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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
MAS FUNDS
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
same
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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[x] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
$125
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2) Form, Schedule or Registration Statement No.:
Schedule 14A
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3) Filing Party:
MAS Funds
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4) Date Filed:
March 7, 1996
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MAS FUNDS
ONE TOWER BRIDGE
WEST CONSHOHOCKEN, PENNSYLVANIA 19428
Notice of Special Meeting of Shareholders
April 15, 1996
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
the Municipal and the PA Municipal Portfolios (the "Portfolios") of MAS Funds
(the "Fund") will be held at the offices of Miller Anderson & Sherrerd, LLP (the
"Adviser"), One Tower Bridge, West Conshohocken, Pennsylvania 19428, on April
15, 1996 at 9:00 a.m., local time, for the following purposes:
1. To consider and vote upon a proposal to amend the investment objective
of the Municipal Portfolio in order to allow the Adviser greater
flexibility regarding the average maturity/duration of fixed-income
securities purchased for the Portfolio.
2. To consider and vote upon a proposal to amend the investment objective
of the PA Municipal Portfolio in order to allow the Adviser greater
flexibility regarding the average maturity/duration of fixed-income
securities purchased for the Portfolio.
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
All Shareholders of the Portfolios are cordially invited to attend the Meeting.
Regardless of whether you plan to attend the Meeting, please complete, sign and
date the enclosed Proxy and return it promptly in the enclosed envelope so that
a quorum will be present and a maximum number of shares may be voted. If you are
present at the Meeting, you may change your vote, if desired, at that time.
Shareholders of the Portfolios of record at the close of business on February
23, 1996 are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
By order of the Board of Trustees
JOHN H. GRADY, JR.
Secretary
March 19, 1996
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY BALLOT
IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
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MAS FUNDS
MUNICIPAL PORTFOLIO
PA MUNICIPAL PORTFOLIO
ONE TOWER BRIDGE
WEST CONSHOHOCKEN, PENNSYLVANIA 19428
SPECIAL MEETING OF SHAREHOLDERS
April 15, 1996
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of the Board of Trustees of MAS
Funds (the "Fund") in connection with the Special Meeting of Shareholders (the
"Meeting") of the Municipal Portfolio and the PA Municipal Portfolio (each a
"Portfolio" and, together, the "Portfolios") to be held on April 15, 1996 at
9:00 a.m., local time, at the offices of Miller Anderson & Sherrerd, LLP, One
Tower Bridge, West Conshohocken, Pennsylvania 19428. The primary purpose of the
Meeting is to amend the investment objectives of the Municipal and PA Municipal
Portfolios as set forth in Proposals I and II, respectively.
In addition to the solicitation of proxies by mail, officers of the Fund and
employees of Miller Anderson & Sherrerd, LLP may solicit proxies in person or by
telephone. All costs of solicitation (including printing and mailing 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.
The Fund will furnish, without charge, a copy of the most recent Annual Report
to Shareholders of the Fund on request. Requests should be directed to the Fund
at One Tower Bridge, West Conshohocken, Pennsylvania 19428 or by calling (800)
354-8185.
Holders of record at the close of business on February 23, 1996 are entitled to
vote at the Meeting or at any adjourned session. Each share is entitled to one
vote. As of the record date, there were approximately 4,018,348.406 shares of
the Municipal Portfolio outstanding and 1,479,358.908 shares of the PA Municipal
Portfolio outstanding.
Shares represented by a properly executed proxy will be voted in accordance with
the instructions thereon, or if no specification is made, the persons named as
proxies will vote as recommended by the Board of Trustees. Proxies may be
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revoked at any time before they are exercised by the subsequent execution and
submission of a revised proxy, by written notice of revocation to the
Secretary of the Fund, or by voting in person at the Meeting. The mailing
address of the Fund is One Tower Bridge, West Conshohocken, Pennsylvania
19428. Abstentions and proxies signed and returned by brokers without voting
on a proposal ("broker non-votes") will not be counted for or against such
proposal, but will be counted for purposes of determining whether a quorum is
present and for purposes of determining whether a "majority of the outstanding
voting securities" is present at the Meeting. Abstentions and broker non-votes
will therefore have the effect of counting against a proposal.
