MAS FUNDS /MA/
497, 1996-08-30
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<PAGE>

                                    MAS Funds

                 Supplement dated August 28, 1996 to the Adviser
                     Class Prospectus dated January 30, 1996

This supplement to the Adviser Class Prospectus dated January 30, 1996,
supersedes and replaces any existing supplements to the prospectus. This
supplement provides new and additional information beyond that contained in the
Prospectus and should be read in conjunction with the Prospectus. Unless
otherwise indicated in this supplement, defined terms have the same meaning as
in the Prospectus.

Mid Cap Growth Portfolio

The Portfolio Summary is revised to reflect the following:

         Approach          The Adviser uses a four-part process combining
                           quantitative, fundamental, and valuation analysis
                           with a strict sales discipline. Stocks that pass an
                           initial screen based on estimate revisions undergo
                           detailed fundamental research. Valuation analysis is
                           used to eliminate the most overvalued securities.
                           Holdings are sold when their estimate-revision scores
                           fall to unacceptable levels, when fundamental
                           research uncovers unfavorable trends, or when their
                           valuations exceed the level that the Adviser believes
                           is reasonable given their growth prospects.

Other Changes

The following represents additional information pertaining to all or certain MAS
Funds portfolios, as indicated:

RISK FACTORS

o        Each portfolio may invest in certain instruments such as Forwards,
         certain types of Futures & Options, certain types of Mortgage
         Securities and When-Issued Securities which require the portfolio to
         segregate some or all of its cash or liquid securities to cover its
         obligations pursuant to such instruments. As asset segregation reaches
         certain levels, a portfolio may lose flexibility in managing its
         investments properly, responding to shareholder redemption requests, or
         meeting other obligations and may be forced to sell other securities
         that it wanted to retain or to realize unintended gains or losses.

Investment Limitations

(g)      Each portfolio may pledge, mortgage or hypothecate assets in an amount
         up to 50% of its total assets, provided that each portfolio may also
         segregate assets without limit in order to comply with the requirements
         of Section 18(f) of the Investment Company Act of 1940, as


<PAGE>



         amended, and applicable interpretations thereof published from time to
         time by the Securities and Exchange Commission and its staff.

Prospectus Glossary

Investments

The definitions of CMOs, Forwards, Mortgage Securities, Swaps, and When-Issued
Securities are hereby revised as follows:

CMOs: The third paragraph of the definition is deleted and the following is
inserted in its place:

         Like bonds in general, mortgage-backed securities will generally
         decline in price when interests rates rise. Due to prepayment risk,
         rising interest rates also tend to discourage refinancings of home
         mortgages with the result that the average life of mortgage securities
         held by a portfolio may be lengthened. This extension of average life
         causes the market price of the securities to decrease further than if
         their average lives were fixed. In part to compensate for these risks,
         mortgages will generally offer higher yields than comparable bonds.
         However, when interest rates fall, mortgages may not enjoy as large a
         gain in market value due to prepayment risk because additional mortgage
         prepayments must be reinvested at lower interest rates.

Forwards: The first paragraph of the definition is deleted and replaced with the
following:

         --Forward Foreign Currency Contracts: are Derivatives which are used to
         protect against uncertainty in the level of future foreign exchange
         rates. A forward foreign currency contract is an obligation to purchase
         or sell a specific currency at a future date, which may be any fixed
         number of days from the date of the contract agreed upon by the
         parties, at a price set at the time of the contract. Such contracts do
         not eliminate fluctuations caused by changes in the local currency
         prices of the securities, but rather, they establish an exchange rate
         at a future date. Also, although such contracts can minimize the risk
         of loss due to a decline in the value of the hedged currency, at the
         same time they limit any potential gain that might be realized.

         The last sentence of the second paragraph of the definition is hereby
amended to read as follows:

         A portfolio's entry into forward contracts, as well as any use of cross
         or proxy hedging techniques will generally require the portfolio to
         hold liquid securities or cash equal to the portfolio's obligations in
         a segregated account throughout the duration of the contract.

