PAINEWEBBER PACE SELECT ADVISORS TRUST
485APOS, 1998-09-30
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<PAGE>
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
    
 
                                              1933 ACT REGISTRATION NO. 33-87254
                                              1940 ACT REGISTRATION NO. 811-8764
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- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
 
                                   FORM N-1A
 
   
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
                       PRE-EFFECTIVE AMENDMENT NO.    / /
                       POST-EFFECTIVE AMENDMENT NO. 5 /X/
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
                              AMENDMENT NO. 7 /X/
                       (Check appropriate box or boxes.)
    
 
   
                     PAINEWEBBER PACE SELECT ADVISORS TRUST
             (FORMERLY, MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST)
               (Exact name of registrant as specified in charter)
                          1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                    (Address of principal executive offices)
    
 
       Registrant's telephone number, including area code: (212) 713-2000
 
   
                           DIANNE E. O'DONNELL, ESQ.
                    MITCHELL HUTCHINS ASSET MANAGEMENT INC.
                          1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                    (Name and address of agent for service)
    
 
                                   COPIES TO:
 
                               JON S. RAND, ESQ.
                            WILLKIE FARR & GALLAGHER
                              ONE CITICORP CENTER
                              153 EAST 53RD STREET
                               NEW YORK, NY 10022
                                 (212) 821-8256
 
It is proposed that this filing will become effective (check appropriate box)
 
   
             / / immediately upon filing pursuant to paragraph (b) of Rule 485
             / / on (date) pursuant to paragraph (b) of Rule 485
             / / 60 days after filing pursuant to paragraph (a)(i) of Rule 485
             /X/ on December 1, pursuant to paragraph (a)(i) of Rule 485
             / / 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
             / / on (date) pursuant to paragraph (a)(ii) of Rule 485.
    
 
If appropriate, check the following box:
 
   
             / / this post-effective amendment designates a new effective date
                 for a previously filed post-effective amendment.
    
 
Title of securities being registered: Shares of beneficial interest, par value
$0.001 per share
 
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<PAGE>
   
                     PAINEWEBBER PACE SELECT ADVISORS TRUST
                        FORM N-1A CROSS REFERENCE SHEET
    
<TABLE>
<CAPTION>
                             PART A ITEM NO.
                               AND CAPTION                                        PROSPECTUS CAPTION
           ----------------------------------------------------  ----------------------------------------------------
<S>        <C>                                                   <C>
1.         Cover Page..........................................  Cover Page
2.         Synopsis............................................  Prospectus Summary
3.         Condensed Financial Information.....................  Trust Expenses; Financial Highlights
4.         General Description of Registrant...................  Prospectus Summary; Investment Objectives and
                                                                   Policies of the Portfolios and Risk Factors;
                                                                   General Information
5.         Management of the Fund..............................  Management; General Information
5A.        Management's Discussion of Fund
             Performance.......................................  Not applicable
6.         Capital Stock and Other Securities..................  Cover Page; Dividends and Taxes; General Information
7.         Purchase of Securities Being Offered................  Purchases; Exchanges; Valuation of Shares; Other
                                                                   Services and Information; Management
8.         Redemption or Repurchase............................  Redemptions; Other Services and Information
9.         Pending Legal Proceedings...........................  Not Applicable
 
<CAPTION>
 
                             PART B ITEM NO.
                               AND CAPTION                           STATEMENT OF ADDITIONAL INFORMATION CAPTION
           ----------------------------------------------------  ----------------------------------------------------
<S>        <C>                                                   <C>
10.        Cover Page..........................................  Cover Page
11.        Table of Contents...................................  Table of Contents
12.        General Information and History.....................  Other Information
13.        Investment Objectives and Policies..................  Investment Policies and Restrictions; Hedging and
                                                                   Related Strategies; Portfolio Transactions
14.        Management of the Registrant........................  Trustees and Officers; Investment Management,
                                                                   Advisory, and Distribution Arrangements
15.        Control Persons and Principal Holders of
             Securities........................................  Trustees and Officers
16.        Investment Advisory and Other Services..............  Investment Management, Advisory and Distribution
                                                                   Arrangements; Other Information
17.        Brokerage Allocation and Other Practices............  Portfolio Transactions
18.        Capital Stock and Other Securities..................  Not applicable
19.        Purchase, Redemption Pricing of Securities Being
             Offered...........................................  Additional Exchange and Redemption Information;
                                                                   Valuation of Shares
20.        Tax Status..........................................  Taxes
21.        Underwriters........................................  Investment Management, Advisory and Distribution
                                                                   Arrangements
22.        Calculation of Performance Data.....................  Performance Information
23.        Financial Statements................................  Financial Statements
</TABLE>
 
PART C
 
    Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
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                     PAINEWEBBER PACE SELECT ADVISORS TRUST
             1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
- --------------------------------------------------------------------------------
   
                       PROSPECTUS DATED DECEMBER 1, 1998
    
 
   
    PaineWebber PACE Select Advisors Trust (the "Trust") is an open-end,
management investment company currently composed of twelve separate no-load
investment portfolios (each a "Portfolio" and collectively, the "Portfolios")
managed by Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins" or the
"Manager"), a wholly owned asset management subsidiary of PaineWebber
Incorporated ("PaineWebber"). Shares of the Portfolios currently are available
only to participants in the PaineWebber PACESM Program ("PACE Program"). The
PACE Program and the Trust are designed to assist you in devising an asset
allocation strategy to meet your individual needs. PaineWebber, through the PACE
Program, provides investment advisory services in connection with the allocation
of assets among the Portfolios by: identifying your risk tolerances and
investment objectives based on information provided by you; identifying and
recommending, in writing, a suggested allocation of assets among the Portfolios
that conforms to those tolerances and objectives; providing a monthly account
statement; providing performance data on a quarterly basis; and providing a
quarterly (optional) rebalancing service. See "Purchases--General--The PACE
Program."
    
 
   
    For each Portfolio other than PACE Money Market Investments, investment
advisory services are provided by an investment adviser (each an "Adviser")
recommended, monitored and compensated by, and unaffiliated with, the Manager.
For PACE Money Market Investments, investment advisory services are provided by
Mitchell Hutchins. The Trust consists of the following twelve Portfolios:
    
 
    / /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
 
    AN INVESTMENT IN PACE MONEY MARKET INVESTMENTS IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. WHILE PACE MONEY MARKET INVESTMENTS SEEKS TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE, THERE CAN BE NO ASSURANCE
THAT IT WILL BE ABLE TO DO SO.
 
    Under the PACE Program, you will pay PaineWebber a quarterly program fee
("Program Fee") at an annual rate of up to 1.50% of the value of shares of the
Portfolios held in your PaineWebber account. Certain participants are eligible
for a reduction of the Program Fee. See "Purchases." As a PACE Program
participant, you may incur greater total fees and expenses than investors
purchasing shares of similar investment companies without the benefit of these
professional asset allocation recommendations.
 
   
    This Prospectus concisely sets forth information about the Trust that you
should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information ("SAI"), dated December 1, 1998
(which information is incorporated by reference herein), is on file with the
Securities and Exchange Commission ("SEC"). You can obtain a free copy of the
SAI by calling toll-free at 1-800-647-1568, and further inquiries can be made by
contacting your PaineWebber investment executive. In addition, the SEC maintains
a website (http://www.sec.gov) that contains the Statement of Additional
Information, material incorporated by reference, and other information regarding
registrants that file electronically with the SEC.
    
 
INVESTORS SHOULD RELY ON THE INFORMATION CONTAINED OR REFERRED TO IN THIS
PROSPECTUS. THE PORTFOLIOS AND THEIR DISTRIBUTOR HAVE NOT AUTHORIZED ANYONE TO
PROVIDE INVESTORS WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN
OFFER TO SELL SHARES OF THE PORTFOLIOS IN ANY JURISDICTION WHERE THE PORTFOLIOS
OR THEIR DISTRIBUTOR MAY NOT LAWFULLY SELL THOSE SHARES.
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
       OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                                CONTRARY IS A CRIMINAL OFFENSE.
 
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<PAGE>
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                               TABLE OF CONTENTS
   --------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                           Page
                                         ---------
 
<S>                                      <C>
Prospectus Summary.....................          3
 
Trust Expenses.........................          8
 
Financial Highlights...................         12
 
Investment Objectives and Policies of
 the Portfolios and Risk Factors.......         16
 
Other Investment Policies and Risk
 Factors...............................         25
 
Management.............................         44
 
Valuation of Shares....................         49
 
Purchases..............................         50
 
Redemptions............................         51
 
Other Services and Information.........         52
 
Exchanges..............................         53
 
Dividends and Taxes....................         53
 
Performance Information................         55
 
General Information....................         55
 
Appendix A.............................         57
 
Appendix B ............................         58
</TABLE>
    
 
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                                       2
<PAGE>
                               PROSPECTUS SUMMARY
 
    This section summarizes certain terms and provisions of the PACE Program and
the Portfolios of the Trust. Please read the rest of this Prospectus for
additional important information.
 
    PACE PROGRAM.  The PACE Program is an investment advisory service pursuant
to which PaineWebber provides to you personalized asset allocation
recommendations and related services based on an evaluation of your investment
objectives and risk tolerances. For the services provided to you under the PACE
Program, you pay PaineWebber a quarterly Program Fee at an annual rate of up to
1.50% of the value of the shares of the Portfolios held in your PaineWebber
account. Certain participants are eligible for a reduction of the Program Fee.
See "Purchases."
 
    THE TRUST.  The Trust is a mutual fund which provides a convenient means of
investing in a number of professionally managed portfolios. The Trust currently
consists of twelve separate no-load Portfolios. The following is a summary of
important features of the Portfolios.
 
<TABLE>
<CAPTION>
                                     INVESTMENT                 CORE PORTFOLIO                 INVESTMENT
      PACE PORTFOLIO                  OBJECTIVE                   INVESTMENTS                    ADVISER
- ---------------------------  ---------------------------  ---------------------------  ---------------------------
<S>                          <C>                          <C>                          <C>
PACE MONEY MARKET            Current income consistent    High quality money market    Mitchell Hutchins Asset
INVESTMENTS                  with preservation of         instruments                  Management Inc.
                             capital and liquidity
 
PACE GOVERNMENT SECURITIES   Current income               Primarily U.S. government    Pacific Investment
FIXED INCOME INVESTMENTS                                  and agency securities of     Management Company
                                                          varying maturities, as well
                                                          as mortgage-backed
                                                          securities, with a
                                                          dollar-weighted average
                                                          portfolio duration of
                                                          between two and seven years
 
PACE INTERMEDIATE FIXED      Current income, consistent   Fixed income securities      Pacific Income Advisers,
INCOME INVESTMENTS           with reasonable stability    with a dollar-weighted       Inc.
                             of principal                 average portfolio duration
                                                          of between two and four and
                                                          one-half years
 
PACE STRATEGIC FIXED INCOME  Total return consisting of   Fixed income securities of   Pacific Investment
INVESTMENTS                  income and capital           varying maturities with a    Management Company
                             appreciation                 dollar-weighted average
                                                          portfolio duration of
                                                          between three and eight
                                                          years
 
PACE MUNICIPAL FIXED INCOME  High current income exempt   General obligation, revenue  Morgan Grenfell Capital
INVESTMENTS                  from federal income tax      and private activity bonds   Management, Incorporated
                                                          and notes, the interest on
                                                          which is exempt from
                                                          federal income tax, with a
                                                          dollar-weighted average
                                                          portfolio duration of
                                                          between three and seven
                                                          years
 
PACE GLOBAL FIXED INCOME     High total return            High-grade fixed income      Rogge Global Partners plc
INVESTMENTS                                               securities issued by
                                                          domestic and foreign
                                                          governments and
                                                          supranational entities and
                                                          private issuers located
                                                          overseas, with a dollar-
                                                          weighted average portfolio
                                                          duration of between four
                                                          and eight years
</TABLE>
 
                                       3
<PAGE>
 
   
<TABLE>
<CAPTION>
                                     INVESTMENT                 CORE PORTFOLIO                 INVESTMENT
      PACE PORTFOLIO                  OBJECTIVE                   INVESTMENTS                    ADVISER
- ---------------------------  ---------------------------  ---------------------------  ---------------------------
<S>                          <C>                          <C>                          <C>
PACE LARGE COMPANY VALUE     Capital appreciation and     Equity securities with the   Brinson Partners, Inc.
EQUITY INVESTMENTS           dividend income              majority of the Portfolio
                                                          invested in common stocks
                                                          of companies with total
                                                          market capitalization
                                                          (i.e., market value of
                                                          common stock outstanding)
                                                          of at least $2.5 billion
 
PACE LARGE COMPANY GROWTH    Capital appreciation         Equity securities with the   Alliance Capital Management
EQUITY INVESTMENTS                                        majority of the Portfolio    L.P.
                                                          invested in common stocks
                                                          of companies characterized
                                                          by an earnings growth rate
                                                          which is faster than that
                                                          of the S&P 500 Composite
                                                          Stock Price Index and with
                                                          total market capitalization
                                                          of at least $2.5 billion
 
PACE SMALL/MEDIUM COMPANY    Capital appreciation         Equity securities with the   Brandywine Asset
VALUE EQUITY INVESTMENTS                                  majority of the Portfolio    Management, Inc.
                                                          invested in common stocks
                                                          of companies that have
                                                          below-market average
                                                          price/earnings ratios and
                                                          with total market
                                                          capitalization of less than
                                                          $2.5 billion
 
PACE SMALL/MEDIUM COMPANY    Capital appreciation         Equity securities with the   Delaware Management
GROWTH EQUITY INVESTMENTS                                 majority of the Portfolio    Company, Inc.
                                                          invested in common stocks
                                                          of companies characterized
                                                          by above-average growth of
                                                          earnings rates with total
                                                          market capitalization of
                                                          less than $2.5 billion
 
PACE INTERNATIONAL EQUITY    Capital appreciation         Equity securities of         Martin Currie Inc.
INVESTMENTS                                               issuers domiciled outside
                                                          the United States
 
PACE INTERNATIONAL EMERGING  Capital appreciation         Equity securities of         Schroder Capital Management
MARKETS EQUITY INVESTMENTS                                issuers domiciled or doing   International Inc.
                                                          business in emerging
                                                          markets
</TABLE>
    
 
   
    MANAGEMENT.  Mitchell Hutchins acts as the Manager for each Portfolio and
also as the investment adviser for PACE MONEY MARKET INVESTMENTS. All other
Portfolios are advised by an Adviser recommended, monitored and compensated by,
and unaffiliated with, the Manager. See "Management."
    
 
    RISK FACTORS AND SPECIAL CONSIDERATIONS.  No assurance can be given that any
Portfolio will achieve its investment objective. Investing in a Portfolio that
invests in securities of companies and governments of foreign countries,
particularly emerging market countries, involves risks that go beyond the usual
risks inherent in a Portfolio that limits its holdings to domestic investments.
A substantial portion of the assets of certain Portfolios may be held in
securities denominated in one or more foreign currencies, which will result in
these Portfolios bearing the risk that those currencies may lose value in
relation to the U.S. dollar. See "Other Investment Policies and Risk Factors."
 
                                       4
<PAGE>
    Certain Portfolios may use derivative instruments as well as investment
techniques and strategies such as entering into forward currency contracts,
repurchase agreements and interest rate protection transactions and purchasing
and selling (writing) options, futures contracts and options on futures
contracts, that can increase a Portfolio's risks. See "Other Investment Policies
and Risk Factors."
 
   
    PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED
INCOME INVESTMENTS and PACE STRATEGIC FIXED INCOME INVESTMENTS may invest in
U.S. government stripped mortgage-related securities and zero coupon securities,
which are more sensitive to changes in interest rates, and therefore are more
speculative and subject to greater fluctuations in value than securities that
pay interest currently. See "Other Investment Policies and Risk Factors."
    
 
   
    PACE INTERMEDIATE FIXED INCOME INVESTMENTS and PACE GLOBAL FIXED INCOME
INVESTMENTS each are "non-diversified" as that term is defined in the Investment
Company Act of 1940, as amended ("1940 Act"). To the extent that a Portfolio at
times may include the securities of a smaller number of issuers than if it were
"diversified" (as defined in the 1940 Act), each will be subject to greater risk
with respect to its portfolio securities than if it had invested in a broader
range of securities, because changes in the financial condition or market
assessment of a single issuer may cause greater fluctuation in the Portfolio's
total return and the price of its shares. See "Other Investment Policies and
Risk Factors."
    
 
   
    In addition, PACE STRATEGIC FIXED INCOME INVESTMENTS and PACE INTERNATIONAL
EMERGING MARKETS EQUITY INVESMTENTS may invest significantly in high yield, high
risk securities (commonly known as "junk bonds") that are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. See "Other Investment Policies and Risk Factors."
    
 
    PaineWebber provides advisory services to you as a participant in the PACE
Program, for which you pay a fee that does not vary based on the Portfolios
recommended for your investments. At the same time, Mitchell Hutchins, a wholly
owned asset management subsidiary of PaineWebber, serves as the Trust's Manager,
which has responsibility for monitoring and compensating each Adviser. As
Manager, Mitchell Hutchins receives a fee from each Portfolio and retains all or
a portion of that fee, the amount of which depends on the Portfolio involved.
Consequently, PaineWebber, when making asset allocation recommendations for you,
may have a conflict of interest as to the specific Portfolios recommended for
investment. PaineWebber, however, is required by applicable standards of
fiduciary duty to act solely in your best interest when making investment
recommendations for you. You also should be aware that the Manager may have
various conflicts of interest when making decisions regarding the retention and
compensation of particular Advisers. However, the Manager's compensation and
decisions, including the specific amount of the Manager's compensation to be
paid to the Adviser, are subject to review and approval by the Trust's board of
trustees and separately by the trustees who are not affiliated with the Manager,
any of the Advisers or any of their affiliates. See "Management--Manager" and
"Purchases--General--The PACE Program."
 
    The Portfolios are intended as vehicles for the implementation of long-term
asset allocation strategies rendered through the PACE Program that are based on
an evaluation of your investment objectives and risk tolerances. Because these
asset allocation strategies are designed to spread investment risk across the
various segments of the securities markets through investment in a number of
Portfolios, each individual Portfolio generally intends to be fully invested in
accordance with its investment objective and policies during most market
conditions. Although the Adviser of a Portfolio may, upon the concurrence of the
Manager, take a temporary defensive position when the Adviser believes adverse
market conditions so warrant, it can be expected that a defensive posture will
be adopted less frequently than would be the case for other mutual funds. This
policy may impede an Adviser's ability to protect a Portfolio's capital during
declines in the particular segment of the market to which the Portfolio's assets
are committed. Consequently, no single Portfolio should be considered a complete
investment program, and an investment among the Portfolios should be regarded as
a long-term investment that should be held through several market cycles.
 
                                       5
<PAGE>
    There can also be no assurance that PaineWebber's periodic recommendations
for adjustments in the allocation of assets among Portfolios will be successful
or can be developed, transmitted and acted upon in a manner sufficiently timely
to avoid market shifts, which can be sudden and substantial. You are urged to
consider carefully PaineWebber's asset allocation recommendations in light of
your investment needs and to act promptly upon any recommended reallocation of
assets among the Portfolios. See "Exchanges."
 
    PURCHASE AND REDEMPTION OF SHARES.  You may purchase shares of the
Portfolios only if you are a participant in the PACE Program. The minimum
initial investment in the Trust is $25,000 and any subsequent investment in the
Trust must be at a minimum of $500. The minimum initial investment in an
individual retirement account is $10,000. Shares of the Portfolios are offered
for purchase and redemption at their respective net asset values next determined
after receipt. You do not pay a sales charge in connection with purchases or
redemptions. As stated above under "PACE Program," for services provided to you
under the PACE Program, you pay PaineWebber a quarterly Program Fee at an annual
rate of up to 1.50% of the value of the shares of the Portfolios held in your
PaineWebber account. Certain participants are eligible for a reduction in the
Program Fee. See "Purchases" and "Redemptions."
 
    DIVIDENDS AND TAXES.  Dividends from the net investment income of PACE MONEY
MARKET INVESTMENTS are declared daily and paid monthly. Dividends from the net
investment income of PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE
INTERMEDIATE FIXED INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS,
PACE MUNICIPAL FIXED INCOME INVESTMENTS and PACE GLOBAL FIXED INCOME INVESTMENTS
are declared and paid monthly and may be accompanied by distributions of net
realized short-term capital gains and net realized gains from foreign currency
transactions, if any. Dividends from the net investment income of the six equity
Portfolios are declared and paid annually. Distributions of any undistributed
net realized gains from foreign currency transactions, net capital gain (the
excess of net long-term capital gain over net short-term capital loss) and
undistributed net realized short-term capital gain, if any, earned by a
Portfolio will be made annually. See "Dividends and Taxes."
 
    CUSTODIAN AND TRANSFER AGENT.  State Street Bank and Trust Company is
custodian of each Portfolio's assets and employs foreign sub-custodians to
provide custody of any Portfolio's foreign assets. PFPC Inc. is each Portfolio's
transfer and dividend disbursing agent (the "Transfer Agent").
 
                                       6
<PAGE>
                 (This page has been left blank intentionally.)
 
                                       7
<PAGE>
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                                 TRUST EXPENSES
 
   
    The following table lists the costs and expenses, including the separate
fees for the PACE Program, that you will incur either directly or indirectly as
a shareholder of each Portfolio based on the Portfolio's operating expenses for
the fiscal year ended July 31, 1998.
    
 
   
<TABLE>
<CAPTION>
                                                       PACE
                                                    GOVERNMENT        PACE           PACE           PACE           PACE
                                     PACE MONEY     SECURITIES    INTERMEDIATE    STRATEGIC      MUNICIPAL        GLOBAL
                                       MARKET      FIXED INCOME   FIXED INCOME   FIXED INCOME   FIXED INCOME   FIXED INCOME
                                     INVESTMENTS   INVESTMENTS    INVESTMENTS    INVESTMENTS    INVESTMENTS    INVESTMENTS
                                     -----------   ------------   ------------   ------------   ------------   ------------
<S>                                  <C>           <C>            <C>            <C>            <C>            <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Annual Program Fee (as a
 percentage of average value of
 Portfolio shares held on the last
 calendar day of the previous
 quarter)..........................          %             %              %              %              %              %
                                          ---           ---            ---            ---            ---            ---
                                          ---           ---            ---            ---            ---            ---
ANNUAL PORTFOLIO OPERATING
 EXPENSES*
 (as a percentage of average net
 assets)
Management Fees (Before Fee
 Waivers)**........................          %         0.50%          0.40%          0.50%          0.40%          0.60%
Distribution (Rule 12b-1)
 Expenses..........................          %             %              %              %              %              %
Other Expenses (Before Expense
 Reimbursements)+..................          %             %              %              %              %              %
                                          ---           ---            ---            ---            ---            ---
Total Portfolio Operating Expenses
 (Net of Fee Waivers and Expense
 Reimbursements)***................          %             %              %              %              %              %
                                          ---           ---            ---            ---            ---            ---
                                          ---           ---            ---            ---            ---            ---
</TABLE>
    
 
- ----------
 
  * Does not include the Program Fee.
 
 ** "Management Fees" is the total amount paid by the Portfolio including the
    amounts paid by Mitchell Hutchins to the Adviser for each Portfolio.
 
   
*** Mitchell Hutchins has voluntarily agreed to waive all or a portion of its
    management fees and reimburse certain operating expenses with respect to the
    Portfolios through July 31, 1999, which will lower the overall expenses of
    the Portfolios to the levels noted above. For the fiscal year ended July 31,
    1998, without such waivers and reimbursements, "Total Portfolio Operating
    Expenses," including an administration fee of 0.20% payable to Mitchell
    Hutchins by each Portfolio, for each Portfolio would have been     %,     %,
        %,     %,     %,     %,     %,     %,     %,     %,     % and     %,
    respectively.
    
 
   
  + Includes an administration fee of 0.20% payable to Mitchell Hutchins by each
    Portfolio.
    
 
                                       8
<PAGE>
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                     PACE
                                                       PACE           PACE          SMALL/                          PACE
                                     PACE LARGE       LARGE          SMALL/         MEDIUM                      INTERNATIONAL
                                       COMPANY       COMPANY         MEDIUM        COMPANY          PACE          EMERGING
                                        VALUE         GROWTH        COMPANY         GROWTH      INTERNATIONAL      MARKETS
                                       EQUITY         EQUITY      VALUE EQUITY      EQUITY         EQUITY          EQUITY
                                     INVESTMENTS   INVESTMENTS    INVESTMENTS    INVESTMENTS     INVESTMENTS     INVESTMENTS
                                     -----------   ------------   ------------   ------------   -------------   -------------
<S>                                  <C>           <C>            <C>            <C>            <C>             <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Annual Program Fee (as a
  percentage of average value of
  Portfolio shares held on the last
  calendar day of the previous
  quarter).........................          %             %              %              %               %               %
                                          ---           ---            ---            ---             ---             ---
                                          ---           ---            ---            ---             ---             ---
ANNUAL PORTFOLIO OPERATING
  EXPENSES*
  (as a percentage of average net
  assets)
Management Fees (Before Fee
  Waivers)**.......................          %             %              %              %               %               %
Distribution (Rule 12b-1)
  Expenses.........................
Other Expenses (Before Expense
  Reimbursements)+.................          %             %              %              %               %               %
                                          ---           ---            ---            ---             ---             ---
Total Portfolio Operating Expenses
  (Net of Fee Waivers and Expense
  Reimbursements)***...............          %             %              %              %               %               %
                                          ---           ---            ---            ---             ---             ---
                                          ---           ---            ---            ---             ---             ---
</TABLE>
    
 
- ----------
 
See footnotes on previous page.
 
                                       9
<PAGE>
   
    MANAGEMENT AND ADMINISTRATION FEES; EXPENSES.  Each Portfolio pays the
Manager a fee for its services that is computed daily and paid monthly at an
annual rate ranging among the Portfolios from 0.15% to 0.90% of the value of the
average daily net assets of the Portfolio. The fees of each Adviser are paid by
the Manager. Each Portfolio also pays Mitchell Hutchins an administration fee
that is computed daily and paid monthly at an annual rate of 0.20% of the value
of the average daily net assets of the Portfolio. The nature of the services
provided to, and the aggregate management and administration fees paid by, each
Portfolio are described under "Management." "Other Expenses" include the
administration fee and estimated fees for shareholder services, custodial fees,
legal and accounting fees, printing costs, registration fees, the costs of
regulatory compliance, and a Portfolio's allocated portion of the costs
associated with maintaining the Trust's legal existence and the costs involved
in the Trust's communications with shareholders. Through July 31, 1999, the
Manager has voluntarily agreed to waive all or a portion of the fees otherwise
payable to it and reimburse certain operating expenses of a Portfolio, in order
to have the Portfolios operate at the expense ratios indicated in the Expense
Table above.
    
 
EXAMPLE.
 
   
    The following example demonstrates the projected dollar amount of total
cumulative expenses that would be incurred over various periods with respect to
a hypothetical investment in the Portfolios through the PACE Program. These
amounts, which include the maximum fees for the PACE Program, are based upon (i)
payment by the Portfolios of operating expenses (net of fee waivers and expense
reimbursements) at the levels set forth in the Expense Table above and (ii) the
specific assumptions stated below.
    
 
    A shareholder would pay the following expenses on a $1,000 investment,
assuming (i) a 5% annual return and (ii) redemption at the end of each time
period:
 
   
<TABLE>
<CAPTION>
       PACE MONEY MARKET          PACE GOVERNMENT SECURITIES      PACE INTERMEDIATE FIXED
          INVESTMENTS              FIXED INCOME INVESTMENTS          INCOME INVESTMENTS
  ----------------------------   ----------------------------   ----------------------------
   1       3       5      10      1       3       5      10      1       3       5      10
  YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS
  ----   -----   -----   -----   ----   -----   -----   -----   ----   -----   -----   -----
  <S>    <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>     <C>
   $      $      $       $       $       $      $       $       $       $      $       $
</TABLE>
    
 
   
<TABLE>
<CAPTION>
      PACE STRATEGIC FIXED           PACE MUNICIPAL FIXED            PACE GLOBAL FIXED
       INCOME INVESTMENTS             INCOME INVESTMENTS             INCOME INVESTMENTS
  ----------------------------   ----------------------------   ----------------------------
   1       3       5      10      1       3       5      10      1       3       5      10
  YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS
  ----   -----   -----   -----   ----   -----   -----   -----   ----   -----   -----   -----
  <S>    <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>     <C>
   $      $      $       $       $       $      $       $       $       $      $       $
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                        PACE SMALL/
    PACE LARGE COMPANY VALUE      PACE LARGE COMPANY GROWTH         MEDIUM COMPANY VALUE
       EQUITY INVESTMENTS             EQUITY INVESTMENTS             EQUITY INVESTMENTS
  ----------------------------   ----------------------------   ----------------------------
   1       3       5      10      1       3       5      10      1       3       5      10
  YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS
  ----   -----   -----   -----   ----   -----   -----   -----   ----   -----   -----   -----
  <S>    <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>     <C>
   $      $      $       $       $       $      $       $       $       $      $       $
</TABLE>
    
 
   
<TABLE>
<CAPTION>
          PACE SMALL/
  MEDIUM COMPANY GROWTH EQUITY    PACE INTERNATIONAL EQUITY     PACE INTERNATIONAL EMERGING
          INVESTMENTS                    INVESTMENTS             MARKETS EQUITY INVESTMENTS
  ----------------------------   ----------------------------   ----------------------------
   1       3       5      10      1       3       5      10      1       3       5      10
  YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS
  ----   -----   -----   -----   ----   -----   -----   -----   ----   -----   -----   -----
  <S>    <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>     <C>
   $      $      $       $       $       $      $       $       $       $      $       $
</TABLE>
    
 
                                       10
<PAGE>
    This Example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Portfolio
Operating Expenses remain the same in the years shown. It also assumes payment
of the maximum PACE Program Fee of 1.50% of the value of the shares of the
Portfolios held in your PaineWebber account each year. The above tables and the
assumption in the Example of a 5% annual return are required by regulations of
the SEC applicable to all mutual funds; the assumed 5% annual return is not a
prediction of, and does not represent, the projected or actual performance of
the Portfolios' shares.
 
    THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND A PORTFOLIO'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE
SHOWN. The actual expenses attributable to each Portfolio's shares will depend
upon, among other things, the level of average net assets, the extent to which a
Portfolio incurs variable expenses, such as transfer agency costs, and whether
the Manager reimburses all or a portion of the Portfolio's expenses and/or
waives all or a portion of its management and administration fees.
 
                                       11
<PAGE>
- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
 
   
    The table below provides selected per share data and ratios for a share of
beneficial interest for the period shown. This information is supplemented by
the financial statements, accompanying notes, and the report of Ernst & Young
LLP, independent auditors, which appear in the Trust's Annual Report to
Shareholders for the fiscal year ended July 31, 1998 and are incorporated by
reference into the Statement of Additional Information. The financial statements
and notes, as well as the financial information in the table below, have been
audited by Ernst & Young LLP. Further information about the Trust's performance
is also included in the Annual Report to Shareholders, which may be obtained
without charge by calling 1-800-647-1568.
    
 
   
<TABLE>
<CAPTION>
                                                    PACE                                               PACE
                                                MONEY MARKET                                  GOVERNMENT SECURITIES
                                                INVESTMENTS                                  FIXED INCOME INVESTMENTS
                              ------------------------------------------------   ------------------------------------------------
                                                               FOR THE PERIOD                                     FOR THE PERIOD
                              FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+   FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+
                                  ENDED           ENDED           THROUGH            ENDED           ENDED           THROUGH
                              JULY 31, 1998   JULY 31, 1997    JULY 31, 1996     JULY 31, 1998   JULY 31, 1997    JULY 31, 1996
                              -------------   -------------   ----------------   -------------   -------------   ----------------
<S>                           <C>             <C>             <C>                <C>             <C>             <C>
Net asset value, beginning
 of period..................     $               $  1.00          $  1.00           $              $  12.07          $ 12.00
                              -------------   -------------       -------        -------------   -------------       -------
Net investment income.......                        0.05             0.05                              0.64             0.49
Net realized and unrealized
 gains (losses) from
 investments, futures
 contracts and foreign
 currency...................                          --               --                              0.58             0.03
                              -------------   -------------       -------        -------------   -------------       -------
Net increase from investment
 operations.................                        0.05             0.05                              1.22             0.52
                              -------------   -------------       -------        -------------   -------------       -------
Dividends from net
 investment income..........                       (0.05)           (0.05)                            (0.63)           (0.44)
Distributions from net
 realized gains.............                          --               --                             (0.05)           (0.01)
                              -------------   -------------       -------        -------------   -------------       -------
Total dividends and
 distributions..............                       (0.05)           (0.05)                            (0.68)           (0.45)
                              -------------   -------------       -------        -------------   -------------       -------
Net asset value, end of
 period.....................     $               $  1.00          $  1.00           $              $  12.61          $ 12.07
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Total investment return
 (1)........................                        5.13%            4.75%                            10.42%            4.35%
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Ratios/Supplemental Data:
Net assets, end of period
 (000's)....................     $               $16,070          $10,221           $              $101,606          $58,752
Ratio of:
Expenses to average net
 assets, net of fee waivers
 and expense
 reimbursements.............                        0.50%            0.50%*                            1.57%**          0.85%*
Expenses to average net
 assets, before fee waivers
 and expense
 reimbursements.............                        1.89%            2.40%*                            1.70%**          1.15%*
Net investment income to
 average net assets, net of
 fee waivers and expense
 reimbursements.............                        5.04%            4.93%*                            5.44%**          5.09%*
Net investment income to
 average net assets, before
 fee waivers and expense
 reimbursements.............                        3.65%            3.03%*                            5.31%**          4.79%*
Portfolio turnover..........                          --               --                               712%++           978%
</TABLE>
    
 
- -------------
 
 +   Commencement of operations
 
 ++  See "Portfolio Turnover" for discussion of the portfolio turnover.
 
 *   Annualized
 
 **  Includes 0.72% of interest expense related to the reverse repurchase
     agreement transactions entered into during the fiscal year.
 
(1)  Total investment return is calculated assuming a $1,000 investment on the
     first day of each period reported, reinvestment of all dividends at net
     asset value on the payable dates, and a sale at net asset value on the last
     day of each period reported. The figures do not include the PACE Program
     Fee; results would be lower if this fee was included. Total investment
     return for period of less than one year has not been annualized.
 
                                       12
<PAGE>
       -------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                    PACE                                               PACE
                                         INTERMEDIATE FIXED INCOME                            STRATEGIC FIXED INCOME
                                                INVESTMENTS                                        INVESTMENTS
                              ------------------------------------------------   ------------------------------------------------
                                                               FOR THE PERIOD                                     FOR THE PERIOD
                              FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+   FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+
                                  ENDED           ENDED           THROUGH            ENDED           ENDED           THROUGH
                              JULY 31, 1998   JULY 31, 1997    JULY 31, 1996     JULY 31, 1998   JULY 31, 1997    JULY 31, 1996
                              -------------   -------------   ----------------   -------------   -------------   ----------------
<S>                           <C>             <C>             <C>                <C>             <C>             <C>
Net asset value, beginning
of period...................    $               $ 11.95           $ 12.00          $               $ 12.44           $ 12.00
                              -------------   -------------       -------        -------------   -------------       -------
Net investment income.......                       0.66              0.53                             0.67              0.59
Net realized and unrealized
gains (losses) from
investments, futures
contracts and foreign
currency transactions.......                       0.28             (0.09)                            0.70              0.38
                              -------------   -------------       -------        -------------   -------------       -------
Net increase (decrease) from
investment operations.......                       0.94              0.44                             1.37              0.97
                              -------------   -------------       -------        -------------   -------------       -------
Dividends from net
investment income...........                      (0.66)            (0.48)                           (0.67)            (0.52)
Distributions from net
realized gains..............                         --             (0.01)                           (0.10)            (0.01)
                              -------------   -------------       -------        -------------   -------------       -------
Total dividends and
distributions...............                      (0.66)            (0.49)                           (0.77)            (0.53)
                              -------------   -------------       -------        -------------   -------------       -------
Net asset value, end of
period......................    $               $ 12.23           $ 11.95          $               $ 13.04           $ 12.44
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Total investment return
(1).........................                       8.14%             3.59%                           11.35%             8.15%
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Ratios/ Supplemental Data:
Net assets, end of period
(000's)                         $               $66,751           $41,273          $               $75,174           $42,550
Ratio of:
Expenses to average net
assets, net of fee waivers
and expense reimbursements..                       0.85%             0.85%*                           0.85%             0.85%*
Expenses to average net
assets, before fee waivers
and expense reimbursements..                       0.99%             1.23%*                           1.10%             1.40%*
Net investment income to
average net assets, net of
fee waivers and expense
reimbursements..............                       5.70%             5.56%*                           5.69%             5.85%*
Net investment income to
average net assets, before
fee waivers and expense
reimbursements..............                       5.56%             5.18%*                           5.44%             5.30%*
Portfolio turnover..........                         67%               36%                             357%++            166%
 
<CAPTION>
                                                     PACE
                                            MUNICIPAL FIXED INCOME
                                                 INVESTMENTS
                              --------------------------------------------------
                                                                 FOR THE PERIOD
                               FOR THE YEAR     FOR THE YEAR    AUGUST 24, 1995+
                                  ENDED            ENDED            THROUGH
                              JULY 31, 1998    JULY 31, 1997     JULY 31, 1996
                              --------------   --------------   ----------------
<S>                           <C>              <C>              <C>
Net asset value, beginning
of period...................     $                $ 12.32           $ 12.00
                                 -------          -------           -------
Net investment income.......                         0.61              0.49
Net realized and unrealized
gains (losses) from
investments, futures
contracts and foreign
currency transactions.......                         0.38              0.27
                                 -------          -------           -------
Net increase (decrease) from
investment operations.......                         0.99              0.76
                                 -------          -------           -------
Dividends from net
investment income...........                        (0.61)            (0.43)
Distributions from net
realized gains..............                        (0.03)            (0.01)
                                 -------          -------           -------
Total dividends and
distributions...............                        (0.64)            (0.44)
                                 -------          -------           -------
Net asset value, end of
period......................     $                $ 12.67           $ 12.32
                                 -------          -------           -------
                                 -------          -------           -------
Total investment return
(1).........................                         8.30%             6.38%
                                 -------          -------           -------
                                 -------          -------           -------
Ratios/ Supplemental Data:
Net assets, end of period
(000's)                          $                $34,292           $17,765
Ratio of:
Expenses to average net
assets, net of fee waivers
and expense reimbursements..                         0.85%             0.85%*
Expenses to average net
assets, before fee waivers
and expense reimbursements..                         1.40%             1.74%*
Net investment income to
average net assets, net of
fee waivers and expense
reimbursements..............                         5.08%             4.95%*
Net investment income to
average net assets, before
fee waivers and expense
reimbursements..............                         4.53%             4.07%*
Portfolio turnover..........                           15%               78%
 
<CAPTION>
                                                     PACE
                                             GLOBAL FIXED INCOME
                                                 INVESTMENTS
                              --------------------------------------------------
                                                                 FOR THE PERIOD
                               FOR THE YEAR     FOR THE YEAR    AUGUST 24, 1995+
                                  ENDED            ENDED            THROUGH
                              JULY 31, 1998    JULY 31, 1997     JULY 31, 1996
                              --------------   --------------   ----------------
Net asset value, beginning
of period...................     $                $ 12.33           $ 12.00
                                 -------          -------           -------
Net investment income.......                         0.64              0.53
Net realized and unrealized
gains (losses) from
investments, futures
contracts and foreign
currency transactions.......                        (0.21)             0.27
                                 -------          -------           -------
Net increase (decrease) from
investment operations.......                         0.43              0.80
                                 -------          -------           -------
Dividends from net
investment income...........                        (0.51)            (0.46)
Distributions from net
realized gains..............                        (0.08)            (0.01)
                                 -------          -------           -------
Total dividends and
distributions...............                        (0.59)            (0.47)
                                 -------          -------           -------
Net asset value, end of
period......................     $                $ 12.17           $ 12.33
                                 -------          -------           -------
                                 -------          -------           -------
Total investment return
(1).........................                         3.54%             6.68%
                                 -------          -------           -------
                                 -------          -------           -------
Ratios/ Supplemental Data:
Net assets, end of period
(000's)                          $                $60,279           $38,296
Ratio of:
Expenses to average net
assets, net of fee waivers
and expense reimbursements..                         0.95%             0.95%*
Expenses to average net
assets, before fee waivers
and expense reimbursements..                         1.29%             1.61%*
Net investment income to
average net assets, net of
fee waivers and expense
reimbursements..............                         5.36%             5.24%*
Net investment income to
average net assets, before
fee waivers and expense
reimbursements..............                         5.02%             4.58%*
Portfolio turnover..........                          270%++            197%
</TABLE>
    
 
                                       13
<PAGE>
- --------------------------------------------------------------------------------
                        FINANCIAL HIGHLIGHTS (CONTINUED)
 
   
<TABLE>
<CAPTION>
                                                    PACE                                               PACE
                                            LARGE COMPANY VALUE                                LARGE COMPANY GROWTH
                                             EQUITY INVESTMENTS                                 EQUITY INVESTMENTS
                              ------------------------------------------------   ------------------------------------------------
                                                               FOR THE PERIOD                                     FOR THE PERIOD
                              FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+   FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+
                                  ENDED           ENDED           THROUGH            ENDED           ENDED           THROUGH
                              JULY 31, 1998   JULY 31, 1997    JULY 31, 1996     JULY 31, 1998   JULY 31, 1997    JULY 31, 1996
                              -------------   -------------   ----------------   -------------   -------------   ----------------
<S>                           <C>             <C>             <C>                <C>             <C>             <C>
Net asset value, beginning
  of period.................    $               $  14.07          $ 12.00          $               $  13.27          $ 12.00
                              -------------   -------------       -------        -------------   -------------       -------
Net investment income.......                        0.11             0.12                              0.03             0.03
Net realized and unrealized
  gains (losses) from
  investments, futures
  contracts and foreign
  currency..................                        6.61             2.02                              6.01             1.26
                              -------------   -------------       -------        -------------   -------------       -------
Net increase (decrease) from
  investment operations.....                        6.72             2.14                              6.04             1.29
                              -------------   -------------       -------        -------------   -------------       -------
Dividends from net
  investment income.........                       (0.11)           (0.05)                            (0.03)           (0.02)
Distributions from net
  realized gains............                       (0.65)           (0.02)                               --               --
                              -------------   -------------       -------        -------------   -------------       -------
Total dividends and
  distributions.............                       (0.76)           (0.07)                            (0.03)           (0.02)
                              -------------   -------------       -------        -------------   -------------       -------
Net asset value, end of
  period....................    $               $  20.03          $ 14.07          $               $  19.28          $ 13.27
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Total investment return
  (1).......................                       49.13%           17.90%                            45.61%           10.76%
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Ratios/Supplemental Data:
Net assets, end of period
  (000's)...................    $               $180,807          $80,897          $               $160,334          $69,248
Ratio of:
Expenses to average net
  assets, net of fee waivers
  and expense
  reimbursements............                        1.00%            1.00%*                            1.00%            1.00%*
Expenses to average net
  assets, before fee waivers
  and expense
  reimbursements............                        1.06%            1.40%*                            1.05%            1.33%*
Net investment income (loss)
  to average net assets, net
  of fee waivers and expense
  reimbursements............                        0.81%            1.22%*                            0.22%            0.33%*
Net investment income (loss)
  to average net assets,
  before fee waivers and
  expense reimbursements....                        0.75%            0.82%*                            0.17%           (0.01)%*
Portfolio turnover..........                          46%              38%                               73%              65%
Average commission rate paid
  (2).......................    $               $ 0.0455               --          $               $ 0.0498               --
</TABLE>
    
 
- ------------------------
 +      Commencement of operations
 ++     See "Portfolio Turnover" for discussion of the portfolio turnover.
 *      Annualized
   
 #      Investment advisory functions for this Portfolio were transferred from
        Westfield Capital Management Company, Inc. to Delaware Management
        Company, Inc. on December 17, 1996.
    
(1)     Total investment return is calculated assuming a $1,000 investment on
        the first day of each period reported, reinvestment of all dividends and
        distributions, if any, at net asset value on the payable dates, and a
        sale at net asset value on the last day of each period reported. The
        figures do not include the PACE Program Fee; results for each Portfolio
        would be lower if this fee was included. Total investment returns for
        periods of less than one year have not been annualized.
(2)     Effective for fiscal years beginning on or after September 1, 1995,
        certain Portfolios are required to disclose the average commission rate
        paid per share of common stock investments purchased or sold.
 
                                       14
<PAGE>
    ----------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                    PACE                                               PACE
                                         SMALL/MEDIUM COMPANY VALUE                            SMALL/MEDIUM COMPANY
                                             EQUITY INVESTMENTS                             GROWTH EQUITY INVESTMENTS
                              ------------------------------------------------   ------------------------------------------------
                                                               FOR THE PERIOD                    FOR THE YEAR     FOR THE PERIOD
                              FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+   FOR THE YEAR        ENDED       AUGUST 24, 1995+
                                  ENDED           ENDED           THROUGH            ENDED         JULY 31,          THROUGH
                              JULY 31, 1998   JULY 31, 1997    JULY 31, 1996     JULY 31, 1998       1997#        JULY 31, 1996
                              -------------   -------------   ----------------   -------------   -------------   ----------------
<S>                           <C>             <C>             <C>                <C>             <C>             <C>
Net asset value, beginning
of period...................    $               $  12.29          $ 12.00          $               $  11.20          $ 12.00
                              -------------   -------------       -------        -------------   -------------       -------
Net investment income.......                        0.12             0.10                             (0.02)            0.00
Net realized and unrealized
gains (losses) from
investments, futures
contracts and foreign
currency transactions.......                        5.55             0.23                              3.26            (0.78)
                              -------------   -------------       -------        -------------   -------------       -------
Net increase (decrease) from
investment operations.......                        5.67             0.33                              3.24            (0.78)
                              -------------   -------------       -------        -------------   -------------       -------
Dividends from net
investment income...........                       (0.10)           (0.04)                               --            (0.02)
Distributions from net
realized gains..............                       (0.34)              --                                --               --
                              -------------   -------------       -------        -------------   -------------       -------
Total dividends and
distributions...............                       (0.44)           (0.04)                               --            (0.02)
                              -------------   -------------       -------        -------------   -------------       -------
Net asset value, end of
period......................    $               $  17.52          $ 12.29          $               $  14.44          $ 11.20
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Total investment return
(1).........................                       46.99%            2.76%                            28.93%           (6.55)%
                              -------------   -------------       -------        -------------   -------------       -------
                              -------------   -------------       -------        -------------   -------------       -------
Ratios/ Supplemental Data:
Net assets, end of period
(000's)                         $               $135,047          $63,894          $               $125,609          $63,364
Ratio of:
Expenses to average net
assets, net of fee waivers
and expense reimbursements..                        1.00%            1.00%*                            1.00%            1.00%*
Expenses to average net
assets, before fee waivers
and expense reimbursements..                        1.12%            1.51%*                            1.08%            1.27%*
Net investment income (loss)
to average net assets, net
of fee waivers and expense
reimbursements..............                        1.00%            1.07%*                           (0.21)%          (0.14)%*
Net investment income (loss)
to average net assets,
before fee waivers and
expense reimbursements......                        0.88%            0.56%*                           (0.29)%          (0.41)%*
Portfolio turnover..........                          39%              30%                              247%++           115%
Average commission rate paid
(2).........................    $               $ 0.0492               --          $               $ 0.0532               --
 
<CAPTION>
                                                    PACE
                                            INTERNATIONAL EQUITY
                                                INVESTMENTS
                              ------------------------------------------------
                                                               FOR THE PERIOD
                              FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+
                                  ENDED           ENDED           THROUGH
                              JULY 31, 1998   JULY 31, 1997    JULY 31, 1996
                              -------------   -------------   ----------------
<S>                           <C>             <C>             <C>
Net asset value, beginning
of period...................    $               $  12.79          $ 12.00
                              -------------   -------------       -------
Net investment income.......                        0.10             0.12
Net realized and unrealized
gains (losses) from
investments, futures
contracts and foreign
currency transactions.......                        2.97             0.73
                              -------------   -------------       -------
Net increase (decrease) from
investment operations.......                        3.07             0.85
                              -------------   -------------       -------
Dividends from net
investment income...........                       (0.13)           (0.06)
Distributions from net
realized gains..............                       (0.07)              --
                              -------------   -------------       -------
Total dividends and
distributions...............                       (0.20)           (0.06)
                              -------------   -------------       -------
Net asset value, end of
period......................    $               $  15.66          $ 12.79
                              -------------   -------------       -------
                              -------------   -------------       -------
Total investment return
(1).........................                       24.30%            7.08%
                              -------------   -------------       -------
                              -------------   -------------       -------
Ratios/ Supplemental Data:
Net assets, end of period
(000's)                         $               $102,979          $45,331
Ratio of:
Expenses to average net
assets, net of fee waivers
and expense reimbursements..                        1.35%            1.50%*
Expenses to average net
assets, before fee waivers
and expense reimbursements..                        1.35%            1.81%*
Net investment income (loss)
to average net assets, net
of fee waivers and expense
reimbursements..............                        0.95%            1.35%*
Net investment income (loss)
to average net assets,
before fee waivers and
expense reimbursements......                        0.95%            1.04%*
Portfolio turnover..........                          55%              25%
Average commission rate paid
(2).........................    $               $ 0.0183               --
 
<CAPTION>
                                                    PACE
                                           INTERNATIONAL EMERGING
                                         MARKETS EQUITY INVESTMENTS
                              ------------------------------------------------
                                                               FOR THE PERIOD
                              FOR THE YEAR    FOR THE YEAR    AUGUST 24, 1995+
                                  ENDED           ENDED           THROUGH
                              JULY 31, 1998   JULY 31, 1997    JULY 31, 1996
                              -------------   -------------   ----------------
Net asset value, beginning
of period...................    $                $ 12.49          $ 12.00
                              -------------   -------------       -------
Net investment income.......                        0.06             0.07
Net realized and unrealized
gains (losses) from
investments, futures
contracts and foreign
currency transactions.......                        3.09             0.44
                              -------------   -------------       -------
Net increase (decrease) from
investment operations.......                        3.15             0.51
                              -------------   -------------       -------
Dividends from net
investment income...........                       (0.04)           (0.02)
Distributions from net
realized gains..............                          --               --
                              -------------   -------------       -------
Total dividends and
distributions...............                       (0.04)           (0.02)
                              -------------   -------------       -------
Net asset value, end of
period......................    $                $ 15.60          $ 12.49
                              -------------   -------------       -------
                              -------------   -------------       -------
Total investment return
(1).........................                       25.31%            4.23%
                              -------------   -------------       -------
                              -------------   -------------       -------
Ratios/ Supplemental Data:
Net assets, end of period
(000's)                         $                $54,759          $25,481
Ratio of:
Expenses to average net
assets, net of fee waivers
and expense reimbursements..                        1.50%            1.50%*
Expenses to average net
assets, before fee waivers
and expense reimbursements..                        2.09%            2.35%*
Net investment income (loss)
to average net assets, net
of fee waivers and expense
reimbursements..............                        0.63%            0.94%*
Net investment income (loss)
to average net assets,
before fee waivers and
expense reimbursements......                        0.04%            0.08%*
Portfolio turnover..........                          39%              22%
Average commission rate paid
(2).........................    $                $0.0011               --
</TABLE>
    
 
                                       15
<PAGE>
     INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS AND RISK FACTORS
 
    A description of the investment objective and policies of each Portfolio
follows. There can be no assurance that a Portfolio will achieve its investment
objective. The investment objective of a Portfolio is a fundamental policy and
may not be changed without the approval by vote of the shareholders of that
Portfolio. See the SAI for a further definition of approval by vote of the
shareholders. Unless otherwise specified, the other investment policies of a
Portfolio are not fundamental and can be changed by the board of trustees acting
alone. Further information about the investment policies of each Portfolio,
including a list of those restrictions on its investment activities that cannot
be changed without shareholder approval, appears in the "Investment Policies and
Restrictions" section of the SAI.
 
PACE MONEY MARKET INVESTMENTS
 
    Adviser: Mitchell Hutchins Asset
Management Inc.
 
    Objective: Current income consistent with preservation of capital and
liquidity
 
   
    PACE MONEY MARKET INVESTMENTS seeks to achieve its investment objective by
investing in high quality money market instruments including (1) U.S. government
securities, (2) obligations of U.S. and foreign banks, (3) commercial paper and
other short-term obligations of U.S. and foreign companies, governments and
similar entities, including variable and floating rate securities, and (4)
repurchase agreements involving any of the foregoing. The Portfolio may also
purchase participation interests in any of the securities in which it is
permitted to invest. Participation interests are pro rata interests in
securities held by others (i.e., banks or brokers). The Portfolio invests only
in U.S. dollar-denominated securities that have remaining maturities of 397 days
or less at the time of purchase. The Portfolio maintains a dollar-weighted
average portfolio maturity of 90 days or less.
    
 
    The Portfolio may invest in obligations (including certificates of deposit,
bankers' acceptances, time deposits, and similar obligations) of U.S and foreign
banks having total assets at the time of purchase in excess of $1.5 billion. The
Portfolio may also make interest-bearing savings deposits in U.S. commercial and
savings banks having total assets of $1.5 billion or less, in principal amounts
at each such bank not greater than are insured by the Federal Deposit Insurance
Corporation, provided that the aggregate amount of such deposits (plus interest
earned) does not exceed 5% of the value of the Portfolio's assets.
 
   
    The commercial paper and other short-term obligations purchased by the
Portfolio consist only of obligations that are "First Tier Securities" as
defined in Rule 2a-7 under the 1940 Act. As so defined, First Tier Securities
include securities that are rated in the highest short-term rating category by
at least two nationally recognized statistical rating organizations ("NRSROs")
or by one NRSRO if only one NRSRO has assigned the obligation a short-term
rating. First Tier Securities also include unrated securities if Mitchell
Hutchins has determined the obligations to be of comparable quality to rated
securities that so qualify. The Portfolio generally may invest no more than 5%
of its total assets in the securities of a single issuer (other than securities
issued by the U.S. government, its agencies or instrumentalities).
    
 
    The Portfolio follows these policies to maintain a constant net asset value
of $1.00 per share, although there can be no assurance it will be able to do so.
The yield and value of Portfolio shares and the yield and value of Portfolio
securities are also not insured or guaranteed by the U.S. government. The yield
attained by the Portfolio may not be as high as that of other funds that invest
in lower quality or longer term securities. See "Other Investment Policies and
Risk Factors" for other investment policies of the Portfolio.
 
PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS
 
    Adviser: Pacific Investment Management Company
 
    Objective: Current income
 
    PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS seeks to achieve its
investment objective by investing primarily in U.S. government and agency
securities of varying
 
                                       16
<PAGE>
maturities, as well as mortgage-backed securities, with a dollar-weighted
average portfolio duration of between two and seven years. Under normal
conditions, the Portfolio invests at least 65% of its total assets in U.S.
government Fixed Income Securities, which include U.S. Treasury obligations and
obligations issued or guaranteed by U.S. government agencies or
instrumentalities and repurchase agreements with respect to these securities.
"Fixed Income Securities" include debt instruments the interest payment on which
may be fixed, variable or floating and also includes zero coupon securities
which pay no interest until maturity.
 
    The Portfolio may invest in U.S. government securities that are backed by
the full faith and credit of the U.S. government, such as Government National
Mortgage Association mortgage-backed securities ("GNMA certificates"),
securities that are supported primarily or solely by the creditworthiness of the
issuer, such as securities issued by the Resolution Funding Corporation ("RFC")
and the Tennessee Valley Authority ("TVA"), and securities that are supported
primarily or solely by specific pools of assets and the creditworthiness of a
U.S. government-related issuer, such as mortgage-backed securities issued by the
Federal National Mortgage Association ("FNMA"), the Federal Home Loan Mortgage
Corporation ("FHLMC") or the Resolution Trust Corporation ("RTC").
 
    The Portfolio also may invest in certain zero coupon securities that are
U.S. Treasury notes and bonds that have been stripped of their unmatured
interest coupon receipts or interests in such U.S. Treasury securities or
coupons, including Certificates of Accrual Treasury Securities ("CATS") and
Treasury Income Growth Receipts ("TIGRs"). The SEC staff currently takes the
position that "stripped" U.S. government securities that are not issued through
the U.S. Treasury STRIPS program are not U.S. government securities. As long as
the SEC takes this position, CATS and TIGRs will not be considered U.S.
government securities for purposes of the 65% investment requirement. See "Other
Investment Policies and Risk Factors--Risks of Mortgage- and Asset-Backed
Securities" for further discussion of the mortgage- and asset-backed securities
in which the Portfolio may invest.
 
    The Portfolio may invest up to 35% of its total assets in mortgage-backed
securities that are issued by private issuers and in debt securities of other
corporate issuers. In an effort to maintain a dollar-weighted average portfolio
duration of between two and seven years, the Adviser monitors the prepayment
experience of the underlying mortgage pools of the Portfolio's mortgage-related
securities and will purchase and sell securities in the Portfolio to shorten or
lengthen the average duration of the Portfolio, as appropriate.
 
    The Portfolio's investments in Fixed Income Securities are limited to those
that are rated at least A by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") (or, if
unrated, determined by the Adviser to be of comparable quality). See the
Appendix to the SAI for a description of Moody's and S&P's ratings. In addition,
the Portfolio will not acquire a security if, as a result, more than 25% of the
Portfolio's total assets would be invested in securities rated below AAA, or if
more than 10% of the Portfolio's total assets would be invested in securities
rated A.
 
   
    The Portfolio may use options, futures contracts, options on futures
contracts and interest rate protection transactions, dollar rolls and reverse
repurchase agreements for hedging and income and return enhancement purposes.
See "Other Investment Policies and Risk Factors" for further discussion of
hedging and related strategies and other investment policies of the Portfolio.
    
