<PAGE>
ADVISER CLASS PROSPECTUS
[LOGO OF MAS FUNDS]
NOVEMBER 17, 2000
Client Services: 1-800-354-8185 Prices and Investment Results: 1-800-522-1525
MAS Funds (the "Fund") is a no-load mutual fund consisting of 29 different
investment portfolios, 1 of which is described in this prospectus. Miller
Anderson & Sherrerd, LLP (the "Adviser"), a division of Morgan Stanley Dean
Witter Investment Management, is the Fund's investment adviser. This prospectus
offers Adviser Class Shares of the following portfolio (the "Portfolio"):
SMALL CAP GROWTH
INVESTMENT ADVISER
MILLER ANDERSON & SHERRERD, LLP
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
MORGAN STANLEY DEAN WITTER
--------------------------
--- INVESTMENT MANAGEMENT -------------- ONE TOWER BRIDGE
. WEST CONSHOHOCKEN, PA 19428 ---
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
INVESTMENT SUMMARY.......................................................... 1
SMALL CAP GROWTH........................................................... 2
FEES AND EXPENSES OF THE PORTFOLIO.......................................... 3
INVESTMENT STRATEGIES AND RELATED RISKS..................................... 4
PURCHASING SHARES........................................................... 5
REDEEMING SHARES............................................................ 6
VALUATION OF SHARES......................................................... 7
GENERAL SHAREHOLDER INFORMATION............................................. 7
FUND MANAGEMENT............................................................. 8
DISTRIBUTION PLAN........................................................... 9
FINANCIAL HIGHLIGHTS........................................................ 10
</TABLE>
<PAGE>
INVESTOR SUITABILITY
INVESTMENT SUMMARY
This section explains the Portfolio's:
[_]Investment Objective
[_]Principal Investment Strategy
[_]Principal Risks
[_] The Portfolio may be suitable for long-term investors who can accept the
risks of investing in the stock market.
[_] The Portfolio is designed principally for investment by fiduciary investors
who are entrusted with the responsibility of investing assets held for the
benefit of others.
[_] While the Portfolio considers whether its securities transactions will
generate distributions taxable at capital gain or ordinary income rates,
minimizing such taxes is not a principal investment strategy.
1
<PAGE>
SMALL CAP GROWTH PORTFOLIO
Objective
The Small Cap Growth Portfolio seeks long-term capital growth.
GENERALLY AT LEAST 65% OF TOTAL PORTFOLIO ASSETS INVESTED IN COMMON STOCKS OF
SMALL CAP COMPANIES
--------------------------------------------------------------------------------
EQUITY CAPITALIZATION RANGE: $250 MILLION TO $2.5 BILLION
--------------------------------------------------------------------------------
FOCUS ON GROWTH SECURITIES
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
BENCHMARK: RUSSELL 2000 INDEX
----------------------------------
TICKER SYMBOL: MCPAX
----------------------------------
CUSIP NO.: 552-913-188
</TABLE>
PORTFOLIO MANAGERS
ARDEN C. ARMSTRONG, DAVID P. CHU AND STEVEN B. CHULIK
Approach
The Portfolio invests primarily in common stocks of companies with
capitalizations in the range of companies included in the Russell 2000 Index.
The Adviser focuses on companies that demonstrate one or more of the following
characteristics: high earnings growth rates, growth stability, rising
profitability and the ability to produce earnings that consistently beat market
expectations. The Portfolio may purchase shares issued as part of, or a short
period after, companies' initial public offerings ("IPOs"), and may at times
dispose of those shares shortly after their acquisition. The Portfolio may
invest, to a limited extent, in foreign equity securities.
Process
The Adviser uses a quantitative screen to sort stocks based on proprietary
revisions to analysts' earnings predictions. The Adviser then researches those
companies with the most attractive earnings revisions, and evaluates their
market valuations to eliminate the most overvalued stocks. The Portfolio's
overall sector allocation is driven by bottom-up stock selection. The Adviser
follows a strict sell discipline, selling stocks when their earnings revision
scores fall to unacceptable levels, when research reveals unfavorable trends or
when their market valuations exceed levels that are reasonable in relation to
their growth prospects.
