reference Sheet

ITEMS REQUIRED BY FORM N-14

Part A. Information Required in Registration Statement Heading
Prospectus ------------------------------
-----------------------

Item 1. Beginning of Registration Cover Page of Registration Statement
Statement and outside Front Cover
Page of Prospectus

Item 2. Beginning and Outside Back Table of Contents
Cover Page of Prospectus

Item 3. Synopsis and Risk Factors Synopsis; Risks

Item 4. Information About the Transaction Synopsis; Reasons for the Reorganization;
Description of the Reorganization

Item 5. Information About the Registrant Prospectus Cover Page; Synopsis;
Description of the Reorganization; The
Portfolios' Investment Objectives and
Policies; Shareholder Rights; The MAS
Portfolios

Item 6. Information About the Company Prospectus Cover Page; Synopsis;
Being Acquired Description of the Reorganization; The
Portfolios' Investment Objectives and
Policies; Shareholder Rights; The MAS
Portfolios

Item 7. Voting Information Prospectus Cover Page; Notice of Special
Meeting of Shareholders; Synopsis; Voting
Matters

Item 8. Interest of Certain Persons and Voting Matters
Experts

Item 9. Additional Information Required Inapplicable
for Reoffering by Persons Deemed
to be Underwriters

Part B. Information Required in a
Statement of Additional
Information
--------------------------

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

Item 12. Additional Information About Incorporated by Reference to the
the Registrant Registrant's Prospectus and SAI attached as
exhibits to this filing

Item 13. Additional Information About the Incorporated by Reference to the Company's
the Company Being Acquired Prospectus and SAI attached as exhibits to
this filing

Item 14. Financial Statements Financial Statements

Part C. Other Information

Item 15. Indemnification Indemnification

Item 16. Exhibits Exhibits

Item 17. Undertakings Undertakings

MAS Funds
PA Municipal Portfolio

Dear Shareholder:

A Special Meeting of Shareholders of the PA Municipal Portfolio of the
MAS Funds (the "Fund") has been scheduled for November 20, 1998. If you are a
Shareholder of record as of the close of business on October 7, 1998, you are
entitled to vote at the meeting and at any adjournment of the meeting.

The attached Prospectus/Proxy Statement gives you information relating
to the proposal upon which you are being asked to vote. The Board of Trustees
recommends that you approve a reorganization whereby your Portfolio would
transfer all of its assets and all of its liabilities to the Fund's Municipal
Portfolio. Assuming approval by Shareholders, you would receive Institutional
Class Shares of the corresponding Municipal Portfolio equal in value to your PA
Municipal Portfolio shares. MAS Funds is an open-end management investment
company, or mutual fund. Miller Anderson & Sherrerd, LLP is investment adviser
to the fund and is wholly-owned by indirect subsidiaries of Morgan Stanley Dean
Witter & Co. ("MSDW") It is anticipated that the transaction will be tax free
for Shareholders, and the Board of Trustees expects it to result in operational
efficiencies. We encourage you to follow the Trustees' recommendation to approve
the proposal.

Your vote is important to us. Your immediate response will help prevent
the need for additional solicitations. Thank you for taking the time to consider
this important proposal and for your investment in the Portfolio.

Please mark, sign and date the enclosed Proxy Card and return it
promptly in the enclosed, postage-paid envelope.

Sincerely,

James D. Schmid
President

November 2, 1998

INFORMATION ABOUT YOUR PROXY STATEMENT/PROSPECTUS

Q. Why am I receiving this Proxy Statement/Prospectus?

A. MAS Funds seeks your approval of a reorganization of the Fund's PA
Municipal Portfolio. The Board of Trustees recommends the
reorganization because it believes that it will result in a structure
that more appropriately serves the needs of shareholders.

Q. How will the reorganization work?

A. The PA Municipal Portfolio will transfer all of its assets and all
of its liabilities to the Municipal Portfolio in return for
Institutional Class Shares of the Municipal Portfolio having an
equivalent aggregate value. The net assets of the PA Municipal
Portfolio will be transferred at their current value as of the
effective time, and the shares provided in return will have a total
value of the transferred net assets, again as of the effective time.
Finally, the PA Municipal Portfolio will distribute the shares received
by it to its shareholders in a liquidating distribution. Shareholders
of the PA Municipal Portfolio will thus effectively be converted into
Institutional Class shareholders of the Municipal Portfolio. If the
Plan is carried out as proposed there will be no federal or state tax
consequences to either Portfolio or its shareholders.

Please refer to the proxy statement/prospectus for a detailed
explanation of the proposal and for a fuller description of the PA
Municipal and Municipal Portfolios.

Q. How will this affect my account?

A. Following the reorganization you will be a shareholder of the Municipal
Portfolio. The reorganization will not, however, affect the value of
your account. In addition, you can expect the same management expertise
and shareholder services that you currently receive. The investment
advisory fees of the Municipal and PA Municipal Portfolios are the
same.

Q. Why do I need to vote?

A. Your vote is needed to ensure that the proposal can be acted upon. Your
immediate response on the enclosed proxy card will help prevent the
need for any further solicitations for a shareholder vote. We encourage
all shareholders to participate.

Q. How does the Board of Trustees suggest that I vote?

A. After careful consideration, the Board of Trustees of MAS Funds
recommends that you vote "FOR" the item proposed on the enclosed proxy
card.

Q. Who is paying for expenses related to the shareholder meeting?

A. The PA Municipal Portfolio and the Municipal Portfolio are paying for
the expenses related to the shareholder meeting.

Q. Where do I mail my proxy card?

A. You may use the enclosed postage-paid envelope or mail your proxy card
to:

MAS Funds
One Tower Bridge
West Conshohocken, PA 19428-2899
Attn: Michiko Ishimura

Q. Whom do I call if I have questions?

A. We will be happy to answer your questions about the proxy solicitation.
Please call us at (800) 354-8185 between 8:00 a.m. and 5:30 p.m.
Eastern Time, Monday through Friday.

MAS Funds
c/o Miller Anderson & Sherrerd, LLP
One Tower Bridge
West Conshohocken, Pennsylvania 19428

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 20, 1998

Notice is hereby given that a Special Meeting of Shareholders of the
Pennsylvania Municipal Portfolio (the "PA Municipal Portfolio") of MAS Funds
will be held at the offices of Miller Anderson & Sherrerd, LLP, One Tower
Bridge, West Conshohocken, Pennsylvania on November 20, 1998 at 10:00 a.m.
(Eastern Time) for the purposes of considering the proposals set forth below.

Proposal 1: Approval of an Agreement and Plan of Reorganization and
Liquidation providing for (i) the purchase by the Municipal
Portfolio (the "Municipal Portfolio") of all of the assets and
assumption of all of the liabilities of the Pennsylvania
Municipal Portfolio (the "PA Municipal Portfolio") in exchange
for shares of the Municipal Portfolio; (ii) the distribution
of the Municipal Portfolio shares so received to shareholders
of the PA Municipal Portfolio; and (iii) the termination of
the PA Municipal Portfolio;

Proposal 2: The transaction of such other business as may properly be
brought before the meeting.

Shareholders of record as of the close of business on October 7, 1998 are
entitled to notice of, and to vote at, this meeting or any adjournment thereof.

Please execute and return promptly the accompanying proxy card. This is
important to ensure a quorum at the meeting. No postage is necessary if you use
the enclosed envelope. You may revoke your proxy at any time before the meeting
by submitting a written notice of revocation or a subsequently executed proxy or
by attending the meeting and voting in person.

John H. Grady, Jr.
Secretary

November 2, 1998

PROXY STATEMENT/PROSPECTUS

October 28, 1998

Relating to the Acquisition of the Assets and Liabilities of
MAS FUNDS PA MUNICIPAL PORTFOLIO

by and in Exchange for Shares of

MAS Funds Municipal Portfolio

MAS Funds
One Tower Bridge
West Conshohocken, Pennsylvania 19428
1-800-354-8185

This Proxy Statement/Prospectus is furnished in connection with the solicitation
of proxies by the Board of Trustees ("Board") of the MAS Funds (the "Fund") in
connection with the Special Meeting of Shareholders (the "Meeting") of the PA
Municipal Portfolio to be held on November 20, 1998 at 10:00 a.m. (Eastern Time)
at the offices of Miller Anderson & Sherrerd, LLP, One Tower Bridge, West
Conshohocken, PA. At the meeting, shareholders of the PA Municipal Portfolio
will be asked to consider and approve a proposed Agreement and Plan of
Reorganization and Liquidation (the "Reorganization Agreement") by the Fund, on
behalf of its PA Municipal Portfolio and the Municipal Portfolio (together, the
"Portfolios") and the matters contemplated therein. A copy of the Reorganization
Agreement is attached as Exhibit A.

The Reorganization Agreement provides that all of the assets and all of the
liabilities of the PA Municipal Portfolio will be transferred to the Municipal
Portfolio in return for Institutional Class Shares of the Municipal Portfolio
having an equivalent aggregate value. The assets and liabilities of the PA
Municipal Portfolio will be transferred to the Municipal Portfolio at their
current value on the date of that transaction, and the shares provided in return
will have a total value equal to the total value of the transferred net assets,
again as of the transaction date. Finally, the PA Municipal Portfolio will
distribute the shares received by it to its shareholders in a liquidating
distribution.

MAS Funds is an open-end management investment company, or mutual fund. Miller
Anderson & Sherrerd, LLP ("Miller Anderson") provides investment advisory
services to the fund and is wholly-owned by indirect subsidiaries of Morgan
Stanley Dean Witter & Co. ("MSDW").

This Proxy Statement/Prospectus sets forth the information that a shareholder of
the PA Municipal Portfolio should know before voting on the Reorganization, and
should be retained for future reference. The following additional relevant
documents have been filed with the Securities and Exchange Commission ("SEC")
and are incorporated by reference in whole or in part:

(i) A Statement of Additional Information, dated October 28, 1998, relating
to this Proxy Statement/Prospectus and the Reorganization is
incorporated into this Proxy Statement/Prospectus in its entirety. A
copy of such Statement of Additional Information is available upon
request and without charge by writing to MAS Funds, One Tower Bridge,
West Conshohocken, Pennsylvania, 19428 or by calling toll-free
1-800-354-8185.

(ii) The prospectus for MAS Funds relating to the Institutional Class Shares
of the MAS Portfolios, dated January 31, 1998, as revised May 13, 1998
and supplemented October 9, 1998, contains a more detailed discussion
of the investment objectives, policies and risks of the Fund. It is
incorporated by reference into this Proxy Statement/Prospectus insofar
as it relates to the PA Municipal Portfolio and the Municipal Portfolio
and not to any other portfolio of the Fund described therein. A copy is
available upon request and without charge by calling 1-800-354-8185.

(iii) A Statement of Additional Information for the Fund, dated January 31,
1998, is incorporated by reference into this Proxy Statement/
Prospectus. A copy is available upon request and without charge by
calling 1-800-354-8185.

This Proxy Statement/Prospectus constitutes the proxy statement of the PA
Municipal Portfolio for the Meeting and is expected to be sent to shareholders
on or about November 2, 1998. Only shareholders of record as of the close of
business on October 7, 1998 (the "Record Date") are entitled to notice of, and
to vote at, the Meeting or any adjournment thereof.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Proxy Statement/Prospectus. Any
representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Page
----

SYNOPSIS......................................................................4
The Reorganization...................................................4
The Portfolios.......................................................4
RISKS.........................................................................6
REASONS FOR THE REORGANIZATION................................................6
INFORMATION RELATING TO THE REORGANIZATION....................................7
INFORMATION ABOUT THE PORTFOLIOS..............................................9
Investment Summary:..................................................9
Investment Adviser and Distributor..................................11
Shareholder Information.............................................12
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS..................................14
PORTFOLIO TRANSACTIONS.......................................................15
SHAREHOLDER RIGHTS...........................................................15
LEGAL MATTERS................................................................16
VOTING ON THE REORGANIZATION AGREEMENT.......................................16
OTHER BUSINESS...............................................................18
SHAREHOLDER INQUIRIES........................................................18

EXHIBIT A -- AGREEMENT AND PLAN OF REORGANIZATION AND
LIQUIDATION.................................................................1

APPENDIX A....................................................................1

SYNOPSIS

The following is a summary of certain information contained elsewhere in this
Proxy Statement/Prospectus and is qualified by reference to the more complete
information contained herein and in the attached Exhibit A. Shareholders should
read this entire Proxy Statement/Prospectus carefully.

The Reorganization

The Board, including the Trustees who are not "interested persons" within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940 ("1940 Act"),
has unanimously approved, subject to shareholder approval, the PA Municipal
Portfolio's entry into the Reorganization Agreement. A copy of the
Reorganization Agreement is attached hereto as Exhibit A. The Reorganization
Agreement provides that the assets and liabilities of the PA Municipal Portfolio
will be transferred to the Municipal Portfolio at their current value on the
date of that transaction, and that the shares provided in return will have a
total value equal to the total value of the transferred net assets, again as of
the transaction date. Finally, the Reorganization Agreement calls for the PA
Municipal Portfolio to distribute the shares received by it to its shareholders
in a liquidating distribution. Shareholders of the PA Municipal Portfolio will
thus effectively be converted into Institutional Class shareholders of the
Municipal Portfolio. There will be no federal or state tax consequences to
either Portfolio or its shareholders. No sales charge will be imposed in
connection with these transactions.

The Board, including the Trustees who are not "interested persons," has
concluded that the Reorgan ization would be in the best interests of both
Portfolios and their shareholders and that the interests of existing
shareholders in the Portfolios would not be diluted as a result of the
transaction contemplated by the Reorganization. The Board recommends that you
vote for the approval of the Reorganization Agreement.

The Portfolios

Investment Objectives and Policies. The investment objectives and policies of
the PA Municipal Portfolio are significantly similar to those of the
corresponding Municipal Portfolio. The PA Municipal Portfolio and the Municipal
Portfolio both invest in a diversified portfolio of fixed-income securities in
order to realize above-average total return over a market cycle of three to five
years, consistent with the conservation of capital and the realization of
current income which is exempt from federal income tax. The PA Municipal
Portfolio also seeks current income exempt from Pennsylvania personal income tax
by investing principally in Pennsylvania municipal securities. The Pennsylvania
municipal securities are also permissible investments for the Municipal
Portfolio.

Risks. The PA Municipal Portfolio and the Municipal Portfolio are both municipal
fixed-income portfolios and are, therefore, subject to similar risks. The market
values of the securities in which the Portfolios invest may vary due to changes
(or perceived changes) in credit quality, interest rate movements or market
developments generally. The PA Municipal Portfolio also is subject to the risks
associated with investment in the securities of a single state, including the
risks of possible tax changes or a deterioration in economic conditions and
differing levels of supply and demand for the municipal obligations of a single
state (i.e., Pennsylvania).

Investment Adviser and Advisory Fees. Miller Anderson & Sherrerd, LLP ("Miller
Anderson") is a registered investment adviser and serves as investment adviser
to the Fund. Miller Anderson is wholly owned, indirectly, by subsidiaries of
Morgan Stanley Dean Witter & Co. Miller Anderson also serves as investment
adviser to employee benefit plans, endowment funds, foundations and other
institutional investors, and as investment adviser or sub-adviser to several
other investment companies. Miller Anderson had approximately $66 billion of
assets under management as of September 30, 1998 and is located at One Tower
Bridge, West Conshohocken, Pennsylvania 19428.