 
PACE INTERMEDIATE FIXED INCOME INVESTMENTS
 
    Adviser: Pacific Income Advisers, Inc.
 
    Objective: Current income, consistent with reasonable stability of principal
 
    PACE INTERMEDIATE FIXED INCOME INVESTMENTS seeks to achieve its objectives
through investment in Fixed Income Securities with a dollar-weighted average
portfolio duration of between two and four and one-half years. Under normal
conditions, the Portfolio invests at least 65% of its total assets in U.S.
 
                                       17
<PAGE>
   
government securities, corporate bonds, debentures, non-convertible Fixed Income
Securities, preferred stocks, mortgage-related securities, Eurodollar
certificates of deposit, Eurodollar bonds and Yankee bonds. ("Eurodollar Bonds"
are U.S. dollar-denominated obligations of issuers that are located outside the
United States, primarily in Europe. "Yankee bonds" are U.S. dollar-denominated
obligations of foreign issuers.) The Portfolio also may invest up to 10% of its
total assets in securities denominated in foreign currencies of developed
countries. The Portfolio limits its investments to investment grade securities,
which are securities rated within the four highest categories established by at
least one NRSRO (e.g., Moody's or S&P) and unrated securities determined by the
Adviser to be of comparable quality. Securities in the lowest of those four
categories, i.e., rated Baa by Moody's or BBB by S&P, have speculative
characteristics and are subject to greater risks. See the Appendix to the SAI
for a description of Moody's and S&P ratings and "Other Investment Policies and
Risk Factors--Debt Securities" for a description of certain risks associated
with securities in the fourth highest rating category. The Portfolio may use
options, futures contracts and options on futures contracts for hedging and
income and return enhancement purposes. See "Other Investment Policies and Risk
Factors" for further discussion of hedging and related strategies and other
investment policies of the Portfolio.
    
 
    In an effort to maintain a dollar-weighted average portfolio duration of
between two and four and one-half years, the Adviser monitors the prepayment
experience of the underlying mortgage pools of the Portfolio's mortgage-related
securities and will purchase and sell securities in the Portfolio to shorten or
lengthen the duration of the Portfolio, as appropriate.
 
PACE STRATEGIC FIXED INCOME INVESTMENTS
 
    Adviser: Pacific Investment Management Company
 
    Objective: Total return consisting of income and capital appreciation
 
    PACE STRATEGIC FIXED INCOME INVESTMENTS seeks to achieve its investment
objective by investing in a portfolio of Fixed Income Securities of varying
maturities with a dollar-weighted average portfolio duration of between three
and eight years. Portfolio holdings will be invested in areas of the bond market
(based on quality, sector, coupon or maturity) which the Adviser believes to be
relatively undervalued.
 
    Under normal conditions, the Portfolio invests at least 65% of its assets in
Fixed Income Securities which include obligations issued or guaranteed by the
U.S. government, its agencies and instrumentalities, corporate and other debt
obligations, convertible securities, mortgage- and asset-backed securities,
obligations of foreign governments or their subdivisions, agencies or
instrumentalities, obligations of supranational and quasi-governmental entities,
commercial paper, certificates of deposit, money market instruments, foreign
currency exchange-related securities and loan participations and assignments.
The Portfolio may invest up to 35% of its total assets in privately issued
mortgage-related securities. All of the securities purchased for the Portfolio
will be investment grade (rated at least Baa by Moody's or BBB by S&P, or, if
unrated, determined by the Adviser to be of comparable quality), except that the
Portfolio may invest up to 20% of its total assets in securities rated below
investment grade, but rated at least B by Moody's or S&P, or determined by the
Adviser to be of comparable quality. In the event that, due to a downgrade of
one or more debt securities, an amount in excess of 20% of the Portfolio's total
assets is held in securities rated below investment grade and comparable unrated
securities, the Adviser will engage in an orderly disposition of such securities
to the extent necessary to reduce the Portfolio's holdings thereof. Securities
rated Baa or lower by Moody's or BBB or lower by S&P have speculative
characteristics and are subject to greater risks. See "Other Investment Policies
and Risk Factors--Debt Securities" below and the Appendix in the SAI for a
description of Moody's and S&P ratings.
 
   
    The Portfolio may invest up to 20% of its total assets in a combination of
U.S. dollar-denominated debt of any foreign issuer, Yankee bonds, Eurodollar
bonds and debt securities denominated in foreign currencies, except that not
more than 10% of the Portfolio's total assets shall be invested in debt
securities denominated in foreign currencies. The Portfolio may use forward
currency contracts, currency options, currency futures and options
    
 
                                       18
<PAGE>
   
thereon to hedge against unfavorable changes in currency exchange rates and for
income and return enhancement purposes. The Portfolio also may use options,
futures contracts, options on futures contracts, interest rate protection
transactions, dollar rolls and reverse repurchase agreements for hedging and
income and return enhancement purposes. See "Other Investment Policies and Risk
Factors" for further discussion of hedging and related strategies and other
investment policies of the Portfolio.
    
 
PACE MUNICIPAL FIXED INCOME INVESTMENTS
 
    Adviser: Morgan Grenfell Capital
Management, Incorporated
 
    Objective: High current income exempt from federal income tax
 
    PACE MUNICIPAL FIXED INCOME INVESTMENTS seeks to achieve its investment
objective through investment in general obligation, revenue and private activity
bonds and notes, the interest on which is exempt from federal income tax, with a
dollar-weighted portfolio duration of between three and seven years.
 
    Under normal conditions, the Portfolio invests at least 80% of its total
assets in general obligation, revenue and private activity bonds and notes that
are issued by or on behalf of states, territories and possessions of the United
States and the District of Columbia and their political subdivisions, agencies
and instrumentalities, or multi-state agencies or authorities, the interest on
which, in the opinion of counsel to the issuer of the instrument, is exempt from
federal income tax ("Municipal Obligations"), including municipal bonds,
industrial development bonds ("IDBs"), municipal lease obligations and
certificates of participation therein, put bonds and private activity bonds
("PABs"). The Portfolio also will not invest more than 25% of its total assets
in Municipal Obligations whose issuers are located in the same state or more
than 25% of its total assets in Municipal Obligations that are secured by
revenues from entities in a particular industry category, except that the
Portfolio may invest up to 50% of its total assets in public housing
authorities, and state and local housing finance authorities, including bonds
that are secured or backed by the U.S. Treasury or other U.S. government
guaranteed securities. To the extent the Portfolio concentrates its investments
in single family and multi-family housing obligations, the Portfolio will be
subject to the peculiar risks associated with investments in such obligations,
including prepayment risks and the risks of default on housing loans, which may
be affected by economic conditions and other factors relating to such
obligations.
 
    The Portfolio will include Municipal Obligations of varying maturities with
a dollar-weighted average portfolio duration of between three and seven years.
Portfolio composition generally covers a range of maturities with geographic and
issuer diversification. The Portfolio may invest in PABs collateralized by
letters of credit issued by banks having stockholders' equity in excess of $100
million as of the date of their most recently published statement of financial
condition. The Portfolio may also invest in variable rate Municipal Obligations,
most of which permit the holder thereof to receive the principal amount on
demand upon seven days' notice. The Portfolio limits its investments to
Municipal Obligations that are rated at least A, MIG-2 or Prime 2 by Moody's or
A, SP-2 or A-2 by S&P at the time of investment or unrated securities determined
to be of comparable quality by the Adviser, except that up to 15% of its total
assets may be invested in municipal bonds that, at the time of purchase, are
rated Baa by Moody's or BBB by S&P, or if unrated, are determined by the Adviser
to be of comparable quality. Municipal Obligations in the lowest investment
grade category are considered medium grade securities and have speculative
characteristics. See "Other Investment Policies and Risk Factors--Debt
Securities" for a discussion of certain risks associated with securities rated
in the fourth highest rating category.
 
    The Portfolio may invest without limit in PABs, although it does not
currently expect to invest more than 25% of its total assets in PABs. Dividends
attributable to interest income on certain types of PABs issued after August 15,
1986 to finance non-governmental activities are a tax preference item for
purposes of the federal alternative minimum tax ("AMT"). Although no assurance
can be given, the Adviser will endeavor to manage the Portfolio so that no more
than 25% of the interest income will be a tax preference item. Dividends derived
from interest income on all Municipal
 
                                       19
<PAGE>
Obligations are a component of the "current earnings" adjustment for
corporations for purposes of the AMT.
 
    Under normal circumstances, the Portfolio may invest up to 20% of its total
assets in certain taxable securities to maintain liquidity. In addition, for
temporary defensive purposes during periods when the Adviser determines that
market conditions warrant, the Portfolio may invest without limit in such
taxable securities. See "Other Investment Policies and Risk Factors" for further
discussion of other investment policies of the Portfolio.
 
PACE GLOBAL FIXED INCOME INVESTMENTS
 
    Adviser: Rogge Global Partners plc
 
    Objective: High total return
 
    PACE GLOBAL FIXED INCOME INVESTMENTS seeks to achieve its investment
objective by investing primarily in high-grade Fixed Income Securities issued by
domestic and foreign governments and supranational entities and private issuers
located overseas, with a dollar-weighted average duration of between four and
eight years. Under normal conditions, at least 65% of the value of the
Portfolio's total assets will be invested in domestic and foreign bonds issued
by governments, companies and supranational organizations such as the
International Bank for Reconstruction and Development (commonly known as the
"World Bank"), Asian Development Bank, European Investment Bank and European
Economic Community. Bonds are viewed by the Portfolio to include Fixed Income
Securities of any maturity. Under normal market conditions, investments will be
made in a minimum of four countries, one of which may be the United States. For
temporary defensive purposes, the Portfolio may invest in securities of only one
country, including the United States. The Portfolio may invest in non-U.S.
dollar denominated securities.
 
    The Portfolio will include Fixed Income Securities of varying maturities
with a dollar-weighted average portfolio duration of between four and eight
years. The Portfolio's quality standards limit its investments to those rated
within the three highest grades assigned by Moody's or S&P, or unrated
securities determined by the Adviser to be of comparable quality, except for
bonds issued by companies and governments in emerging markets.
 
    The Portfolio may invest up to 10% of its total assets in bonds issued by
companies and governments in emerging countries that at the time of purchase,
are rated Baa or Ba by Moody's or BBB or BB by S&P or are unrated but determined
to be of comparable quality by the Adviser. For purposes of this Portfolio,
"emerging countries" are those countries not included in the Morgan Stanley
Capital International World Index ("MSCI Index") of major world economies.
Malaysia will be considered an emerging market country for purposes of this
Portfolio.
 
    Bonds rated below investment grade are deemed by these agencies to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal and may involve major risk exposure to adverse conditions.
These securities are commonly referred to as "junk bonds." In the event that,
due to a downgrade of one or more debt securities, an amount in excess of 10% of
the total assets of the Portfolio is held in securities rated below investment
grade and comparable unrated securities, the Adviser will engage in an orderly
disposition of such securities to the extent necessary to reduce the Portfolio's
holdings thereof.
 
   
    The emerging countries in which the Portfolio may invest tend to be in the
less economically developed regions of the world. General characteristics of
emerging countries also include lower degrees of political stability, a high
demand for capital investment, a high dependence on export markets for their
major industries, a need to develop basic economic infra-structures and rapid
economic growth. The Adviser believes that investments in bonds issued in
emerging countries offer the opportunity for significant long-term investment
returns; however, these investments generally are lower quality than the three
highest rated securities and involve certain risks. See "Other Investment
Policies and Risk Factors--Foreign Securities" and "--Foreign Government
Securities."
    
 
    The Portfolio may use forward currency contracts, currency options, currency
futures and options thereon to hedge against
 
                                       20
<PAGE>
unfavorable changes in currency exchange rates and for income and return
enhancement purposes. The Portfolio also may use options, futures contracts, and
options on futures contracts for hedging and income and return enhancement
purposes. For a more detailed discussion of the risks in investing in foreign
securities, see "Investment Policies and Restrictions--Special Characteristics
of Foreign and Emerging Market Securities" in the SAI. See "Other Investment
Policies and Risk Factors" for further discussion of hedging and related
strategies and other investment policies of the Portfolio.
 
PACE LARGE COMPANY VALUE EQUITY INVESTMENTS
 
    Adviser: Brinson Partners, Inc.
 
    Objective: Capital appreciation and
dividend income
 
   
    PACE LARGE COMPANY VALUE EQUITY INVESTMENTS seeks to achieve its investment
objective by investing primarily in equity securities that, in the Adviser's
opinion, are undervalued. Under normal circumstances, substantially all of the
Portfolio's total assets will be invested in a wide range of equity securities
of companies that are traded on major stock exchanges as well as on the over-
the-counter ("OTC") market. The Portfolio may invest in a broad range of equity
securities of U.S. issuers, including common and preferred stocks, debt
securities convertible into or exchangeable for common stock and securities such
as warrants or rights that are convertible into common stock. Up to 10% of the
Portfolio's total assets may include convertible debt securities rated Ba by
Moody's or BB by S&P or, if unrated, determined to be of comparable quality by
the Adviser. The Portfolio expects its equity investments to encompass both
large and intermediate capitalization companies, but under normal circumstances
at least 65% of the Portfolio's total assets will be invested in common stock of
companies with total market capitalization (i.e., market value of common stock
outstanding) of $2.5 billion or greater at the time of purchase. The Portfolio
may invest up to 5% of its total assets in foreign securities, including
American Depositary Receipts ("ADRs").
    
 
    The Adviser's approach to investing for the Portfolio is to invest in the
equity securities of U.S. companies believed to be undervalued based upon
internal research and proprietary valuation systems. Investment decisions are
based on fundamental research, internally developed valuation systems and
seasoned judgment. The Adviser's research focuses on several levels of analysis;
first, on understanding wealth shifts that occur within the equity market, and
second, on individual company research. At the company level, the Adviser
quantifies expectations of a company's ability to generate profit and to grow
business into the future. For each stock under analysis, the Adviser discounts
to the present all of the future cash flows that it believes will accrue to the
Portfolio from the investment to calculate a present or intrinsic value. This
value estimate generated by the Adviser's proprietary valuation model is
compared to observed market price and ranked against other stocks accordingly.
The rankings, in combination with the Adviser's investment judgment, determine
which securities are included in the Portfolio.
 
    The Portfolio also may use options, futures contracts and options on futures
contracts for hedging and income and return enhancement purposes. See "Other
Investment Policies and Risk Factors" for further discussion of hedging and
related strategies and other investment policies of the Portfolio.
 
PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS
 
    Adviser: Alliance Capital Management L.P.
 
    Objective: Capital appreciation
 
   
    PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS seeks to achieve its investment
objective by investing primarily in equity securities of companies that, in the
Adviser's opinion, are characterized by an earnings growth rate which is faster
than that of the average growth rate of the companies included in the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500 Index") and have a total market
capitalization of at least $2.5 billion. Dividend income is an incidental
consideration in the selection of investments. The securities held by the
Portfolio can be expected generally to experience greater volatility than those
of PACE LARGE COMPANY VALUE EQUITY INVESTMENTS.
    
 
                                       21
<PAGE>
The Portfolio may invest in a broad range of equity securities of U.S. issuers,
including common and preferred stocks, debt securities convertible into or
exchangeable for common stock and securities such as warrants or rights that are
convertible into common stock. Under normal conditions, at least 65% of the
Portfolio's total assets will be invested in common stocks of companies with
total market capitalization of $2.5 billion or greater at the time of purchase.
The Portfolio may invest up to 5% of its total assets in foreign securities,
including ADRs. See "Other Investment Policies and Risk Factors" for further
discussion of other investment policies of the Portfolio.
 
    The Adviser follows its "disciplined growth" strategy in managing the
Portfolio. This strategy is based on the Adviser's quantitative scoring system
for stock selection. The Adviser's internal fundamental research team is the
cornerstone of the stock selection process. All portfolio securities are closely
monitored by the Adviser's research analysts, providing necessary independent
investment opinions and financial projections. Each stock in the Adviser's
research universe is ranked based on the analyst's investment opinion and six
measures of fundamental earnings growth and valuation. The Portfolio is normally
concentrated in the top 30% of the research universe as ranked by this stock
selection process. Stocks ranking in the bottom half of this research coverage
generally must be sold. In relying on this process, the Adviser seeks to
identify the best combination of strong relative earnings growth and reasonable
valuation.
 
    Individual holdings and position sizes are determined by the Adviser after
considering their respective investment merits and contribution to portfolio
risk. Style and industry risk are controlled relative to the growth benchmark.
Stock selection is the primary determinant of investment performance relative to
benchmark.
 
PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS
 
    Adviser: Brandywine Asset Management, Inc.
 
    Objective: Capital appreciation
 
   
    PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS seeks to achieve its
investment objective by investing primarily in equity securities that, in the
Adviser's opinion, are undervalued or overlooked in the marketplace at the time
of purchase, which generally have below-market average price/ earnings ("P/E")
ratios and with total market capitalization less than $2.5 billion. The
Portfolio will only invest in companies with common stock traded on the major
stock exchanges as well as on the OTC market. The Portfolio may invest in a
broad range of equity securities of U.S. issuers, including common and preferred
stock, debt securities convertible into or exchangeable for common stock and
securities such as warrants or rights that are convertible into common stock.
Under normal conditions, at least 65% of the Portfolio's total assets will be
invested in common stocks of issuers with total market capitalization of less
than $2.5 billion at the time of purchase. The Portfolio defines a low P/E ratio
as a P/E (based on trailing twelve-month earnings) which places an issuer among
the lowest 25% based on P/E ratios for all exchange-traded and OTC stocks with
positive earnings and a capitalization greater than $10 million. See "Other
Investment Policies and Risk Factors" for further discussion of other investment
policies of the Portfolio.
    
 
    The Adviser performs a qualitative, fundamental review of candidates to
determine that they are appropriate candidates for the Portfolio. This review
identifies and avoids stocks undesirable for investment: First, the Adviser
adjusts all reported earnings for extraordinary gains and losses so as to
consider only true, low P/E stocks for entry into the Portfolio. Second, the
Adviser excludes stocks that have pre-announced significant earnings changes
which when formally reported will raise their P/E ratios. Third, stocks that
have had recent strong price increases, and therefore are not truly undervalued,
are eliminated. Fourth, the fundamental review identifies and removes those
stocks that are suffering a severe or sudden fundamental deterioration.
 
    The Portfolio intends to invest in the common stock only of companies
meeting these criteria. Each stock's weighting in the Portfolio will be
proportional to the stock's capitalization, except that the Portfolio will not
purchase any stock if it would exceed 2% of the Portfolio. The Portfolio may
deviate from strict
 
                                       22
<PAGE>
capitalization weighting in order to invest only in round lots, for illiquidity
considerations, or to block purchases at favorable prices.
 
PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS
 
    Adviser: Delaware Management Company, Inc.
 
    Objective: Capital appreciation
 
   
    PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS seeks to achieve its
investment objective by investing primarily in the common stock of "emerging
growth" companies, companies characterized by above-average earnings growth
rates and total market capitalization of less than $2.5 billion. Dividend income
is an incidental consideration in the selection of investments. The securities
held by the Portfolio can be expected generally to experience greater volatility
than those of PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS. The Portfolio
may invest in a broad range of equity securities of U.S. issuers, including
common and preferred stock, debt securities convertible into or exchangeable for
common stock and securities such as warrants or rights that are convertible into
common stock. Under normal conditions, at least 65% of the Portfolio's total
assets will be invested in common stocks of issuers with total market
capitalization of less than $2.5 billion that exhibit the potential for high
future earnings growth relative to the overall market. The Portfolio may invest
up to 5% of its total assets in foreign securities, including ADRs.
    
 
    The Adviser uses a bottom-up, fundamental approach, including on-site
company visits, to uncover and analyze companies that exhibit the possibility of
accelerating earnings growth because of management changes, new products,
established products exhibiting unit volume growth or structural changes in the
economy. The quality of the management team and the strength of the company's
finances and internal controls are also factors in the investment decision. A 12
to 18 month time horizon is employed in selecting stocks; however, selected
issues may be held for extended periods based on the Adviser's outlook.
 
    The Adviser is exposed to and follows companies constituting a full range of
market sectors; nevertheless, it may focus on a limited number of attractive
industries. The securities of these companies may have limited marketability and
may be subject to more abrupt or erratic market movements than securities of
larger, more established companies or the market averages in general. The
Portfolio also may use options, futures contracts and options on futures
contracts for hedging and income and return enhancement purposes. See "Other
Investment Policies and Risk Factors" for further discussion of hedging and
related strategies and other investment policies of the Portfolio.
 
PACE INTERNATIONAL EQUITY INVESTMENTS
 
    Adviser: Martin Currie Inc.
 
    Objective: Capital appreciation
 
    PACE INTERNATIONAL EQUITY INVESTMENTS seeks to achieve its objective by
investing in equity securities of companies domiciled outside the United States.
Under normal market conditions, at least 65% of the Portfolio's total assets
will be invested in common stocks, which may or may not pay dividends, as well
as convertible bonds, convertible preferred stocks, warrants, rights or other
equity securities of companies domiciled in three or more countries outside the
United States. "Domiciled," for these purposes, means companies (1) which are
organized under the laws of a country other than the United States, (2) for
which the principal securities trading market is in such a country, or (3) which
derive a significant proportion (at least 50 percent) of their revenues or
profits from goods produced or sold, investments made, or services performed in
the eponymous country or which have at least 50 percent of their assets situated
in such a country. The Portfolio also may invest up to 10% of its total assets
in securities of investment companies, such as closed-end investment management
companies which invest in foreign markets.
 
    The Portfolio will normally invest in the securities of three or more
countries outside the United States. Particular consideration will be given to
investments principally traded in Japanese, European, Pacific and Australian
securities markets, and in foreign securities of companies traded on United
States' securities markets. The Portfolio may also invest up to
 
                                       23
<PAGE>
10% of its total assets in emerging markets, including Asia, Latin America and
other regions, where markets may not yet fully reflect the potential of the
developing economy. For purposes of this Portfolio, "emerging markets" are
markets in countries not included in the MSCI Index of major world economies.
For purposes of this Portfolio, the market in Malaysia will be considered an
emerging market.
 
    In allocating the Portfolio's assets among the various securities markets of
the world, the Adviser will consider such factors as the condition and growth
potential of the various economic and securities markets, currency and taxation
considerations and other pertinent financial, social, national and political
factors. Under certain adverse investment conditions, the Portfolio may restrict
the number of securities markets in which its assets will be invested, although
under normal market circumstances, the Portfolio's investments will involve
securities principally traded in at least ten different countries. The Portfolio
will invest only in markets where, in the judgment of the Adviser, there exists
an acceptable framework of market regulation and sufficient liquidity.
 
    When the Adviser believes that conditions in international securities
markets warrant a defensive investment strategy, the Portfolio temporarily may
invest up to 100% of its assets in domestic debt securities, foreign debt
securities principally traded in the United States, and in foreign debt
securities principally traded outside of the United States, obligations issued
or guaranteed by the U.S. or a foreign government or their respective agencies,
authorities or instrumentalities, corporate bonds and sponsored ADRs.
 
    The Portfolio may use forward currency contracts, currency options, currency
futures and options thereon to hedge against unfavorable changes in currency and
for income and return enhancement purposes. The Portfolio also may use options,
futures contracts and options on futures contracts for hedging and income and
return enhancement purposes. See "Other Investment Policies and Risk Factors"
for further discussion of hedging and related strategies and other investment
policies of the Portfolio. For a more detailed discussion of the risks in
investing in foreign securities, see "Other Investment Policies and Risk
Factors--Foreign Securities," "--Foreign Government Securities" below and
"Investment Policies and Restrictions--Special Characteristics of Foreign and
Emerging Market Securities" in the SAI.
 
PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS
 
    Adviser: Schroder Capital Management International Inc.
 
    Objective: Capital appreciation
 
    PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS seeks to achieve its
investment objective by investing, under normal conditions, at least 65% of the
Portfolio's total assets in equity securities of issuers domiciled in three or
more emerging market countries. "Domiciled" for these purposes means companies
(1) which are organized under the laws of an emerging market country, (2) for
which the principal securities trading market is in such a country, or (3) which
derive a significant proportion (at least 50 percent) of their revenues or
profits from goods produced or sold, investments made, or services performed in
the eponymous country or which have at least 50 percent of their assets situated
in such a country. For purposes of this Portfolio, "emerging market" countries
are those countries not included in the MSCI Index of major world economies.
Malaysia will be considered an emerging market country for purposes of this
Portfolio.
 
   
    The Portfolio may invest in a broad range of equity securities, including
common and preferred stock, debt securities convertible into or exchangeable for
stock and securities such as warrants or rights that are convertible into stock.
The Portfolio also may invest up to 10% of its total assets in securities of
investment companies, such as closed-end investment management companies which
invest in foreign markets. The Portfolio also may invest up to 35% of its total
assets in debt securities. All of the debt securities purchased for the
Portfolio will be limited to those that are rated at least A by Moody's or S&P
(or, if unrated, determined by the Adviser to be of comparable quality), except
that the Portfolio may invest up to 10% of its total assets in securities rated
below A by Moody's or S&P, but rated at least C by S&P, or
    
 
                                       24
<PAGE>
determined by the Adviser to be of comparable quality. In the event that, due to
a downgrade of one or more debt securities, an amount in excess of 10% of the
Portfolio's total assets is held in securities rated below A by Moody's or S&P
and comparable unrated securities, the Adviser will engage in an orderly
disposition of such securities to the extent necessary to reduce the Portfolio's
holdings thereof. Securities rated Baa or lower by Moody's or BBB or lower by
S&P have speculative characteristics and are subject to greater risks. See
"Other Investment Policies and Risk Factors--Debt Securities" below and the
Appendix in the SAI for a description of Moody's and S&P ratings.
 
    In recent years, many emerging market countries have begun programs of
economic reform: removing import tariffs, dismantling trade barriers,
deregulating foreign investment, privatizing state owned industries, permitting
the value of their currencies to float against the dollar and other major
currencies, and generally reducing the level of state intervention in industry
and commerce. Important intra-regional economic integration also holds the
promise of greater trade and growth. At the same time, significant progress has
been made in restructuring the heavy external debt burden that certain emerging
market countries accumulated during the 1970s and 1980s. While there is no
assurance that these trends will continue, the Adviser will seek out attractive
investment opportunities in these countries.
 
    The Portfolio will not necessarily seek to diversify investments on a
geographic basis within the emerging market category and to the extent the
Portfolio concentrates its investments in issuers located in one country or
area, the Portfolio is more susceptible to factors adversely affecting that
country or area.
 
    The Portfolio may use forward currency contracts, currency options, currency
futures and options thereon to hedge against unfavorable changes in currency
exchange rates and for income and return enhancement purposes. The Portfolio may
acquire emerging market securities that are denominated in currencies other than
a currency of an emerging market country. The Portfolio also may use options,
futures contracts and options on futures contracts for hedging and income and
return enhancement purposes. See "Other Investment Policies and Risk Factors"
for further discussion of hedging and related strategies and other investment
policies of the Portfolio. For a more detailed discussion of the risks in
investing in foreign securities, see "Other Investment Policies and Risk
Factors-- Foreign Securities," "--Foreign Government Securities" below and
"Investment Policies and Restrictions--Special Characteristics of Foreign and
Emerging Market Securities" in the SAI.
 
                         OTHER INVESTMENT POLICIES AND
                                  RISK FACTORS
 
MONEY MARKET INSTRUMENTS
 
    All Portfolios other than PACE MONEY MARKET INVESTMENTS also may invest in
high-grade money market instruments such as commercial paper of a U.S. or
foreign company or foreign government certificates of deposit, bankers'
acceptances and time deposits of domestic and foreign banks, and obligations
issued or guaranteed by the U.S. government, its agencies and instrumentalities.
These obligations generally will be U.S. dollar-denominated. Commercial paper
will be rated, at the time of purchase, at least "Prime-2" by Moody's or "A-2"
by S&P or, if not rated, issued by an entity having an outstanding unsecured
debt issue rated at least "A" or "Prime-2" by Moody's or "A" or "A-2" by S&P.
See the Appendix to the SAI for a description of Moody's and S&P's ratings.
 
U.S. GOVERNMENT SECURITIES
 
    Each Portfolio may invest in some or all of the following U.S. government
securities: securities that are backed by the full faith and credit of the U.S.
government, such as U.S. Treasury obligations (bills, notes and bonds),
securities that are supported primarily or solely by the creditworthiness of the
government-related issuer, such as securities issued by the RFC, the Student
Loan Marketing Association, the Federal Home Loan Banks and the TVA, and
securities that are supported primarily or solely by specific pools of assets
and the creditworthiness of a U.S. government-related issuer, such as U.S.
government mortgage-backed securities. For more information concerning the types
of mortgage-backed securities in which certain Portfolios may invest, see "Other
Investment Policies and Risk Factors--Mortgage-Backed Securities." In
 
                                       25
<PAGE>
   
addition, PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE
FIXED INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS and PACE
GLOBAL FIXED INCOME INVESTMENTS may invest in certain zero coupon securities
that are "stripped" U.S. Treasury notes and bonds. See "Other Investment
Policies and Risk Factors and Risk Factors--Zero Coupon Securities."
    
 
DEBT SECURITIES
 
    Each Portfolio may invest in corporate and other debt obligations. The yield
of a Fixed Income Security depends on a variety of factors, including general
Fixed Income Security market conditions, the financial condition of the issuer,
the size of the particular offering, the maturity, credit quality and rating of
the issue and expectations regarding changes in tax rates. Generally, the longer
the maturity of a Fixed Income Security, the higher the rate of interest paid
and the greater the volatility. Furthermore, the value of the securities held by
a Portfolio will rise when interest rates decline. Conversely, when interest
rates rise, the value of Fixed Income Securities may be expected to decline.
 
   
    Except where otherwise indicated, each Portfolio will invest in securities
rated A or better by any NRSRO or determined by the Adviser to be of comparable
quality. PACE INTERMEDIATE FIXED INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME
INVESTMENTS, PACE MUNICIPAL FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME
INVESTMENTS and PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS may
invest in medium-rated securities (i.e., rated Baa by Moody's or BBB by S&P).
Moody's considers securities rated Baa to have speculative characteristics. PACE
STRATEGIC FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME INVESTMENTS and
PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS also may invest in
lower-rated securities (i.e., rated lower than Baa by Moody's or lower than BBB
by S&P). However, PACE STRATEGIC FIXED INCOME INVESTMENTS will not purchase a
security rated lower than B by Moody's or S&P, and PACE GLOBAL FIXED INCOME
INVESTMENTS will not purchase a security rated lower than Ba by Moody's or BB by
S&P. Changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity for such securities to make principal and interest
payments than is the case for higher grade debt securities. In addition, PACE
INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS will not purchase a security
rated lower than C by S&P or another rating assigned by Moody's that the
Portfolio's Adviser determines to be of comparable rating to S&P's C rating.
Debt securities rated below investment grade are deemed by these agencies to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal and may involve major risk exposure to adverse conditions
and, as previously stated, are commonly referred to as "junk bonds."
    
 
   
    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 and PACE INTERNATIONAL EMERGING MARKETS EQUITY
INVESTMENTS are permitted to purchase debt securities that are not rated by an
NRSRO but that the Portfolio's Adviser determines to be of comparable quality to
that of rated securities in which it may invest. These securities are included
in the computation of any percentage limitations applicable to comparably rated
securities.
    
 
   
    Although the relevant Advisers will attempt to minimize the speculative
risks associated with investments in junk bonds through diversification, credit
analysis and attention to current trends in interest rates and other factors, an
investor should carefully review the objectives and policies of PACE STRATEGIC
FIXED INCOME INVESTMENTS and PACE INTERNATIONAL EMERGING MARKETS EQUITY
INVESTMENTS and consider its ability to assume the investment risks involved
before making an investment.
    
 
    Ratings of debt securities represent the rating agencies' opinions regarding
their quality, are not a guarantee of quality and may be reduced after a
Portfolio has acquired the security. The Advisers, and in the case of PACE MONEY
MARKET INVESTMENTS, Mitchell Hutchins, would consider such an event in
determining whether the Portfolio should continue to hold the security but may
not be required to dispose of it. Credit ratings attempt to evaluate the safety
of principal and interest payments and do
 
                                       26
<PAGE>
not evaluate the risks of fluctuations in market value. Also, rating agencies
may fail to make timely changes in credit ratings in response to subsequent
events affecting an issuer, so that an issuer's current financial condition may
be better or worse than the rating indicates.
 
    Lower rated debt securities generally offer a higher current yield than that
available from higher grade issues, but they involve higher risks in that they
are especially subject to adverse changes in general economic conditions and in
the industries in which the issuers are engaged, to changes in the financial
condition of the issuers and to price fluctuation in response to changes in
interest rates. During periods of economic downturn or rising interest rates,
highly leveraged issuers may experience financial stress, which could adversely
affect their ability to make payments of principal and interest and increase the
possibility of default. In addition, issuers of these securities may not have
more traditional methods of financing available to them and may be unable to
repay debt at maturity by refinancing. The risk of loss due to default by such
issuers is significantly greater, because such securities frequently are
unsecured and subordinated to the prior payment of senior indebtedness.
 
    The market for lower rated securities has expanded in recent years, and its
growth paralleled a long economic expansion. In the past, the prices of many
lower rated debt securities declined substantially, reflecting an expectation
that many issuers of such securities might experience financial difficulties. As
a result, the yields on lower rated debt securities rose dramatically. The
higher yields did not reflect the value of the income stream that holders of
such securities expected, but rather the risk that holders of such securities
could lose a substantial portion of their value as a result of the issuers'
financial restructuring or default. There can be no assurance that such declines
will not recur. The market for lower rated debt securities generally is thinner
and less active than that for higher quality securities, which may limit a
Portfolio's ability to sell the securities at fair value in response to changes
in the economy or the financial markets. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the
values and liquidity of lower rated securities, especially in a thinly-traded
market.
 
DURATION
 
    Duration is a measure of the expected life of a fixed income security that
was developed as a more precise alternative to the concept of "term to
maturity." Duration incorporates a bond's yield, coupon interest payments, final
maturity and call features into one measure. Duration is one of the fundamental
tools used by the Adviser in portfolio selection for PACE GOVERNMENT SECURITIES
FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED INCOME INVESTMENTS, PACE
STRATEGIC FIXED INCOME INVESTMENTS, PACE MUNICIPAL FIXED INCOME INVESTMENTS and
PACE GLOBAL FIXED INCOME INVESTMENTS.
 
    Traditionally, a debt security's "term to maturity" has been used as a proxy
for the sensitivity of the security's price to changes in interest rates (which
is the "interest rate risk" or "volatility" of the security). However, "term to
maturity" measures only the time until a debt security provides its final
payments, taking no account of the pattern of the security's payments prior to
maturity. Duration is a measure of the expected life of a Fixed Income Security
on a present value basis. Duration takes the length of the time intervals
between the present time and the time that the interest and principal payments
are scheduled or, in the case of a callable bond, expected to be received, and
weights them by the present values of the cash to be received at each future
point in time. For any Fixed Income Security with interest payments occurring
prior to the payment of principal, duration is always less than maturity. In
general, all other things being equal, the lower the stated or coupon rate of
interest of a Fixed Income Security, the longer the duration of the security;
conversely, the higher the stated or coupon rate of interest of a Fixed Income
Security, the shorter the duration of the security.
 
    Duration allows an Adviser to make certain predictions regarding how the
value of a portfolio will generally respond to changes in the level of interest
rates. For example, a portfolio consisting entirely of treasury notes with a
remaining maturity of five years would have a duration of 4.5 years. A 1% change
in the level of interest rates would cause a change of approximately 4.5% in the
net asset value of the portfolio. A portfolio consisting entirely of treasury
notes with a remaining maturity of ten
 
                                       27
<PAGE>
years would have a duration of about 7.5 years and a 1% change in the level of
interest rates would cause a change of between 7% and 8% in the net asset value
of the portfolio. This example is intended for demonstration purposes only,
however, and is not intended to approximate how a Portfolio's investment
portfolio will respond to changes in interest rates. A Portfolio's investment
portfolio may include securities with differing maturities and quality levels,
and interest rates on those instruments may not all change by the same amount at
the same time as rates rise or fall generally in the marketplace. Also, the
treasury securities described in the example cannot be retired prior to
maturity, while some of the securities in the Portfolios' investment portfolios
can. These factors among others can cause a Portfolio's investment portfolio to
respond somewhat differently to changes in interest rates than shown in the
example.
 
    Futures, options and options on futures have durations which, in general,
are closely related to the duration of the securities which underlie them.
Holding long futures or call option positions (backed by a segregated account of
cash and cash equivalents) will lengthen a Portfolio's duration by approximately
the same amount that purchasing an equivalent amount of the underlying
securities would.
 
    Short futures or put option positions have durations roughly equal to the
negative duration of the securities that underlie these positions, and have the
effect of reducing portfolio duration by approximately the same amount that
selling an equivalent amount of the underlying securities would.
 
    There are some situations where even the standard duration calculation does
not properly reflect the interest rate exposure of a security. For example,
floating and variable rate securities often have final maturities of ten or more
years; however, their interest rate exposure corresponds to the frequency of the
coupon reset. Another example where the interest rate exposure is not properly
captured by duration is the case of mortgage pass-through securities. The stated
final maturity of such securities is generally 30 years, but current prepayment
rates are more critical in determining the securities' interest rate exposure.
In these and other similar situations, the Adviser will use more sophisticated
analytical techniques that incorporate the economic life of a security into the
determination of its interest rate exposure.
 
MUNICIPAL OBLIGATIONS
 
    Municipal Obligations include, but are not limited to, municipal bonds,
floating rate and variable rate municipal obligations, participation interests
in municipal bonds, tax-exempt commercial paper, tender option bonds and
short-term municipal notes. Municipal bonds include IDBs, municipal lease
obligations and certificates of participation therein, put bonds and PABs.
 
    PACE MUNICIPAL FIXED INCOME INVESTMENTS may invest in a variety of Municipal
Obligations, as described below:
 
    MUNICIPAL BONDS.  Municipal bonds are debt obligations issued to obtain
funds for various public purposes that pay interest that is exempt from federal
income tax in the opinion of issuer's counsel. The two principal classifications
of municipal bonds are "general obligation" and "revenue" bonds. General
obligation bonds are secured by the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest. Revenue bonds are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax or other
specific revenue source such as from the user of the facility being financed.
The term "municipal bonds" also includes "moral obligation" issues, which are
normally issued by special purpose authorities. In the case of such issues, an
express or implied "moral obligation" of a related government unit is pledged to
the payment of the debt service, but is usually subject to annual budget
appropriations. The term "municipal bonds" also includes municipal lease
obligations, such as leases, installment purchase contracts and conditional
sales contracts and certificates of participation therein. Municipal lease
obligations are issued by state and local governments and authorities to
purchase land or various types of equipment or facilities and may be subject to
annual budget appropriations. The Portfolio generally invests in municipal lease
obligations through certificates of participation. The Portfolio does
 
                                       28
<PAGE>
not presently intend to purchase municipal lease obligations, or certificates of
participation therein, that are not rated by Moody's or S&P.
 
    MUNICIPAL LEASES, CERTIFICATES OF PARTICIPATION AND OTHER PARTICIPATION
INTERESTS. A municipal lease is an obligation in the form of a lease or
installment purchase contract which is issued by a state or local government to
acquire equipment and facilities. Income from such obligations is generally
exempt from state and local taxes in the state of issuance (as well as regular
federal income tax). Municipal leases frequently involve special risks not
normally associated with general obligation or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title to the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. Thus, the
Portfolio's investment in municipal leases will be subject to the special risk
that the governmental issuer may not appropriate funds for lease payments.
 
    In addition, such leases or contracts may be subject to the temporary
abatement of payments in the event the issuer is prevented from maintaining
occupancy of the leased premises or utilizing the leased equipment. Although the
obligations may be secured by the leased equipment or facilities, the
disposition of the property in the event of nonappropriation or foreclosure
might prove difficult, time consuming and costly, and result in an
unsatisfactory or delayed recoupment of the Portfolio's original investment.
 
    Certificates of participation represent undivided interests in municipal
leases, installment purchase contracts or other instruments. The certificates
are typically issued by a trust or other entity which has received an assignment
of the payments to be made by the state or political subdivision under such
leases or installment purchase contracts.
 
   
    Certain municipal lease obligations and certificates of participation may be
deemed illiquid for purposes of the Portfolio's limitations on investments in
illiquid securities. Other municipal lease obligations and certificates of
participation acquired by the Portfolio may be determined by the Adviser,
pursuant to guidelines adopted by the trustees of the Trust, to be liquid
securities for purposes of the Portfolio's limitation on investments in illiquid
securities. In determining the liquidity of municipal lease obligations and
certificates of participation, the Adviser will consider a variety of factors
including: (1) the willingness of dealers to bid for the security; (2) the
number of dealers willing to purchase or sell the obligation and the number of
other potential buyers; (3) the frequency of trades or quotes for the
obligation; and (4) the nature of the marketplace trades. In addition, the
Adviser will consider factors unique to particular lease obligations and
certificates of participation affecting the marketability thereof. These factors
include the general creditworthiness of the issuer, the importance to the issuer
of the property covered by the lease and the likelihood that the marketability
of the obligation will be maintained throughout the time the obligation is held
by the Portfolio. The Portfolio may not invest more than 5% of its net assets in
municipal leases.
    
 
    PACE MUNICIPAL FIXED INCOME INVESTMENTS may purchase participations in
municipal securities held by a commercial bank or other financial institution.
Such participations provide the Portfolio with the right to a pro rata undivided
interest in the underlying municipal securities. In addition, such
participations generally provide the Portfolio with the right to demand payment,
on not more than seven days notice, of all or any part of the Portfolio's
participation interest in the underlying municipal security, plus accrued
interest.
 
    INDUSTRIAL DEVELOPMENT BONDS AND PRIVATE ACTIVITY BONDS.  IDBs and PABs are
issued by or on behalf of public authorities to finance various privately
operated facilities, such as airport or pollution control facilities, and are
considered to be "municipal bonds" if the
 
                                       29
<PAGE>
   
interest paid thereon is exempt from federal income tax in the opinion of the
bond issuer's counsel. IDBs and PABs are in most cases revenue bonds and thus
are not payable from the unrestricted revenues of the issuer. The credit quality
of IDBs and PABs is usually directly related to the credit standing of the user
of the facilities being financed. IDBs issued after August 15, 1986 generally
are considered PABs, and, to the extent the Portfolio invests in such PABs,
shareholders generally will be required to include a portion of their exempt-
interest dividends from that Portfolio in calculating their liability for the
AMT. See "Dividends and Taxes." The Portfolio is authorized to invest more than
25% of its total assets in IDBs and PABs.
    
 
    FLOATING RATE AND VARIABLE RATE OBLIGATIONS.  See "Other Investment Policies
and Risk Factors--Floating Rate and Variable Rate Obligations."
 
    PARTICIPATION INTERESTS.  Participation interests are interests in municipal
bonds, including IDBs and PABs, and floating and variable rate obligations, that
are owned by banks. These interests typically carry a demand feature permitting
the holder to tender them back to the bank, which demand feature generally is
backed by an irrevocable letter of credit or guarantee of the bank. The credit
standing of such bank affects the credit quality of the participation interests.
 
    TENDER OPTION BONDS.  Tender option bonds are long-term Municipal
Obligations sold by a bank subject to a "tender option" that gives the purchaser
the right to tender them to the bank at par plus accrued interest at designated
times (the tender option). The tender option may be exercisable at intervals
ranging from bi-weekly to semi-annually, and the interest rate on the bonds is
typically reset at the end of the applicable interval in order to cause the
bonds to have a market value that approximates their par value. The tender
option generally would not be exercisable in the event of a default on, or
significant downgrading of, the underlying Municipal Obligations. Therefore, the
Portfolio's ability to exercise the tender option will be affected by the credit
standing of both the bank involved and the issuer of the underlying securities.
 
    PUT BONDS.  A put bond is a municipal bond which gives the holder the
unconditional right to sell the bond back to the issuer or a remarketing agent
at a specified price and exercise date, which is typically well in advance of
the bond's maturity date. The obligation to purchase the bond on the exercise
date may be supported by a letter of credit or other credit support arrangement
from a bank, insurance company or other financial institution, the credit
standing of which affects the credit quality of the obligation.
 
    TAX-EXEMPT COMMERCIAL PAPER AND SHORT-TERM MUNICIPAL NOTES.  Tax-exempt
commercial paper and short-term municipal notes include tax anticipation notes,
bond anticipation notes, revenue anticipation notes and other forms of
short-term loans. Such notes are issued with a short-term maturity in
anticipation of the receipt of tax funds, the proceeds of bond placements and
other revenues.
 
    YIELDS AND RISK FACTORS.  The yield of a municipal security depends on a
variety of factors, including general municipal and fixed income security market
conditions, the financial condition of the issuer, the size of the particular
offering, the maturity, credit quality and rating of the issue and expectations
regarding changes in tax rates. Generally, the longer the maturity of a
municipal security, the higher the rate of interest paid and the greater the
volatility. Further, if general market interest rates are increasing, the prices
of Municipal Obligations ordinarily will decrease and, if rates decrease, the
opposite generally will be true. The Portfolio may invest in Municipal
Obligations with a broad range of maturities, based on the Adviser's judgment of
current and future market conditions as well as other factors, such as the
Portfolio's liquidity needs. Accordingly, the average dollar-weighted duration
of the Portfolio's portfolio may vary.
 
    Future federal, state and local laws may adversely affect the tax-exempt
status of interest on the Portfolio's portfolio securities or of the
exempt-interest dividends paid by the Portfolio, extend the time for payment of
principal or interest or otherwise constrain enforcement of such obligations.
Opinions relating to the validity of Municipal Obligations and the tax-exempt
status of interest thereon are rendered by the issuer's bond counsel at the time
of
 
                                       30
<PAGE>
issuance; the Adviser will rely on such opinions without independent
investigation. See "Other Investment Policies and Risk Factors--Debt Securities"
for further discussion of ratings.
 
MORTGAGE-BACKED SECURITIES
 
    PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED
INCOME INVESTMENTS and PACE STRATEGIC FIXED INCOME INVESTMENTS each may invest
in mortgage-backed securities. Mortgage-backed securities are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans secured by real property and include single- and
multi-class pass-through securities and collateralized mortgage obligations.
Multi-class pass-through securities and collateralized mortgage obligations are
collectively referred to herein as CMOs.
 
    The U.S. government securities in which these three Portfolios may invest
include mortgage-backed securities issued or guaranteed as to the payment of
principal and interest (but not as to market value) by GNMA, FNMA or the FHLMC.
Other mortgage-backed securities in which these three Portfolios may invest are
issued by private issuers, generally originators of and investors in mortgage
loans, including savings associations, mortgage bankers, commercial banks,
investment bankers and special purpose entities (collectively, "Private Mortgage
Lenders"). Payments of principal and interest (but not the market value) of such
private mortgage-backed securities may be supported by pools of mortgage loans
or other mortgage-backed securities that are guaranteed, directly or indirectly,
by the U.S. government or one of its agencies or instrumentalities, or they may
be issued without any government guarantee of the underlying mortgage assets but
with some form of non-government credit enhancement.
 
    GNMA CERTIFICATES.  GNMA guarantees certain mortgage pass-through
certificates ("GNMA certificates") that are issued by Private Mortgage Lenders
and that represent ownership interests in individual pools of residential
mortgage loans. These securities are designed to provide monthly payments of
interest and principal to the investor. Timely payment of interest and principal
is backed by the full faith and credit of the U.S. government. Each mortgagor's
monthly payments to his lending institution on his residential mortgage are
"passed through" to certificateholders such as the Portfolios. Mortgage pools
consist of whole mortgage loans or participations in loans. The terms and
characteristics of the mortgage instruments are generally uniform within a pool
but may vary among pools. Lending institutions which originate mortgages for the
pools are subject to certain standards, including credit and other underwriting
criteria for individual mortgages included in the pools.
 
    FNMA CERTIFICATES.  FNMA facilitates a national secondary market in
residential mortgage loans insured or guaranteed by U.S. government agencies and
in privately insured or uninsured residential mortgage loans (sometimes referred
to as "conventional mortgage loans" or "conventional loans") through its
mortgage purchase and mortgage-backed securities sales activities. FNMA issues
guaranteed mortgage pass-through certificates ("FNMA certificates"), which
represent PRO RATA shares of all interest and principal payments made and owed
on the underlying pools. FNMA guarantees timely payment of interest and
principal on FNMA certificates. The FNMA guarantee is not backed by the full
faith and credit of the U.S. government.
 
    FHLMC CERTIFICATES.  FHLMC also facilitates a national secondary market for
conventional residential and U.S. government-insured mortgage loans through its
mortgage purchase and mortgage-backed securities sales activities. FHLMC issues
two types of mortgage pass-through securities: mortgage participation
certificates ("PCs") and guaranteed mortgage certificates ("GMCs"). Each PC
represents a PRO RATA share of all interest and principal payments made and owed
on the underlying pool. FHLMC generally guarantees timely monthly payment of
interest on PCs and the ultimate payment of principal, but it also has a PC
program under which it guarantees timely payment of both principal and interest.
GMCs also represent a PRO RATA interest in a pool of mortgages. These
instruments, however, pay interest semi-annually and return principal once a
year in guaranteed minimum payments. The FHLMC guarantee is not backed by the
full faith and credit of the U.S. government.
 
                                       31
<PAGE>
    PRIVATE, RTC AND SIMILAR MORTGAGE-BACKED SECURITIES.  Mortgage-backed
securities issued by Private Mortgage Lenders are structured similarly to the
CMOs or single-class mortgage-backed securities issued or guaranteed by GNMA,
FNMA and the FHLMC. Such mortgage-backed securities may be supported by pools of
U.S. government or agency insured or guaranteed mortgage loans or by other
mortgage-backed securities issued by a government agency or instrumentality, but
they generally are supported by pools of conventional (i.e., non-government
guaranteed or insured) mortgage loans. Since such mortgage-backed securities
normally are not guaranteed by an entity having the credit standing of GNMA,
FNMA and the FHLMC, they normally are structured with one or more types of
credit enhancement. See "Other Investment Policies and Risk Factors--Mortgage-
Backed Securities--Types of Credit Enhancement." Such credit enhancements do not
protect investors from changes in the market value of CMOs.
 
    The RTC, which was organized by the U.S. government in connection with the
savings and loan crisis, holds assets of failed savings associations as either a
conservator or receiver for such associations, or it acquires such assets in its
corporate capacity. These assets include, among other things, single family and
multi-family mortgage loans, as well as commercial mortgage loans. In order to
dispose of such assets in an orderly manner, RTC has established a vehicle
registered with the SEC through which it sells mortgage-backed securities. RTC
mortgage-backed securities represent pro rata interests in pools of mortgage
loans that RTC holds or has acquired, as described above and are supported by
one or more of the types of private credit enhancements used by Private Mortgage
Lenders.
 
    COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTI-CLASS MORTGAGE
PASS-THROUGHS.  CMOs are debt obligations that are collateralized by mortgage
loans or mortgage pass-through securities (such collateral collectively being
called "Mortgage Assets"). CMOs may be issued by Private Mortgage Lenders or by
government entities such as FNMA or the FHLMC. Multi-class mortgage pass-through
securities are interests in trusts that are comprised of Mortgage Assets and
that have multiple classes similar to those in CMOs. Unless the context
indicates otherwise, references herein to CMOs include multi-class mortgage
pass-through securities. Payments of principal of, and interest on, the Mortgage
Assets (and in the case of CMOs, any reinvestment income thereon) provide the
funds to pay debt service on the CMOs or to make scheduled distributions on the
multi-class mortgage pass-through securities.
 
    In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMO, also referred to as a "tranche," is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution
date. Principal repayments on the Mortgage Assets may cause CMOs to be retired
substantially earlier than their stated maturities or final distribution dates.
Interest is paid or accrues on all classes of a CMO (other than any PO class
(defined below)) on a monthly, quarterly or semi-annual basis. The principal and
interest on the Mortgage Assets may be allocated among the several classes of a
CMO in many ways. In one structure, payments of principal, including any
principal prepayments, on the Mortgage Assets are applied to the classes of a
CMO in the order of their respective stated maturities or final distribution
dates so that no payment of principal will be made on any class of the CMO until
all other classes have an earlier stated maturity or final distribution date
that have been paid in full. In some CMO structures, all or a portion of the
interest attributable to one or more of the CMO classes may be added to the
principal amounts attributable to such classes, rather than passed through to
certificateholders on a current basis, until other classes of the CMO are paid
in full.
 
    Parallel pay CMOs are structured to provide payments of principal on each
payment date to more than one class. These simultaneous payments are taken into
account in calculating the stated maturity date or final distribution date of
each class, which, as with other CMO structures, must be retired by its stated
maturity date or final distribution date but may be retired earlier.
 
    ARM AND FLOATING RATE MORTGAGE-BACKED SECURITIES.  ARM mortgage-backed
securities are mortgage-backed securities that represent a
 
                                       32
<PAGE>
right to receive interest payments at a rate that is adjusted to reflect the
interest earned on a pool of mortgage loans bearing variable or adjustable rates
of interest (such mortgage loans are referred to as "ARMs"). Floating rate
mortgage-backed securities are classes of mortgage-backed securities that have
been structured to represent the right to receive interest payments at rates
that fluctuate in accordance with an index but that generally are supported by
pools comprised of fixed-rate mortgage loans. Because the interest rates on ARM
floating rate mortgage-backed securities are reset in response to changes in a
specified market index, the values of such securities tend to be less sensitive
to interest rate fluctuations than the values of fixed-rate securities. See
"Investment Policies and Restrictions--ARM and Floating Rate Mortgage-Backed
Securities" in the SAI for further information on these securities.
 
    TYPES OF CREDIT ENHANCEMENT.  To lessen the effect of failures by obligors
on Mortgage Assets to make payments, mortgage-backed securities may contain
elements of credit enhancement. Credit enhancement generally falls into two
categories: (1) liquidity protection and (2) protection against losses resulting
after default by an obligor on the underlying assets and collection of all
amounts recoverable directly from the obligor and through liquidation of the
collateral. Liquidity protection refers to the provision of advances, generally
by the entity administering the pool of assets (usually the bank, savings
association or mortgage banker that transferred the underlying loans to the
issuer of the security), to ensure that the receipt of payments on the
underlying pool occurs in a timely fashion. Protection against losses resulting
after default and liquidation ensures ultimate payment of the obligations on at
least a portion of the assets in the pool. Such protection may be provided
through guarantees, insurance policies or letters of credit obtained by the
issuer or sponsor, from third parties, through various means of structuring the
transaction or through a combination of such approaches. The Portfolios will not
pay any additional fees for such credit enhancement, although the existence of
credit enhancement may increase the price of a security.
 
    Examples of credit enhancement arising out of the structure of the
transaction include "senior-subordinated securities" (multiple class securities
with one or more classes subordinate to other classes as to the payment of
principal thereof and interest thereon, with the result that defaults on the
underlying assets are borne first by the holders of the subordinated class),
creation of "spread accounts" or "reserve funds" (where cash or investments,
sometimes funded from a portion of the payments on the underlying assets, are
held in reserve against future losses) and "over-collateralization" (where the
scheduled payments on, or the principal amount of, the underlying assets exceed
that required to make payment of the securities and pay any servicing or other
fees). The degree of credit enhancement provided for each issue generally is
based on historical information regarding the level of credit risk associated
with the underlying assets. Delinquency or loss in excess of that anticipated
could adversely affect the return on an investment in such a security.
 
    SPECIALLY STRUCTURED CMOS AND NEW TYPES OF MORTGAGE-BACKED SECURITIES.  PACE
GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED INCOME
INVESTMENTS and PACE STRATEGIC FIXED INCOME INVESTMENTS each may invest in
interest only ("IO"), principal only ("PO") and other specially structured CMO
classes. No Portfolio will invest more than 5% of its net assets in any
combination of IOs, POs and inverse floating rate securities including those
which are not mortgage- and asset-backed securities. See "Other Investment
Policies and Risk Factors--Risks of Mortgage-and Asset-Backed Securities."
 
    New types of mortgage-backed securities are developed and marketed from time
to time and, consistent with their investment limitations, the Portfolios expect
to invest in those new types of mortgage-backed securities that the respective
Portfolio's Adviser believes may assist the Portfolio in achieving its
investment objective. Similarly, the Portfolios may invest in mortgage-backed
securities issued by new or existing governmental or private issuers other than
those identified above.
 
ASSET-BACKED SECURITIES
 
    PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED
INCOME
 
                                       33
<PAGE>
INVESTMENTS and PACE STRATEGIC FIXED INCOME INVESTMENTS may each invest in
asset-backed securities. Asset-backed securities have structural characteristics
similar to mortgage-backed securities. However, the underlying assets are not
first lien mortgage loans or interests therein, but include assets such as motor
vehicle installment loan contracts, home equity loans, leases of various types
of real and personal property and receivables from revolving credit (credit
card) agreements. Such assets are securitized through the use of trusts or
special purpose corporations. Payments or distributions of principal and
interest on asset-backed securities may be guaranteed up to certain amounts and
for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the issuer or other credit
enhancements may be present.
 