         The fourth paragraph of the definition is hereby deleted and replaced
with the following:

         There is a risk in adopting a transaction hedge or position hedge to
         the extent that the value of a security denominated in foreign currency
         is not exactly matched with a portfolio's


<PAGE>



         obligation under the forward contract. On the date of maturity, a
         portfolio may be exposed to some risk of loss from fluctuations in that
         currency. Although the Adviser will attempt to hold such mismatching to
         a minimum, there can be no assurance that the Adviser will be able to
         do so. For proxy hedges, transaction hedges, or a synthetic position,
         there is an additional risk in that those transactions create residual
         foreign currency exposure. When a portfolio enters into a forward
         contract for purposes of creating a position hedge, transaction hedge,
         cross hedge, or a synthetic security, it will generally be required to
         hold liquid securities or cash in a segregated account with a daily
         value at least equal to its obligation under the forward contract.

Mortgage Securities: The second paragraph of the definition is hereby deleted.
The following is hereby inserted after the last paragraph of the definition:

         Possible Risks: Due to the possibility that prepayments on home
         mortgages will alter cash flow on mortgage securities, it is not
         possible to determine in advance the actual final maturity date or
         average life. Like bonds in general, mortgage-backed securities will
         generally decline in price when interest rates rise. Due to prepayment
         risk, rising interest rates also tend to discourage refinancings of
         home mortgages, with the result that the average life of mortgage
         securities held by a portfolio may be lengthened. This extension of
         average life causes the market price of the securities to decrease
         further than if their average lives were fixed. However, when interest
         rates fall, mortgages may not enjoy as large a gain in market value due
         to prepayment risk because additional mortgage prepayments must be
         reinvested at lower interest rates. Faster prepayment will shorten the
         average life and slower prepayments will lengthen it. However, it is
         possible to determine what the range of that movement could be and to
         calculate the effect that it will have on the price of the security. In
         selecting these securities, the Adviser will look for those securities
         that offer a higher yield to compensate for any variation in average
         maturity.

Swaps: Delete the second sentence of the second paragraph of the definition and
replace it with the following:

         A portfolio's obligations under a swap agreement will be accrued daily
         (offset against any amounts owing to the portfolio) and any accrued but
         unpaid net amounts owed to a swap counterparty will be covered by the
         maintenance of a segregated account consisting of cash or liquid
         securities.

When-Issued Securities: The last sentence of the definition is hereby deleted
and replaced with the following:

         A portfolio will maintain with the custodian a separate account with a
         segregated account consisting of cash or liquid securities in an amount
         at least equal to these commitments.



<PAGE>



State and Local Taxes: The second sentence is hereby deleted and replaced with
the following:

         The Fund will provide Pennsylvania taxable values on a per share basis
upon request.

Portfolio Management

The following lists changes in the investment professionals managing certain
portfolios:

         Balanced Portfolio: Thomas L. Bennett, John D. Connolly, Gary G.
         Schlarbaum, Horacio A. Valeiras and Richard B. Worley

         High Yield Portfolio: Robert E. Angevine, Thomas L. Bennett and Stephen
         F. Esser

         Mid Cap Growth Portfolio: Arden C. Armstrong and Abhi Y. Kanitkar

         Value Portfolio: Richard M. Behler, Robert J. Marcin and A. Morris
         Williams, Jr.

         A description of business experience during the past five years follows
         for those investment professionals listed for the first time:

         Robert E. Angevine, Portfolio Manager, joined Morgan Stanley Asset
         Management in 1988. He assumed responsibility for the High Yield
         Portfolio in 1996.

         Richard M. Behler, Portfolio Manager, joined MAS in 1995. He served as
         a Portfolio Manager from 1992 through 1995 for Moore Capital Management
         and as Senior Vice President for Merrill Lynch Economics from 1987
         through 1992. He assumed responsibility for the Value Portfolio in
         1996.

         Abhi Y. Kanitkar, Equity Analyst, joined MAS in 1994. He served as an
         Investment Analyst from 1993 through 1994 for Newbold's Asset
         Management and as Director & Investment Analyst from 1990 through 1993
         for Kanitkar Investment Services, Inc. He assumed responsibility for
         the Mid Cap Growth Portfolio in 1996.