The following table compares the annual operating expenses, including advisory
fees, of the PA Municipal Portfolio and the Municipal Portfolio:

Annual Operating Expenses*
(As a percentage of average net assets)

PA Municipal Municipal
Portfolio Portfolio
---------------- ----------------
Advisory Fees (less waivers).... 0.281% 0.352%
12b-1 Fees...................... NONE NONE
Other Expenses.................. 0.219% 0.148%
Total Operating Expenses........ 0.500%** 0.500%**

- ------------
* Net of fee waivers and/or expense reimbursements.
** The "Total Operating Expenses" shown reflect voluntary waivers and/or
reimbursements by the Adviser to the extent necessary to keep Total
Operating Expenses actually deducted from portfolio assets from exceeding
0.50%. Absent such waivers and/or reimbursements by the Adviser, the "Total
Operating Expenses" would be 0.594% for PA Municipal Portfolio and 0.523%
for the Municipal Portfolio.

Example

This example is intended to help you compare the cost of investing in the PA
Municipal Portfolio with the cost of investing in the Municipal Portfolio.

The example assumes that you invest $1,000 in each Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example assumes that your investment has a 5% return each year and
that each Portfolio's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

PA Municipal Portfolio ..... $5 $16 $28 $63

Municipal Portfolio ........ $5 $16 $28 $63

Shareholder Information. The purchase and redemption procedures and exchange
privileges of the PA Municipal Portfolio are identical to those of the Municipal
Portfolio.

o Purchase and Redemption Procedures. Shares of each of the Portfolios are
offered at net asset value. You may purchase or redeem shares directly
through the Distributor or through participating dealers. The minimum
initial investment is $5,000,000 for Institutional Class Shares. The
minimum subsequent investment is $1,000 and there is no minimum for
automatic reinvestment of dividends and distributions. The Fund reserves
the right, in its sole discretion, to waive the minimum initial and
additional investment amounts.

o Exchange Privileges. Each Portfolio's Institutional Class Shares may be
exchanged for shares of the Fund's other portfolios offering Institutional
Class Shares based on the respective net asset values of the shares
involved. The officers of the Fund reserve the right not to accept an
exchange request when, in their opinion, the exchange privilege is being
used as a tool for market timing.

Tax Consequences. The consummation of the Reorganization is subject to the
receipt of an opinion of counsel to the Adviser to the effect that the
Reorganization will qualify as a tax-free reorganization for federal income tax
purposes.

RISKS

The PA Municipal Portfolio and the Municipal Portfolio are both municipal
fixed-income portfolios and are, therefore, subject to similar risks. The market
values of the securities in which the Portfolios invest may vary due to changes
(or perceived changes) in credit quality, interest rate movements or market
developments generally. In addition, high yield securities are often issued by
smaller, less credit worthy companies or by highly leveraged firms, which are
generally less able than more established or less leveraged firms to make
scheduled payments of interest and principal.

The PA Municipal Portfolio may be subject to greater credit risks than would be
present in a nationally diversified portfolio of municipal securities, such as
in the Municipal Portfolio. The risks associated with investment in the
securities of a single state include possible tax changes or a deterioration in
economic conditions and differing levels of supply and demand for the municipal
obligations of a single state (i.e., Pennsylvania).

REASONS FOR THE REORGANIZATION

The Reorganization has been proposed principally for two reasons. First, changes
in Pennsylvania tax laws have eliminated one of the benefits of investing in the
PA Municipal Portfolio. The personal property tax was recently eliminated. As a
result, the after-tax yield advantage of Pennsylvania tax exempt securities has
been reduced by approximately 0.25% for many of the PA Municipal Portfolio's
shareholders (0.25% represents the net amount after accounting for the impact of
federal taxes, while the gross amount of the reduction was 0.40%). In addition,
Miller Anderson has found that there is a limited supply of Pennsylvania
tax-exempt securities in the market sectors it finds most attractive.

In electing to approve and recommend the Reorganization Agreement to
shareholders of PA Municipal Portfolio, the Trustees determined that the
proposed transaction would benefit shareholders of both Portfolios. The Trustees
also determined that the interests of the Portfolios' existing shareholders
would not be diluted as a result of the merger.

In addition to considering the terms and conditions of the Reorganization
Agreement, the Trustees considered the following benefits of the proposed
transaction:

o Tax Law Changes: The Trustees considered the effect that Pennsylvania tax
law changes would have on the Portfolio's after tax total returns.

o Diversification: The Trustees considered the fact that the investors would
generally benefit from better diversification by investing in the Municipal
Portfolio.

o Size; Efficiency: The Trustees considered the fact that the transaction
will result in PA Municipal Portfolio shareholders owning shares in a
larger Portfolio which may experience lower expenses (before any voluntary
waivers are applied).

o Objectives and Policies: The Trustees considered the compatibility of the
Portfolios' investment objectives and policies.

o Tax Treatment: The Trustees considered the fact that Morgan, Lewis &
Bockius believes that the Reorganization will be tax-free to the
Portfolios' shareholders.

The cost of the shareholders' meeting necessary in order to carry out the
transaction will be borne by the Portfolios. These costs, however, will be
relatively low due to the small number of PA Municipal Portfolio shareholders,
and the fact that Miller Anderson personnel will conduct the proxy solicitation,
rather than using a third-party solicitation/tabulation service provider.
Approximately one-half of the PA Municipal Portfolio's beneficial owners are
Miller Anderson employees and/or their immediate family members.

Based on the factors described above, the Trustees, including the Trustees who
are not "interested persons" of the Fund, within the meaning of Section 2(a)(19)
of the 1940 Act, determined that participation in the Reorganization is in the
best interests of each Portfolio's shareholders and will not result in a
dilution of interests of either Portfolio's shareholders. Accordingly, the
Trustees recommend that shareholders approve the Reorganization.

INFORMATION RELATING TO THE REORGANIZATION

Description of the Reorganization. The following summary is qualified in its
entirety by reference to the Reorganization Agreement found in Exhibit A.

The Reorganization Agreement provides that all of the assets and all of the
liabilities of the PA Municipal Portfolio will be transferred to the Municipal
Portfolio at the close of business on November 30, 1998 or such later date as is
agreed to by the parties (the "Effective Time"). In exchange for the transfer of
these assets, the Municipal Portfolio will simultaneously issue to the PA
Municipal Portfolio, at the Effective Time, a number of full and fractional
shares equal in value to the net asset value of the PA Municipal Portfolio
immediately prior to the Effective Time.

Following the transfer of assets and liabilities in exchange for Municipal
Portfolio shares, the PA Municipal Portfolio will distribute pro rata the
Municipal Portfolio shares received to its shareholders in a liquidating
distribution. Each shareholder of the PA Municipal Portfolio owning shares at
the Effective Time will receive Municipal Portfolio shares of equal value. Such
liquidation and distribution will be accomplished by the establishment of
accounts in the names of the PA Municipal Portfolio's shareholders on the share
records of the Municipal Portfolio's transfer agent. Each account will represent
the respective pro rata number of full and fractional shares of the Municipal
Portfolio due to the shareholders of the PA Municipal Portfolio. The Municipal
Portfolio does not issue share certificates to shareholders. Shares of the
Municipal Portfolio will have no

preemptive or conversion rights. After the Reorganization, the PA Municipal
Portfolio will cease operations.

As provided in the Reorganization Agreement, the PA Municipal Portfolio will
bear its own expenses associated with the Reorganization. The Reorganization is
subject to a number of conditions, including the approval of the Reorganization
Agreement by shareholders of the PA Municipal Portfolio; the receipt of certain
legal opinions described in Sections 6, 7 and 8 of the Reorganization Agreement
(including an opinion of counsel that the Municipal Portfolios' shares issued in
accordance with the terms of the Reorganization Agreement will be validly
issued, fully paid and non-assessable); the receipt of certain certificates from
the parties concerning aggregate asset values; and the parties' performance in
all material respects of the agreements and undertakings in the Reorganization
Agreement. Assuming satisfaction of the conditions in the Reorganization
Agreement, the Effective Time of the Reorganization will be November 30, 1998
or such later date as is agreed to by the parties.

The Reorganization Agreement and the Reorganization may be abandoned without
penalty at any time prior to the Effective Time of the Reorganization by
resolution of the Board or at the discretion of any duly authorized officer of
the Fund if circumstances should develop that, in the opinion of the Fund's
Board or officers, make it inadvisable to proceed with the Reorganization.

Federal Income Taxes. The Reorganization is intended to qualify for federal
income tax purposes as a tax-free reorganization under Section 368(a)(1)(F) of
the Internal Revenue Code of 1986, as amended. If it qualifies, shareholders of
the Fund will not recognize gain or loss in the transaction; the tax basis of
the Municipal Portfolio shares received will be the same as the tax basis of the
PA Municipal Portfolio shares surrendered; and the holding period of the
Municipal Portfolio shares received will include the holding period of the PA
Municipal Portfolio shares surrendered, provided that the shares surrendered
were capital assets in the hands of the PA Municipal Portfolio shareholders at
the time of the transaction. As a condition to the closing of the
Reorganization, the Fund will receive an opinion from counsel to that effect.
The Adviser, on behalf of Fund, has not sought a tax ruling from the Internal
Revenue Service. The opinion of counsel is not binding on the Internal Revenue
Service and does not preclude the Internal Revenue Service from adopting a
contrary position. Shareholders should consult their own tax advisers concerning
the potential tax consequences of the Reorganization to them, including state
and local tax consequences. The Adviser does not anticipate that securities held
by the combined Portfolios will be sold in significant amounts to comply with
the Municipal Portfolio's investment policies or strategies.

Capitalization. The following table sets forth as of March 31, 1998 (i) the
capitalization of each Portfolio; and (ii) the pro forma combined capitalization
of the Municipal Portfolio assuming the Reorganization has been approved.

Net Asset Value
Portfolio Net Assets Per Share Shares Outstanding
- ---------------------- ------------ -------------- ------------------
PA Municipal Portfolio $28,035,483 $11.85 2,365,547

Municipal Portfolio $ 90,031,878 $11.78 7,639,910

Pro Forma Municipal Portfolio $118,067,361 $11.78 10,019,514

INFORMATION ABOUT THE PORTFOLIOS

Investment Summary:
Investments, Risks and Performance

This section tells you about and compares for each Portfolio:

o Its investment goal
o Its main investment strategies
o The risks of investing in the Portfolio

There is more information about the Portfolios' investment practices in the
Statement of Additional Information ("SAI") which legally is a part of this
Proxy Statement/Prospectus. For details about how to get an SAI and other
reports and information, see the back cover of this Proxy Statement/Prospectus.

Investment Objectives and Policies

The investment objectives and policies of the PA Municipal Portfolio are
significantly similar to those of the corresponding Municipal Portfolio. The PA
Municipal Portfolio and the Municipal Portfolio both invest in a diversified
portfolio of fixed-income securities in order to realize above-average total
return over a market cycle of three to five years, consistent with the
conservation of capital and the realization of current income which is exempt
from federal income tax. The PA Municipal Portfolio also seeks current income
exempt from Pennsylvania personal income tax by concentrating its investments in
Pennsylvania municipal securities. The Pennsylvania municipal securities are
also permissible investments for the Municipal Portfolio.

The PA Municipal Portfolio generally invests at least 80% of its assets in
municipal securities and at least 65% of its assets in Pennsylvania municipal
securities. The Municipal Portfolio invests its assets so that at least 80% of
the income it distributes to shareholders will be exempt from federal regular
income tax. Among other things, the Municipal Portfolio may invest in municipal
securities of any state or states. As a result, the Municipal Portfolio may have
greater diversification, and be less exposed to financial or economic changes
affecting a single state, than PA Municipal Portfolio. On September 25, 1998
shareholders of the Municipal Portfolio voted to change its investment policy
from generally investing at least 80% of its assets in municipal securities to
investing its assets so that at least 80% of the income it distributes to
shareholders will be exempt from regular

income tax. As a result of this change, the Municipal Portfolio may now seek
opportunities to invest in certain types of securities that have the potential
to enhance the Portfolio's total return without materially increasing the
portion of the Portfolio's income distribution that is subject to federal income
tax.

Each Portfolio generally invests at least 80% of its assets in investment grade
securities and may invest up to 20% in high yield securities. Each Portfolio
also may use derivatives as part of its investment strategy. Each Portfolio's
policy on the use of derivatives is identical.

Performance

The table below provides the average annual total return for each Portfolio for
selected time periods. Additional information about each Portfolio is contained
in the Statement of Additional Information relating to this Proxy
Statement/Prospectus, and in the Prospectus relating to the Portfolios. How the
Portfolios have performed in the past does not necessarily indicate how the
Portfolios will perform in the future.

Average Annual Total Return for Periods Ended September 30, 1998

PA Municipal Portfolio Municipal Portfolio
Institutional Class Institutional Class

1 Year 6.8% 7.2%

5 Year 6.5% 6.6%

Since
Inception* 8.0% 7.8%

* Both the PA Municipal Portfolio Institutional Class and the Municipal
Portfolio Institutional Class commenced operations October 1, 1992.

Portfolio Management. The Portfolios have the same portfolio managers, who share
primary responsibility for managing the Portfolios' assets. The portfolio
managers of each Portfolio are Kenneth B. Dunn, Steven K. Kreider and Scott F.
Richard.

Fees and Expenses of the Portfolios

Neither the PA Municipal Portfolio nor the Municipal Portfolio charge any sales
loads or similar fees when you purchase or redeem shares. The following table
compares the annual operating expenses, including advisory fees, of the PA
Municipal Portfolio and the Municipal Portfolio:

Annual Operating Expenses*
(as a percentage of average net assets)

PA Municipal Municipal
Portfolio Portfolio
---------------- ----------------
Advisory Fees (less waivers).... 0.281%** 0.352%**

12b-1 Fees...................... NONE NONE

Other Expenses.................. 0.219% 0.148%

Total Operating Expenses........ 0.500% 0.500%

Example

This example is intended to help you compare the cost of investing in the PA
Municipal Portfolio with the cost of investing in the Municipal Portfolio.

1 Year 3 Years 5 Years 10 Years
-------- --------- --------- ----------

PA Municipal Portfolio....... $5 $16 $28 $63

Municipal Portfolio.......... $5 $16 $28 $63

Investment Adviser and Distributor

Investment Adviser

The Fund's investment adviser, Miller Anderson & Sherrerd, LLP, is a
Pennsylvania limited liability partnership founded in 1969 and is located at One
Tower Bridge, West Conshohocken, Pennsylvania 19428. Miller Anderson is
wholly-owned, indirectly, by subsidiaries of Morgan Stanley Dean Witter & Co.
The Adviser provides investment services to employee benefit plans, endowment
funds, foundations and other institutional investors and, as of September 30,
1998, had approximately $66 billion in assets under management.

Fund Administration

Miller Anderson serves as the Fund's Administrator under an Administration
Agreement dated November 18, 1993. Chase Global Funds Services Company
("CGFSC"), a subsidiary of The Chase Manhattan Bank ("Chase"), 73 Tremont
Street, Boston, MA 02108-3913, provides accounting and other services pursuant
to a subadministration agreement with Miller Anderson. CGFSC also serves as
transfer and dividend disbursing agent for Miller Anderson. Chase serves as
custodian for the Portfolios.