In the event that sufficient votes in favor of a proposal set forth in the
Notice of the Special Meeting 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 period or periods of not more than 60 days in the aggregate to
permit further solicitation of proxies with respect to such proposal. Any such
adjournment will require the affirmative vote of a majority of the votes cast on
the question, whether or not a quorum is present. The persons named as proxies
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal. They will vote against any such adjournment those
proxies required to be voted against the proposal. The costs of any additional
solicitation and of any adjourned session will be borne by the Portfolio to
which the proposal relates.
It is expected that this proxy statement will be mailed to the shareholders on
or about March 19, 1996.
Proposal I requires action by shareholders of the Municipal Portfolio only, and
Proposal II requires action by shareholders of the PA Municipal Portfolio.
Because the changes to be voted on in the two proposals are identical,
shareholders of each Portfolio should read the section entitled Discussion of
Proposals I and II for an explanation of the proposals.
I. PROPOSAL TO AMEND THE MUNICIPAL PORTFOLIO'S INVESTMENT
OBJECTIVE.
The Trustees have approved a proposal to amend the Municipal Portfolio's
investment objective. Currently, the Portfolio's investment objective is:
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,
by investing in a diversified portfolio of investment grade and
short-term municipal debt securities, other investment grade
fixed-income securities and a limited percentage of bonds rated below
investment grade (commonly referred to as junk bonds). The portfolio's
average weighted maturity will ordinarily be between ten and thirty
years.
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Subject to shareholder approval, the Trustees have adopted the following amended
investment objective:
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,
by investing in a diversified portfolio of fixed-income securities.
The reasons for and the effects of this change are discussed under Discussion of
Proposals I and II, below
II. PROPOSAL TO AMEND THE PA MUNICIPAL PORTFOLIO'S
INVESTMENT OBJECTIVE.
The Trustees have approved a proposal to amend the PA Municipal Portfolio's
investment objective. Currently, the Portfolio's investment objective is:
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
and Pennsylvania personal income tax by investing in a diversified
portfolio of investment grade and short-term municipal debt
securities, other investment grade fixed-income securities and a
limited percentage of bonds rated below investment grade (commonly
referred to as junk bonds). The Portfolio's average weighted maturity
will ordinarily be between ten and thirty years.
Subject to shareholder approval, the Trustees have adopted the following amended
investment objective:
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
and Pennsylvania personal income tax, by investing primarily in a
diversified portfolio of fixed-income securities.
Discussion of Proposals I and II
The change in the investment objective of each Portfolio is designed to permit
Miller Anderson & Sherrerd, LLP, the Fund's investment adviser (the "Adviser"),
greater flexibility in managing each Portfolio's average weighted maturity and
duration. The restated objective will not require a Portfolio to maintain any
particular average weighted maturity and will not specify the particular types
of fixed-income instruments in which the Portfolio may invest. It is anticipated
that after the change, however, the Adviser will seek to manage each Portfolio's
volatility by focusing on investments in fixed-income securities giving it a
more intermediate-term average weighted maturity than has been possible under
the Portfolio's current investment objectives. While focusing on a basket of
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fixed-income securities that gives each Portfolio a more intermediate-term
average weighted maturity may help to reduce the potential risk of loss that can
result from holding long-term fixed-income securities, it may also reduce
potential gains that can be realized. In connection with the change in
investment objectives, therefore, each Portfolio will adopt a policy of
investing generally in fixed-income securities that will give the Portfolio an
average weighted maturity of five to ten years. Each Portfolio also will
identify an index or combination of indices of intermediate-term municipal
fixed-income securities against which to measure its performance.
In the event that a Portfolio's investment objective is changed as proposed, the
Portfolio will continue to seek 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
(and, in the case of the PA Municipal Portfolio, exempt from Pennsylvania
personal income tax), by investing in a diversified portfolio of fixed-income
securities. Each Portfolio will continue to have a policy of investing at least
80% of its asset in municipal securities (as defined in the Prospectus), and the
PA Municipal Portfolio also will continue to have a policy of investing at least
65% of its assets in Pennsylvania municipal securities (as defined in the
Prospectus). In addition, each Portfolio may continue to invest up to 20% in
high risk, high yield securities (commonly referred to as junk bonds).
