As Filed With the Securities and Exchange Commission on February 9, 1998 File No. 002-89729 - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ PRE-EFFECTIVE AMENDMENT NO. 1 /X/ POST-EFFECTIVE AMENDMENT NO. ___ / / MAS FUNDS --------- (Exact Name of Registrant as Specified in Charter) One Tower Bridge West Conshohocken, PA 19428 ------------------------------------------- (Address of Principal Executive Offices)(Zip Code) Registrant's Telephone Number, including Area Code: (800) 354-8185 -------------- -------- (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 - - -------------------------------------------------------------------------------- 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. 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. 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: * ---------------------------------- 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 - - ------------------------- Thomas L. Bennett * Trustee February 9, 1998 - - ------------------------- Thomas P. Gerrity * Trustee February 9, 1998 - - ------------------------- Joseph P. Healey * Trustee February 9, 1998 - - ------------------------- Joseph J. Kearns * Trustee February 9, 1998 - - ------------------------- Vincent R. McLean * Trustee February 9, 1998 - - ------------------------- C. Oscar Morong, Jr. * President February 9, 1998 - - ------------------------- James D. Schmid /s/ Michael Leary Principal Financial February 9, 1998 - - ------------------------- Officer Michael Leary *By: /s/ John H. Grady, Jr. ---------------------- John H. Grady, Jr. Attorney-in-Fact