Distribution of Portfolio Shares

MAS Fund Distribution, Inc., a wholly-owned subsidiary of the Adviser, One Tower
Bridge, P.O. Box 868, West Conshohocken, Pennsylvania 19428-0868, serves as the
Fund's distributor under a Distribution Agreement with the Fund.

Shareholder Information

Pricing of Portfolio Shares. The Portfolios sell and redeem shares at Net Asset
Value ("NAV"). NAV per share is computed by dividing the total value of the
investments and other assets of the portfolio, less any liabilities, by the
total outstanding shares of the portfolio. Each Portfolio's NAV per share is
determined as of one hour after the close of the bond markets (normally 4:00
p.m. Eastern Time) on each day the Portfolio is open for business.

Purchase of Shares. Institutional Class Shares of the Portfolios are available
to clients of the Adviser with combined investments of $5,000,000 and
Shareholder Organizations who have a contractual arrangement with the Fund or
the Fund's Distributor, including institutions such as trusts, foundations or
broker-dealers purchasing for the accounts of others. Institutional Class Shares
are offered directly to investors without a sales commission at the net asset
value per share next determined after receipt of the purchase order. Purchase
orders may be transmitted by mail or by wire.

Additional investments of Institutional Class Shares at net asset value may be
made at any time (minimum additional investment is $1,000). Additional
investment orders may be transmitted by mail or by wire.

The Fund reserves the right, in its sole discretion, to suspend the offering of
Institutional Class Shares of any of its portfolios or to reject any purchase
orders when, in the judgment of management, such suspension or rejection is in
the best interest of the Fund. The Fund also reserves the right, in its sole
discretion, to waive the minimum initial and subsequent investment amounts.

Redemption of Shares. Shares of each Portfolio may be redeemed without charge by
mail or, if authorized, by telephone. The shares will be redeemed at the next
determined NAV. Any redemption proceeds may be more or less than the purchase
price of the shares, depending on, among other things, the market value of the
investment securities held by the Portfolio.

If the Board determines that it would be detrimental to the best interests of
the remaining shareholders to make payment wholly or partly in cash, redemption
proceeds may be paid in whole or in part by a distribution in-kind of readily
marketable securities held by a portfolio in lieu of cash in conformity with
applicable rules of the SEC. Investors may incur brokerage charges on the sale
of portfolio securities received in such payments of redemptions.

Exchange Privileges. Each portfolio's Institutional Class Shares may be
exchanged without charge for shares of the Fund's other portfolios offering
Institutional Class Shares based on the respective NAV of the shares involved.
The officers of the Fund reserve the right not to accept any request for an
exchange when, in their opinion, the exchange privilege is being used as a tool
for market timing. The Fund reserves the right to modify or terminate the
exchange privilege at any time upon 60 days' notice to shareholders.

Dividends and Distributions. The PA Municipal and Municipal Portfolios normally
distribute substantially all of their net investment income on a monthly basis.
All dividends and distributions are automatically paid in additional shares of
the portfolio unless the shareholder elects otherwise. Such election must be
made in writing to the Fund. Undistributed net investment income is included in
the portfolio's net assets for the purpose of calculating net asset value per
share. Therefore, on the ex-dividend date, the net asset value per share
excludes the dividend (i.e., is reduced by the per share amount of the
dividend).

Taxes. Each of the Portfolios intends to pay "exempt-interest" dividends to
shareholders which are excluded from a shareholder's gross income for federal
income tax purposes. Exempt-interest dividends received by shareholders from
such portfolios may be subject to state and local taxes, although some states
allow a shareholder to exclude that portion of a portfolio's tax-exempt income
which is accountable to municipal securities issued within the shareholder's
state of residence.

Since each of the Portfolios may invest in private activity municipal
securities, investment in either of the Portfolios may not be an appropriate
investment for persons who are "substantial users" (or persons who are related
to "substantial users") of facilities financed through industrial development
bonds or private activity bonds.

To the extent, if any, that distributions paid to shareholders of either
Portfolio are derived from taxable interest or capital gains, such distributions
will be subject to federal income tax. Additionally, such distributions are not
eligible for the dividends received deduction for corporations.

Furthermore, the PA Municipal Portfolio invests at least 65% of its assets in
Pennsylvania municipal securities. The income of the PA Municipal Portfolio that
is derived from such securities and U.S. Governments will not be subject to the
Pennsylvania personal income tax or to the Philadelphia School District
investment net income tax. Distributions by the PA Municipal Portfolio to a
Pennsylvania resident that are attributable to most other sources may be subject
to the Pennsylvania personal income tax and (for residents of Philadelphia) to
the Philadelphia School District investment net income tax.

Further discussion of tax considerations affecting shareholders of the
Portfolios is found in the Statement of Additional Information.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS

You may obtain additional information about the PA Municipal Portfolio and
Municipal Portfolio in the following ways:

Prospectus. The Portfolios have a Prospectus that contains information about the
operation and management of the Portfolios. The current prospectus, dated
January 31, 1998, as revised May 13, 1998 and supplemented August 27, 1998, is
incorporated herein by reference and accompanies this Proxy
Statement/Prospectus.

Statement of Additional Information. In addition to the prospectus, the
Portfolios have a Statement of Additional Information ("SAI"), that contains
additional, more detailed information about the Portfolios. The current SAI,
dated January 31, 1998 is available upon request and without charge by calling
1-800-354-8185.

You may obtain the SAI, annual and semi-annual reports without charge by
contacting MAS at the toll-free number above.

Shareholder Reports. The financial statements of the Portfolios contained in the
MAS Funds Annual Report to shareholders for the fiscal year ended September 30,
1997 have been audited by PricewaterhouseCoopers LLP, its independent
accountants. These financial statements, as well as interim financial statements
dated as of March 31, 1998 and pro forma financial statements reflecting the
Municipal Portfolio after the Reorganization, are incorporated by reference into
this Proxy Statement/Prospectus insofar as they relate to the Portfolios, and
not to any other portfolios that are a part of MAS Funds and described therein.
A copy of MAS Fund's Annual Report, which includes discussions of the
performance of the Portfolios, and the most recent Semi-Annual Report succeeding
such Annual Report, may be obtained by writing MAS Funds at One Tower Bridge,
West Conshohocken, Pennsylvania 19428 or by calling 1-800-354-8185. In addition,
these discussions are reproduced in Appendix A to the Proxy
Statement/Prospectus.

Information about MAS Funds, including the prospectus, SAI, and shareholder
reports of each Portfolio, may be obtained from the SEC in any of the following
ways: (1) in person: you may review and copy documents in the SEC's Public
Reference Room in Washington D.C. (for information call 1-800-SEC-0330); (2)
on-line: you may retrieve information from the SEC's web site at
"http://www.sec.gov"; or (3) mail: you may request documents, upon payment of a
duplicating fee, by writing to SEC, Public Reference Section, Washington, D.C.
20549-6009. To aid you in obtaining this information, MAS Funds' 1940 Act
registration number is 811-3980.

PORTFOLIO TRANSACTIONS

The Portfolios' policies regarding portfolio transactions are substantially
identical. Please refer to the Portfolios' prospectus for more information.

SHAREHOLDER RIGHTS

General. The Fund was established as a business trust under Pennsylvania law by
a Declaration of Trust dated February 15, 1984, as amended and restated as of
November 11, 1993. The Fund is also governed by its Bylaws and by applicable
Pennsylvania law.

Shares. The Fund is authorized to issue an unlimited number shares of beneficial
interest, without par value, from an unlimited number of series (portfolios) of
shares. Currently, the Fund consists of thirty-three portfolios and three
classes of shares, the Institutional Class, the Adviser Class and the Investment
Class shares. The three classes differ with respect to distribution costs, as
set forth in the Fund prospectus. The Portfolios currently have only
Institutional Class Shares outstanding. The shares of each MAS Portfolio have no
preference as to conversion, exchange, dividends, retirement or other features,
and have no preemptive rights.

Shareholder Voting. Shareholders of each Portfolio have identical voting rights.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares. The shares of the Fund have non-cumulative voting
rights, which means the holder of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees if the holder chooses to do
so. At shareholder meetings, the holders of 40% of a portfolio's shares entitled
to vote at the meeting generally constitute a quorum. Shareholders of a class
have exclusive voting rights regarding any matter submitted to shareholders that
relates solely to that class of shares, and separate voting rights on any other
matter submitted to shareholders in which the interests of the shareholders of
that class differ from the interests of holders of any other class.

Shareholder Meetings. Annual meetings of shareholders will not be held, but
special meetings of shareholders may be held under certain circumstances. A
meeting will be held to vote on the removal of a Trustee(s) of the Fund if
requested in writing by the holders of not less than 10% of the outstanding
shares of the Fund. The Fund will assist in shareholder communications in such
matters to the extent required by law.

Election and Term of Trustees. The Fund's affairs are supervised by the Trustees
under the laws governing business trusts in the Commonwealth of Pennsylvania.
Trustees of the Fund are elected by a majority vote of a quorum cast by written
ballot at the regular meeting of shareholders, if any, or at a special meeting
held for that purpose. Trustees hold office until their successors are duly
elected and qualified or until their death, removal or resignation. Shareholders
may remove a Trustee by vote of a majority of the votes entitled to be cast for
the election of directors and may elect a successor to fill a resulting vacancy.
A Trustee elected thereby serves for the balance of the term of the removed
Trustee.

Shareholder Liability. The shareholders of the Fund generally are not personally
liable for the acts, omissions or obligations of the Trustees or the Fund.

Liability of Trustees. The Trustees shall not be personally liable for any
obligation of the Fund. The Fund will indemnify its Trustees and officers
against all liabilities and expenses except for liabilities arising from such
person's self-dealing, willful misconduct or recklessness.

LEGAL MATTERS

Morgan, Lewis & Bockius LLP, 1800 M Street, N.W., Washington, D.C. 20036, serves
as counsel to MAS Funds.

THE BOARD OF TRUSTEES OF MAS FUNDS RECOMMEND THAT YOU VOTE FOR APPROVAL OF THE
REORGANIZATION AGREEMENT. ---

VOTING ON THE REORGANIZATION AGREEMENT

General Information. This Proxy Statement/Prospectus is furnished in connection
with the solicitation of proxies by the Board of Trustees of the Fund in
connection with the Meeting. It is expected that the solicitation of proxies
will be primarily by mail. Officers of the Fund and Miller Anderson may also
solicit proxies by telephone, telegraph, facsimile or in person. The cost of
solicitation will be borne, directly or indirectly, by the Portfolios.

Vote Required to Approve Reorganization Agreement. Shareholders of the MAS Funds
PA Municipal Portfolio on the Record Date will be entitled to one vote per share
then held and a fractional vote for each fractional share then held. Approval of
the Reorganization Agreement requires the affirmative vote of a majority of the
outstanding voting securities present at the meeting, in person or by proxy. The
vote of a "majority of the outstanding securities" means the vote of 67% or more
of the voting securities present, if the holders of more than 50% of the
outstanding voting securities are present in person or by proxy, or the vote of
more than 50% of the outstanding voting securities, whichever is less. Any
shareholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Secretary of the Fund a written notice of revocation or a
subsequently executed proxy, or by attending the Meeting and voting in person.

Shares represented by a properly executed proxy will be voted in accordance with
the instructions thereon, or if no specification is made, the shares will be
voted "FOR" the approval of the Reorganization Agreement. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares on a particular matter) will be
treated as shares that are present at the Meeting but which have not been voted.
For this reason, abstentions and broker non-votes will have the effect of a vote
against approval of the Reorganization Agreement.

If sufficient votes in favor of the Proposal are not received by the time
scheduled for the meeting, the persons named as proxies may propose one or more
adjournments of the Meeting for a reasonable period of time to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the votes cast in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote for an
adjournment any proxies which they are entitled to vote in favor of the
Proposal. They will vote as against any proxies required to be voted against the
Proposal. The costs of any additional solicitation and of any adjourned session
will be borne by the Portfolios.

Outstanding Shares. Only shareholders of record on the Record Date are entitled
to notice of and to vote at the Meeting and any adjournment thereof. At the
close of business on the Record Date there were outstanding and entitled to
vote:

1,886,354.801 shares of the PA Municipal Portfolio of MAS Funds

Beneficial Owners

The following table sets forth certain information as of September 20, 1998,
concerning each person who owned, of record or beneficially, 5% or more of the
shares of the PA Municipal Portfolio and/or the Municipal Portfolio. Miller
Anderson may be deemed to "beneficially own" a substantial number of shares of
the Portfolios because its investment advisory relationships may permit it to
dispose of shares or advise Shareholders to dispose of shares. Miller Anderson
may be deemed to control the Portfolio(s) if it beneficially owns more than 25%
of the Portfolio(s) outstanding shares. Miller Anderson does not vote shares of
MAS Funds for any of its clients.

- --------------------------------------------------------------------------------
PA Municipal Portfolio
- --------------------------------------------------------------------------------
Percentage of Percentage of
PA Municipal Portfolio Municipal Portfolio
Shares Owned Before Shares Owned After
Name & Address Registration Registration
- --------------------------------------------------------------------------------

R.O.S. ROBERTS JT WRDS
Attn: Ralph J. Roberts
c/o Comcast Corporation
1500 Market Street, 35th Floor
Philadelphia, PA 19102 17.72% 3.79%

SOUTHWEST NATIONAL BANK OF PA
Trust and Financial Mgmt. Services
Attn: Michael J. Earle
P.O. Box 760
Greensburg, PA 15601-0760 15.14% 3.24%

JOHN J. F. SHERRERD
621 Carisbrooke Road
Bryn Mawr, PA 19090 11.06% 2.48%

SANFORD C. BERNSTEIN & CO. INC.
FBO the Cook Organization Ltd.
#79-042
Attention: Carmine Carrella
One North Lexington Avenue
White Plains, NY 10601 6.45% 1.38%

A. MORRIS WILLIAMS JR. &
RUTH W. WILLIAMS
120 Righters Mill Road
Gladwyne, PA 19035-1531 5.98% 1.28%

DANA DORTONE
219 Iven Avenue
St. Davids, PA 19087 5.30% 1.13%

MILLER PARTNERS, L.P.
115 Maple Hill Road
Gladwyne, PA 19035-1305 5.28% 1.13%

- --------------------------------------------------------------------------------

Municipal Portfolio
- --------------------------------------------------------------------------------
Percentage of Percentage of
Shares Owned Before Shares Owned After
Name & Address Registration Registration
- --------------------------------------------------------------------------------

CHARLES SCHWAB & CO., INC.
Special Custody Account FBQ Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104 11.85% 9.31%

ROBERT A. FOX
c/o R.A.F. Industries
165 Township Line Road
Suite 2100
Jenkintown, PA 19046 8.65% 6.79%

WACHOVIA BANK, N.A.
TTEE U/A 6/20/95
w/Sylvia M. Thompson for Grantor
P.O. Box 3073
301 N. Main Street MC: NC31057
Winston-Salem, NC 27150 8.62% 6.77%

JR TRUEMAN QUALIFIED
SUBCHAPTER'S TRUST
Attn:; Barbara Trueman
5490 Hayden Road
Amlin, OH 43002 8.45% 6.63%

BALSA & CO. (REINVEST)
c/o Chase Manhattan Bank
P.O. Box 1768
Grand Central Station
New York, NY 10163-1768 6.29% 4.94%

BATRUS & CO.
c/o Bankers Trust Company
P.O. Box 9005
Church Street Station
New York, NY 10008 5.78% 4.54%

- --------------------------------------------------------------------------------

* Record and Beneficial Ownership.
+ Less than 1%.