Trustees and Officers

David P. Eastburn retired as a Trustee of MAS Funds in February, 1996

Vincent R. McLean, Trustee; Director, Alexander and Alexander Services, Inc.,
Director, Legal and General America, Inc., Director, William Penn Life Insurance
Company of New York; formerly Executive Vice President, Chief Financial Officer,
Director and Member of the Executive Committee of Sperry Corporation (now part
of Unisys Corporation).





<PAGE>


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.




<PAGE>

                                    MAS Funds

               Supplement dated August 28, 1996 to the Investment
       Class Prospectus dated January 30, 1996, as revised April 30, 1996

This supplement to the Investment Class Prospectus dated January 30, 1996, as
revised April 30, 1996 supersedes and replaces any existing supplements to the
prospectus. This supplement provides new and additional information beyond that
contained in the Prospectus and should be read in conjunction with the
Prospectus. Unless otherwise indicated in this supplement, defined terms have
the same meaning as in the Prospectus.

Balanced Investing Program

All references to the Balanced Investing Program in the Prospectus are hereby
deleted.

Other Changes

The following represents additional information pertaining to all or certain MAS
Funds portfolios, as indicated:

RISK FACTORS

o        Each portfolio (except the Cash Reserves Portfolio) may invest in
         certain instruments such as Forwards, certain types of Futures &
         Options, certain types of Mortgage Securities and When-Issued
         Securities which require the portfolio to segregate some or all of its
         cash or liquid securities to cover its obligations pursuant to such
         instruments. As asset segregation reaches certain levels, a portfolio
         may lose flexibility in managing its investments properly, responding
         to shareholder redemption requests, or meeting other obligations and
         may be forced to sell other securities that it wanted to retain or to
         realize unintended gains or losses.

Prospectus Glossary

Investments

The definitions of CMOs, Forwards, Mortgage Securities, Swaps, and When-Issued
Securities are hereby revised as follows:

CMOs: The third paragraph of the definition is deleted and the following is
inserted in its place:

         Like bonds in general, mortgage-backed securities will generally
         decline in price when interests rates rise. Due to prepayment risk,
         rising interest rates also tend to discourage refinancings of home
         mortgages with the result that the average life of mortgage securities
         held by a portfolio may be lengthened. This extension of average life
         causes the market price of the securities to decrease further than if
         their average lives were fixed. In part to


<PAGE>



         compensate for these risks, mortgages will generally offer higher
         yields than comparable bonds. However, when interest rates fall,
         mortgages may not enjoy as large a gain in market value due to
         prepayment risk because additional mortgage prepayments must be
         reinvested at lower interest rates.

Forwards: The first paragraph of the definition is deleted and replaced with the
following:

         --Forward Foreign Currency Contracts: are Derivatives which are used to
         protect against uncertainty in the level of future foreign exchange
         rates. A forward foreign currency contract is an obligation to purchase
         or sell a specific currency at a future date, which may be any fixed
         number of days from the date of the contract agreed upon by the
         parties, at a price set at the time of the contract. Such contracts do
         not eliminate fluctuations caused by changes in the local currency
         prices of the securities, but rather, they establish an exchange rate
         at a future date. Also, although such contracts can minimize the risk
         of loss due to a decline in the value of the hedged currency, at the
         same time they limit any potential gain that might be realized.

         The last sentence of the second paragraph of the definition is hereby
amended to read as follows:

         A portfolio's entry into forward contracts, as well as any use of cross
         or proxy hedging techniques will generally require the portfolio to
         hold liquid securities or cash equal to the portfolio's obligations in
         a segregated account throughout the duration of the contract.

         The fourth paragraph of the definition is hereby deleted and replaced
with the following:

         There is a risk in adopting a transaction hedge or position hedge to
         the extent that the value of a security denominated in foreign currency
         is not exactly matched with a portfolio's obligation under the forward
         contract. On the date of maturity, a portfolio may be exposed to some
         risk of loss from fluctuations in that currency. Although the Adviser
         will attempt to hold such mismatching to a minimum, there can be no
         assurance that the Adviser will be able to do so. For proxy hedges,
         transaction hedges, or a synthetic position, there is an additional
         risk in that those transactions create residual foreign currency
         exposure. When a portfolio enters into a forward contract for purposes
         of creating a position hedge, transaction hedge, cross hedge, or a
         synthetic security, it will generally be required to hold liquid
         securities or cash in a segregated account with a daily value at least
         equal to its obligation under the forward contract.

