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MAS FUNDS
Supplement dated February 26, 1999 to the MAS Funds Institutional Class
Prospectus dated January 31, 1999
This supplement provides new and additional information beyond that contained
in the Institutional Class Prospectus and should be read in conjunction
with the Institutional Class Prospectus.
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On February 25, 1999, the Trustees of MAS Funds (the "Fund") approved a proposal
by the Fund's management to liquidate the Mortgage-Backed Securities Portfolio.
The decision to liquidate the Portfolio was made primarily due to the
operational inefficiencies resulting from the Portfolio's relatively small asset
base, coupled with the limited growth opportunities for a stand-alone mortgage
fund product within the framework of the Fund's institutional shareholder base.
Shareholders may redeem at any time. On April 29, 1999, all shares of the
Portfolio still outstanding will be redeemed by the Fund, and the remaining
shareholders will receive a distribution in liquidation of their shares of the
Portfolio. In the process of liquidation, the Fund retains the right to impose a
liquidation "reserve" should this prove necessary to ensure that the Portfolio
will have sufficient cash to handle all redemption requests in an orderly
fashion, and to pay for transaction costs and other expenses associated with the
liquidation. The imposition of a liquidation reserve will effectively reduce the
net asset value per share for redeeming shareholders. Any amount of the
liquidation reserve pool remaining after all shareholders have redeemed will be
redistributed to those shareholders whose redemptions were subject to the
liquidation reserve.
PLEASE RETAIN FOR FUTURE REFERENCE