As of October 7, 1998 the Directors and officers of the Fund as a group owned
less than 1% of the total outstanding shares of each Portfolio.

Expenses. In order to obtain the necessary quorum at the Meeting, additional
solicitation may be made by mail, telephone, telegraph, facsimile or personal
interview by representatives of Miller Anderson or the Fund. All costs of
solicitation (including the printing and mailing of this proxy statement,
meeting notice and form of proxy, as well as any necessary supplementary
solicitations) will be paid by the Portfolios. Persons holding shares as
nominees will, upon request, be reimbursed for their reasonable expenses in
sending soliciting material to their principals.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. However,
if any other matters properly come before the Meeting, proxies which do not
contain specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named as proxy.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be addressed the Fund in writing at the address on the
cover page of this Proxy Statement/Prospectus or by telephoning 1-800-354-8185.

Shareholders who do not expect to be present at the meeting are requested to
date and sign the enclosed proxy and return it in the enclosed envelope. No
postage is required if mailed in the United States.

The Order of the Board of Trustees,

Secretary
MAS Funds

APPENDIX A
MAS Funds
Statement of Net Assets (Unaudited)

MAS FUNDS/FIXED INCOME

Municipal Portfolio

The Municipal Portfolio invests in long- and short-term debt obligations issued
by state and local governments or their agencies and in other fixed-income
securities. The Portfolio is actively managed by Miller Anderson & Sherrerd's
municipal investment management team, which manages the Portfolio's
interest-rate exposure and composition by making strategic shifts in portfolio
structure and conducting extensive valuation analysis of individual sectors and
securities. The goal of MAS's fixed-income management for taxable investors is
to provide a positive after-tax total return, to provide protection against
deflation and to reduce the risk of an investor's overall investment portfolio,
particularly through reduction of exposure to changes in tax rates.

MAS's research shows that there have been many times when taxable investors
would have been better served by investments in taxable bonds. Thus, MAS views
the municipal market as just one of many alternatives for helping clients
achieve their goal of maximizing after-tax returns within a given level of risk.
Sector commitments within the Portfolio are varied based on the prospects for
the municipal market relative to the taxable markets. Normally, at least 80% of
the Portfolio will be invested in municipal securities.

MAS's investment process consists of two major stages. First, MAS establishes a
forecast for inflation and economic activity in order to make judgments about
the most desirable duration and maturity targets for the portfolio. Next, MAS
examines the relative value offered by different bond sectors and determines the
mix of securities that will provide the most attractive performance. Security
selection involves adjustment of promised yields for tax considerations, credit
risk, and call risk. Capital gains are realized only when the prospective
returns of bonds purchased with the proceeds from the sales will offset the tax
on the gains and still provide excess value to the overall portfolio.

The Portfolio's performance over the past year was heavily influenced by changes
in the shape of the municipal yield curve. The 10-year portion of the curve had
the best performance, with yields falling about 45 basis points, compared to
about 20 basis points for the 20-year portion of the curve and 30 basis points
for the 5-year portion of the curve. As a result, the Portfolio's positions in
15 to 20-year non-callable zero-coupon municipal bonds performed well relative
to 5-year securities, but lagged duration-equivalent 10-year bonds. In addition,
strategic management of interest-rate risk made a positive impact on
performance. Interest-rate exposure was greater than the index when interest
rates fell in the first fiscal quarter. Interest rate exposure was reduced to
neutral in the late Spring. Management of municipal market exposure also boosted
performance. Futures were used to reduce the Portfolio's sensitivity to

municipal yield changes during the third fiscal quarter. These futures were
liquidated after the municipal market cheapened due to a heavy supply of new
issues in the final fiscal quarter. Finally, a small allocation to high-yield,
taxable corporate bonds, the best-performing sector of the fixed-income market
over the period, also added to the Portfolio's return.

At fiscal year-end, MAS believes that the recent cheapening of municipal bonds
has returned a fair valuation to the municipal markets. Accordingly, the
Portfolio's exposure to municipal securities has been increased by removing
futures hedges. Since MAS perceives the municipal yield curve to be relatively
flat, i.e., investors are not being adequately compensated for purchasing
long-term municipals, recent purchases have been concentrated in
shorter-maturity issues.

MAS views the municipal market as just one of many alternatives
for helping clients achieve their goal of maximizing after-tax
returns within a given level of risk.

MUNICIPAL

Growth of a $1 Million Investment
Since Inception

Fiscal years
ending September 30 LEHMAN 5 YEAR MUNICIPAL MAS FUNDS MUNICIPAL LEHMAN 10 YEAR MUNICIPAL
Dollars (000)

*10/1/92 1000 1000 1000
12/31/92 1014 1016 1020
3/31/93 1041 1061 1059
6/30/93 1065 1103 1094
'93 9/30/93 1090 1142 1134
12/31/93 1103 1162 1150
3/31/94 1072 1077 1089
6/30/94 1083 1083 1105
'94 9/30/94 1094 1089 1113
12/31/94 1089 1189 1095
3/31/95 1133 1186 1171
6/30/95 1163 1180 1202
'95 9/30/95 1191 1235 1244
12/31/95 1216 1306 1283
3/31/96 1216 1300 1275
6/30/96 1222 1317 1279
'96 9/30/96 1243 1351 1304
12/31/96 1267 1379 1341
3/31/97 1267 1383 1341
6/30/97 1298 1426 1385
'97 9/30/97 1325 1466 1428

AVERAGE ANNUAL RETURNS
Ended 9/30/97*

MAS LEHMAN 5 YEAR LEHMAN 10 YEAR
MUNICIPAL MUNICIPAL INDEX MUNICIPAL INDEX
- - ------------------------------------------------------------------------------------------------------

ONE YEAR 8.47% 6.67% 9.50%
SINCE INCEPTION 7.95% 5.80% 7.39%

MAS Funds returns are net of all fees. Returns represent past performance and
are not indicative of future results.

The investment return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth either more or less than
their original cost.

The Adviser has voluntarily agreed to waive its advisory fees and reimburse
certain expenses to the extent necessary to keep total annual operating expenses
for the Municipal Portfolio from exceeding 0.50% of average daily net assets.
Returns presented include the effects of these waivers and reimbursements. If
such waivers and reimbursements had not been made, the actual returns would have
been lower.

The Portfolio was initially focused on long-term securities. On April 15, 1996,
the Portfolio's investment policies were changed by shareholder vote to
emphasize fixed-income securities of shorter duration. Therefore, it is
reasonable to expect that its performance pattern will be altered.

* The Municipal Portfolio commenced operations on 10/1/92. All returns are
compared to the Lehman 5 Year Municipal Index and the Lehman 10 Year
Municipal Index, both unmanaged market indices.

MAS FUNDS/FIXED INCOME

PA Municipal Portfolio

The PA Municipal Portfolio invests in long- and short-term municipal debt
securities exempt from Pennsylvania income tax and in other fixed-income
securities when appropriate. The Portfolio is actively managed by Miller
Anderson & Sherrerd's municipal investment management team, which manages the
Portfolio's interest-rate exposure and composition by making strategic shifts in
portfolio structure and conducting extensive valuation analysis of individual
sectors and securities. The goal of MAS's fixed-income management for taxable
investors is to provide investors with a positive after-tax total return, to
provide protection against deflation, and to reduce the risk of an investor's
overall investment portfolio, particularly through reduction of exposure to
changes in tax rates.

MAS's research shows that there have been many times when taxable investors
would have been better served by investments in taxable bonds. Thus, MAS views
the municipal market as just one of many alternatives for helping clients
achieve their goal of maximizing after-tax returns within a given level of risk.
Sector commitments within the Portfolio are varied based on prospects for the
municipal market relative to the taxable markets. Normally, at least 80% of the
Portfolio will be invested in municipal securities, with at least 65% invested
in Pennsylvania municipal securities.

MAS's investment process consists of two major stages. First, MAS establishes a
forecast for inflation and economic activity and makes judgments about the most
desirable duration and maturity targets for the Portfolio. Next, relative value

offered by different bond sectors is examined to determine the mix of securities
that will provide the most attractive performance. Security selection involves
adjustment of promised yields for tax considerations, credit risk, and call
risk. Capital gains are realized only when the prospective returns of bonds
purchased with the proceeds from the sales will offset the tax on the gains and
still provide excess value to the overall portfolio.

PA MUNICIPAL

Growth of a $1 Million Investment
Since Inception

Fiscal years
ending September 30 LEHMAN 5 YEAR MUNICIPAL MAS FUNDS PA MUNICIPAL LEHMAN 10 YEAR MUNICIPAL
Dollars (000)

*10/1/92 1000 1000 1000
12/31/92 1014 1032 1020
3/31/93 1041 1075 1059
6/30/93 1065 1122 1094
'93 9/30/93 1090 1158 1134
12/31/93 1103 1185 1150
3/31/94 1072 1095 1089
6/30/94 1083 1099 1105
'94 9/30/94 1094 1111 1113
12/31/94 1089 1104 1095
3/31/95 1133 1202 1171
6/30/95 1163 1203 1202
'95 9/30/95 1191 1264 1244
12/31/95 1216 1337 1283
3/31/96 1216 1328 1275
6/30/96 1222 1350 1279
'96 9/30/96 1243 1378 1304
12/31/96 1267 1407 1341
3/31/97 1267 1409 1341
6/30/97 1298 1450 1385
'97 9/30/97 1325 1488 1428

AVERAGE ANNUAL RETURNS
Ended 9/30/97*

MAS LEHMAN 5 YEAR LEHMAN 10 YEAR
INDEX PA MUNICIPAL MUNICIPAL INDEX MUNICIPAL
- - ----------------------------------------------------------------------------------------------------------

ONE YEAR 8.01% 6.67% 9.50%
SINCE INCEPTION 8.28% 5.80% 7.39%

MAS Funds returns are net of all fees. Returns represent past performance and
are not indicative of future results.

The investment return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth either more or less than
their original cost.

The Adviser has voluntarily agreed to waive its advisory fees and reimburse
certain expenses to the extent necessary to keep total annual operating expenses
for the PA Municipal Portfolio from exceeding 0.50% of average daily net assets.
Returns presented include the effects of these waivers and reimbursements. If
such waivers and reimbursements had not been made, the actual returns would have
been lower.

* The PA Municipal Portfolio commenced operations on 10/1/92. All returns are
compared to the Lehman 5 Year Municipal Index and the Lehman 10 Year
Municipal Index, both unmanaged market indices.

EXHIBIT A

AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION

AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
___________________ (the "Agreement"), by and between the MAS Funds Municipal
Portfolio (the "Acquiring Fund") and the MAS Funds PA Municipal Portfolio (the
"Acquired Fund").

WHEREAS, MAS Funds ("MAS") was organized under Pennsylvania law as a
business trust under a Declaration of Trust dated February 15, 1984, as amended
and restated; MAS Funds is an open-end management investment company registered
under the 1940 Act; and the Acquiring and Acquired Funds are duly organized and
validly existing series of MAS Funds;

NOW, THEREFORE, in consideration of the mutual premises herein
contained, the parties hereto agree to effect (i) the transfer of all of the
assets of the Acquired Fund solely in exchange for (a) the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund and (b) beneficial
shares of the Acquiring Fund (Institutional Class Shares) followed by the
distribution, at the Effective Time (as defined in Section 9 of this Agreement),
of such beneficial shares of the Acquiring Fund to the holders of beneficial
shares of the Acquired Fund on the terms and conditions hereinafter set forth in
liquidation of the Acquired Fund. For convenience: the beneficial shares of the
Acquiring Fund that are given in exchange for the assets of the Acquired Fund
are referred to hereinafter as the "Acquiring Fund Shares"; and the beneficial
shares of the Acquired Fund that are held by the holders of such shares at the
Effective Time are referred to hereinafter as the "Acquired Fund Shares." The
parties hereto covenant and agree as follows:

1. Plan of Reorganization. At the Effective Time, the Acquired Fund
will assign, deliver and otherwise transfer all of its assets and good and
marketable title thereto, free and clear of all liens, encumbrances and adverse
claims except as provided in this Agreement, and assign all of its liabilities
as are set forth in a statement of assets and liabilities, to be prepared as of
the Effective Time (the "Statement of Assets and Liabilities") to the Acquiring
Fund and the Acquiring Fund shall acquire all such assets, and shall assume all
such liabilities of the Acquired Fund, in exchange for delivery to the Acquired
Fund by the Acquiring Fund of a number of its Acquiring Fund Shares (both full
and fractional) equivalent in value to the Acquired Fund Shares of the Acquired
Fund outstanding immediately prior to the Effective Time. The assets and stated
liabilities of the Acquired Fund, as set forth in a statement of assets and
liabilities shall be exclusively assigned to and assumed by the Acquiring Fund.
All debts, liabilities, obligations and duties of the Acquired Fund, to the
extent that they exist at or after the Effective Time and are stated in a
statement of assets and liabilities, shall after the Effective Time attach to
the Acquiring Fund and may be enforced against the Acquiring Fund to the same
extent as if the same had been incurred by the Acquiring Fund.

2. Transfer of Assets. The assets of the Acquired Fund to be acquired
by the Acquiring Fund shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest and dividends
receivable) as set forth in a statement of assets and liabilities, as well as
any claims or rights of action or rights to register shares under applicable
securities laws, any books or

records of such Acquired Fund and other property owned by such Acquired Fund at
the Effective Time.

3. Liquidation and Dissolution of the Acquired Fund. At the Effective
Time, the Acquired Fund will liquidate and the Acquiring Fund Shares (both full
and fractional) received by the Acquired Fund will be distributed to the
shareholders of record of the Acquired Fund as of the Effective Time in exchange
for Acquired Fund Shares and in complete liquidation of the Acquired Fund. Each
shareholder of the Acquired Fund will receive a number of Acquiring Fund Shares
equal in value to the Acquired Fund Shares held by that shareholder. Such
liquidation and distribution will be accompanied by the establishment of an open
account on the share records of the Acquiring Fund in the name of each
shareholder of record of the Acquired Fund and representing the respective
number of Acquiring Fund Shares due such shareholder. As soon as practicable
after the Effective Time, but not later than November 30, 1998, MAS shall take
all steps as shall be necessary and proper to effect a complete termination of
the Acquired Fund.

4. Representations and Warranties of the Acquiring Fund. The Acquiring
Fund represents and warrants to the Acquired Fund as follows:

(a) Shares to be Issued upon Reorganization. The Acquiring Fund
Shares to be issued in connection with the Reorganization have been
duly authorized and upon consummation of the Reorganization will be
validly issued, fully paid and nonassessable.

(b) Liabilities. There are no liabilities of the Acquiring Fund,
whether or not determined or determinable, other than liabilities
disclosed or provided for in the Acquiring Fund's statement of
assets and liabilities, if any, and liabilities incurred in the
ordinary course of business prior to the Effective Time or
otherwise previously disclosed to the Acquired Fund, none of which
has been materially adverse to the business, assets or results of
operations of the Acquiring Fund.