RISKS OF MORTGAGE- AND ASSET-BACKED SECURITIES
 
    The yield characteristics of the mortgage-and asset-backed securities in
which PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE
FIXED INCOME INVESTMENTS and PACE STRATEGIC FIXED INCOME INVESTMENTS may invest
differ from those of traditional debt securities. Among the major differences
are that interest and principal payments are made more frequently on mortgage-
and asset-backed securities (usually monthly) and that principal may be prepaid
at any time because the underlying mortgage loans or other assets generally may
be prepaid at any time. As a result, if a Portfolio purchases these securities
at a premium, a pre-payment rate that is faster than expected will reduce yield
to maturity, while a prepayment rate that is slower than expected will have the
opposite effect of increasing yield to maturity. Conversely, if a Portfolio
purchases these securities at a discount faster than expected, prepayments will
increase, while slower than expected prepayments will reduce, yield to maturity.
Amounts available for reinvestment by a Portfolio are likely to be greater
during a period of declining interest rates and, as a result, are likely to be
reinvested at lower interest rates than during a period of rising interest
rates. Accelerated prepayments on securities purchased by a Portfolio at a
premium also impose a risk of loss of principal, because the premium may not
have been fully amortized at the time the principal is prepaid in full. The
market for privately issued mortgage-and asset-backed securities is smaller and
less liquid than the market for U.S. government mortgage-backed securities.
 
    CMO classes may be specially structured in a manner that provides any of a
wide variety of investment characteristics, such as yield, effective maturity
and interest rate sensitivity. As market conditions change, however, and
particularly during periods of rapid or unanticipated changes in market interest
rates, the attractiveness of the CMO classes and the ability of the structure to
provide the anticipated investment characteristics may be significantly reduced.
These changes can result in volatility in the market value, and in some
instances reduced liquidity, of the CMO class.
 
    The rate of interest payable on CMO classes may be set at levels that are
either above or below market rates at the time of issuance, so that the
securities will be sold at a substantial premium to, or at a discount from, par
value. In the most extreme case, one class will be entitled to receive all or a
portion of the interest but none of the principal from the underlying mortgage
assets (the interest-only or "IO" class) and one class will be entitled to
receive all or a portion of the principal but none of the interest (the
principal-only or "PO" class). IOs and POs may also be created from mortgage-
backed securities that are not CMOs. The yields on IOs, POs and other
mortgage-backed securities that are purchased at a substantial premium or
discount generally are extremely sensitive to the rate of principal payments
(including prepayments) on the underlying mortgage assets. If the mortgage
assets underlying an IO experience greater than anticipated principal
prepayments, an investor may fail to recoup fully its initial investment even if
the security is government issued or guaranteed or is rated AAA or the
equivalent.
 
    Some CMO classes are structured to pay interest at rates that are adjusted
in accordance with a formula, such as a multiple or fraction of the change in a
specified interest rate index, so as to pay at a rate that will be attractive in
certain interest rate environments but not in others. For example, an inverse
floating rate CMO class pays interest at a rate that increases
 
                                       34
<PAGE>
as a specified interest rate index decreases but decreases as that index
increases. For other CMO classes, the yield may move in the same direction as
market interest rates--i.e., the yield may increase as rates increase and
decrease as rates decrease--but may do so more rapidly or to a greater degree.
The market value of such securities generally is more volatile than that of a
fixed rate obligation. Such interest rate formulas may be combined with other
CMO characteristics. For example, a CMO class may be an "inverse IO," on which
the holders are entitled to receive no payments of principal and are entitled to
receive interest at a rate that will vary inversely with a specified index or a
multiple thereof.
 
    While the market values of particular securities in which a Portfolio
invests may be volatile, or may become volatile under certain conditions, its
Adviser will seek to manage the Portfolio so that the volatility of the
Portfolio, taken as a whole, is consistent with the Portfolio's investment
objective. If the Adviser incorrectly forecasts interest rate changes or other
factors that may affect the volatility of securities held by the Portfolio, the
Portfolio's ability to meet its investment objective may be reduced.
 
CONVERTIBLE SECURITIES
 
    PACE STRATEGIC 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 each may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the holder
to receive interest paid or accrued on debt or dividends paid on preferred stock
until the convertible security matures or is redeemed, converted or exchanged.
Convertible securities have unique investment characteristics in that they
generally (1) have higher yields than common stocks, but lower yields than
comparable non-convertible securities, (2) are less subject to fluctuation in
value than the underlying stock because they have fixed income characteristics,
and (3) provide the potential for capital appreciation if the market price of
the underlying common stock increases. While no securities investment is without
some risk, investments in convertible securities generally entail less risk than
the issuer's common stock, although the extent to which such risk is reduced
depends in large measure upon the degree to which the convertible security sells
above its value as a fixed income security.
 
LOWER RATED CONVERTIBLE SECURITIES
 
   
    PACE LARGE COMPANY VALUE EQUITY INVESTMENTS may invest up to 10% of its
total assets in convertible securities that are rated below investment grade but
no lower than Ba by Moody's or BB by S&P, or if not rated by a NRSRO, determined
by its Adviser to be of comparable quality. Convertible securities rated below
investment grade are commonly referred to as "junk bonds" and are deemed by the
NRSROs to be predominantly speculative and may involve significant risk exposure
to adverse conditions.
    
 
    Lower rated convertible securities generally offer a higher current yield
than that available from higher grade issues, but they involve higher risks, in
that they are especially subject to adverse changes in general economic
conditions and in the industries in which the issuers are engaged, to changes in
the financial condition of the issuers and to price fluctuations in response to
changes in interest rates. During periods of economic downturn or rising
interest rates, highly leveraged issuers may experience financial stress, which
could adversely affect their ability to make payments of principal and interest
(or, in the case of convertible preferred stock, dividends) and increase the
possibility of default. In addition, such issuers may not have more traditional
methods of financing available to them, and may be unable to repay debt at
maturity by refinancing. The risk of loss due to default by such issuers is
significantly greater,
 
                                       35
<PAGE>
because such securities frequently are unsecured and subordinated to the prior
payment of senior indebtedness.
 
HEDGING AND RELATED INCOME STRATEGIES
 
    Each Portfolio except PACE MONEY MARKET INVESTMENTS, PACE MUNICIPAL FIXED
INCOME INVESTMENTS, PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS and PACE
SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS may use options (both
exchange-traded and OTC) and futures contracts to attempt to enhance income and
return and may attempt to reduce the overall risk of its investments (hedge) by
using options, options on futures contracts and futures contracts. A Portfolio
may use these instruments to enhance income or return--for example, to change
the Portfolio's exposure from one interest rate to another or from one foreign
currency to another. This can be seen as hedging or speculation depending on the
effect of the instrument, because the Portfolio is using these instruments to
change the underlying characteristic(s) of its portfolio or of particular
positions in the portfolio. These strategies may be used by certain Portfolios
in an attempt to manage their foreign currency exposure, the average duration of
PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED
INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS AND PACE Global
Fixed Income Investments, and other risks of a Portfolio's investments that can
cause fluctuations in its net asset value. Each Portfolio's ability to use these
strategies may be limited by market conditions, regulatory limits and tax
considerations. The use of options and futures solely to enhance income may be
considered a form of speculation. Appendix A to this Prospectus describes the
hedging instruments that these Portfolios may use, and the SAI contains further
information on these strategies.
 
    PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME
INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL
EMERGING MARKETS EQUITY INVESTMENTS may each enter into forward currency
contracts, buy or sell foreign currency futures contracts, write (sell) and
purchase call or put options on securities, currencies and securities indices,
buy or sell interest rate futures contracts and (except for PACE STRATEGIC FIXED
INCOME INVESTMENTS and PACE GLOBAL FIXED INCOME INVESTMENTS) stock index futures
contracts and purchase put and call options or write call or put options on such
contracts for hedging and income and return enhancement purposes. Each Portfolio
(except PACE MONEY MARKET INVESTMENTS, PACE MUNICIPAL FIXED INCOME INVESTMENTS,
PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS and PACE SMALL/MEDIUM COMPANY VALUE
EQUITY INVESTMENTS) may enter into options and futures contracts that
approximate (but do not exceed) the full value of the Portfolio. Under normal
circumstances, however, a Portfolio's use of these instruments will place at
risk a much smaller portion of its assets.
 
    PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME
INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL
EMERGING MARKET EQUITY INVESTMENTS may enter into forward currency contracts for
the purchase or sale of a specified currency at a specified future date either
with respect to specific transactions or with respect to portfolio positions.
For example, when the Adviser anticipates making a currency exchange transaction
in connection with the purchase or sale of a security, a Portfolio may enter
into a forward contract in order to set the exchange rate at which the
transaction will be made. A Portfolio also may enter into a forward contract to
sell an amount of a foreign currency approximating the value of some or all of
the Portfolio's securities denominated in such currency. Each Portfolio may use
forward contracts in one currency or a basket of currencies to hedge against
fluctuations in the value of another currency when the Adviser anticipates there
will be a correlation between the two and may use forward currency contracts to
shift a Portfolio's exposure to foreign currency fluctuations from one country
to another. The primary purpose of entering into these contracts is to minimize
the risk to the Portfolios from adverse changes in the relationship between the
U.S. dollar and foreign currencies.
 
    PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS and PACE STRATEGIC FIXED
INCOME INVESTMENTS may enter into interest rate protection transactions,
including interest rate
 
                                       36
<PAGE>
swaps and interest rate caps, collars and floors for hedging and income and
return enhancement purposes. For example, a Portfolio may enter into interest
rate protection transactions to preserve a return or spread on a particular
investment or portion of its portfolio or to protect against any increase in the
price of securities the Portfolio anticipates purchasing at a later date. A
Portfolio will enter into interest rate protection transactions only with banks
and recognized securities dealers believed by its Adviser to present minimal
credit risks in accordance with guidelines established by the Trust's board of
trustees. A Portfolio may enter into interest rate protection transactions that
approximate (but do not exceed) the full value of the Portfolio.
 
   
    The Portfolios may not employ any of the strategies described above, and
there can be no assurance that any strategy used will succeed. If its Adviser
incorrectly forecasts interest rates, currency exchange rates, market values or
other economic factors in utilizing a strategy for a Portfolio, the Portfolio
might have been in a better position had it not hedged at all. The use of these
strategies involves certain special risks, including (1) the fact that skills
needed to implement a strategy using hedging instruments are different from
those needed to select the Portfolio's securities, (2) possible imperfect
correlation, or even no correlation, between price movements of hedging
instruments and price movements of the investments being hedged, (3) the fact
that, while hedging strategies can reduce the risk of loss, they can also reduce
the opportunity for gain, or even result in losses, by offsetting favorable
price movements in hedged investments and (4) the possible inability of a
Portfolio to sell a portfolio security at an advantageous time, due to the need
for the Portfolio to maintain "cover" or to segregate securities in connection
with hedging transactions and the possible inability of a Portfolio to close out
or to liquidate its hedged position.
    
 
    New financial products and risk management techniques continue to be
developed. Each Portfolio may use these instruments and techniques to the extent
consistent with its investment objectives and regulatory and federal tax
considerations.
 
FOREIGN SECURITIES
 
    PACE MONEY MARKET INVESTMENTS may invest in U.S. dollar-denominated
securities of foreign issuers, including debt securities of foreign corporations
and foreign governments and obligations of foreign banks, domestic branches of
foreign banks, foreign branches of domestic banks and foreign branches of
foreign banks. PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME
INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL
EMERGING MARKETS EQUITY INVESTMENTS may each invest in foreign debt securities,
including securities of foreign corporations, obligations of foreign branches of
U.S. banks and securities issued by foreign governments. PACE INTERMEDIATE FIXED
INCOME INVESTMENTS may invest up to 10% of its total assets in securities
denominated in foreign currencies of developed countries. PACE LARGE COMPANY
VALUE EQUITY INVESTMENTS, PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS and PACE
SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS each may invest up to 5% of its
total assets in foreign securities including ADRs. See "Investment Policies and
Restrictions--Special Characteristics of Foreign and Emerging Market Securities"
in the SAI.
 
    Investments in foreign securities involve risks relating to political and
economic developments abroad, as well as those that result from the differences
between the regulations to which U.S. and foreign issuers and markets are
subject. These risks may include expropriation, confiscatory taxation,
limitations on the use or transfer of Portfolio assets and political or social
instability or diplomatic developments. Moreover, individual foreign economies
may differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency and balance of payments positions. Securities of many
foreign issuers may be less liquid and their prices more volatile than those of
securities of comparable U.S. companies. These risks are often heightened for
investments in emerging countries.
 
    In addition, substantial limitations may exist in certain countries with
respect to a Portfolio's ability to repatriate investment income, capital or the
proceeds of sales of
 
                                       37
<PAGE>
securities by foreign investors. The Portfolio could be adversely affected by
delays in, or a refusal to grant, any required government approval for
repatriation of capital, as well as by the application to the Portfolio of any
restrictions on investments.
 
    The securities markets of many of the emerging countries in which a
Portfolio may invest are substantially smaller, less developed, less liquid and
more volatile than the securities markets of the United States and other more
developed countries. Disclosure and regulatory standards in many respects are
less stringent than in the U.S. and other major markets. There also may be a
lower level of monitoring and regulation of emerging markets and the activities
of investors in such markets, and enforcement of existing regulations has been
extremely limited.
 
    Many of the foreign securities held by a Portfolio will not be registered
with the SEC, nor will the issuers thereof be subject to SEC reporting
requirements. Accordingly, there may be less publicly available information
concerning foreign issuers of securities held by a Portfolio than is available
concerning U.S. companies. Foreign companies, and in particular, companies in
smaller and emerging countries are not generally subject to uniform accounting,
auditing and financial reporting standards or to other regulatory requirements
comparable to those applicable to U.S. companies. A Portfolio's net investment
income and/or capital gains from its foreign investment activities may be
subject to non-U.S. withholding taxes that, if not recoverable by a Portfolio,
may reduce the Portfolio's return.
 
    Additionally, because foreign securities ordinarily will be denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect a Portfolio's net asset value, the value of dividends and
interest earned, gains and losses realized on the sale of securities and net
investment income to be distributed to shareholders by a Portfolio. If the value
of a foreign currency rises against the U.S. dollar, the value of Portfolio
assets denominated in such currency will increase; correspondingly, if the value
of a foreign currency declines against the U.S. dollar, the value of Portfolio
assets denominated in such currency will decrease. The exchange rates between
the U.S. dollar and other currencies can be volatile and are determined by
factors such as supply and demand in the currency exchange markets,
international balances of payments, government intervention, speculation and
other economic and political conditions. Any of these factors could affect a
Portfolio.
 
    The costs attributable to foreign investing that a Portfolio must bear
frequently are higher than those attributable to domestic investing. For
example, the cost of maintaining custody of foreign securities exceeds custodian
costs for domestic securities, and transaction and settlement costs of foreign
investing also frequently are higher than those attributable to domestic
investing. Costs associated with the exchange of currencies also make foreign
investing more expensive than domestic investing. Investment income on certain
foreign securities in which a Portfolio may invest may be subject to foreign
withholding or other government taxes that could reduce the return of these
securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign tax to which a Portfolio
would be subject. Foreign markets have different clearance and settlement
procedures; and in certain markets there have been times when settlements have
failed to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when assets of a Portfolio are uninvested and no return is
earned thereon. The inability of a Portfolio to make intended security purchases
due to settlement problems could cause the Portfolio to miss attractive
investment opportunities. Inability to dispose of a portfolio security due to
settlement problems could result either in losses to a Portfolio due to
subsequent declines in the value of such portfolio security or, if a Portfolio
has entered into a contract to sell the security, could result in possible
liability to the purchaser.
 
    In addition to purchasing securities of foreign issuers in foreign markets,
a Portfolio may invest in ADRs, European Depositary Receipts ("EDRs") or other
securities convertible into securities of companies based in foreign countries.
These securities may not necessarily be denominated in the same currency as the
securities into which they may
 
                                       38
<PAGE>
be converted. Generally, ADRs, traded in registered form, are denominated in
U.S. dollars and are designed for use in the U.S. securities markets, and EDRs,
in bearer form, may be denominated in other currencies and are designed for use
in European securities markets. ADRs are receipts typically issued by a U.S.
bank or trust company evidencing ownership of underlying securities. EDRs are
European receipts evidencing a similar arrangement. For purposes of a
Portfolio's investment policies, ADRs and EDRs are deemed to have the same
classification as the underlying securities they represent. Thus, an ADR or EDR
evidencing ownership of common stock will be treated as common stock.
 
FOREIGN GOVERNMENT SECURITIES
 
    PACE MONEY MARKET INVESTMENTS, PACE INTERMEDIATE FIXED INCOME INVESTMENTS,
PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME INVESTMENTS,
PACE INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL EMERGING MARKETS
EQUITY INVESTMENTS may each invest in foreign government securities. The foreign
government securities in which the Portfolios may invest generally consist of
obligations supported by national, state or provincial governments or similar
political subdivisions. Foreign government securities also include Brady Bonds
and debt obligations of supranational entities, which include international
organizations designated or supported by governmental entities to promote
economic reconstruction or development, international banking institutions and
related government agencies. Examples include the World Bank, the European Coal
and Steel Community, the Asian Development Bank and the Inter-American
Development Bank. See "Investment Policies and Restrictions--Special
Characteristics of Foreign and Emerging Market Securities--Brady Bonds" in the
SAI for further discussion of risks involved when investing in Brady Bonds.
 
    Foreign government securities also include debt securities of
"quasi-governmental agencies" and debt securities denominated in multinational
currency units of an issuer (including supranational issuers). An example of a
multinational currency unit is the European Currency Unit ("ECU"). An ECU
represents specified amounts of the currencies of certain member states of the
European Community. Debt securities of quasi-governmental agencies are issued by
entities owned by either a national, state or equivalent government or are
obligations of a political unit that is not backed by the national government's
full faith and credit and general taxing powers. Foreign government securities
also include mortgage-related securities issued or guaranteed by national, state
or provincial governmental instrumentalities, including quasi-governmental
agencies.
 
    Investments in foreign government debt securities involve special risks. The
issuer of the debt or the governmental authorities that control the repayment of
the debt may be unable or unwilling to pay interest or repay principal when due
in accordance with the terms of such debt, and the Portfolios may have limited
legal recourse in the event of default. Political conditions, especially a
sovereign entity's willingness to meet the terms of its debt obligations, are of
considerable significance.
 
REPURCHASE AGREEMENTS
 
    Each Portfolio may use repurchase agreements. Repurchase agreements are
transactions in which a Portfolio purchases securities from an approved bank or
securities dealer and simultaneously commits to resell the securities to the
bank or dealer at an agreed-upon date and price reflecting a market rate of
interest unrelated to the coupon rate or maturity of the purchased securities.
Repurchase agreements carry certain risks not associated with direct investments
in securities, including possible decline in the market value of the underlying
securities and delays and costs to each Portfolio if the other party to the
repurchase agreement becomes insolvent. Each Portfolio intends to enter into
repurchase agreements only with banks and dealers in transactions believed by
Mitchell Hutchins to present minimum credit risks in accordance with guidelines
established by the Trust's board of trustees.
 
DOLLAR ROLLS AND REVERSE REPURCHASE AGREEMENTS
 
    PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS and PACE STRATEGIC FIXED
INCOME INVESTMENTS may enter into dollar rolls, in which a Portfolio sells
mortgage-backed or other
 
                                       39
<PAGE>
securities for delivery in the current month and simultaneously contracts to
purchase substantially similar securities on a specified future date. In the
case of dollar rolls involving mortgage-backed securities, the mortgage-backed
securities that are purchased will be of the same type and will have the same
interest rate as those sold, but will be supported by different pools of
mortgages. The Portfolio forgoes principal and interest paid during the roll
period on the securities sold, but the Portfolio is compensated by the
difference between the current sales price and the lower price for the future
purchase as well as by any interest earned on the proceeds of the securities
sold. The Portfolio also could be compensated through the receipt of fee income
equivalent to a lower forward price. At the time a Portfolio enters into a
dollar roll, the Trust's custodian will segregate cash or liquid securities
having a value not less than the forward purchase price.
 
    The Portfolios may also enter into reverse repurchase agreements in which
the Portfolio sells securities to a bank or dealer and agrees to repurchase them
at a mutually agreed date and price. The market value of securities sold under
reverse repurchase agreements typically is greater than the proceeds of the
sale, and, accordingly, the market value of the securities sold is likely to be
greater than the value of the securities in which the Portfolio invests those
proceeds. Thus, reverse repurchase agreements involve the risk that the buyer of
the securities sold by the Portfolio might be unable to deliver them when the
Portfolio seeks to repurchase. In the event the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, the
buyer or its trustee or receiver may receive an extension of time to determine
whether to enforce the Portfolio's obligation to repurchase the securities, and
the Portfolio's use of the proceeds of the reverse repurchase agreement may
effectively be restricted pending such decision.
 
    The dollar rolls and reverse repurchase agreements entered into by the
Portfolios normally will be arbitrage transactions in which a Portfolio will
maintain an offsetting position in securities or repurchase agreements that
mature on or before the settlement date on the related dollar roll or reverse
repurchase agreement. Since the Portfolio will receive interest on the
securities or repurchase agreements in which it invests the transaction
proceeds, such transactions may involve leverage. However, since these
securities or repurchase agreements will mature on or before the settlement date
of the related dollar roll or reverse repurchase agreement, the Advisers believe
that these arbitrage transactions do not present the risks to the Portfolio that
are associated with other types of leverage.
 
    Dollar rolls and reverse repurchase agreements will be considered to be
borrowings and, accordingly, will be subject to the respective Portfolios'
limitations on borrowings, which will restrict the aggregate of such
transactions (plus any other borrowings) to 33 1/3% of a Portfolio's total
assets. A Portfolio will not enter into dollar rolls or reverse repurchase
agreements other than in arbitrage transactions as described above, in an
aggregate amount in excess of 5% of the Portfolio's total assets. Neither
Portfolio currently intends to enter into dollar rolls other than in such
arbitrage transactions, and neither Portfolio currently intends to enter into
reverse repurchase agreements other than in such arbitrage transactions or for
temporary or emergency purchases. See "Investment Policies and
Restrictions--Reverse Repurchase Agreements" in the SAI.
 
FLOATING RATE AND VARIABLE RATE OBLIGATIONS
 
    Floating rate and variable rate obligations bear interest at rates that are
not fixed, but that vary with changes in specified market rates or indices.
Accordingly, as interest rates decrease or increase, the potential for capital
appreciation or capital depreciation is less than for fixed rate obligations.
Floating rate or variable rate obligations typically permit the holder to demand
payment of principal from the issuer or remarketing agent at par value prior to
maturity and may permit the issuer to prepay principal, plus accrued interest,
at its discretion after a specified notice period. Frequently, floating rate or
variable rate obligations and/or the demand features thereon are secured by
letters of credit or other credit support arrangements provided by banks, the
credit standing of which affects the credit quality of the obligations.
 
                                       40
<PAGE>
ILLIQUID SECURITIES
 
   
    PACE GLOBAL FIXED INCOME INVESTMENTS, PACE SMALL/MEDIUM COMPANY VALUE EQUITY
INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL
EMERGING MARKETS EQUITY INVESTMENTS may each invest up to 15% of its net assets
in illiquid securities; 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 LARGE COMPANY VALUE EQUITY INVESTMENTS, PACE LARGE COMPANY
GROWTH EQUITY INVESTMENTS and PACE SMALL/MEDIUM COMPANY GROWTH EQUITY
INVESTMENTS may each invest up to 10% of its net assets in illiquid securities.
The term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the price at which a Portfolio has valued the securities. Under
current guidelines of the staff of the SEC, IOs and POs are considered illiquid.
However, IO and PO classes of fixed-rate mortgage-backed securities issued by
the U.S. government or one of its agencies or instrumentalities will not be
considered illiquid if the Portfolio's Adviser has determined that they are
liquid pursuant to guidelines established by the Trust's board of trustees.
Illiquid securities also are considered to include, among other things, certain
cover for OTC options, repurchase agreements in excess of seven days,
non-marketable interest bearing time deposits with maturities in excess of seven
days and securities whose disposition is restricted under the federal securities
laws (other than "Rule 144A securities" that the Portfolio's Adviser has
determined to be liquid under procedures approved by the Trust's board of
trustees). Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act of 1933, as amended ("1933 Act").
Institutional markets for restricted securities have developed as a result of
Rule 144A, providing both readily ascertainable values for restricted securities
and the ability to liquidate an investment to satisfy share redemption orders.
An insufficient number of qualified institutional buyers interested in
purchasing Rule 144A eligible restricted securities held by a Portfolio,
however, could affect adversely the marketability of such portfolio securities,
and the Portfolio might be unable to dispose of such securities promptly or at
favorable prices. See "Investment Policies and Restrictions--Illiquid
Securities" in the SAI.
    
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
 
    Each Portfolio may purchase debt securities, including mortgage- and
asset-backed securities, on a "when-issued" basis or may purchase or sell
securities on a "delayed delivery" basis, i.e., for issuance or delivery to the
Portfolio later than the normal settlement date for such securities at a stated
price and yield. The Portfolio generally would not pay for such securities or
start earning interest on them until they are received. However, when a
Portfolio undertakes a when-issued or delayed delivery purchase commitment, it
immediately assumes the risks of ownership, including the risk of price
fluctuation. Failure of a counter party to deliver a security purchased by a
Portfolio on a when-issued or delayed delivery basis may result in the
Portfolio's incurring a loss or missing an opportunity to make an alternative
investment. Depending on market conditions, a Portfolio's when-issued and
delayed delivery purchase commitments could cause its net asset value per share
to be more volatile, because these securities may increase the amount by which
the Portfolio's total assets, including the value of when-issued and delayed
delivery securities held by the Portfolio, exceeds its net assets. See
"Investment Policies and Restrictions--When-Issued and Delayed Delivery
Securities" in the SAI.
 
ZERO COUPON SECURITIES
 
    PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED
INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS and PACE GLOBAL
FIXED INCOME INVESTMENTS may invest in certain zero coupon securities that are
"stripped" U.S. Treasury notes and bonds. PACE STRATEGIC FIXED INCOME
INVESTMENTS also may invest in zero coupon securities of corporate issuers and
other securities that are issued with original issue discount ("OID") and
payment-in-kind ("PIK") securities. Federal tax law requires that a holder of a
security with OID accrue a portion of the OID as income each year, even though
the holder may receive no interest payment on the security during the year.
Accordingly, although
 
                                       41
<PAGE>
the investing Portfolio will receive no payments on its zero coupon securities
prior to their maturity or disposition, it will have income attributable to such
securities prior to that time. Similarly, while PIK securities may pay interest
in the form of additional securities rather than cash, that interest must be
included in the annual income of PACE STRATEGIC FIXED INCOME INVESTMENTS.
 
    Companies such as the Portfolios, which seek to qualify for pass-through
federal income tax treatment as regulated investment companies (each, a "RIC"),
must distribute substantially all of their net investment income each year,
including non-cash income. Accordingly, each Portfolio will be required to
include in its dividends an amount equal to the income attributable to its zero
coupon, other OID and PIK securities. Those dividends will be paid from the cash
assets of a Portfolio or by liquidation of portfolio securities, if necessary,
at a time when the Portfolio otherwise might not have done so. Zero coupon and
PIK securities usually trade at a substantial discount from their face or par
value and will be subject to greater fluctuations of market value in response to
changing interest rates than debt obligations of comparable maturities that make
current distributions of interest in cash. See "Taxes" in the SAI.
 
LENDING OF PORTFOLIO SECURITIES
 
   
    Each Portfolio may lend its securities to qualified broker-dealers or
institutional investors in an amount up to 33 1/3% of its total assets
(including the loan collateral) taken at market value. Lending securities
enables a Portfolio to earn additional income but could result in a loss or
delay in recovering the Portfolio's securities. The borrower must maintain with
the Portfolio's custodian collateral in the form of cash, liquid securities or
irrevocable letters of credit that meet certain guidelines established by
Mitchell Hutchins in an amount at least equal to the market value of the
securities loaned, plus accrued interest and dividends, determined on a daily
basis and adjusted accordingly. In determining whether to lend securities to a
particular broker-dealer or institutional investor, the Manager will consider,
and during the period of the loan will monitor, all relevant facts and
circumstances, including the creditworthiness of the borrower. Each Portfolio
will retain authority to terminate any loans at any time. A Portfolio may pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker. A Portfolio
will receive reasonable interest on the loan or a flat fee from the borrower and
amounts equivalent to any dividends, interest or other distributions on the
securities loaned. A Portfolio will regain record ownership of loaned securities
to exercise beneficial rights, such as voting and subscription rights and rights
to dividends, interest or other distributions, when retaining such rights is
considered to be in the Portfolio's interest.
    
 
DERIVATIVES
 
    Certain Portfolios may invest in instruments or securities that commonly are
referred to as "derivatives," because their value depends on (or "derives" from)
the value of an underlying asset, reference rate or index. Derivative
instruments include options, futures contracts, interest rate protection
contracts and similar instruments that may be used by certain Portfolios in
hedging and related income strategies. There is only limited consensus as to
what constitutes a "derivative" security. However, in the Manager's view, the
derivative securities in which one or more of the Portfolios may invest include
listed options and futures on market indices, interest rates and foreign
currencies, "stripped" securities, such as CATS and TIGRs, and specially
structured types of mortgage- and asset-backed securities, such as IOs, POs and
inverse floaters, and dollar-denominated securities whose value is linked to
foreign currencies. The market value of derivative instruments and securities
sometimes is more volatile than that of other investments, and each type of
derivative instrument may pose its own special risks. An Adviser takes these
risks into account in its management of the Portfolio.
 
PORTFOLIO TURNOVER
 
    The portfolio turnover rates for each Portfolio may vary greatly from year
to year and will not be a limiting factor when an Adviser deems portfolio
changes appropriate. A high portfolio turnover rate (i.e., 100% or more) may
involve correspondingly greater brokerage
 
                                       42
<PAGE>
   
commissions and other transaction costs, which will be borne directly by each
Portfolio. See "Portfolio Transactions" in the SAI. In addition, high portfolio
turnover may result in increased short-term capital gains, which when
distributed to shareholders, are treated as ordinary income. See "Dividends and
Taxes." PACE MONEY MARKET INVESTMENTS' portfolio turnover is zero for regulatory
reporting purposes.
    
 
TEMPORARY DEFENSIVE INVESTMENTS
 
    When an Adviser believes unusual circumstances warrant a defensive posture,
and with the concurrence of the Manager, each Portfolio temporarily may commit
all or any portion of its assets to cash (U.S. dollars or foreign currencies) or
money market instruments of U.S. or foreign issuers, including repurchase
agreements.
 
    PACE MUNICIPAL FIXED INCOME INVESTMENTS may invest temporarily without limit
in certain taxable securities for defensive purposes. PACE GLOBAL FIXED INCOME
INVESTMENTS may invest temporarily in securities of only one country, including
the United States, for such purposes. PACE INTERNATIONAL EQUITY INVESTMENTS also
may invest temporarily up to 100% of its assets in domestic debt, foreign debt
principally traded in the United States and in foreign securities principally
traded outside of the United States, obligations issued or guaranteed by the
U.S. or a foreign government or their respective agencies, authorities or
instrumentalities, corporate bonds and sponsored ADRs for such purposes.
 
   
    The Portfolios are intended as vehicles for the implementation of long-term
asset allocation strategies rendered through the PACE Program that are based on
an evaluation of your investment objectives and risk tolerances. Because these
asset allocation strategies are designed to spread investment risk across the
various segments of the securities markets through investment in a number of
Portfolios, each individual Portfolio generally intends to be fully invested in
accordance with its investment objective and policies during most market
conditions. Although the Adviser of a Portfolio may, upon the concurrence of the
Manager, take a temporary defensive position when the Adviser believes adverse
market conditions so warrant, it can be expected that a defensive posture will
be adopted less frequently than would be the case for other mutual funds. This
policy may impede an Adviser's ability to protect a Portfolio's capital during
declines in the particular segment of the market to which the Portfolio's assets
are committed. Consequently, no single Portfolio should be considered a complete
investment program, and an investment among the Portfolios should be regarded as
a long-term investment that should be held through several market cycles.
    
 
OTHER INVESTMENT POLICIES
 
   
    The Portfolios (except PACE MONEY MARKET INVESTMENTS and PACE MUNICIPAL
FIXED INCOME INVESTMENTS) also may engage in short sales of securities "against
the box." Each Portfolio may borrow money for temporary or emergency purchases,
but not in excess of 10% of its total assets; however, no Portfolio will
purchase securities when its borrowings exceed 5% of its total assets.
    
 
    New types of mortgage- and asset-backed securities, derivative securities,
hedging instruments and risk management techniques are developed and marketed
from time to time. Each Portfolio may invest in these securities and instruments
and use these techniques to the extent consistent with its investment objective
and limitations and with disclosure, regulatory and tax considerations.
 
NON-DIVERSIFICATION
 
    PACE INTERMEDIATE FIXED INCOME INVESTMENTS and PACE GLOBAL FIXED INCOME
INVESTMENTS are "non-diversified," as that term is defined in the 1940 Act, but
each intends to qualify as a RIC for federal income tax purposes. See "Dividends
and Taxes." This means, in general, that more than 5% of each Portfolio's total
assets may be invested in securities of one issuer (including a foreign
government), but only if, at the close of each quarter of its taxable year, the
aggregate amount of such holdings does not exceed 50% of the value of its total
assets and no more than 25% of the value of its total assets is invested in the
securities of a single issuer. To the extent that either Portfolio at times may
include the securities of a smaller number of issuers than if it were
"diversified" (as defined in the 1940 Act), the Portfolio will be subject to
greater risk
 
                                       43
<PAGE>
with respect to its portfolio securities than if it had invested in a broader
range of securities, because changes in the financial condition or market
assessment of a single issuer may cause greater fluctuation in the Portfolio's
total return and the price of Portfolio shares.
 
                                   MANAGEMENT
 
    The overall management of the business and affairs of the Trust and the
Portfolios rests with the Trust's board of trustees. The trustees approve all
significant agreements between the Trust and the persons that furnish services
to the Trust and the Portfolios, including the agreements with the Manager, the
Advisers, the Trust's distributor, custodian and transfer agent. As the Trust's
Manager, Mitchell Hutchins is responsible for the day-to-day business operations
of the Trust.
 
MANAGER
 
   
    Mitchell Hutchins Asset Management Inc., 1285 Avenue of the Americas, New
York, New York 10019, is the Manager of the Trust. Mitchell Hutchins is a wholly
owned asset management subsidiary of PaineWebber, which is a wholly owned
subsidiary of Paine Webber Group Inc. ("PW Group"), a publicly held financial
services holding company. Mitchell Hutchins provides investment advisory and
portfolio management services to investment companies, pension funds and other
institutional, corporate and individual clients. As of October 31, 1998, total
assets under Mitchell Hutchins' management were approximately $  billion. As of
that date, Mitchell Hutchins served as investment adviser or sub-adviser to
  registered investment companies with   separate portfolios having aggregate
assets of approximately $    billion. See "Management--Advisers--PACE Money
Market Investments."
    
 
    Pursuant to an Investment Management and Administration Agreement with the
Trust ("Management Agreement"), Mitchell Hutchins manages the investment
operations of the Trust, administers the Trust's affairs, provides investment
advisory services for PACE MONEY MARKET INVESTMENTS and is responsible for the
selection, subject to review and approval of the trustees, of Advisers for each
of the Portfolios (other than PACE MONEY MARKET INVESTMENTS) and the review of
the Advisers' continued performance. See "Investment Management, Advisory and
Distribution Arrangements--Investment Management Arrangements" in the SAI.
 
    Pursuant to a separate Sub-Advisory Agreement (the "Advisory Agreement")
between Mitchell Hutchins and each Adviser, the Advisers furnish investment
advisory services in connection with the investment management of the respective
Portfolios other than PACE MONEY MARKET INVESTMENTS. Each Adviser is paid a fee
for its services by the Manager out of the fee it collects from the applicable
Portfolio. No additional fee is paid by the investor.
 
   
    Subject to the supervision and direction of the trustees, the Manager
provides to the Trust investment management evaluation services principally by
(1) performing initial review of and recommending prospective Advisers for each
Portfolio other than PACE MONEY MARKET INVESTMENTS and (2) monitoring Adviser
performance. In evaluating prospective Advisers, the Manager considers, among
other factors, each Adviser's level of expertise, relative performance,
consistency of performance and investment discipline or philosophy. The Manager
is responsible for communicating performance expectations and evaluations to the
Advisers and for ultimately recommending to the trustees whether Advisers'
contracts should be renewed, modified or terminated. The Manager reports to the
trustees regarding the results of its evaluation and monitoring functions. For
PACE MONEY MARKET INVESTMENTS, the Manager is responsible for furnishing
investment advisory services to the Portfolio, subject to the supervision of the
trustees.
    
 
    The Manager is also responsible for conducting the general operation of the
Trust except those functions performed by the Advisers, custodian and transfer
agent. Pursuant to the Management Agreement, each Portfolio pays the Manager a
fee comprised of two components: one, for administrative services provided to
each Portfolio, computed daily and paid monthly at the annual rate of 0.20% of
each Portfolio's average daily net assets; and the other, for investment
management services provided to each Portfolio, computed daily and paid monthly
at the annual rate specified below based on the
 
                                       44
<PAGE>
value of the Portfolio's average daily net assets. The Manager pays each
Adviser, out of the investment management services fee it receives from the
applicable Portfolio, a fee that is computed daily and paid monthly at the
annual rate specified below based on the value of the Portfolio's average daily
net assets:
 
<TABLE>
<CAPTION>
                                                    FEE RATE PAID
                                                     BY PORTFOLIO    FEE RATE PAID BY
                                                    TO THE MANAGER    THE MANAGER TO
                                                      (AS A % OF     THE ADVISER (AS
                                                     AVERAGE NET      A % OF AVERAGE
                    PORTFOLIO                          ASSETS)         NET ASSETS)
- --------------------------------------------------  --------------   ----------------
<S>                                                 <C>              <C>
PACE MONEY MARKET INVESTMENTS.....................      0.15%              N/A
PACE GOVERNMENT SECURITIES FIXED INCOME
 INVESTMENTS......................................      0.50%             0.25%
PACE INTERMEDIATE FIXED INCOME INVESTMENTS........      0.40%             0.20%
PACE STRATEGIC FIXED INCOME INVESTMENTS...........      0.50%             0.25%
PACE MUNICIPAL FIXED INCOME INVESTMENTS...........      0.40%             0.20%
PACE GLOBAL FIXED INCOME INVESTMENTS..............      0.60%             0.35%
PACE LARGE COMPANY VALUE EQUITY INVESTMENTS.......      0.60%             0.30%
PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS......      0.60%             0.30%
PACE SMALL/MEDIUM COMPANY VALUE EQUITY
 INVESTMENTS......................................      0.60%             0.30%
PACE SMALL/MEDIUM COMPANY GROWTH EQUITY
 INVESTMENTS......................................      0.60%             0.40%
PACE INTERNATIONAL EQUITY INVESTMENTS.............      0.70%             0.40%
PACE INTERNATIONAL EMERGING MARKETS EQUITY
 INVESTMENTS......................................      0.90%             0.50%
</TABLE>
 
    Investors should be aware that the Manager may be subject to a conflict of
interest when making decisions regarding the retention and compensation of
particular Advisers. However, the Manager's compensation and the Manager's
decisions, including the identity of an Adviser and the specific amount of the
Manager's compensation to be paid to the Adviser, are subject to review and
approval by the board of trustees and separately by the trustees who are not
affiliated with the Manager, any of the Advisers or any of their affiliates. In
addition, the Manager is subject to certain standards of fiduciary duty required
by law.
 
ADVISERS
 
    The Advisers have agreed to the foregoing fees, which are generally lower
than the fees they charge to institutional accounts for which they serve as
investment adviser, partially in recognition of the reduced administrative and
other responsibilities they have undertaken with respect to the Portfolios.
Subject to the monitoring of the Manager and, ultimately, the supervision and
control of the trustees, each Adviser's responsibilities are focused on making
investment decisions for the Portfolio and placing orders to purchase and sell
securities on behalf of the Portfolio in accordance with the Portfolio's stated
investment objective and policies. The Advisers are paid their fees for
management of the Portfolios by Mitchell Hutchins, not the Trust.
 
    The Trust has received an exemptive order from the SEC that permits the
Trust's board of trustees, without the approval of shareholders: (a) to employ a
new Adviser pursuant to the terms of a new Advisory Agreement, either as a
replacement for an existing Adviser or as an additional Adviser; (b) to change
the terms of an Advisory Agreement; and (c) to continue the employment of an
existing Adviser on the same advisory contract terms where a contract has been
assigned because of a change in control of the Adviser. Shareholders would
receive notice of such action, including the information concerning the Adviser
that normally is provided in the Prospectus.
 
    The following sets forth certain information about each of the Advisers:
 
PACE MONEY MARKET INVESTMENTS
 
   
    Mitchell Hutchins is located at 1285 Avenue of the Americas, New York, New
York 10019. It is a wholly owned asset management subsidiary of PaineWebber,
which is in turn wholly owned by PW Group, a publicly owned financial services
holding company. As of October 31, 1998, Mitchell Hutchins was adviser or
subadviser of   investment companies with    separate portfolios having
aggregate assets of approximately $    billion, of which
    
 
                                       45
<PAGE>
   
approximately $    billion consisted of assets in money market funds. Susan
Ryan, a senior vice president of Mitchell Hutchins is primarily responsible for
the day-to-day management of PACE MONEY MARKET INVESTMENTS. Since 1987, Ms. Ryan
has been a portfolio manager at Mitchell Hutchins for taxable money market
funds. See "Management--Manager."
    
 
   
PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS AND PACE STRATEGIC FIXED
INCOME INVESTMENTS
    
 
   
    Pacific Investment Management Company ("PIMCO") is located at 840 Newport
Center Drive, Suite 300, Newport Beach, California 92660. PIMCO is a subsidiary
of PIMCO Advisors L.P. ("PIMCO Advisors"). The general partners of PIMCO
Advisors are PIMCO Partners, G.P. and PIMCO Advisors Holdings L.P. ("PAH").
PIMCO Partners, G.P. is a general partnership between PIMCO Holding LLC, and
PIMCO Partners LLC. PIMCO Partners, G.P. is the sole general partner of PAH. As
of October 31, 1998, PIMCO had over $  billion in assets under management. Since
April, 1996, Pasi Hamalainen has been primarily responsible for the day-to-day
management of PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS. Mr.
Hamalainen is an executive vice president of PIMCO. Prior to joining PIMCO, Mr.
Hamalainen held a fellowship at The Wharton School and assisted in teaching in
the MBA program at the Aresty Institute of Executive Education. Since July,
1997, William C. Powers, a Managing Director of PIMCO, has been primarily
responsible for the day-to-day management of PACE STRATEGIC FIXED INCOME
INVESTMENTS. Mr. Powers has been associated with PIMCO since 1991 as a senior
member of the fixed income portfolio management group. He was previously
associated with Bear Stearns & Co. as Senior Managing Director specializing in
mortgage-backed securities.
    
 
PACE INTERMEDIATE FIXED INCOME INVESTMENTS
 
   
    Pacific Income Advisers, Inc. ("PIA") is located at 1299 Ocean Avenue, Suite
210, Santa Monica, California 90401. Lloyd McAdams and Heather U. Baines, who
serve as Chairman and Chief Investment Officer of PIA and President and Chief
Executive Officer, respectively, own PIA's voting securities, which makes each
of them controlling persons of PIA. As of October 31, 1998, PIA had over $
billion in assets under management. Mr. McAdams is primarily responsible for the
day-to-day management of PACE INTERMEDIATE FIXED INCOME INVESTMENTS. Since 1986,
he has served as Chairman and Chief Investment Officer of PIA and Chairman and
Chief Executive Officer of Syndicated Capital, Inc.
    
 
PACE MUNICIPAL FIXED INCOME INVESTMENTS
 
   
    Morgan Grenfell Capital Management, Incorporated ("MGCM") is located at 150
South Independence Square West, Philadelphia, Pennsylvania 19106. All of the
outstanding voting stock of MGCM is owned by Morgan Grenfell Asset Management,
Ltd., which is a wholly owned subsidiary of Morgan Grenfell Group plc. Morgan
Grenfell Group plc is an indirect wholly owned subsidiary of Deutsche Bank AG,
an international commercial and investment banking group. As of October 31,
1998, MGCM had over $   billion in assets under management. It has been active
in managing portfolios of securities at MGCM since 1989 and over 20 years
experience in the management of tax-exempt fixed income investment. David W.
Baldt is primarily responsible for the day-to-day management of PACE Municipal
Fixed Income Investments. Since June 1989, Mr. Baldt has been Executive Vice
President and Chief Investment Officer for fixed income at MGCM.
    
 
PACE GLOBAL FIXED INCOME INVESTMENTS
 
   
    Rogge Global Partners plc ("Rogge Global") is located at 5-6 St. Andrew's
Hill, London, England EC4V5BY. Rogge Global agreed to be acquired by United
Asset Management Corporation ("UAM") on August 28, 1996; as a result of this
transaction, Rogge Global became a wholly owned subsidiary of UAM. UAM is listed
on the NYSE and is principally engaged through affiliated firms and abroad in
providing institutional investment management services and acquiring
institutional management firms like Rogge Global. As of October 31, 1998, Rogge
Global had over $   billion in assets under management. It was organized in 1984
and specializes in global fixed income management. Rogge Global uses a team
approach in the management of PACE GLOBAL FIXED INCOME INVESTMENTS. The team is
led by Olaf Rogge, Chief Investment Officer of Rogge Global,
    
 
                                       46
<PAGE>
   
along with John Graham, Richard Bell, Adrian James and Malie Okrent. Mr. Rogge,
who founded Rogge Global in 1984, has been managing global investments for more
than 25 years. Mr. Graham joined Rogge Global in February 1994 and is currently
a Director, Portfolio Manager and Analyst. Prior thereto, he served as a Senior
Manager of the Multi-Currency Fixed Income Investment Team at JP Morgan. Mr.
Bell joined Rogge Global in June 1990 and serves as a Director, Portfolio
Manager and Analyst. Mr. James joined Rogge Global in April 1995 and serves as a
Director, Portfolio Manager and Analyst. From October 1987 through April 1995,
Mr. James worked for NatWest Capital Markets, where he was a Director and
functioned as the International Bond Economist. Ms. Okrent joined Rogge Global
in 1998 as a Portfolio Manager in charge of Global Credit. She had previously
been a senior portfolio manager at Rothschild Asset Management managing US,
Global and Short Term mandates. Before joining Rothschild, she had spent the
previous seven years at JP Morgan where she also managed US, global and Short
Term mandates.
    
 
PACE LARGE COMPANY VALUE EQUITY INVESTMENTS
 
   
    Brinson Partners, Inc. ("Brinson Partners") is located at 209 South LaSalle
Street, Chicago, Illinois 60604. Gary P. Brinson is President and Managing
Director of Brinson Partners. Brinson Partners is an indirect subsidiary wholly
owned by UBS AG. UBS AG, with headquarters in Zurich, Switzerland, is an
internationally diversified organization with operations in many aspects of the
financial services industry. As of October 30, 1998, Brinson Partners had
approximately $    billion in assets under management. It and its predecessor
entities have managed domestic and international investment assets since
December 31, 1981. Mr. Jeffrey J. Diermeier, Managing Director of U.S. Equities,
Mr. Robert C. Moore, Managing Director and Director of Equity Research, Mr. John
C. Leonard, Executive Director and Equity Portfolio Strategy Analyst, and Ms.
Lydia J. Miller, Director and Equity Portfolio Strategy Analyst are the team
responsible for the day-to-day management of PACE LARGE COMPANY VALUE EQUITY
INVESTMENTS. Mr. Diermeier was formerly Managing Director of Asset Allocation.
In addition, Mr. Diermeier and Mr. Moore have been working together for over 20
years and both played a key role in the research, design and implementation of
Brinson Partners' proprietary equity valuation model. Prior to joining Brinson
Partners in 1991, Mr. Leonard worked as a Financial Advisor with Sheffield
Financial Management for 4 years. Ms. Miller, who joined Brinson Partners in
1995, formerly served as Director of Equities and Portfolio Manager at SBC
Portfolio Management International, Inc. for over four years and as a mutual
fund Portfolio Manager at Value Line Asset Management for over three years.
    
 
PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS
 
   
    Alliance Capital Management L.P. ("Alliance") is located at 1345 Avenue of
the Americas, New York, New York 10105. Its sole general partner, Alliance
Capital Management Corporation, is an indirect wholly-owned subsidiary of The
Equitable Life Assurance Society of the United States ("Equitable"), one of the
largest life insurance companies in the United States and a wholly-owned
subsidiary of The Equitable Companies Incorporated ("ECI"). ECI is a holding
company controlled by AXA-UAP, a French holding company for an international
group of insurance and related financial services companies. AXA-UAP is
controlled directly and indirectly by FINAXA, a French holding company, and
FINAXA is controlled directly and indirectly by four French mutual insurance
companies, one of which, AXA Assurances I.A.R.D. Mutuelle, itself controls
directly and indirectly more than 25% of the voting power of FINAXA. As of March
31, 1998, Equitable controlled directly and indirectly approximately 57% of the
issued and outstanding units representing assignments of beneficial ownership of
limited partnership interests in Alliance. Alliance is a leading international
investment manager supervising client accounts with assets as of June 30, 1998
of $262.5 billion (of which more than $107.1 billion represented the assets of
registered mutual funds. Jane Mack Gould is primarily responsible for the
day-to-day management of PACE LARGE COMPANY GROWTH
    
 
                                       47
<PAGE>
EQUITY INVESTMENTS. Ms. Gould is a Senior Vice President and Portfolio Manager
and has been with Alliance since 1971.
 
PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS
 
   
    Brandywine Asset Management, Inc. ("Brandywine") is located at Three
Christina Centre, Suite 1200, 201 N. Walnut Street, Wilmington, Delaware 19801.
On January 16, 1998, Brandywine was acquired by Legg Mason, Inc. ("Legg Mason")
in an exchange of stock. Legg Mason, based in Baltimore, Maryland, is a holding
company which provides securities brokerage, investment management and
investment banking services through its wholly owned subsidiaries. Prior to
acquiring Brandywine, Legg Mason had approximately $54 billion in assets under
management. As a result of the merger, Brandywine shareholders became
shareholders of Legg Mason, and Brandywine became a wholly owned subsidiary of
Legg Mason. Under the terms of the merger agreement, Brandywine will continue to
be managed by its senior managers, including its founder and President, W.
Anthony Hitschler, all of whom are expected to remain with the firm under long
term employment agreements. As of October 31, 1998, Brandywine had approximately
$   billion in assets under management. It uses a value-oriented approach when
investing in both domestic and international markets. Henry Otto, a Managing
Director of Brandywine, Michael Jamison, a Managing Director of Brandywine, and
Steven Tonkovich, a Managing Director of Brandywine, are primarily responsible
for the day-to-day management of PACE SMALL/MEDIUM COMPANY VALUE EQUITY
INVESTMENTS. Mr. Otto is the primary portfolio manager for Brandywine's small
capitalization portfolios and has assisted in designing quantitative evaluation
tools at Brandywine since 1988. Mr. Jamison is Chief Investment Officer of
Brandywine's individual management program, responsible for managing both equity
and balanced portfolios at Brandywine since 1993. From 1988 to 1993, Mr. Jamison
was a managing director of Mitchell Hutchins Asset Management Inc. Mr. Tonkovich
is assistant portfolio manager for Brandywine's low price/earnings, small
capitalization portfolios and is also responsible for the ongoing development of
quantitative tools for value investing since 1989.
    
 
PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS
 
   
    Delaware Management Company, Inc. ("Delaware") is located at One Commerce
Square, Philadelphia, PA 19103. Delaware is a member of The Delaware Group, a
subsidiary of Lincoln National Corporation ("Lincoln National"). 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. As of October 31, 1998, Delaware
and its affiliates had over $  billion in assets under management. Delaware and
its predecessors have been managing funds in The Delaware Group since 1938.
Delaware follows a fundamental, bottom-up approach to small company investing.
Gerald S. Frey is primarily responsible for the day-to-day management of PACE
SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS. 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 17 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,
John A. Heffern, Marshall T. Bassett, Jeffery Hynoski, Steven Lampe and Lori F.
Wachs. Mr. 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. Mr. 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. Mr. Hynoski, Vice President, joined Delaware in 1998. Previously, he
held the position of Vice President, Bessemer Trust since 1993. Prior to that he
served as an analyst for Lord Abbett and Cowen Asset Management. Mr. Lampe, Vice
President, joined Delaware in 1995. Prior to that he held a manager position
with Price Waterhouse servicing the financial services industry. Ms. Wachs is an
Assistant Vice
    
 
                                       48
<PAGE>
President. She joined the Delaware Group in 1992 from Goldman Sachs & Company
where she was an equity analyst for two years.
 
PACE INTERNATIONAL EQUITY INVESTMENTS
 
   
    Martin Currie Inc. ("Martin Currie") is located at Saltire Court, 20 Castle
Terrace, Edinburgh, Scotland EHI 2ES. It is a wholly owned subsidiary of Martin
Currie Limited. As of October 31, 1998, Martin Currie had over $    billion in
assets under management. It is one of Scotland's leading independent investment
management companies, and, since its founding in 1881, has developed an
expertise in equity investments. Martin Currie uses a team approach in the
management of PACE INTERNATIONAL EQUITY INVESTMENTS. See "Investment Objectives
and Policies of the Portfolios--PACE International Equity Investments" for a
description of the Adviser's team approach.
    
 
PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS
 
   
    Schroder Capital Management International Inc. ("SCMI") is located at 1301
Avenue of the Americas, New York, New York 10019. It is a wholly owned U.S.
subsidiary of Schroders Incorporated, the wholly owned U.S. holding company
subsidiary of Schroders plc. Schroders plc, which is listed on the London Stock
Exchange, is the holding parent of a large worldwide group of banks and
financial services companies (referred to as the "Schroder Group"), with
associated companies and branch and representative offices located in eighteen
countries worldwide. The financial services companies of the Schroder Group had
approximately $195 billion in assets under management as of June 30, 1998. As of
October 31, 1998, SCMI, together with its UK affiliate Schroder Capital
Management International Limited, had over $  billion in assets under
management. Since its founding in 1980, SCMI has developed an expertise in
emerging markets investments. John A. Troiano, Heather Crighton and Mark
Bridgeman, with the assistance of an emerging markets investment committee, are
primarily responsible for the day-to-day management of PACE INTERNATIONAL
EMERGING MARKETS EQUITY INVESTMENTS. Mr. Troiano has been a Managing Director of
SCMI since October 1995, and has been employed by various Schroder Group
companies in the portfolio management area since 1981. Ms. Crighton is a First
Vice President of SCMI and has been employed by SCMI in the investment research
and portfolio management areas since 1992. Mr. Bridgeman, a Vice President of
SCMI, has been employed by various Schroder Group companies in the investment
research and portfolio management areas since 1990.
    
 
FEE WAIVERS AND SUBSIDIES
 
   
    Mitchell Hutchins has agreed to waive all or a portion of its management fee
and subsidize certain operating expenses of the Portfolios through July 31, 1999
to the extent necessary to assure competitiveness. See "Trust Expenses." Fee
waivers and/or expense subsidies will increase a Portfolio's yield or total
return. See "Performance Information." Fee waivers and expense subsidies are not
guaranteed to continue in future years.
    
 
DISTRIBUTOR
 
    Mitchell Hutchins is the distributor of each Portfolio's shares. PaineWebber
is the exclusive dealer pursuant to a contract with Mitchell Hutchins.
 
PORTFOLIO TRANSACTIONS
 
    PaineWebber, and any of the Advisers or an affiliated person thereof (an
"affiliated broker"), each may act as a broker or futures commission merchant
("FCM") for a Portfolio. In order for an affiliated broker to effect any
portfolio transactions for a Portfolio on an exchange or board of trade, the
commissions, fees or other remuneration received by the affiliated broker must
be reasonable and fair compared to the commissions, fees or other remuneration
paid to other brokers or FCMs in connection with comparable transactions
involving similar securities being purchased or sold on an exchange or board of
trade during a comparable period of time. This standard would allow an
affiliated broker to receive only that remuneration which would be expected to
be received by an unaffiliated broker or FCM in a similar arm's-length
transaction.
 
                              VALUATION OF SHARES
 
    The net asset value of each Portfolio's shares fluctuates and is determined
as of the close of regular trading on the NYSE (currently 4:00 p.m., eastern
time) each Business Day.
 
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<PAGE>
Each Portfolio's net asset value per share is determined by dividing the value
of the securities plus any cash or other assets held by the Portfolio less all
liabilities by the total number of Portfolio shares outstanding.
 
    Each Portfolio values its assets based on their current market value when
market quotations are readily available. If this value cannot be established,
assets are valued at fair value as determined in good faith by or under the
direction of the Trust's board of trustees. The amortized cost method of
valuation is used to value all portfolio securities held by PACE MONEY MARKET
INVESTMENTS and short-term dollar-denominated debt obligations of the other
Portfolios with 60 days or less remaining to maturity, unless the board of
trustees determines that this does not represent fair value. All investments
denominated in foreign currencies are valued daily in U.S. dollars based on the
then-prevailing exchange rate. It should be recognized that judgment plays a
greater role in valuing lower rated debt securities and restricted or illiquid
securities held by any of the Portfolios because there is less reliable,
objective data available.
 
                                   PURCHASES
 
GENERAL
 
    Purchases of shares of a Portfolio by a PACE Program participant must be
made through a securities account maintained with PaineWebber. Payment for
Portfolio shares must be made by check made payable to PaineWebber. No brokerage
account or inactivity fee is charged in connection with a brokerage account
through which an investor purchases shares of a Portfolio.
 
    THE PACE PROGRAM.  Shares of the Portfolios currently are available only to
participants in the PACE Program. The PACE Program and the Trust are designed to
assist investors in devising an asset allocation strategy to meet their
individual needs. PaineWebber, through the PACE Program, provides investment
advisory services in connection with allocations of assets among the Portfolios
principally by: identifying the investor's risk tolerances and investment
objectives based on information provided by the investor; identifying and
recommending in writing a suggested allocation of assets among the Portfolios
that conforms to those tolerances and objectives; providing a monthly account
statement; and providing performance data on a quarterly basis. PaineWebber will
not have any investment discretion over the investor's PACE Program account; all
investment decisions ultimately rest with the investor.
 