Principal Risks
The Portfolio is subject to various risks that could adversely affect its net
asset value, yield and total return. It is possible for an investor to lose
money by investing in the Portfolio.
The prices of equity securities rise and fall in response to events that affect
entire financial markets or industries, and to events that affect a particular
issuer. Investments in small companies
may involve greater risk than investments in larger, more established
companies, and smaller companies' securities may be subject to more abrupt or
erratic price movements. Some market conditions may favor growth stocks or
stocks of small companies, while other conditions may favor value stocks or
stocks of larger companies.
The Portfolio's purchase of shares issued in IPOs exposes it to the risks
associated with companies that have little operating history as public
companies, as well as to the risks inherent in those sectors of the market
where these new issuers operate. The market for IPO issuers has been volatile,
and share prices of newly-public companies in the technology sector have
fluctuated in significant amounts over short periods of time. Recent market
conditions have allowed the Portfolio to profit from the purchase and sale of
shares issued as part of, or a short period after, companies' IPOs. A
significant portion of the Portfolio's performance to date is related to its
investment in IPOs. However, the Adviser cannot guarantee continued access to
IPOs, or the Portfolio's ability to profit from them.
Foreign securities may involve greater risks than those issued by U.S.
companies or the U.S. government. Economic, political and other events unique
to a country or region will affect those markets and their issuers, but may not
affect the U.S. market or similar U.S. issuers. Some of the Portfolio's
investments may be denominated in a foreign currency. Changes in the values of
those currencies compared to the U.S. dollar may affect the value of the
Portfolio's investments.
Please see "Investment Strategies and Related Risks" for further information
about these and other risks of investing in the Portfolio.
[GRAPH]
SMALL CAP GROWTH PORTFOLIO
Commenced operations on June 30, 1998
1999 313.91%
HIGH (QUARTER) LOW (QUARTER)
----------------------------------
Quarter Ended 12/31/99 Quarter Ended 09/30/98*
69.51% -14.30%
AVERAGE ANNUAL TOTAL RETURN (as of 12/31/99)
<TABLE>
<CAPTION>
SMALL CAP RUSSELL 2000
GROWTH PORTFOLIO INDEX
----------------------------------------------------------------------------------------------
<S> <C> <C>
ONE YEAR 313.91 21.26
----------------------------------------------------------------------------------------------
SINCE INCEPTION
6/30/98 209.56 8.22
</TABLE>
The bar chart and table above show the Portfolio's Institutional Class Shares
performance year-by-year, best and worst performance for a quarter, and average
annual total return for the past 1 year period and since inception. The table
also shows the corresponding returns of the Portfolio's benchmark index. The
Adviser Class Shares would have had similar annual returns, but returns would
have generally been lower as expenses of this class are higher. The variability
of performance over time provides an indication of the risks of investing in
the Portfolio. How the Portfolio has performed in the past does not necessarily
indicate how the Portfolio will perform in the future.
* In light of the relatively short life of the Portfolio and its performance
during the last calendar year, the low quarter disclosed is from a prior
period.
2
<PAGE>
The Securities and Exchange Commission (the "Commission") requires all funds to
disclose in the table to the right the fees and expenses that you may pay if
you buy and hold shares of the Portfolio. The Portfolio does not charge any
sales loads or other fees when you purchase or redeem shares.
EXAMPLE
The example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example assumes that your investment has a 5% return each year and
that the Portfolio's operating expenses remain the same. Because the Portfolio
has been in operation for 6 months or less, the example is limited to 3 years.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be equal to the amounts reflected in the table to the right.