In view of current market conditions, the Adviser has already decreased each
Portfolio's average weighted maturity and duration to the level contemplated by
the proposed change in the Portfolios' investment objectives as a temporary
defensive measure, as provided in the Fund's Prospectus. Therefore, it is not
anticipated that the proposed change in the investment objectives for the
Portfolios will require either Portfolio to sell many of the securities that it
holds or purchase many new securities. Rather, the new investment objective will
permit each Portfolio to continue their focus on intermediate-term securities
undertaken recently for temporary, defensive purposes.
Each Portfolio needs the approval of its shareholders in order to amend its
investment objective. If either Portfolio's Proposal is not approved, that
Portfolio's current investment objective will remain unchanged and the Trustees
will consider other appropriate alternatives.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF EACH PORTFOLIO
VOTE "FOR" APPROVAL OF THE PROPOSED AMENDMENTS TO THE
RESPECTIVE PORTFOLIO'S INVESTMENT OBJECTIVES.
GENERAL INFORMATION ABOUT THE FUND AND OTHER MATTERS
Investment Adviser and Administrator
The Adviser and Administrator to the Fund, Miller Anderson & Sherrerd, LLP
is a Pennsylvania limited partnership founded in 1969 and is located at One
Tower Bridge, West Conshohocken, Pennsylvania 19428. The Adviser provides
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investment services to employee benefit plans, endowment funds, foundations
and other institutional investors and as of January 30, 1996 had approximately
$35 billion in assets under management. On January 3, 1996, Morgan Stanley
Group Inc. acquired the Adviser in a transaction in which Morgan Stanley Asset
Management Holdings Inc., an indirect wholly owned subsidiary of Morgan
Stanley Group Inc., became the sole general partner of the Adviser. Morgan
Stanley Asset Management Holdings Inc. and two other wholly owned subsidiaries
of Morgan Stanley Group Inc. became the limited partners of the Adviser. In
connection with this transaction, the Adviser entered into a new investment
management agreement with the Fund dated as of January 3, 1996, which
agreement was approved by the shareholders of each of the Fund's portfolios at
a special meeting on October 6, 1995.
Distribution of Shares
MAS Fund Distribution, Inc., a wholly-owned subsidiary of the Adviser (the
"Distributor"), One Tower Bridge, P.O. Box 868, West Conshohocken, Pennsylvania
19428-0868, is the Distributor for the Fund pursuant to a distribution agreement
with the Fund. In connection with the transaction with Morgan Stanley Group Inc.
described above, the Distributor entered into a new distribution agreement with
the Fund dated as of January 3, 1996.
Beneficial Owners
The following table sets forth certain information as of February 23, 1996
concerning each person who is a beneficial owner of more than 5% of the Shares
of the Municipal Portfolio or the PA Municipal Portfolio because he, she or it
possessed or shared voting or investment power with respect to such Shares. In
this regard, the Adviser may be deemed to have "beneficial ownership" of a
substantial number of shares of each Portfolio because its investment advisory
relationships may give it the ability to dispose of shares or advise
shareholders to dispose of shares. However, the Adviser does not vote shares of
MAS Funds for any of its clients.
Amount of Beneficial Percentage of
Name and Address Ownership (Shares) Portfolio's Shares
- ---------------- -------------------- ------------------
MUNICIPAL POPRTFOLIO
Roberston Family Accounts 752,907.019 18.73%
Boston Safe Deposit & Trust
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Union Electric Employee 611,478.113 15.22%
Benefit Trust
Boston Safe Deposit & Trust
Mutual Fund Operations
P.O. Box 3188
Pittsburgh, PA 15230-3198
Robert A. Fox 529,441.904 13.18%
c/o R.A.F. Industries
165 Township Line Road
Suite 2100
Jenkintown, PA 19046
Jessie J. Thompson 527,898.071 13.14%
4500 Cameron Valley Parkway
Suite 450
Charlotte, NC 28211
Hirtle Callaghan & Co 247,879.966 6.17%
575 E. Swedesford Road
Suite 250
Wayne, PA 19087
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Amount of Beneficial Percentage of
Name and Address Ownership (Shares) Portfolio's Shares
- ---------------- -------------------- ------------------
PA MUNICIPAL
R & S Roberts 371,653.265 25.12%
1500 Market Street
35th Floor
Philadelphia, PA 19102
Kenneth B. Dunn 327,597.136 22.15%
One Tower Bridge
West Conshohocken, PA 19428
John J.F. Sherrerd 193,232.635 13.06%
One Tower Bridge
West Conshohocken, PA 19428
A. Morris Williams Jr. 155,006.362 10.48%
One Tower Bridge
West Conshohocken, PA 19428
Cook Family Fund 98,445.939 6.65%
217 West Church Road
King of Prussia, PA 19406
As of February 23, 1996, the Fund's trustees and officers beneficially owned
less than 1% of the shares of the Portfolios.