    Under the PACE Program, PaineWebber investment executives provide services
to the investor that include assisting the investor to identify his or her
financial characteristics, including risk tolerances and investment objectives
in the context of the Portfolios, and assisting the investor to complete an
Investor Profile Questionnaire, that can be updated periodically upon the
investor's request. PaineWebber uses an investment profile evaluation and asset
allocation methodology to assist it in translating investor needs, preferences
and attitudes identified from the questionnaire into suggested portfolio
allocations. A PaineWebber investment executive presents the recommended
allocation to the investor initially and may also review later with the investor
monthly account statements and other information such as the performance data
provided on a quarterly basis, monitor identified changes in the investor's
financial characteristics and assist the investor in preparing a revised
questionnaire or otherwise communicating changes to PaineWebber for
reevaluation. In addition, for any investor who so directs his or her
PaineWebber investment executive, the investor's holdings in the PACE Program
will be automatically rebalanced on a periodic basis to maintain the investor's
designated allocation among the Portfolios. Screening will be performed
quarterly with respect to accounts for which the investor has elected the
rebalancing service, and rebalancing will be performed for each such account
where the deviation from the allocation prescribed by the investor exceeds the
uniform threshold. Also, the PACE Program participant and his/her PaineWebber
investment executive will discuss the participant's investments in the PACE
Program at least annually.
 
    PACE Program participants will pay PaineWebber a quarterly Program Fee at an
annual rate of up to 1.50% of the value of the
 
                                       50
<PAGE>
shares of the Portfolios held in the participant's PaineWebber account. The
quarterly fee will be charged to the participant's securities account. Qualified
plans may make arrangements to pay the quarterly fee separately. The Program Fee
may be reduced at various levels of assets and for participation by certain
individual retirement accounts ("IRAs"), retirement plans for self-employed
individuals and employee benefit plans subject to the Employee Retirement Income
Security Act of 1974 (collectively "Plans"). For certain Plans, PaineWebber may
provide different services than those described above for different fees. Fees
may be subject to negotiation, and fees may differ based upon a number of
factors, including, but not limited to, the type of account, the size of the
account, the amount of PACE Program assets and the number and range of
supplemental advisory services to be provided by PaineWebber investment
executives. PaineWebber investment executives receive a portion of any PACE
Program Fee paid in consideration of providing services to participants in the
PACE Program. Investors who are fiduciaries or otherwise, in the process of
making investment decisions with respect to Plans, should consider, in a prudent
manner, the relationship of the fees to be paid by the Plan along with the level
of services provided by PaineWebber. The minimum initial investment in the Trust
is $25,000, and any subsequent investment in the Trust must be at a minimum of
$500. The minimum initial investment in the Trust purchased through an IRA, or
purchased for an account established under the Uniform Gift to Minors Act, is
$10,000. The Trust reserves the right at any time to vary the initial and
subsequent investment minimums. See "Other Services and Information--Individual
Retirement Accounts."
 
    Trustees of the Trust, employees of PaineWebber and Mitchell Hutchins and
their subsidiaries, and family members of these persons who maintain an
"employee related" account at PaineWebber and trustees/directors of PaineWebber
mutual funds may participate in the PACE Program at a reduced, or without the
imposition of the, PACE Program Fee.
 
    Payment for shares of the Trust is due at PaineWebber no later than the
first Business Day after the order is placed (the "Settlement Date"). No order
may be placed until the investor has completed a questionnaire, reviewed the
resulting analysis, made the asset allocation decision and executed necessary
PACE Program documentation. Investors who make payment prior to the Settlement
Date will designate a temporary investment (such as a non-PACE PaineWebber money
market fund) for the payment until the Settlement Date.
 
                                  REDEMPTIONS
 
REDEMPTIONS IN GENERAL
 
    As described below, Portfolio shares may be redeemed at their net asset
value, and redemption proceeds will be paid within the first Business Day of the
receipt of a redemption request. Investors may redeem shares through
PaineWebber.
 
    Investors may submit redemption requests to their PaineWebber investment
executives in person or by telephone, mail or wire. As each Portfolio's agent,
PaineWebber will honor a redemption request by repurchasing Portfolio shares
from a redeeming shareholder at the shares' net asset value next determined
after receipt of the request by PaineWebber's New York City offices. Within the
first Business Day after receipt of the request, repurchase proceeds will be
credited to the investor's brokerage account or paid by check at the election of
the investor. PaineWebber reserves the right not to honor any redemption
request, in which case PaineWebber promptly will forward the request to the
Transfer Agent for redemption as described below. The redeeming shareholders
will be advised by their account executives if PaineWebber chooses not to honor
a redemption request. PaineWebber investment executives are responsible for
promptly forwarding redemption requests to PaineWebber's New York City offices.
 
    A redemption request will be executed by the Transfer Agent at the net asset
value next computed after it is received in "good order." "Good order" means
that the request must be accompanied by the following: (1) a letter of
instruction or a stock assignment specifying the number of shares or amount of
investment to be redeemed (or that all shares credited to a Portfolio account by
redeemed), signed by all registered owners of the shares in the exact names in
which they are registered, (2) a
 
                                       51
<PAGE>
guarantee of the signature of each registered owner by an eligible institution
acceptable to the Transfer Agent and in accordance with SEC rules, such as a
commercial bank trust company or member of a recognized stock exchange, (3)
other supporting legal documents for estates, trusts, guardianships,
custodianships, partnerships and corporations and (4) duly endorsed share
certificates, if any. Investors are responsible for ensuring that a request for
redemption is received in "good order."
 
ADDITIONAL INFORMATION ON REDEMPTIONS
 
    An investor in the PACE Program may have redemption proceeds of $1 million
or more wired to the investor's PaineWebber brokerage account or a commercial
bank account designated by the investor. Questions about this option, or
redemption requirements generally, should be referred to the investor's
PaineWebber investment executive. If an investor requests redemption of shares
which were purchased recently, the Trust may delay payment until it is assured
that good payment has been received. In the case of purchases by check, this can
take up to 15 days.
 
    Because the Trust incurs certain fixed costs in maintaining shareholder
accounts, the Trust reserves the right to redeem all Portfolio shares in any
PACE Program account of less than $7,500 net asset value. If the Trust elects to
do so, it will notify the investor and provide the investor the opportunity to
increase the amount invested to the account minimum in effect at the time the
account was originally opened or more within 30 days of the notice. The Trust
will not redeem accounts that fall below $7,500 solely as a result of a
reduction in net asset value per share or redemptions to pay PACE Program fees.
Proceeds of an involuntary redemption will be deposited in the investor's
brokerage account unless the PACE Program is instructed to the contrary.
 
                         OTHER SERVICES AND INFORMATION
 
    Investors interested in the services described below should consult their
PaineWebber investment executive.
 
    AUTOMATIC INVESTMENT PLAN.  Certain shareholders may purchase shares of a
Portfolio through an automatic investment plan, under which shareholders may
authorize PaineWebber to place a purchase order each month or quarter for
Portfolio shares in an amount not less than $500 per month or quarter. The
purchase price is paid automatically from cash held in the shareholder's
PaineWebber brokerage account through the automatic redemption of the
shareholder's shares of a PaineWebber money market fund account or through the
liquidation of other securities held in the investor's PaineWebber brokerage
account. If the PACE Program assets are held in a PaineWebber RMA account, the
shareholder may arrange for preauthorized automatic fund transfer on a regular
basis, from the shareholder's bank account to the shareholder's RMA account.
Shareholders may utilize this service in conjunction with the automatic
investment plan to facilitate regular PACE investments. This automatic fund
transfer service, however, is not available for retirement plan shareholders. In
addition to providing a convenient and disciplined manner of investing,
participation in the automatic investment plan enables the investor to use the
technique of "dollar cost averaging." When under the automatic investment plan a
shareholder invests the same dollar amount each month, the shareholder will
purchase more shares when a Portfolio's net asset value per share is low and
fewer shares when the net asset value per share is high. Using this technique, a
shareholder's average purchase price per share over any given period will
usually be lower than if the shareholder purchased a fixed number of shares on a
monthly basis during the period. Of course, investing through the automatic
investment plan does not assure a profit or protect against loss in declining
markets. Additionally, since the automatic investment plan involves continuous
investing regardless of price levels, an investor should consider his or her
financial ability to continue purchases through periods of low price levels.
 
    For further information regarding the automatic investment plan, the RMA
account or the automatic funds transfer service, shareholders should contact
their PaineWebber investment executive.
 
    AUTOMATIC REDEMPTION PLAN.  Shareholders may have PaineWebber redeem a
portion of their shares in the PACE Program monthly or quarterly under the
automatic redemption plan.
 
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<PAGE>
Quarterly redemptions are made in March, June, September and December. The
amount to be redeemed must be at least $500 per month or quarter. Purchases of
additional shares of a Portfolio concurrent with redemption are ordinarily
disadvantageous to shareholders because of tax liabilities. For retirement plan
shareholders, special limitations apply. For further information regarding the
automatic redemption plan, shareholders should contact their PaineWebber
investment executive.
 
    INDIVIDUAL RETIREMENT ACCOUNTS.  Shares of the Portfolios may be purchased
through IRAs. In addition, a Self-Directed IRA is available through PaineWebber
under which investments may be made in the Portfolios as well as in other
investments available through PaineWebber. The minimum initial investment in an
IRA is $10,000. Investors considering establishing an IRA should review
applicable tax laws and should consult their tax advisers.
 
                                   EXCHANGES
 
    Shares of a Portfolio may be exchanged without payment of any exchange fee
for shares of another Portfolio at their respective net asset values. Portfolio
shares are not exchangeable with shares of other PaineWebber mutual funds.
 
    Whether pursuant to a particular request or automatic rebalancing, an
exchange of shares is treated for federal income tax purposes as a redemption
(sale) of shares given in exchange by the shareholder, and an exchanging
shareholder may, therefore, realize a taxable gain or loss in connection with
the exchange.
 
    For further information regarding the exchange privilege, investors should
contact their PaineWebber investment executive. PaineWebber reserves the right
to reject any exchange request and the exchange privilege may be modified or
terminated after 60 days' written notice to shareholders.
 
                              DIVIDENDS AND TAXES
 
DIVIDENDS
 
    Net investment income, net realized long-and short-term capital gains, and
net realized gains from foreign currency transactions will be determined
separately for each Portfolio. Dividends from the net investment income of PACE
MONEY MARKET INVESTMENTS are declared daily and paid monthly. Shareholders of
this Portfolio receive dividends from the day following the purchase up to and
including the date of redemption. Dividends from the net investment income of
PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED
INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE MUNICIPAL
FIXED INCOME INVESTMENTS and PACE GLOBAL FIXED INCOME INVESTMENTS are declared
and paid monthly. Dividends from the net investment income of the six equity
Portfolios are declared and paid annually. Net investment income includes
dividends and accrued interest and discount, less amortization of premium
(except for PACE GLOBAL FIXED INCOME INVESTMENTS) and accrued expenses. Each of
PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE INTERMEDIATE FIXED INCOME
INVESTMENTS, PACE GLOBAL FIXED INCOME INVESTMENTS, PACE INTERNATIONAL EQUITY
INVESTMENTS and PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS may, but
is not required to, distribute with any dividend all or a portion of any net
realized gains from foreign currency transactions. While PACE STRATEGIC FIXED
INCOME INVESTMENTS, PACE INTERMEDIATE FIXED INCOME INVESTMENTS and PACE GLOBAL
FIXED INCOME INVESTMENTS each may accompany dividends with distributions of net
realized short-term capital gains and net realized gains from foreign currency
transactions, it is possible that, due to currency-related losses or short-term
capital losses after such a distribution, all or a portion of its distributions
may be treated as a non-taxable return of capital to shareholders for tax
purposes.
 
   
    Substantially all of each Portfolio's net capital gain (the excess of net
long-term capital gain over net short-term capital loss), if any, together with
any undistributed net realized short-term capital gain and net realized gains
from foreign currency transactions, is distributed annually. A Portfolio may
make additional distributions if necessary to avoid a 4% excise tax on certain
undistributed income and capital gain.
    
 
    Each Portfolio's dividends and other distributions are paid in additional
Portfolio shares at net asset value unless the shareholder has requested cash
payments. Shareholders who
 
                                       53
<PAGE>
wish to receive dividends and/or other distributions in cash, either mailed to
the shareholder by check or credited to the shareholder's PaineWebber account,
should contact their PaineWebber investment executive or complete the
appropriate section of the application form.
 
TAXES
 
    Each Portfolio intends to continue to qualify for treatment as a RIC under
the Internal Revenue Code so that it will be relieved of federal income tax on
that part of its investment company taxable income (consisting generally of
taxable net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (the excess
of net long-term capital gain over net short-term capital loss) that is
distributed to its shareholders.
 
    Dividends from a Portfolio's investment company taxable income (whether paid
in cash or in additional Portfolio shares) generally are taxable to its
shareholders as ordinary income. Distributions of a Portfolio's net capital gain
(whether paid in cash or in additional Portfolio shares), when designated as
such, are taxable to its shareholders as long-term capital gain, regardless of
how long they have held their Portfolio shares. Shareholders not subject to tax
on their income will not be required to pay tax on amounts distributed to them.
 
    Distributions by PACE MUNICIPAL FIXED INCOME INVESTMENTS that it designates
as "exempt-interest dividends" generally may be excluded from gross income by a
shareholder. These dividends constitute the portion of the Portfolio's aggregate
dividends (excluding capital gain distributions) equal to the excess of the
excludable interest over certain amounts disallowed as deductions. In order to
pay exempt-interest dividends to its shareholders, that Portfolio must (and
intends to) satisfy the requirement that, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets consists of
securities the interest on which is exempt from federal income tax.
 
    Interest on indebtedness incurred or continued by a shareholder to purchase
or carry shares of PACE MUNICIPAL FIXED INCOME INVESTMENTS is not deductible. If
that Portfolio invests in certain PABs, shareholders must include the portion of
their exempt-interest dividends from that Portfolio attributable to those PABs
in calculating their liability for the AMT. Corporate shareholders must include
all of their exempt-interest dividends in calculating their liability for that
tax. If that Portfolio realizes capital gains as a result of market
transactions, any distribution of those gains is taxable to its shareholders.
All or a portion of the exempt-interest dividends paid by that Portfolio also
may be subject to state or local taxes, or both. Moreover, when a shareholder
redeems shares of that Portfolio, the portion of the redemption proceeds
attributable to undistributed excludable interest will lose its character as
such and may be taxable as part of the redemption proceeds (see below).
 
   
    The Trust notifies its shareholders following the end of each calendar year
of the amounts of dividends and capital gain distributions paid (or deemed paid)
that year by each Portfolio and of any portion of those dividends that qualifies
for the corporate dividends-received deduction or, in the case of PACE MUNICIPAL
FIXED INCOME INVESTMENTS, any portion thereof that is a tax preference item for
purposes of the AMT. Under certain circumstances, the notice also will specify
the shareholder's share of any foreign taxes paid by the Portfolio, in which
event the shareholder would be required to include in his gross income his pro
rata share of those taxes but might be entitled to claim a credit or deduction
for those taxes.
    
 
    The Trust is required to withhold 31% of all taxable dividends, capital gain
distributions and (except in the case of PACE MONEY MARKET INVESTMENTS)
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who do not provide the Trust with a correct taxpayer identification
number. Withholding at that rate is also required from taxable dividends payable
to such shareholders who otherwise are subject to backup withholding.
 
    A redemption of shares of a Portfolio may result in taxable gain or loss to
the redeeming shareholder, depending upon whether the redemption proceeds
payable to the shareholder are more or less than the shareholder's adjusted
basis for the redeemed shares. An exchange of Portfolio shares for shares of
another Portfolio generally will have
 
                                       54
<PAGE>
similar tax consequences. If shares of a Portfolio are purchased within 30 days
before or after redeeming that Portfolio's shares at a loss (including receipt
of Portfolio shares in payment of a dividend distribution and acquisition of
shares through the automatic investment plan), all or a portion of that loss
will not be deductible and will increase the basis of the newly purchased
shares.
 
    As noted above, shareholders will pay a PACE Program Fee. For most
shareholders who are individuals, this fee will be treated as a "miscellaneous
itemized deduction" for federal income tax purposes. An individual's
miscellaneous itemized deductions for any taxable year are allowable only to the
extent the aggregate of those deductions exceeds 2% of adjusted gross income.
The deductibility of this fee also is subject to the overall limitation on
itemized deductions for individuals having adjusted gross income in excess of
specified levels which vary depending on their filing status.
 
    The foregoing is only a summary of some of the important federal tax
considerations generally affecting each Portfolio and its shareholders; see the
SAI for a further discussion. There may be other federal, state or local tax
considerations applicable to a particular investor. Prospective investors are
urged to consult their tax advisers.
 
                            PERFORMANCE INFORMATION
 
    Each Portfolio performs a standardized computation of annualized total
return and may show this return in advertisements or promotional materials.
Standardized return shows the change in value of an investment in a Portfolio as
a steady compound annual rate of return. Actual year-by-year returns fluctuate
and may be higher or lower than standardized return. Total return calculations
assume reinvestment of dividends and other distributions.
 
    Each Portfolio may use other total return presentations in conjunction with
standardized return. These may cover the same or different periods as those used
for standardized return and may include cumulative returns, average annual
rates, actual year-by-year rates or any combination thereof.
 
    PACE MUNICIPAL FIXED INCOME INVESTMENTS, PACE GOVERNMENT SECURITIES FIXED
INCOME INVESTMENTS, PACE INTERMEDIATE FIXED INCOME INVESTMENTS, PACE STRATEGIC
FIXED INCOME INVESTMENTS and PACE GLOBAL FIXED INCOME INVESTMENTS also may
advertise their yield. Yield (except with regard to PACE MONEY MARKET
INVESTMENTS) reflects investment income net of expenses over a 30-day (or
one-month) period on a Portfolio share, expressed as an annualized percentage of
the net asset value per share at the end of the period. PACE MONEY MARKET
INVESTMENTS may advertise its yield and effective yield. The yield of PACE MONEY
MARKET INVESTMENTS is the income on an investment in the Portfolio over a
specified seven-day period. This income is then "annualized" (that is, assumed
to be earned each week over a 52-week period) and shown as a percentage of the
investment. The effective yield is calculated similarly but, when annualized,
the income earned is assumed to be reinvested. The effective yield will be
higher than the yield because of the compounding effect of this assumed
reinvestment.
 
    In addition to the Portfolio's yield, PACE MUNICIPAL FIXED INCOME
INVESTMENTS may also show tax-equivalent yield. Tax-equivalent yield shows the
yield that would produce the same income after a stated rate of taxes as the
Portfolio tax-exempt yield (yield excluding taxable income), with adjustments
for the portion, if any, of a Portfolio's yield that is not tax-exempt. Yield
computations differ from other accounting methods and therefore may differ from
dividends actually paid or reported net income.
 
    Total return and yield information reflects past performance and does not
necessarily indicate future results. Investment return and principal values will
fluctuate, and proceeds upon redemption may be more or less than
a shareholder's cost. See "Performance Information" in the SAI.
 
                              GENERAL INFORMATION
 
ORGANIZATION
 
    The Trust, PaineWebber PACE Select Advisors Trust (formerly known as Managed
Accounts Services Portfolio Trust), is registered with the SEC as an open-end
management
 
                                       55
<PAGE>
investment company and was organized as a Delaware business trust under the laws
of the State of Delaware by Certificate of Trust dated September 9, 1994. The
trustees have authority to issue an unlimited number of shares of beneficial
interest of separate series, par value $.001 per share.
 
    The Trust does not hold annual shareholder meetings. Shareholders of record
holding at least two-thirds of the outstanding shares of the Trust may remove a
trustee by votes cast in person or by proxy at a meeting called for that
purpose. The trustees are required to call a meeting of shareholders for the
purpose of voting upon the question of removal of any trustee when so required
in writing by the shareholders of record holding at least 10% of the Trust's
outstanding shares. Each share of each Portfolio has equal voting rights, except
as noted above. Each share of each Portfolio is entitled to participate equally
in dividends and other distributions and the proceeds of any liquidation. The
shares of each series of the Trust will be voted separately except when an
aggregate vote of all series is required by the 1940 Act.
 
    To avoid additional operating costs and for investor convenience, the
Portfolios will not issue share certificates. Ownership of shares of each
Portfolio is recorded on a stock register by the Transfer Agent and shareholders
have the same rights of ownership with respect to such shares as if certificates
had been issued.
 
CUSTODIAN AND TRANSFER AGENT
 
    State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, is custodian of each Portfolio's assets and employs foreign
sub-custodians approved by the Trust's board of trustees in accordance with
applicable requirements under the 1940 Act, to provide custody of the
Portfolio's foreign assets, if any. PFPC Inc. ("PFPC"), a subsidiary of PNC
Bank, N.A., 400 Bellevue Parkway, Wilmington, Delaware 19809, is the Portfolios'
transfer and dividend disbursing agent. PFPC (not the Funds) pays PaineWebber
for certain Transfer Agency related services that PFPC has delegated to
PaineWebber.
 
CONFIRMATIONS AND STATEMENTS
 
    Shareholders receive confirmations of their purchases and redemptions of
shares of the Portfolios. Participants in the PACE Program will receive a
statement at least monthly that reports all of their Portfolio activity and a
consolidated year-end statement that shows all their Portfolio transactions for
that year. Shareholders also receive audited annual and unaudited semiannual
financial statements of the applicable Portfolios.
 
                                       56
<PAGE>
                                   APPENDIX A
 
    The Portfolios may use some or all of the following instruments:
 
    OPTIONS ON EQUITY AND DEBT SECURITIES AND FOREIGN CURRENCIES--A call option
is a short-term contract pursuant to which the purchaser of the option, in
return for a premium, has the right to buy the security or currency underlying
the option at a specified price at any time during the term of the option. The
writer of the call option, who receives the premium, has the obligation, upon
exercise of the option during the option term, to deliver the underlying
security or currency against payment of the exercise price. A put option is a
similar contract that gives its purchaser, in return for a premium, the right to
sell the underlying security or currency at a specified price during the option
term. The writer of the put option, who receives the premium, has the
obligation, upon exercise of the option during the option term, to buy the
underlying security or currency at the exercise price.
 
    OPTIONS ON SECURITIES INDICES--A securities index assigns relative values to
the securities included in the index and fluctuates with changes in the market
values of those securities. An index option operates in the same way as a more
traditional securities option, except that exercise of an index option is
effected with cash payment and does not involve delivery of securities. Thus,
upon exercise of an index option, the purchaser will realize, and the writer
will pay, an amount based on the difference between the exercise price and the
closing price of the index.
 
   
    INDEX FUTURES CONTRACTS--An index futures contract is a bilateral agreement
pursuant to which one party agrees to accept, and the other party agrees to
make, delivery of an amount of cash equal to a specified dollar amount times the
difference between the index value at the close of trading of the contract and
the price at which the futures contract is originally agreed upon. No physical
delivery of the securities comprising the index is made. Generally, contracts
are closed out prior to the expiration date of the contract.
    
 
    INTEREST RATE AND FOREIGN CURRENCY FUTURES CONTRACTS--Interest rate and
foreign currency futures contracts are bilateral agreements pursuant to which
one party agrees to make, and the other party agrees to accept, delivery of a
specified type of debt security or currency at a specified future time and at a
specified price. Although such futures contracts by their terms call for actual
delivery or acceptance of debt securities or currency, in most cases the
contracts are closed out before the settlement date without the making or taking
of delivery.
 
    OPTIONS ON FUTURES CONTRACTS--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put), rather than to purchase or sell a security or
currency, at a specified price at any time during the option term. Upon exercise
of the option, the delivery of the futures position to the holder of the option
will be accompanied by delivery of the accumulated balance that represents the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future. The writer of an option, upon exercise, will assume a short
position in the case of a call and a long position in the case of a put.
 
    FORWARD CURRENCY CONTRACTS--A forward currency contract involves an
obligation to purchase or sell a specified currency at a specified future date,
which may be any fixed number of days from the contract date agreed upon by the
parties, at a price set at the time the contract is entered into.
 
                                       57
<PAGE>
                                   APPENDIX B
          THIS DOCUMENT HAS BEEN PREPARED BY PAINEWEBBER INCORPORATED
        AS A COPY OF THE NOTICE THAT APPEARED IN THE FEDERAL REGISTER ON
               FRIDAY, MARCH 22, 1996 (VOL. 61, N0. 57 AT 11882).
 
PAINEWEBBER INCORPORATED (PAINEWEBBER) LOCATED IN NEW YORK, NY  [Application No.
D-09818]
 
                               PROPOSED EXEMPTION
 
    Based on the facts and representations set forth in the application, the
Department is considering granting an exemption under the authority of section
408(a) of the Act and section 4975(c)(2) of the Code and in accordance with the
procedures set forth in 29 CFR Part 2570, Subpart B (55 FR 32836, August 10,
1990).(1)
 
Section I. Covered Transactions
 
    If the exemption is granted, the restrictions of section 406(a) of the Act
and the sanctions resulting from the application of section 4975 of the Code, by
reason of section 4975(c)(1) (A) through (D) of the Code, shall not apply,
effective August 18, 1995, to the purchase or redemption of shares by an
employee benefit plan, an individual retirement account (the IRA) or a
retirement plan for a self-employed individual (the Keogh Plan) (collectively
referred to herein as the Plans) in the PaineWebber Managed Accounts Services
Portfolio Trust (the Trust) established in connection with such Plans'
participation in the PaineWebber PACE Program (the PACE Program).
 
    In addition, the restrictions of section 406(b) of the Act and the sanctions
resulting from the application of section 4975 of the Code, by reason of section
4975(c)(1) (E) and (F) of the Code, shall not apply, effective August 18, 1995,
to (a) the provision, by PaineWebber Managed Accounts Services (PMAS), a
division of PaineWebber, of asset allocation and related services to an
independent fiduciary of a Plan (the Independent Fiduciary) or to a directing
participant (the Directing Participant) in a Plan that is covered under the
provisions of section 404(c) of the Act (the Section 404(c) Plan), which may
result in the selection by the Independent Fiduciary or the Directing
Participant of portfolios of the Trust (the Portfolios) in the PACE Program for
the investment of Plan assets; and (b) the provision of investment management
services by Mitchell Hutchins Asset Management, Inc. (Mitchell Hutchins) to the
PACE Money Market Investments Portfolio of the Trust.
 
    This proposed exemption is subject to the conditions set forth below in
Section II.
 
Section II. General Conditions
 
(a) The participation of each Plan in the PACE Program is approved by an
   Independent Fiduciary or, if applicable, Directing Participant.
 
(b) As to each Plan, the total fees paid to PMAS and its affiliates constitute
   no more than reasonable compensation and do not include the receipt of fees
   pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the '40 Act)
   by PMAS and its affiliates in connection with the transactions.
 
(c) No Plan pays a fee or commission by reason of the acquisition or redemption
   of shares in the Trust.
 
(d) The terms of each purchase or redemption of Trust shares remain at least as
   favorable to an investing Plan as those obtainable in an arm's length
   transaction with an unrelated party.
 
(e) PMAS provides written documentation to an Independent Fiduciary or a
   Directing Participant of its recommendations or evaluations based upon
   objective criteria.
 
(f) Any recommendation or evaluation made by PMAS to an Independent Fiduciary or
   Directing Participant is implemented only at the express direction of such
   fiduciary or participant.
 
(g) PMAS provides investment advice in writing to an Independent Fiduciary or
   Directing Participant with respect to all available Portfolios.
 
(h) With the exception of the PACE Money Market Investments Portfolio, any
   sub-adviser (the Sub-Adviser) appointed by Mitchell Hutchins to exercise
   investment discretion with respect to a Portfolio is independent of
   PaineWebber and its affiliates.
 
(i) The quarterly fee that is paid by a Plan to PMAS for asset allocation and
    related services rendered to such Plan under the PACE Program (i.e., the
    outside fee) is offset by such amount as is necessary to assure that
    Mitchell Hutchins retains 20 basis points as a management fee from any
    Portfolio (with the exception of the PACE Money Market Investments Portfolio
    from which Mitchell Hutchins retains an investment management fee of 15
    basis points) containing investments attributable to the Plan investor.
    However, the quarterly fee of 20 basis points that is paid to Mitchell
    Hutchins for administrative services is retained by Mitchell Hutchins and is
    not offset against the outside fee.
 
- --------------------------
  (1) For purposes of this proposed exemption, reference to provisions of Title
I of the Act, unless otherwise specified, refer also to the corresponding
provisions of the Code.
 
                                       58
<PAGE>
(j) With respect to its participation in the PACE Program prior to purchasing
    Trust shares,
 
    (1) Each Independent Fiduciary receives the following written or oral
       disclosures from PaineWebber:
 
        (A) A copy of the prospectus (the Prospectus) for the Trust discussing
           the investment objectives of the Portfolios comprising the Trust; the
           policies employed to achieve these objectives; the corporate
           affiliation existing between PaineWebber, PMAS, Mitchell Hutchins and
           their affiliates; the compensation paid to such entities; any
           additional information explaining the risks of investing in the
           Trust; and sufficient and understandable disclosures relating to
           rebalancing of investor accounts.
 
        (B) Upon written or oral request to PaineWebber, a Statement of
           Additional Information supplementing the Prospectus, which describes
           the types of securities and other instruments in which the Portfolios
           may invest, the investment policies and strategies that the
           Portfolios may utilize and certain risks attendant to those
           investments, policies and strategies.
 
        (C) An investor questionnaire.
 
        (D) A written analysis of PMAS's asset allocation decision and
           recommendation of specific Portfolios.
 
        (E) A copy of the agreement between PMAS and such Plan relating to
           participation in the PACE Program.
 
        (F) Upon written request to Mitchell Hutchins, a copy of the respective
           investment advisory agreement between Mitchell Hutchins and the
           Sub-Advisers.
 
        (G) Copies of the proposed exemption and grant notice describing the
           exemptive relief provided herein.
 
    (2) In the case of a Section 404(c) Plan, the Independent Fiduciary will--
 
        (A) Make copies of the foregoing documents available to Directing
           Participants.
 
        (B) Allow Directing Participants to interact with PaineWebber Investment
           Executives and receive information relative to the services offered
           under the PACE Program, including the rebalancing feature, and the
           operation and objectives of the Portfolios.
 
    (3) If accepted as an investor in the PACE Program, an Independent Fiduciary
       of an IRA or Keogh Plan, is required to acknowledge, in writing to PMAS,
       prior to purchasing Trust shares that such fiduciary has received copies
       of the documents described in paragraph (j)(l) of this Section II.
 
    (4) With respect to a Section 404(c) Plan, written acknowledgement of the
       receipt of such documents is provided by the Independent Fiduciary (i.e.,
       the Plan administrator, trustee, investment manager or named fiduciary,
       as the recordholder of Trust shares). Such Independent Fiduciary will be
       required to represent in writing to PMAS that such fiduciary is--
 
        (A) Independent of PaineWebber and its affiliates;
 
        (B) Knowledgeable with respect to the Plan in administrative matters and
           funding matters related thereto, and;
 
        (C) Able to make an informed decision concerning participation in the
           PACE Program.
 
    (5) With respect to a Plan that is covered under Title I of the Act, where
       investment decisions are made by a trustee, investment manager or a named
       fiduciary, such Independent Fiduciary is required to acknowledge, in
       writing, receipt of such documents and represent to PMAS that such
       fiduciary is--
 
        (A) Independent of PMAS and its affiliates;
 
        (B) Capable of making an independent decision regarding the investment
           of Plan assets;
 
        (C) Knowledgeable with respect to the Plan in administrative matters and
           funding matters related thereto; and
 
        (D) Able to make an informed decision concerning participation in the
           PACE Program.
 
(k) As applicable, subsequent to its participation in the PACE Program, each
   Independent Fiduciary receives the following written or oral disclosures with
   respect to its ongoing participation in the PACE Program:
 
    (1) Written confirmations of each purchase or redemption transaction by the
       Plan with respect to a Portfolio.
 
    (2) Telephone quotations from PaineWebber of such Plan's account balance.
 
    (3) A monthly statement of account from PaineWebber specifying the net asset
       value of the Plan's investment in such account.
 
                                       59
<PAGE>
       Such statement is also anticipated to include cash flow and transaction
       activity during the month, unrealized gains or losses on Portfolio shares
       held; and a summary of total earnings and capital returns on the Plan's
       PACE Portfolio for the month and year-to-date.
 
    (4) The Trust's semi-annual and annual report which will include financial
       statements for the Trust and investment management fees paid by each
       Portfolio.
 
    (5) A written quarterly monitoring report that includes a record of the
       Plan's PACE Program portfolio for the quarter and since inception,
       showing the rates of return relative to comparative market indices
       (illustrated in a manner that reflects the effect of any fees for
       participation in the PACE Program actually incurred during the period);
       an investment outlook summary containing market commentary; and the
       Plan's actual PACE Program portfolio with a breakdown, in both dollars
       and percentages, of the holdings in each portfolio. The quarterly
       monitoring report will also contain an analysis and an evaluation of a
       Plan investor's account to ascertain whether the Plan's investment
       objectives have been met and recommending, if required, changes in
       Portfolio allocations.
 
    (6) A statement, furnished at least quarterly or annually, specifying--
 
        (A) The total, expressed in dollars, of each Portfolio's brokerage
           commissions that are paid to PaineWebber and its affiliates;
 
        (B) The total, expressed in dollars, of each Portfolio's brokerage
           commissions that are paid to unrelated brokerage firms;
 
        (C) The average brokerage commissions per share by the Trust to brokers
           affiliated with PaineWebber, expressed as cents per share; and
 
        (D) The average brokerage commissions per share by the Trust to brokers
           unrelated to PaineWebber and its affiliates, expressed as cents per
           share for any year in which brokerage commissions are paid to
           PaineWebber by the Trust Portfolios in which a Plan's assets are
           invested.
 
    (7) Periodic meetings with a PaineWebber Investment Executive by Independent
       Fiduciaries to discuss the quarterly monitoring report or any other
       questions that may arise.
 
(l) In the case of a Section 404(c) Plan where the Independent Fiduciary has
   established an omnibus account in the name of the Plan (the Undisclosed
   Account) with PaineWebber, the information noted above in subparagraphs
   (k)(1) through (k)(7) of this Section II may be provided directly by
   PaineWebber to the Directing Participants or to the Independent Fiduciary for
   dissemination to the Directing Participants, depending upon the arrangement
   negotiated by the Independent Fiduciary with PMAS.
 
(m) If previously authorized in writing by the Independent Fiduciary, the Plan
   investor's account is automatically rebalanced on a periodic basis to the
   asset allocation previously prescribed by the Plan or participant, as
   applicable, if the quarterly screening reveals that one or more Portfolio
   allocations deviates from the allocation prescribed by the investor by the
   agreed-upon formula threshold.
 
(n) The books and records of the Trust are audited annually by independent,
   certified public accountants and all investors receive copies of an audited
   financial report no later than 60 days after the close of each Trust fiscal
   year.
 
(o) PaineWebber maintains, for a period of six years, the records necessary to
   enable the persons described in paragraph (p) of this Section II to determine
   whether the conditions of this exemption have been met, except that--
 
    (1) A prohibited transaction will not be considered to have occurred if, due
       to circumstances beyond the control of PaineWebber and/or its affiliates,
       the records are lost or destroyed prior to the end of the six year
       period; and
 
    (2) No party in interest other than PaineWebber shall be subject to the
       civil penalty that may be assessed under section 502(i) of the Act, or to
       the taxes imposed by section 4975(a) and (b) of the Code, if the records
       are not maintained, or are not available for examination as required by
       paragraph (p)(1) of this Section II below.
 
(p) (1)  Except as provided in subparagraph (p)(2) of this paragraph and
         notwithstanding any provisions of subsections (a)(2) and (b) of section
         504 of the Act, the records referred to in paragraph (o) of this
         Section II are unconditionally available at their customary location
         during normal business hours by:
 
        (A) Any duly authorized employee or representative of the Department,
           the Internal Revenue Service (the Service) or the Securities and
           Exchange Commission (the SEC);
 
        (B) Any fiduciary of a participating Plan or any duly authorized
           representative of such fiduciary;
 
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        (C) Any contributing employer to any participating Plan or any duly
           authorized employee representative of such employer; and
 
        (D) Any participant or beneficiary of any participating Plan, or any
           duly authorized representative of such participant or beneficiary.
 
(p) (2)  None of the persons described above in paragraphs (p)(l)(B)-(p)(l)(D)
         of this paragraph (P) are authorized to examine the trade secrets of
         PaineWebber or Mitchell Hutchins or commercial or financial information
         which is privileged or confidential.
 
Section III. Definitions
 
    For purposes of this proposed exemption:
 
(a) The term "PaineWebber" means PaineWebber Incorporated and any affiliate of
   PaineWebber, as defined in paragraph (b) of this Section III.
 
(b) An "affiliate" of PaineWebber includes--
 
    (1) Any person directly or indirectly through one or more intermediaries,
       controlling, controlled by, or under common control with PaineWebber.
 
    (2) Any officer, director or partner in such person, and
 
    (3) Any corporation or partnership of which such person is an officer,
       director or a 5 percent partner or owner.
 
(c) The term "control" means the power to exercise a controlling influence over
   the management or policies of a person other than an individual.
 
(d) The term "Independent Fiduciary" means a Plan fiduciary which is independent
   of PaineWebber and its affiliates and is either
 
    (1) A Plan administrator, trustee, investment manager or named fiduciary, as
       the recordholder of Trust shares of a Section 404(c) Plan;
 
    (2) A participant in a Keogh Plan;
 
    (3) An individual covered under a self-directed IRA which invests in Trust
       shares;
 
    (4) An employee, officer or director of PaineWebber and/or its affiliates
       covered by an IRA not subject to Title I of the Act;
 
    (5) A trustee, Plan administrator, investment manager or named fiduciary
       responsible for investment decisions in the case of a Title I Plan that
       does not permit individual direction as contemplated by Section 404(c) of
       the Act; or
 
(e) The term "Directing Participant" means a participant in a Plan covered under
   the provisions of section 404(c) of the Act, who is permitted under the terms
   of the Plan to direct, and who elects to so direct, the investment of the
   assets of his or her account in such Plan.
 
(f) The term "Plan" means a pension plan described in 29 CFR 2510.3-2, a welfare
   benefit plan described in 29 CFR 2510.3-1, a plan described in section
   4975(e)(1) of the Code, and in the case of a Section 404(c) Plan, the
   individual account of a Directing Participant.
 
    Effective Date: If granted, this proposed exemption will be effective as of
August 18, 1995.
 
                      SUMMARY OF FACTS AND REPRESENTATIONS
 
1. The parties to the transactions are as follows:
 
    (a) PAINEWEBBER GROUP (PAINE WEBBER GROUP), located in New York, New York,
       is the parent of PaineWebber. Paine Webber Group is one of the leading
       full-line securities firms servicing institutions, governments and
       individual investors in the United States and throughout the world. Paine
       Webber Group conducts its businesses in part through PMAS, a division of
       PaineWebber and Mitchell Hutchins, a wholly owned subsidiary of
       PaineWebber. Paine Webber Group is a member of all principal securities
       and commodities exchanges in the United States and the National
       Association of Securities Dealers, Inc. In addition, it holds memberships
       or associate memberships on several principal foreign securities and
       commodities exchanges. Although Paine Webber Group is not an operating
       company and, as such, maintains no assets under management, as of
       September 30, 1994, Paine Webber Group and its subsidiaries rendered
       investment advisory services with respect to $36.1 billion in assets.
 
    (b) PAINEWEBBER, whose principal executive offices are located in New York,
       New York, provides investment advisory services to individuals, banks,
       thrift institutions, investment companies, pension and profit sharing
       plans, trusts, estates, charitable organizations, corporations and other
       business and government entities. PaineWebber is also responsible for
       securities underwriting, investment and merchant banking services and
       securities and commodities trading as principal and agent. PaineWebber
       serves as the dealer of Trust shares described herein.
 
    (c) PMAS, located in Weehawken, New Jersey is responsible for individual
       investor account management and investor consulting services. PMAS
       provides such services to the investors involved in various PaineWebber
       investment programs by providing asset allocation recommendations and
       related services with
 
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<PAGE>
       respect to their investments. PMAS provides investment consulting and
       advisory services to more than 40,000 accounts, with account sizes
       ranging from institutional accounts in excess of $650 million in assets
       to individual accounts with $100,000 minimum investments. PMAS provides
       investors in the Trust with asset allocation recommendations and related
       services with respect to investments in the Trust Portfolios.
 
    (d) MITCHELL HUTCHINS, which is located in New York, New York, is a
       registered investment adviser under the Investment Adviser's Act of 1940
       (the Advisers Act) and a wholly owned subsidiary of PaineWebber. Mitchell
       Hutchins provides investment advisory and asset management services to
       investors and develops and distributes investment products, including
       mutual funds and limited partnerships. Mitchell Hutchins also provides
       financial services to over $24.8 billion in client assets representing
       twenty-eight investment companies with fifty-five separate portfolios.
       Mitchell Hutchins is providing investment management and administrative
       services with respect to the Trust and investment advisory services with
       respect to one of the Trust's Portfolios.
 
    (e) STATE STREET BANK AND TRUST COMPANY (STATE STREET), located in North
       Quincy, Massachusetts, serves as the custodian of assets for the Trust.
       State Street is not affiliated with PaineWebber and its affiliates. It
       provides a full array of integrated banking products, focusing on
       servicing financial assets (i.e., asset custody, cash management,
       securities lending, multi-currency accounting and foreign exchange),
       managing assets and commercial lending. As of September 30, 1994, State
       Street rendered custodian services with respect to approximately $1.6
       trillion in assets and provided investment management services to
       approximately $155 billion in assets.
 
    (f) PFPC, INC. (PFPC), a subsidiary of PNC Bank, National Association, and
       whose principal address is in Wilmington, Delaware, serves as the Trust's
       transfer and dividend disbursing agent. PFPC is not affiliated with
       PaineWebber and its affiliates. PFPC provides a complete range of mutual
       fund administration and accounting services to a diverse product base of
       domestic and international investment portfolios. PFPC is also one of the
       nation's leading providers of transfer and shareholder servicing services
       to mutual funds and asset management accounts. As of September 30, 1994,
       PFPC rendered accounting and administration services to over 400 mutual
       funds and provided transfer agency, dividend disbursing and/or
       shareholder servicing services with respect to more than 3.1 million
       shareholder accounts.
 
2. The Trust is a no load, open-end, diversified management investment company
  registered under the '40 Act. The Trust was organized as a Delaware business
  trust on September 9, 1994 and it has an indefinite duration. As of November
  6, 1995, the Trust had $184 million in net assets. The Trust presently
  consists of twelve different portfolios which will pay dividends to investors.
  The composition of the Portfolios will cover a spectrum of investments ranging
  from foreign and U.S. Government-related securities to equity and debt
  securities issued by foreign and domestic corporations. Although a Portfolio
  of the Trust is permitted to invest its assets in securities issued by
  PaineWebber and/or its affiliates, the percentage of that Portfolio's net
  assets invested in such securities will never exceed one percent. With the
  exception of the PACE Money Market Investments Portfolio, shares in each of
  the Portfolios are being initially offered to the public at a net asset value
  of $10 per share. Shares in the PACE Money Market Investments Portfolio are
  being initially offered to the public at a net asset value of $1.00 per share.
 
3. Mitchell Hutchins serves as the distributor of Trust shares and PaineWebber
  serves as the dealer with respect to shares of the Portfolios.(2) Such shares
  are being offered by PaineWebber at no load, to participants in the PACE
  Program. The PACE Program is an investment service pursuant to which PMAS
  provides participants in the PACE Program with asset allocation
  recommendations and related services with respect to the Portfolios based on
  an evaluation of an investor's investment objectives and risk tolerances. As
  stated above, State Street will serve as the custodian of each Portfolio's
  assets and PFPC serves as the Portfolio's transfer and dividend disbursing
  agent.
 
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  (2) As distributor or principal underwriter for the Trust, Mitchell Hutchins
will use its best efforts, consistent with its other businesses, to sell shares
of the Portfolios. Pursuant to a separate dealer agreement with Mitchell
Hutchins, PaineWebber will sell Trust shares to investors. However, neither
Mitchell Hutchins nor PaineWebber will receive any compensation for their
services as distributor or dealer of Trust shares. According to the applicants,
Mitchell Hutchins and PaineWebber may be regarded as having an indirect economic
incentive by virtue of the fact that Mitchell Hutchins and PaineWebber will be
paid for the services they provide to the Trust in their respective capacities
as investment manager and administrator of the Trust (Mitchell Hutchins) and as
the provider of asset allocation and related services (PaineWebber, through
PMAS).
 
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<PAGE>
    To participate in the PACE Program, each investor must open a brokerage
    account with PaineWebber.(3) The minimum initial investment in the PACE
    Program is $10,000.
 
    Although PaineWebber anticipates that investors in the Trust will initially
    consist of institutions and individuals, it is proposed that prospective
    investors will include Plans for which PaineWebber may or may not currently
    maintain investment accounts. A majority of these Plans may be IRAs or Keogh
    Plans. In addition, it is proposed that Plans for which PaineWebber or an
    affiliate serves as a prototype sponsor and/or a nondiscretionary trustee or
    custodian be permitted to invest in the Trust.(4)
 
    The applicants represent that the initial purchase of shares in the Trust by
    a Plan participating in the PACE Program may give rise to a prohibited
    transaction where PaineWebber, or an affiliate thereof, is a party in
    interest with respect to the Plan. PaineWebber also acknowledges that a
    prohibited transaction could arise upon a subsequent purchase or redemption
    of shares in the Trust by a participating Plan inasmuch as the party in
    interest relationship between PaineWebber and the Plan may have been
    established at that point.
 
    Accordingly, the applicants have requested retroactive exemptive relief from
    the Department with respect to the purchase and redemption of shares in the
    Trust by a Plan participating in the PACE Program where PaineWebber does not
    (a) sponsor the Plan (other than as prototype sponsor) or (b) have
    discretionary authority over such Plan's assets.(5) No commissions or fees
    will be paid by a Plan with respect to the sale and redemption transactions
    or a Plan's exchange of shares in a Portfolio for shares of another
    Portfolio. If granted, the proposed exemption will be effective as of August
    18, 1995.
 
4. Overall responsibility for the management and supervision of the Trust and
  the Portfolios rests with the Trust's Board of Trustees (the Trustees). The
  Trustees will approve all significant agreements involving the Trust and the
  persons and companies that provide services to the Trust and the Portfolios.
 
5. Mitchell Hutchins also serves as the investment manager to each Portfolio.
  Under its investment management and administration agreement with the Trust,
  Mitchell Hutchins will provide certain investment management and
  administrative services to the Trust and the Portfolios that, in part, involve
  calculating each Portfolio's net asset value(6) and, with the exception of the
  PACE Money Market Investments Portfolio (for which Mitchell Hutchins will
  exercise investment discretion), making recommendations to the Board of
  Trustees of the Trust regarding (a) the investment policies of each Portfolio
  and (b) the selection and retention of the Sub-Advisers who will exercise
  investment discretion with respect to the assets of each Portfolio.(7)
 
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  (3) According to the Statement of Additional Information that accompanies the
Prospectus for the PACE Program, shares in the Trust are not certificated for
reasons of economy and convenience. However, PFPC maintains a record of each
investor's ownership of shares. Although Trust shares are transferable and
accord voting rights to their owners, they do not confer pre-emptive rights
(i.e., the privilege of a shareholder to maintain a proportionate share of
ownership of a company by purchasing a proportionate share of any new stock
issues). PaineWebber represents that in the context of an open-end investment
company that continuously issues and redeems shares, a pre-emptive right would
make the normal operations of the Trust impossible.
    As for voting rights, PaineWebber states that they are accorded to
recordholders of Trust shares. PaineWebber notes that a recordholder of Trust
shares may determine to seek the submission of proxies by Plan participants and
vote Trust shares accordingly. In the case of individual account plans such as
Section 404(c) Plans, PaineWebber believes that most Plans will pass the vote
through to Directing Participants on a pro-rata basis.
 
  (4) The Department notes that the general standards of fiduciary conduct
promulgated under the Act would apply to the participation in the PACE Program
by an Independent Fiduciary. Section 404 of the Act requires that a fiduciary
discharge his duties respecting a plan solely in the interest of the plan's
participants and beneficiaries and in a prudent fashion. Accordingly, an
Independent Fiduciary must act prudently with respect to the decision to enter
into the PACE Program with PMAS as well as with respect to the negotiation of
services that will be performed thereunder and the compensation that will be
paid to PaineWebber and its affiliates. The Department expects an Independent
Fiduciary, prior to entering into the PACE Program, to understand fully all
aspects of such arrangement following disclosure by PMAS of all relevant
information.
 
  (5) PaineWebber represents that to the extent employee benefit plans that are
maintained by PaineWebber purchase or redeem shares in the Trust, such
transactions will meet the provisions of Prohibited Transaction Exemption (PTE)
77-3 (42 FR 18734, April 8, 1977). PaineWebber further represents that, although
the exemptive relief proposed above would not permit PaineWebber or an affiliate
(while serving as a Plan fiduciary with discretionary authority over the
management of a Plan's assets) to invest those assets over which it exercises
discretionary authority in Trust shares, a purchase or redemption of Trust
shares under such circumstances would be permissible if made in compliance with
the terms and conditions of PTE 77-4 (42 FR 18732, April 8, 1977). The
Department expresses no opinion herein as to whether such transactions will
comply with the terms and conditions of PTEs 77-3 and 77-4.
 
  (6) The net asset value of each Portfolio's shares, except for the PACE Money
Market Investments Portfolio, fluctuates and is determined as of the close of
regular trading on the New York Stock Exchange (the NYSE) (currently, 4:00 p.m.
Eastern Time) each business day. The net asset value of shares in the PACE Money
Market Investments Portfolio is determined as of 12:00 p.m. each business day.
Each Portfolio's net asset value per share is determined by dividing the value
of the securities held by the Portfolio plus any cash or other assets minus all
liabilities by the total number of Portfolio shares outstanding.
 
  (7) Subject to the supervision and direction of the Trustees, Mitchell
Hutchins will provide to the Trust investment management evaluation services
principally by performing initial review on prospective Sub-Advisers for each
Portfolio and thereafter monitoring each Sub-Adviser's performance. In
evaluating prospective Sub-Advisers, Mitchell Hutchins will consider, among
other factors, each Sub-Adviser's level of expertise, consistency of performance
and investment discipline or philosophy. Mitchell Hutchins will have the
responsibility for communicating performance expectations and evaluations to the
Sub-Advisers and ultimately recommending to the Trustees whether a Sub-Adviser's
contract should be continued.
 
                                       63
<PAGE>
    The Sub-Advisers will provide discretionary advisory services with respect
    to the investment of the assets of the respective Portfolios (other than the
    PACE Money Market Investments Portfolio) on the basis of their performance
    in their respective areas of expertise in asset management. With the
    exception of the PACE Money Market Investments Portfolio which will be
    advised by Mitchell Hutchins, PaineWebber represents that all of the
    Sub-Advisers, will be independent of, and will remain independent of
    PaineWebber and/or its affiliates. The Sub-Advisers will be registered
    investment advisers under the Advisers Act and maintain their principal
    executive offices in various regions of the United States.
 
    The administrative services for which Mitchell Hutchins will be responsible
    include the following: (a) supervising all aspects of the operations of the
    Trust and each Portfolio (e.g., oversight of transfer agency, custodial,
    legal and accounting services; (b) providing the Trust and each Portfolio
    with corporate, administrative and clerical personnel as well as maintaining
    books and records for the Trust and each Portfolio; (c) arranging for the
    periodic preparation, updating, filing and dissemination of the Trust's
    Registration Statement, proxy materials, tax returns and required reports to
    each Portfolio's shareholders and the SEC, as well as other federal or state
    regulatory authorities; (d) providing the Trust and each Portfolio with, and
    obtaining for it, office space, equipment and services; (e) providing the
    Trustees with economic and investment analyses and reports, and making
    available to the Trustees, upon request, any economic, statistical and
    investment services. These administrative services do not include any
    management services that might be performed by Mitchell Hutchins. As noted
    in Representations 17 and 18, Mitchell Hutchins is separately compensated
    for management services rendered to the Trust.
 
6. Through the PACE Program, PMAS is providing a Plan investor with non-binding,
  asset allocation recommendations with respect to such investor's investments
  in the Portfolios. In order to make these evaluations, PMAS will furnish
  copies of an investor questionnaire, designed to elicit information about the
  specific investment needs, objectives and expectations of the investor, to an
  Independent Fiduciary of a Title I Plan that does not permit
  individually-directed investments, to an Independent Fiduciary of an IRA or a
  Keogh Plan, or to a Directing Participant of a Section 404(c) Plan. Although
  the contents of the questionnaire may vary somewhat depending upon the type of
  Plan investing in the PACE Program, for a particular Plan, the same
  questionnaire will be given to each participant.
 
    In the case of a Section 404(c) Plan where an Independent Fiduciary has
    established an Undisclosed Account with PaineWebber in the name of the Plan,
    PMAS will provide investor questionnaires to each Directing Participant
    through PaineWebber Investment Executives (who are registered
    representatives of PaineWebber), via the Plan's benefits personnel or
    independent recordkeeper (the Recordkeeper), or by other means requested by
    the Independent Fiduciary. The applicants recognize that Section 404(c)
    Plans typically employ a Recordkeeper to assist the Independent Fiduciary
    with maintaining Plan-related data which is used to generate benefit status
    reports, regulatory compliance reports and participant- and Plan-level
    investment performance reports. Therefore, the Undisclosed Account
    arrangement is intended to coordinate with the functions traditionally
    provided to Section 404(c) Plans by their Recordkeepers.(8)
 
7. Based upon data obtained from the investor questionnaire, PMAS will evaluate
  the investor's risk tolerances and investment objectives. PMAS will then
  recommend, in writing, an appropriate allocation of assets among suitable
  Portfolios that conforms to these tolerances and objectives.
 
    PaineWebber represents that PMAS will not have any discretionary authority
    or control with respect to the allocation of an investor's assets among the
    Portfolios. In the case of an IRA or Keogh Plan, PaineWebber represents that
    all of PMAS's recommendations and evaluations will be presented to the
    Independent Fiduciary and will be implemented only if accepted and acted
    upon by such fiduciary.
 
    In the case of a Section 404(c) Plan, PaineWebber represents that Directing
    Participants in such Plan will be presented with recommendations and
    evaluations that are
 
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  (8) The applicants wish to emphasize that the PACE Program can currently be
provided to participants in Section 404(c) Plans on either an Undisclosed
Account or a disclosed account (the Disclosed Account) basis (i.e., where the
Independent Fiduciary opens a separate PACE Program account with PaineWebber for
each Directing Participant). In this regard, the applicants note that
PaineWebber presently offers the PACE Program on a Disclosed Account arrangement
to IRAs and Keogh Plans. However, for other Section 404(c) Plans such as those
that are covered under the provisions of section 401(k) of the Code, PaineWebber
prefers not to establish Disclosed Accounts for individual participants because
of servicing and other administrative matters typically undertaken by such
Plan's Recordkeepers. The applicants note that from the participant's
perspective, there is no difference in the nature of the services provided under
the PACE Program regardless of whether the participant's investment is held
through a "Disclosed" or "Undisclosed" Account arrangement. The applicants state
that these designations are primarily internal distinctions relating to whether
the participant's name appears in the account set-up and reflects differences in
the applicable sub-accounting functions.
 
    Notwithstanding the above, the Department wishes to point out that,
regardless of the arrangement negotiated with PaineWebber, an Independent
Fiduciary of a Section 404(c) Plan has the responsibility to disseminate all
information it receives to each Directing Participant investing in the PACE
Program.
 
                                       64
<PAGE>
    tailored to the responses provided by that Directing Participant in his or
    her questionnaire. PMAS's recommendations will be disseminated to Directing
    Participants in accordance with procedures established for the Plan.
 
    After receipt of PMAS's initial recommendations, which may or may not be
    adopted, the Independent Fiduciary or Directing Participant, as applicable,
    will select the specific Portfolios. PMAS will continue to recommend to
    Independent Fiduciaries or Directing Participants asset allocations among
    the selected Portfolios.
 
8. Aside from the investor questionnaire, in order for a Plan to participate in
  the PACE Program, PaineWebber or PMAS will provide an Independent Fiduciary
  with a copy of the Trust Prospectus discussing (a) the investment objectives
  of the Portfolios comprising the Trust, (b) the policies employed to achieve
  these objectives, (c) the corporate affiliation existing between PaineWebber,
  PMAS, Mitchell Hutchins and their subsidiaries, and (d) the compensation paid
  to such entities by the Trust and information explaining the risks attendant
  to investing in the Trust. In addition, upon written or oral request to
  PaineWebber, the Independent Fiduciary will be given a Statement of Additional
  Information supplementing the Prospectus which describes, in further detail,
  the types of securities and other instruments in which the Portfolios may
  invest, the investment policies and strategies that the Portfolios may utilize
  and certain risks attendant to those investments, policies and strategies.
  Further, each Independent Fiduciary will be given a copy of the investment
  advisory agreement between PMAS and such Plan relating to participation in the
  PACE Program, including copies of the notice of proposed exemption and grant
  notice for the exemptive relief provided herein. Upon oral or written request
  to the Trust, PaineWebber will also provide an Independent Fiduciary with a
  copy of the respective investment advisory agreements between Mitchell
  Hutchins and the Sub-Advisers.
 
    In the case of a Section 404(c) Plan, depending on the arrangement
    negotiated with the Independent Fiduciary, PaineWebber represents that the
    Independent Fiduciary will make available copies of the foregoing documents
    to Directing Participants.
 