(c) Litigation. Except as previously disclosed to the Acquired
Fund, there are no claims, actions, suits or proceedings pending
or, to the actual knowledge of the Acquiring Fund, threatened which
would materially adversely affect any of the Acquiring Fund or its
assets or business or which would prevent or hinder in any material
respect consummation of the transactions contemplated hereby.

(d) Taxes. As of the Effective Time, all Federal and other tax
returns and reports of the Acquiring Fund required by law to have
been filed shall have been filed, and all other taxes shall have
been paid so far as due, or provision shall have been made for the
payment thereof, and to the best of the Acquiring Fund's knowledge,
no such return is currently under audit and no assessment has been
asserted with respect to any of such returns.

5. Representations and Warranties of the Acquired Fund. The Acquired
Fund represents and warrants to the Acquiring Fund as follows:

A-2

(a) Marketable Title to Assets. The Acquired Fund will have, at
the Effective Time, good and marketable title to, and full right,
power and authority to sell, assign, transfer and deliver, the
assets to be transferred to the Acquiring Fund. Upon delivery and
payment for such assets, the Acquiring Fund will have good and
marketable title to such assets without restriction on the transfer
thereof free and clear of all liens, encumbrances and adverse
claims.

(b) Liabilities. There are no liabilities of the Acquired Fund,
whether or not determined or determinable, other than liabilities
disclosed or provided for in the Acquired Fund's statement of
assets and liabilities, and liabilities incurred in the ordinary
course of business prior to the Effective Time or otherwise
previously disclosed to the Acquiring Fund, none of which has been
materially adverse to the business, assets or results of operations
of the Acquired Fund.

(c) Litigation. Except as previously disclosed to the Acquiring
Fund, there are no claims, actions, suits or proceedings pending
or, to the knowledge of the Acquired Fund, threatened which would
materially adversely affect the Acquired Fund or its assets or
business or which would prevent or hinder in any material respect
consummation of the transactions contemplated hereby.

(d) Taxes. As of the Effective Time, all Federal and other tax
returns and reports of the Acquired Fund required by law to have
been filed shall have been filed, and all other taxes shall have
been paid so far as due, or provision shall have been made for the
payment thereof, and to the best of the Acquired Fund's knowledge,
no such return is currently under audit and no assessment has been
asserted with respect to any of such returns.

6. Condition Precedent to Obligations of the Acquiring Fund. All
representations and warranties of the Acquired Fund contained in this Agreement
shall be true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated by this
Agreement, as of the Effective Time, with the same force and effect as if made
on and as of the Effective Time.

7. Condition Precedent to Obligations of the Acquired Fund. All
representations and warranties of the Acquiring Fund contained in this Agreement
shall be true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated by this
Agreement, as of the Effective Time, with the same force and effect as if made
on and as of the Effective Time.

8. Further Conditions Precedent to Obligations of the Acquired Fund
and the Acquiring Fund. The obligations of the Acquired Fund and the Acquiring
Fund to effectuate this Agreement shall be subject to the satisfaction of each
of the following conditions:

A-3

(a) Such authority from the Securities and Exchange Commission
(the "SEC") as may be necessary to permit the parties to carry out
the transactions contemplated by this Agreement shall have been
received.

(b) The Registration Statement on Form N-1A of the Acquiring
Fund shall be effective under the Securities Act of 1933 (the "1933
Act"), and, to the best knowledge of the Acquiring Fund, no
investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933
Act.

(c) The Acquiring Fund has filed all documents and paid all fees
required to permit their shares to be offered to the public in all
states of the United States, the Commonwealth of Puerto Rico and
the District of Columbia (except where such qualifications are not
required) so as to permit the transfer contemplated by this
Agreement to be consummated.

(d) The Acquired Fund and the Acquiring Fund shall have received
on or before the Effective Time an opinion of counsel satisfactory
to the Acquired Fund and the Acquiring Fund substantially to the
effect that for Federal income tax purposes:

(1) No gain or loss will be recognized to the Acquired Fund
upon the transfer of its assets in exchange solely for the
Acquiring Fund Shares and the assumption by the Acquiring Fund
of the Acquired Fund's stated liabilities;

(2) No gain or loss will be recognized to the Acquiring Fund
on its receipt of the Acquired Fund's assets in exchange for
the Acquiring Fund Shares and the assumption by the Acquiring
Fund of the Acquired Fund's liabilities;

(3) The basis of an Acquired Fund's assets in the Acquiring
Fund's hands will be the same as the basis of those assets in
the Acquired Fund's hands immediately before the conversion;

(4) The Acquiring Fund's holding period for the assets
transferred to the Acquiring Fund by the Acquired Fund will
include the holding period of those assets in the Acquired
Fund's hands immediately before the conversion;

(5) No gain or loss will be recognized to the Acquired Fund
on the distribution of the Acquiring Fund Shares to the
Acquired Fund's shareholders in exchange for their Acquired
Fund Shares;

(6) No gain or loss will be recognized to the Acquired Fund's
shareholders as a result of the Acquired Fund's distribution
of Acquiring Fund Shares to the Acquired Fund's shareholders
in exchange for the Acquired Fund's shareholders' Acquired
Fund Shares;

A-4

(7) The basis of the Acquiring Fund Shares received by the
Acquired Fund's shareholders will be the same as the adjusted
basis of that Acquired Fund's shareholders' Acquired Fund
Shares surrendered in exchange therefor; and

(8) The holding period of the Acquiring Fund Shares received
by the Acquired Fund's shareholders will include the Acquired
Fund's shareholders' holding period for the Acquired Fund's
shareholders' Acquired Fund Shares surrendered in exchange
therefor, provided that said Acquired Fund Shares were held as
capital assets on the date of the conversion.

(e) A vote approving this Agreement and the Reorganization
contemplated hereby shall have been adopted by at least a majority
of the outstanding shares of the Acquired Fund entitled to vote at
an annual or special meeting.

(f) The Board of Trustees of MAS, at a meeting duly called for
such purpose, shall have authorized the issuance by the Acquiring
Fund of Acquiring Fund Shares at the Effective Time in exchange for
the assets of the Acquired Fund pursuant to the terms and
provisions of this Agreement.

9. Effective Time of the Reorganization. The exchange of the Acquired
Fund's assets for Acquiring Fund Shares shall be effective as of close of
business on November 13, 1998, or at such other time and date as fixed by the
mutual consent of the parties (the "Effective Time").

10. Termination. This Agreement and the transactions contemplated
hereby may be terminated and abandoned with respect to the Acquiring Fund and/or
the Acquired Fund without penalty by resolution of the Board of Trustees of MAS
Funds or at the discretion of any duly authorized officer of MAS Funds, at any
time prior to the Effective Time, if circumstances should develop that, in the
opinion of such Board or officer, make proceeding with the Agreement
inadvisable.

11. Amendment and Waiver. This Agreement may be amended, modified or
supplemented in such manner as may be mutually agreed upon in writing by the
parties; PROVIDED, that no such amendment may have the effect of changing the
provisions for determining the number or value of Acquiring Fund Shares to be
paid to the Acquired Fund's shareholders under this Agreement to the detriment
of the Acquired Fund's shareholders without their further approval. Furthermore,
either party may waive any breach by the other party or the failure to satisfy
any of the conditions to its obligations (such waiver to be in writing and
authorized by the President or any Vice President of the waiving party with or
without the approval of such party's shareholders).

12. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

A-5

13. Fees and Expenses.

(a) The Acquiring Fund and the Acquired Fund represents and
warrants to the other that there are no brokers or finders entitled
to receive any payments in connection with the transactions
provided for herein.

(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by each Fund
will be borne by such Fund. Such expenses include, without
limitation, (i) expenses incurred in connection with the entering
into and the carrying out of the provisions of this Agreement; (ii)
expenses associated with the preparation and filing of the Proxy
Statement under the Securities Exchange Act of 1934; (iii)
registration or qualification fees and expenses of preparing and
filing such forms as are necessary under applicable state
securities laws to qualify the Acquiring Fund Shares to be issued
in connection herewith in each state in which the Acquired Fund's
shareholders are resident as of the date of the mailing of the
Proxy Statement to such shareholders; (iv) postage; (v) printing;
(vi) accounting fees; (vii) legal fees; and (viii) solicitation
costs of the transaction. The Acquiring Fund shall pay its own
Federal and state registration fees.

14. Headings, Counterparts, Assignment.

(a) The article and paragraph headings contained in this
Agreement are for reference purposes only and shall not effect in
any way the meaning or interpretation of this Agreement.

(b) This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.

(c) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns,
but no assignment or transfer hereof or of any rights or
obligations hereunder shall be made by any party without the
written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give
any person, firm or corporation other than the parties hereto and
their respective successors and assigns any rights or remedies
under or by reason of this Agreement.

15. Entire Agreement. The Acquiring Fund and the Acquired Fund agree
that neither party has made any representation, warranty or covenant not set
forth herein and that this Agreement constitutes the entire agreement between
the parties. The representations, warranties and covenants contained herein or
in any document delivered pursuant hereto or in connection herewith shall
survive the consummation of the transactions contemplated hereunder.

A-6

16. Further Assurances. The Acquiring Fund and the Acquired Fund shall
take such further action as may be necessary or desirable and proper to
consummate the transactions contemplated hereby.

17. Binding Nature of Agreement. As provided in the MAS Funds
Declaration of Trust, as amended and supplemented to date, on file with the
Pennsylvania Corporation Bureau of the Department of State, this Agreement was
executed by the undersigned officers of MAS Funds, on behalf of the Acquiring
Fund and the Acquired Fund, as officers and not individually, and the
obligations of this Agreement are not binding upon the undersigned officers
individually, but are binding only upon the assets and property of the
corporation or trust. Moreover, no series of a trust shall be liable for the
obligations of any other series of that trust.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

MAS Funds, on behalf of its series, PA Municipal Portfolio

By ___________________________________

Name: ________________________________

Title: _______________________________

MAS Funds, on behalf of its series, Municipal Portfolio

By ___________________________________

Name: ________________________________

Title: _______________________________

A-7

STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 28, 1998

MAS Funds PA Municipal Portfolio
One Tower Bridge
West Conshohocken, PA 19428
1-800-354-8185

This Statement of Additional Information is not a prospectus but should be read
in conjunction with the Proxy Statement/Prospectus dated October 28, 1998 for
the Special Meeting of Shareholders (the "Meeting") of the PA Municipal
Portfolio (the "Portfolio"), to be held on November 20, 1998. Copies of the
Proxy Statement/Prospectus may be obtained at no charge by calling Miller
Anderson & Sherrerd, LLP at 1-800-354-8185.

Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Proxy
Statement/Prospectus.

Further information about shares of the Portfolio is contained in and
incorporated by reference to the Portfolios' Statement of Additional Information
dated January 31, 1998, a copy of which is included herewith. The audited
financial statements and related independent accountants' report for the
Portfolios contained in the 1997 Annual Report to Shareholders dated September
30, 1997 are hereby incorporated herein by reference. The unaudited financial
statements for the Portfolio contained in the 1998 Semi-Annual Report to
Shareholders dated March 31, 1998 also are incorporated herein by reference. No
other parts of the Annual Report or the subsequent Semi-Annual Report are
incorporated by reference herein.

The date of this Statement of Additional Information is October 28, 1998.

Face Amount Value
(000) (000)
--------------------------------- ---------------------------------
Ratings PA Pro Forma PA Pro Forma
(Standard Municipal Municipal Combined Municipal Municipal Combined
March 31, 1998 & Poor's) Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
-------------- --------- --------- --------- --------- --------- --------- ---------

Municipal Bonds (84.8%)
Adelanto, CA School
District (FGIC)
Zero Coupon, 9/1/18...... AAA $4,350 $ -- $4,350 $ 1,507 $ -- $ 1,507
Aldine, TX Independent
School District (PSFG)
Zero Coupon, 2/15/07..... AAA 750 -- 750 497 -- 497
Aliquippa School District,
PA
Zero Coupon, 6/1/12...... A -- 685 685 -- 328 328
Allegheny County, PA
(AMBAC)
Zero Coupon, 5/1/03...... AAA -- 325 325 -- 261 261
Allegheny County, PA
Sanitation Authority,
Series B, (MBIA)
Zero Coupon, 6/1/10...... AAA 1,500 -- 1,500 838 -- 838
Arkansas State Development
Finance Authority Home
Mortgage Revenue Bonds,
Series B-1,
4.90%, 7/1/29............ AAA 725 275 1,000 731 277 1,008
Benicia, CA School District
(MBIA)
Zero Coupon, 8/1/11...... AAA 3,480 -- 3,480 1,806 -- 1,806
Berks County, PA (FGIC)
Zero Coupon 11/15/20..... AAA -- 1,000 1,000 -- 305 305
Zero Coupon 5/15/19...... AAA -- 1,250 1,250 -- 417 417
Berks County, PA Solid
Waste Authority (FGIC)
6.00%, 4/1/11............ AAA -- 250 250 -- 268 268
Bradford, PA Area School
District (FGIC)
4.60%, 10/1/10........... AAA -- 250 250 -- 245 245
Bucks County, PA Water &
Sewer Authority Revenue
Bonds (FGIC)
+Series B, 5.50%,
2/1/08................ Aaa -- 185 185 -- 191 191
Zero Coupon, 12/1/05..... AAA -- 375 375 -- 266 266
California Housing &
Finance Agency Revenue
Bonds (MBIA)
5.30%, 8/1/14............ AAA 175 -- 175 179 -- 179
California School Finance
Authority Lease Revenue
Bonds, Series A (MBIA)
6.70%, 7/1/02............ AAA 1,305 -- 1,305 1,376 -- 1,376

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

California State Department
of Veterans Affairs Home
Purchase Revenue Bonds,
Series A, TBA (AMBAC)
4.90%, 12/1/18........... AAA $1,675 $ -- $1,675 $ 1,672 $ -- $ 1,672
California State
Zero Coupon, 3/1/04...... A+ 375 -- 375 291 -- 291
Casino Reinvestment
Development Authority,
Series A (FSA)
5.00%, 10/1/03........... AAA 1,300 -- 1,300 1,347 -- 1,347
Center Township, PA Sewer
Authority Revenue Bonds,
Series A (MBIA)
Zero Coupon, 4/15/17..... AAA -- 615 615 -- 229 229
Zero Coupon, 4/15/19..... AAA 855 -- 855 286 -- 286
6.00%, 4/15/03........... AAA -- 500 500 -- 539 539
Charleston County, SC,
Resource Recovery Revenue
Bonds (AMBAC)
5.15%, 1/1/09............ AAA 1,000 -- 1,000 1,024 -- 1,024
Chartiera Valley, PA (FGIC)
Zero Coupon, 2/1/06...... AAA -- 425 425 -- 298 298
Chicago, IL Wastewater
Transmission Revenue
Bonds (FGIC)
5.125%, 1/1/03........... AAA 1,300 -- 1,300 1,350 -- 1,350
Cleveland, OH Airport
Special Revenue Bonds,
TBA
5.50%, 12/1/08........... BB- 750 -- 750 743 -- 743
Cleveland, OH City School
District (AMBAC)
4.80%, 6/1/03............ AAA 1,300 -- 1,300 1,334 -- 1,334
Clinton County, PA
Industrial Development
Authority
6.25%, 11/15/06.......... BB- -- 150 150 -- 156 156
Colorado Health Facilities
Revenue Bonds, Series A
Zero Coupon, 7/15/20..... AAA 1,000 -- 1,000 305 -- 305
Delaware County, PA
Industrial Development
Authority Revenue Bonds,
Series A
6.50%, 1/1/08............ A 450 200 650 506 225 731
Elizabeth Forward, PA
School District
Series B
Zero Coupon, 9/1/08
(AMBAC)............... AAA 425 -- 425 262 -- 262
Zero Coupon, 9/1/11
(MBIA)................ AAA 850 400 1,250 440 207 647

