<PAGE>1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Managed Account Services Portfolio Trust
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
PACE Money Market Investments
PACE Government Securities Fixed Income Investments
PACE Intermediate Fixed Income Investments
PACE Strategic Fixed Income Investments
PACE Municipal Fixed Income Investments
PACE Global Fixed Income Investments
PACE Large Company Value Equity Investments
PACE Large Company Growth Equity Investments
PACE Small/Medium Company Value Equity Investments
PACE Small/Medium Company Growth Equity Investments
PACE International Equity Investments
PACE International Emerging Markets Equity Investments
3. Investment Company Act File Number:
811-8764
Securities Act File Number:
33-87254
4. Last day of fiscal year for which this notice is filed:
7/31/96
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
<PAGE>2
6. Date of termination of issuer's declaration rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
None.
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None.
9. Number and aggregate sale price of securities sold during the fiscal
year:
63,250,867 shares representing $636,787,287
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
62,564,430 shares representing $631,243,049
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
686,437 shares representing $5,544,238
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item
10): $631,243,049
-----------
(ii) Aggregate price of shares issued in
connection with dividend
reinvestment plans (from Item 11,
if applicable): + 5,544,238
---------
<PAGE>3
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 80,808,790
----------
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): + 0
------------
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)] (if
applicable): $555,978,497
------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6): x 1/29 of 1%
------------
(vii) Fee due (line (1) or line (v)
multiplied by line (vi)) $ 191,716
------------
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
September 27, 1996
<PAGE>4
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Ann Moran
---------------
Ann Moran
---------
Vice President & Asst. Treasurer
--------------------------------
Date September 27, 1996
------------------
<PAGE>1
September 27, 1996
Managed Accounts Services Portfolio Trust
1285 Avenue of the Americas
New York, New York 10019
Re: Rule 24f-2 Notice for Managed Account
Services Portfolio Trust
(Registration Nos. (811-8764; 33-87254)
Dear Ladies and Gentlemen:
We have acted as special Delaware counsel to Managed
Account Services Portfolio Trust (the "Trust"), a Delaware business trust, in
connection with the registration under the Securities Act of 1933, as amended,
of shares of the Trust's PACE Money Market Investments, PACE Government
Securities Fixed Income Investments, PACE Intermediate Fixed Income
Investments, PACE Strategic Fixed Income Investments, PACE Municipal Fixed
Income Investments, PACE Global Fixed Income Investments, PACE Large
Company Value Equity Investments, PACE Large Company Growth Equity
Investments, PACE Small/Medium Company Value Equity Investments PACE
Small/Medium Company Growth Equity Investments, PACE International
Equity Investments and PACE International Emerging Markets Equity Investments
(collectively, the "Funds"), made definite in number by the Trust's September
27, 1996 Rule 24f-2 Notice (the "Notice") accompanying this opinion
(collectively, the "Shares").
In giving the opinion stated below, we have reviewed
originals or copies, certified or otherwise identified to our satisfaction, of
the Trust's Certificate of Trust, dated and filed with the Secretary of State
of the State of Delaware (the "Secretary") on 9 September, 1994, the Trust's
Certificate of Amendment dated 5 December, 1995 and filed with the
Secretary on 9 December 1995, the Trust Instrument, dated September 9, 1994,
the Trust Instrument dated September 9, 1994, as revised on June 9, 1995
(collectively, the "Trust Instrument"), the Notice, the Prospectus and the
related Statement of Additional Information of the Trust relating to the
Funds, each dated February 23, 1996 (collectively, the
<PAGE>2
"Prospectus") and such other documents as we have deemed
appropriate.
Based upon the foregoing and upon examination of
such questions of law as we have deemed necessary or appropriate, and subject
to the assumptions, exceptions and qualifications set forth herein, we advise
you that, in our opinion:
1. The Trust has been duly formed and is
validly existing as a business trust under the Delaware Business Trust Act, 12
Del. C. ss. 3801, et seq.
2. The Shares are legally issued, fully paid
and non-assessable.
The foregoing opinion is subject to the following
exceptions, qualifications and assumptions:
A. We are admitted to practice law in the
State of Delaware and we do not hold ourselves out as being experts on the
law of any other jurisdiction. The foregoing opinion is limited to the laws
of the State of Delaware currently in effect. We express no opinion with
respect to federal laws.
B. We have assumed (i) the valid existence of
each party to the documents examined by us under the laws of the
jurisdiction governing its organization, (ii) that each party has the power
and authority to execute and deliver, and to perform its obligations under,
the documents examined by us, (iii) that each party has duly authorized,
executed and delivered the documents examined by us, and (iv) that the Trust
Instrument constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including, without limitation, the
creation, operation and termination of the Trust, and that the Trust
Instrument and the Certificate of Trust are in full force and effect and have
not been amended.
C. We have assumed that all signatures on
documents examined by us are genuine, that all documents submitted to us as
originals are authentic, and that all documents submitted to us as copies
conform with the originals, which facts, which facts we have not independently
verified.
D. We have assumed that the Shares have been
issued and paid for in accordance with resolutions of the Trustees of the
Trust under the Trust Instrument and as contemplated by the Prospectus.
<PAGE>3
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as part of the Trust's Rule 24f-2
Notice.
Very truly yours,
/s/Richards, Layton & Finger
0178481.01