    In addition, Independent Fiduciaries and, if applicable, Directing
    Participants, will receive introductory documentation regarding the PACE
    Program in marketing materials and in other communications. Further,
    depending upon the arrangement negotiated between PMAS and the Independent
    Fiduciary, a PaineWebber Investment Executive will meet with a Directing
    Participant, upon oral or written request, to discuss the services offered
    under the PACE Program, including the rebalancing feature described in
    Representation 12, as well as the operation and objectives of the
    Portfolios.(9)
 
9. If accepted as an investor in the PACE Program, an Independent Fiduciary will
  be required by PMAS to acknowledge, in writing, prior to purchasing Trust
  shares, that such fiduciary has received copies of the documents referred to
  in Representation 8. With respect to a Plan that is covered by Title I of the
  Act (e.g., a defined contribution plan), where investment decisions will be
  made by a trustee, investment manager or a named fiduciary, PMAS will require
  that such Independent Fiduciary acknowledge in writing receipt of such
  documents and represent to PaineWebber that such fiduciary is (a) independent
  of PaineWebber and its affiliates, (b) capable of making an independent
  decision regarding the investment of Plan assets, (c) knowledgeable with
  respect to the Plan in administrative matters and funding matters related
  thereto, and (d) able to make an informed decision concerning participation in
  the PACE Program.
 
    With respect to a Section 404(c) Plan, written acknowledgement of the
    receipt of such documents will be provided by the Independent Fiduciary
    (i.e., the Plan administrator, trustee, investment manager or named
    fiduciary, as the recordholder of Trust shares). Such Independent Fiduciary
    will be required to represent, in writing, to PMAS that such fiduciary is
    (a) independent of PaineWebber and its affiliates, (b) knowledgeable with
    respect to the Plan in administrative matters and funding matters related
    thereto, and (c) able to make an informed decision concerning participation
    in the PACE Program.
 
10. After the selection of specific Portfolios by an Independent Fiduciary or a
   Directing Participant,(10) PMAS will continue to provide recommendations to
   such persons relating to asset allocations among the selected Portfolios.
   However, with respect to a Section 404(c) Plan in which at least three
   Portfolios may be selected by the Independent Fiduciary, PMAS's initial asset
   allocation recommendation to Directing Participants will be limited to fthe
   suggested Portfolios offered under the Plan. PMAS anticipates that it may
   also work with the Independent Fiduciary of a Section 404(c) Plan to assist
   the fiduciary in (a) identifying and
 
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  (9) The Department is expressing no opinion as to whether the information
provided under the PACE Program is sufficient to enable a Directing Participant
to exercise independent control over assets in his or her account as
contemplated by Section 404(c) of the Act.
 
  (10) In the case of a Section 404(c) Plan, PMAS will receive electronically
from the Recordkeeper each participant's investment selections.
 
                                       65
<PAGE>
   drafting investment objectives, (b) selecting suitable investment categories
   or actual Portfolios to be offered to Directing Participants or (c)
   recommending appropriate long-term investment allocations to a Directing
   Participant, if this individual receives such advice.
 
    An Independent Fiduciary or a Directing Participant will be permitted to
    change his or her investment allocation by specifying the new allocation in
    writing or by other means authorized by the Plan (e.g., by use of a kiosk).
    Although PaineWebber currently imposes no limitation on the frequency with
    which an Independent Fiduciary or a Directing Participant may change his or
    her prescribed asset allocation, PaineWebber reserves the right to impose
    reasonable limitations.
 
11. Depending on the arrangement negotiated with PMAS, PaineWebber will provide
   each Independent Fiduciary with the following information: (a) Written
   confirmations of each purchase and redemption of shares of a Portfolio; (b)
   daily telephone quotations of such Plan's account balance; (c) a monthly
   statement of account specifying the net asset value of a Plan's assets that
   are invested in such account; and (d) a quarterly, written investment
   performance monitoring report.
 
    The monthly account statement will include, among other information: (a)
    cash flow and transaction activity during the month, including purchase,
    sale and exchange activity and dividends paid or reinvested; (b) unrealized
    gains or losses on Portfolio shares held; and (c) a summary of total
    earnings and capital returns on the Plan's PACE Program Portfolio for the
    month and year-to-date. The quarterly investment performance report will
    include, among other information, the following: (a) a record of the
    performance of the Plan's PACE Program portfolio for the quarter and since
    inception showing rates of return relative to comparative market indices
    (illustrated in a manner that reflects the effect of any fees for
    participation in the PACE Program actually incurred during the period)(11);
    (b) an investment outlook summary containing market commentary; and (c) the
    Plan's actual PACE Program portfolio with a breakdown, in both dollars and
    percentages, of the holdings in each Portfolio. In addition, to the extent
    required by the arrangement negotiated with the Independent Fiduciary, the
    quarterly performance monitoring report will (a) contain an analysis and an
    evaluation of a Plan investor's account to assist the investor to ascertain
    whether the investment objectives are being met, and (b) recommend, from
    time to time, changes in Portfolio allocations. The quarterly performance
    monitoring report is described in the summary of the PACE Program contained
    in the Trust Prospectus.
 
    With respect to a Section 404(c) Plan, the quarterly investment performance
    report transmitted to the Independent Fiduciary will include the following
    aggregate information relative to the Undisclosed Account as well as market
    commentary: (a) a record of the performance of the Plan's assets and rates
    of return as compared to several appropriate market indices (illustrated in
    a manner that reflects the effect of any fees for participation in the PACE
    Program actually incurred during the period); and (b) the Plan's actual
    investment portfolio with a breakdown of investments made in each Portfolio.
    As to each Directing Participant, PMAS will provide information to be
    contained in the quarterly performance monitoring report to such
    participants.
 
    In addition, on both a quarterly and annual basis, commencing with the first
    quarterly report due after this notice of proposed exemption is issued,
    PaineWebber will provide, as applicable, an Independent Fiduciary or a
    Directing Participant with written disclosures of (a) the total, expressed
    in dollars, of each Portfolio's brokerage commissions that are paid to
    PaineWebber and its affiliates; (b) the total, expressed in dollars, of each
    Portfolio's brokerage commissions that are paid to unrelated brokerage
    firms; (c) the average brokerage commissions per share by the Trust to
    brokers affiliated with the PaineWebber, expressed as cents per share; and
    (d) the average brokerage commissions per share by the Trust to brokers
    unrelated to the PaineWebber and its affiliates, expressed as cents per
    share for any year in which brokerage commissions are paid to PaineWebber by
    the Trust Portfolios in which a Plan's assets are invested.
 
    Further, the Independent Fiduciary or Directing Participant, as applicable,
    will have access to a PaineWebber Investment Executive for the discussion of
    the quarterly performance monitoring reports, the rebalancing feature
    described below in Representation 12 or any questions that may arise.
 
12. Depending on the arrangement negotiated with PMAS, for any investor who so
   directs PMAS, the investor's Trust holdings will be automatically rebalanced
   on a periodic basis to maintain the investor's designated allocation among
   the Portfolios. PMAS will receive no additional compensation to provide this
   service. At both the Independent Fiduciary and Directing Participant levels,
   the rebalancing election will be made in writing or in any manner permitted
   by the Plan (e.g., in the case of a Section 404(c) Plan, electronic
   transmission
 
- --------------------------
  (11) The comparative index is a blended index of the individual Portfolio
indices that are weighted by the allocation percentages corresponding to those
holdings that make up the investor's total investment in the PACE Program.
 
                                       66
<PAGE>
   by the Recordkeeper to PMAS of the Directing Participant's election). The
   election will be accompanied by a disclosure that is designed to provide the
   Independent Fiduciary and the Directing Participant, as applicable, with an
   understanding of the rebalancing feature. Disclosure of the rebalancing
   feature is included in the Prospectus for the PACE Program which will be
   provided to each Independent Fiduciary and Directing Participant.
 
    It is currently anticipated that screening will be performed quarterly with
    respect to the PACE Program accounts for which the investor has elected the
    rebalancing service and that rebalancing will be performed for each such
    account where any Portfolio allocation deviates from the allocation
    prescribed by the investor by the agreed-upon uniform threshold.(12) The
    threshold for triggering rebalancing is a percentage (presently, 2 1/2
    percent) that has been established by PaineWebber and is applied uniformly
    to all accounts subject to rebalancing. If PaineWebber were, in the future,
    to determine that this uniform threshold should be changed, PMAS would
    notify all investors (including Independent Fiduciaries and Directing
    Participants) who had elected the rebalancing feature. Then, in order to
    continue to provide this service, PMAS would need to obtain the consent of
    each such investor.
 
    The applicants note that rebalancing is a feature that an investor chooses
    to apply indefinitely until the investor notifies PaineWebber that it wishes
    to have this service discontinued. After rebalancing has been discontinued,
    an investor may reactivate the rebalancing service by notifying PaineWebber
    in writing.
 
13. PaineWebber notes that not all of the services described above will be
   provided to every Plan. The services that will be provided will depend on
   what is decided upon by the Independent Fiduciary. Assuming the Independent
   Fiduciary requests a reduction in the level of services, there will be no
   corresponding reduction in the fee that the fiduciary pays PMAS. This is due
   to the bundled nature of the services provided in the PACE Program. For
   example, if the Independent Fiduciary were to limit the number of Portfolios
   available as investment options for its Plan participants, this might be
   deemed a reduction in the services available under the PACE Program that
   would not result in any reduction in the applicable Program fee. Similarly,
   under the PACE Program, an Independent Fiduciary of a Section 404(c) Plan may
   decide for its own reasons not to make the automatic rebalancing service
   available to Directing Participants. Under such circumstances, PMAS will not
   reduce its fees to reflect the absence of the provision of rebalancing
   services to the Plan. Further, under the particular arrangement which it has
   negotiated with PMAS, the Independent Fiduciary may or may not request
   PaineWebber Investment Executives to make presentations or be available to
   meet with Directing Participants.
 
    Thus, an Independent Fiduciary may choose all, some or none of the PACE
    Program's optional services. If an Independent Fiduciary selects all of
    these services, the Plan will incur no greater an annual fee than had that
    Independent Fiduciary selected some or none of these services. The absence
    of a reduction in fees in the event not all services are requested is an
    issue that should be considered by the Independent Fiduciary.(13)
    Nonetheless, the Applicants represent that the reduction in the types of
    services provided will not cause the fees paid to PaineWebber by a Plan
    under the PACE Program to violate section 408(b)(2) of the Act.
 
14. Plans wishing to redeem their Trust shares may communicate their requests in
   writing or by telephone to PMAS. Redemption requests received in proper form
   prior to the close of trading on the NYSE will be effected at the net asset
   value per share determined on that day. Redemption requests received after
   the close of regular trading on the NYSE will be effected at the net asset
   value at the close of business of the next day, except on weekends or
   holidays when the NYSE is closed. A Portfolio will be required to transmit
   redemption proceeds for credit to an investor's account with PaineWebber
   within 5 business days after receipt of the redemption
 
- --------------------------
  (12) Currently, with regard to investors who have elected the rebalancing
feature, rebalancing is effected by an automated, mechanical system that, as to
each account: (a) Calculates the current allocation for each Portfolio based on
the quarter-end net asset value; (b) compares the current allocation for each
Portfolio with the allocation prescribed by the investor; (c) identifies for
rebalancing all accounts with one or more Portfolios whose current allocation
deviates by the agreed-upon threshold from the allocation prescribed by the
investor; and (d) for each account which has been identified for rebalancing
pursuant to (a)-(c), (1) calculates the dollar difference between the current
allocation and the allocation prescribed by the investor, (2) reduces each
Portfolio whose current allocation exceeds the allocation prescribed by the
investor by an amount equal to the dollar difference between the two
allocations, and (3) increases each Portfolio whose current allocation is less
than the allocation prescribed by the investor by an amount equal to the dollar
difference between the two allocations. This rebalancing is accomplished by
automatically exchanging, in the order of the Portfolio's respective CUSIP
numbers, a dollar-equivalent number of shares of each Portfolio to be reduced
for the corresponding number of shares of a Portfolio to be increased until the
current allocation is equal to the allocation prescribed by the investor.
Valuation of the Portfolios is done as of the close of regular trading on the
NYSE each business day.
 
  (13) In this regard, the Department emphasizes that it expects the Independent
Fiduciary to consider prudently the relationship of the fees to be paid by the
Plan to the level of services to be provided by PaineWebber. In response to the
Department's concern over this matter, PaineWebber represents that it will amend
the Trust Prospectus to include the following statement: "Investors who are
fiduciaries or otherwise, in the process of making investment decisions with
respect to Plans, should consider, in a prudent manner, the relationship of the
fees to be paid by the Plan along with the level of services provided by
PaineWebber."
 
                                       67
<PAGE>
   request.(14) In the case of an IRA or Keogh Plan investor, PaineWebber will
   not hold redemption proceeds as free credit balances and will, in the absence
   of receiving investment instructions, place all such assets in a money market
   fund (other than the PACE Money Market Investments Portfolio) that may be
   affiliated with PaineWebber.(15) In the case of Plans that are covered by
   Title I of the Act, the redemption proceeds will be invested by PaineWebber
   in accordance with the investment directions of the Independent Fiduciary
   responsible for the management of the Plan's assets. With respect to a
   Section 404(c) Plan, the treatment of such investment will depend upon the
   arrangement for participant investment instructions selected by the Plan
   sponsor. In the event that the Independent Fiduciary does not give other
   investment directions, such assets will be swept into a no-load money market
   fund that may be affiliated with PaineWebber. No brokerage charge or
   commission is charged to the participant for this service.
 
    Due to the high costs of maintaining small PACE Program (Plan) accounts, the
    Trusts may redeem all Trust shares held in a PACE Program account in which
    the Trust shares have a current value of $7,500 or less after the investor
    has been given at least thirty days in which to purchase additional Trust
    shares to increase the value of the account to more than the $7,500 amount.
    Proceeds of an involuntary redemption will be deposited in the investor's
    brokerage account unless PaineWebber is otherwise instructed.(16)
 
15. Through the PACE Program, shares of a Portfolio may be exchanged by an
   investor for shares of another Portfolio at their respective net asset values
   and without the payment of an exchange fee. However, Portfolio shares are not
   exchangeable with shares of other PaineWebber group of funds or portfolio
   families.
 
    With respect to brokerage transactions that are entered into under the PACE
    Program for a Portfolio, such transactions may be executed through
    PaineWebber and other affiliated broker-dealers, if in the judgment of
    Mitchell Hutchins or the Sub-Adviser, as applicable, the use of such
    broker-dealer is likely to result in price and execution at least as
    favorable, and at a commission charge comparable to those of other qualified
    broker-dealers.
 
16. Each Portfolio will bear its own expenses, which generally include all costs
   that are not specifically borne by PaineWebber, Mitchell Hutchins or the
   Sub-Advisers. Included among a Portfolio's expenses will be costs incurred in
   connection with the Portfolio's organization, investment management and
   administration fees, fees for necessary professional and brokerage services,
   fees for any pricing service, the costs of regulatory compliance and costs
   associated with maintaining the Trust's legal existence and shareholder
   relations. No Portfolio, however, will impose sales charges on purchases,
   reinvested dividends, deferred sales charges, redemption fees; nor will any
   Portfolio incur distribution expenses. Investment management fees payable to
   Mitchell Hutchins and the Sub-Advisers will be disclosed in the Trust
   Prospectus.
 
17. As to each Plan, the total fees that are paid to PMAS and its affiliates
   will constitute no more than reasonable compensation.(17) In this regard, for
   its services under the PACE Program, PMAS charges an investor a quarterly fee
   for asset allocation and related services. This "outside fee", will not be
   more than 1.50 percent on an annual basis of the maximum annual value of the
   assets in the investor's PACE Program account. Such fee may be paid either
   from the assets in the account or by separate check. A smaller outside fee
   may be charged depending on such factors as the size of the PACE Program
   account (e.g., PACE Program accounts in excess of $100,000), the number of
   Plan participants or the number of PACE Program accounts. The outside fee is
   charged directly to an investor and is neither affected by the allocation of
   assets among the Portfolios nor by whether an investor follows or ignores
   PMAS's advice.(18) In the case of Plans, the outside fee may be paid by the
   Plan or the Plan sponsor or, in the case of IRAs only, the fee may be paid by
   the IRA owner directly.
 
- --------------------------
  (14) PaineWebber will provide clearance (on a fully disclosed basis),
settlement and other back office services to other broker- dealers.
 
  (15) The applicants are not requesting, nor is the Department proposing,
exemptive relief with respect to the investment, by PaineWebber, of redemption
proceeds in an affiliated money market fund and where the Plan investor has not
given investment instructions. The applicants represent that to the extent
PaineWebber is considered a fiduciary, such investments will comply with the
terms and conditions of PTE 77-4. However, the Department expresses no opinion
herein on whether such transactions are covered by this class exemption.
 
  (16) The thirty day limit does not restrict a Plan's ability to redeem its
interest in the Trust. The thirty day notice period is provided to give a Plan
an opportunity to increase the value of the assets in its Plan account with
PaineWebber to an amount in excess of $7,500. If desired, the Plan may still
follow the redemption guidelines described above.
 
  (17) The applicants represent that PMAS and its affiliates will not receive
12b-1 Fees in connection with the transactions.
 
  (18) PaineWebber represents that the outside fee will not be imposed on the
accounts of the PaineWebber Group and its subsidiaries, including PaineWebber,
PMAS, Mitchell Hutchins or their subsidiaries, accounts of their immediate
families and IRAs and certain employee pension benefit plans for these persons.
The applicants state that this fee will be waived to encourage employees to
invest in PaineWebber, although PaineWebber reserves the right to impose such
fees. However, with respect to IRAs or Plans maintained by PaineWebber or its
affiliates for their employees, the applicants assert that such waiver would be
required by PTE 77-3.
 
                                       68
<PAGE>
    For Plan investors, the outside fee will be payable in full within five
    business days (or such other period as may be required under applicable law
    or regulation) after the trade date for the initial investment in the
    Portfolios and will be based on the value of assets in the PACE Program on
    the trade date of the initial investment. The initial fee payment will cover
    the period from the initial investment trade date through the last calendar
    day of the subsequent calendar quarter, and the fee will be pro-rated
    accordingly. Thereafter, the quarterly fee will cover the period from the
    first calendar day through the last calendar day of the current calendar
    quarter. The quarterly fee will be based on the value of assets in the PACE
    Program measured as of the last calendar day of the previous quarter, and
    will be payable on the fifth business day of the current quarter.
 
    If additional funds are invested in the Portfolios during any quarter, the
    applicable fee, pro-rated for the number of calendar days then remaining in
    the quarter and covering the amount of such additional funds, shall be
    charged and be payable five business days later. In the case of redemptions
    during a quarter, the fee shall be reduced accordingly, pro-rated for the
    number of calendar days then remaining in the quarter. If the net fee
    increase or decrease to an investor for additional purchases and/or
    redemptions during any one quarter is less than $20, the fee increase or
    decrease will be waived.
 
    In addition, for investment management and administrative services provided
    to the Trust, Mitchell Hutchins will be paid, from each Portfolio, a fee
    which is computed daily and paid monthly at an annual rate ranging from .35
    percent to 1.10 percent, of which the management fee component ranges from
    .15 percent to .90 percent on an annual basis, of each Portfolio's average
    daily net assets depending upon the Portfolio's objective.(19) From these
    management fees, Mitchell Hutchins will compensate the applicable Sub-
    Adviser. This "inside fee," which is the difference between the individual
    Portfolio's total management fee and the fee paid by Mitchell Hutchins to
    the Sub-Adviser, will vary from the annual rate of .15 percent to .40
    percent depending on the Portfolio. With the exception of the PACE Money
    Market Investments Portfolio from which Mitchell Hutchins is paid a
    management fee of 15 basis points, Mitchell Hutchins is retaining 20 basis
    points as a management fee from each remaining single Portfolio on
    investment assets attributable to the Plans. Pursuant to Transfer Agency and
    Service Agreements with the Trust, PFPC and State Street will be paid annual
    fees of $350,000 and $650,000, respectively, for transfer agent and
    custodial services.
 
18. The management fees that are paid at the Portfolio level to Mitchell
   Hutchins and the Sub-Advisers are set forth in the following table. For
   purposes of the table, Mitchell Hutchins and a Sub-Adviser are referred to as
   "MH" and "SA," respectively. As noted in the table, the sum of the management
   fees retained by Mitchell Hutchins and the Sub-Adviser with respect to a
   Portfolio will equal the total management fee paid by that Portfolio.
 
<TABLE>
<CAPTION>
                                                               MH MANAGEMENT   SA RETAINED FEE  MH RETAINED FEE
   PORTFOLIO                                                   FEE (PERCENT)      (PERCENT)        (PERCENT)
- ------------------------------------------------------------  ---------------  ---------------  ---------------
<S>                                                           <C>              <C>              <C>
  PACE Money Market Investments.............................           .15              .00              .15
  PACE Government Securities Fixed Income Investments.......           .50              .25              .25
  PACE Intermediate Fixed Income Investments................           .40              .20              .20
  PACE Strategic Fixed Income Investments...................           .50              .25              .25
  PACE Municipal Fixed Income Investments...................           .40              .20              .20
  PACE Global Fixed Income Investments......................           .60              .35              .25
  PACE Large Company Value Equity Investments...............           .60              .30              .30
  PACE Large Company Growth Equity Investments..............           .60              .30              .30
  PACE Small/ Medium Company Value Equity Investments.......           .60              .30              .30
  PACE Small/ Medium Company Growth Equity Investments......           .60              .30              .30
  PACE International Equity Investments.....................           .70              .40              .30
  PACE International Emerging Markets Investments...........           .90              .50              .40
</TABLE>
 
       PMAS is offsetting, quarterly, against the outside fee such amounts as is
   necessary to
 
- --------------------------
  (19) The fees payable to Mitchell Hutchins under its investment management and
administration agreement with the Trust are comprised of two components. One
component is for administrative services provided to each Portfolio at the
annual rate of .20 percent of each Portfolio's net assets. The second component
is for investment management and related services provided to each Portfolio.
The annualized fee range here is from .15 percent to .90 percent of the
Portfolio's average daily net assets.
 
                                       69
<PAGE>
   ensure that Mitchell Hutchins retains no more than 20 basis points as a
   management fee from any Portfolio on investment assets attributable to any
   Plan.(20)
 
    The administrative services fee payable to Mitchell Hutchins is not being
    offset against the outside fee. Instead, that fee is being retained by
    Mitchell Hutchins.
 
19. The following example demonstrates the operation of the fee offset
   mechanism, the calculation of the net inside fee, and the calculation of the
   total of a Plan investor's net outside fee and share of the investment
   management fees paid by the Portfolios in a given calendar quarter or year:
 
    Assume that as of September 30, 1995, the net asset value of Trust Portfolio
    shares held by a Plan investor was $1,000. Investment assets attributable to
    the Plan were distributed among five Trust Portfolios: (1) PACE Money Market
    Investments in which the Plan made a $50 investment and from which Mitchell
    Hutchins would retain an inside fee of .15 percent; (2) PACE Intermediate
    Fixed Income Investments in which the Plan made a $200 investment and from
    which Mitchell Hutchins would retain an inside fee of .20 percent; (3) PACE
    Large Company Value Equity Investments in which the Plan made a $250
    investment and Mitchell Hutchins would retain an inside fee of .30 percent;
    (4) PACE Small/ Medium Company Growth Equity Investments in which the Plan
    made a $250 investment and Mitchell Hutchins would be entitled to receive an
    inside fee of .30 percent; and (5) PACE International Equity Investments in
    which the Plan made a $250 investment and Mitchell Hutchins would be
    entitled to receive an inside fee of .30 percent.
 
    Assume that the Plan investor pays an outside fee of 1.50 percent so that
    the total outside fee for the calendar quarter October 1 through December
    31, prior to the fee offset, would be as follows:
 
<TABLE>
<CAPTION>
                                                                               MAXIMUM OUTSIDE        OUTSIDE
     PORTFOLIO                                                AMOUNT INVESTED   QUARTERLY FEE      QUARTERLY FEE
- ------------------------------------------------------------  ---------------  ----------------   ---------------
<S>                                                           <C>              <C>                <C>
    PACE Money Market Investments...........................  $           50        1.50% (.25)   $       0.1875
    PACE Intermediate Fixed Income Investments..............             200        1.50% (.25)            .7500
    PACE Large Company Value Equity Investments.............             250        1.50% (.25)            .9375
    PACE Small/Medium Company Growth Equity Investments.....             250        1.50% (.25)            .9375
    PACE International Equity Investments...................             250        1.50% (.25)            .9375
                                                                       -----   ----------------          -------
    Total Outside Fee Per Quarter...........................           1,000                --            3.7500
</TABLE>
 
    Under the proposed fee offset, the outside fee charged to the Plan must be
    reduced by a Reduction Factor to ensure that Mitchell Hutchins retains an
    inside fee of no more than 20 basis points from each of the Portfolios on
    investment assets attributable to the Plan. The following table shows the
    Reduction Factor as applied to each of the Portfolios comprising the Trust:
 
<TABLE>
<CAPTION>
                                                                                                   REDUCTION
                                                              MH RETAINED FEE  MAXIMUM MH FEE       FACTOR
     PORTFOLIO                                                   (PERCENT)        (PERCENT)        (PERCENT)
- ------------------------------------------------------------  ---------------  ---------------  ---------------
<S>                                                           <C>              <C>              <C>
    PACE Money Market Investments...........................           .15              .15               .00
    PACE Government Securities Fixed Income Investments.....           .25              .20               .05
    PACE Intermediate Fixed Income Investments..............           .20              .20               .00
    PACE Strategic Fixed Income Investments.................           .25              .20               .05
    PACE Municipal Fixed Income Investments.................           .20              .20               .00
    PACE Global Fixed Income Investments....................           .25              .20               .05
    PACE Large Company Value Equity Investments.............           .30              .20               .10
    PACE Large Company Growth Equity Investments............           .30              .20               .10
    PACE Small/Medium Company Value Equity Investments......           .30              .20               .10
    PACE Small/Medium Company Growth Equity Investments.....           .30              .20               .10
    PACE International Equity Investments...................           .30              .20               .10
    PACE International Emerging Markets Investments.........           .40              .20               .20
</TABLE>
 
    Under the proposed fee offset, a Reduction Factor of .10 percent is applied
    against the quarterly outside fee with respect to the value of Plan assets
    that have been invested in PACE Large Company Value Equity Investments, PACE
    Small/Medium Company Growth Equity Investments and PACE International Equity
    Investments. As noted above, the PACE Money Market Investments Portfolio and
    the PACE Intermediate Fixed Income Investments Portfolio do not require the
    application of a Reduction Factor because the management fee retained by
    Mitchell Hutchins for managing these Portfolios does not exceed 20 basis
    points. Therefore, the quarterly offset for the plan investor is computed as
    follows:
        (.25)[($250).10% + ($250).10% + ($250).10%] = $0.1875 or $.19.
    In the foregoing example, if the Plan investor elects to receive an invoice
    directly, the Plan investor would be mailed a statement for its PACE Program
    account on or about October 15, 1995. This statement would show the outside
    fee to be charged for the calendar quarter
 
- --------------------------
  (20) PaineWebber asserts that it chose 20 basis points as the maximum net fee
retained for management services rendered to the Portfolios because this amount
represents the lowest percentage management fee charged by PaineWebber among the
Portfolios (excluding the PACE Money Market Investments Portfolio for which a
fee of 15 basis points will be charged).
 
                                       70
<PAGE>
    October 1 through December 31, as adjusted by subtracting the quarterly
    offset from the quarterly outside fee as determined above. The net quarterly
    outside fee that would be paid to PMAS would be determined as follows:
        $3.75 - $.19 = $3.56.
    The Plan investor that elects to receive an invoice directly would be asked
    to pay the outside fee for that quarter within 30 days of the date on which
    the statement was mailed (e.g., November 15, 1995). If the outside fee were
    not paid by that date, PMAS would debit the account of the Plan investor (as
    with other investors) for the amount of the outside fee (pursuant to the
    authorization contained in the PACE Program Investment Advisory Agreement,
    and as described in the PACE Program Description appended to the
    Prospectus).(21) A Plan investor that elects to have the outside fee debited
    from its account would receive, in November, a statement as of October 31
    reflecting the outside fee and the quarterly offset therefrom.
    Assuming the Plan investor's investment in and allocation among the
    Portfolios remains constant throughout the quarter, (a) the Plan investor's
    fees for the quarter for asset allocation and related services provided by
    PMAS (net outside fee) and (b) the fees paid by the Portfolios for
    investment management services provided by Mitchell Hutchins (inside fee)
    would be as follows:
        $3.56 (net outside fee)+(.25) [($50+$200+$250+$250+$250).20%]
    (administrative services fee)+(.25)
        [($50).15% + ($200).20% + ($250 + $250 + $250).30%] (inside fee) =
    $4.74.
    Assuming the Plan investor's investment in and allocation among the
    Portfolios remains constant throughout the year, the total net outside fee
    and inside fee borne by the Plan investor for the year would be as follows:
        4 (($4.74) = $18.96 or 1.89% per $1,000 invested.
20. PaineWebber notes that a potential conflict may exist by reason of the
   variance in retained inside fees between the different Portfolios. For
   example, Mitchell Hutchins will retain a lower inside fee with respect to
   assets invested in the PACE Money Market Investments Portfolio than all other
   Portfolios. PaineWebber recognizes that this factor could result in the
   recommendation of a higher fee-generating Portfolio to an investing Plan.
   Nonetheless, PMAS will be subject to and intends to comply fully with the
   standards of fiduciary duty that require that it act solely in the best
   interest of the Plan when making investment recommendations.
21. The books of the Trust will be audited annually by independent, certified
   public accountants selected by the Trustees and approved by the investors.
   All investors will receive copies of an audited financial report no later
   than sixty days after the close of each Trust fiscal year. All Trust
   financial statements will be prepared in accordance with generally accepted
   accounting principles and relevant provisions of the federal securities laws.
   The books and financial records of the Trust will be open for inspection by
   any investor, including the Department, the Service and SEC, at all times
   during regular business hours.
22. In summary, it is represented that the transactions will satisfy the
   statutory criteria for an exemption under section 408(a) of the Act because:
    (a) The investment of a Plan's assets in the PACE Program will be made and
       approved by a Plan fiduciary or participant that is independent of
       PaineWebber and its affiliates such that the Independent Fiduciary or
       Directing Participant will maintain complete discretion with respect to
       participating in the PACE Program.
    (b) An Independent Fiduciary or Directing Participant will have full
       discretion to redeem his or her shares in the Trust.
    (c) No Plan will pay a fee or commission by reason of the acquisition or
       redemption of shares in the Trust and PMAS nor will its affiliates
       receive 12b-1 Fees in connection with the transactions.
    (d) Prior to making an investment in the PACE Program, each Independent
       Fiduciary or Directing Participant will receive offering materials and
       disclosures from PMAS which disclose all material facts concerning the
       purpose, fees, structure, operation, risks and participation in the PACE
       Program.
    (e) PMAS will provide written documentation to an Independent Fiduciary or
       Directing Participant of its recommendations or evaluations based upon
       objective criteria.
    (f) With the exception of Mitchell Hutchins which will manage the PACE Money
       Market Investments Portfolio, any Sub-Adviser appointed to exercise
       investment discretion over a Portfolio will always be independent of
       PaineWebber and its affiliates.
 
- --------------------------
  (21) PaineWebber explains that the foregoing example illustrates the fact that
Plan investors will get the benefit of the fee offset contemporaneously upon the
payment of the outside fee. Because the inside fee is paid monthly and the fee
offset is computed quarterly, the applicants also explain that PMAS does not
receive the benefit of a "float" as a result of such calculations because the
fee offset will always be realized no later than the time that the outside fee
is paid. Since the inside fee is paid at the end of each calendar month, the
applicants further explain that Plan investors will realize the full benefit of
the offset before the time that the inside fee is paid for the second and third
months of the calendar quarter.
 
                                       71
<PAGE>
    (g) The quarterly investment advisory fee that is paid by a Plan to PMAS for
       investment advisory services rendered to such Plan will be offset by such
       amount as is necessary to assure that Mitchell Hutchins retains 20 basis
       points from any Portfolio (with the exception of the PACE Money Market
       Investments Portfolio) on investment assets attributable to the Plan
       investor. However, the quarterly fee paid to Mitchell Hutchins for
       administrative services will be retained by Mitchell Hutchins and will
       not be offset against the outside fee.
    (h) Each participating Plan will receive copies of the Trust's semi-annual
       and annual report which will include financial statements for the Trust
       that have been prepared by independent, certified public accountants and
       investment management fees paid by each Portfolio.
    (i) On a quarterly and annual basis, PaineWebber will provide written
       disclosures to an Independent Fiduciary or, if applicable, Directing
       Participant, with respect to (1) the total, expressed in dollars, of each
       Portfolio's brokerage commissions that are paid to PaineWebber and its
       affiliates; (2) the total, expressed in dollars, of each Portfolio's
       brokerage commissions that are paid to unrelated brokerage firms; (3) the
       average brokerage commissions per share by the Trust to brokers
       affiliated with the PaineWebber, expressed as cents per share; and (4)
       the average brokerage commissions per share by the Trust to brokers
       unrelated to the PaineWebber and its affiliates, expressed as cents per
       share for any year in which brokerage commissions are paid to PaineWebber
       by the Trust Portfolios in which a Plan's assets are invested.
    For Further Information Contact: Ms. Jan D. Broady of the Department,
telephone (202) 219-8881. (This is not a toll-free number.)
 
40000-40004 FEDERAL REGISTER VOL. 61, NO. 148           WEDNESDAY, JULY 31, 1996
[PROHIBITED TRANSACTION EXEMPTION 96-59; EXEMPTION
APPLICATION NO. D-09818, ET AL.]                                         NOTICES
GRANT OF INDIVIDUAL EXEMPTIONS; PAINEWEBBER INCORPORATED
AGENCY: Pension and Welfare Benefits Administration, Labor.
ACTION: GRANT OF INDIVIDUAL EXEMPTIONS.
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    SUMMARY:  This document contains exemptions issued by the Department of
Labor (the Department) from certain of the prohibited transaction restrictions
of the Employee Retirement Income Security Act of 1974 (the Act) and/or the
Internal Revenue Code of 1986 (the Code).
    Notices were published in the FEDERAL REGISTER of the pendency before the
Department of proposals to grant such exemptions. The notices set forth a
summary of facts and representations contained in each application for exemption
and referred interested persons to the respective applications for a complete
statement of the facts and representations. The applications have been available
for public inspection at the Department in Washington, D.C. The notices also
invited interested persons to submit comments on the requested exemptions to the
Department. In addition the notices stated that any interested person might
submit a written request that a public hearing be held (where appropriate). The
applicants have represented that they have complied with the requirements of the
notification to interested persons. No public comments and no requests for a
hearing, unless otherwise stated, were received by the Department.
    The notices of proposed exemption were issued and the exemptions are being
granted solely by the Department because, effective December 31, 1978, section
102 of Reorganization Plan No. 4 of 1978 (43 FR 47713, October 17, 1978)
transferred the authority of the Secretary of the Treasury to issue exemptions
of the type proposed to the Secretary of Labor.
STATUTORY FINDINGS
    In accordance with section 408(a) of the Act and/or section 4975(c)(2) of
the Code and the procedures set forth in 29 CFR Part 2570, Subpart B (55 FR
32836, 32847, August 10, 1990) and based upon the entire record, the Department
makes the following findings:
(a) The exemptions are administratively feasible;
(b) They are in the interests of the plans and their participants and
   beneficiaries; and
(c) They are protective of the rights of the participants and beneficiaries of
   the plans.
    PAINEWEBBER INCORPORATED (PAINEWEBBER), LOCATED IN NEW YORK, NY [Prohibited
Transaction Exemption 96-59; Exemption Application No. D-09818]
                                   EXEMPTION
Section I. Covered Transactions
    The restrictions of section 406(a) of the Act and the sanctions resulting
from the application of section 4975 of the Code, by reason of section
4975(c)(1)(A) through (D) of the Code, shall not apply, effective August 18,
1995, to the purchase or redemption of shares by an employee benefit plan, a
plan described in section 403(b) of the Code (the Section 403(b) Plan), an
individual retirement account (the IRA) or a retirement plan for a self-employed
individual (the Keogh Plan) (collectively referred to herein as the Plans) in
the PaineWebber Managed Accounts Services Portfolio Trust (the
 
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Trust) established in connection with such Plans' participation in the
PaineWebber PACE Program (the PACE Program).
    In addition, the restrictions of section 406(b) of the Act and the sanctions
resulting from the application of section 4975 of the Code, by reason of section
4975(c)(1)(E) and (F) of the Code, shall not apply, effective August 18, 1995,
to (a) the provision, by PaineWebber Managed Accounts Services (PMAS), a
division of PaineWebber, of asset allocation and related services to an
independent fiduciary of a Plan (the Independent Fiduciary) or to a directing
participant (the Directing Participant) in a Plan that is covered under and
permits participant selection as contemplated by the provisions of section
404(c) of the Act (the Section 404(c) Plan), which may result in the selection
by the Independent Fiduciary or the Directing Participant of portfolios of the
Trust (the Portfolios) in the PACE Program for the investment of Plan assets;
and (b) the provision of investment management services by Mitchell Hutchins
Asset Management, Inc. (Mitchell Hutchins) to the PACE Money Market Investments
Portfolio of the Trust.
    This exemption is subject to the conditions set forth below in Section II.
Section II. General Conditions
(a) The participation of each Plan in the PACE Program is approved by an
   Independent Fiduciary or, if applicable, Directing Participant.
(b) As to each Plan, the total fees paid to PMAS and its affiliates constitute
   no more than reasonable compensation and do not include the receipt of fees
   pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the '40 Act)
   by PMAS and its affiliates in connection with the transactions.
(c) No Plan pays a fee or commission by reason of the acquisition or redemption
   of shares in the Trust.
(d) The terms of each purchase or redemption of Trust shares remain at least as
   favorable to an investing Plan as those obtainable in an arm's length
   transaction with an unrelated party.
(e) PMAS provides written documentation to an Independent Fiduciary or a
   Directing Participant of its recommendations or evaluations based upon
   objective criteria.
(f) Any recommendation or evaluation made by PMAS to an Independent Fiduciary or
   Directing Participant is implemented only at the express direction of such
   fiduciary or participant.
(g) PMAS provides investment advice in writing to an Independent Fiduciary or
   Directing Participant with respect to all Portfolios made available under the
   Plan.
(h) With the exception of the PACE Money Market Investments Portfolio, any
   sub-adviser (the Sub-Adviser) appointed by Mitchell Hutchins to exercise
   investment discretion with respect to a Portfolio is independent of
   PaineWebber and its affiliates.
(i) The quarterly fee that is paid by a Plan to PMAS for asset allocation and
    related services rendered to such Plan under the PACE Program (i.e., the
    outside fee) is offset by such amount as is necessary to assure that
    Mitchell Hutchins retains 20 basis points as a management fee from any
    Portfolio (with the exception of the PACE Money Market Investments Portfolio
    from which Mitchell Hutchins retains an investment management fee of 15
    basis points) containing investments attributable to the Plan investor.
    However, the quarterly fee of 20 basis points that is paid to Mitchell
    Hutchins for administrative services is retained by Mitchell Hutchins and is
    not offset against the outside fee.
(j) With respect to its participation in the PACE Program prior to purchasing
    Trust shares,
    (1) Each Independent Fiduciary receives the following written or oral
       disclosures from PaineWebber:
        (A) A copy of the prospectus (the Prospectus) for the Trust discussing
           the investment objectives of the Portfolios comprising the Trust; the
           policies employed to achieve these objectives; the corporate
           affiliation existing between PaineWebber, PMAS, Mitchell Hutchins and
           their affiliates; the compensation paid to such entities; any
           additional information explaining the risks of investing in the
           Trust; and sufficient and understandable disclosures relating to
           rebalancing of investor accounts.
        (B) Upon written or oral request to PaineWebber, a Statement of
           Additional Information supplementing the Prospectus, which describes
           the types of securities and other instruments in which the Portfolios
           may invest, the investment policies and strategies that the
           Portfolios may utilize and certain risks attendant to those
           investments, policies and strategies.
        (C) An investor questionnaire.
        (D) A written analysis of PMAS's asset allocation recommendation of
           specific Portfolios.
        (E) A copy of the agreement between PMAS and such Plan relating to
           participation in the PACE Program.
        (F) Upon written request to Mitchell Hutchins, a copy of the respective
 
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           investment advisory agreements between Mitchell Hutchins and the Sub-
           Advisers.
        (G) Copies of the proposed exemption and grant notice describing the
           exemptive relief provided herein.
    (2) In the case of a Section 404(c) Plan, the Independent Fiduciary will--
        (A) Make copies of the foregoing documents available to Directing
           Participants.
        (B) Allow Directing Participants to interact with PaineWebber Investment
           Executives and receive information relative to the services offered
           under the PACE Program, including the rebalancing feature, and the
           operation and objectives of the Portfolios.
    (3) If accepted as an investor in the PACE Program, an Independent Fiduciary
       of a Section 403(b) Plan, an IRA or a Keogh Plan, is required to
       acknowledge, in writing to PMAS, prior to purchasing Trust shares that
       such fiduciary has received copies of the documents described in
       paragraph (j)(1) of this Section II.
    (4) With respect to a Section 404(c) Plan, written acknowledgment of the
       receipt of such documents is provided by the Independent Fiduciary (i.e.,
       the Plan administrator, trustee, investment manager or named fiduciary).
       Such Independent Fiduciary will be required to represent in writing to
       PMAS that such fiduciary is--
        (A) Independent of PaineWebber and its affiliates;
        (B) Knowledgeable with respect to the Plan in administrative matters and
           funding matters related thereto, and;
        (C) Able to make an informed decision concerning participation in the
           PACE Program.
    (5) With respect to a Plan that is covered under Title I of the Act, where
       investment decisions are made by a trustee, investment manager or a named
       fiduciary, such Independent Fiduciary is required to acknowledge, in
       writing, receipt of such documents and represent to PMAS that such
       fiduciary is
        (A) Independent of PMAS and its affiliates;
        (B) Capable of making an independent decision regarding the investment
           of Plan assets;
        (C) Knowledgeable with respect to the Plan in administrative matters and
           funding matters related thereto; and
        (D) Able to make an informed decision concerning participation in the
           PACE Program.
(k) As applicable, subsequent to its participation in the PACE Program, each
   Independent Fiduciary receives the following written or oral disclosures with
   respect to its ongoing participation in the PACE Program:
    (1) Written confirmations of each purchase or redemption transaction by the
       Plan with respect to a Portfolio.
    (2) Telephone access to quotations from PaineWebber of such Plan's account
       balance.
    (3) A monthly statement of account from PaineWebber specifying the net asset
       value of the Plan's investment in such account. Such statement is also
       anticipated to include cash flow and transaction activity during the
       month, unrealized gains or losses on Portfolio shares held; and a summary
       of total earnings and capital returns on the Plan's PACE Portfolio for
       the month and year-to-date.
    (4) The Trust's semi-annual and annual report which will include financial
       statements for the Trust and investment management fees paid by each
       Portfolio.
    (5) A written quarterly monitoring report that includes (a) a record of the
       Plan's PACE Program portfolio for the quarter and since inception,
       showing the rates of return relative to comparative market indices
       (illustrated in a manner that reflects the effect of any fees for
       participation in the PACE Program actually incurred during the period);
       (b) an investment outlook summary containing market commentary; and (c)
       the Plan's actual PACE Program portfolio with a breakdown, in both
       dollars and percentages, of the holdings in each portfolio. The quarterly
       monitoring report will also contain an analysis and an evaluation of a
       Plan investor's account to assist the investor to ascertain whether the
       Plan's investment objectives have been met and recommending, if required,
       changes in Portfolio allocations.
    (6) A statement, furnished at least quarterly or annually, specifying--
        (A) The total, expressed in dollars, of each Portfolio's brokerage
           commissions that are paid to PaineWebber and its affiliates;
 
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        (B) The total, expressed in dollars, of each Portfolio's brokerage
           commissions that are paid to unrelated brokerage firms;
        (C) The average brokerage commissions per share that are paid by the
           Trust to brokers affiliated with PaineWebber, expressed as cents per
           share; and
        (D) The average brokerage commissions per share that are paid by the
           Trust to brokers unrelated to PaineWebber and its affiliates,
           expressed as cents per share for any year in which brokerage
           commissions are paid to PaineWebber by the Trust Portfolios in which
           a Plan's assets are invested.
    (7) Periodic meetings with a PaineWebber Investment Executive (or the
       appropriate PaineWebber representative) by Independent Fiduciaries to
       discuss the quarterly monitoring report or any other questions that may
       arise.
(1) In the case of a Section 404(c) Plan where the Independent Fiduciary has
   established an omnibus account in the name of the Plan (the Undisclosed
   Account) with PaineWebber, depending upon the arrangement negotiated by the
   Independent Fiduciary with PMAS, certain of the information noted above in
   subparagraphs (k)(1) through (k)(7) of this Section II may be provided by
   PaineWebber to the Directing Participants or to the Independent Fiduciary for
   dissemination to the Directing Participants.
(m) If previously authorized in writing by the Independent Fiduciary, the Plan
   investor's account is automatically rebalanced on a periodic basis to the
   asset allocation previously prescribed by the Plan or participant, as
   applicable, if the quarterly screening reveals that one or more Portfolio
   allocations deviates from the allocation prescribed by the investor by the
   agreed-upon formula threshold.
(n) The books and records of the Trust are audited annually by independent,
   certified public accountants and all investors are sent copies of an audited
   financial report no later than 60 days after the close of each Trust fiscal
   year.
(o) PaineWebber maintains, for a period of six years, the records necessary to
   enable the persons described in paragraph (p) of this Section II to determine
   whether the conditions of this exemption have been met, except that--
    (1) A prohibited transaction will not be considered to have occurred if, due
       to circumstances beyond the control of PaineWebber and/or its affiliates,
       the records are lost or destroyed prior to the end of the six year
       period; and
    (2) No party in interest other than PaineWebber shall be subject to the
       civil penalty that may be assessed under section 502(i) of the Act, or to
       the taxes imposed by section 4975 (a) and (b) of the Code, if the records
       are not maintained, or are not available for examination as required by
       paragraph (p)(l) of this Section II below.
(p) (1) Except as provided in subparagraph (p)(2) of this paragraph and
   notwithstanding any provisions of subsections (a)(2) and (b) of section 504
   of the Act, the records referred to in paragraph (o) of this Section II are
   unconditionally available at their customary location during normal business
   hours by:
    (A) Any duly authorized employee or representative of the Department, the
       Internal Revenue Service (the Service) or the Securities and Exchange
       Commission (the SEC);
    (B) Any fiduciary of a participating Plan or any duly authorized
       representative of such fiduciary;
    (C) Any contributing employer to any participating Plan or any duly
       authorized employee representative of such employer; and
    (D) Any participant or beneficiary of any participating Plan, or any duly
       authorized representative of such participant or beneficiary.
(p) (2) None of the persons described above in paragraphs (p)(1)(B)-(p)(1)(D) of
   this paragraph (p) are authorized to examine the trade secrets of PaineWebber
   or Mitchell Hutchins or commercial or financial information which is
   privileged or confidential.
Section III. Definitions
    For purposes of this exemption:
(a) The term "PaineWebber" means PaineWebber Incorporated and any affiliate of
   PaineWebber, as defined in paragraph (b) of this Section III.
(b) An "affiliate" of PaineWebber includes--
    (1) Any person directly or indirectly through one or more intermediaries,
       controlling, controlled by, or under common control with PaineWebber.
    (2) Any officer, director or partner in such person, and
    (3) Any corporation or partnership of which such person is an officer,
       director or a 5 percent partner or owner.
(c) The term "control" means the power to exercise a controlling influence over
   the management or policies of a person other than an individual.
 
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(d) The term "Independent Fiduciary" means a Plan fiduciary which is independent
   of PaineWebber and its affiliates and is either
    (1) A Plan administrator, trustee, investment manager or named fiduciary of
       a Section 404(c) Plan or a Section 403(b) Plan;
    (2) A participant in a Keogh Plan;
    (3) An individual covered under a self-directed IRA which invests in Trust
       shares;
    (4) An employee, officer or director of PaineWebber and/or its affiliates
       covered by an IRA not subject to Title I of the Act;
    (5) A trustee, Plan administrator, investment manager or named fiduciary
       responsible for investment decisions in the case of a Title I Plan that
       does not permit individual direction as contemplated by Section 404(c) of
       the Act; or
(e) The term "Directing Participant" means a participant in a Plan covered under
   the provisions of section 404(c) of the Act, who is permitted under the terms
   of the Plan to direct, and who elects to so direct, the investment of the
   assets of his or her account in such Plan.
(f) The term "Plan" means a pension plan described in 29 CFR 2510.3-2, a welfare
   benefit plan described in 29 CFR 2510.3-1, a plan described in section
   4975(e)(1) of the Code, and in the case of a Section 404(c) Plan, the
   individual account of a Directing Participant.
    EFFECTIVE DATE:  This exemption will be effective as of August 18, 1995.
    For a more complete statement of the facts and representations supporting
the Department's decision to grant this exemption, refer to the notice of
proposed exemption (the Notice) published on March 22, 1996 at 61 FR 11882.
WRITTEN COMMENTS
    The Department received one written comment with respect to the Notice and
no requests for a public hearing. The comment was submitted by PaineWebber, PMAS
and Mitchell Hutchins (collectively, the Applicants). Their comment is broken
down into the areas discussed below.
(1) SECTION 403(b) PLAN PARTICIPATION. In addition to IRAs, Keogh Plans, Section
   404(c) Plans and other types of employee benefit plans that will participate
   in the PACE Program, the Applicants represent that they wish to offer shares
   in the Trust to Plans that are described in section 403(b) of the Code.
   Therefore, the Applicants have requested that the Department include
   references to Section 403(b) Plans in the exemptive language set forth in
   Section I, in the conditional language set forth in Sections II(j)(3) and
   III(d)(1) and in Representation 6 of the Summary of Facts and Representations
   (the Summary). The Department has revised the Notice accordingly.
(2) AVAILABLE PORTFOLIOS. Section II(g) of the Notice states that PMAS will
   provide investment advice in writing to an Independent Fiduciary or a
   Directing Participant with respect to all available Portfolios offered by the
   Trust. The Applicants note, however, that, in the case of a Section 404(c)
   Plan, an Independent Fiduciary will determine the initial array of Portfolios
   among which the Directing Participants may allocate Plan assets, and that
   such fiduciary may decide to include less than all of the Portfolios in that
   array. Therefore, the Applicants have requested that the Department revise
   Section II(g) of the Notice as follows to make it clear that "available"
   Portfolios are those that will be selected by the Independent Fiduciary under
   such circumstances:
(g) PMAS provides investment advice in writing to an Independent Fiduciary or
   Directing Participant with respect to all Portfolios made available under the
   Plan.
    The Department has made the change requested by the Applicants.
    (3) INDEPENDENT FIDUCIARY ROLE. With respect to a Section 404(c) Plan,
       Section II(j)(4) of the Notice states that written acknowledgement of the
       receipt of initial disclosures from PaineWebber will be provided by the
       Independent Fiduciary who may be the Plan administrator, trustee,
       investment manager or the named fiduciary, as the record holder of Trust
       shares. The Applicants wish to clarify that because the trustee of a
       trust is generally the legal owner of trust assets, the Plan trustee
       rather than the Independent Fiduciary is the actual recordholder of Trust
       shares. Therefore, the Applicants request that the Department revise
       Section II(j)(4) of the Notice to read as follows:
    (4) With respect to a Section 404(c) Plan, written acknowledgement of the
       receipt of such documents is provided by the Independent Fiduciary (i.e.,
       the Plan administrator, trustee, investment manager or named fiduciary).
    The Department has amended the Notice in this regard.
    (4) DIRECTING PARTICIPANT DISCLOSURE. Section II(1) of the Notice states, in
       relevant part, that if an Independent Fiduciary of a Section 404(c) Plan
       has established an Undisclosed Account with PaineWebber, certain
       disclosures will be provided by PaineWebber to the Directing Participants
       or to the Independent Fiduciary for dissemination to the Directing
 
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       Participants, depending upon the arrangement negotiated with PMAS. In an
       effort to reflect the manner in which that information will be
       distributed or made available to Directing Participants and/or to the
       Independent Fiduciaries of Section 404(c) Plans, the Applicants request
       that the Department modify Section II(l) of the Notice.
    The Department has amended Section II(1) of the Notice to read as follows:
(1) In the case of a Section 404(c) Plan where the Independent Fiduciary has
   established an omnibus account in the name of the Plan (the Undisclosed
   Account) with PaineWebber, depending upon the arrangement negotiated by the
   Independent Fiduciary with PMAS, certain of the information noted above in
   subparagraphs (k)(1) through (k)(7) of this Section II may be provided by
   PaineWebber to the Directing Participants or to the Independent Fiduciary for
   dissemination to the Directing Participants.
    (5) DESCRIPTION OF PAINEWEBBER GROUP AND PAINEWEBBER. Representation 1(a) of
       the Summary, states, in part, that the PaineWebber Group is a member of
       all principal securities and commodities exchanges in the United States
       and the National Association of Securities Dealers, Inc. It is also
       represented that PaineWebber Group holds memberships or associate
       memberships on several principal foreign securities and commodities
       exchanges. Although the Applicants furnished this information to the
       Department, they wish to clarify that these representations pertain to
       PaineWebber rather than to the Paine Webber Group. Therefore, they
       request that the Department make appropriate changes to the Summary.
    The Department has revised the language in Representation 1(b) of the
Summary as follows:
    PaineWebber is a member of all principal securities and commodities
    exchanges in the United States and the National Association of Securities
    Dealers, Inc. It also holds memberships or associate memberships on several
    principal foreign securities and commodities exchanges.
    (6) NET ASSET VALUE PER SHARE. In pertinent part, Representation 2 of the
       Summary states that with the exception of the PACE Money Market
       Investments Portfolio, shares in the Trust were initially offered to the
       public by PaineWebber at a net asset value of $10 per share and that
       shares in the PACE Money Market Investments Portfolio are being offered
       to the public at a net asset value of $1.00 per share. The Applicants
       wish to clarify that with the exception of the PACE Money Market
       Investments Portfolio in which shares are offered to the public at a net
       asset value of $1.00 per share, shares in the other Portfolios were
       initially offered to the public at a net asset value of $12 per share.
    Accordingly, the Department has revised the sixth and seventh sentences of
Representation 2 to read as follows:
    With the exception of the PACE Money Market Investments Portfolio, shares in
each of the Portfolios were initially offered to the public at a net asset value
of $12 per share. Shares in the PACE Money Market Investments Portfolio are
offered to the public at a net asset value of $1.00 per share.
(7) MINIMUM INVESTMENTS. The second paragraph of Representation 3 of the Summary
   states, in part, that the minimum initial investment for a prospective
   investor in the PACE Program is $10,000. The Applicants note, however, that
   the minimum initial investment threshold for an investor is currently $25,000
   and not $10,000. For Plan investors and Uniform Gift or Transfer to Minors
   Accounts, the Applicants wish to clarify that the minimum initial investment
   is presently $10,000.
    The Department has revised part of Representation 3 to read as follows:
    *** The minimum initial investment in the PACE Program currently is $25,000
        (except for Plans and Uniform Gift or Transfer to Minors Accounts, for
        which the minimum initial investment is currently $10,000).
(8) VALUATION OF PORTFOLIO SHARES. Footnote 10 of the Summary states, in part,
   that the net asset value of shares in the PACE Money Market Investments
   Portfolio is determined as of 12 p.m. each business day. To indicate that the
   net asset value of all Portfolio shares, including shares of the PACE Money
   Market Investments Portfolio, is being determined as of the close of regular
   trading on the New York Stock Exchange (currently 4 p.m., Eastern Time) each
   business day, the Applicants request that the Department modify Footnote 10
   of the Summary.
    The Department has modified Footnote 10 to read as follows:
    The net asset value of each Portfolio's shares is determined as of the close
of regular trading on the New York Stock Exchange (the NYSE) (currently, 4 p.m.,
Eastern Time) each business day. Each Portfolio's net asset value per share is
determined by dividing the value of the securities held by the Portfolio plus
any cash or other assets minus all liabilities by the total number of Portfolio
shares outstanding.
    In addition, the Applicants have requested that Footnote 16 of the Summary
be revised to incorporate the following language:
 
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    *** The net asset value of each Portfolio's shares is determined as of the
        close of regular trading on the NYSE (currently, 4 p.m. Eastern Time)
        each business day. PaineWebber may, in the future, impose a minimum
        dollar threshold on rebalancing transactions in order to avoid DE
        MINIMUS transactions.
(9) PAYMENT OF REDEMPTION PROCEEDS. Representation 14 of the Summary states, in
   part, that a Portfolio will be required to transmit redemption proceeds for
   credit to an investor's account within 5 business days after receipt.
   Similarly, Representation 17 of the Summary sets forth the same time frame
   for the payment of the outside fee as well as the applicable fee if
   additional funds are invested during a calendar quarter. Because Federal
   Securities laws currently require PaineWebber to settle its obligations
   within three business days, the Applicants have requested that the Department
   revise the Summary to reflect the current timing of such payments.
    The Department does not object to these necessary revisions and has deleted
references to the five business day requirement and inserted the phrase "three
business days" in the fourth sentence of paragraph one of Representation 14, in
the first sentence of paragraph two of Representation 17 and in the first
sentence of paragraph three of Representation 17.
(10) BROKERAGE COMMISSION INFORMATION.       Representation 22(i) of the Summary
    states, in part, that on a quarterly and annual basis, PaineWebber will
    provide written disclosures to an Independent Fiduciary or, if applicable, a
    Directing Participant regarding brokerage commissions that are paid to
    PaineWebber and/ or its affiliates or to unrelated parties. The Applicants
    have requested that the Department revise this representation to reflect
    that brokerage commission information will be provided to the Independent
    Fiduciary and, depending on the arrangement negotiated between the
    Independent Fiduciary of a Section 404(c) Plan and PMAS, to a Directing
    Participant. The Applicants state that the language set forth in the Summary
    appears to indicate that PaineWebber will provide such information under all
    circumstances to Independent Fiduciaries and where applicable, to Directing
    Participants only.
    The Department has revised paragraph (i) of Representation 22 to read, in
part, as follows:
(i) On a quarterly and annual basis, PaineWebber will provide written
   disclosures to an Independent Fiduciary and, depending on the arrangement
   negotiated with PMAS, a Directing Participant, with respect to (1) the total,
   expressed in dollars, of each Portfolio's brokerage commissions that are paid
   to PaineWebber and its affiliates;***
    After giving full consideration to the entire record, the Department has
decided to grant the exemption subject to the modifications or clarifications
described above. The Applicants' comment letter has been included as part of the
public record of the exemption application. The complete application file,
including all supplemental submissions received by the Department, is made
available for public inspection in the Public Documents Room of the Pension and
Welfare Benefits Administration, Room N-5638, U.S. Department of Labor, 200
Constitution Avenue, NW., Washington, DC 20210.
    FOR FURTHER INFORMATION CONTACT: Ms. Jan D. Broady of the Department,
telephone (202) 219-8881. (This is not a toll-free number.)
 