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Fort Bend, TX Independent
School District (PSFG)
Zero Coupon, 2/15/07..... AAA $1,250 $ -- $1,250 $ 828 $ -- $ 828
Zero Coupon, 2/15/08..... AAA 940 -- 940 591 -- 591
Georgia State Housing &
Financing Authority,
Series A A2
5.875%, 12/1/19.......... AA+ 160 105 265 166 109 275
Girard Area, PA School
District (FGIC)
Zero Coupon 10/1/18...... AAA -- 700 700 -- 241 241
Zero Coupon 10/1/19...... AAA -- 250 250 -- 82 82
Grand Prairie, TX
Independent School
District (PSFG)
Zero Coupon, 8/15/07..... AAA 750 -- 750 486 -- 486
Hamilton Southeastern, IN
(AMBAC)
Zero Coupon, 1/1/15...... AAA 1,000 -- 1,000 417 -- 417
Harris County, TX Toll
Road, Series A (MBIA)
Zero Coupon, 8/15/07..... AA+ 475 -- 475 308 -- 308
Hawaii State Housing
Finance & Development
Corp., Single Family
Mortgage Revenue Bonds,
Series A
4.90%, 7/1/28............ AA 350 125 475 352 126 478
+Hillsborough County, FL
Housing & Finance
Authority, Single Family
Mortgage Revenue Bonds
4.50%, 4/1/30............ Aaa 725 275 1,000 736 279 1,015
Houston TX Housing Finance
& Development Corp.,
Single Family Mortgage
Revenue Bonds, Series B-1
8.00%, 6/1/14............ A 325 175 500 357 192 549
Houston, TX Independent
School District (PSFG)
Zero Coupon, 8/15/12..... AAA 550 -- 550 266 -- 266
Huron, MI School District
(AMBAC)
Zero Coupon, 5/1/18...... AAA -- 1,500 1,500 -- 531 531
Hurst Euless Bedford, TX
Independent School
District (PSFG)
Zero Coupon, 8/15/17..... AAA 965 -- 965 349 -- 349
Zero Coupon, 8/15/18..... AAA 1,100 -- 1,100 377 -- 377

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

+Idaho Housing & Finance
Association, Single
Family Mortgage Revenue
Bonds,
Series F, 5.70%,
7/1/27................ Aaa $ 245 $ -- $ 245 $ 252 $ -- $ 252
Series H-2, 5.40%, 7/1/27
(FHA)................. Aaa 500 250 750 510 255 765
Illinois Development
Finance Authority Revenue
Bonds (FGIC)
Zero Coupon, 12/1/09..... AAA 2,000 -- 2,000 1,150 -- 1,150
Indiana Transportation
Finance Authority Highway
Revenue Bonds (AMBAC)
Zero Coupon, 12/1/16..... AAA 1,695 -- 1,695 637 -- 637
+Indiana State Housing
Finance Authority Revenue
Bonds, Series A2 (AMBAC)
5.55%, 1/1/21............ Aaa 500 -- 500 516 -- 516
Indianapolis Airport
Authority Revenue Bonds
7.10%, 1/15/17........... BBB 375 -- 375 422 -- 422
Intermountain Power Agency,
UT,
Series A, Zero Coupon,
7/1/17................ A+ 1,750 -- 1,750 641 -- 641
Series B, 6.50%, 7/1/09
(MBIA)................ AAA 875 300 1,175 1,017 349 1,366
Series C, 4.80%, 7/1/03
(FSA)................. AAA 1,300 -- 1,300 1,331 -- 1,331
Iowa Finance Authority
Single Family Revenue
Bonds, Series G
4.95%, 1/1/21............ AAA 500 200 700 505 202 707
Jacksonville, FL Electric
Authority Revenue Bonds
Zero Coupon, 10/1/11..... AA 325 -- 325 169 -- 169
Jefferson Parish, LA School
Board Sales & Use Tax
Revenue Bonds, TBA (FSA)
Zero Coupon, 9/1/06...... AAA 1,000 -- 1,000 676 -- 676
Kane & De Kalb Counties, IL
Unit School District
(AMBAC)
Zero Coupon, 12/1/09..... AAA 525 200 725 302 115 417
Kansas City, KA Utility
Systems Revenue Bonds
(AMBAC)
Zero Coupon, 3/1/06...... AAA 130 -- 130 91 -- 91
Zero Coupon, 3/1/06...... AAA 95 -- 95 67 -- 67

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

+Keller, TX Independent
School District (PSFG)
Zero Coupon, 8/15/12..... Aaa $ 800 $ -- $ 800 $ 387 $ -- $ 387
Kentucky State Turnpike
Authority (FGIC)
Zero Coupon, 1/1/10...... AAA 450 -- 450 258 -- 258
La Joya, TX Independent
School District (PSFG)
Zero Coupon, 8/1/12...... AAA 645 -- 645 312 -- 312
Lehigh County, PA General
Purpose Authority Revenue
Bonds, Horizons Health
Systems, Inc.,
Series B, 8.25%,
7/1/13................ N/R -- 250 250 -- 263 263
+Series C, 4.90%, 7/1/11
(MBIA)................ Aaa 920 275 1,195 912 273 1,185
Little Rock, AK Airport
Passenger Facility
Revenue Bonds (AMBAC)
5.65%, 5/1/16............ AAA 220 -- 220 233 -- 233
Maricopa County, AZ Unified
School
District -- Chandler
(FGIC)
Zero Coupon, 7/1/07...... AAA 250 -- 250 163 -- 163
Maryland Transportation
Authority (FGIC)
Zero Coupon 7/1/08....... AAA 250 -- 250 157 -- 157
Mercer County, NJ Revenue
Bonds
Zero Coupon, 4/1/06...... AA- 350 -- 350 246 -- 246
Metropolitan Government
Nashville & Davidson
County, TN Health &
Education Facilities
Board Revenue Bonds,
Series A
5.25%, 5/1/03............ AA 900 335 1,235 942 350 1,292
Metropolitan Pier &
Exposition Authority, IL,
Series A, (AMBAC),
4.90%, 12/15/03.......... AAA 1,275 -- 1,275 1,316 -- 1,316
Michigan State Housing
Development Authority,
Series B,
5.50% 12/1/26............ AA+ 485 -- 485 500 -- 500
Michigan State Trunk Line,
Series A (AMBAC)
Zero Coupon 10/1/05...... AAA 750 -- 750 537 -- 537
Zero Coupon 10/1/12...... AAA 1,500 -- 1,500 729 -- 729
Midland, TX Independent
School District (PSFG)
Zero Coupon, 8/15/06..... AAA 750 -- 750 511 -- 511

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Millcreek Township, PA
(FGIC)
Zero Coupon, 8/15/05..... AAA $ 325 $ 375 $ 700 $ 234 $ 270 $ 504
Minnesota State Housing &
Agency, Single Family
Mortgage Revenue Bonds,
Series E
5.05%, 7/1/24............ AA+ 1,300 550 1,850 1,321 559 1,880
Mississippi Housing Finance
Corp.,
Zero Coupon, 9/15/16..... AA- 5,250 -- 5,250 2,017 -- 2,017
Mobile, AL Industrial
Development Board Solid
Waste Disposal Revenue
Bonds
6.95%, 1/1/20............ BBB- 180 80 260 202 90 292
Montour, PA School District
(MBIA)
Zero Coupon, 1/1/13...... AAA -- 300 300 -- 143 143
Nebraska Investment Finance
Authority Revenue Bonds,
Series B, 5.60%,
3/1/20................ AAA 465 -- 465 481 -- 481
Series D, 5.80%,
3/1/20................ AAA 470 260 730 485 268 753
Nebraska Public Power
District Revenue Bonds,
5.40%, 1/1/03............ A+ 200 -- 200 210 -- 210
+Nevada Housing Division
Senior, Series A-2,
5.50%, 10/1/27........... Aaa 340 -- 340 349 -- 349
+Nevada Housing Division,
Series C (FHA),
5.65%, 4/1/27............ Aaa 490 245 735 506 253 759
New Jersey Economic
Development Authority
Zero Coupon, 3/15/09..... A+ 275 -- 275 163 -- 163
New Jersey State
Zero Coupon, 2/15/06..... AA+ 500 -- 500 351 -- 351
New Mexico Mortgage Finance
Authority, Series H
5.35%, 7/1/15............ AAA 485 -- 485 500 -- 500
New York City, NY General
Obligation, Series G
(MBIA)
5.00%, 8/1/12............ AAA 1,000 -- 1,000 996 -- 996
New York City, NY
Industrial Development
Agency Revenue Bonds
(FSA)
6.00%, 11/1/15........... AAA 1,575 775 2,350 1,683 828 2,511

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

#New York City, NY General
Obligation Inverse Bonds
20.509%, 10/1/03......... BBB+ $ 250 $ 100 $ 350 $ 414 $ 165 $ 579
New York State Dormitory
Authority
5.10%, 5/15/01........... BBB+ 250 -- 250 257 -- 257
5.125%, 7/1/11 (FGIC).... AAA 1,000 -- 1,000 1,014 -- 1,014
+New York State Mortgage
Agency Revenue Bonds,
Series 65
5.00%, 4/1/20............ Aa2 1,300 550 1,850 1,318 558 1,876
Noblesville, TN High School
Building Corp. (AMBAC)
Zero Coupon, 2/15/17..... AAA 900 -- 900 333 -- 333
Zero Coupon, 2/15/19..... AAA 1,850 -- 1,850 615 -- 615
Norris, CA School District
(MBIA)
Zero Coupon, 5/1/15...... AAA 785 -- 785 328 -- 328
Zero Coupon, 5/1/16...... AAA 400 -- 400 158 -- 158
North Carolina Eastern
Municipal Power Agency
Revenue Bonds
Series B, 6.125%,
1/1/09................ BBB 350 -- 350 378 -- 378
Series C, 5.125%,
1/1/03................ BBB 450 150 600 460 153 613
North Carolina Housing &
Finance Agency Revenue
Bonds
Series FF, 5.50%,
9/1/22................ AA 455 -- 455 468 -- 468
Series JJ, 5.125%,
1/1/03................ AA 495 270 765 512 279 791
Series RR, 5.00%,
9/1/22................ AA 1,300 550 1,850 1,305 552 1,857
+North Hempstead, NY
General Obligation,
Series B (FGIC)
5.00%, 3/1/12............ Aaa 890 -- 890 891 -- 891
North Slope Borough, AK
General Obligation,
Series B (CGIC)
Zero coupon, 6/30/04..... AAA 575 285 860 435 216 651
Northern Illinois
University Revenue Bond
(FGIC)
Zero Coupon, 4/1/15...... AAA 675 -- 675 280 -- 280
Northwestern, PA School
District (AMBAC)
Zero Coupon, 1/15/09..... AAA -- 450 450 -- 272 272
Okomos, MI Public School
District (MBIA)
Zero Coupon, 5/1/15...... AAA 900 -- 900 375 -- 375
Oley Valley, PA School
District (AMBAC)
Zero Coupon, 5/15/09..... AAA 760 760 1,520 452 452 904

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Orange County, FL Housing &
Finance Authority, Single
Family Mortgage Revenue
Bonds, Series B
5.10%, 9/1/27............ AAA $1,300 $ 550 $1,850 $ 1,322 $ 559 $ 1,881
Parkland, PA School
District (FGIC)
4.60%, 9/1/10............ AAA -- 250 250 -- 245 245
Penn Hills Township, PA
Zero Coupon, 6/1/12...... N/R 1,165 450 1,615 528 204 732
Penn Hills Township, PA,
Series B
Zero Coupon, 12/1/13..... N/R -- 500 500 -- 208 208
Pennsylvania Convention
Center Authority
6.25%, 9/1/04............ BBB -- 250 250 -- 267 267
6.70%, 9/1/16 (FGIC)..... AAA -- 500 500 -- 593 593
Pennsylvania Housing &
Finance Authority
Series 47, 5.20%,
4/1/27................ AA+ -- 375 375 -- 381 381
Series 48, 5.375%,
10/1/16............... AA+ -- 300 300 -- 307 307
Series 50A, 5.35%,
10/1/08............... AA+ -- 220 220 -- 227 227
Series 51, 5.65%,
4/1/20................ AA+ -- 250 250 -- 258 258
Series 52B, 5.55%,
10/1/12............... AA+ -- 500 500 -- 513 513
Series 59A, 4.95%,
4/1/25................ AA+ -- 550 550 -- 554 554
Pennsylvania State,
Certificate of
Participation, Series A
5.00%, 7/1/03............ AAA -- 500 500 -- 513 513
Pennsylvania State General
Obligation (AMBAC)
Zero coupon, 7/1/05...... AAA -- 375 375 -- 271 271
#0.00%, 4/15/03.......... AAA 775 300 1,075 935 362 1,297
+Philadelphia, PA
Hospitals, 10.875%,
7/1/08................... Aaa -- 140 140 -- 180 180
Philadelphia, PA Airport
Revenue Bonds (FGIC)
5.50%, 6/15/01........... AAA 1,340 550 1,890 1,391 571 1,962
Philadelphia, PA Authority
for Industrial
Development Revenue
Bonds, Series A
6.50%, 10/1/27........... N/R 220 100 320 237 107 344
Philadelphia, PA Gas Works
5.80%, 7/1/01............ BBB 350 200 550 366 209 575
Philadelphia, PA General
Obligation, Series A
(FGIC)
5.125%, 5/15/03.......... AAA -- 100 100 -- 104 104
5.40%, 11/15/03.......... AAA 600 -- 600 632 -- 632

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Philadelphia, PA Hospitals
& Higher Education
Facilities Authority
Revenue Bonds
6.15%, 7/1/05............ BBB+ $ 125 $ 50 $ 175 $ 134 $ 54 $ 188
Philadelphia, PA Municipal
Authority (FGIC)
4.90%, 4/1/03............ AAA 500 -- 500 513 -- 513
Philadelphia, PA School
District,
Series A (MBIA)
5.20%, 7/1/03......... AAA -- 200 200 -- 208 208
Series B (AMBAC)
5.00%, 4/1/03......... AAA -- 550 550 -- 567 567
Philadelphia, PA Water &
Wastewater Revenue Bonds
(FGIC)
5.15%, 6/15/04........... AAA 1,300 550 1,850 1,359 575 1,934
5.20%, 6/15/05........... AAA -- 500 500 -- 522 522
Pittsburgh, PA General
Obligation (AMBAC)
Zero Coupon, 9/1/04...... AAA -- 350 350 -- 264 264
6.50%, 4/1/11............ AAA -- 275 275 -- 307 307
Pittsburgh, PA Water &
Sewer (FGIC)
Zero Coupon, 9/1/05...... AAA -- 375 375 -- 269 269
Port Authority, NY & NJ
Special Obligation
Revenue Bonds
7.00%, 10/1/07........... N/R 450 250 700 510 283 793
Robinson Township, PA
6.90%, 5/15/18........... AAA -- 115 115 -- 134 134
+Saline County, KS,
Zero Coupon, 12/1/15..... Aaa 750 -- 750 303 -- 303
San Antonio, TX Electric &
Gas Revenue Bond (AMBAC)
Zero Coupon, 2/1/05...... AAA 200 -- 200 147 -- 147
San Antonio, TX General
Obligation, TBA
6.00%, 8/1/06............ AA 500 175 675 550 192 742
San Bernardino County, CA
Series A (MBIA)
7.40%, 7/1/16............ AAA 1,150 450 1,600 1,197 468 1,665
Savannah, GA Economic
Development Authority
Revenue Bonds
7.40%, 4/1/26............ N/R 270 40 310 304 45 349
Schuylkill County, PA
Redevelopment Authority
(FGIC)
7.125%, 6/1/13........... AAA 750 -- 750 823 -- 823