Mortgage Securities: The second paragraph of the definition is hereby deleted.
The following is hereby inserted after the last paragraph of the definition:

         Possible Risks: Due to the possibility that prepayments on home
         mortgages will alter cash flow on mortgage securities, it is not
         possible to determine in advance the actual final maturity date or
         average life. Like bonds in general, mortgage-backed securities will
         generally decline in price when interest rates rise. Due to prepayment
         risk, rising interest rates also tend to


<PAGE>



         discourage refinancings of home mortgages, with the result that the
         average life of mortgage securities held by a portfolio may be
         lengthened. This extension of average life causes the market price of
         the securities to decrease further than if their average lives were
         fixed. However, when interest rates fall, mortgages may not enjoy as
         large a gain in market value due to prepayment risk because additional
         mortgage prepayments must be reinvested at lower interest rates. Faster
         prepayment will shorten the average life and slower prepayments will
         lengthen it. However, it is possible to determine what the range of
         that movement could be and to calculate the effect that it will have on
         the price of the security. In selecting these securities, the Adviser
         will look for those securities that offer a higher yield to compensate
         for any variation in average maturity.

Swaps: Delete the second sentence of the second paragraph of the definition and
replace it with the following:

         A portfolio's obligations under a swap agreement will be accrued daily
         (offset against any amounts owing to the portfolio) and any accrued but
         unpaid net amounts owed to a swap counterparty will be covered by the
         maintenance of a segregated account consisting of cash or liquid
         securities.

When-Issued Securities: The last sentence of the definition is hereby deleted
and replaced with the following:

         A portfolio will maintain with the custodian a separate account with a
         segregated account consisting of cash or liquid securities in an amount
         at least equal to these commitments.

State and Local Taxes: The second sentence is hereby deleted and replaced with
the following:

         The Fund will provide Pennsylvania taxable values on a per share basis
upon request.

Portfolio Management

The following lists changes in the investment professionals managing certain
portfolios:

         Balanced Portfolio: Thomas L. Bennett, John D. Connolly, Gary G.
         Schlarbaum, Horacio A. Valeiras and Richard B. Worley

         Cash Reserves Portfolio: Abigail Jones Feder and Ellen D. Harvey

         Equity Portfolio: Arden C. Armstrong, John D. Connolly, Timothy G.
         Connors, Nicholas J. Kovich, Robert J. Marcin and Gary G. Schlarbaum

         High Yield Portfolio: Robert E. Angevine, Thomas L. Bennett and Stephen
         F. Esser

         International Equity Portfolio: Hassan Elmasry, Horacio A. Valeiras and
         Dean Williams


<PAGE>



         Multi-Asset-Class Portfolio: Thomas L. Bennett, John D. Connolly, J.
         David Germany, Gary G. Schlarbaum, Horacio A. Valeiras and Richard B.
         Worley

         Mid Cap Value Portfolio: Bradley S. Daniels, Gary D. Haubold, Gary G.
         Schlarbaum, and William B. Gerlach

         Value Portfolio: Richard M. Behler, Robert J. Marcin and A. Morris
         Williams, Jr.

         A description of business experience during the past five years follows
         for those investment professionals listed for the first time:

         Robert E. Angevine, Portfolio Manager, joined Morgan Stanley Asset
         Management in 1988. He assumed responsibility for the High Yield
         Portfolio in 1996.

         Richard M. Behler, Portfolio Manager, joined MAS in 1995. He served as
         a Portfolio Manager from 1992 through 1995 for Moore Capital Management
         and as Senior Vice President for Merrill Lynch Economics from 1987
         through 1992. He assumed responsibility for the Value Portfolio in
         1996.

         Hassan Elmasry, Portfolio Manager, joined MAS in 1995. He served as
         First Vice President & International Equity Portfolio Manager from 1987
         through 1995 for Mitchell Hutchins Asset Management. He assumed
         responsibility for the International Equity Portfolio in 1996.

         Abigail Jones Feder, Portfolio Manager, joined Morgan Stanley in 1985.
         She assumed responsibility for the Cash Reserves Portfolio in 1996.