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                     PAINEWEBBER PACE SELECT ADVISORS TRUST
             1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
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                       PROSPECTUS DATED DECEMBER 1, 1998
    
 
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- -C- 1998 PaineWebber Incorporated PAINEWEBBER -RECYCLE SYMBOL- RECYCLED PAPER
    
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                     PaineWebber PACE Select Advisors Trust
             1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
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                      STATEMENT OF ADDITIONAL INFORMATION
 
   
    PaineWebber PACE Select Advisors Trust ("Trust") is an open-end management
investment company currently composed of twelve separate no-load investment
portfolios (each a "Portfolio") professionally managed by Mitchell Hutchins
Asset Management Inc. ("Mitchell Hutchins" or the "Manager"), a wholly owned
asset management subsidiary of PaineWebber Incorporated ("PaineWebber"). For
each Portfolio other than PACE MONEY MARKET INVESTMENTS, advisory services are
provided by an investment adviser (each an "Adviser") recommended, monitored by
and unaffiliated with the Manager. For PACE MONEY MARKET INVESTMENTS, advisory
services are provided by the Manager. Mitchell Hutchins also serves as
distributor for the Portfolios. This Statement of Additional Information ("SAI")
is not a prospectus and should be read only in conjunction with the Trust's
current Prospectus, dated December 1, 1998. You may obtain a copy of the
Prospectus by calling any PaineWebber investment executive or by calling
toll-free at 1-800-647-1568. This SAI is dated December 1, 1998.
    
 
                      INVESTMENT POLICIES AND RESTRICTIONS
 
    The following supplements the information contained in the Prospectus
concerning the Portfolios' investment policies and limitations.
 
    YIELD FACTORS AND RATINGS. Moody's Investors Service, Inc. ("Moody's") and
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), are
private services that provide ratings of the credit quality of debt obligations,
including issues of municipal securities. A description of the range of ratings
assigned to Portfolios by Moody's and S&P applicable to securities in which one
or more of the Portfolios may invest is included in the Appendix to this SAI.
The Portfolios may use these ratings in determining whether to purchase, sell or
hold a security. These ratings represent Moody's and S&P's opinions as to the
quality of the debt obligations that they undertake to rate. It should be
emphasized, however, that ratings are general and are not absolute standards of
quality. Consequently, obligations with the same maturity, interest rate and
rating may have different market prices. Credit ratings attempt to evaluate the
safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than the rating indicates. In
the event any security held by a Portfolio is downgraded below the rating
categories set forth for each Portfolio as discussed in the Prospectus, the
Portfolio's Adviser (or Mitchell Hutchins in the case of PACE MONEY MARKET
INVESTMENTS) will review the security and determine whether to retain or dispose
of that security, provided that a Portfolio will not invest, at any time, more
than 5% (except PACE STRATEGIC FIXED INCOME INVESTMENTS, which may invest up to
20%, and PACE GLOBAL FIXED INCOME INVESTMENTS AND PACE LARGE COMPANY VALUE
EQUITY INVESTMENTS, which each may invest up to 10%) of its net assets in
securities that are rated below investment grade.
 
    The process by which S&P and Moody's determine ratings for mortgage- and
asset-backed securities includes consideration of the likelihood of the receipt
by security holders of all distributions, the nature of the underlying
securities, the credit quality of the guarantor, if any, and the structural,
legal and tax aspects associated with such securities. Neither of such ratings
represents an assessment of the likelihood that principal prepayments will be
made by mortgagors or the degree to which such prepayments may differ from
<PAGE>
those originally anticipated, nor do such ratings address the possibility that
investors may suffer a lower than anticipated yield or that investors in such
securities may fail to recoup fully their initial investment due to prepayments.
 
   
    The yields on the money market instruments in which PACE MONEY MARKET
INVESTMENTS invests (such as U.S. government securities, commercial paper and
bank obligations) are dependent on a variety of factors, including general money
market conditions, conditions in the particular market for the obligation, the
financial condition of the issuer, the size of the offering, the maturity of the
obligation and the ratings of the issue. The ratings of nationally recognized
statistical rating organizations ("NRSROs") represent their opinions as to the
quality of the obligations they undertake to rate. Because ratings are general
and are not absolute standards of quality, obligations with the same rating,
maturity and interest rate may have different market prices. As noted in the
Prospectus, PACE MONEY MARKET INVESTMENTS may only purchase securities that are
"First Tier Securities" (as defined under Rule 2a-7 of the Investment Company
Act of 1940, as amended (the "1940 Act"). To qualify as a First Tier Security a
security must either be (1) rated in the highest short-term rating category by
at least two NRSROs, (2) rated in the highest short-term rating category by a
single NRSRO if only that NRSRO has assigned the obligation a short-term rating,
(3) issued by an issuer that has received such a short-term rating with respect
to a security that is comparable in terms of priority and security or (4)
unrated, but determined by Mitchell Hutchins to be of comparable quality.
Subsequent to its purchase by a Portfolio, an issue may cease to be rated or its
rating may be reduced. If a security in PACE MONEY MARKET INVESTMENTS' portfolio
ceases to be a First Tier Security or the Portfolio's Adviser becomes aware that
a security has received a rating below the second highest rating by Moody's, S&P
or any other NRSRO, Mitchell Hutchins, and in certain cases the Trust's board of
trustees, will consider whether that Portfolio should continue to hold the
obligation. A First Tier Security rated in the highest short-term rating
category by a single NRSRO at the time of purchase that subsequently receives a
rating below the highest rating category from a different NRSRO will continue to
be considered a First Tier Security.
    
 
    Opinions relating to the validity of municipal securities in PACE MUNICIPAL
FIXED INCOME INVESTMENTS and to the exemption of interest thereon from federal
income tax and also, when available, from the federal alternative minimum tax
are rendered by bond counsel to the respective issuing authorities at the time
of issuance. Neither the Portfolio nor its Adviser will review the proceedings
relating to the issuance of municipal securities or the basis for such opinions.
An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors (such as the federal bankruptcy laws) and federal, state
and local laws that may be enacted that adversely affect the tax-exempt status
of interest on the municipal securities held by the Portfolio or of the
exempt-interest dividends received by that Portfolio's shareholders, extend the
time for payment of principal or interest, or both, or impose other constraints
upon enforcement of such obligations. There is also the possibility that, as a
result of litigation or other conditions, the power or ability of issuers to
meet their obligations for the payment of principal of, and interest on, their
municipal securities may be materially and adversely affected.
 
    In addition to ratings assigned to individual bond issues, each Portfolio's
Adviser analyzes interest rate trends and developments that may affect
individual issuers, including factors such as liquidity, profitability and asset
quality. The yields on bonds and other debt securities in which the Portfolios
invest are dependent on a variety of factors, including general money market
conditions, general conditions on the bond market, the financial condition of
the issuer, the size of the offering, the maturity of the obligation and its
rating. There is a wide variation in the quality of bonds, both within a
particular classification and between
 
                                       2
<PAGE>
classifications. An issuer's obligations under its bonds are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of bond-holders or other creditors of an issuer; litigation or other
conditions may also adversely affect the power or ability of issuers to meet
their obligations for the payment of interest and principal on their bonds.
 
    OBLIGATIONS OF FOREIGN BANKS AND FOREIGN BRANCHES OF U.S. BANKS. PACE MONEY
MARKET INVESTMENTS may invest in obligations of domestic or foreign branches of
foreign banks and foreign branches of domestic banks. Such investments may
involve risks that are different from investments in securities of domestic
branches of domestic banks. These risks may include unfavorable political and
economic developments, withholding taxes, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions which might
affect the payment of principal or interest on the securities held by PACE MONEY
MARKET INVESTMENTS. Additionally, there may be less publicly available
information about foreign banks and their branches, as these institutions may
not be subject to the same regulatory requirements as domestic banks.
 
    ADJUSTABLE RATE AND FLOATING RATE MORTGAGE-BACKED SECURITIES. As set forth
in the Prospectus, PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS, PACE
INTERMEDIATE FIXED INCOME INVESTMENTS and PACE STRATEGIC FIXED INCOME
INVESTMENTS may invest in adjustable rate mortgage ("ARM") and floating rate
mortgage-backed securities. Because the interest rates on ARM and floating rate
mortgage-backed securities are reset in response to changes in a specified
market index, the values of such securities tend to be less sensitive to
interest rate fluctuations than the values of fixed-rate securities. As a
result, during periods of rising interest rates, ARMs generally do not decrease
in value as much as fixed-rate securities. Conversely, during periods of
declining interest rates, ARMs generally do not increase in value as much as
fixed-rate securities. ARM mortgage-backed securities represent a right to
receive interest payments at a rate that is adjusted to reflect the interest
earned on a pool of ARMs. ARMs generally provide that the borrower's mortgage
interest rate may not be adjusted above a specified lifetime maximum rate or, in
some cases, below a minimum lifetime rate. In addition, certain ARMs provide for
limitations on the maximum amount by which the mortgage interest rate may adjust
for any single adjustment period. ARMs also may provide for limitations on
changes in the maximum amount by which the borrower's monthly payment may adjust
for any single adjustment period. In the event that a monthly payment is not
sufficient to pay the interest accruing on the ARM, any such excess interest is
added to the mortgage loan ("negative amortization"), which is repaid through
future monthly payments. If the monthly payment exceeds the sum of the interest
accrued at the applicable mortgage interest rate and the principal payment that
would have been necessary to amortize the outstanding principal balance over the
remaining term of the loan, the excess reduces the principal balance of the ARM.
Borrowers under ARMs experiencing negative amortization may take longer to build
up their equity in the underlying property and may be more likely to default.
 
    The rates of interest payable on certain ARMs, and therefore on certain ARM
mortgage-backed securities, are based on indices, such as the one-year constant
maturity Treasury rate, that reflect changes in market interest rates. Others
are based on indices, such as the 11th District Federal Home Loan Bank Cost of
Funds index, that tend to lag behind changes in market interest rates. The
values of ARM mortgage-backed securities supported by ARMs that adjust based on
lagging indices tend to be somewhat more sensitive to interest rate fluctuations
than those reflecting current interest rate levels, although the values of such
ARM mortgage-backed securities still tend to be less sensitive to interest rate
fluctuations than fixed-rate securities.
 
    Floating rate mortgage-backed securities are classes of mortgage-backed
securities that have been structured to represent the right to receive interest
payments at rates that fluctuate in accordance with an
 
                                       3
<PAGE>
index but that generally are supported by pools comprised of fixed-rate mortgage
loans. As with ARM mortgage-backed securities, interest rate adjustments on
floating rate mortgage-backed securities may be based on indices that lag behind
market interest rates. Interest rates on floating rate mortgage-backed
securities generally are adjusted monthly. Floating rate mortgage-backed
securities are subject to lifetime interest rate caps, but they generally are
not subject to limitations on monthly or other periodic changes in interest
rates or monthly payments.
 
    SPECIAL CHARACTERISTICS OF MORTGAGE- AND ASSET-BACKED SECURITIES. As set
forth in the Prospectus, PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS,
PACE INTERMEDIATE FIXED INCOME INVESTMENTS and PACE STRATEGIC FIXED INCOME
INVESTMENTS each are authorized to invest in mortgage-and asset-backed
securities. The yield characteristics of mortgage- and asset-backed securities
differ from those of traditional debt securities. Among the major differences
are that interest and principal payments are made more frequently, usually
monthly, and that principal may be prepaid at any time because the underlying
mortgage loans or other obligations generally may be prepaid at any time.
Prepayments on a pool of mortgage loans are influenced by a variety of economic,
geographic, social and other factors, including changes in mortgagors' housing
needs, job transfers, unemployment, mortgagors' net equity in the mortgaged
properties and servicing decisions. Generally, however, prepayments on
fixed-rate mortgage loans will increase during a period of falling interest
rates and decrease during a period of rising interest rates. Similar factors
apply to prepayments on asset-backed securities, but the receivables underlying
asset-backed securities generally are of a shorter maturity and thus are less
likely to experience substantial prepayments. Such securities, however, often
provide that for a specified time period the issuers will replace receivables in
the pool that are repaid with comparable obligations. If the issuer is unable to
do so, repayment of principal on the asset-backed securities may commence at an
earlier date. Mortgage- and asset-backed securities may decrease in value as a
result of increases in interest rates and may benefit less than other fixed
income securities from declining interest rates because of the risk of
prepayment.
 
    ARMs also may be subject to a greater rate of prepayments in a declining
interest rate environment. For example, during a period of declining interest
rates, prepayments on ARMs could increase because the availability of fixed
mortgage loans at competitive interest rates may encourage mortgagors to
"lock-in" at a lower interest rate. Conversely, during a period of rising
interest rates, prepayments on ARMs might decrease. The rate of prepayments with
respect to ARMs has fluctuated in recent years.
 
    The rate of interest on mortgage-backed securities is lower than the
interest rates paid on the mortgages included in the underlying pool due to the
annual fees paid to the servicer of the mortgage pool for passing through
monthly payments to certificateholders and to any guarantor, and due to any
yield retained by the issuer. Actual yield to the holder may vary from the
coupon rate, even if adjustable, if the mortgage-backed securities are purchased
or traded in the secondary market at a premium or discount. In addition, there
is normally some delay between the time the issuer receives mortgage payments
from the servicer and the time the issuer makes the payments on the
mortgage-backed securities, and this delay reduces the effective yield to the
holder of such securities.
 
    Yields on pass-through securities are typically quoted by investment dealers
and vendors based on the maturity of the underlying instruments and the
associated average life assumption. The average life of pass-through pools
varies with the maturities of the underlying mortgage loans. A pool's term may
be shortened by unscheduled or early payments of principal on the underlying
mortgages. Because prepayment rates of individual pools vary widely, it is not
possible to predict accurately the average life of a particular pool. In the
past, a common industry practice has been to assume that prepayments on pools of
fixed rate 30-year
 
                                       4
<PAGE>
mortgages would result in a 12-year average life for the pool. At present,
mortgage pools, particularly those with loans with other maturities or different
characteristics, are priced on an assumption of average life determined for each
pool. In periods of declining interest rates, the rate of prepayment tends to
increase, thereby shortening the actual average life of a pool of
mortgage-related securities. Conversely, in periods of rising rates the rate of
prepayment tends to decrease thereby lengthening the actual average life of the
pool. However, these effects may not be present, or may differ in degree, if the
mortgage loans in the pools have adjustable interest rates or other special
payment terms, such as a prepayment charge. Actual prepayment experience may
cause the yield of mortgage-backed securities to differ from the assumed average
life yield. Reinvestment of prepayments may occur at lower interest rates than
the original investment, thus adversely affecting the yield of the Portfolios.
 
    REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which a
Portfolio purchases securities from a bank or recognized securities dealer and
simultaneously commits to resell the securities to the bank or dealer at an
agreed-upon date and at a price reflecting a market rate of interest unrelated
to the coupon rate or maturity of the purchased securities. A Portfolio
maintains custody of the underlying securities prior to their repurchase; thus,
the obligation of the bank or dealer to pay the repurchase price on the date
agreed to or upon demand is, in effect, secured by such securities. If the value
of such securities is less than the repurchase price, plus any agreed-upon
additional amount, the other party must provide additional collateral so that at
all times the collateral is at least equal to the repurchase price, plus any
agreed-upon additional amount. The difference between the total amount to be
received upon repurchase of the securities and the price that was paid by a
Portfolio upon their acquisition is accrued as interest and included in the
Portfolio's net investment income. Repurchase agreements carry certain risks not
associated with direct investments in securities, including possible declines in
the market value of the underlying securities and delays and costs to a
Portfolio if the other party to a repurchase agreement becomes bankrupt.
 
    Each Portfolio intends to enter into repurchase agreements only with banks
and dealers in transactions believed by Mitchell Hutchins to present minimal
credit risks in accordance with guidelines established by the Trust's board of
trustees. Mitchell Hutchins will review and monitor the creditworthiness of
those institutions under the board's general supervision.
 
   
    REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. Each of PACE GOVERNMENT
SECURITIES FIXED INCOME INVESTMENTS and PACE STRATEGIC FIXED INCOME INVESTMENTS
may enter into reverse repurchase agreements and dollar rolls with banks and
securities dealers up to an aggregate value of not more than 5% of its total
assets. These agreements involve the sale of securities held by a Portfolio
subject to the Portfolio's agreement to repurchase the securities at an
agreed-upon date or upon demand and at a price reflecting a market rate of
interest. These agreements are considered to be borrowings and may be entered
into only for extraordinary or emergency purposes or arbitrage transactions.
While a reverse repurchase agreement is outstanding, a Portfolio will maintain
with its custodian in a segregated account, cash or liquid securities, marked to
market daily, in an amount at least equal to the Portfolio's obligations under
the reverse repurchase agreement.
    
 
   
    LENDING OF PORTFOLIO SECURITIES. Each Portfolio may lend its securities to
qualified broker-dealers or institutional investors in an amount up to 33 1/3%
of its total assets (including the loan collateral) taken at market value.
Lending securities enables a Portfolio to earn additional income but could
result in a loss or delay in recovering the Portfolio's securities. The borrower
must maintain with the Portfolio's custodian collateral in the form of cash,
liquid securities or irrevocable letters of credit that meet certain guidelines
established by Mitchell Hutchins in an amount at least equal to the market value
of the securities loaned, plus accrued interest
    
 
                                       5
<PAGE>
and dividends, determined on a daily basis and adjusted accordingly. In
determining whether to lend securities to a particular broker-dealer or
institutional investor, Mitchell Hutchins will consider, and during the period
of the loan will monitor, all relevant facts and circumstances, including the
creditworthiness of the borrower. Each Portfolio will retain authority to
terminate any loans at any time. A Portfolio may pay reasonable fees in
connection with a loan and may pay a negotiated portion of the interest earned
on the cash or money market instruments held as collateral to the borrower or
placing broker. A Portfolio will receive reasonable interest on the loan or a
flat fee from the borrower and amounts equivalent to any dividends, interest or
other distributions on the securities loaned. A Portfolio will regain record
ownership of loaned securities to exercise beneficial rights, such as voting and
subscription rights and rights to dividends, interest or other distributions,
when retaining such rights is considered to be in the Portfolio's interest.
 
   
    Pursuant to procedures adopted by the Trust's board of trustees governing
each Portfolio's securities lending program, the board has approved retention of
PaineWebber to serve as lending agent for the Portfolios. The board also has
authorized each Portfolio to pay fees (including fees calculated as a percentage
of invested cash collateral) to PaineWebber for these services. The board
periodically reviews all portfolio securities loan transactions for which
PaineWebber acted as lending agent. For the fiscal year ended July 31, 1998,
PaineWebber, acting as the Portfolios' lending agent, received compensation from
the Portfolios as follows:
    
 
   
<TABLE>
<CAPTION>
PORTFOLIO                                                                                             COMPENSATION
- ---------------------------------------------------------------------------------------------------  ---------------
<S>                                                                                                  <C>
PACE Intermediate 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.............................................     $
</TABLE>
    
 
    ILLIQUID SECURITIES. PACE GLOBAL FIXED INCOME INVESTMENTS, PACE SMALL/MEDIUM
COMPANY VALUE EQUITY INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and PACE
INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS may each invest up to 15% of
its net assets in illiquid securities. 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 LARGE COMPANY VALUE EQUITY INVESTMENTS, PACE LARGE
COMPANY GROWTH EQUITY INVESTMENTS and PACE SMALL/MEDIUM COMPANY GROWTH EQUITY
INVESTMENTS may each invest up to 10% of its net assets in illiquid securities.
The term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which a Portfolio has valued the securities and
includes, among other things, purchased over-the-counter ("OTC") options,
repurchase agreements maturing in more than seven days, non-marketable or
interest-bearing time deposits and restricted securities other than those the
Adviser has determined are liquid pursuant to guidelines established by the
Trust's board of trustees. Interest-only ("IO") and principal-only ("PO")
mortgage-backed securities are considered illiquid except that the Adviser may
determine that IO and PO classes of fixed-rate mortgage-backed securities issued
by the U.S. government or one of its agencies or instrumentalities are liquid
pursuant to guidelines established by the Trust's board of trustees. The assets
used as cover for OTC options written by a Portfolio will be considered illiquid
unless the OTC options are sold to qualified dealers who agree that the
Portfolio may repurchase any OTC option it writes at a maximum price to be
calculated by
 
                                       6
<PAGE>
   
a formula set forth in the option agreement. The cover for an OTC option written
subject to this procedure would be considered illiquid only to the extent that
the maximum repurchase price under the formula exceeds the intrinsic value of
the option. Illiquid restricted securities may be sold only in privately
negotiated transactions or in public offerings with respect to which a
registration statement is in effect under the Securities Act of 1933, as amended
("1933 Act"). Where registration is required, a Portfolio may be obligated to
pay all or part of the registration expenses and a considerable period may
elapse between the time of the decision to sell and the time the Portfolio may
be permitted to sell a security under an effective registration statement. If,
during such a period, adverse market conditions were to develop, the Portfolio
might obtain a less favorable price than prevailed when it decided to sell.
    
 
    Commercial paper issues in which PACE MONEY MARKET INVESTMENTS may invest
include securities issued by major corporations without registration under the
1933 Act in reliance on the exemption from such registration afforded by Section
3(a)(3) thereof and commercial paper issued in reliance on the so-called
"private placement" exemption from registration which is afforded by Section
4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is restricted as
to disposition under the federal securities laws in that resale must similarly
be made in an exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity.
 
    Not all restricted securities are illiquid. In recent years a large
institutional market has developed for certain securities that are not
registered under the 1933 Act, including private placements, repurchase
agreements, commercial paper, foreign securities and corporate bonds and notes.
These instruments are often restricted securities because the securities are
sold in transactions not requiring registration. Institutional investors
generally will not seek to sell these instruments to the general public, but
instead will often depend either on an efficient institutional market in which
such unregistered securities can be readily resold or on an issuer's ability to
honor a demand for repayment. Therefore, the fact that there are contractual or
legal restrictions on resale to the general public or certain institutions is
not dispositive of the liquidity of such investments.
 
    Rule 144A under the 1933 Act established a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders. Such markets might
include automated systems for the trading, clearance and settlement of
unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc.
("NASD"). An insufficient number of qualified buyers interested in purchasing
certain restricted securities held by a Portfolio, however, could affect
adversely the marketability of such securities, and a Portfolio might be unable
to dispose of such securities promptly or at favorable prices.
 
    The board of trustees has delegated the function of making day-to-day
determinations of liquidity to the appropriate Adviser or Mitchell Hutchins,
pursuant to guidelines approved by the board. The Adviser or Mitchell Hutchins,
as applicable, takes into account a number of factors in reaching liquidity
decisions, including (1) the frequency of trades for the security, (2) the
number of dealers that make quotes for the security, (3) the number of dealers
that have undertaken to make a market in the security, (4) the number of other
potential purchasers and (5) the nature of the security and how trading is
effected (e.g., the time needed to sell the security, how offers are solicited
and the mechanics of transfer). Each Portfolio's Adviser or Mitchell Hutchins,
as applicable, will monitor the liquidity of restricted securities in each
Portfolio's portfolio and report periodically on such decisions to the board of
trustees.
 
                                       7
<PAGE>
    In making determinations as to the liquidity of municipal lease obligations
purchased by PACE MUNICIPAL FIXED INCOME INVESTMENTS, the Adviser distinguishes
between direct investments in municipal lease obligations (or participations
therein) and investments in securities that may be supported by municipal lease
obligations or certificates of participation therein. Since these municipal
lease obligation-backed securities are based on a well-established means of
securitization, the Adviser does not believe that investing in such securities
presents the same liquidity issues as direct investments in municipal lease
obligations.
 
SPECIAL CHARACTERISTICS OF FOREIGN AND EMERGING MARKET SECURITIES
 
    FOREIGN AND EMERGING MARKET SECURITIES. Many of the foreign and emerging
market securities held by PACE MONEY MARKET INVESTMENTS, PACE INTERMEDIATE FIXED
INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED
INCOME INVESTMENTS, PACE LARGE COMPANY VALUE EQUITY INVESTMENTS, PACE LARGE
COMPANY GROWTH EQUITY INVESTMENTS, PACE SMALL/MEDIUM COMPANY GROWTH EQUITY
INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL
EMERGING MARKETS EQUITY INVESTMENTS will not be registered with the Securities
and Exchange Commission ("SEC"), nor will the issuers thereof be subject to SEC
reporting requirements. Accordingly, there may be less publicly available
information concerning foreign issuers of securities held by these Portfolios
than is available concerning U.S. companies. Disclosure and regulatory standards
in many respects are less stringent in emerging market countries than in the
U.S. and other major markets. There also may be a lower level of monitoring and
regulation of emerging markets and the activities of investors in such markets,
and enforcement of existing regulations may be extremely limited. Foreign
companies, and in particular, companies in smaller and emerging capital markets
are not generally subject to uniform accounting, auditing and financial
reporting standards or to other regulatory requirements comparable to those
applicable to U.S. companies. Each Portfolio's net investment income and capital
gains from its foreign investment activities may be subject to non-U.S.
withholding taxes.
 
    To the extent that these nine Portfolios invest in foreign securities, the
costs attributable to foreign investing that they must bear frequently are
higher than those attributable to domestic investing; this is particularly true
with respect to emerging capital markets. For example, the cost of maintaining
custody of foreign securities exceeds custodian costs for domestic securities,
and transaction and settlement costs of foreign investing also frequently are
higher than those attributable to domestic investing. Costs associated with the
exchange of currencies also make foreign investing more expensive than domestic
investing. Investment income on certain foreign securities in which the
Portfolios may invest may be subject to foreign withholding or other government
taxes that could reduce the return of these securities. Tax treaties between the
United States and foreign countries, however, may reduce or eliminate the amount
of foreign tax to which the Portfolios would be subject.
 
    Foreign markets also have different clearance and settlement procedures, and
in certain markets there have been times when settlements have failed to keep
pace with the volume of securities transactions, making it difficult to conduct
such transactions. Delays in settlement could result in temporary periods when
assets of the Portfolio are uninvested and no return is earned thereon. The
inability of the Portfolio to make intended security purchases due to settlement
problems could cause the Portfolio to miss attractive investment opportunities.
Inability to dispose of a portfolio security due to settlement problems could
result either in losses to the Portfolio due to subsequent declines in the value
of such portfolio security or, if the Portfolio has entered into a contract to
sell the security, could result in possible liability to the purchaser.
 
                                       8
<PAGE>
    SOVEREIGN DEBT. Investment by PACE MONEY MARKET INVESTMENTS, PACE
INTERMEDIATE FIXED INCOME INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS,
PACE GLOBAL FIXED INCOME INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and
PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS in debt securities issued
by foreign governments and their political subdivisions or agencies ("Sovereign
Debt") involves special risks. The issuer of the debt or the governmental
authorities that control the repayment of the debt may be unable or unwilling to
repay principal and/or interest when due in accordance with the terms of such
debt, and the Portfolio may have limited legal recourse in the event of default.
 
    Sovereign Debt differs from debt obligations issued by private entities in
that, generally, remedies for defaults must be pursued in the courts of the
defaulting party. Legal recourse is therefore somewhat diminished. Political
conditions, especially a sovereign entity's willingness to meet the terms of its
debt obligations, are of considerable significance. Also, there can be no
assurance that the holders of commercial bank debt issued by the same sovereign
entity may not contest payments to the holders of Sovereign Debt in the event of
default under commercial bank loan agreements.
 
    A sovereign debtor's willingness or ability to repay principal and interest
due in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
principal international lenders and the political constraints to which a
sovereign debtor may be subject. Increased protectionism on the part of a
country's trading partners, or political changes in those countries, could also
adversely affect its exports. These events could diminish a country's trade
account surplus, if any, or the credit standing of a particular local government
or agency. Another factor bearing on the ability of a country to repay Sovereign
Debt is the level of the country's international reserves. Fluctuations in the
level of these reserves can affect the amount of foreign exchange readily
available for external debt payments and, thus, could have a bearing on the
capacity of the country to make payments on its Sovereign Debt.
 
    To the extent that a country has a current account deficit (generally when
exports of merchandise and services are less than the country's imports of
merchandise and services plus net transfers (e.g., gifts of currency and goods)
to foreigners), it will need to depend on loans from foreign governments,
multilateral organizations or private commercial banks, aid payments from
foreign governments and inflows of foreign investment. The access of a country
to these forms of external funding may not be certain, and a withdrawal of
external funding could adversely affect the capacity of a government to make
payments on its obligations. In addition, the cost of servicing debt obligations
can be affected by a change in international interest rates since the majority
of these obligations carry interest rates that are adjusted periodically based
upon international rates.
 
    With respect to Sovereign Debt of emerging market issuers, investors should
be aware that certain emerging market countries are among the largest debtors to
commercial banks and foreign governments. At times certain emerging market
countries have declared moratoria on the payment of principal and interest on
external debt.
 
    Certain emerging market countries have experienced difficulty in servicing
their Sovereign Debt on a timely basis which led to defaults on certain
obligations and the restructuring of certain indebtedness. Restructuring
arrangements have included, among other things, reducing and rescheduling
interest and principal payments by negotiating new or amended credit agreements
or converting outstanding principal
 
                                       9
<PAGE>
and unpaid interest to Brady Bonds (discussed below), and obtaining new credit
to finance interest payments. Holders of Sovereign Debt, including PACE
STRATEGIC FIXED INCOME INVESTMENTS and PACE GLOBAL FIXED INCOME INVESTMENTS, may
be requested to participate in the rescheduling of such debt and to extend
further loans to sovereign debtors. The interests of holders of Sovereign Debt
could be adversely affected in the course of restructuring arrangements or by
certain other factors referred to below. Furthermore, some of the participants
in the secondary market for Sovereign Debt may also be directly involved in
negotiating the terms of these arrangements and may therefore have access to
information not available to other market participants. Obligations arising from
past restructuring agreements may affect the economic performance and political
and social stability of certain issuers of Sovereign Debt. There are no
bankruptcy proceedings by which Sovereign Debt on which a sovereign has
defaulted may be collected in whole or in part.
 
    Foreign investment in certain Sovereign Debt is restricted or controlled to
varying degrees. These restrictions or controls may at times limit or preclude
foreign investment in such Sovereign Debt and increase the costs and expenses of
the Portfolio. Certain countries in which the Portfolio will invest require
governmental approval prior to investments by foreign persons, limit the amount
of investment by foreign persons in a particular issuer, limit the investment by
foreign persons only to a specific class of securities of an issuer that may
have less advantageous rights than the classes available for purchase by
domiciliaries of the countries or impose additional taxes on foreign investors.
Certain issuers may require governmental approval for the repatriation of
investment income, capital or the proceeds of sales of securities by foreign
investors. In addition, if a deterioration occurs in a country's balance of
payments, the country could impose temporary restrictions on foreign capital
remittances. The Portfolio could be adversely affected by delays in, or a
refusal to grant, any required governmental approval for repatriation of
capital, as well as by the application to the Portfolio of any restrictions on
investment. Investing in local markets may require the Portfolio to adopt
special procedures, seek local government approvals or take other actions, each
of which may involve additional costs to the Portfolio.
 
    BRADY BONDS. PACE GLOBAL FIXED INCOME INVESTMENTS, PACE INTERNATIONAL EQUITY
INVESTMENTS and PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS may
invest in Brady Bonds and other Sovereign Debt of countries that have
restructured or are in the process of restructuring Sovereign Debt pursuant to
the Brady Plan, an initiative announced by former U.S. Treasury Secretary
Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their
outstanding external commercial bank indebtedness. In restructuring its external
debt under the Brady Plan framework, a debtor nation negotiates with its
existing bank lenders as well as multilateral institutions such as the
International Monetary Fund ("IMF"). The Brady Plan framework, as it has
developed, contemplates the exchange of commercial bank debt for newly issued
Brady Bonds. Brady Bonds may also be issued in respect of new money being
advanced by existing lenders in connection with the debt restructuring. The
International Bank for Reconstruction and Development (more commonly known as
the "World Bank") and the IMF support the restructuring by providing funds
pursuant to loan agreements or other arrangements which enable the debtor nation
to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a
discount.
 
    Investors should recognize that Brady Bonds have been issued only recently,
and accordingly do not have a long payment history. Agreements implemented under
the Brady Plan to date are designed to achieve debt and debt-service reduction
through specific options negotiated by a debtor nation with its creditors. As a
result, the financial packages offered by each country differ. The types of
options have included the exchange of outstanding commercial bank debt for bonds
issued at 100% of face value of such debt, which carry a below-market stated
rate of interest (generally known as par bonds), bonds issued at a discount from
 
                                       10
<PAGE>
the face value of such debt (generally known as discount bonds), bonds bearing
an interest rate which increases over time and bonds issued in exchange for the
advancement of new money by existing lenders. Regardless of the stated face
amount and stated interest rate of the various types of Brady Bonds, the
Portfolios will purchase Brady Bonds in secondary markets, as described below,
in which the price and yield to the investor reflect market conditions at the
time of purchase.
 
    Certain Brady Bonds have been collateralized as to principal due to maturity
by U.S. Treasury zero coupon bonds with maturities equal to the final maturity
of such Brady Bonds. Collateral purchases are financed by the IMF, the World
Bank and the debtor nations' reserves. In the event of a default with respect to
collateralized Brady Bonds as a result of which the payment obligations of the
issuer are accelerated, the U.S. Treasury zero coupon obligations held as
collateral for the payment of principal will not be distributed to investors,
nor will such obligations be sold and the proceeds distributed. The collateral
will be held by the collateral agent to the scheduled maturity of the defaulted
Brady Bonds, which will continue to be outstanding, at which time the face
amount of the collateral will equal the principal payments which would have then
been due on the Brady Bonds in the normal course. In addition, interest payments
on certain types of Brady Bonds may be collateralized by cash or high-grade
securities in amounts that typically represent between 12 and 18 months of
interest accruals on these instruments with the balance of the interest accruals
being uncollateralized. Brady Bonds are often viewed as having several valuation
components: (1) the collateralized repayment of principal, if any, at final
maturity, (2) the collateralized interest payments, if any, (3) the
uncollateralized interest payments and (4) any collateralized repayment of
principal at maturity (these uncollateralized amounts constitute the "residual
risk"). In light of the residual risk of Brady Bonds and, among other factors,
the history of defaults with respect to commercial bank loans by public and
private entities of countries issuing Brady Bonds, investments in Brady Bonds
are to be viewed as speculative. The Portfolios may purchase Brady Bonds with no
or limited collateralization, and will be relying for payment of interest and
(except in the case of principal collateralized Brady Bonds) repayment of
principal primarily on the willingness and ability of the foreign government to
make payment in accordance with the terms of the Brady Bonds. Brady Bonds issued
to date are purchased and sold in secondary markets through U.S. securities
dealers and other financial institutions and are generally maintained through
European transnational securities depositories.
 
    STRUCTURED FOREIGN INVESTMENTS. PACE STRATEGIC FIXED INCOME INVESTMENTS,
PACE GLOBAL FIXED INCOME INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and
PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS may each invest a portion
of its assets in interests in U.S. and foreign entities organized and operated
solely for the purpose of securitizing or restructuring the investment
characteristics of foreign securities. This type of securitization or
restructuring involves the deposit with or purchase by a U.S. or foreign entity,
such as a corporation or trust, or specified instruments (such as commercial
bank loans or Brady Bonds) and the issuance by the entity of one or more classes
of securities ("Structured Foreign Investments") backed by, or representing
interests in, the underlying instruments. The cash flow on the underlying
instruments may be apportioned among the newly issued Structured Foreign
Investments to create securities with different investment characteristics such
as varying maturities, payment priorities and interest rate provisions, and the
extent of the payments made with respect to Structured Foreign Investments is
dependent on the extent of the cash flow on the underlying instruments.
 
    The Structured Foreign Investments in which these Portfolios typically will
invest involve no credit enhancement. Accordingly, their credit risk generally
will be equivalent to that of the underlying instruments. The Portfolios are
permitted, however, to invest in classes of Structured Foreign Investments that
are
 
                                       11
<PAGE>
subordinated to the right of payment of another class. Subordinated Structured
Foreign Investments typically have higher yields and present greater risks than
unsubordinated Structured Foreign Investments. Structured Foreign Investments
are typically sold in private placement transactions, and there currently is no
active trading market for Structured Foreign Investments.
 
    FOREIGN CURRENCY TRANSACTIONS. Although PACE INTERMEDIATE FIXED INCOME
INVESTMENTS, PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME
INVESTMENTS, PACE LARGE COMPANY VALUE EQUITY INVESTMENTS, PACE LARGE COMPANY
GROWTH EQUITY INVESTMENTS, PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS,
PACE INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL EMERGING MARKETS
EQUITY INVESTMENTS value their assets daily in U.S. dollars, they do not intend
to convert their holdings of foreign currencies to U.S. dollars on a daily
basis. The Portfolio's foreign currencies may be held as "foreign currency call
accounts" at foreign branches of foreign or domestic banks. These accounts bear
interest at negotiated rates and are payable upon relatively short demand
periods. If a bank became insolvent, a Portfolio could suffer a loss of some or
all of the amounts deposited. Each of these Portfolios may convert foreign
currency to U.S. dollars from time to time. Although foreign exchange dealers
generally do not charge a stated commission or fee for conversion, the prices
posted generally include a "spread," which is the difference between the prices
at which the dealers are buying and selling foreign currencies.
 
    CONVERTIBLE SECURITIES. As described in the Prospectus, PACE STRATEGIC 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 may each invest in convertible securities. Before conversion,
convertible securities have characteristics similar to non-convertible debt
securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar
issuers. Convertible securities rank senior to common stock in a corporation's
capital structure but are usually subordinated to comparable non-convertible
securities. While no securities investment is without some risk, investments in
convertible securities generally entail less risk than the issuer's common
stock, although the extent to which such risk is reduced depends in large
measure upon the degree to which the convertible security sells above its value
as a Fixed Income Security. "Fixed Income Securities" include debt instruments
the interest payment on which may be fixed, variable or floating and also
include zero coupon securities which pay no interest until maturity.
 
    The value of a convertible security is a function of its "investment value"
(determined by its yield comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value and
generally the conversion decreases as the convertible security approaches
maturity. To the extent the market price of the underlying common stock
approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. In addition, a
convertible security generally will sell at a premium over its conversion value
determined by the extent to which investors place value on the right to acquire
the underlying common stock while holding a Fixed Income Security.
 
                                       12
<PAGE>
    A convertible security may be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by a Portfolio is called for
redemption, the Portfolio will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party.
 
    INVERSE FLOATERS. Inverse floaters are instruments whose interest rates bear
an inverse relationship to the interest rate on another security or the value of
an index. Changes in the interest rate on the other security or index inversely
affect the residual interest rate paid on the inverse floater, with the result
that the inverse floater's price will be considerably more volatile than that of
a fixed-rate bond.
 
    LOAN PARTICIPATIONS AND ASSIGNMENTS. Each Portfolio may invest up to 10% of
its total assets in secured or unsecured variable or floating rate loans
("Loans") arranged through private negotiations between a borrowing corporation
and one or more banks ("Lenders"). A Portfolio's investments in Loans will be
primarily in the form of participations ("Participations") in Loans, although a
Portfolio may acquire assignments ("Assignments") of portions of Loans from
third parties. Participations typically will result in a Portfolio receiving
payments of principal, interest and any fees to which it is entitled from the
Lender selling the Participations and relying upon the Lender to collect those
payments from the borrower. In connection with purchasing Participations, a
Portfolio generally has no direct right to enforce compliance by the borrower
with the terms of the loan agreement relating to the Loan, and the Portfolio may
not directly benefit from any collateral supporting the Loan in which it has
purchased the Participation. As a result, a Portfolio may assume the credit risk
of both the borrower and the Lender that is selling the Participation. In the
event of the insolvency of the Lender selling a Participation, a Portfolio may
be treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower or receive the full benefit of any
collateral. A Portfolio will acquire Participations only if both the borrower
and the Lender are interpositioned between the Portfolio and the borrower meets
the Portfolio's credit standards.
 
    When the Portfolio purchases Assignments from Lenders, it acquires direct
rights against the borrower on the Loan. Under an Assignment, a Portfolio
generally will be able to collect payments and enforce remedies directly from or
against the borrower. Conversely, however, a Portfolio may not have the benefit
of the services of a lead or agent bank to administer the Loan on the
Portfolio's behalf.
 
    Assignments and Participations are generally not registered under the 1933
Act and thus are usually subject to the Portfolios' limitations on investments
in illiquid securities. Because there is no liquid market for such securities,
the Portfolios anticipate that such securities could be sold only to a limited
number of institutional investors. The lack of a liquid secondary market will
have an adverse impact on the value of such securities and on the Portfolio's
ability to dispose of particular Assignments or Participations when necessary to
meet the Portfolio's liquidity needs or in response to a specific economic
event, such as a deterioration in the creditworthiness of the borrower. Under
normal circumstances, the bank issuing the Participation will be considered the
issuer for purposes of concentration and diversification.
 
    WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. A security purchased on a
when-issued or delayed delivery basis is recorded as an asset on the commitment
date and is subject to changes in market value, generally based upon changes in
the level of interest rates. Thus, fluctuation in the value of the security from
the time of the commitment date will affect the Portfolio's net asset value.
When the Portfolio commits to purchase securities on a when-issued or delayed
delivery basis, its custodian will set aside in a segregated account cash or
liquid securities with a market value equal to the amount of the commitment. If
necessary, additional assets will be placed in the account daily so that the
value of the account will equal or exceed the
 
                                       13
<PAGE>
amount of the Portfolio's purchase commitment. The Portfolio purchases
when-issued securities only with the intention of taking delivery, but may sell
the right to acquire the security prior to delivery if the Adviser or Mitchell
Hutchins, as the case may be, deems it advantageous to do so, which may result
in capital gain or loss to a Portfolio.
 
LEVERAGE
 
Each Portfolio may borrow up to 33 1/3% of its total assets and may borrow in
excess of its 33 1/3% limitation for extraordinary or emergency purposes, but
not in excess of an additional 5% of its total assets. Borrowing constitutes
leverage, a speculative technique. A Portfolio will only use leverage when its
Adviser believes that such leverage will benefit the Portfolio after taking
leverage risks into consideration.
 
    The net asset value of a Portfolio and its yield may be more volatile due to
the Portfolio's use of leverage. Leverage also creates interest expenses for a
Portfolio, which will reduce its net income. To the extent the income derived
from securities purchased with funds obtained through leverage exceeds the
interest and other expenses that a Portfolio will have to pay in connection with
such leverage, the Portfolio's net income will be greater than if leverage were
not used. Conversely, if the income from the assets obtained through leverage is
not sufficient to cover the cost of leverage, the net income of a Portfolio will
be less than if leverage were not used, and therefore the amount available for
distribution to stockholders will be reduced.
 
TYPES OF MUNICIPAL SECURITIES
 
The types of municipal securities identified in the Prospectus as eligible for
purchase by PACE MUNICIPAL FIXED INCOME INVESTMENTS may include obligations of
issuers whose revenues are primarily derived from mortgage loans on housing
projects for moderate to low income families. The Portfolio also may purchase
mortgage subsidy bonds that are normally issued by special purpose public
authorities. In some cases the repayment of such bonds depends upon annual
legislative appropriations; in other cases repayment is a legal obligation of
the issuer and, if the issuer is unable to meet its obligations, repayment
becomes a moral commitment of a related government unit (subject, however, to
such appropriations).
 
    STAND-BY COMMITMENTS. The Portfolio may acquire stand-by commitments
pursuant to which a bank or other municipal bond dealer agrees to purchase
securities that are held in the Portfolio's portfolio or that are being
purchased by the Portfolio, at a price equal to (1) the acquisition cost
(excluding any accrued interest paid on acquisition), less any amortized market
premium or plus any accrued market or original issue discount, plus (2) all
interest accrued on the securities since the last interest payment date or the
date the securities were purchased by the Portfolio, whichever is later.
Although the Portfolio does not currently intend to acquire stand-by commitments
with respect to municipal securities held in their portfolios, the Portfolio may
acquire such commitments under unusual market conditions to facilitate portfolio
liquidity.
 
    The Portfolio will enter into stand-by commitments only with those banks or
other dealers that, in the opinion of the Portfolio's Adviser, present minimal
credit risk. The Portfolio's right to exercise stand-by commitments would be
unconditional and unqualified. A stand-by commitment would not be transferable
by the Portfolio, although it could sell the underlying securities to a third
party at any time. The Portfolio may pay for stand-by commitments either
separately in cash or by paying a higher price for the securities that are
acquired subject to such a commitment (thus reducing the yield to maturity
otherwise available for the same securities). The acquisition of a stand-by
commitment would not ordinarily affect the valuation or maturity of the
underlying municipal securities. Stand-by commitments acquired by the Portfolio
would be valued at zero
 
                                       14
<PAGE>
in determining net asset value. Whether the Portfolio paid directly or
indirectly for a stand-by commitment, its cost would be treated as unrealized
depreciation and would be amortized over the period the commitment is held by
the Portfolio.
 
    PUT BONDS. The Portfolio may invest in put bonds that have a fixed rate of
interest and a final maturity beyond the date on which the put may be exercised.
If the put is a "one time only" put, the Portfolio ordinarily will either sell
the bond or put the bond, depending upon the more favorable price. If the bond
has a series of puts after the first put, the bond will be held as long as, in
the judgment of the Portfolio's Adviser, it is in the best interest of the
Portfolio to do so. There is no assurance that the issuer of a put bond acquired
by the Portfolio will be able to repurchase the bond upon the exercise date, if
the Portfolio chooses to exercise its right to put the bond back to the issuer.
 
    MUNICIPAL LEASE OBLIGATIONS. Although municipal lease obligations do not
constitute general obligations of the municipality for which its taxing power is
pledged, they ordinarily are backed by its covenant to budget for, appropriate,
and make the payments due under the lease obligation. The leases underlying
certain municipal lease obligations, however, provide that lease payments are
subject to partial or full abatement if, because of material damage or
destruction of the leased property, there is substantial interference with the
lessee's use or occupancy of such property. This "abatement risk" may be reduced
by the existence of insurance covering the leased property, the maintenance by
the lessee of reverse funds or the provision of credit enhancements such as
letters of credit.
 
    Certain municipal lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose on a yearly basis. In the case of a "non-appropriation" lease, a
Portfolio's ability to recover under the lease in the event of a
non-appropriation or default will be limited solely to the repossession of
leased property without recourse to the general credit of the lessee, and
disposition of the property in the event of foreclosure might prove difficult.
The Portfolio does not intend to invest a significant portion of its assets in
such "non-appropriation" municipal lease obligations. There is no limitation on
the Portfolio's ability to invest in other municipal lease obligations.
 
    PARTICIPATION INTERESTS. The Portfolio also may invest in participation
interests in municipal bonds, including industrial development bonds ("IDBs"),
private activity bonds ("PABs") and floating and variable rate securities. A
participation interest gives the Portfolio an undivided interest in a municipal
bond owned by a bank. The Portfolio has the right to sell the instrument back to
the bank. Such right generally is backed by the bank's irrevocable letter of
credit or guarantee and permits the Portfolio to draw on the letter of credit on
demand, after specified notice, for all or any part of the principal amount of
the Portfolio's participation interest plus accrued interest. Generally, the
Portfolio intends to exercise the demand under the letters of credit or other
guarantees only (1) upon a default under the terms of the underlying bond, (2)
to maintain the Portfolio's portfolio in accordance with its investment
objective and policies, or (3) as needed to provide liquidity to the Portfolio
in order to meet redemption requests. The ability of a bank to fulfill its
obligations under a letter of credit or guarantee might be affected by possible
financial difficulties of its borrowers, adverse interest rate or economic
conditions, regulatory limitations, or other factors. The Portfolio's Adviser
will monitor the pricing, quality, and liquidity of the participation interests
held by the Portfolio, and the credit standing of banks issuing letters of
credit or guarantees supporting such participation interests, on the basis of
published financial information reports of NRSROs and bank analytical services.
 
                                       15
<PAGE>
    FLOATING RATE AND VARIABLE RATE MUNICIPAL SECURITIES. As noted in the
Prospectus, the Portfolio may invest in floating rate and variable rate
municipal securities with or without demand features. A demand feature gives the
Portfolio the right to sell the securities back to a specified party, usually a
remarketing agent, on a specified date. A demand feature is often backed by a
letter of credit or guarantee from a bank. As discussed under "Participation
Interests," to the extent that payment of an obligation is backed by a bank's
letter of credit or guarantee, such payment may be subject to the bank's ability
to satisfy that commitment. The interest rate on floating rate or variable rate
securities ordinarily is readjusted on the basis of the prime rate of the bank
that originated the financing or some other index or published rate, such as the
90-day U.S. Treasury Bill rate. Generally, these interest rate adjustments cause
the market value of floating rate and variable rate municipal securities to
fluctuate less than the market value of fixed-rate obligations. Accordingly, as
interest rates decrease or increase, the potential for capital appreciation or
capital depreciation is less than for fixed-rate obligations.
 
                         HEDGING AND RELATED STRATEGIES
 
    As discussed in the Prospectus, each Portfolio (except PACE MONEY MARKET
INVESTMENTS, PACE MUNICIPAL FIXED INCOME INVESTMENTS, PACE SMALL/MEDIUM COMPANY
VALUE EQUITY INVESTMENTS and PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS) may
use a variety of financial instruments ("Instruments"), which may include
certain options, futures contracts (sometimes referred to as "futures"), options
on futures contracts, forward currency contracts and interest rate protection
transactions, to attempt to hedge the portfolio of the Portfolio and to attempt
to enhance the Portfolio's income or return. The particular Instruments are
described in Appendix A to the Prospectus.
 
    Hedging strategies can be broadly categorized as "short hedges" and "long
hedges." A short hedge is a purchase or sale of an Instrument intended partially
or fully to offset potential declines in the value of one or more investments
held in a Portfolio's portfolio. Thus, in a short hedge a Portfolio takes a
position in an Instrument whose price is expected to move in the opposite
direction of the price of the investment being hedged. For example, a Portfolio
might purchase a put option on a security to hedge against a potential decline
in the value of that security. If the price of the security declined below the
exercise price of the put, the Portfolio could exercise the put and thus limit
its loss below the exercise price to the premium paid plus transaction costs. In
the alternative, because the value of the put option can be expected to increase
as the value of the underlying security declines, the Portfolio might be able to
close out the put option and realize a gain to offset the decline in the value
of the security.
 
    Conversely, a long hedge is a purchase or sale of an Instrument intended
partially or fully to offset potential increases in the acquisition cost of one
or more investments that a Portfolio intends to acquire. Thus, in a long hedge a
Portfolio takes a position in an Instrument whose price is expected to move in
the same direction as the price of the prospective investment being hedged. For
example, a Portfolio might purchase a call option on a security it intends to
purchase in order to hedge against an increase in the cost of the security. If
the price of the security increased above the exercise price of the call, the
Portfolio could exercise the call and thus limit its acquisition cost to the
exercise price plus the premium paid and transaction costs. Alternatively, the
Portfolio might be able to offset the price increase by closing out an
appreciated call option and realizing a gain.
 
    Instruments on securities generally are used to hedge against price
movements in one or more particular securities positions that a Portfolio owns
or intends to acquire. Instruments on indices of equity or
 
                                       16
<PAGE>
debt securities, in contrast, generally are used to hedge against price
movements in broad equity or debt market sectors in which the Portfolio has
invested or expects to invest. Instruments on debt securities may be used to
hedge either individual securities or broad fixed income market sectors.
 
    The use of Instruments is subject to applicable regulations of the SEC, the
several options and futures exchanges upon which they are traded, the Commodity
Futures Trading Commission ("CFTC") and various state regulatory authorities. In
addition, a Portfolio's ability to use Instruments will be limited by tax
considerations. See "Taxes."
 
    In addition to the products, strategies and risks described below and in the
Prospectus, the Advisers expect to discover additional opportunities in
connection with options, futures contracts, forward currency contracts and other
techniques. These new opportunities may become available as an Adviser develops
new techniques, as regulatory authorities broaden the range of permitted
transactions and as new options, futures contracts, forward currency contracts
or other techniques are developed. An Adviser may utilize these opportunities to
the extent that they are consistent with the Portfolio's investment objective
and permitted by the Portfolio's investment limitations and applicable
regulatory authorities. The Prospectus or SAI will be supplemented to the extent
that new products or techniques involve materially different risks than those
described below or in the Prospectus.
 
    SPECIAL RISKS OF THESE STRATEGIES. The use of these Instruments involves
special considerations and risks, as described below. Risks pertaining to
particular Instruments are described in the sections that follow.
 
    (1) Successful use of most Instruments depends upon the Adviser's ability to
predict movements of the overall securities, currency and interest rate markets,
which require different skills than predicting changes in the prices of
individual securities. While each Adviser is experienced in the use of
Instruments, there can be no assurance that any particular strategy adopted will
succeed.
 
    (2) There might be imperfect correlation, or even no correlation, between
price movements of an Instrument and price movements of the investments being
hedged. For example, if the value of an Instrument used in a short hedge
increased by less than the decline in value of the hedged investment, the hedge
would not be fully successful. Such a lack of correlation might occur due to
factors unrelated to the value of the investments being hedged, such as
speculative or other pressures on the markets in which Instruments are traded.
The effectiveness of hedges using Instruments on indices will depend on the
degree of correlation between price movements in the index and price movements
in the securities being hedged.
 
    (3) Hedging strategies, if successful, can reduce risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments. For example, if a Portfolio entered in a
short hedge because the Adviser projected a decline in the price of a security
in the Portfolio's portfolio, and the price of that security increased instead,
the gain from that increase might be wholly or partially offset by a decline in
the price of the Instrument. Moreover, if the price of the Instrument declined
by more than the increase in the price of the security, the Portfolio could
suffer a loss. In either such case, the Portfolio would have been in a better
position had it not hedged at all.
 
    (4) As described below, a Portfolio might be required to maintain assets as
"cover," maintain segregated accounts or make margin payments when it takes
positions in Instruments involving obligations to third parties (i.e.,
Instruments other than purchased options). If a Portfolio were unable to close
out its positions in such Instruments, it might be required to continue to
maintain such assets or accounts or make such
 
                                       17
<PAGE>
payments until the position expired or matured. These requirements might impair
a Portfolio's ability to sell a portfolio security or make an investment at a
time when it would otherwise be favorable to do so, or require that a Portfolio
sell a portfolio security at a disadvantageous time. A Portfolio's ability to
close out a position in an Instrument prior to expiration or maturity depends on
the existence of a liquid secondary market or, in the absence of such a market,
the ability and willingness of the other party to the transaction ("contra
party") to enter into a transaction closing out the position. Therefore, there
is no assurance that any position can be closed out at a time and price that is
favorable to the Portfolio.
 
    COVER FOR THESE STRATEGIES. Transactions using Instruments, other than
purchased options, expose a Portfolio to an obligation to another party. A
Portfolio will not enter into any such transactions unless it owns either (1) an
offsetting (covered) position in securities, currencies or other options,
futures contracts or forward contracts, or (2) cash or liquid securities, with a
value sufficient at all times to cover its potential obligations to the extent
not covered as provided in (1) above. Each Portfolio will comply with SEC
guidelines regarding cover for these Instruments and will, if the guidelines so
require, set aside cash or liquid securities in a segregated account with its
custodian in the prescribed amount as determined daily on a mark-to-market
basis.
 
    Assets used as cover or held in a segregated account cannot be sold while
the position in the corresponding Instrument is open, unless they are replaced
with other appropriate assets. As a result, the commitment of a large portion of
a Portfolio's assets to cover or segregated accounts could impede portfolio
management or the Portfolio's ability to meet redemption requests or other
current obligations.
 
    OPTIONS. The Portfolios may purchase put and call options, and write (sell)
and purchase call options on debt and equity securities, foreign currencies and
indices of debt or equity securities. The purchase of call options serves as a
long hedge, and the purchase of put options serves as a short hedge. Writing
covered put or call options can enable a Portfolio to enhance income by reason
of the premiums paid by the purchasers of such options. However, if the market
price of the security underlying a put option declines to less than the exercise
price on the option, minus the premium received, the Portfolio would expect to
suffer a loss. Writing call options serves as a limited short hedge, because
declines in the value of the hedged investment would be offset to the extent of
the premium received for writing the option. However, if the security
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Portfolio will be
obligated to sell the security at less than its market value. If the call option
is an OTC option, the securities or other assets used as cover would be
considered illiquid to the extent described under "Investment Policies and
Restrictions--Illiquid Securities."
 
    The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options that expire unexercised have
no value.
 
    A Portfolio may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, a Portfolio may
terminate its obligation under a call or put option that it had written by
purchasing an identical call or put option; this is known as a closing purchase
transaction. Conversely, a Portfolio may terminate a position in a put or call
option it had purchased by writing an identical put or call option; this is
known as a closing sale transaction. Closing transactions permit a Portfolio to
realize profits or limit losses on an option position prior to its exercise or
expiration.
 
