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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:
7/31/97
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: [ ]
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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:
53,784,408 shares representing $549,272,762
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
51,370,567 shares representing $525,173,439
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):
2,413,841 shares representing $24,099,323
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): $525,173,439
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 24,099,323
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if
applicable): -174,003,802
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(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
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(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): $375,268,960
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(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/33 of 1%
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(vii) Fee due (line (1) or line (v)
multiplied by line (vi)) $ 113,718
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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 25, 1997
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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/ Ian Williams
Name: Ian Williams
Title: Assistant Treasurer
Date September 29, 1997
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RICHARDS, LAYTON & FINGER
One Rodney Square, P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 658-6541
Fax: (302) 658-6548
September 29, 1997
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 29, 1997 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 October 16, 1996
(collectively, the
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Managed Accounts Services Portfolio Trust
September 29, 1997
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. Sec. 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.
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Managed Accounts Services Portfolio Trust
September 29, 1997
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
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178481.01