         William B. Gerlach, Equity Analyst, joined MAS in 1991. He served as an
         applications software programmer for Alphametrics Corporation from 1987
         to 1991. He assumed responsibility for the Mid Cap Value Portfolio in
         1996.

Closed Holidays: The description of weekdays on which the Fund is closed for
business is changed to reflect that the Cash Reserves Portfolio will be open for
business on Martin Luther King Day, Columbus Day, and Veteran's Day.




<PAGE>


Trustees and Officers

David P. Eastburn retired as a Trustee of MAS Funds in February, 1996

Vincent R. McLean, Trustee; Director, Alexander and Alexander Services, Inc.,
Director, Legal and General America, Inc., Director, William Penn Life Insurance
Company of New York; formerly Executive Vice President, Chief Financial Officer,
Director and Member of the Executive Committee of Sperry Corporation (now part
of Unisys Corporation).




               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.




<PAGE>

                                    MAS Funds

             Supplement dated August 28, 1996 to the Small Cap Value
                        Prospectus dated January 30, 1996

This supplement to the Small Cap Value Prospectus dated January 30, 1996,
supersedes and replaces any existing supplements to the prospectus. This
supplement provides new and additional information beyond that contained in the
Prospectus and should be read in conjunction with the Prospectus. Unless
otherwise indicated in this supplement, defined terms have the same meaning as
in the Prospectus.

RISK FACTORS

o        The portfolio may invest in certain instruments such as Forwards,
         certain types of Futures & Options, certain types of Mortgage
         Securities and When-Issued Securities which require the portfolio to
         segregate some or all of its cash or liquid securities to cover its
         obligations pursuant to such instruments. As asset segregation reaches
         certain levels, the portfolio may lose flexibility in managing its
         investments properly, responding to shareholder redemption requests, or
         meeting other obligations and may be forced to sell other securities
         that it wanted to retain or to realize unintended gains or losses.

Investment Limitations

(g)      The portfolio may pledge, mortgage or hypothecate assets in an amount
         up to 50% of its total assets, provided that the portfolio may also
         segregate assets without limit in order to comply with the requirements
         of Section 18(f) of the Investment Company Act of 1940, as amended, and
         applicable interpretations thereof published from time to time by the
         Securities and Exchange Commission and its staff.

Prospectus Glossary

Investments

The definitions of Forwards, Swaps, and When-Issued Securities are hereby
revised as follows:

Forwards: The first paragraph of the definition is deleted and replaced with the
following:

         --Forward Foreign Currency Contracts: are Derivatives which are used to
         protect against uncertainty in the level of future foreign exchange
         rates. A forward foreign currency contract is an obligation to purchase
         or sell a specific currency at a future date, which may be any fixed
         number of days from the date of the contract agreed upon by the
         parties, at a price set at the time of the contract. Such contracts do
         not eliminate fluctuations caused by changes in the local currency
         prices of the securities, but rather, they establish an exchange rate
         at a future


<PAGE>



         date. Also, although such contracts can minimize the risk of loss due
         to a decline in the value of the hedged currency, at the same time they
         limit any potential gain that might be realized.

         The last sentence of the second paragraph of the definition is hereby
amended to read as follows:

         The portfolio's entry into forward contracts, as well as any use of
         cross or proxy hedging techniques will generally require the portfolio
         to hold liquid securities or cash equal to the portfolio's obligations
         in a segregated account throughout the duration of the contract.

         The fourth paragraph of the definition is hereby deleted and replaced
with the following:

         There is a risk in adopting a transaction hedge or position hedge to
         the extent that the value of a security denominated in foreign currency
         is not exactly matched with the portfolio's obligation under the
         forward contract. On the date of maturity, the portfolio may be exposed
         to some risk of loss from fluctuations in that currency. Although the
         Adviser will attempt to hold such mismatching to a minimum, there can
         be no assurance that the Adviser will be able to do so. For proxy
         hedges, transaction hedges, or a synthetic position, there is an
         additional risk in that those transactions create residual foreign
         currency exposure. When the portfolio enters into a forward contract
         for purposes of creating a position hedge, transaction hedge, cross
         hedge, or a synthetic security, it will generally be required to hold
         liquid securities or cash in a segregated account with a daily value at
         least equal to its obligation under the forward contract.