Required Vote
Approval of each proposed amendment requires the affirmative vote of the lesser
of either (1) holders of at least a majority of the outstanding shares of the
relevant Portfolio or (2) holders of at least 67% of the shares of the relevant
Portfolio represented in person or by proxy at the Meeting if at least a
majority of the outstanding shares of that Portfolio is so represented.
Shareholder Proposals
As a Pennsylvania business trust, the Fund is not required to hold annual
shareholder meetings. Shareholders who wish to present a proposal for action at
the next meeting or suggestions as to nominees for the Board of Trustees should
submit the proposal or suggestions to the Secretary of the Fund, John H. Grady,
Jr., c/o Miller Anderson & Sherrerd, LLP, One Tower Bridge, West Conshohocken,
Pennsylvania 19428, to be considered for inclusion in the Fund's proxy statement
for a subsequent meeting.
Other Matters
The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this Proxy Statement. If any other business should come
before the Meeting, the persons named in the accompanying proxy will vote
thereon in accordance with their best judgment.
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
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MAS Funds -- Municipal Portfolio
Proxy for Special Meeting of Shareholders, April 15, 1996
The undersigned Shareholder(s) of the Municipal Portfolio ("Portfolio")
of MAS Funds (the "Fund"), revoking previous proxies, hereby appoint(s) Douglas
W. Kugler and John H. Grady, Jr., 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 April 15, 1996, and any
adjournment thereof (the "Meeting"), and to vote all of the shares of the Fund
that the signer would be entitled to vote if personally present at the Meeting
on the proposals set forth below respecting the amendment of the Portfolio's
investment objective and, in accordance with their own discretion, on any other
matters properly brought before the Meeting.
This proxy is solicited on behalf of the Board of Trustees of the Fund which
recommends a vote "FOR" the following proposals:
I. To approve an amendment to the Portfolio's investment objective.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
II. Not applicable.
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.
This proxy will, when properly executed, be voted as directed herein by the
signing shareholder. If no contrary direction is given when the duly executed
proxy is returned, this proxy will be voted FOR the proposal to amend the
Portfolio's investment objective and will be voted in the appointed proxies'
discretion upon such other business as may properly come before the Meeting.
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.
Dated: _____________, 1996 -----------------------------------
Signature
-----------------------------------
Signature
Please date, sign and return promptly whether or not you expect to attend the
Meeting. You may nevertheless vote in person if you do attend the Meeting.
<PAGE>
MAS Funds -- PA Municipal Portfolio
Proxy for Special Meeting of Shareholders, April 15, 1996
The undersigned Shareholder(s) of the PA Municipal Portfolio
("Portfolio") of MAS Funds (the "Fund"), revoking previous proxies, hereby
appoint(s) Douglas W. Kugler and John H. Grady, Jr., 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 April 15,
1996, and any adjournment thereof (the "Meeting"), and to vote all of the shares
of the Fund that the signer would be entitled to vote if personally present at
the Meeting on the proposals set forth below respecting the amendment of the
Portfolio's investment objective and, in accordance with their own discretion,
on any other matters properly brought before the Meeting.
This proxy is solicited on behalf of the Board of Trustees of the Fund, which
recommends a vote "FOR" the following proposals:
I. Not applicable.
II. To approve an amendment to the Portfolio's investment objective.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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.
This proxy will, when properly executed, be voted as directed herein by the
signing shareholder. If no contrary direction is given when the duly executed
proxy is returned, this proxy will be voted FOR the proposal to amend the
Portfolio's investment objective and will be voted in the appointed proxies'
discretion upon such other business as may properly come before the Meeting.
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.
Dated: _____________, 1996 -----------------------------------
Signature
-----------------------------------
Signature
Please date, sign and return promptly whether or not you expect to attend the
Meeting. You may nevertheless vote in person if you do attend the Meeting.