FEES AND EXPENSES OF THE PORTFOLIO
ANNUAL
PORTFOLIO
OPERATING
EXPENSES
(expenses that
are
deducted from Portfolio
assets)
<TABLE>
<CAPTION>
TOTAL
ANNUAL FUND
MANAGEMENT DISTRIBUTION OTHER OPERATING
FEES (12B-1) FEES EXPENSES EXPENSES
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SMALL CAP GROWTH PORTFOLIO 1.000% 0.25% 0.130%* 1.380%**
--------------------------------------------------------------------------
</TABLE>
Total Annual Fund Operating Expenses reflected in the table above may be
higher than the expenses actually deducted from portfolio assets because of
the effect of expense offset arrangements and/or voluntary waivers.
* Other Expenses are based on estimated amounts for the current year.
** The Adviser has voluntarily agreed to reduce its advisory fee and/or
reimburse the Portfolio so that total expenses will not exceed 1.40%. Fee
waivers and/or expense reimbursements are voluntary and the Adviser reserves
the right to terminate any waiver and/or reimbursement at any time and
without notice.
This example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.
<TABLE>
<CAPTION>
EXAMPLE
1 YEAR 3 YEARS
<S> <C> <C> <C>
SMALL CAP GROWTH PORTFOLIO $140 $437
----------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
3
<PAGE>
INVESTMENT STRATEGIES AND RELATED RISKS
In addition to the principal investment strategies previously described, the
Portfolio also may invest in the following as non-principal investment
strategies.
EQUITY SECURITIES
Equity securities include preferred stock, convertible securities, ADRs,
rights, warrants and shares of investment companies. The Portfolio may invest
in equity securities that are publicly traded on securities exchanges or over-
the-counter or in equity securities that are not publicly traded. Securities
that are not publicly traded may be more difficult to sell and their value may
fluctuate more dramatically than other securities. The Portfolio may purchase
shares of other investment companies subject to limits imposed by the
Investment Company Act of 1940 ("1940 Act") and any other applicable law.
ADRs are U.S.-dollar denominated securities that represent claims to shares of
foreign stocks. The Portfolio treats ADRs as U.S. securities for purposes of
foreign investment limitations.
IPOS
The Portfolio may purchase shares issued as part of, or a short period after,
companies' initial public offerings ("IPOs"), and may at times dispose of those
shares shortly after their acquisition. The Portfolio's purchase of shares
issued in IPOs exposes it to the risks associated with companies that have
little operating history as public companies, as well as to the risks inherent
in those sectors of the market where these new issuers operate. The market for
IPO issuers has been volatile, and share prices of newly-public companies have
fluctuated in significant amounts over short periods of time.
DERIVATIVES AND OTHER INVESTMENTS
Derivatives are financial instruments whose value and performance are based on
the value and performance of another security or financial instrument.
Derivatives sometimes offer the most economical way of pursuing an investment
strategy, limiting risks or enhancing returns, although there is no guarantee
of success. Hedging strategies or instruments may not be available or practical
in all circumstances. Derivative instruments may be publicly traded or
privately negotiated. Derivatives used by the Adviser for the Portfolio include
futures contracts, options contracts and swaps.
A futures contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified
future time and at a specified price. The Portfolio may use futures contracts
to gain exposure to an entire market (e.g., stock index futures).
If the Portfolio buys an option, it buys a legal contract giving it the right
to buy or sell a specific amount of a security or futures contract at an
agreed-upon price. If the Portfolio "writes" an option, it sells to another
person the right to buy from or sell to the Portfolio a specific amount of a
security or futures contract at an agreed-upon price. The Portfolio may enter
into swap transactions which are contracts in which the Portfolio agrees to
exchange the return or interest rate on one instrument for the return or
interest rate on another instrument.
Payments may be based on currencies, interest rates, securities indices or
commodity indices. Swaps may be used to gain exposure to a market without
directly investing in securities traded in that market. Structured investments
are units representing an interest in assets held in a trust that is not an
investment company as defined in the 1940 Act. The trust may pay a return based
on the income it receives from those assets, or it may pay a return based on a
specified index.
The Portfolio may enter into public or private over-the-counter derivatives
transactions with counterparties that meet the Fund's requirements for credit
quality and collateral. The Portfolio will not use derivatives to increase its
level of risk above the level that could be achieved using only traditional
investment securities. The Portfolio will not use derivatives as an indirect
way of investing in assets that it cannot, as a matter of policy, invest in
directly.