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Scranton, PA Health &
Welfare Authority
6.625%, 7/1/09........... AAA $ -- $ 125 $ 125 $ -- $ 139 $ 139
Skokie, IL Park District,
Series B, (AMBAC)
Zero Coupon, 12/1/12..... AAA 1,750 -- 1,750 836 -- 836
Southeastern Area Schools,
PA Revenue Bonds
Series A, Zero Coupon,
10/1/06............... A -- 200 200 -- 135 135
Series B, Zero Coupon,
10/1/06............... A -- 390 390 -- 263 263
Steel Valley, PA Allegheny
County
Zero Coupon, 11/1/17..... A 650 -- 650 231 -- 231
Steel Valley, PA School
District
Zero Coupon, 11/1/11..... A 740 430 1,170 375 218 593
Stroud Township, PA Sewer
Authority (CGIC)
Zero Coupon, 11/15/05.... AAA -- 375 375 -- 267 267
+Tyler, TX Health
Facilities Development
Corp.,
Series A, 5.25%,
7/1/02................ Baa2 425 -- 425 434 -- 434
Upper Darby Township, PA
(AMBAC)
Zero Coupon, 7/15/11..... AAA -- 525 525 -- 274 274
Utah State Housing Finance
Agency Series A-2
5.50%, 7/1/27............ AAA 400 -- 400 411 -- 411
Washington County, West PA
Power Co.
4.95%, 3/1/03............ A -- 150 150 -- 154 154
Washington State Public
Power Supply (MBIA)
7.00%, 7/1/07............ AA- 375 -- 375 438 -- 438
Zero Coupon, 7/1/10...... AAA 475 -- 475 260 -- 260
++Westmoreland County, PA
(AMBAC)
Zero Coupon, 8/1/14...... AAA -- 1,475 1,475 -- 644 644
Wisconsin Housing &
Economic Development
Authority Home Ownership
Revenue Bonds
Series E, 5.125%,
9/1/26................ AA 1,300 550 1,850 1,314 556 1,870
Series H, 4.875%,
3/1/24................ AA 1,350 -- 1,350 1,358 -- 1,358
Yough, PA School District
(MBIA)
Zero Coupon, 10/1/13..... AAA -- 1,445 1,445 -- 661 661
------- ------- --------
Group Total................ 73,615 26,469 100,084
------- ------- --------

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Asset Backed Corporates
(0.4%)
ALPS, Series 96-1D
12.75%, 6/15/06.......... BB- $ 349 $ 150 $ 499 $ 350 $ 150 $ 500
------- ------- --------
Industrials (0.9%)
Comcast Corp.
9.37%, 5/15/05........... BB+ 225 75 300 241 80 321
Grand Casinos, Inc.,
10.125%, 12/1/03......... BB 250 -- 250 272 -- 272
Host Marriott Travel Plaza
9.50%, 5/15/05........... BB- 175 75 250 186 80 266
Viacom, Inc.
8.00%, 7/7/06............ BB- 250 -- 250 256 -- 256
------- ------- --------
Group Total................ 955 160 1,115
------- ------- --------
Transportation (0.2%)
*Jet Equipment Trust,
Series 95-5A C
10.69%, 5/1/15........... BBB 100 100 200 130 130 260
------- ------- --------
Yankee (2.3%)
Koren Development Bank
7.375%, 9/17/04.......... BB+ 825 285 1,110 748 259 1,007
*Rae Laffan Liquefied
Natural Gas Co.
8.294%, 3/15/14.......... BBB+ 400 -- 400 414 -- 414
*Republic of Panama
7.875%, 2/13/02.......... BB+ 310 145 455 311 145 456
Rogers Cablesystems Ltd.
10.00%, 3/15/05.......... BB+ 125 50 175 140 56 196
*Samsung Electronics Co.
7.45%, 10/1/02........... B+ 750 -- 750 673 -- 673
------- ------- --------
Group Total................ 2,286 460 2,746
------- ------- --------
Total Fixed Income
Securities (Cost $71,355,
$25,019 and $96,374,
respectively)............ 77,336 27,369 104,705
------- ------- --------
CASH EQUIVALENTS (16.6%)

Shares
---------------------------------

Money Market Instruments (4.3%)
Dreyfus Basic Municipal
Money Market Fund....... 2,113,255 -- 2,113,255 2,113 -- 2,113
Dreyfus PA Municipal Money
Market Fund............. -- 408,571 408,571 -- 409 409
Vanguard Municipal Bond
Money Market Fund....... 2,115,174 -- 2,115,174 2,115 -- 2,115
Vanguard PA Tax-Free Money
Market Fund............. -- 418,826 418,826 -- 419 419
------- ------- --------
Group Total............... 4,228 828 5,056
------- ------- --------

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Municipals (10.1%)
##Abilene, TX Health
Facilities Development
Corp., (MBIA)
3.70%, 9/19/25........... AAA $1,600 $ -- $1,600 $ 1,600 $ -- $ 1,600
##Chelsen, MA Lease, Series
A (FSA)
3.80%, 6/6/23............ AAA 1,600 -- 1,600 1,600 -- 1,600
##Henrico County, VA
Industrial Development
Authority (FSA)
3.65%, 8/23/27........... AAA 1,600 -- 1,600 1,600 -- 1,600
##Kansas State Development
Finance Authority, Series
E
3.75%, 3/15/24........... AAA 1,000 -- 1,000 1,000 -- 1,000
##Pennsylvania Housing &
Finance Agency
3.62%, 10/3/23........... AA+ 1,000 -- 1,000 1,000 -- 1,000
##Pennsylvania State Higher
Education Assistance
Agency, Student Loan
SAVRS (AMBAC)
3.70%, 3/1/22............ AAA 1,000 -- 1,000 1,000 -- 1,000
##Wake County, NC
Industrial Facilities &
Pollution Control Revenue
(AMBAC)
3.78%, 5/1/24............ AAA 1,500 -- 1,500 1,500 -- 1,500
##Wichita, KS Hospital
Bonds, Series III-A
(MBIA)
3.66%, 10/20/17.......... AAA 1,600 -- 1,600 1,600 -- 1,600
##York County, PA Hospital
Authority Revenue Bonds
(AMBAC)
3.65%, 7/1/21............ AAA 1,000 -- 1,000 1,000 -- 1,000
------- ------- --------
Group Total................ 11,900 -- 11,900
------- ------- --------
U.S. Treasury Security
(1.3%)
++U.S. Treasury Bond
8.75%, 8/15/20........... Tsy 1,175 -- 1,175 1,566 -- 1,566
------- ------- --------
Repurchase Agreements (0.9%)
Chase Securities, Inc.
5.75%, dated 3/31/98, due
4/1/98, collateralized by
various U.S. Government
Obligations,
due 4/1/98-11/15/99...... 777 257 1,034 777 257 1,034
------- ------- --------
Total Cash Equivalents
(Cost $18,372, $1,085 and
$19,457, respectively)... 18,471 1,085 19,556
------- ------- --------

MAS Funds
Statement of Net Assets (Unaudited) -- (Continued)

Value
(000)
----------------------------------------------------
PA Pro Forma
Municipal Municipal Combined
Portfolio Portfolio Adjustments Portfolio
---------- ---------- ----------- -----------

Total Investments (105.2%) (Cost $89,727, $26,104 and
$115,831, respectively)................................. $ 95,807 $ 28,454 $ 124,261
---------- ---------- -----------
Other Assets and Liabilities (-5.2%)
Cash.................................................... 5 -- 5
Interest Receivable..................................... 729 310 1,039
Receivable for Daily Variation Margin on Futures
Contracts............................................ -- 1 1
Receivable for Fund Shares Sold......................... 5 -- 5
Unrealized Gain on Swap Agreements...................... 58 26 84
Other Assets............................................ 3 1 4
Payable for Investments Purchased....................... (6,461) (703) (7,164)
Payable for Fund Shares Redeemed........................ (1) (2) (3)
Payable for Administrative Fees......................... (6) (2) (8)
Payable for Investment Advisory Fees.................... (71) (17) (88)
Payable for Trustees' Deferred Compensation Plan........ (2) (1) (3)
Payable for Daily Variation Margin on Futures Contracts. (3) -- (3)
Other Liabilities....................................... (31) (32) (63)
---------- ---------- -----------
(5,775) (419) (6,194)
---------- ---------- -----------
NET ASSETS (100%)......................................... $ 90,032 $ 28,035 $ 118,067
========== ========== ===========
INSTITUTIONAL CLASS
Net Assets
Outstanding shares of beneficial interest (unlimited
authorization, no par value)............................ 7,639,910 2,365,547 14,057(A) 10,019,514
---------- ---------- ---------- -----------
NET ASSET VALUE PER SHARE................................. $11.78 $11.85 $11.78
========== ========== ===========
Net Assets Consist of:
$ 84,308 $ 25,754 $ 110,062
Paid in Capital...........................................
61 23 84
Undistributed Net Investment Income (Loss)................
(445) (112) (557)
Undistributed Realized Net Gain (Loss)....................
Unrealized Appreciation (Depreciation) on:
6,080 2,350 8,430
Investment Securities...................................
28 20 48
Futures and Swaps.......................................
---------- ---------- -----------
$ 90,032 $ 28,035 $ 118,067
Net Assets................................................
========== ========== ===========

- ---------------

(A) See Capitalization Section

++ A portion of these securities was pledged to cover margin
requirements for futures contracts.
* 144A security. Certain conditions for public sale may exist.
+ Moody's Investor Service, Inc. rating. Security is not rated
by Standard & Poor's Corporation.
# Step Bond-Coupon increases in increments to maturity. Rate
disclosed is as of March 31, 1998. Maturity disclosed is the
ultimate maturity.
## Variable or Floating rate security -- rating disclosed is as
of March 31, 1998.
AMBAC American Municipal Bond Assurance Corp.
CGIC Capital Guaranty Insurance Corp.
FGIC Financial Guaranty Insurance Corp.
FHA Federal Housing Administration
FSA Financial Security Assurance
MBIA Municipal Bond Insurance Association
PSFG Permanent School Fund Guaranteed
N/R Not rated by Moody's Investor Service, Inc., Standard & Poor's
Corporation or Fitch.
TBA Security is subject to delayed delivery.

MAS Funds
Projected Pro Forma Combined Statement of Operations
March 31, 1998 (Unaudited)

PA Pro Forma
Municipal Municipal Municipal
Portfolio Portfolio Portfolio
(000) (000) Adjustments (000)
------------- ------------- ----------- ------------

Investment Income
Interest......................................... $3,910 $1,444 $5,354
------ ------ ------
Expenses
Investment Advisory Services..................... $282 $102 $384
Less: Waived Fees................................ (28) 254 (27) 75 13 (42) 342
Administrative Fee............................... 60 22 82
Custodian Fee.................................... 5 5 10
Audit Fee........................................ 18 18 23
Legal Fee........................................ 1 1 2
Other Expenses................................... 41 18 (13) 59
------ ------ ------
Total Expenses........................... 379 139 518
------ ------ ------
Expense Offset................................... (3) (3 (6)
------ ------ ------
Net Expenses.................................. 376 136 512
------ ------ ------
Net Investment Income....................... 3,534 1,308 4,842
------ ------ ------
Realized Net Gain (Loss)
Investment Securities............................ (109) (72 (181)
Futures.......................................... (126) 44 (82)
------ ------ ------
Realized Net Gain (Loss)...................... (235) (28 (263)
------ ------ ------
Change in Unrealized Appreciation (Depreciation)
Investment Securities............................ 3,923 1,331 5,254
Futures and Swaps................................ (407) (177 (584)
------ ------ ------
Unrealized Appreciation (Depreciation)........ 3,516 1,154 4,670
------ ------ ------
Net Gain (Loss)............................. 3,281 1,126 4,407
------ ------ ------
Net Increase (Decrease) in Net Assets Resulting
from Operations.................................. $6,815 $2,434 $9,249
====== ====== ======

See notes to pro forma combined financial statements.

CAPITALIZATION

The following table sets forth the capitalization of each fund as of March
31, 1998, and the pro forma combined capitalization of both funds as if the
reorganization had occurred on such date. The table reflects pro forma exchange
ratios of approximately 1.006 shares being issued for each share of your fund.
If the reorganization is consummated, the actual exchange ratios on the
reorganization date may vary from the exchange ratios indicated. This is due to
changes in the market value of the portfolio securities of both the Municipal
Portfolio and your fund between March 31, 1998 and the reorganization date,
changes in the amount of undistributed net investment income and net realized
capital gains of the Municipal Portfolio and your fund during that period
resulting from income and distributions, and changes in the accrued liabilities
of the Municipal Portfolio and your fund during the same period.

March 31, 1998
---------------------------------------
PA Pro Forma
Municipal Municipal Municipal
Portfolio Portfolio Portfolio
---------- ---------- -----------

Net Assets............................................ $90,031,878 $28,035,483 $118,067,361
Net Asset Value Per Share............................. $ 11.78 $ 11.85 $ 11.78
Shares Outstanding.................................... 7,639,910 2,365,547 10,019,514

It is impossible to predict how many shares of the Municipal Portfolio will
actually be received and distributed by your fund on the reorganization date.
The table should not be relied upon to determine the amount of the Municipal
Portfolio shares that will actually be received and distributed.

Notes to Pro Forma Combined Financial Statements -- (Unaudited)

Each of the Municipal Portfolio and PA Municipal Portfolio had in place an
identical management fee agreement and a voluntary expense limitation of .50% of
net assets. Accordingly, the pro forma adjustments only represent the
elimination of duplicate expenses (i.e., audit fees) and an offsetting reduction
in the fee waiver required as a result of the voluntary expense limitation.

Pro forma information is intended to provide shareholders of MAS Funds with
information about the impact of the proposed merger by indicating how the merger
might have affected the information had the merger been consummated as of March
31, 1998.

The pro forma combined statements of net assets and results of operations
as of March 31, 1998, have been prepared to reflect the merger of the Municipal
Portfolio and PA Municipal Portfolio.

