<PAGE>
ADVISER CLASS PROSPECTUS
[LOGO OF MAS FUNDS]
JANUARY 12, 2001
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 30 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 Inc., is the Fund's investment adviser. This
prospectus offers Adviser Class Shares of the following portfolio (the
"Portfolio"):
MID CAP GROWTH II
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
MID CAP GROWTH II PORTFOLIO................................................. 2
FEES AND EXPENSES OF THE PORTFOLIO.......................................... 3
INVESTMENT STRATEGIES AND RELATED RISKS..................................... 4
PURCHASING SHARES........................................................... 6
REDEEMING SHARES............................................................ 7
VALUATION OF SHARES......................................................... 7
GENERAL SHAREHOLDER INFORMATION............................................. 8
FUND MANAGEMENT............................................................. 8
DISTRIBUTION PLAN........................................................... 9
</TABLE>
<PAGE>
INVESTMENT SUMMARY
This section explains the Portfolio's:
[_] Investment Objective
[_] Principal Investment Strategy
[_] Principal Risks
Investor Suitability
[_] 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.
[_] The Portfolio is a diversified fund.
1
<PAGE>
MID CAP GROWTH II PORTFOLIO
Objective
The Mid Cap Growth II Portfolio seeks long-term capital growth.
<TABLE>
<S> <C>
GENERALLY 65% OF TOTAL PORTFOLIO ASSETS
INVESTED IN COMMON STOCKS OF MID CAP COMPANIES
_______________________________________________
EQUITY CAPITALIZATION GENERALLY MATCHING THE
BENCHMARK (CURRENTLY $100 MILLION TO $50
BILLION)
_______________________________________________
BENCHMARK: RUSSELL MID CAP GROWTH INDEX
_______________________________________________
TICKER SYMBOL: NOT AVAILABLE
_______________________________________________
CUSIP NO.: 552-913-162
PORTFOLIO MANAGERS
ARDEN C. ARMSTRONG, DAVID P. CHU AND STEVEN B.
CHULIK
</TABLE>
Approach
The Portfolio invests primarily in common stocks of companies with
capitalizations in the range of companies included in the Russell Mid Cap
Growth 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 acquistion. 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 earnings estimates fall,
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 common stocks rise and fall in response to events that affect
entire financial markets or industries, and events that affect a particular
issuer. Investments in mid cap 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. The
securities issued by smaller companies may be less liquid. In addition, smaller
companies may have more limited markets, financial resources and product lines,
and may lack the depth of management of larger companies. Some market
conditions may favor growth stocks or stocks of mid-sized companies, while
other conditions may favor value stocks or stocks of larger or smaller
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. In addition, the
Adviser cannot guarantee continued access to IPOs.
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.
Performance Information
No performance information is provided because the Mid Cap Growth II Portfolio
has not been in operation for a full calendar year.
2
<PAGE>
FEES AND EXPENSES OF THE PORTFOLIO
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. 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.
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>
MID CAP GROWTH II PORTFOLIO .75% .25% .25%* 1.25%**
</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 the rates
shown in the table below. 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.
<TABLE>
<CAPTION>
TOTAL ANNUAL FUND OPERATING EXPENSES
AFTER MAS WAIVER/REIMBURSEMENT & OFFSETS
-----------------------------------------------------------------
<S> <C>
MID CAP GROWTH
II PORTFOLIO 1.15%
-----------------------------------------------------------------
</TABLE>
This example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.
EXAMPLE
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
MID CAP GROWTH II PORTFOLIO $127 $397
---------------------------------------------
</TABLE>
3
<PAGE>
INVESTMENT STRATEGIES AND RELATED RISKS
This section discusses in greater detail the Portfolio's principal investment
strategies and other types of investments that the Portfolio may make. Please
read this section in conjunction with the earlier summary.
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.
Growth stocks generally have higher growth rates, betas, and price/earnings
ratios, and lower yields than the stock market in general as measured by an
appropriate stock market index.
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 purchase of shares issued in IPOs
exposes the Portfolio 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. The purchase of
shares issued in IPOs may significantly increase the Portfolio's total returns
during any period that the Portfolio has a small asset base. As the Portfolio's
assets grow, any impact of IPO investments on the Portfolio's total return may
decline.
FOREIGN SECURITIES
Foreign issuers generally are subject to different accounting, auditing and
financial reporting standards than U.S. issuers. There may be less information
available to the public about foreign issuers. Securities of foreign issuers
can be less liquid and experience greater price movements. In some foreign
countries, there is also the risk of government expropriation, excessive
taxation, political or social instability, the imposition of currency controls,
or diplomatic developments that could affect the Portfolio's investment. There
also can be difficulty obtaining and enforcing judgments against issuers in
foreign countries. Foreign stock exchanges, broker-dealers, and listed issuers
may be subject to less government regulation and oversight. The cost of
investing in foreign securities, including brokerage commissions and custodial
expenses, can be higher than in the United States.