4
<PAGE>
INVESTMENT STRATEGIES AND RELATED RISKS (Continued)
The Portfolio may enter into futures contracts subject to the limitation that
it cannot incur obligations to purchase securities under futures and options
contracts in excess of 50% of the Portfolio's total assets. It also is subject
to the limit that no more than 5% of the Portfolio's total assets at the time
of the transaction may be required as margin and option premiums to secure the
Portfolio's obligations under future contracts and options thereon entered into
for purposes other than bona fide hedging.
The Portfolio may invest in certain derivatives, such as forwards, futures,
options and when-issued securities that require the Portfolio to segregate some
or all of its cash or liquid securities to cover its obligations under those
instruments. This can cause the Portfolio to lose flexibility in managing its
investments properly, responding to shareholder redemption requests, or meeting
other obligations. If the Portfolio is in that position, it could be forced to
sell other securities that it wanted to retain or to realize unintended gains
or losses.
RISKS OF DERIVATIVES
The primary risks of derivatives are: (i) changes in the market value of
securities held or to be acquired by the Portfolio, and of derivatives relating
to those securities, may not be proportionate, (ii) there may not be a liquid
market for the Portfolio to sell a derivative, which could result in difficulty
closing a position, and (iii) magnification of losses incurred due to changes
in the market value of the securities to which they relate.
TEMPORARY DEFENSIVE INVESTMENTS
When the Adviser believes that changes in economic, financial or political
conditions warrant, the Portfolio may invest without limit in fixed income
securities for temporary defensive purposes, as described in the Statement of
Additional Information. If the Adviser incorrectly predicts the effects of
these changes, the defensive investments may adversely affect the Portfolio's
performance.
PORTFOLIO TURNOVER
Consistent with its investment policies, the Portfolio will purchase and sell
securities without regard to the effect on portfolio turnover. Higher portfolio
turnover (e.g., over 100% per year) will cause the Portfolio to incur
additional transaction costs and may result in taxable gains being passed
through to shareholders. Nonetheless, short-term trading activities that result
in high turnover rates are not incompatible with a stated objective of long-
term capital growth or other long-term goals, and can lead to gains that may
increase share value.
PURCHASING SHARES
Adviser Class Shares of the Portfolio are available to clients of the Adviser
with combined investments of $500,000 and corporations or other institutions
such as trusts, foundations or broker-dealers, who have a contractual
arrangement with the Fund or its Distributor and who purchase shares for the
accounts of others (Shareholder Organizations).
Adviser Class Shares of the Portfolio may be purchased at the net asset value
per share (NAV) next determined after we receive your purchase order.
INITIAL PURCHASE BY MAIL
You may open an account, subject to acceptance by MAS Funds, by completing and
signing an Account Registration Form provided by MAS Funds' Client Services
Group ("Client Services") and mailing it to MAS Funds c/o Miller Anderson &
Sherrerd, LLP, One Tower Bridge, West Conshohocken, PA 19428-0868 together with
a check payable to MAS Funds.
Please note that payments to investors who redeem shares purchased by check
will not be made until payment of the purchase has been collected, which may
take up to eight business days after purchase. You can avoid this delay by
purchasing shares by wire.
5
<PAGE>
PURCHASING SHARES (Continued)
INITIAL PURCHASE BY WIRE
You may purchase Adviser Class Shares of the Portfolio by wiring Federal Funds
to the Fund's Custodian Bank, The Chase Manhattan Bank (Chase). You should
forward a completed Account Registration Form to Client Services in advance of
the wire. Notification must be given to Client Services at 1-800-354-8185 prior
to the determination of NAV. See the section below entitled "Valuation of
Shares." (Prior notification must also be received from investors with existing
accounts.) Instruct your bank to send a Federal Funds wire in a specified
amount to Chase using the following wire instructions:
The Chase Manhattan Bank
1 Chase Manhattan Plaza
New York, NY 10081
ABA #021000021
DDA #910-2-734143
Attn: MAS Funds Subscription Account
Ref: (Portfolio Name, Account Number, Account Name)
ADDITIONAL INVESTMENTS
You may make additional investments of Adviser Class Shares (minimum additional
investment $1,000) at the NAV next determined after the request is received in
good order, by mailing a check (payable to MAS Funds) to Client Services at the
address noted under Initial Purchase by Mail or by wiring Federal Funds to
Chase as outlined above. Notification must be given to Client Services at
1-800-354-8185 prior to the determination of NAV.