                                       18
<PAGE>
    The Portfolios may purchase or write both exchange-traded and OTC options.
Currently, many options on equity securities are exchange-traded. Exchange
markets for options on debt securities and foreign currencies exist, but these
instruments are primarily traded on the OTC market. Exchange-traded options in
the United States are issued by a clearing organization affiliated with the
exchange on which the option is listed that, in effect, guarantees completion of
every exchange-traded option transaction. In contrast, OTC options are contracts
between a Portfolio and its contra party (usually a securities dealer or a bank)
with no clearing organization guarantee. Thus, when a Portfolio purchases or
writes an OTC option, it relies on the party from whom it purchased the option
or to whom it has written the option to make or take delivery of the underlying
investment upon exercise of the option. In the case of purchased options,
failure by the contra party to do so would result in the loss of any premium
paid by the Portfolio as well as the loss of any expected benefit of the
transaction.
 
    Generally, the OTC debt and foreign currency options used by the Portfolios
are European-style options. This means that the option is only exercisable
immediately prior to its expiration. This is in contrast to American-style
options, which are exercisable at any time prior to the expiration date of the
option.
 
    A Portfolio's ability to establish and close out positions in
exchange-traded options depends on the existence of a liquid market. Each
Portfolio intends to purchase or write only those exchange-traded options for
which there appears to be a liquid secondary market. However, there can be no
assurance that such a market will exist at any particular time. Closing
transactions can be made for OTC options only by negotiating directly with the
contra party, or by a transaction in the secondary market if any such market
exists. Although a Portfolio will enter into OTC options only with contra
parties that are expected to be capable of entering into closing transactions
with the Portfolio, there is no assurance that the Portfolio will be able to
close out an OTC option position at a favorable price prior to expiration. In
the event of insolvency of the contra party, the Portfolio might be unable to
close out an OTC position at any time prior to its expiration.
 
    If the Portfolio were unable to effect a closing transaction for an option
it had purchased, it would have to exercise the option to realize any profit.
The inability to enter into a closing purchase transaction for a call option
written by a Portfolio could cause material losses because the Portfolio would
be unable to sell the investment used as cover for the written option until the
option expires or is exercised.
 
    GUIDELINES FOR OPTIONS. Each Portfolio's use of options is governed by the
following guidelines, which can be changed by the Trust's board of trustees
without shareholder vote:
 
    (1) A Portfolio may purchase a put or call option, including any straddles
or spreads, only if the value of its premium, when aggregated with the premiums
on all other options held by the Portfolio, does not exceed 5% of the
Portfolio's total assets.
 
    (2) The aggregate value of securities underlying put options written by a
Portfolio, determined as of the date the put options are written, will not
exceed 50% of the Portfolio's net assets.
 
    (3) The aggregate premiums paid on all options (including options on
securities, foreign currencies and stock or bond indices and options on futures
contracts) purchased by the Portfolio that are held at any time will not exceed
20% of the Portfolio's total net assets.
 
    FUTURES. The purchase of futures or call options thereon can serve as long
hedge, and the sale of futures or the purchase of put options thereon can serve
as a short hedge. Writing call options on futures contracts can serve as a
limited short hedge, using a strategy similar to that used for writing call
options on securities or indices. Similarly, writing put options on futures
contracts can serve as a limited long hedge.
 
                                       19
<PAGE>
    Futures strategies also can be used to manage the average duration of a
Portfolio's portfolio. If its Adviser wishes to shorten the average duration of
a Portfolio, the Portfolio may sell a futures contract or a call option thereon,
or purchase a put option on that futures contract. If its Adviser wishes to
lengthen the average duration of a Portfolio, the Portfolio may buy a futures
contract or a call option thereon, or sell a put option thereon.
 
    PACE GLOBAL FIXED INCOME INVESTMENTS may also write put options on foreign
currency futures contracts while at the same time purchasing call options on the
same futures contracts in order synthetically to create a long futures contract
position. Such options would have the same strike prices and expiration dates.
The Portfolio will engage in this strategy only when it is more advantageous to
the Portfolio than is purchasing the futures contract.
 
    No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract a Portfolio is required to deposit in a
segregated account with its custodian, in the name of the futures commission
merchant ("FCM") through whom the transaction was effected, "initial margin"
consisting of cash obligations of the United States or obligations that are
fully guaranteed as to principal and interest by the United States, in an amount
generally equal to 10% or less of the contract value. Margin must also be
deposited when writing an option on a futures contract, in accordance with
applicable exchange rules. Unlike margin in securities transactions, initial
margin on futures contracts does not represent a borrowing, but rather is in the
nature of a performance bond or good-faith deposit that is returned to the
Portfolio at the termination of the transaction if all contractual obligations
have been satisfied. Under certain circumstances, such as periods of high
volatility, a Portfolio may be required by an exchange to increase the level of
its initial margin payment, and initial margin requirements might be increased
generally in the future by regulatory action.
 
    Subsequent "variation margin" payments are made to and from the FCM daily as
the value of the futures position varies, a process known as "marking to
market." Variation margin does not involve borrowing, but represents a daily
settlement of a Portfolio's obligations to or from a FCM. When a Portfolio
purchases an option on a futures contract, the premium paid plus transaction
costs is all that is at risk. In contrast, when a Portfolio purchases or sells a
futures contract or writes an option thereon, it is subject to daily variation
margin calls that could be substantial in the event of adverse price movements.
If the Portfolio has insufficient cash to meet daily variation margin
requirements, it might need to sell securities at a time when such sales are
disadvantageous.
 
    Purchasers and sellers of futures contracts and options on futures can enter
into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, a futures contract or option
identical to the instrument purchased or sold. Positions in futures and options
on futures may be closed only on an exchange or board of trade that provides a
secondary market. Each Portfolio intends to enter into these transactions only
on exchanges or boards of trade where there appears to be a liquid secondary
market. However, there can be no assurance that such a market will exist for a
particular contract at a particular time.
 
    Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a future or option can vary from the previous day's
settlement price; once that limit is reached, no trades may be made that day at
a price beyond the limit. Daily price limits do not limit potential losses
because prices could move to the daily limit for several consecutive days with
little or no trading, thereby preventing liquidation of unfavorable positions.
 
                                       20
<PAGE>
    If a Portfolio were unable to liquidate a futures or related options
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Portfolio would continue to
be subject to market risk with respect to the position. In addition, except in
the case of purchased options, the Portfolio would continue to be required to
make daily variation margin payments and might be required to maintain the
position being hedged by the futures contract or option or to maintain cash or
securities in a segregated account.
 
    Certain characteristics of the futures market might increase the risk that
movements in the prices of futures contracts or related options might not
correlate perfectly with movements in the prices of the investments being
hedged. For example, all participants in the futures and related options markets
are subject to daily variation margin calls and might be compelled to liquidate
futures or related options positions whose prices are moving unfavorably to
avoid being subject to further calls. These liquidations could increase price
volatility of the instruments and distort the normal price relationship between
the futures or options and the investments being hedged. Also, because initial
margin deposit requirements in the futures market are less onerous than margin
requirements in the securities markets, there might be increased participation
by speculators in the futures markets. This participation also might cause
temporary price distortions. In addition, activities of large traders in both
the futures and securities markets involving arbitrage, "program trading" and
other investment strategies might result in temporary price distortions.
 
    GUIDELINES FOR FUTURES AND RELATED OPTIONS. Each Portfolio's use of futures
and related options is governed by the following guidelines, which can be
changed by the Trust's board of trustees without shareholder vote:
 
    (1) To the extent a Portfolio enters into futures contracts, options on
futures contracts and options on foreign currencies traded on a CFTC-regulated
exchange, in each case that are not for bona fide hedging purposes (as defined
by the CFTC), the aggregate initial margin and premiums required to establish
these on those positions (excluding the amount by which options are
"in-the-money") may not exceed 5% of the Portfolio's net assets.
 
    (2) The aggregate premiums paid on all options (including options on
securities, foreign currencies and stock or bond indices and options on futures
contracts) purchased by a Portfolio that are held at any time will not exceed
20% of the Portfolio's total net assets.
 
    (3) The aggregate margin deposits on all futures contracts and options
thereon held at any time by a Portfolio will not exceed 5% of the Portfolio's
total assets.
 
    FOREIGN CURRENCY HEDGING STRATEGIES--SPECIAL CONSIDERATIONS. PACE STRATEGIC
FIXED INCOME INVESTMENTS, PACE GLOBAL FIXED INCOME INVESTMENTS, PACE
INTERNATIONAL EQUITY INVESTMENTS and PACE INTERNATIONAL EMERGING MARKETS EQUITY
INVESTMENTS each may use options and futures on foreign currencies, as described
above, and forward currency contracts, as described below, to hedge against
movements in the values of the foreign currencies in which the Portfolios'
securities are denominated. Such currency hedges can protect against price
movements in a security that a Portfolio owns or intends to acquire that are
attributable to changes in the value of the currency in which it is denominated.
Such hedges do not, however, protect against price movements in the securities
that are attributable to other causes.
 
    The Portfolios might seek to hedge against changes in the value of a
particular currency when no Instruments in that currency are available or such
Instruments are more expensive than certain other Instruments. In such cases, a
Portfolio may hedge against price movements in that currency by entering into
 
                                       21
<PAGE>
transactions using Instruments on another foreign currency or a basket of
currencies, the values of which the Adviser believes will have a positive
correlation to the value of the currency being hedged. The risk that movements
in the price of the Instrument will not correlate perfectly with movements in
the price of the currency being hedged is magnified when this strategy is used.
 
    The Portfolios may also use options and futures on foreign currencies,
options on currency futures and forward currency contracts for income and return
enhancement, for example, by shifting a Portfolio's exposure from one foreign
currency (or the U.S. dollar) to another foreign currency.
 
    The value of Instruments in foreign currencies depends on the value of the
underlying currency relative to the U.S. dollar. Because foreign currency
transactions occurring in the interbank market might involve substantially
larger amounts than those involved in the use of such Instruments, the
Portfolios could be disadvantaged by having to deal in the odd lot market
(generally consisting of transactions of less than $1 million) for the
underlying foreign currencies at prices that are less favorable than for round
lots.
 
    There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information generally is representative of very large transactions in the
interbank market and thus might not reflect odd-lot transactions where rates
might be less favorable. The interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S. options or futures markets are
closed while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that cannot
be reflected in the markets for the Instruments until they reopen.
 
    Settlement of transactions involving foreign currencies might be required to
take place within the country issuing the underlying currency. Thus, a Portfolio
might be required to accept or make delivery of the underlying foreign currency
in accordance with any U.S. or foreign regulations regarding the maintenance of
foreign banking arrangements by U.S. residents and might be required to pay any
fees, taxes and charges associated with such delivery assessed in the issuing
country.
 
    FORWARD CURRENCY CONTRACTS. PACE STRATEGIC FIXED INCOME INVESTMENTS, PACE
GLOBAL FIXED INCOME INVESTMENTS, PACE INTERNATIONAL EQUITY INVESTMENTS and PACE
INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS may enter into forward
currency contracts to purchase or sell foreign currencies for a fixed amount of
U.S. dollars or another foreign currency. Such transactions may serve as long
hedges--for example, a Portfolio may purchase a forward currency contract to
lock in the U.S. dollar price of a security denominated in a foreign currency
that the Portfolio intends to acquire. Forward currency contracts may also serve
as short hedges--for example, a Portfolio may sell a forward currency contract
to lock in the U.S. dollar equivalent of the proceeds from the anticipated sale
of a security denominated in a foreign currency.
 
    As noted above, each of these Portfolios may seek to hedge against changes
in the value of a particular currency by using forward contracts on another
foreign currency or a basket of currencies, the value of which its Adviser
believes will have a positive correlation to the values of the currency being
hedged. In addition, the Portfolios may use forward currency contracts to shift
exposure to foreign currency fluctuations from one country to another. For
example, if a Portfolio owns securities denominated in a foreign currency and
its Adviser believes that currency will decline relative to another currency, it
might enter into a forward contract to sell an appropriate amount of the first
foreign currency, with payment to be made in the second foreign currency.
Transactions that use two foreign currencies are sometimes referred to as "cross
hedging." Use of a different foreign currency magnifies the risk that movements
in the price of the Instrument will not correlate or will correlate unfavorably
with the foreign currency being hedged.
 
                                       22
<PAGE>
    The cost to the Portfolios of engaging in forward currency contracts varies
with factors such as the currency involved, the length of the contract period
and the market conditions then prevailing. Because forward currency contracts
are entered into on a principal basis, no fees or commissions are involved. When
a Portfolio enters into a forward currency contract, it relies on the contra
party to make or take delivery of the underlying currency at the maturity of the
contract. Failure by the contra party to do so would result in the loss of any
expected benefit of the transaction.
 
    As is the case with futures contracts, purchasers and sellers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures, by selling or purchasing, respectively, a
forward contract identical to the forward contract purchased or sold. Secondary
markets generally do not exist for forward currency contracts, with the result
that closing transactions generally can be made for forward currency contracts
only by negotiating directly with the contra party. Thus, there can be no
assurance that a Portfolio will in fact be able to close out a forward currency
contract at a favorable price prior to maturity. In addition, in the event of
insolvency of the contra party, the Portfolio might be unable to close out a
forward currency contract at any time prior to maturity. In either event, the
Portfolio would continue to be subject to market risk with respect to the
position, and would continue to be required to maintain a position in the
securities or currencies that are the subject of the hedge or to maintain cash
or securities in a segregated account.
 
    The precise matching of forward currency contract amounts and the value of
the securities involved generally will not be possible because the value of such
securities, measured in the foreign currency, will change after the foreign
currency contract has been established. Thus, a Portfolio might need to purchase
or sell foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward contracts. The projection of short-term
currency market movements is extremely difficult, and the successful execution
of a short-term hedging strategy is highly uncertain.
 
    INTEREST RATE PROTECTION TRANSACTIONS. PACE GOVERNMENT SECURITIES FIXED
INCOME INVESTMENTS and PACE STRATEGIC FIXED INCOME INVESTMENTS may enter into
interest rate protection transactions, including interest rate swaps and
interest rate caps, floors and collars. Interest rate swap transactions involve
an agreement between two parties to exchange payments that are based, for
example, on variable and fixed rates of interest and that are calculated on the
basis of a specified amount of principal (the "notional principal amount") for a
specified period of time. Interest rate cap and floor transactions involve an
agreement between two parties in which the first party agrees to make payments
to the contra party when a designated market interest rate goes above (in the
case of a cap) or below (in the case of a floor) a designated level on
predetermined dates or during a specified time period. An interest rate collar
combines elements of buying a cap and selling a floor.
 
    These Portfolios may enter into interest rate protection transactions to
preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of securities it
anticipates purchasing at a later date. These Portfolios may also use interest
rate protection transactions for income and return enhancement purposes.
 
    Each of these Portfolios may enter into interest rate swaps, caps, floors
and collars on either an asset- or liability-based basis, depending on whether
it is hedging its assets or its liabilities, and will usually enter into
interest rate swaps on a net basis, I.E., the two payment streams are netted
out, with the Portfolio receiving or paying, as the case may be, only the net
amount of the two payments. Mitchell Hutchins and each Portfolio's Adviser
believe such obligations do not constitute senior securities and, accordingly,
will not treat them as being subject to the Portfolio's borrowing restrictions.
The net amount of the excess, if any, of the Portfolio's
 
                                       23
<PAGE>
obligations over its entitlements with respect to each interest rate swap will
be accrued on a daily basis and an amount of cash, U.S. government securities or
other liquid high-grade debt obligations having an aggregate net asset value at
least equal to the accrued excess will be maintained in a segregated account by
a custodian that satisfies the requirements of the Investment Company Act of
1940 ("1940 Act"). A Portfolio also will establish and maintain such segregated
accounts with respect to its total obligations under any interest rate swaps
that are not entered into on a net basis and with respect to any interest rate
caps, collars and floors that are written by the Portfolio.
 
    A Portfolio will enter into interest rate protection transactions only with
banks and recognized securities dealers believed by its Adviser to present
minimal credit risks in accordance with guidelines established by the Trust's
board of trustees. If there is a default by the other party to such a
transaction, the Portfolio will have to rely on its contractual remedies (which
may be limited by bankruptcy, insolvency or similar laws) pursuant to the
agreements related to the transaction.
 
   
    SHORT SALES "AGAINST THE BOX".  Each Portfolio (except PACE MONEY MARKET
INVESTMENTS AND PACE MUNICIPAL FIXED INCOME INVESTMENTS) may engage in short
sales of securities it owns or has the right to acquire at no added cost through
conversion or exchange of other securities it owns (short sales "against the
box"). To make delivery to the purchaser in a short sale, the executing broker
borrows the securities being sold short on behalf of the Portfolio, and the
Portfolio is obligated to replace the securities borrowed at a date in the
future. When a Portfolio sells short, it will establish a margin account with
the broker effecting the short sale, and will deposit collateral with the
broker. In addition, the Portfolio will maintain with its custodian, in a
segregated account, the securities that could be used to cover the short sale. A
Portfolio will incur transaction costs, including interest expense, in
connection with opening, maintaining and closing short sales "against the box."
None of the Portfolios currently intend to have obligations under short-sales
that at any time during the coming year exceed 5% of the Portfolio's net assets.
    
 
   
    A Portfolio might make a short sale "against the box" in order to hedge
against market risks when the Portfolio's Adviser believes that the price of a
security may decline, thereby causing a decline in the value of a security owned
by the Portfolio or a security convertible into or exchangeable for a security
owned by the Portfolio. In such case, any loss in the Portfolio's long position
after the short sale should be reduced by a corresponding gain in the short
position. Conversely, any gain in the long position after the short sale should
be reduced by a corresponding loss in the short position. The extent to which
gains or losses in the long position are reduced will depend upon the amount of
the securities sold short relative to the amount of securities a Portfolio owns,
either directly or indirectly, and in the case where the Portfolio owns
convertible securities in the investment values or conversion premiums of such
securities.
    
 
INVESTMENT RESTRICTIONS
 
    The Trust has adopted investment restrictions numbered 1 through 11 below as
fundamental policies of the Portfolios. Under the 1940 Act, a fundamental policy
may not be changed without the vote of a majority of the outstanding voting
securities of a Portfolio, which is defined in the 1940 Act as the lesser of (1)
67% or more of the shares present at a Portfolio meeting, if the holders of more
than 50% of the outstanding shares of the Portfolio are present or represented
by proxy or (2) more than 50% of the outstanding shares of the Portfolio.
Investment restriction 12 may be changed by a vote of a majority of the board of
trustees at any time.
 
                                       24
<PAGE>
    Under the investment restrictions adopted by the Portfolios:
 
       1.   A Portfolio, other than PACE INTERMEDIATE FIXED INCOME INVESTMENTS
    and PACE GLOBAL FIXED INCOME INVESTMENTS, may not purchase securities (other
    than U.S. government securities) of any issuer if, as a result of the
    purchase, more than 5% of the value of the Portfolio's total assets would be
    invested in such issuer, except that up to 25% of the value of the
    Portfolio's total assets may be invested without regard to this 5%
    limitation.
 
       2.   A Portfolio will not purchase more than 10% of the outstanding
    voting securities of any one issuer, except that this limitation is not
    applicable to the Portfolio's investments in U.S. government securities and
    up to 25% of the Portfolio's assets may be invested without regard to these
    limitations.
 
       3.   A Portfolio, other than PACE MUNICIPAL FIXED INCOME INVESTMENTS,will
    invest no more than 25% of the value of its total assets in securities of
    issuers in any one industry, the term industry being deemed to include the
    government of a particular country other than the United States. This
    limitation is not applicable to a Portfolio's investments in U.S. government
    securities.
 
       4.   A Portfolio will not issue senior securities (including borrowing
    money from banks and other entities and through reverse repurchase
    agreements and mortgage dollar rolls) in excess of 33 1/3% of its total
    assets (including the amount of senior securities issued, but reduced by any
    liabilities and indebtedness not constituting senior securities), except
    that a Portfolio may borrow up to an additional 5% of its total assets (not
    including the amount borrowed) for extraordinary or emergency purposes.
 
       5.   A Portfolio will not pledge, hypothecate, mortgage, or otherwise
    encumber its assets, except to secure permitted borrowings or in connection
    with its use of forward contracts, futures contracts, options, swaps, caps,
    collars and floors.
 
       6.   A Portfolio will not lend any funds or other assets, except through
    purchasing debt obligations, lending portfolio securities and entering into
    repurchase agreements consistent with the Portfolio's investment objective
    and policies.
 
       7.   A Portfolio will not purchase securities on margin, except that a
    Portfolio may obtain any short-term credits necessary for the clearance of
    purchases and sales of securities. For purposes of this restriction, the
    deposit or payment of initial or variation margin in connection with futures
    contracts or options on futures contracts will not be deemed to be a
    purchase of securities on margin.
 
       8.   A Portfolio will not make short sales of securities or maintain a
    short position, unless at all times when a short position is open it owns an
    equal amount of the securities or securities convertible into or
    exchangeable for, without payment of any further consideration, securities
    of the same issue as, and equal in amount to, the securities sold short
    ("short sales against the box"), and unless not more than 10% of the
    Portfolio's net assets (taken at market value) is held as collateral for
    such sales at any one time.
 
       9.   A Portfolio will not purchase or sell real estate or real estate
    limited partnership interests, except that it may purchase and sell mortgage
    related securities and securities of companies that deal in real estate or
    interests therein.
 
       10.  A Portfolio will not purchase or sell commodities or commodity
    contracts (except currencies, forward currency contracts, futures contracts
    and options and other similar contracts).
 
                                       25
<PAGE>
       11.  A Portfolio will not act as an underwriter of securities, except
    that a Portfolio may acquire restricted securities under circumstances in
    which, if the securities were sold, the Portfolio might be deemed to be an
    underwriter for purposes of the 1933 Act.
 
       12.  A Portfolio may not purchase securities of other investment
    companies, except to the extent permitted by the 1940 Act in the open market
    at no more than customary brokerage commission rates. This limitation does
    not apply to securities received or acquired as dividends, through offers of
    exchange, or as a result of reorganization, consolidation or merger.
 
    If a percentage restriction is adhered to at the time of an investment or
transaction, a later increase or decrease in percentage resulting from a change
in values of portfolio securities or amount of total assets will not be
considered a violation of any of the foregoing limitations, except that with
regard to the borrowings limitation in investment restriction number 4, the
Portfolios will comply with the applicable restrictions of Section 18 of the
1940 Act.
 
             TRUSTEES AND OFFICERS; PRINCIPAL HOLDERS OF SECURITIES
 
    The trustees and executive officers of the Trust, their ages, business
addresses and principal occupations during the past five years are:
 
   
<TABLE>
<CAPTION>
                                                                        BUSINESS EXPERIENCE;
     NAME/AGE AND ADDRESS*         POSITION WITH TRUST                  OTHER DIRECTORSHIPS
- --------------------------------  ---------------------  --------------------------------------------------
<S>                               <C>                    <C>
Margo N. Alexander**; 51               Trustee and       Mrs. Alexander is president, chief executive of-
                                        President         ficer and a director of Mitchell Hutchins, (since
                                                          January 1995) and an executive vice president and
                                                          director of PaineWebber. Mrs. Alexander is
                                                          president and a director or trustee of 32 other
                                                          investment companies for which Mitchell Hutchins
                                                          or PaineWebber serves as investment adviser.
David J. Beaubien; 63                    Trustee         Mr. Beaubien is chairman of Yankee Environmental
101 Industrial Road                                       Systems, Inc., a manufacturer of meteorological
Turners Falls, MA 01376                                   measuring systems. Prior to January 1991, he was
                                                          senior vice president of EG&G, Inc., a company
                                                          which makes and provides a variety of scientific
                                                          and technically oriented products and services.
                                                          He is also a director of IEC, Inc., a
                                                          manufacturer of electronic assemblies, and
                                                          Belfort Instruments, Inc., a manufacturer of
                                                          environmental instruments. From 1985 to January
                                                          1995, Mr. Beaubien served as a director or
                                                          trustee on the boards of the Kidder, Peabody &
                                                          Co. Incorporated mutual funds.
</TABLE>
    
 
                                       26
<PAGE>
   
<TABLE>
<CAPTION>
                                                                        BUSINESS EXPERIENCE;
     NAME/AGE AND ADDRESS*         POSITION WITH TRUST                  OTHER DIRECTORSHIPS
- --------------------------------  ---------------------  --------------------------------------------------
<S>                               <C>                    <C>
E. Garrett Bewkes, Jr.**; 72             Trustee         Mr. Bewkes is a director of PaineWebber Group Inc.
                                                          ("PW Group") (holding company of PaineWebber and
                                                          Mitchell Hutchins). Prior to December 1995, he
                                                          was a consultant to PW Group. Prior to 1988, he
                                                          was chairman of the board, president and chief
                                                          executive officer of American Bakeries Company.
                                                          Mr. Bewkes is a director of Interstate Bakeries
                                                          Corporation and a director or trustee of 32 other
                                                          investment companies for which Mitchell Hutchins
                                                          or PaineWebber serves as investment adviser.
Bruce A. Bursey**; 48                    Trustee         Mr. Bursey is a senior vice president of
                                                          PaineWebber and director of Managed Accounts
                                                          Services.
William W. Hewitt, Jr.; 69               Trustee         Mr. Hewitt is retired. Since 1988, he has served
P.O. Box 2359                                             as a director or trustee on the boards of the
Princeton, New Jersey                                     Guardian Life Insurance Company mutual funds.
08543-2359                                                From 1990 to January 1995, Mr. Hewitt served as a
                                                          director or trustee on the boards of the Kidder,
                                                          Peabody & Co. Incorporated mutual funds. From
                                                          1986-1988, he was an executive vice president and
                                                          director of mutual funds, insurance and trust
                                                          services of Shearson Lehman Brothers Inc.
Morton L. Janklow; 67                    Trustee         Mr. Janklow is senior partner of Janklow & Nesbit
598 Madison Avenue                                        Associates, an international literary agency
New York, New York                                        representing leading authors in their relation-
10022                                                     ships with publishers and motion picture, tele-
                                                          vision and multi-media companies, and of counsel
                                                          to the law firm of Janklow, Newborn & Ashley. Mr.
                                                          Janklow is also a director of Marvel
                                                          Entertainment Group Inc., a leading youth en-
                                                          tertainment company, and Revlon, Inc.
J. Richard Sipes**; 51                   Trustee         Mr. Sipes is director of Products and Trading in
1200 Harbor Boulevard                                     Private Client Group for PaineWebber. Mr. Sipes
Weehawken, New Jersey                                     is also a director of PW Trust Co., PaineWebber
07087                                                     Futures Management Corp., PaineWebber Properties
                                                          Inc., Puerto Rico Investors Tax-Free Fund and
                                                          Puerto Rico Investors Tax-Free Fund II.
</TABLE>
    
 
                                       27
<PAGE>
   
<TABLE>
<CAPTION>
                                                                        BUSINESS EXPERIENCE;
     NAME/AGE AND ADDRESS*         POSITION WITH TRUST                  OTHER DIRECTORSHIPS
- --------------------------------  ---------------------  --------------------------------------------------
<S>                               <C>                    <C>
William D. White; 63                     Trustee         Mr. White is retired. From February 1989 through
P.O. Box 199                                              March 1994, he was president of the National
Upper Black Eddy, PA                                      League of Professional Baseball Clubs. Prior to
                                                          1989, he was a television sportscaster for
                                                          WPIX-TV, New York. Mr. White is also a director
                                                          or trustee of nine other investment companies for
                                                          which PaineWebber or Mitchell Hutchins serves as
                                                          investment adviser.
M. Cabell Woodward, Jr.; 68              Trustee         Mr. Woodward is retired. From July 1985 until his
                                                          retirement in February 1993, Mr. Woodward was
                                                          vice chairman and chief financial officer of ITT
                                                          Corporation. Mr. Woodward is also a director of
                                                          CVS Corporation and Black & Decker Corporation.
Lawrence Chinsky; 29               Vice President and    Mr. Chinsky is an assistant vice president and
                                   Assistant Treasurer    investment monitoring officer of the mutual fund
                                                          finance department of Mitchell Hutchins. Prior to
                                                          August 1997, he was a securities compliance
                                                          examiner with the Office of Compliance,
                                                          Inspections and Examinations in the New York
                                                          Regional Office of the United States Securities
                                                          and Exchange Commission. Mr. Chinsky is vice
                                                          president and assistant treasurer of 31
                                                          investment companies for which Mitchell Hutchins
                                                          or PaineWebber serves as investment adviser.
John J. Lee, 30                    Vice President and    Mr. Lee is a vice president and a manager of the
                                   Assistant Treasurer    mutual fund finance department of Mitchell
                                                          Hutchins. Prior to September 1997, he was an
                                                          audit manager in the financial services practice
                                                          of Ernst & Young LLP. Mr. Lee is a vice presi-
                                                          dent and assistant treasurer of 32 investment
                                                          companies for which Mitchell Hutchins or
                                                          PaineWebber serves as investment adviser.
</TABLE>
    
 
                                       28
<PAGE>
   
<TABLE>
<CAPTION>
                                                                        BUSINESS EXPERIENCE;
     NAME/AGE AND ADDRESS*         POSITION WITH TRUST                  OTHER DIRECTORSHIPS
- --------------------------------  ---------------------  --------------------------------------------------
<S>                               <C>                    <C>
Ann E. Moran; 41                   Vice President and    Ms. Moran is a vice president and a manager of the
                                   Assistant Treasurer    mutual fund financial department of Mitchell
                                                          Hutchins. Ms. Moran is a vice president and
                                                          assistant treasurer of 32 other investment
                                                          companies for which Mitchell Hutchins or
                                                          PaineWebber serves as investment adviser.
Andrew S. Novak; 30                Vice President and    Mr. Novak is a vice president and assistant gen-
                                   Assistant Secretary    eral counsel of Mitchell Hutchins. Prior to Sep-
                                                          tember 1997, he was an attorney in private
                                                          practice. Prior to September 1993, he attended
                                                          law school.
Dianne E. O'Donnell; 46            Vice President and    Ms. O'Donnell is a senior vice president and
                                   Assistant Secretary    deputy general counsel of Mitchell Hutchins. Ms.
                                                          O'Donnell is a vice president and secretary of 31
                                                          investment companies and vice president and
                                                          assistant secretary of one investment company for
                                                          which Mitchell Hutchins or PaineWebber serves as
                                                          investment adviser.
Emil Polito; 38                      Vice President      Mr. Polito is a senior vice president and director
                                                          of operations and control for Mitchell Hutchins.
                                                          From March 1991 to September 1993, he was
                                                          director of the mutual funds sales support and
                                                          service center for Mitchell Hutchins and
                                                          PaineWebber. Mr. Polito is senior vice president
                                                          of 32 investment companies, for which Mitchell
                                                          Hutchins or PaineWebber serves as investment
                                                          adviser.
Victoria E. Schonfeld; 47          Vice President and    Ms. Schonfeld is a managing director and general
                                        Secretary         counsel of Mitchell Hutchins. Prior to May 1994,
                                                          she was a partner in the law firm of Arnold &
                                                          Porter. Ms. Schonfeld is a vice president of 31
                                                          investment companies and a vice president and
                                                          secretary of one investment company for which
                                                          Mitchell Hutchins or PaineWebber serves as
                                                          investment adviser.
Paul H. Schubert; 35               Vice President and    Mr. Schubert is a first vice president and the
                                        Treasurer         director of the mutual fund finance department of
                                                          Mitchell Hutchins. From August 1992 to August
                                                          1994, he was a vice president at BlackRock Fi-
                                                          nancial Management, L.P. Mr. Schubert is a vice
                                                          president and treasurer of 32 other investment
                                                          companies for which Mitchell Hutchins or
                                                          PaineWebber serves as investment adviser.
</TABLE>
    
 
                                       29
<PAGE>
   
<TABLE>
<CAPTION>
                                                                        BUSINESS EXPERIENCE;
     NAME/AGE AND ADDRESS*         POSITION WITH TRUST                  OTHER DIRECTORSHIPS
- --------------------------------  ---------------------  --------------------------------------------------
<S>                               <C>                    <C>
Barney A. Taglialatela; 37         Vice President and    Mr. Taglialatela is a vice president and a manag-
                                   Assistant Treasurer    er of the mutual fund finance division of
                                                          Mitchell Hutchins. Prior to February 1995, he was
                                                          a manager of the mutual fund finance division of
                                                          Kidder Peabody Asset Management, Inc. Mr.
                                                          Taglialatela is a vice president and assistant
                                                          treasurer of 32 investment companies for which
                                                          Mitchell Hutchins or PaineWebber serves as
                                                          investment adviser.
</TABLE>
    
 
- ------------------------
 *  Unless otherwise indicated, the business address of each listed person is
    1285 Avenue of the Americas, New York, New York 10019.
**  Messrs. Bewkes, Bursey, Sipes and Mrs. Alexander are "interested persons" of
    the Trust as defined in the 1940 Act by virtue of their positions with
    PaineWebber, PW Group and/or Mitchell Hutchins.
    The Trust pays trustees who are not "interested persons" of the Trust
$35,000 annually and $5,000 per meeting of the board or any committee thereof.
Trustees are reimbursed for any expenses incurred in attending meetings.
Trustees of the Trust who are "interested persons" of the Trust as defined in
the 1940 Act receive no compensation from the Trust. Trustees and officers of
the Trust own in the aggregate less than 1% of the shares of each Portfolio.
Because Mitchell Hutchins, the Advisers and PaineWebber perform substantially
all of the services necessary for the operation of the Trust and the Portfolios,
the Trust requires no employees. No officer, director or employee of Mitchell
Hutchins, an Adviser or PaineWebber presently receives any compensation from the
Trust for acting as a trustee or officer. The table below includes certain
information relating to the compensation of the Trust's trustees.
                               COMPENSATION TABLE
 
   
<TABLE>
<CAPTION>
                                                                                                      TOTAL
                                                                                                   COMPENSATION
                                                                                    AGGREGATE    FROM THE TRUST**
                                                                                  COMPENSATION       AND THE
                                                                                    FROM THE     PAINEWEBBER FUND
                            NAME OF PERSON, POSITION                                 TRUST*          COMPLEX+
- --------------------------------------------------------------------------------  -------------  ----------------
<S>                                                                               <C>            <C>
David J. Beaubien, Trustee......................................................    $               $
William W. Hewitt, Trustee......................................................    $               $
Morton L. Janklow, Trustee......................................................    $               $
William D. White, Trustee.......................................................    $               $
M. Cabell Woodward, Jr., Trustee................................................    $               $
Robert Douglass, former Trustee.................................................    $               $
</TABLE>
    
 
- ------------------------
Only independent members of the board of trustees are compensated by the Trust
and identified above; trustees who are "interested persons", as defined in the
1940 Act, do not receive compensation.
   
 * Represents fees paid to each trustee during the fiscal year ended July 31,
   1998.
    
   
** During the fiscal year ended July 31, 1998, Mitchell Hutchins waived a
   portion of its management fee and subsidized certain operating expenses,
   including the payment of trustees' fees, with respect to each Portfolio in
   order to lower the overall expenses of each Portfolio to certain designated
   levels.
    
 
                                       30
<PAGE>
   
 + Represents total compensation paid to each trustee during the calendar year
   ended December 31, 1997; no fund within the complex has a bonus, pension,
   profit sharing or retirement plan.
    
 
   
    [The following shareholders are shown in the records of PACE MUNICIPAL FIXED
INCOME INVESTMENTS as owning more than 5% of its shares.
    
 
   
<TABLE>
<CAPTION>
                                          Number and Percentage of Shares
                                             Beneficially Owned as of
Name and Address++                               October 31, 1998
- ----------------------------------------  -------------------------------
 
<S>                                       <C>
</TABLE>
    
 
- ------------------------
++  The shareholders listed may be contacted c/o Mitchell Hutchins Asset
    Management Inc., 1285 Avenue of the Americas, New York, New York 10019.
 
   
  PACE MUNICIPAL FIXED INCOME INVESTMENTS is not aware of the extent to which
these shareholders are beneficial owners of the securities they hold of record
and is not aware of any other shareholders who may be the beneficial owners of
5% or more of its shares. As of October 31, 1998, the other Portfolios had no
shareholders who owned of record 5% or more of a Portfolio's shares, and none is
aware of any shareholder who is the beneficial owner of 5% or more of its
shares.]
    
 
         INVESTMENT MANAGEMENT, ADVISORY AND DISTRIBUTION ARRANGEMENTS
 
    INVESTMENT MANAGEMENT ARRANGEMENTS. Mitchell Hutchins acts as the investment
manager to the Trust pursuant to an Investment Management and Administration
Agreement with the Trust ("Management Agreement") dated as of June 15, 1995.
Pursuant to the Management Agreement with the Trust, Mitchell Hutchins, subject
to the supervision of the Trust's board of trustees and in conformity with the
stated policies of the Trust, manages both the investment operations of the
Trust and the composition of the Trust's Portfolios, including the purchase,
retention, disposition and lending of securities. Mitchell Hutchins is
authorized to enter into advisory agreements for investment advisory services
("Advisory Agreement") in connection with the management of the Trust and the
Portfolios. Mitchell Hutchins will have responsibility for monitoring the
investment advisory services furnished pursuant to any such Advisory Agreements.
Mitchell Hutchins reviews the performance of all Advisers and makes
recommendations to the trustees of the Trust with respect to the retention and
renewal of Advisory Agreements. In connection therewith, Mitchell Hutchins is
obligated to keep certain books and records of the Trust. Mitchell Hutchins also
administers the Trust's business affairs and, in connection therewith, furnishes
the Trust with office facilities, together with those ordinary clerical and
bookkeeping services which are not being furnished by the Trust's custodian and
the Transfer Agent, the Trust's transfer and dividend disbursing agent. The
management services of Mitchell Hutchins for the Trust are not exclusive under
the terms of the Management Agreement, and Mitchell Hutchins is free to, and
does, render management services to others.
 
    In connection with its management of the business affairs of the Trust,
Mitchell Hutchins bears the following expenses:
 
    (1) the salaries and expenses of all of its and the Trust's personnel except
the fees and expenses of trustees who are not affiliated persons of Mitchell
Hutchins or the Trust's Advisers;
 
    (2) all expenses incurred, by Mitchell Hutchins or by the Trust in
connection with managing the ordinary course of the Trust's business, other than
those assumed by the Trust as described below; and
 
                                       31
<PAGE>
    (3) the fees payable to each Adviser pursuant to the Advisory Agreements
between Mitchell Hutchins and each Adviser.
    Under the terms of the Management Agreement, each Portfolio bears all
expenses incurred in its operation that are not specifically assumed by Mitchell
Hutchins or the Portfolio's Adviser. General expenses of the Trust not readily
identifiable as belonging to a Portfolio or to the Trust's other Portfolios are
allocated among series by or under the direction of the board of trustees in
such manner as the board deems to be fair and equitable. Expenses borne by each
Portfolio include the following (or a Portfolio's share of the following): (1)
the cost (including brokerage commissions) of securities purchased or sold by a
Portfolio and any losses incurred in connection therewith, (2) fees payable to
and expenses incurred on behalf of a Portfolio by Mitchell Hutchins, (3)
organizational expenses, (4) filing fees and expenses relating to the
registration and qualification of a Portfolio's shares and the Trust under
federal and state securities laws and maintenance of such registrations and
qualifications, (5) fees and salaries payable to trustees who are not interested
persons (as defined in the 1940 Act) of the Trust, Mitchell Hutchins or the
Adviser, (6) all expenses incurred in connection with trustees' services,
including travel expenses, (7) taxes (including any income or franchise taxes)
and governmental fees, (8) costs of any liability, uncollectible items of
deposit and other insurance or fidelity bonds, (9) any costs, expenses or losses
arising out of a liability of or claim for damages or other relief asserted
against the Trust or a Portfolio for violation of any law, (10) legal,
accounting and auditing expenses, including legal fees of special counsel for
the independent trustees, (11) charges of custodians, transfer agents and other
agents, (12) costs of preparing share certificates, (13) expenses of setting in
type and printing prospectuses and supplements thereto, statements of additional
information and supplements thereto, reports and proxy materials for existing
shareholders, and costs of mailing such materials to existing shareholders, (14)
any extraordinary expenses (including fees and disbursements of counsel)
incurred by the Trust or a Portfolio, (15) fees, voluntary assessments and other
expenses incurred in connection with membership in investment company
organizations, (16) costs of mailing and tabulating proxies and costs of
meetings of shareholders, the board and any committees thereof, (17) the cost of
investment company literature and other publications provided to trustees and
officers and (18) costs of mailing, stationery and communications equipment.
 
    Under the Management Agreement, Mitchell Hutchins will not be liable for any
error or judgment or mistake of law or for any loss suffered by a Portfolio in
connection with the performance of the contract, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Mitchell
Hutchins in the performance of its duties or from reckless disregard of its
duties and obligations thereunder. The Management Agreement terminates
automatically upon its assignment and is terminable at any time without penalty
by the Trust's board of trustees or by vote of the holders of a majority of a
Portfolio's outstanding voting securities, on 60 days' written notice to
Mitchell Hutchins or by Mitchell Hutchins on 60 days' written notice to the
Portfolio.
 
                                       32
<PAGE>
   
    The following table shows the approximate net assets as of October 31, 1998,
sorted by category of investment objective, of the investment companies as to
which Mitchell Hutchins serves as adviser or sub-adviser. An investment company
may fall into more than one of the categories below.
    
 
   
<TABLE>
<CAPTION>
INVESTMENT CATEGORY                                           NET ASSETS
- ------------------------------------------------------------  -----------
                                                                ($MIL)
<S>                                                           <C>
Domestic (excluding Money Market)...........................   $
Global......................................................
Equity/Balanced.............................................
Fixed Income (excluding Money Market).......................
  Taxable Fixed Income......................................
  Tax-Free Fixed Income.....................................
Money Market Funds..........................................
</TABLE>
    
 
    ADVISORY ARRANGEMENTS.  As noted in the Prospectus, subject to the
monitoring of the Manager and, ultimately, the trustees, each Adviser manages
the securities held by the Portfolio it serves in accordance with the
Portfolio's stated investment objectives and policies, makes investment
decisions for the Portfolio and places orders to purchase and sell securities on
behalf of the Portfolio.
 
   
    Except as described below, the Advisory Agreements were approved by the
board of trustees including a majority of the Trustees who are not parties to
such contract or interested persons of any such parties, on June 15, 1995 and
was approved by Mitchell Hutchins, as sole shareholder of the Trust on June 19,
1995. Mitchell Hutchins and Rogge Global Partners plc ("Rogge Global") entered
into a new Advisory Agreement on August 28, 1996, which was approved by the
Trust's board of trustees at a meeting held on July 24, 1996, including a
majority of the Trustees who are not parties to such contract or interested
persons of any such parties. The original Advisory Agreement terminated as a
result of the acquisition of Rogge Global by United Asset Management
Corporation; the terms of the new Advisory Agreement are identical in all
material respects to the original Advisory Agreement. Mitchell Hutchins and
Delaware Management Company, Inc. entered into an Advisory Agreement on December
16, 1996, which was approved by the Trust's board of trustees at a meeting held
on December 10, 1996, including a majority of the Trustees who are not parties
to such contract or interested persons of any such parties. Pursuant to such
agreement, Delaware Management Company, Inc. became the Adviser for PACE
SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS, replacing the Portfolio's
previous Adviser, Westfield Capital Management Company, Inc. Mitchell Hutchins
and Alliance Capital Management L.P. entered into an Advisory Agreement on
November 10, 1997, which was approved by the Trust's board of trustees at a
meeting held on November 4, 1997, including a majority of the Trustees who are
not parties to such contract or interested persons of any such parties. Pursuant
to such agreement, Alliance Capital Management L.P. became the Adviser for PACE
LARGE COMPANY GROWTH EQUITY INVESTMENTS, replacing the Portfolio's previous
Adviser, Chancellor LGT Asset Management, Inc. Mitchell Hutchins and Brandywine
Asset Management, Inc. ("Brandywine") entered into a new Advisory Agreement on
January 16, 1998, which was approved by the Trust's board of trustees at a
meeting held on January 13, 1998, including a majority of the Trustees who are
not parties to such contract or interested persons of any such parties. The
original Advisory Agreement terminated as a result of the acquisition of
Brandywine by Legg Mason, Inc.; the terms of the new Advisory Agreement are
identical in all material respects to the original Advisory Agreement.
    
 
    Each Advisory Agreement provides that it will terminate in the event of its
assignment (as defined in the 1940 Act) or upon the termination of the
Management Agreement. Each Advisory Agreement may be terminated by the Trust
upon not more than 60 days' written notice. Each Advisory Agreement may be
terminated by Mitchell Hutchins or the Adviser upon not more than 120 days'
written notice. Each Advisory
 
                                       33
<PAGE>
Agreement provides that it will continue in effect for a period of more than two
years from its execution only so long as such continuance is specifically
approved at least annually in accordance with the requirements of the 1940 Act.
 
    Under the Advisory Agreements, the Advisers will not be liable for any error
or judgment or mistake of law or for any loss suffered by a Portfolio in
connection with the performance of the contract, except a loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Advisers
in the performance of their duties or from reckless disregard of their duties
and obligations thereunder. Each Adviser has agreed to its fees as described in
the Prospectus and which are generally lower than the fees it charges to
institutional accounts for which it serves as investment adviser and performs
all administrative functions associated with serving in that capacity in
recognition of the reduced administrative responsibilities it has undertaken
with respect to the Portfolio. By virtue of the management, monitoring and
administrative functions performed by Mitchell Hutchins, and the fact that
Advisers are not required to make decisions regarding the allocation of assets
among the major sectors of the securities markets, each Adviser serves in a
subadvisory capacity to the Portfolio. Subject to the monitoring by the Manager
and, ultimately, the board of trustees, each Adviser's responsibilities are
limited to managing the securities held by the Portfolio it serves in accordance
with the Portfolio's stated investment objective and policies, making investment
decisions for the Portfolio and placing orders to purchase and sell securities
on behalf of the Portfolio.
 
    The following table shows the advisory and administration fees earned (or
accrued) by Mitchell Hutchins, the advisory and administration fees waived by
Mitchell Hutchins and the sub-advisory fees paid by Mitchell Hutchins (not the
Portfolio) to each Adviser for the periods indicated.
   
<TABLE>
<CAPTION>
                                                 ADVISORY                                     ADVISORY
                                      AND ADMINISTRATION FEES EARNED              AND ADMINISTRATION FEES WAIVED BY
                                     (OR ACCRUED) BY MITCHELL HUTCHINS                    MITCHELL HUTCHINS
                                -------------------------------------------   -----------------------------------------
                                FISCAL YEAR    FISCAL YEAR    FISCAL PERIOD   FISCAL YEAR   FISCAL YEAR   FISCAL PERIOD
                                   ENDED          ENDED        AUGUST 24,        ENDED         ENDED       AUGUST 24,
                                  JULY 31,       JULY 31,     1995* THROUGH    JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                           1998           1997       JULY 31, 1996      1998          1997       JULY 31, 1996
- ------------------------------  ------------   ------------   -------------   -----------   -----------   -------------
<S>                             <C>            <C>            <C>             <C>           <C>           <C>
PACE Money
 Market Investments...........   $              $    46,463     $ 19,992       $             $ 46,463       $ 19,992
PACE Government Securities
 Fixed Income Investments.....                      555,050      218,140                      107,156         92,619
PACE Intermediate
 Fixed Income Investments.....                      318,727      138,291                       76,200         82,160
PACE Strategic
 Fixed Income Investments.....                      409,105      154,381                      143,533        106,919
PACE Municipal Fixed
 Income Investments...........                      143,239       57,596                      131,476         57,596
PACE Global Fixed
 Income Investments...........                      389,067      177,669                      167,565        138,050
PACE Large Company
 Value Equity Investments.....                    1,004,307      350,054                       82,199        170,745
PACE Large Company
 Growth Equity Investments....                      875,877      285,409                       50,644        115,140
PACE Small/Medium
 Company Value Equity
 Investments..................                      765,902      302,383                      126,324        179,172
PACE Small/Medium
 Company Growth Equity
 Investments..................                      719,564      325,385                       71,349        109,433
 
<CAPTION>
 
                                        SUB-ADVISORY FEES PAID BY
                                            MITCHELL HUTCHINS
                                     (NOT THE PORTFOLIO) TO ADVISER
                                -----------------------------------------
                                FISCAL YEAR   FISCAL YEAR   FISCAL PERIOD
                                   ENDED         ENDED       AUGUST 24,
                                 JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                          1998          1997       JULY 31, 1996
- ------------------------------  -----------   -----------   -------------
<S>                             <C>           <C>           <C>
PACE Money
 Market Investments...........   $             $    N/A       $    N/A
PACE Government Securities
 Fixed Income Investments.....                  198,232         77,907
PACE Intermediate
 Fixed Income Investments.....                  106,137         46,071
PACE Strategic
 Fixed Income Investments.....                  146,108         55,109
PACE Municipal Fixed
 Income Investments...........                   47,400         19,188
PACE Global Fixed
 Income Investments...........                  170,772         75,569
PACE Large Company
 Value Equity Investments.....                  377,030        131,205
PACE Large Company
 Growth Equity Investments....                  328,454        107,028
PACE Small/Medium
 Company Value Equity
 Investments..................                  287,096        113,332
PACE Small/Medium
 Company Growth Equity
 Investments..................                  279,883        122,019
</TABLE>
    
 
                                       34
<PAGE>
   
<TABLE>
<CAPTION>
                                                 ADVISORY                                     ADVISORY
                                      AND ADMINISTRATION FEES EARNED              AND ADMINISTRATION FEES WAIVED BY
                                     (OR ACCRUED) BY MITCHELL HUTCHINS                    MITCHELL HUTCHINS
                                -------------------------------------------   -----------------------------------------
                                FISCAL YEAR    FISCAL YEAR    FISCAL PERIOD   FISCAL YEAR   FISCAL YEAR   FISCAL PERIOD
                                   ENDED          ENDED        AUGUST 24,        ENDED         ENDED       AUGUST 24,
                                  JULY 31,       JULY 31,     1995* THROUGH    JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                           1998           1997       JULY 31, 1996      1998          1997       JULY 31, 1996
- ------------------------------  ------------   ------------   -------------   -----------   -----------   -------------
<S>                             <C>            <C>            <C>             <C>           <C>           <C>
PACE International
 Equity Investments...........                      632,415      190,817                        1,629         54,634
PACE International
 Emerging Markets Equity
 Investments..................                      417,803      151,151                      225,031        109,656
 
<CAPTION>
 
                                        SUB-ADVISORY FEES PAID BY
                                            MITCHELL HUTCHINS
                                     (NOT THE PORTFOLIO) TO ADVISER
                                -----------------------------------------
                                FISCAL YEAR   FISCAL YEAR   FISCAL PERIOD
                                   ENDED         ENDED       AUGUST 24,
                                 JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                          1998          1997       JULY 31, 1996
- ------------------------------  -----------   -----------   -------------
<S>                             <C>           <C>           <C>
PACE International
 Equity Investments...........                  281,074         84,808
PACE International
 Emerging Markets Equity
 Investments..................                  189,911         68,672
</TABLE>
    
 
- ------------------------
 
* Commencement of operations.
 
    DISTRIBUTION ARRANGEMENTS. MITCHELL HUTCHINS ACTS AS THE DISTRIBUTOR OF THE
SHARES OF EACH PORTFOLIO UNDER A DISTRIBUTION CONTRACT WITH THE TRUST DATED AS
OF JUNE 15, 1995 ("DISTRIBUTION CONTRACT") THAT REQUIRES MITCHELL HUTCHINS TO
USE ITS BEST EFFORTS, CONSISTENT WITH ITS OTHER BUSINESSES, TO SELL SHARES OF
THE PORTFOLIOS. SHARES OF THE PORTFOLIOS ARE OFFERED CONTINUOUSLY. UNDER A
DEALER AGREEMENT BETWEEN MITCHELL HUTCHINS AND PAINEWEBBER DATED AS OF JUNE 15,
1995 ("DEALER AGREEMENT"), PAINEWEBBER SELLS THE PORTFOLIOS' SHARES.
 
                             PORTFOLIO TRANSACTIONS
 
    Decisions to buy and sell securities for a Portfolio other than PACE MONEY
MARKET INVESTMENTS are made by the Adviser, subject to the overall review of the
Manager and the board of trustees. Decisions to buy and sell securities for PACE
MONEY MARKET INVESTMENTS are made by Mitchell Hutchins, subject to the overall
review of the board of trustees. Although investment decisions for the
Portfolios are made independently from those of the other accounts managed by
the Adviser or Mitchell Hutchins, as applicable, investments of the type that
the Portfolio may make also may be made by those other accounts. When a
Portfolio and one or more other accounts managed by the Adviser or Mitchell
Hutchins, as applicable, are prepared to invest in, or desire to dispose of, the
same security, available investments or opportunities for sales will be
allocated in a manner believed by the Adviser or Mitchell Hutchins, as
applicable, to be equitable to each. In some cases, this procedure may adversely
affect the price paid or received by a Portfolio or the size of the position
obtained or disposed of by a Portfolio.
 
    Transactions on U.S. stock exchanges and some foreign stock exchanges
involve the payment of negotiated brokerage commissions. On exchanges on which
commissions are negotiated, the cost of transactions may vary among different
brokers. On most foreign exchanges, commissions are generally fixed. No stated
commission is generally applicable to securities traded in U.S. OTC markets, but
the prices of those securities include undisclosed commissions or mark-ups. The
cost of securities purchased from underwriters include an underwriting
commission or concession and the prices at which securities are purchased from
and sold to dealers include a dealer's mark-up or mark-down. U.S. government
securities generally are purchased from underwriters or dealers, although
certain newly-issued U.S. government securities may be purchased directly from
the U.S. Treasury or from the issuing agency or instrumentality.
 
                                       35
<PAGE>
    For the periods indicated, the Portfolios paid the brokerage commissions set
forth below:
 
   
<TABLE>
<CAPTION>
                                                          TOTAL BROKERAGE COMMISSIONS
                                               -------------------------------------------------
                                                FISCAL YEAR     FISCAL YEAR    PERIOD AUGUST 24,
                                                   ENDED           ENDED         1995* THROUGH
PORTFOLIO                                      JULY 31, 1998   JULY 31, 1997     JULY 31, 1996
- ---------------------------------------------  -------------   -------------   -----------------
<S>                                            <C>             <C>             <C>
PACE Money Market Investments................    $               $      0          $      0
PACE Government Securities Fixed Income
 Investments.................................           0               0                 0
PACE Intermediate Fixed Income Investments...                           0                 0
PACE Strategic Fixed Income Investments......    $ 17,292             169                 0
PACE Municipal Fixed Income Investments......                           0                 0
PACE Global Fixed Income Investments.........                           0                 0
PACE Large Company Value Equity
 Investments.................................                     164,051            96,437
PACE Large Company Growth Equity
 Investments.................................                     153,087            53,077
PACE Small/Medium Company Value Equity
 Investments.................................                     302,226           307,395
PACE Small/Medium Company Growth Equity
 Investments.................................                     414,380           100,645
PACE International Equity Investments........                     288,930           192,164
PACE International Emerging Markets Equity
 Investments.................................     286,220         201,775           136,615
</TABLE>
    
 
- ------------------------
 
* Commencement of operations.
 
    In selecting brokers or dealers to execute securities transactions on behalf
of a Portfolio, its Adviser or Mitchell Hutchins, as applicable, seeks the best
overall terms available. In assessing the best overall terms available for any
transactions, the Adviser or Mitchell Hutchins, as applicable, will consider the
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer and the amount of the commission, if any, for the specific
transaction and on a continuing basis. In addition, each Advisory Agreement
between the Trust and an Adviser authorizes the Adviser, in selecting brokers or
dealers to execute a particular transaction, and in evaluating the best overall
terms available, to consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to
the Portfolio and/or other accounts over which the Adviser or its affiliates
exercise investment discretion. The fees under the Management Agreement and the
Advisory Agreements, respectively, are not reduced by reason of a Portfolio's
Adviser receiving brokerage and research services. The board of trustees of the
Trust will periodically review the commissions paid by a Portfolio to determine
if the commissions paid over representative periods of time were reasonable in
relation to the benefits inuring to the Portfolio. OTC purchases and sales by a
Portfolio are transacted directly with principal market makers except in those
cases in which better prices and executions may be obtained elsewhere.
 
                                       36
<PAGE>
    For the periods indicated, the Portfolios directed portfolio transactions to
brokers chosen because they provide research and analysis, for which the
Portfolios paid the following in brokerage commissions:
 
   
<TABLE>
<CAPTION>
                                                 AMOUNT OF                                           BROKERAGE
                                           PORFOLIO TRANSACTIONS                                 COMMISSIONS PAID
                             -------------------------------------------------   -------------------------------------------------
                              FISCAL YEAR     FISCAL YEAR    PERIOD AUGUST 24,    FISCAL YEAR     FISCAL YEAR    PERIOD AUGUST 24,
                                 ENDED           ENDED         1995* THROUGH         ENDED           ENDED         1995* THROUGH
PORTFOLIO                    JULY 31, 1998   JULY 31, 1997     JULY 31, 1996     JULY 31, 1998   JULY 31, 1997     JULY 31, 1996
- ---------------------------  -------------   -------------   -----------------   -------------   -------------   -----------------
<S>                          <C>             <C>             <C>                 <C>             <C>             <C>
PACE Money Market
 Investments...............   $               $         0       $         0       $                $      0           $     0
PACE Government Securities
 Fixed Income
 Investments...............                             0                 0                               0                 0
PACE Intermediate Fixed
 Income Investments........                             0                 0                               0                 0
PACE Strategic Fixed Income
 Investments...............                             0                 0                               0                 0
PACE Municipal Fixed Income
 Investments...............                             0                 0                               0                 0
PACE Global Fixed Income
 Investments...............                             0                 0                               0                 0
PACE Large Company Value
 Equity Investments........                    18,270,107        93,279,524                          21,659            90,203
PACE Large Company Growth
 Equity Investments........                    21,091,153         3,967,720                          25,827             5,904
PACE Small/Medium Company
 Value Equity
 Investments...............                    11,759,079         4,695,962                          45,141            21,746
PACE Small/Medium Company
 Growth Equity
 Investments...............                    75,104,685                 0                         136,584                 0
PACE International Equity
 Investments...............                             0                 0                               0                 0
PACE International Emerging
 Markets Equity
 Investments...............       278,082         155,236                 0             8,138         1,006                 0
</TABLE>
    
 
- ------------------------------
 
* Commencement of operations.
 
