<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
RULE 24f-2 NOTICE
FOR
MAS FUNDS
---------
(NAME OF REGISTRANT)
ONE TOWER BRIDGE
WEST CONSHOHOCKEN, PA 19428-0868
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SHARES OF COMMON STOCK
----------------------
(Title of securities with respect to which Notice is filed)
File Nos. 2-89729 and 811-3980
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The following information is required pursuant to Rule 24f-2(b)(1):
(i). Fiscal year for which Notice is filed:
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October 1, 1994 through September 30, 1995
(ii). Number or amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 but remained unsold at the beginning of such fiscal year:
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NONE.
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(iii). Amount of securities, if any, registered during such fiscal
year other than pursuant to Rule 24f-2:
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NONE.
(iv). Number and amount of securities sold during such fiscal year:*
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<TABLE>
<CAPTION>
Number of Shares Aggregate Sales Price
---------------- ---------------------
<S> <C> <C>
Equity: 17,167,033 $ 370,922,234
Select Equity: 411,289 $ 4,846,722
Value: 22,270,491 $ 302,388,303
Small Cap Value: 6,533,131 $ 109,078,160
Mid Cap Value: 372,909 $ 4,259,492
Mid Cap Growth: 4,693,154 $ 78,990,519
International Equity: 25,438,180 $ 315,861,900
Emerging Markets: 3,650,382 $ 39,404,756
Balanced: 4,108,139 $ 50,016,971
Multi Asset Class: 5,044,574 $ 52,540,705
Fixed Income: 38,849,888 $ 431,733,911
Domestic Fixed Income: 3,820,420 $ 39,253,822
Fixed Income II: 5,323,645 $ 56,651,361
Special Purpose: 9,428,083 $ 107,479,867
Global Fixed Income: 1,376,347 $ 14,272,860
International Fixed: 7,472,196 $ 77,913,384
Advisory Foreign: 65,357,669 $ 666,543,587
Limited Duration: 5,906,576 $ 60,552,196
Intermediate Duration: 2,204,325 $ 22,039,051
High Yield: 11,056,444 $ 94,944,272
</TABLE>
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<TABLE>
<S> <C> <C>
Mortgage Backed: 871,558 $ 8,451,263
Advisory Mortgage: 144,912,427 $1,479,265,099
Cash Reserves: 95,028,683 $ 95,028,683
Municipal: 1,556,425 $ 15,285,830
PA Municipal: 435,586 $ 4,149,812
Growth: 0 $ 0
</TABLE>
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* Excludes shares issued upon reinvestment of dividends.
(v). Dollar amount of securities sold and redeemed during such fiscal
year in reliance upon registration pursuant to Rule 24f-2 [(iv) minus (iii)]:*
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<TABLE>
<CAPTION>
Aggregate Sales Price Aggregate Redemption Price
--------------------- --------------------------
<S> <C> <C>
Equity: $ 370,922,234 ($ 287,940,442)
Select Equity: $ 4,846,722 ($ 9,897,240)
Value: $ 302,388,303 ($ 289,313,034)
Small Cap Value: $ 109,078,160 ($ 50,543,516)
Mid Cap Value: $ 4,259,492 ($ 428,240)
Mid Cap Growth: $ 78,990,519 ($ 89,018,149)
International Equity: $ 315,861,900 ($ 245,454,791)
Emerging Markets: $ 39,404,756 ($ 1,216)
Balanced: $ 50,016,971 ($ 84,497,823)
Multi Asset Class: $ 52,540,705 ($ 20,123,341)
Fixed Income: $ 431,733,911 ($ 300,480,491)
Domestic Fixed: $ 39,253,822 ($ 42,866,979)
Fixed Income II: $ 56,651,361 ($ 26,855,700)
Special Purpose: $ 107,479,867 ($ 160,945,980)
Global Fixed: $ 14,272,860 ($ 9,504,916)
International Fixed: $ 77,913,384 ($ 33,007,944)
Advisory Foreign: $ 666,543,587 ($ 171,066,122)
Limited Duration: $ 60,552,196 ($ 27,361,582)
Intermediate Duration: $ 22,039,051 ($ 5,000,100)
High Yield: $ 94,944,272 ($ 74,147,759)
Mortgage Backed: $ 8,451,263 ($ 85,683,338)
Advisory Mortgage: $1,479,265,099 ($ 80,626,264)
Cash Reserves: $ 95,028,683 ($ 90,206,517)
Municipal: $ 15,285,830 ($ 21,754,612)
PA Municipal: $ 4,149,812 ($ 13,793,052)
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Growth: $ 0 ($ 0 )
--------------- ----------------
TOTALS $ 4,501,874,760 ($2,220,519,148)
=============== ================
(A) (B)
</TABLE>
* Excludes shares issued upon reinvestment of dividends.