OTHER PURCHASE INFORMATION
We may suspend the offering of shares, or any class of shares, of the Portfolio
or reject any purchase orders when we think it is in the best interest of the
Fund. We may waive the minimum initial and additional investment amounts in
certain cases.
Purchases of the Portfolio's shares will be made in full and fractional shares
of the Portfolio calculated to three decimal places. Certificates for shares
will not be issued unless you request them in writing. Certificates for
fractional shares, however, will not be issued.
REDEEMING SHARES
You may redeem shares of the Portfolio by mail, or, if authorized, by telephone
at no charge. The value of shares redeemed may be more or less than the
purchase price, depending on the NAV at the time of redemption. The Portfolio
will redeem shares at no charge at the NAV next determined after the request is
received in good order. If you redeem shares of the Portfolio through a
financial intermediary, you may be charged a transaction-based or other fee by
the financial intermediary for its services.
BY MAIL
Requests should be addressed to MAS Funds, c/o Miller Anderson & Sherrerd, LLP,
One Tower Bridge, West Conshohocken, PA 19428-0868.
To be in good order, redemption requests must include the following
documentation:
(a) The share certificates, if issued;
(b) A letter of instruction, if required, or a stock assignment specifying the
number of shares or dollar amount to be redeemed, signed by all registered
owners of the shares in the exact names in which the shares are registered;
(c) Any required signature guarantees. Signature guarantees are required for
(1) redemptions where the proceeds are to be sent to someone other than the
registered shareholder(s) and the registered address, and (2) share transfer
requests. Please contact Client Services for further details; and
(d) Other supporting legal documents, if required, in the case of estates,
trusts, guardianships, custodianship, corporations, pension and profit sharing
plans and other organizations.
BY TELEPHONE
If you have authorized the Telephone Redemption Option on the Account
Registration Form, you may request a redemption of shares by calling Client
Services at 1-800-354-8185 and requesting that the redemption proceeds be
mailed or wired to you. You cannot redeem shares by telephone if you hold share
certificates for those shares.
6
<PAGE>
REDEEMING SHARES (Continued)
BY FACSIMILE
Written requests in good order for redemptions, exchanges and transfers may be
forwarded to the Fund via facsimile at (610) 940-5284. If you make a request
via facsimile, you must call Client Services to ensure that the Fund properly
received your instructions. The original request must be promptly mailed to MAS
Funds, c/o Miller Anderson & Sherrerd, LLP, One Tower Bridge, West
Conshohocken, PA 19428-0868.
We will ordinarily pay redemption proceeds within three business days after
receipt of your request. We may suspend the right of redemption or postpone the
payment of redemption proceeds at times when the New York Stock Exchange
("NYSE") is closed, the Fund is closed or under other circumstances in
accordance with interpretations or orders of the U.S. Securities and Exchange
Commission.
If we determine that it is in the best interest of other shareholders not to
pay redemption proceeds in cash, we may pay you partly or entirely by
distributing to you readily marketable securities held by the Portfolio. You
may incur brokerage charges when you sell those securities.
VALUATION OF SHARES
We determine the NAV of the Portfolio as of the close of the NYSE (normally
4:00 p.m. Eastern Time) on each day the Portfolio is open for business.
The Portfolio values its securities at market value. When no quotations are
readily available for securities or when the value of securities has been
materially affected by events occurring after the close of the market, we will
determine the value for those securities in good faith at fair value using
methods approved by the Board of Trustees.