Swaps: Delete the second sentence of the second paragraph of the definition and
replace it with the following:

         The portfolio's obligations under a swap agreement will be accrued
         daily (offset against any amounts owing to the portfolio) and any
         accrued but unpaid net amounts owed to a swap counterparty will be
         covered by the maintenance of a segregated account consisting of cash
         or liquid securities.

When-Issued Securities: The last sentence of the definition is hereby deleted
and replaced with the following:

         The portfolio will maintain with the custodian a separate account with
         a segregated account consisting of cash or liquid securities in an
         amount at least equal to these commitments.

State and Local Taxes: The second sentence is hereby deleted and replaced with
the following:

         The Fund will provide Pennsylvania taxable values on a per share basis
upon request.

Portfolio Management


<PAGE>


The list of investment professionals managing the Small Cap Value Portfolio is
changed to read as follows:

         Bradley S. Daniels, Gary D. Haubold, Gary G. Schlarbaum, and William B.
Gerlach

         A description of business experience during the past five years follows
for those investment professionals listed for the first time:

         William B. Gerlach, Equity Analyst, joined MAS in 1991. He served as an
         applications software programmer for Alphametrics Corporation from 1987
         to 1991. He assumed responsibility for the Small Cap Value Portfolio in
         1996.

Trustees and Officers

David P. Eastburn retired as a Trustee of MAS Funds in February, 1996

Vincent R. McLean, elected Trustee of MAS Funds in February, 1996; Retired;
Director, Alexander and Alexander Services, Inc., Director, Legal and General
America, Inc., Director, William Penn Life Insurance Company of New York;
formerly Executive Vice President, Chief Financial Officer, Director and Member
of the Executive Committee of Sperry Corporation (now part of Unisys
Corporation).




               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.




<PAGE>

                                    MAS Funds

      Supplement dated August 28, 1996 to the Advisory Foreign Fixed Income
             and Advisory Mortgage Prospectus dated January 30, 1996

This supplement to the Advisory Foreign Fixed Income and Advisory Mortgage
Prospectus dated January 30, 1996, supersedes and replaces any existing
supplements to the prospectus. This supplement provides new and additional
information beyond that contained in the Prospectus and should be read in
conjunction with the Prospectus. Unless otherwise indicated in this supplement,
defined terms have the same meaning as in the Prospectus.

RISK FACTORS

o        Each portfolio may invest in certain instruments such as Forwards,
         certain types of Futures & Options, certain types of Mortgage
         Securities and When-Issued Securities which require the portfolio to
         segregate some or all of its cash or liquid securities to cover its
         obligations pursuant to such instruments. As asset segregation reaches
         certain levels, a portfolio may lose flexibility in managing its
         investments properly, responding to shareholder redemption requests, or
         meeting other obligations and may be forced to sell other securities
         that it wanted to retain or to realize unintended gains or losses.

Investment Limitations

(g)      Each portfolio may pledge, mortgage or hypothecate assets in an amount
         up to 50% of its total assets, provided that each portfolio may also
         segregate assets without limit in order to comply with the requirements
         of Section 18(f) of the Investment Company Act of 1940, as amended, and
         applicable interpretations thereof published from time to time by the
         Securities and Exchange Commission and its staff.

Prospectus Glossary

Investments

The definitions of CMOs, Forwards, Mortgage Securities, Swaps, and When-Issued
Securities are hereby revised as follows:

CMOs: The third paragraph of the definition is deleted and the following is
inserted in its place:

         Like bonds in general, mortgage-backed securities will generally
         decline in price when interests rates rise. Due to prepayment risk,
         rising interest rates also tend to discourage refinancings of home
         mortgages with the result that the average life of mortgage securities
         held by a portfolio may be lengthened. This extension of average life
         causes the market price of the securities to decrease further than if
         their average lives were fixed. In part to compensate for these risks,
         mortgages will generally offer higher yields than comparable


<PAGE>



         bonds. However, when interest rates fall, mortgages may not enjoy as
         large a gain in market value due to prepayment risk because additional
         mortgage prepayments must be reinvested at lower interest rates.