CALCULATION: During the fiscal year ended September 30, 1995, pursuant to Rule
24f-2; the TOTAL actual aggregate sales price for which such securities were
sold was (A) $4,501,874,760 and the TOTAL actual aggregate redemption price of
securities redeemed by the Registrant was (B) $2,220,519,148. No portion of
such aggregate redemption price has been applied by Registrant pursuant to Rule
24e-2(a) in a filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows:
((A)$4,501,874,760 - (B)$2,220,519,148) / 2,900 =$786,674.35.
Funds in the amount of $786,674.35 have been wired to the SEC's account at
Mellon Bank.
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: November 27, 1995
MAS Funds
By /s/ Douglas W. Kugler
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Douglas W. Kugler
Treasurer
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[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
November 21, 1995
MAS Funds
c/o Miller Anderson & Sherrerd, LLP
One Tower Bridge, Suite 1150
P.O. Box 868
West Conshohocken, PA 19428-0868
Re: Rule 24f-2 Notice for MAS Funds
(Registration No. 2-89729)
Ladies and Gentlemen:
MAS Funds (formerly known as the MAS Pooled Trust Fund and hereinafter referred
to as the "Fund") is a business trust established under the laws of the
Commonwealth of Pennsylvania with its principal place of business in West
Conshohocken, Pennsylvania. The Fund is an open-end management investment
company registered with the Securities and Exchange Commission (the
"Commission") under the Investment Company Act of 1940 (the "1940 Act"). This
opinion relates to shares of beneficial interest, without par value, issued by
the Fund in reliance upon Rule 24f-2 for the fiscal year ended September 30,
1995, the registration of which is made definite by the filing of the attached
Notice.
We have reviewed all proceedings taken by the Fund in connection with the
authorization of an unlimited number of shares of beneficial interest, without
par value, which have been offered under prospectuses included as part of the
Fund's Registration Statement on Form N-1A, as amended to the date hereof,
which has been filed with the Commission under the Securities Act of 1933 and
the 1940 Act (collectively, the "Prospectus").
We are of the opinion that such shares of beneficial interest, when sold and
issued in return for the payment described in the Fund's Prospectus, were
legally issued, fully paid and non-assessable by the Fund.
The Fund is an entity of the type commonly known as a "Pennsylvania business
trust." Under Pennsylvania law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund. The
By-laws
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One Tower Bridge
November 21, 1995
Page 2
of the Fund states that creditors of contractors with and claimants against the
Fund shall look only to the assets of the Fund for payment. It also requires
that notice of such disclaimer be given in each contract or instrument made or
issued by the officers or the Trustees of the Fund on behalf of the Fund. The
By-laws of the Fund further provide: (i) for indemnification out of Fund
assets for all loss and expense of any shareholder held personally liable for
the obligations of the Fund by virtue of ownership of Shares of the Fund; and
(ii) for the Fund to assume the defense of any claim against the shareholder
for any act or obligation of the Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund would be unable to meet its obligations.
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which the
Fund is about to file with the Securities and Exchange Commission.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
cc: Ms. Lorraine Truten
Mr. Douglas Kugler