The NAV of Adviser Class Shares may differ from that of other classes because
of class-specific expenses that each class may pay, the distribution fees
charged to Adviser Class Shares and the shareholder servicing fees charged to
Investment Class Shares.
The Fund is closed for business on weekends and the following holidays: New
Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
GENERAL SHAREHOLDER INFORMATION
EXCHANGE PRIVILEGE
You may exchange the Portfolio's Adviser Class Shares for Adviser Class Shares
of the Fund's other portfolios based on their respective NAVs. The exchange
privilege is only available with respect to portfolios offering Adviser Class
Shares that are qualified for sale in your state of residence. We charge no fee
for exchanges. You should send exchange requests to MAS Funds, c/o Miller
Anderson & Sherrerd, LLP, One Tower Bridge, West Conshohocken, PA 19428-0868,
or by facsimile with a follow-up phone call. Exchange requests can also be made
by telephone, provided the telephone redemption option has been authorized. We
reserve the right to change the terms or conditions of the exchange privilege
upon sixty days' notice.
Frequent trading by shareholders can disrupt management of the Portfolio and
raise its expenses. Therefore, we may not accept any request for an exchange
when we think the exchange privilege is being used as a tool for market timing,
and we may bar a shareholder who trades excessively from making further
purchases for an indefinite period.
TAXES
Income dividends you receive will be taxable as ordinary income, whether you
receive them in cash or in additional shares. Corporate shareholders may be
entitled to a dividends-received deduction for the portion of dividends they
receive which are attributable to dividends received by such Portfolio from
U.S. corporations. Capital gain distributions may be taxable at different rates
depending on the length of time the Fund holds its assets.
Distributions paid in January but declared by the Portfolio in October,
November or December of the previous year are taxable to you in the previous
year.
Exchanges and redemptions of shares in the Portfolio are taxable events.
7
<PAGE>
GENERAL SHAREHOLDER INFORMATION (Continued)
DIVIDENDS AND DISTRIBUTIONS
The Portfolio normally distributes substantially all of its net investment
income to shareholders annually.
If any net gains are realized from the sale of underlying securities, the
Portfolio normally distributes the gains with the last distributions for the
calendar year. All dividends and distributions are automatically paid in
additional shares of the Portfolio unless you elect otherwise. If you want to
change how your dividends are paid, you must notify MAS Funds in writing.
FUND MANAGEMENT
ADVISER
The Investment Adviser to the Fund, Miller Anderson & Sherrerd, LLP ("MAS" or
the "Adviser"), is a Pennsylvania limited liability partnership founded in
1969. The Adviser is wholly-owned by indirect subsidiaries of Morgan Stanley
Dean Witter & Co., and is a division of Morgan Stanley Dean Witter Investment
Management ("MSDW"). The Adviser is located at One Tower Bridge, West
Conshohocken, PA 19428-0868. The Adviser provides investment advisory services
to employee benefit plans, endowment funds, foundations and other institutional
investors. As of September 30, 2000, Morgan Stanley Dean Witter Investment
Management had in excess of $176 billion in assets under management.
The Adviser makes investment decisions for the Portfolio and places the
Portfolio's purchase and sales orders. The Portfolio, in turn, pays the Adviser
an annual advisory fee calculated by applying a quarterly rate. The table below
shows the Adviser's annual contractual and actual rates of compensation for the
Fund's 1999 fiscal year.
<TABLE>
<CAPTION>
CONTRACTUAL FY 1999
COMPENSATION ACTUAL
RATE COMPENSATION RATE
------------------------------------------------------------
<S> <C> <C>
SMALL CAP GROWTH PORTFOLIO 1.00% 0.85%
------------------------------------------------------------
</TABLE>
* The Adviser is voluntarily waiving a portion of its fee and/or reimbursing
certain expenses for the Portfolio to keep Total Operating Expenses from
exceeding 1.40%.