Forwards: The first paragraph of the definition is deleted and replaced with the
following:

         --Forward Foreign Currency Contracts: are Derivatives which are used to
         protect against uncertainty in the level of future foreign exchange
         rates. A forward foreign currency contract is an obligation to purchase
         or sell a specific currency at a future date, which may be any fixed
         number of days from the date of the contract agreed upon by the
         parties, at a price set at the time of the contract. Such contracts do
         not eliminate fluctuations caused by changes in the local currency
         prices of the securities, but rather, they establish an exchange rate
         at a future date. Also, although such contracts can minimize the risk
         of loss due to a decline in the value of the hedged currency, at the
         same time they limit any potential gain that might be realized.

         The last sentence of the second paragraph of the definition is hereby
amended to read as follows:

         A portfolio's entry into forward contracts, as well as any use of cross
         or proxy hedging techniques will generally require the portfolio to
         hold liquid securities or cash equal to the portfolio's obligations in
         a segregated account throughout the duration of the contract.

         The fourth paragraph of the definition is hereby deleted and replaced
with the following:

         There is a risk in adopting a transaction hedge or position hedge to
         the extent that the value of a security denominated in foreign currency
         is not exactly matched with a portfolio's obligation under the forward
         contract. On the date of maturity, a portfolio may be exposed to some
         risk of loss from fluctuations in that currency. Although the Adviser
         will attempt to hold such mismatching to a minimum, there can be no
         assurance that the Adviser will be able to do so. For proxy hedges,
         transaction hedges, or a synthetic position, there is an additional
         risk in that those transactions create residual foreign currency
         exposure. When a portfolio enters into a forward contract for purposes
         of creating a position hedge, transaction hedge, cross hedge, or a
         synthetic security, it will generally be required to hold liquid
         securities or cash in a segregated account with a daily value at least
         equal to its obligation under the forward contract.

Mortgage Securities: The second paragraph of the definition is hereby deleted.
The following is hereby inserted after the last paragraph of the definition:

         Possible Risks: Due to the possibility that prepayments on home
         mortgages will alter cash flow on mortgage securities, it is not
         possible to determine in advance the actual final maturity date or
         average life. Like bonds in general, mortgage-backed securities will
         generally decline in price when interest rates rise. Due to prepayment
         risk, rising interest rates also tend to discourage refinancings of
         home mortgages, with the result that the average life of mortgage


<PAGE>


         securities held by a portfolio may be lengthened. This extension of
         average life causes the market price of the securities to decrease
         further than if their average lives were fixed. However, when interest
         rates fall, mortgages may not enjoy as large a gain in market value due
         to prepayment risk because additional mortgage prepayments must be
         reinvested at lower interest rates. Faster prepayment will shorten the
         average life and slower prepayments will lengthen it. However, it is
         possible to determine what the range of that movement could be and to
         calculate the effect that it will have on the price of the security. In
         selecting these securities, the Adviser will look for those securities
         that offer a higher yield to compensate for any variation in average
         maturity.

Swaps: Delete the second sentence of the second paragraph of the definition and
replace it with the following:

         A portfolio's obligations under a swap agreement will be accrued daily
         (offset against any amounts owing to the portfolio) and any accrued but
         unpaid net amounts owed to a swap counterparty will be covered by the
         maintenance of a segregated account consisting of cash or liquid
         securities.

When-Issued Securities: The last sentence of the definition is hereby deleted
and replaced with the following:

         A portfolio will maintain with the custodian a separate account with a
         segregated account consisting of cash or liquid securities in an amount
         at least equal to these commitments.

State and Local Taxes: The second sentence is hereby deleted and replaced with
the following:

         The Fund will provide Pennsylvania taxable values on a per share basis
upon request.

Trustees and Officers

David P. Eastburn retired as a Trustee of MAS Funds in February, 1996

Vincent R. McLean, Trustee; Director, Alexander and Alexander Services, Inc.,
Director, Legal and General America, Inc., Director, William Penn Life Insurance
Company of New York; formerly Executive Vice President, Chief Financial Officer,
Director and Member of the Executive Committee of Sperry Corporation (now part
of Unisys Corporation).



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