MAS FUNDS
PA MUNICIPAL PORTFOLIO
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, NOVEMBER 20, 1998

The undersigned Shareholder(s) of the PA Municipal Portfolio (the
"Portfolio") of MAS Funds (the "Fund") hereby appoint(s) Lorraine Truten, James
A. Gallo, and Richard J. Shoch, and each of them (each with full power of
substitution), as the proxy or proxies of the undersigned to attend the Special
Meeting of Shareholders of the Fund to be held on November 20, 1998 and any
adjournments thereof (the "Meeting"), to vote all of the shares of the Portfolio
that the signer would be entitled to vote if personally present at the Meeting
on the proposal set forth below and, in accordance with their own discretion, on
any other matters properly brought before the Meeting. Said proxies are directed
to vote or refrain from voting pursuant to the Proxy Statement as checked below
upon the following matters:

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
AND WILL BE VOTED "FOR" THE PROPOSAL UNLESS OTHERWISE INDICATED.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.

Proposal: Approval of the Agreement and Plan of Reorganization and
Liquidation between PA Municipal Portfolio and Municipal Portfolio.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

IN ACCORDANCE WITH THEIR OWN DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted in accordance with the recommendations of
the Board of Trustees FOR the Proposal.

The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.

Please date, sign and return promptly.

Dated: _______________________________, 1998

Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.

---------------------------------------------
Signature

MAS FUNDS

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORM N-14

PART C

OTHER INFORMATION

Item 15. Indemnification.

Reference is made to Article V of Registrant's By-Laws dated November 18, 1993,
which is incorporated by reference. Registrant hereby also makes the undertaking
consistent with rule 484 under the Securities Act of 1933, as amended.

The Trust shall indemnify each of its Trustees and officers (including persons
who serve at the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a "Covered Person") against all
liabilities and expenses, including but not limited to amounts paid in
satisfaction of judgements, in compromise or as fines and penalties, and counsel
fees reasonably incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
or whether by or in the right of the Trust, before any court or administrative
or legislative body, in which such Covered Person may be or may have been
involved as a party or otherwise or with which such person may be or may have
been threatened, while in office or thereafter, by reason of any alleged act or
omission as a Trustee or officer, except with respect to any matter as to which
such Covered Person shall have been finally adjudicated in any such action, suit
or other proceeding not to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interest of the Trust and
except that no Covered Person shall be indemnified against any liability to the
Trust or its Shareholders to which such Covered Person would otherwise be
subject by reason of self-dealing, willful misconduct or recklessness. Expenses,
including counsel fees so incurred by any such Covered Person, may be paid from
time to time by the Trust in advance of the final disposition of any such
action, suit or proceeding on the condition that the amounts so paid shall be
repaid to the Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been entitled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 16. Exhibits

(1) Amended and Restated Agreement and Declaration of Trust dated
November 18, 1993, is incorporated by reference to Exhibit
(1) to the Registrant's Post-Effective Amendment No. 42 on
Form N-1A, as filed on July 15, 1996.

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(2) Amended and Restated By-Laws dated November 21, 1996, are
incorporated by reference to Exhibit (2) to the Registrant's
Post-Effective Amendment No. 43 on Form N-1A, filed on
January 29, 1997.

(3) Inapplicable.

(4) Form of Agreement and Plan of Reorganization and Liquidation
is filed herewith.

(5) Inapplicable.

(6) Investment Advisory Agreement with Miller Anderson &
Sherrerd, LLP dated May 31, 1997, is incorporated by
reference to Exhibit (5)(b) to the Registrant's
Post-Effective Amendment No. 44 on Form N-1A, as filed on
June 13, 1997.

(7) Distribution Agreement with MAS Fund Distribution, Inc. dated
May 31, 1997, is incorporated by reference to Exhibit (6)(b)
to the Registrant's Post-Effective Amendment No. 50 on Form
N-1A, filed on July 10, 1998.

(8) Deferred Compensation Plan for MAS Funds Board of Trustees is
incorporated by reference to Exhibit 8(c) of the Registrant's
Post-Effective Amendment No. 44 on Form N-1A, filed on June
13, 1997.

(9)(a) Custodian Agreement between Registrant and Morgan Stanley
Trust Company dated September 1, 1993 is incorporated by
reference to Exhibit (8)(a) of Post-Effective Amendment No.
41 on Form N-1A, as filed on January 30, 1996, as originally
filed with Post-Effective Amendment No. 29 on Form N-1A on
December 27, 1993.

(9)(b) Custodian Agreement between Registrant and United States
Trust Company of New York dated July 22, 1994 is incorporated
by reference to Exhibit (8)(b) of Post-Effective Amendment
No. 41 on Form N-1A, as filed on January 30, 1996.

(9)(c) Amendment dated January 3, 1996 between Registrant and Morgan
Stanley Trust Company is incorporated by reference to Exhibit
(8)(c) of Post-Effective Amendment No. 41 on Form N-1A, as
filed on January 30, 1996.

(9)(d) Amendment dated July 22, 1994 to the Custody Agreement
between the Registrant and United States Trust Company of New

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York is incorporated by reference to Exhibit (8)(e) of
Post-Effective Amendment No. 46 on Form N-1A, as filed on
January 29, 1998.

(10)(a) Distribution Plan relating to the Adviser Class Shares and
pursuant to Rule 12b-1 is incorporated by reference to
Exhibit (15) of of Post-Effective Amendment No. 41 on Form
N-1A, as filed on January 30, 1996.

(10)(b) Rule 18f-3 Multiple Class Plan is incorporated by reference
to Exhibit (18) of Post-Effective Amendment No. 41, as filed
on January 30, 1996.

(11) Opinion and Consent of Morgan, Lewis & Bockius LLP that
shares will be validly issued, fully paid and non-assessable
is incorporated by reference to Exhibit (11) of the Fund's
Registration Statement on Form N-14, as filed on September
10, 1998.

(12) Opinion and Consent of Morgan, Lewis & Bockius LLP as to tax
matters and consequences is incorporated by reference to
Exhibit (12) of the Fund's Registration Statement on Form
N-14, as filed on September 10, 1998.

(13)(a) Sub-Administration Agreement with MAS Funds and United States
Trust Company of New York dated November 18, 1993 is
incorporated by reference to Exhibit (9)(b) of the
Registrant's Post-Effective Amendment No. 46 on Form N-1A as
filed on January 29, 1998.

(13)(b) Transfer Agency Agreement with United States Trust Company of
New York dated November 18, 1993, as amended February 9, 1995
and November 18, 1996, is incorporated by reference to
Exhibit (9)(c) of the Registrant's Post-Effective Amendment
No. 46 on Form N-1A as filed on January 29, 1998.

(13)(c) Administrative Agreement with MAS Funds and Miller Anderson &
Sherrerd, LLP is incorporated by reference to Exhibit (9)(d)
of Post-Effective Amendment No. 43 on Form N-1A, as filed on
January 29, 1997.

(13)(d) Investment Class Shareholder Service Agreement is
incorporated by reference to Exhibit (15)(a) of
Post-Effective Amendment No. 41 on Form N-1A, as filed on
January 30, 1996.

(13)(e) Investment Class Service Provider Agreement is incorporated
by reference to Exhibit (15)(b) of Post-Effective Amendment
No. 41 on Form N-1A, as filed on January 30, 1996.

(14) Consent of PricewaterhouseCoopers LLP is filed herewith.

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(15) Inapplicable.

(16) Powers of Attorney for Joseph P. Healey, Joseph J. Kearns,
John H. Grady, Jr., Lorraine Truten, C. Oscar Morong, Jr.,
Thomas L. Bennett, James D. Schmid, Vincent R. McLean and
Thomas P. Gerrity are incorporated by reference to Exhibit
(24) of the Registrant's Post-Effective Amendment No. 46 on
Form N-1A, as filed January 29, 1998.

(17)(a) Prospectus for MAS Funds' Institutional Class Shares dated
January 31, 1998, as revised May 13, 1998, and as
supplemented October 9, 1998, is filed herewith.

(17)(b) Statement of Additional Information for MAS Funds dated
January 31, 1998 is incorporated by reference to Exhibit
(17)(b) of the Fund's Registration Statement on Form N-14, as
filed on September 10, 1998.

(17)(c) Audited Financial Statements dated September 30, 1997 for the
MAS Funds are incorporated by reference to Exhibit (17)(c) of
the Fund's Registration Statement on Form N-14, as filed on
September 10, 1998.

17(d) Unaudited Semi-Annual Financial Statements dated March 31,
1998 for the MAS Funds are incorporated by reference to
Exhibit (17)(d) of the Fund's Registration Statement on Form
N-14, as filed on September 10, 1998.

17(e) Supplement dated October 9, 1998 to the MAS Institutional
Class Prospectus dated January 31, 1998, as revised May 13,
1998, is filed herewith.

Item 17. Undertakings.

The registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.

The registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.

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SIGNATURES

As required by the Securities Act of 1933 this Registration
Statement has been signed on behalf of the Registrant in Philadelphia on the
26th day of October, 1998.

MAS FUNDS
Registrant

By: *
------------------------------
James D. Schmid, President

Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacity on the
dates indicated.

* Trustee October 26, 1998
- --------------------------
Thomas L. Bennett

* Trustee October 26, 1998
- --------------------------
Thomas P. Gerrity

* Trustee October 26, 1998
- --------------------------
Joseph P. Healey

* Trustee October 26, 1998
- --------------------------
Joseph J. Kearns

* Trustee October 26, 1998
- --------------------------
Vincent R. McLean

* Trustee October 26, 1998
- --------------------------
C. Oscar Morong, Jr.

* President October 26, 1998
- --------------------------
James D. Schmid

/s/ James A. Gallo Principal Financial October 26, 1998
- -------------------------- Officer
James A. Gallo

*By: /s/ John H. Grady, Jr.
----------------------
John H. Grady, Jr.
Attorney-in-Fact

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Exhibit Index

1 Amended and Restated Agreement and Declaration of Trust dated
November 18, 1993, is incorporated by reference to Exhibit
(1) to the Registrant's Post-Effective Amendment No. 42 on
Form N-1A, as filed on July 15, 1996.

2 Amended and Restated By-Laws dated November 21, 1996, are
incorporated by reference to Exhibit (2) to the Registrant's
Post-Effective Amendment No. 43 on Form N-1A, filed on
January 29, 1997.

3 Inapplicable

4 Form of Agreement and Plan of Reorganization and Liquidation
is filed herewith.

5 Inapplicable.

6 Investment Advisory Agreement with Miller Anderson &
Sherrerd, LLP dated May 31, 1997, is incorporated by
reference to Exhibit (5)(b) to the Registrant's
Post-Effective Amendment No. 44 on Form N-1A, as filed on
June 13, 1997.

7 Distribution Agreement with MAS Fund Distribution, Inc. dated
May 31, 1997, is incorporated by reference to Exhibit (6)(b)
to the Registrant's Post-Effective Amendment No. 50 on Form
N-1A, filed on July 10, 1998.

8 Deferred Compensation Plan for MAS Funds Board of Trustees is
incorporated by reference to Exhibit 8(c) of the Registrant's
Post-Effective Amendment No. 44 on Form N-1A, filed on June
13, 1997.

9(a) Custodian Agreement between Registrant and Morgan Stanley
Trust Company dated September 1, 1993 is incorporated by
reference to Exhibit (8)(a) of Post-Effective Amendment No.
41 on Form N-1A, as filed on January 30, 1996, as originally
filed with Post-Effective Amendment No. 29 on Form N-1A on
December 27, 1993.

9(b) Custodian Agreement between Registrant and United States
Trust Company of New York dated July 22, 1994 is incorporated
by reference to Exhibit (8)(b) of Post-Effective Amendment
No. 41 on Form N-1A, as filed on January 30, 1996.

9(c) Amendment dated January 3, 1996 between the Registrant and
Morgan Stanley Trust Company and is incorporated by reference
to Exhibit (8)(c) of of Post-Effective Amendment No. 41 on
Form N-1A, as filed on January 30, 1996.

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9(d) Amendment dated July 22, 1994 to the Custody Agreement
between the Registrant and United States Trust Company of New
York is incorporated by reference to Exhibit (8)(e) of
Post-Effective Amendment No. 46 on Form N-1A, as filed on
January 29, 1998.

10(a) Distribution Plan relating to the Adviser Class Shares and
pursuant to Rule 12b-1 is incorporated by reference to
Exhibit (15) of of Post-Effective Amendment No. 41 on Form
N-1A, as filed on January 30, 1996.

10(b) Rule 18f-3 Multiple Class Plan is incorpoirated by reference
to Exhibit 18 of Post-Effective Amendment No. 41, as filed on
January 30, 1996.

11 Opinion and Consent of Morgan, Lewis & Bockius LLP that
shares will be validly issued, fully paid and non-assessable
is incorporated by reference to Exhibit (11) of the Fund's
Registration Statement on Form N-14, as filed on September
10, 1998.

12 Opinion and Consent of Morgan, Lewis & Bockius LLP as to tax
matters and consequences is incorporated by reference to
Exhibit (12) of the Fund's Registration Statement on Form
N-14, as filed on September 10, 1998.

13(a) Sub-Administration Agreement with MAS Funds and United States
Trust Company of New York dated November 18, 1993 is
incorporated by reference to Exhibit (9)(b) of the
Registrant's Post-Effective Amendment No. 46 on Form N-1A as
filed on January 29, 1998.

13(b) Transfer Agency Agreement with United States Trust Company of
New York dated November 18, 1993, as amended Februay 9, 1995
and November 18, 1996, is incorporated by reference to
Exhibit (9)(c) of the Registrant's Post-Effective Amendment
No. 46 on Form N-1A as filed on January 29, 1998.

13(c) Administrative Agreement with MAS Funds and Miller Anderson &
Sherrerd, LLP is incorporated by reference to Exhibit (9)(d)
of Post-Effective Amendment No. 43 on Form N-1A, as filed on
January 29, 1997.

13(d) Investment Class Shareholder Service Agreement is
incorporated by reference to Exhibit (15)(a) of
Post-Effective Amendment No. 41 on Form N-1A, as filed on
January 30, 1996.

13(e) Investment Class Service Provider Agreement is incorporated
by reference to Exhibit (15)(b) of Post-Effective Amendment
No. 41 on Form N-1A, as filed on January 30, 1996.

14 Consent of PricewaterhouseCoopers LLP is filed herewith.

15 Inapplicable

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16 Powers of Attorney for Joseph P. Healey, Joseph J. Kearns,
John H. Grady, Jr., Lorraine Truten, C. Oscar Morong, Jr.,
Thomas L. Bennett, James D. Schmid, Vincent R. McLean and
Thomas P. Gerrity are incorporated by reference to Exhibit
(24) of the Registrant's Post-Effective Amendment No. 43 on
Form N-1A, as filed January 29, 1997.

17(a) Prospectus for MAS Funds' Institutional Class Shares dated
January 31, 1998, as revised May 13, 1998, and as
supplemented October 9, 1998, is filed herewith.

17(b) Statement of Additional Information for MAS Funds dated
January 31, 1998, is incorporated by reference to Exhibit
(17)(b) of the Fund's Registration Statement on Form N-14, as
filed on September 10, 1998.

17(c) Audited Financial Statements dated September 30, 1997 for the
MAS Funds is incorporated by reference to Exhibit (17)(c) of
the Fund's Registration Statement on Form N-14, as filed on
September 10, 1998.

17(e) Supplement dated October 9, 1998 to the MAS Institutional
Class Prospectus dated January 31, 1998, as revised May 13,
1998, is filed herewith.

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