Foreign Currency
Foreign securities are denominated in foreign currencies. The value of foreign
currencies fluctuates relative to the value of the U.S. dollar. Since the
Portfolio must convert the value of foreign securities into dollars, changes in
currency exchange rates can increase or decrease the U.S. dollar value of the
Portfolio's assets. The Portfolio may use derivatives to offset this risk. The
Adviser may in its discretion choose not to hedge against currency risk. In
addition, certain market conditions may make it impossible or uneconomical to
hedge against currency risk.
Emerging Market Securities
Investing in emerging market securities enhances the risks of foreign
investing. In addition, emerging market securities generally are less liquid
and subject to wider price and currency fluctuations than securities issued in
more developed countries. In certain countries, the market may be dominated by
a few issuers or sectors. Investment funds and structured investments are
mechanisms for U.S. and other investors to invest in certain emerging markets
that have laws precluding or limiting direct investments by foreign investors.
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
4
<PAGE>
INVESTMENT STRATEGIES AND RELATED RISKS (Continued)
circumstances. Derivative instruments may be publicly traded or privately
negotiated. Derivatives used by the Adviser include futures contracts, options
contracts, forward contracts and swaps.
A forward 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. Forward contracts are used to protect against uncertainty in the
level of future foreign currency exchange rates. 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) or to control their exposure to changing
foreign currency exchange rates.
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,
securities indices or commodity indices. Swaps may be used to gain exposure to
a market without directly investing in securities traded in that market.
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.
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 and
options 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 a Portfolio, and of derivatives relating
to those securities, may not be proportionate, (ii) there may not be a liquid
market for a 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.
Hedging the Portfolio's currency risks involves the risks of mismatching the
Portfolio's obligations under a forward or futures contract with the value of
securities denominated in a particular currency.
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 which may affect the Portfolio's performance 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.
5
<PAGE>
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.
Adviser Class Shares of the Portfolio may be purchased directly from MAS Funds
or through a financial intermediary. Investors purchasing shares through a
financial intermediary may be charged a transaction-based or other fee by the
financial intermediary for its services. If you are purchasing Adviser Class
Shares through a financial intermediary, please consult your intermediary for
purchase instructions.
Purchases of Adviser Class Shares of the Portfolio are effected 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.
Initial Purchase by Wire
You may purchase Adviser Class Shares of the Portfolio by wiring Federal Funds
to 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.
6
<PAGE>
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.
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 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. The value
of portfolio securities may change on a day when you cannot purchase or redeem
shares if the Portfolio invests in foreign securities that trade on days when
the Fund is closed.
7
<PAGE>
FUND MANAGEMENT
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. Certain portfolios may be closed to new investors from
time to time and be unavailable for exchanges.
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.
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.
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 Portfolios from
U.S. corporations. Capital gain distributions may be taxable at different rates
depending on the length of time the Fund holds its assets.
Investment income received by the Portfolio from sources within foreign
countries may be subject to foreign income taxes. The Portfolio may be able to
pass through to you for foreign tax credit purposes the amount of foreign
income taxes that it paid.
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.
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 Inc. ("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, MSDW had in excess of $176.8 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 2000 fiscal year.
<TABLE>
<CAPTION>
CONTRACTUAL FY 2000
COMPENSATION ACTUAL
RATE COMPENSATION RATE
--------------------------------------------------------------
<S> <C> <C>
MID CAP GROWTH II PORTFOLIO* .75% N/A
--------------------------------------------------------------
</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 1.15%.
8
<PAGE>
FUND MANAGEMENT (continued)
Portfolio Managers
The following describes 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:
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, the Small Cap Growth Portfolio in 1998 and the Mid Cap Growth II
Portfolio in 2000.
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 and the Mid
Cap Growth II Portfolio in 2000.
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 and the Mid Cap Growth II Portfolio in
2000.
Distributor
Shares of the Fund are distributed exclusively through MAS Fund Distribution,
Inc., a wholly-owned subsidiary of the Adviser.
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 .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>
ADVISER CLASS PROSPECTUS
[LOGO OF MAS FUNDS]
JANUARY 12, 2001
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 December 27, 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 905-PROMASADVMCG2-1200
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ONE TOWER BRIDGE . WEST CONSHOHOCKEN, PA 19428
INVESTMENT MANAGEMENT
