MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST
497, 1997-05-20
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The following is a supplement to the Managed Accounts Services Portfolio Trust
(the "PACE Fund") prospectus dated October 16, 1996.

Dear PaineWebber PACE Investor:

Along with the investment counseling provided by your PaineWebber Investment
Executive, a significant part of the services you receive within the PACE
Program is the ongoing review and due diligence of the PACE Investment Managers.

As part of this process, on December 10, 1996, the PACE Board of Trustees agreed
to hire Delaware Management Company, Inc. to subadvise the PACE Small/Medium
Company Growth Equity Investments Portfolio, replacing Westfield Capital
Management, who had subadvised the portfolio since its inception in August,
1995. Delaware Management Company, Inc. assumed management of the fund on
December 17, 1996. The investment objectives of the portfolio remain the same.

DELAWARE MANAGEMENT COMPANY, INC.

Delaware Management Company is a member of The Delaware Group, a subsidiary of
Lincoln National Corporation. Lincoln National, with headquarters in Fort Wayne,
Indiana, is a diversified organization with operations in many aspects of the
financial services industry, including insurance and investment management. The
Delaware Group, located at One Commerce Square, Philadelphia, PA 19103, has
approximately $32 billion under management including mutual fund and
institutional clients. Delaware Management Company and its predecessors have
been offering a wide array of investment services to clients since it was
established in 1929.

A dedicated team of six professionals follows a fundamental, bottom-up approach
to small company investing. Gerald S. Frey is primarily responsible for the
day-to-day management of the Portfolio. Mr. Frey is a Vice President of
Delaware. Prior to joining the Delaware Group in 1996, Mr. Frey was a Senior
Director with Morgan Grenfell Capital Management in New York. He has 20 years of
experience in the money management business.

In making investment decisions for the Portfolio, Mr. Frey regularly consults
with the other members of the team, William H. Miller, Judith R. Finger, John A.
Heffern, Marshall T. Bassett, and Lori F. Wachs, as well as Wayne A. Stork. Mr.
Stork is the Chairman, President, Chief

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Executive Officer and Chief Investment Officer of Delaware. Mr. Stork joined
Delaware in 1962 and has served in various executive capacities within the
Delaware organization since then. Mr. Miller is a Vice President/Assistant
Portfolio Manager. Prior to joining the Delaware Group in 1995, he worked as a
Technology Analyst for Janney Montgomery Scott in Philadelphia and was an
institutional salesman for Rutherford, Brown & Catherwood. Ms. Finger is a Vice
President/Assistant Portfolio Manager. She joined the Delaware Group in 1995
from the New York-based Fred Alger Management, where she was an equity analyst
for three years. Prior to that, she held positions with Chemical Bank and Dun &
Bradstreet, in Mergers and Acquisitions. John A. Heffern, Vice President, joined
Delaware in 1997. Previously, he was a Senior Vice President, Equity Research at
NatWest Securities Corporation's Specialty Finance Services unit. Prior to that,
he was a Principal and Senior Regional Bank Analyst at Alex, Brown & Sons.
Marshall T. Bassett, Vice President, joined Delaware in 1997. In his most recent
position, he served as Vice President in Morgan Stanley Asset Management's
Emerging Growth Group, where he analyzed small growth companies. Prior to that,
he was a trust officer at Sovran Bank and Trust Company. Ms. Wachs is an
Assistant Vice President. She joined the Delaware Group in 1992 from Goldman
Sachs & Company where she was an equity analyst for two years.

Also, please note that while the total fee paid by the portfolio remains the
same, the allocation of the fee has changed. The fee paid to the sub-adviser has
increased from an annual rate of 0.30% of the portfolio's average daily net
assets to an annual rate of 0.40% of the portfolio's average daily net assets.
The fee retained by the manager has decreased from an annual rate of 0.30% of
the portfolio's average daily net assets to an annual rate of 0.20% of the
portfolio's average daily net assets.

We believe that Delaware Management Company will be a worthy addition to the
PACE Program. If you have any questions or would like additional information,
please contact your Investment Executive.

Please retain this supplement with your PACE Fund prospectus for future
reference.

Sincerely,

/s/ Eric T. Jones
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Eric T. Jones
PACE Program Manager

Dated: May 8, 1997



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