<PAGE>
As Filed With the Securities and Exchange Commission on February 9, 1998
File No. 002-89729
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. 1 /X/
POST-EFFECTIVE AMENDMENT NO. ___ / /
MAS FUNDS
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(Exact Name of Registrant as Specified in Charter)
One Tower Bridge
West Conshohocken, PA 19428
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(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, including Area Code: (800) 354-8185
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(Name and Address of Agent for Service)
Copies to:
John H. Grady, Esq.
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
and
Richard J. Shoch, Esq.
Miller Anderson & Sherrerd, LLP
One Tower Bridge
West Conshohocken, PA 19428
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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.
<PAGE>
The Registrant's Registration Statement on Form N-14 (File No. 002-89729)
(Accession # 0001047469-98-000649) as filed with the Securities and
Exchange Commission on January 9, 1998, is hereby incorporated by reference
as if set forth in full herein.
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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 the District of Columbia on the 9th
day of February, 1998.
MAS FUNDS
Registrant
By: *
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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 February 9, 1998
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Thomas L. Bennett
* Trustee February 9, 1998
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Thomas P. Gerrity
* Trustee February 9, 1998
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Joseph P. Healey
* Trustee February 9, 1998
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Joseph J. Kearns
* Trustee February 9, 1998
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Vincent R. McLean
* Trustee February 9, 1998
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C. Oscar Morong, Jr.
* President February 9, 1998
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James D. Schmid
/s/ Michael Leary Principal Financial February 9, 1998
- - ------------------------- Officer
Michael Leary
*By: /s/ John H. Grady, Jr.
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John H. Grady, Jr.
Attorney-in-Fact
