<PAGE>
MAS Funds
Supplement dated September 30, 1999 to the MAS Funds'
Statement of Additional Information
dated January 31, 1999
This supplement supersedes and replaces any existing supplements to the
Statement of Additional Information. This supplement provides new and additional
information and should be retained and read in conjunction with the Statement of
Additional Information. Unless otherwise indicated, defined terms have the same
meaning as in the Statement of Additional Information.
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At a Special Shareholders Meeting held on September 16, 1999, shareholders
of the High Yield Portfolio approved an increase to the High Yield Portfolio's
management fee. The following represents the contractual fee the High Yield
Portfolio will incur after the new fee is implemented on October 1, 1999. This
information replaces the information regarding the High Yield Portfolio on page
45 of the Statement of Additional Information.
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Portfolio Rate (%)
--------- --------
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High Yield Portfolio .450%
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__________________
The following language supplements the information located in the "Investment
Adviser" section on pages 44-47 of the Statement of Additional Information.
Effective May 3, 1999, Morgan Stanley Dean Witter Advisors Inc. ("MSDW
Advisors") will serve as Sub-Adviser to the Cash Reserves Portfolio. MSDW
Advisors, located at Two World Trade Center, New York, New York 10048, is a
wholly-owned subsidiary of MSDW. Under an Investment Sub-Advisory Agreement
with the Adviser, MSDW Advisors, subject to the control and supervision of the
Fund, its officers and Trustees and the Adviser, and in accordance with the
investment objectives, policies and restrictions of the Cash Reserves Portfolio,
will make day-to-day investment decisions for the Cash Reserves Portfolio and
place the Portfolio's purchase and sales orders. The Adviser will pay MSDW
Advisors 40% of the fee the Adviser receives from the Cash Reserves Portfolio as
compensation for sub-advisory services. The Investment Sub-Advisory Agreement
will continue in effect for an initial term of two years, and thereafter for
successive annual periods as long as such continuance is approved in accordance
with the 1940 Act.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
MAS Funds
Supplement dated September 30, 1999 to the MAS Funds' Adviser Class Prospectus
dated January 31, 1999, as revised March 24, 1999.
This supplement supersedes and replaces any existing supplements to the Adviser
Class Prospectus. This supplement provides new and additional information beyond
that contained in the Prospectus and should be read in conjunction with the
Prospectus.
________________________________________________________________________________
At a Special Shareholders Meeting held on September 16, 1999, shareholders
of the High Yield Portfolio (the "Portfolio") approved an increase to the
Portfolio's management fee. The following represents the various annual fees and
expenses the Portfolio will incur after the new fee is implemented on October 1,
1999. This information replaces the information regarding the Portfolio on pages
22 and 23 of the Prospectus.
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TOTAL
ANNUAL
FUND
MANAGEMENT DISTRIBUTION OTHER OPERATING
FEES (12B-1) FEES EXPENSES EXPENSES
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High Yield .450% 0.25% .121% .821%
Portfolio
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1 YEAR 3 YEARS 5 YEARS 10 YEARS
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High Yield Portfolio $84 $262 $456 $1,015
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_______________________________
PORTFOLIO MANAGEMENT TEAM CHANGES
Page 11 of the Prospectus is hereby amended to include Gordon W. Loery as a
member of the portfolio management team of the High Yield Portfolio.
Page 15 of the Prospectus is hereby amended to include the following
description of Gordon W. Loery's business experience during the last five years:
Gordon W. Loery, Principal, MSDW, joined MAS in 1996. He served as a Fixed
Income Analyst at Morgan Stanley Asset Management Inc. from 1990 to 1996. He
joined the management team for the High Yield Portfolio in 1999.
_______________________________
<PAGE>
Page 3 of the Prospectus is hereby amended to include Steven B. Chulik as a
member of the portfolio management team for the Mid Cap Growth Portfolio.
Page 29 of the Prospectus is hereby amended to include Steven B. Chulik's
business experience during the last five years:
Steven B. Chulik joined MAS in 1997. He served as a Quantitative Hedge Fund
Analyst at IBJ Schroder Bank and Trust from 1994 to 1995. He attended the
Wharton School of the University of Pennsylvania from 1995 to 1997 and received
his MBA in 1997. He served as an Equity Analyst at MAS from 1997 to 1999. He
joined the management team for the Mid Cap Growth and Small Cap Growth
Portfolios in 1999.
_______________________________
Due to other responsibilities within the firm, Ann D. Thivierge has
resigned from her position as a member of the portfolio management team of the
Multi-Asset-Class Portfolio. Therefore, pages 15 and 30 of the Prospectus are
hereby amended to reflect this change.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
MAS Funds
Supplement dated September 30, 1999 to the MAS Funds' Investment
Class Prospectus
dated January 31, 1999, as revised April 30, 1999.
This supplement supersedes and replaces any existing supplements to the
Investment Class Prospectus. This supplement provides new and additional
information beyond that contained in the Prospectus and should be read in
conjunction with the Prospectus.
________________________________________________________________________________
At a Special Shareholders Meeting held on September 16, 1999, shareholders
of the High Yield Portfolio (the "Portfolio") approved an increase to the
Portfolio's management fee. The following represents the various annual fees
and expenses the Portfolio will incur after the new fee is implemented on
October 1, 1999. This information replaces the information regarding the
Portfolio on page 16 of the Prospectus.
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OTHER
EXPENSES TOTAL
(EX ANNUAL
SHAREHOLDER SHAREHOLDER FUND
MANAGEMENT DISTRIBUTION SERVICING SERVICING OPERATING
FEES (12B-1) FEES FEES) FEES EXPENSES
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High Yield .450% None .125% 0.15% .725%
Portfolio
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1 YEAR 3 YEARS 5 YEARS 10 YEARS
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High Yield Portfolio $74 $232 $403 $900
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PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
MAS Funds
Supplement dated September 30, 1999 to the MAS Funds' Institutional Class
Prospectus dated January 31, 1999, as revised August 18, 1999
This supplement supersedes and replaces any existing supplements to the
Institutional Class Prospectus. This supplement provides new and additional
information beyond that contained in the Prospectus and should be read in
conjunction with the Prospectus.
_______________________________
At a Special Shareholders Meeting held on September 16, 1999, shareholders
of the High Yield Portfolio (the "Portfolio") approved an increase to the
Portfolio's management fee. The following represents the various annual fees
and expenses the Portfolio will incur after the new fee is implemented on
October 1, 1999. This information replaces the information regarding the
Portfolio on pages 30 and 31 of the Prospectus.
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TOTAL
ANNUAL
FUND
MANAGEMENT DISTRIBUTION OTHER OPERATING
FEES (12B-1) FEES EXPENSES EXPENSES
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High Yield .450% None .123% .573%
Portfolio
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1 YEAR 3 YEARS 5 YEARS 10 YEARS
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High Yield Portfolio $59 $184 $320 $717
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PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