PORTFOLIO MANAGERS
A description of the business experience during the past five years for each of
the investment professionals who are primarily responsible for the day-to-day
management of the Portfolio is as follows:
ARDEN C. ARMSTRONG, Managing Director, MSDW, joined MAS in 1986. She joined the
management team for the Mid Cap Growth Portfolio in 1990, the Equity Portfolio
in 1994 and the Small Cap Growth Portfolio in 1998.
DAVID P. CHU, Principal, MSDW, joined MAS in 1998. He served as Senior Equity
Analyst from 1992 to 1997 and as Co-Portfolio Manager in 1997 for NationsBank
and its subsidiary, TradeStreet Investment Associates. He joined the management
team for the Mid Cap Growth and Small Cap Growth Portfolios in 1998.
STEVEN B. CHULIK, Vice President, MSDW, 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.
DISTRIBUTOR
Shares of the Fund are distributed exclusively through MAS Fund Distribution,
Inc., a wholly-owned subsidiary of the Adviser.
8
<PAGE>
DISTRIBUTION PLAN
The Fund has adopted a Plan of Distribution for the Portfolio's Adviser Class
Shares pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). Under the Plan,
the Portfolio pays the Distributor a monthly distribution fee at an annual rate
of 0.25% of the Portfolio's average daily net assets attributable to Adviser
Class Shares. The Distributor may keep any or all of this fee as compensation
for its services in connection with distributing Adviser Class Shares or
providing shareholder or account maintenance services. The Distributor also may
use this fee to pay financial intermediaries, plan fiduciaries, and investment
professionals, including the Adviser, for providing distribution support
services, and/or account maintenance services to shareholders (including, when
applicable, any underlying beneficial owners) of Adviser Class Shares.
9
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following financial highlights table is intended to help you understand
the financial performance of the Portfolio for the life of the Portfolio.
Certain information reflects financial results for a single Portfolio share.
The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in Institutional Class Shares of the
Portfolio (assuming reinvestment of all dividends and distributions). This
information has been extracted from the Fund's financial statements which
were audited by PricewaterhouseCoopers LLP whose report, along with the
Fund's financial statements, are incorporated by reference into the Fund's
Statement of Additional Information and are included in the Fund's September
30, 1999 Annual Report to Shareholders.
The Adviser Class Shares of the Small Cap Growth Portfolio had not commenced
operations as of September 30, 1999, therefore Institutional Class Share
information is provided to investors for informational purposes only and
should be referred to as a historical guide to a portfolio's operations and
expenses. Past performance does not indicate future results.
<TABLE>
<CAPTION>
NET GAINS OR DIVIDEND
NET ASSET LOSSES DISTRIBUTIONS CAPITAL GAIN NET ASSET
VALUE- NET ON SECURITIES TOTAL FROM (NET DISTRIBUTIONS VALUE-
BEGINNING INVESTMENT (REALIZED AND INVESTMENT INVESTMENT (REALIZED NET OTHER TOTAL END OF TOTAL
OF PERIOD INCOME UNREALIZED) ACTIVITIES INCOME) CAPITAL GAINS) DISTRIBUTIONS DISTRIBUTIONS PERIOD RETURN**
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SMALL CAP GROWTH PORTFOLIO (COMMENCEMENT OF INSTITUTIONAL CLASS OPERATIONS 6/30/98)
1999+++ $8.57 ($0.13) $23.84 $23.71 -- -- -- -- $32.28 276.66%
1998 10.00 (0.01) (1.42) (1.43) -- -- -- -- 8.57 (14.30)
<CAPTION>
NET ASSETS- RATIO OF RATIO OF
END OF EXPENSES TO NET INCOME PORTFOLIO
PERIOD AVERAGE TO AVERAGE TURNOVER
(THOUSANDS) NET ASSETS+ NET ASSETS RATE
<S> <C> <C> <C> <C>
SMALL CAP GROWTH PORTFOLIO (COMMENCEMENT OF INSTITUTIONAL CLASS OPERATIONS 6/30/98)
1999+++ $93,229 1.18%++ (0.50%) 300%
1998 3,004 1.16*++ (0.46)* 67
</TABLE>
NOTES TO THE FINANCIAL HIGHLIGHTS
* Annualized
** Total return figures for partial years are not annualized.
+ For the respective periods ended September 30, the Ratio of Expenses to
Average Net Assets for the Portfolio excludes the effect of expense
offsets. If expense offsets were included, the Ratio of Expenses to
Average Net Assets would be as follows for the respective periods. Where
listed as N/A, if the expense offsets were included, the Ratio of
Expenses to Average Net Assets would not significantly differ.
<TABLE>
<CAPTION>
PORTFOLIO 1998 1999
<S> <C> <C>
Small Cap Growth 1.15* 1.15
</TABLE>
++ For the periods indicated, the Adviser voluntarily agreed to waive its
advisory fees and/or reimburse certain expenses to the extent necessary
in order to keep Total Operating Expenses actually deducted from
portfolio assets for the respective portfolios from exceeding voluntary
expense limitations. For the respective periods ended September 30, the
voluntarily waived and/or reimbursed expenses totaled the below listed
amounts.
<TABLE>
<CAPTION>
VOLUNTARILY WAIVED AND/OR REIMBURSED EXPENSES FOR:
PORTFOLIO 1998 1999
<S> <C> <C>
Small Cap Growth 3.67* 0.15
</TABLE>
+++Per share amounts for the year are based on average shares outstanding.
10
<PAGE>
ADVISER CLASS PROSPECTUS
[LOGO OF MAS FUNDS]
NOVEMBER 17, 2000
TRUSTEES OF THE FUND
--------------------
Thomas L. Bennett, Chairman Thomas L. Gerrity
Joseph P. Healey Joseph J. Kearns
Vincent R. McLean C. Oscar Morong, Jr.
James H. Scott
OFFICERS OF THE FUND
--------------------
Lorraine Truten, President Richard J. Shoch, Secretary
James A. Gallo, Vice President John H. Grady, Jr., Assistant
& Treasurer Secretary
In addition to this prospectus, the Fund has a Statement of Additional
Information ("SAI"), dated January 31, 2000, as revised September 21, 2000,
which contains additional, more detailed information about the Fund and the
Portfolio. The SAI is incorporated by reference into this prospectus and,
therefore, legally forms a part of this prospectus.
The Fund publishes annual and semi-annual reports ("Shareholder Reports") which
contain additional information about each portfolio's investments. In the
Fund's annual report, you will find a discussion of the market conditions and
the investment strategies that significantly affected the Fund's performance
during the last fiscal year.
You may obtain the SAI and Shareholder Reports, without charge, by contacting
the Fund at the toll-free number below. If you purchased shares through a
financial intermediary, you may also obtain these documents, without charge, by
contacting your financial intermediary.
Information about the Fund, including the SAI and Shareholder Reports, may be
obtained from the Securities and Exchange Commission in any of the following
ways. (1) In person: you may review and copy documents in the Commission's
Public Reference Room in Washington D.C. (for information call 1-202-942-8090);
(2) On-line: you may retrieve information from the Commission's web site at
http://www.sec.gov; (3) By mail: you may request documents, upon payment of a
duplicating fee, by writing to Securities and Exchange Commission, Public
Reference Section, Washington, D.C. 20549-0102; or (4) By e-mail: you may
request documents, upon payment of a duplicating fee, by e-mailing the
Securities and Exchange Commission at the following address:
[email protected]. To aid you in obtaining this information, the Fund's
Investment Company Act registration number is 811-03980.
MAS FUNDS
ONE TOWER BRIDGE, WEST CONSHOHOCKEN, PA 19428-0868.
FOR SHAREHOLDER INQUIRIES, CALL CLIENT SERVICES AT 1-800-354-8185.
PRICES AND INVESTMENT RESULTS ARE AVAILABLE AT 1-800-522-1525.
MORGAN STANLEY DEAN WITTER 904-PROMAS ADVSCG-1100
-------------------------- ONE TOWER BRIDGE . WEST
INVESTMENT MANAGEMENT CONSHOHOCKEN, PA 19428