    To the extent consistent with applicable provisions of the 1940 Act and the
rules and exemptions adopted by the SEC under the 1940 Act, the board of
trustees has determined that transactions for a Portfolio may be executed
through PaineWebber and other affiliated broker-dealers if, in the judgment of
the Adviser, the use of an affiliated broker-dealer is likely to result in price
and execution at least as favorable as those of other qualified broker-dealers,
and if, in the transaction, the affiliated broker-dealer charges the Portfolio a
fair and reasonable rate.
 
    For the periods indicated, the Portfolios paid to PaineWebber the following
in brokerage commissions:
   
<TABLE>
<CAPTION>
                                                                                                 PERCENTAGE OF TOTAL
                                                    BROKERAGE COMMISSIONS                         COMMISSIONS PAID
                                                       TO PAINEWEBBER                               BY PORTFOLIO
                                          -----------------------------------------   -----------------------------------------
                                          FISCAL YEAR   FISCAL YEAR   PERIOD AUGUST   FISCAL YEAR   FISCAL YEAR   PERIOD AUGUST
                                             ENDED         ENDED           24,           ENDED         ENDED           24,
                                           JULY 31,      JULY 31,     1995* THROUGH    JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                                    1998          1997       JULY 31, 1996      1998          1997       JULY 31, 1996
- ----------------------------------------  -----------   -----------   -------------   -----------   -----------   -------------
<S>                                       <C>           <C>           <C>             <C>           <C>           <C>
PACE Money Market Investments...........  $                    $0             $0               %            0%             0%
PACE Government Securities Fixed Income
 Investments............................                        0              0                            0              0
 
<CAPTION>
                                                        PERCENTAGE OF
                                                      AGGREGATE DOLLAR
                                                   AMOUNT OF TRANSACTIONS
                                                    INCLUDING THE PAYMENT
                                                       OF COMMISSIONS
                                          -----------------------------------------
                                          FISCAL YEAR   FISCAL YEAR   PERIOD AUGUST
                                             ENDED         ENDED           24,
                                           JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                                    1998          1997       JULY 31, 1996
- ----------------------------------------  -----------   -----------   -------------
<S>                                       <C>           <C>           <C>
PACE Money Market Investments...........           %            0%             0%
PACE Government Securities Fixed Income
 Investments............................                        0              0
</TABLE>
    
 
                                       37
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                 PERCENTAGE OF TOTAL
                                                    BROKERAGE COMMISSIONS                         COMMISSIONS PAID
                                                       TO PAINEWEBBER                               BY PORTFOLIO
                                          -----------------------------------------   -----------------------------------------
                                          FISCAL YEAR   FISCAL YEAR   PERIOD AUGUST   FISCAL YEAR   FISCAL YEAR   PERIOD AUGUST
                                             ENDED         ENDED           24,           ENDED         ENDED           24,
                                           JULY 31,      JULY 31,     1995* THROUGH    JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                                    1998          1997       JULY 31, 1996      1998          1997       JULY 31, 1996
- ----------------------------------------  -----------   -----------   -------------   -----------   -----------   -------------
<S>                                       <C>           <C>           <C>             <C>           <C>           <C>
PACE Intermediate Fixed Income
 Investments............................                        0              0                            0              0
PACE Strategic Fixed Income
 Investments............................                        0              0                            0              0
PACE Municipal Fixed Income
 Investments............................                        0              0                            0              0
PACE Global Fixed Income Investments....                        0              0                            0              0
PACE Large Company Value Equity
 Investments............................                        0              0                            0              0
PACE Large Company Growth Equity
 Investments............................                        0          1,026                            0           1.90
PACE Small/Medium Company Value Equity
 Investments............................                        0              0                            0              0
PACE Small/Medium Company Growth Equity
 Investments............................                        0            660                            0           0.65
PACE International Equity Investments...                        0              0                            0              0
PACE International Emerging Markets
 Equity Investments.....................          0             0              0              0             0              0
 
<CAPTION>
                                                        PERCENTAGE OF
                                                      AGGREGATE DOLLAR
                                                   AMOUNT OF TRANSACTIONS
                                                    INCLUDING THE PAYMENT
                                                       OF COMMISSIONS
                                          -----------------------------------------
                                          FISCAL YEAR   FISCAL YEAR   PERIOD AUGUST
                                             ENDED         ENDED           24,
                                           JULY 31,      JULY 31,     1995* THROUGH
PORTFOLIO                                    1998          1997       JULY 31, 1996
- ----------------------------------------  -----------   -----------   -------------
<S>                                       <C>           <C>           <C>
PACE Intermediate Fixed Income
 Investments............................                        0              0
PACE Strategic Fixed Income
 Investments............................                        0              0
PACE Municipal Fixed Income
 Investments............................                        0              0
PACE Global Fixed Income Investments....                        0              0
PACE Large Company Value Equity
 Investments............................                        0              0
PACE Large Company Growth Equity
 Investments............................                        0           0.45
PACE Small/Medium Company Value Equity
 Investments............................                        0              0
PACE Small/Medium Company Growth Equity
 Investments............................                        0           1.41
PACE International Equity Investments...                        0              0
PACE International Emerging Markets
 Equity Investments.....................          0             0              0
</TABLE>
    
 
- ------------------------------
 
* Commencement of operations.
 
    No Portfolio will purchase any security, including U.S. government
securities or municipal securities, during the existence of any underwriting or
selling group relating thereto of which PaineWebber is a member, except to the
extent permitted by the SEC.
 
    Transactions in futures contracts are executed through futures commission
merchants ("FCMs") who receive brokerage commissions for their services. The
Portfolios' procedures in selecting FCMs to execute transactions in futures
contracts, including procedures permitting the use of an affiliated FCM,
including PaineWebber and its affiliates, are similar to those in effect with
respect to brokerage transactions in securities. For the fiscal year ended July
31, 1997, and for the period August 24, 1995 (commencement of operations)
through July 31, 1996, PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS paid
$0 and $644, respectively, in commissions to FCMs. For the fiscal year ended
July 31, 1997, and for the period August 24, 1995 (commencement of operations)
through July 31, 1996, PACE STRATEGIC FIXED INCOME INVESTMENTS paid $0 and $914,
respectively, in commissions to FCMs. For the fiscal year ended July 31, 1997,
and for the period August 24, 1995 (commencement of operations) through July 31,
1996, PACE LARGE COMPANY VALUE EQUITY INVESTMENTS paid $2,180 and $0,
respectively, in commissions to FCMs. During those same periods, with respect to
the other Portfolios, no commissions were paid to FCMs.
 
    Research services furnished by dealers or brokers with or through which a
Portfolio effects securities transactions may be used by Mitchell Hutchins or an
Adviser in advising other funds or accounts and, conversely, research services
furnished to Mitchell Hutchins or an Adviser by dealers or brokers in connection
with other funds or accounts Mitchell Hutchins or an Adviser advises may be used
by Mitchell Hutchins or an Adviser in advising the Portfolios over which
Mitchell Hutchins or the Adviser has investment discretion.
 
                                       38
<PAGE>
Information and research received from such brokers or dealers will be in
addition to, and not in lieu of, the services required to be performed by
Mitchell Hutchins or the Advisers under the Management Agreement and Advisory
Agreements.
 
PORTFOLIO TURNOVER
 
    PACE MONEY MARKET INVESTMENTS may attempt to increase yields by trading to
take advantage of short-term market variations, which results in high portfolio
turnover. Because purchases and sales of money market instruments are usually
effected as principal transactions, this policy does not result in high
brokerage commissions to the Portfolio. The other Portfolios do not intend to
seek profits through short-term trading. Nevertheless, the Portfolios will not
consider portfolio turnover rate as a limiting factor in making investment
decisions.
 
    A Portfolio's turnover rate is calculated by dividing the lesser of
purchases or sales of its portfolio securities for the year by the monthly
average value of the portfolio securities. Securities or options with remaining
maturities of one year or less on the date of acquisition are excluded from the
calculation. Under certain market conditions, a Portfolio authorized to engage
in transactions in options may experience increased portfolio turnover as a
result of its investment strategies. For instance, the exercise of a substantial
number of options written by a Portfolio (due to appreciation of the underlying
security in the case of call options or depreciation of the underlying security
in the case of put options) could result in a turnover rate in excess of 100%. A
portfolio turnover rate of 100% would occur if all of a Portfolio's securities
that are included in the computation of turnover were replaced once during a
period of one year.
 
    Certain other practices that may be employed by a Portfolio also could
result in high portfolio turnover. For example, portfolio securities may be sold
in anticipation of a rise in interest rates (market decline) or purchased in
anticipation of a decline in interest rates (market rise) and later sold. In
addition, a security may be sold and another comparable quality purchased at
approximately the same time to take advantage of what an Adviser believes to be
a temporary disparity in the normal yield relationship between the two
securities. These yield disparities may occur for reasons not directly related
to the investment quality of particular issues or the general movement of
interest rates, such as changes in the overall demand for, or supply of, various
types of securities.
 
    Portfolio turnover rates may vary greatly from year to year as well as
within a particular year and may be affected by cash requirements for
redemptions of a Portfolio's shares as well as by requirements that enable the
Portfolio to receive favorable tax treatment.
 
    The following table sets forth the portfolio turnover rates for each
Portfolio for the periods indicated:
 
   
<TABLE>
<CAPTION>
                                                                         PORTFOLIO TURNOVER RATES
                                                                    ----------------------------------
                                                                      FISCAL YEAR       FISCAL YEAR      PERIOD AUGUST 24,
                                                                         ENDED             ENDED           1995* THROUGH
PORTFOLIO                                                            JULY 31, 1998     JULY 31, 1997       JULY 31, 1996
- ------------------------------------------------------------------  ----------------  ----------------  --------------------
<S>                                                                 <C>               <C>               <C>
PACE Money Market Investments.....................................              %                0%                  0%
PACE Government Securities Fixed Income Investments...............                             712%                978%
PACE Intermediate Fixed Income Investments........................                              67%                 36%
PACE Strategic Fixed Income Investments...........................                             357%                166%
PACE Municipal Fixed Income Investments...........................                              15%                 78%
PACE Global Fixed Income Investments..............................                             270%                197%
PACE Large Company Value Equity Investments.......................                              46%                 38%
PACE Large Company Growth Equity Investments......................                              73%                 65%
</TABLE>
    
 
                                       39
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                    PORTFOLIO TURNOVER RATES
                                                                    --------------------------------------------------------
                                                                      FISCAL YEAR       FISCAL YEAR      PERIOD AUGUST 24,
                                                                         ENDED             ENDED           1995* THROUGH
PORTFOLIO                                                            JULY 31, 1998     JULY 31, 1997       JULY 31, 1996
- ------------------------------------------------------------------  ----------------  ----------------  --------------------
<S>                                                                 <C>               <C>               <C>
PACE Small/Medium Company Value Equity Investments................                              39%                 30%
PACE Small/Medium Company Growth Equity Investments...............                             247%                115%
PACE International Equity Investments.............................                              55%                 25%
PACE International Emerging Markets Equity Investments............                              39%                 22%
</TABLE>
    
 
- ------------------------
 
* Commencement of operations.
 
                 ADDITIONAL EXCHANGE AND REDEMPTION INFORMATION
 
    As discussed in the Prospectus, shares of each Portfolio may be exchanged
without payment of any exchange fee for shares of another Portfolio at their
respective net asset values. Portfolio shares, however, are not exchangeable
with shares of other PaineWebber mutual funds. Shareholders will receive at
least 60 days' notice of any termination or material modification of the
exchange offer, except no notice need be given if, under extraordinary
circumstances, either redemptions are suspended under the circumstances
described below or a Portfolio temporarily delays or ceases the sales of its
shares because it is unable to invest amounts effectively in accordance with the
Portfolio's investment objectives, policies and restrictions.
 
    If conditions exist that make cash payments undesirable, each Portfolio
reserves the right to honor any request for redemption by making payment in
whole or in part in securities chosen by the Portfolio and valued in the same
way as they would be valued for purposes of computing the Portfolio's net asset
value. If payment is made in securities, a shareholder may incur brokerage
expenses in converting these securities into cash. The Trust has elected,
however, to be governed by Rule 18f-1 under the 1940 Act, under which a
Portfolio is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Portfolio during any 90-day period
for one shareholder. This election is irrevocable unless the SEC permits its
withdrawal. A Portfolio may suspend redemption privileges or postpone the date
of payment during any period (1) when the NYSE is closed or trading on the NYSE
is restricted as determined by the SEC, (2) when an emergency exists, as defined
by the SEC, that makes it not reasonably practicable for the Portfolio to
dispose of securities owned by it or fairly to determine the value of its assets
or (3) as the SEC may otherwise permit. The redemption price may be more or less
than the shareholder's cost, depending on the market value of a Portfolio's
portfolio at the time.
 
                              VALUATION OF SHARES
 
   
    Each Portfolio determines its net asset value per share as of the close of
regular trading (currently 4:00 p.m., eastern time) on the NYSE on each Monday
through Friday when the NYSE is open. Currently, the NYSE is closed on the
observance of 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 and on the preceding Friday or subsequent
Monday when one of these holidays falls on a Saturday or Sunday, respectively.
    
 
    Securities that are listed on U.S. and foreign stock exchanges are valued at
the last sale price on the day the securities are valued or, lacking any sales
on such day, at the last available bid price. In cases where securities are
traded on more than one exchange, the securities are generally valued on the
exchange
 
                                       40
<PAGE>
considered by Mitchell Hutchins or the applicable Adviser as the primary market.
Securities traded in the OTC market and listed on the The Nasdaq Stock Market,
Inc. ("Nasdaq") are valued at the last available trade price on Nasdaq at 4:00
p.m., eastern time; other OTC securities are valued at the last bid price
available prior to valuation (other than short-term investments that mature in
60 days or less which are valued as described further below). Securities and
assets for which market quotations are not readily available are valued at fair
value as determined in good faith by or under the direction of the Trust's board
of trustees. In valuing lower rated corporate debt securities it should be
recognized that judgment often plays a greater role in valuing non-investment
grade debt securities than is the case with respect to securities for which a
broader range of dealer quotations and last-sale information is available. All
investments quoted in foreign currency are valued daily in U.S. dollars on the
basis of the foreign currency exchange rate prevailing at the time such
valuation is determined by the Portfolios' custodian. The amortized cost method
of valuation generally is used to value debt obligations with 60 days or less
remaining until maturity, unless the board of trustees determines that this does
not represent fair value.
 
    Foreign currency exchange rates are generally determined prior to the close
of trading on the NYSE. Occasionally events affecting the value of foreign
investments and such exchange rates occur between the time at which they are
determined and the close of trading on the NYSE, which events will not be
reflected in the computation of a Portfolio's net asset value on that day. If
events materially affecting the value of such investments or currency exchange
rates occur during such time period, the investments will be valued at their
fair value as determined in good faith by or under the direction of the Trust's
board of trustees. The foreign currency exchange transaction of a Portfolio
conducted on a spot (that is, cash) basis are valued at the spot rate for
purchasing or selling currency prevailing on the foreign exchange market. This
rate under normal market conditions differs from the prevailing exchange rate in
an amount generally less than one-tenth of one percent due to the costs of
converting from one currency to another.
 
    PACE MONEY MARKET INVESTMENTS values its portfolio securities in accordance
with the amortized cost method of valuation under Rule 2a-7 (the "Rule") under
the 1940 Act. To use amortized cost to value its portfolio securities, the
Portfolio must adhere to certain conditions under the Rule relating to the
Portfolio's investments, some of which are discussed in the Prospectus and this
Statement of Additional Information. Amortized cost is an approximation of
market value of an instrument, whereby the difference between its acquisition
cost and value at maturity is amortized on a straight-line basis over the
remaining life of the instrument. The effect of changes in the market value of a
security as a result of fluctuating interest rates is not taken into account and
thus the amortized cost method of valuation may result in the value of a
security being higher or lower than its actual market value. If a large number
of redemptions take place at a time when interest rates have increased, the
Portfolio might have to sell portfolio securities prior to maturity and at a
price that might not be desirable.
 
    The board of trustees of the Trust has established procedures ("Procedures")
for the purpose of maintaining a constant net asset value of $1.00 per share for
PACE MONEY MARKET INVESTMENTS, which include a review of the extent of any
deviation of net asset value per share, based on available market quotations,
from the $1.00 amortized cost per share. If that deviation exceeds 1/2 of 1% for
any Portfolio, the board of trustees will promptly consider whether any action
should be initiated to eliminate or reduce material dilution or other unfair
results to shareholders. Such action may include redeeming shares in kind,
selling portfolio securities prior to maturity, reducing or withholding
dividends and utilizing a net asset value per share as determined by using
available market quotations. PACE MONEY MARKET INVESTMENTS will maintain a
dollar-weighted average portfolio maturity of 90 days or less and except as
otherwise indicated herein will not purchase any instrument with a remaining
maturity greater than 13 months, will limit portfolio investments,
 
                                       41
<PAGE>
including repurchase agreements, to those U.S. dollar-denominated instruments
that are of high quality under the Rule and that the Mitchell Hutchins
determines (pursuant to delegated authority from the board of trustees) present
minimal credit risks and will comply with certain reporting and recordkeeping
procedures. There is no assurance that a constant net asset value per share will
be maintained. If amortized cost ceases to represent fair value, the board will
take appropriate action.
 
    In determining the approximate market value of portfolio investments, each
Portfolio may employ outside organizations, which may use a matrix or formula
method that takes into consideration market indices, matrices, yield curves and
other specific adjustments. This may result in the securities being valued at a
price different from the price that would have been determined had the matrix or
formula method not been used. All cash, receivables and current payables are
carried at their face value. Other assets, if any, are valued at fair value as
determined in good faith by or under the direction of the board of trustees.
 
                            PERFORMANCE INFORMATION
 
    Each Portfolio's performance data quoted in advertising and other
promotional materials ("Performance Advertisements") represent past performance
and are not intended to indicate future performance. The investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.
 
    TOTAL RETURN CALCULATIONS. Average annual total return quotes ("Standardized
Return") used in a Portfolio's Performance Advertisements are calculated
according to the following formula:
 
<TABLE>
<S>                             <C>  <C>
    P(1 + T)to the power of n   =    ERV
where:    P                     =    a hypothetical initial payment of $1,000
                                     to purchase shares of a Portfolio
          T                     =    average annual total return of shares of
                                     that Portfolio
          n                     =    number of years
          ERV                   =    ending redeemable value of a
                                     hypothetical $1,000 payment made at the
                                     beginning of that period.
</TABLE>
 
    Under the foregoing formula, the time periods used in Performance
Advertisements will be based on rolling calendar quarters, updated to the last
day of the most recent quarter prior to submission of the Performance
Advertisements for publication. Total return, or "T" in the formula above, is
computed by finding the average annual change in the value of an initial $1,000
investment over the period. All dividends and other distributions are assumed to
have been reinvested at net asset value.
 
    Each Portfolio also may refer in Performance Advertisements to total return
performance data that are not calculated according to the formula set forth
above ("Non-Standardized Return"). A Portfolio calculates Non-Standardized
Return for specified periods of time by assuming an investment of $1,000 in
Portfolio shares and assuming the reinvestment of all dividends and other
distributions. The rate of return is determined by subtracting the initial value
of the investment from the ending value and by dividing the remainder by the
initial value.
 
    YIELD. Yields used in a Portfolio's Performance Advertisements, except for
those given for PACE MONEY MARKET INVESTMENTS, are calculated by dividing the
Portfolio's interest and dividend income attributable to the Portfolio's shares
for a 30-day period ("Period"), net of expenses attributable to such Portfolio,
by the
 
                                       42
<PAGE>
average number of shares of such Portfolio entitled to receive dividends during
the Period and expressing the result as an annualized percentage (assuming
semi-annual compounding) of the net asset value per share at the end of the
Period. Yield quotations are calculated according to the following formula:
 
    YIELD = 2[( a - b + 1)to the power of 6    - 1]
               -----
                 cd
 
<TABLE>
<S>        <C>        <C>        <C>
                                 interest and other income earned during the period attributable to a
where:     a          =          Portfolio
                                 expenses accrued for the Period attributable to a Portfolio (net of
           b          =          reimbursements)
                                 the average daily number of shares of a Portfolio outstanding during the
           c          =          period that were entitled to receive dividends
           d          =          the net asset value per share on the last day of the Period
</TABLE>
 
    Except as noted below, in determining interest and dividend income earned
during the Period (a variable in the above formula), a Portfolio calculates
interest earned on each debt obligation held by it during the Period by (1)
computing the obligation's yield to maturity, based on the market value of the
obligation (including actual accrued interest) on the last business day of the
Period or, if the obligation was purchased during the Period, the purchase price
plus accrued interest and (2) dividing the yield to maturity by 360, and
multiplying the resulting quotient by the market value of the obligation
(including actual accrued interest) to determine the interest income on the
obligation for each day of the period that the obligation is in the portfolio.
Once interest earned is calculated in this fashion for each debt obligation held
by the Portfolio, interest earned during the Period is then determined by
totalling the interest earned on all debt obligations. For purposes of these
calculations, the maturity of an obligation with one or more call provisions is
assumed to be the next date on which the obligation reasonably can be expected
to be called or, if none, the maturity date.
 
    Tax exempt-yield for PACE MUNICIPAL FIXED INCOME INVESTMENTS is calculated
according to the same formula except the variable "a" equals interest exempt
from federal income tax earned during the Period. This tax-exempt yield may then
be translated into tax-equivalent yield according to the following formula:
 
                             TAX EQUIVALENT YIELD =  (  e  ) + t
                                                     -----
                                                     1-p
 
E          =          tax-exempt yield of the Portfolio
p          =          stated income tax rate
t          =          taxable yield of the Portfolio
 
    The tax-equivalent yield of PACE MUNICIPAL FIXED INCOME INVESTMENTS assumes
a 39.6% effective federal tax rate.
 
    PACE MONEY MARKET INVESTMENTS computes its yield and effective yield
quotations using standardized methods required by the SEC. The Portfolio from
time to time advertises (1) its current yield based on a recently ended
seven-day period, computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from that shareholder account, dividing the difference by
the value of the account at the beginning of the base period to obtain the base
period return, and then multiplying the base period return by (365/7), with the
resulting yield figure carried to at least the
 
                                       43
<PAGE>
nearest hundredth of one percent, and (2) its effective yield based on the same
seven-day period by compounding the base period return by adding 1, raising the
sum to a power equal to (365/7), and subtracting 1 from the result, according to
the following formula:
 
    EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)    365/7] - 1
 
    Yield may fluctuate daily and does not provide a basis for determining
future yields. Because the yield of each Portfolio fluctuates, it cannot be
compared with yields on savings accounts or other investment alternatives that
provide an agreed to or guaranteed fixed yield for a stated period of time.
However, yield information may be useful to an investor considering temporary
investments in money market instruments. In comparing the yield of one money
market fund to another, consideration should be given to each Portfolio's
investment policies, including the types of investments made, the average
maturity of the portfolio securities and whether there are any special account
charges that may reduce the yield.
 
   
    OTHER INFORMATION.  In Performance Advertisements, each Portfolio may
compare its Standardized Return and/or their Non-Standardized Return with data
published by Lipper Analytical Services, Inc. ("Lipper"), CDA Investment
Technologies, Inc. ("CDA"), Wiesenberger Investment Companies Services
("Wiesenberger"), Investment Company Data, Inc. ("ICD"), or Morningstar Mutual
Funds ("Morningstar") or with the performance of appropriate recognized stock
and other indices, including (but not limited to) the Standard & Poor's 500
Composite Stock Price Index, the Dow Jones Industrial Average, the Wilshire 5000
Index, other Wilshire Associates equities indices, Frank Russell Company equity
indices, the Morgan Stanley Capital International Perspective Indices, the
Salomon Brothers World Government bond indices, the Lehman Brothers Bond
indices, Municipal Bond Buyers Indices, 90 day Treasury Bills, 30-year and
10-year U.S.Treasury Bonds and changes in the Consumer Price Index as published
by the U.S. Department of Commerce. The Portfolio also may refer in such
materials to mutual fund performance rankings and other data, such as
comparative asset, expense and fee levels, published by Lipper, CDA,
Wiesenberger, ICD or Morningstar. Performance Advertisements also may refer to
discussions of a Portfolio and comparative mutual fund data and ratings reported
in independent periodicals, including (but not limited to) THE WALL STREET
JOURNAL, MONEY MAGAZINE, FORBES, BUSINESS WEEK, FINANCIAL WORLD, BARRON'S,
FORTUNE, THE NEW YORK TIMES, THE CHICAGO TRIBUNE, THE WASHINGTON POST AND THE
KIPLINGER LETTERS. Ratings may include criteria relating to portfolio
characteristics in addition to performance information. In connection with a
ranking, a Portfolio may also provide additional information with respect to the
ranking, such as the particular category to which it relates, the number of
funds in the category, the criteria on which the ranking is based, and the
effect of sales charges, fee waivers and/or expense reimbursements. Each
Portfolio may include discussions or illustrations of the effects of compounding
in Performance Advertisements. "Compounding" refers to the fact that, if
dividends or other distributions on a Portfolio investment are reinvested by
being paid in additional Portfolio shares, any future income or capital
appreciation of the Portfolio would increase the value, not only of the original
Portfolio investment, but also of the additional Portfolio shares received
through reinvestment. As a result, the value of the Portfolio investment would
increase more quickly than if dividends or other distributions had been paid in
cash.
    
 
                                     TAXES
 
   
    ALL PORTFOLIOS.  Each Portfolio is treated as a separate corporation for
federal income tax purposes. In order to qualify for treatment as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
(the "Code"), each Portfolio must distribute to its shareholders for each
taxable year at least 90% of its investment company taxable income (consisting
generally of taxable net investment income,
    
 
                                       44
<PAGE>
   
net short-term capital gain and, for certain Portfolios, net gains from certain
foreign currency transactions) plus, in the case of PACE MUNICIPAL FIXED INCOME
INVESTMENTS, its net interest income excludable from gross income under section
103(a) of the Code ("Distribution Requirement") and must meet several additional
requirements. With respect to each Portfolio, these requirements include the
following: (1) the Portfolio must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or foreign
currencies, or other income (including gains from options, futures or forward
currency contracts) derived with respect to its business of investing in
securities or those currencies ("Income Requirement"); (2) the Portfolio must
derive less than 30% of its gross income each taxable year from the sale or
other disposition of securities, or any of the following, that were held for
less than three months--options or futures (other than those on foreign
currencies), or foreign currencies (or options, futures or forward contracts
thereon) that are not directly related to the Portfolio's principal business of
investing in securities (or options and futures with respect to securities)
("Short-Short Limitation"); (3) at the close of each quarter of the Portfolio's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. government securities, securities of other RICs and
other securities, with these other securities limited, in respect of any one
issuer, to an amount that does not exceed 5% of the value of the Portfolio's
total assets and that does not represent more than 10% of the issuer's
outstanding voting securities; and (4) at the close of each quarter of the
Portfolio's taxable year, not more than 25% of the value of its total assets may
be invested in securities (other than U.S. government securities or the
securities of other RICs) of any one issuer. Following the Portfolios' current
fiscal years ending July 31, 1998, the Portfolios will no longer be subject to
the Short-Short Limitation.
    
 
    Dividends and other distributions declared by a Portfolio in October,
November or December of any year and payable to shareholders of record on a date
in any of those months will be deemed to have been paid by the Portfolio and
received by the shareholders on December 31 of that year if the distributions
are paid by the Portfolio during the following January. Accordingly, those
distributions will be taxed to shareholders for the year in which that December
31 falls.
 
    A portion of the dividends from a Portfolio's investment company taxable
income (whether paid in cash or in additional Portfolio shares) may be eligible
for the dividends-received deduction allowed to corporations. The eligible
portion may not exceed the aggregate dividends received by a Portfolio from U.S.
corporations. However, dividends received by a corporate shareholder and
deducted by it pursuant to the dividends-received deduction are subject
indirectly to the alternative minimum tax.
 
    If shares of a Portfolio are sold at a loss after being held for six months
or less, the loss will be treated as long-term, instead of short-term, capital
loss to the extent of any capital gain distributions received on those shares.
Investors also should be aware that if shares are purchased shortly before the
record date for any dividend or capital gain distribution, the shareholder will
pay full price for the shares and receive some portion of the price back as a
taxable distribution.
 
    Dividends and interest received by certain Portfolios may be subject to
income, withholding or other taxes imposed by foreign countries and U.S.
possessions that would reduce the yield on their securities. Tax conventions
between certain countries and the United States may reduce or eliminate these
foreign taxes, however, and many foreign countries do not impose taxes on
capital gains in respect of investments by foreign investors. If more than 50%
of the value of a Portfolio's total assets at the close of its taxable year
consists of securities of foreign corporations, the Portfolio will be eligible
to, and may, file an election with the Internal Revenue Service that will enable
its shareholders, in effect, to receive the benefit of the foreign tax credit
with respect to any foreign and U.S. possessions income taxes paid by it.
Pursuant to the election, the Portfolio would treat those taxes as dividends
paid to its shareholders and each shareholder would be
 
                                       45
<PAGE>
required to (1) include in gross income, and treat as paid by the shareholder,
the shareholder's proportionate share of those taxes, (2) treat the
shareholder's share of those taxes and of any dividend paid by the Portfolio
that represents income from foreign or U.S. possessions sources as the
shareholder's own income from those sources, and (3) either deduct the taxes
deemed paid by the shareholder in computing the shareholder's taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit against the shareholder's federal income tax. Each Portfolio will report
to its shareholders shortly after each taxable year their respective shares of
the Portfolio's income from sources within, and taxes paid to, foreign countries
and U.S. possessions if it makes this election.
 
    Each Portfolio will be subject to a nondeductible 4% excise tax ("Excise
Tax") to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts.
 
    The use of hedging and option income strategies, such as writing (selling)
and purchasing options and futures and entering into forward currency contracts,
involves complex rules that will determine for income tax purposes the character
and timing of recognition of the gains and losses a Portfolio realizes in
connection therewith. Income from the disposition of foreign currencies (except
certain gains therefrom that may be excluded by future regulations), and income
from transactions in options, futures and forward contracts derived by a
Portfolio with respect to its business of investing in securities or foreign
currencies, will qualify as permissible income under the Income Requirement.
However, income from the disposition of options and futures (other than those on
foreign currencies) will be subject to the Short-Short Limitation if they are
held for less than three months. Income from the disposition of foreign
currencies, and options, futures and forward contracts on foreign currencies,
that are not directly related to a Portfolio's principal business of investing
in securities (or options and futures with respect to securities) also will be
subject to the Short-Short Limitation if they are held for less than three
months.
 
   
    A Portfolio's short sales against the box, if any, and transactions in
foreign currencies, forward contracts, options and futures contracts (including
options and futures contracts on foreign currencies) will be subject to special
provisions of the Code that, among other things, may affect the character of
gains and losses realized by the Portfolio (i.e., may affect whether gains or
losses are ordinary or capital), accelerate recognition of income to the
Portfolio and defer Portfolio losses. These rules could therefore affect the
character, amount and timing of distributions to shareholders. These provisions
also (a) will require the Portfolio to mark-to-market certain types of the
positions in its portfolio (i.e., treat them as if they were closed out) and (b)
may cause the Portfolio to recognize income without receiving cash with which to
pay dividends or make distributions in amounts necessary to satisfy the
distribution requirements for avoiding income and excise taxes. Each Portfolio
will monitor its transactions, will make the appropriate tax elections and will
make the appropriate entries in its books and records when it engages in a short
sale against the box or acquires any foreign currency, forward contract, option,
futures contract or hedged investment in order to mitigate the effect of these
rules and prevent disqualification of the Portfolio as a regulated investment
company.
    
 
    If a Portfolio satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Portfolio satisfies
the Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. Each
Portfolio will consider whether it should seek to qualify for this treatment for
its hedging transactions. To the extent a Portfolio does not qualify for this
treatment, it may be forced to defer the closing out of certain options, futures
and forward currency contracts beyond the time when it otherwise would be
advantageous to do so, in order for the Portfolio to qualify as a RIC.
 
                                       46
<PAGE>
    Certain Portfolios may acquire zero coupon Treasury securities, zero coupon
securities of corporate issuers, other securities issued with original issue
discount ("OID") and payment-in-kind ("PIK") securities. As the holder of such
securities, each such Portfolio would have to include in its gross income (1)
the OID that accrues on the securities during the taxable year, even if it
receives no corresponding payment on the securities during the year, and (2) the
securities it receives as "interest" on PIK securities. With respect to clause
(1) above, each Portfolio will elect similar treatment for securities purchased
at a discount from their face value ("market discount"). Because each Portfolio
annually must distribute substantially all of its investment company taxable
income, including any accrued OID, market discount and other non-cash income, in
order to satisfy the Distribution Requirement and avoid imposition of the Excise
Tax, a Portfolio may be required in a particular year to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives. Those distributions will be made from a Portfolio's cash assets or
from the proceeds of sales of portfolio securities, if necessary. A Portfolio
may realize capital gains or losses from those sales, which would increase or
decrease the Portfolio's investment company taxable income and/or net capital
gain (the excess of net long-term capital gain over net short-term capital
loss). In addition, any such gains may be realized on the disposition of
securities held for less than three months. Because of the Short-Short
Limitation, any such gains would reduce a Portfolio's ability to sell other
securities, or certain options, futures or forward currency contracts, held for
less than three months that it might wish to sell in the ordinary course of its
portfolio management.
 
    PACE INTERNATIONAL EQUITY INVESTMENTS AND PACE INTERNATIONAL EMERGING
MARKETS EQUITY INVESTMENTS.  Each of these Portfolios may invest in the stock of
"passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation that, in general, meets either of the following tests: (1) at least
75% of its gross income is passive or (2) an average of at least 50% of its
assets produce, or are held for the production of, passive income. Under certain
circumstances, a Portfolio will be subject to federal income tax on a portion of
any "excess distribution" received on the stock of a PFIC or of any gain on
disposition of such stock (collectively "PFIC income"), plus interest thereon,
even if the Portfolio distributes the PFIC income as a taxable dividend to its
shareholders. The balance of the PFIC income will be included in the Portfolio's
investment company taxable income and, accordingly, will not be taxable to it to
the extent that income is distributed to its shareholders. If a Portfolio
invests in a PFIC and elects to treat the PFIC as a "qualified electing fund"
("QEF") then in lieu of the foregoing tax and interest obligation, the Portfolio
will be required to include in income each year its pro rata share of the QEF's
annual ordinary earnings and net capital gain, even if they are not distributed
by the QEF to the Portfolio; those amounts likely would have to be distributed
by the Portfolio to satisfy the Distribution Requirement and avoid imposition of
the Excise Tax. In most instances it will be very difficult, if not impossible,
to make this election because of certain requirements thereof.
 
    Pursuant to proposed regulations and 1997 tax legislation, open-end RICs,
such as the Portfolios, would be entitled to elect to "mark-to-market" their
stock in certain PFICs. "Marking-to-market," in this context, means recognizing
as gain for each taxable year the excess, as of the end of that year, of the
fair market value of each such PFIC's stock over the owner's adjusted basis in
that stock (including mark-to-market gain for each prior year for which an
election was in effect).
 
    PACE MUNICIPAL FIXED INCOME INVESTMENTS.  Entities or other persons who are
"substantial users" (or persons related to "substantial users") of facilities
financed by IDBs or PABs should consult their tax advisers before purchasing
shares of this Portfolio because, for users of certain of these facilities, the
interest on those bonds is not exempt from federal income tax. For these
purposes, "substantial user" is defined to include a "non-exempt person" who
regularly uses in a trade or business a part of a facility financed from the
proceeds of IDBs or PABs.
 
                                       47
<PAGE>
    Up to 85% of social security and railroad retirement benefits may be
included in taxable income for recipients whose adjusted gross income (including
income from tax-exempt sources such as the Portfolio) plus 50% of their benefits
exceeds certain base amounts. Exempt-interest dividends from the Portfolio still
are tax-exempt to the extent described in the Prospectus; they are only included
in the calculations of whether a recipient's income exceeds the established
amounts.
 
    If shares of the Portfolio are sold at a loss after being held for six
months or less, the loss will be disallowed to the extent of any exempt-interest
dividends received on those shares and will be treated as long-term, instead of
short-term, capital loss to the extent of any capital gain distributions
received thereon.
 
    Although the Portfolio does not currently expect to invest in instruments
that generate taxable interest income, if it does so, under the circumstances
described in the Prospectus, the portion of any Portfolio dividend attributable
to the interest earned thereon will be taxable to the Portfolio's shareholders
as ordinary income to the extent of the Portfolio's earnings and profits, and
only the remaining portion will qualify as an exempt-interest dividend. The
respective portions will be determined by the "actual earned" method, under
which the portion of any dividend that qualifies as an exempt-interest dividend
may vary, depending on the relative proportions of tax-exempt and taxable
interest earned during the dividend period. Moreover, if the Portfolio realizes
capital gain as a result of market transactions, any distributions of the gain
will be taxable to its shareholders.
 
                               OTHER INFORMATION
 
    The name of the Trust is PaineWebber PACE Select Advisors Trust. The Trust
is organized as a Delaware business trust. Although Delaware law statutorily
limits the potential liabilities of a Delaware business trust's shareholders to
the same extent as it limits the potential liabilities of shareholders of a
Delaware corporation, shareholders of a Portfolio could, under certain conflicts
of laws jurisprudence in various states, be held personally liable for the
obligations of the Trust or a Portfolio. However, the Trust's Trust Instrument
disclaims shareholder liability for acts or obligations of the Trust or its
Portfolios and requires that notice of such disclaimer be given in each written
obligation made or issued by the trustees or by any officers or officer by or on
behalf of the Trust, the Portfolios, the trustees or any of them in connection
with the Trust. The Trust Instrument provides for indemnification from a
Portfolio's property for all losses and expenses of any Portfolio shareholder
held personally liable for the obligations of a Portfolio. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which a Portfolio itself would be unable to meet its
obligations, a possibility which Mitchell Hutchins believes is remote and not
material. Upon payment of any liability incurred by a shareholder solely by
reason of being or having been a shareholder of a Portfolio, the shareholder
paying such liability will be entitled to reimbursement from the general assets
of the Portfolio. The trustees intend to conduct the operations of the
Portfolios in such a way as to avoid, as far as possible, ultimate liability of
the shareholders for liabilities of the Portfolios.
 
    In the event any of the initial shares of a Portfolio are redeemed during
the five-year amortization period, the redemption proceeds will be reduced by a
PRO RATA portion of any unamortized deferred organizational expenses in the same
proportion as the number of initial shares being redeemed bears to the number of
initial shares outstanding at the time of redemption.
 
   
    COUNSEL.  The law firm of Willkie Farr & Gallagher, 787 Seventh Avenue, New
York, New York serves as counsel to the Trust. Willkie Farr & Gallagher also
acts as counsel to Mitchell Hutchins and PaineWebber in connection with other
matters.
    
 
    INDEPENDENT AUDITORS.  Ernst & Young LLP, 787 Seventh Avenue, New York, New
York, serves as the Trust's independent auditors.
 
                                       48
<PAGE>
                              FINANCIAL STATEMENTS
 
   
    The Trust's Annual Report to Shareholders for the fiscal year ended July 31,
1998 is a separate document supplied with this Statement of Additional
Information and the financial statements, accompanying notes and report of
independent auditors appearing therein are incorporated by reference in this
Statement of Additional Information.
    
 
                                       49
<PAGE>
                                    APPENDIX
 
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS
 
    Aaa.   Bonds which are rated "Aaa" are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as a "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues; Aa.
Bonds which are rated "Aa" are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present which make the long-term risks appear somewhat larger than the "Aaa"
securities; A. Bonds which are rated "A" possess many favorable investment
attributes and are considered as upper medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future;
Baa. Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well; Ba. Bonds which are rated "Ba"
are judged to have speculative elements; their future cannot be considered as
well-assured. Often the protection of interest and principal payments may be
very moderate, and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class; B.
Bonds which are rated "B" generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small; Caa.
Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest;
Ca. Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings;
C. Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
 
    NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from "Aa" through "B" in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
 
DESCRIPTION OF S&P CORPORATE DEBT RATINGS
 
    AAA.  An obligation rated "AAA" has the highest rating assigned by S&P.
Capacity to meet its financial commitment is extremely strong; AA. An obligation
rated "AA" differs from the higher rated issues only in small degree. The
obligor's capacity to meet its financial commitment on the obligation is very
strong; A. An obligation rated "A" is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong; BBB. An obligation rated "BBB"
exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation; BB, B, CCC, CC, C.
Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded as having
significant speculative
 
                                       50
<PAGE>
characteristics. "BB" indicates the lowest degree of speculation and "C" the
highest. While such debt will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major risk
exposures to adverse conditions; BB. An obligation rated "BB" is less vulnerable
to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions
which could lead to the obligor's inadequate capacity to meets its financial
commitment on the obligation; B. An obligation rated B is more vulnerable to
nonpayment than obligations rated BB, but the obligor currently has the capacity
to meet its financial commitment on the obligation. Adverse business, financial,
or economic conditions will likely impair the obligor's capacity or willingness
to meet its financial commitment on the obligation; CCC. An obligation rated
"CCC" is currently vulnerable to nonpayment and is dependent upon favorable
business, financial and economic conditions for the obligor to meet its
financial commitments on the obligation. In the event of adverse business,
financial, or economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation; CC. An obligation
rated "CC" is currently highly vulnerable to nonpayment; C. The "C" rating may
be used to cover a situation where a bankruptcy petition has been filed or
similar action has been taken, but payments on this obligation are being
continued; D. An obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
 
    Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.
 
    Nr.   This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk--such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
 
DESCRIPTION OF MOODY'S PREFERRED STOCK RATINGS
 
    "aaa".   An issue which is rated "aaa" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks; "aa". An issue
which is rated "aa" is considered a high-grade preferred stock. This rating
indicates that there is reasonable assurance that earnings and asset protection
will remain relatively well maintained in the foreseeable future; "a". An issue
which is rated "a" is considered to be an upper-medium grade preferred stock.
While risks are judged to be somewhat greater than in the "aaa" and "aa"
classification, earnings and asset protection are nevertheless expected to be
maintained at adequate levels; "baa". An issue which is rated "baa" is
considered to be medium grade preferred stock, neither highly protected nor
poorly secured. Earnings and asset protection appear adequate at present but may
be questionable over any great length of time; "ba". An issue which is rated
"ba" is considered to have speculative elements and its future cannot be
considered well assured. Earnings and asset protection may be very moderate and
not well safeguarded during adverse periods. Uncertainty of position
characterizes preferred stocks in this class; "b". An issue which is rated "b"
generally lacks the characteristics of a desirable investment. Assurance of
dividend payments and maintenance of other terms of the issue over any long
period of time may be small; "caa". An issue which is rated "caa" is likely to
be in arrears on dividend payments. This rating designation does not purport to
indicate the future status of payments; "ca". An issue which is rated "ca" is
speculative in a high
 
                                       51
<PAGE>
degree and is likely to be in arrears on dividends with little likelihood of
eventual payments; "c". This is the lowest rated class of preferred or
preference stock. Issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
 
    NOTE: Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification: the modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
 
DESCRIPTION OF S&P PREFERRED STOCK RATINGS
 
    "AAA".  This is the highest rating that may be assigned by S&P to a
preferred stock issue and indicates an extremely strong capacity to pay the
preferred stock obligations. "AA". A preferred stock issue rated "AA" also
qualifies as a high-quality fixed income security. The capacity to pay preferred
stock obligations is very strong, although not as overwhelming as for issues
rated "AAA"; "A". An issue rated "A" is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions; "BBB". An
issue rated "BBB" is regarded as backed by an adequate capacity to pay the
preferred stock obligations. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a preferred stock in
this category than for issues in the "A" category; "BB", "B", "CCC". Preferred
stocks rated "BB", "B" and "CCC" are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay preferred stock
obligations. "BB" indicates the lowest degree of speculation and "CCC" the
highest degree of speculation. While such issues will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.
 
    Plus (+) or Minus (-): To provide more detailed indications of preferred
stock quality, the ratings from "AA" to "CCC" may be modified by the addition of
a plus or minus sign to show relative standing within the major rating
categories.
 
DESCRIPTION OF MOODY'S SHORT-TERM DEBT RATINGS
 
    PRIME-1.  Issuers (or supporting institutions) rated PRIME-1 (P-1) have a
superior capacity for repayment of short-term promissory obligations. P-1
repayment capacity will normally be evidenced by many of the following
characteristics: Leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in earnings
coverage of fixed financial charges and high internal cash generation;
well-established access to a range of financial markets and assured sources of
alternate liquidity. PRIME-2. Issuers (or supporting institutions) rated PRIME-2
(P-2) have a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited above, but
to a lesser degree. Earnings trends and coverage ratios, while sound will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
 
DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS
 
    A.  Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety. A-1. This
designation indicates that the degree of safety regarding timely payment is
either overwhelming or very
 
                                       52
<PAGE>
strong. Those issues determined to possess overwhelming safety characteristics
are denoted with a plus (+) sign designation. A-2. Capacity for timely payment
on issues with this designation is strong. However, the relative degree of
safety is not as high as for issues designated "A-1". A-3. Issues carrying this
designation have a satisfactory capacity for timely payment. They are, however,
somewhat more vulnerable to the adverse effects of changes in circumstances than
obligations carrying the higher designations. B. Issues rated "B" are regarded
as having only an adequate capacity for timely payment. However, such capacity
may be damaged by changing conditions or short-term adversities.
 
DESCRIPTION OF MOODY'S FOUR HIGHEST MUNICIPAL BOND RATINGS
 
    Aaa.   Bonds rated Aaa are judged to be of the best quality and carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
 
    Aa.   Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the Aaa bonds because margins of protection may
not be as large as in Aaa securities, or fluctuation of protective elements may
be of greater amplitude, or there may be other elements present which made the
long-term risks appear somewhat larger than in Aaa securities.
 
    A.  Bonds rated A posess many favorable investment attributes and are
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
 
    Baa.   Bonds rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
 
DESCRIPTION OF S&P FOUR HIGHEST MUNICIPAL BOND RATINGS
 
    AAA.  An obligation rated AAA has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
 
    AA.  Obligations rated AA differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
 
    A.  An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
 
    BBB.  An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
 
                                       53
<PAGE>
DESCRIPTION OF MOODY'S RATINGS OF STATE AND MUNICIPAL NOTES AND OTHER SHORT-TERM
LOANS
 
    Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG" or, for variable or floating rate
obligations, "VMIG"). Such ratings recognize the differences between short-term
credit risk and long-term risk. Factors affecting the liquidity of the borrower
and short-term cyclical elements are critical in short-term ratings. Symbols
used will be as follows:
 
        MIG-1/VMIG-1. This designation denotes best quality. There is present
    strong protection by established cash flows, superior liquidity support or
    demonstrated broad-based access to the market for refinancing.
 
        MIG-2/VMIG-2. This designation denotes high quality. Margins of
    protection are ample although not so large as in the preceding group.
 
DESCRIPTION OF S&P RATINGS OF STATE AND MUNICIPAL NOTES AND OTHER SHORT-TERM
LOANS
 
        S&P TAX EXEMPT NOTE RATINGS ARE GENERALLY GIVEN TO SUCH NOTES THAT
    MATURE IN THREE YEARS OR LESS. THE TWO HIGHER RATING CATEGORIES ARE AS
    FOLLOWS:
 
        SP-1. Strong capacity to pay principal and interest. An issue determined
    to possess very strong characteristics are given a plus (+) designation.
 
        SP-2. Satisfactory capacity to pay principal and interest with some
    vulnerability to adverse financial and economic changes over the term of the
    notes.
 
                                       54
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    No person has been authorized to give any information or to make any
representations not contained in the Prospectus or in this Statement of
Additional Information in connection with the offering made by the Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Portfolios or their distributor. The
Prospectus and this Statement of Additional Information do not constitute an
offering by the Portfolios or by the distributor in any jurisdiction in which
such offering may not lawfully be made.
 
                                 --------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                    Page
                                                    -----
<S>                                              <C>
Investment Policies and Restrictions...........           1
Hedging and Related Strategies.................          16
Trustees and Officers; Principal Holders of
 Securities....................................          26
Investment Management, Advisory and
 Distribution Arrangements.....................          31
Portfolio Transactions.........................          35
Additional Exchange and Redemption
 Information...................................          40
Valuation of Shares............................          40
Performance Information........................          42
Taxes..........................................          44
Other Information..............................          48
Financial Statements...........................          49
Appendix.......................................          50
</TABLE>
    
 
   
- -RECYCLE SYMBOL- Recycled Paper
- -C- 1998 PaineWebber Incorporated
    
 
                                                         PaineWebber PACE Select
                                                                  Advisors Trust
 
                                             Statement of Additional Information
 
   
                                                                December 1, 1998
    
 
                                                                     PAINEWEBBER
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                           PART C. OTHER INFORMATION
 
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
 
(a) Financial Statements
 
   
    Incorporated in Part B of the Registration Statement by reference to the
    Annual Report for the period ended July 31, 1998 (to be filed by amendment)
    
 
(b) Exhibits:
 
   
<TABLE>
<CAPTION>
 (1)(a)    Certificate of Business Trust(1)
<S>        <C>
   (b)     Certificate of Amendment(1)
   (c)     Trust Instrument(1)
   (d)     Amended Trust Instrument(2)
   (e)     Certificate of Amendment (filed herewith)
 (2)(a)    By-Laws(1)
   (b)     Amended By-Laws(2)
 (3)       Voting trust agreement--None
 (4)       Specimen Security--None
 (5)(a)    Management Agreement(3)
   (b)     Sub-Advisory Agreements(3)
   (c)     Sub-Advisory Agreement with Rogge Global Partners plc dated as of August 28,
            1996(4)
   (d)     Sub-Advisory Agreement with Chancellor LGT Asset Management, Inc. dated as of
            October 31, 1996(5)
   (e)     Sub-Advisory Agreement with Delaware Management Company, Inc. dated as of December
            16, 1996(5)
   (f)     Sub-Advisory Agreement with Alliance Capital Management L.P. dated as of November
            10, 1997(6)
   (g)     Sub-Advisory Agreement with Brandywine Asset Management, Inc. dated as of January
            16, 1998. Incorporated by reference to Registrant's Form N-SAR, filed on April 1,
            1998, Accession No. 0000930007-98-000001.
 (6)(a)    Distribution Agreement(3)
   (b)     Dealer Agreement(3)
 (7)       Bonus, profit sharing or pension plans--None
 (8)       Form of Custodian Agreement(2)
 (9)       Transfer Agency Agreement(3)
(10)(a)    Opinion and consent of Kirkpatrick & Lockhart LLP(2)
   (b)     Consent of Willkie Farr & Gallagher(3)
(11)       Consent of Independent Auditors(7)
(12)       Financial statements omitted from prospectus--None
(13)       Letter of investment intent(2)
(14)       Prototype Retirement Plan--None
(15)       Plan pursuant to Rule 12b-1--None
(16)       Schedule for Computation of Performance Quotations--None
(17)       Financial Data Schedule(7)
</TABLE>
    
 
- ------------------------
 
(1) Incorporated by reference to Registration Statement on Form N-1A, File No.
    33-87254, filed December 9, 1994.
 
(2) Incorporated by reference to Registration Statement on Form N-1A, File No.
    33-87254, filed June 19, 1995.
 
(3) Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form N-1A, File No. 33-87254, filed February 23, 1996.
 
                                      C-1
<PAGE>
(4) Incorporated by reference to Post-Effective Amendment No. 2 to Registration
    Statement on Form N-1A, File No. 33-87254, filed October 16, 1996.
 
(5) Incorporated by reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-1A, File No. 33-87254, filed October 1, 1997.
 
   
(6) Incorporated by reference to Post-Effective Amendment No. 4 to Registration
    Statement on Form N-1A, File 33-87254, filed November 13, 1997.
    
 
   
(7) To be filed by amendment.
    
 
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
 
    None.
 
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
 
   
<TABLE>
<CAPTION>
                                                                                     NUMBER OF RECORD SHAREHOLDERS
    TITLE OF CLASS                                                                      AS OF OCTOBER 30, 1998
                                                                                     -----------------------------
<S>                                                                                  <C>
Shares of beneficial interest, par value $0.001 per share, in PACE Money Market
  Investments......................................................................
PACE Municipal Fixed Income Investments............................................
PACE Government Securities Fixed Income Investments................................
PACE Intermediate Fixed Income Investments.........................................
PACE Strategic 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.............................
</TABLE>
    
 
ITEM 27. INDEMNIFICATION
 
   
    Article IX, Section 2 of the PaineWebber PACE Select Advisors Trust Trust
Instrument ("Trust Instrument") provides that the Registrant will indemnify its
trustees, officers, employees, investment managers and administrators and
investment advisers to the fullest extent permitted by law against claims and
expenses asserted against or incurred by them by virtue of being or having been
a trustee, officer, employee, investment manager and administrator or investment
adviser; provided that (i) no such person shall be indemnified where there has
been an adjudication or other determination, as described in Article IX, that
such person is liable to the Registrant or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or did not act in good faith in
the reasonable belief that his or her action was in the best interest of the
Registrant, or (ii) no such person shall be indemnified where there has been a
settlement, unless there has been a determination that such person did not
engage in willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office; such determination
shall be made (A) by the court or other body approving the Settlement, (B) by
the vote of at least a majority of those trustees who are neither Interested
Persons of the trust nor are parties to the proceeding based upon a review of
readily available facts (as opposed to a full trial-type inquiry), or (C) by
written opinion of independent legal counsel based upon a review of readily
available facts (as opposed to a full trial-type inquiry).
    
 
                                      C-2
<PAGE>
    "Interested Person" has the meaning provided in the Investment Company Act
of 1940, as amended from time to time. Article IX, Section 2(c) of the Trust
Instrument also provides that the Registrant may maintain insurance policies
covering such rights of indemnification.
 
    Article IX, Section 1 of the Trust Instrument provides that the trustees and
officers of the Registrant (i) shall not be personally liable to any person
contracting with, or having a claim against, the Trust, and (ii) shall not be
liable for neglect or wrongdoing by them or any officer, agent, employee or
investment adviser of the Registrant, provided they have exercised reasonable
care and have acted under the reasonable belief that their actions are in the
best interest of the Registrant.
 
    Article X, Section 2 of the Trust Instrument provides that, subject to the
provisions of Article IX, the trustees shall not be liable for (i) errors of
judgment or mistakes of fact or law, or (ii) any act or omission made in
accordance with advice of counsel or other experts, or (iii) failure to follow
such advice, with respect to the meaning and operation of the Trust Instrument.
 
    Registrant undertakes to carry out all indemnification provisions of its
Trust Instrument and By-laws in accordance with Investment Company Act Release
No. 11330 (September 4, 1980) and successor releases.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be provided to trustees, officers and controlling
persons of the Trust, pursuant to the foregoing provisions or otherwise, the
Trust has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Trust of expenses
incurred or paid by a trustee, officer or controlling person of the Trust in
connection with the successful defense of any action, suit or proceeding or
payment pursuant to any insurance policy) is asserted against the Trust by such
trustee, officer or controlling person in connection with the securities being
registered, the Trust will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
 
    ALLIANCE CAPITAL MANAGEMENT L.P. ("Alliance") is a registered investment
adviser. Its sole general partner, Alliance Capital Management Corporation, is
an indirect wholly-owned subsidiary of The Equitable Life Assurance Society of
the United States ("Equitable"), a wholly-owned subsidiary of The Equitable
Companies Incorporated ("ECI"). ECI is a holding company controlled by AXA-UAP,
a French insurance and financial services holding company. AXA-UAP is controlled
directly and indirectly by FINAXA, a French holding company, and FINAXA is
controlled directly and indirectly by four French mutual insurance companies,
one of which, AXA Assurances I.A.R.D. Mutuelle, itself controls directly and
indirectly more than 25% of the voting power of FINAXA. As of June 30, 1997,
Equitable controlled directly and indirectly approximately 57% of the issued and
outstanding units representing assignments of beneficial ownership of limited
partnership interests in Alliance. Information on the officers and directors of
Alliance is included in its Form ADV filed with the Securities and Exchange
Commission (registration number 801-32361) and is incorporated herein by
reference.
 
   
    BRANDYWINE ASSET MANAGEMENT, INC. ("Brandywine") is a registered investment
adviser. On January 16, 1998, Brandywine was acquired by Legg Mason, Inc. ("Legg
Mason") in an exchange of stock. Legg Mason, based in Baltimore, Maryland, is a
holding company which provides securities brokerage, investment management and
investment banking services through its wholly owned subsidiaries. Prior to
acquiring Brandywine, Legg Mason had approximately $54 billion in assets under
management. As a result of the merger, Brandywine shareholders became
shareholders of Legg Mason, and Brandywine became a wholly owned subsidiary of
Legg Mason. Information on the officers and directors of Brandywine is
    
 
                                      C-3
<PAGE>
included in its Form ADV filed with the Securities and Exchange Commission
(registration number 801-27797) and is incorporated herein by reference.
 
   
    BRINSON PARTNERS, INC. ("Brinson Partners") is a registered investment
adviser. Gary P. Brinson is President and Managing Director of Brinson Partners.
Brinson Partners is indirectly wholly-owned by UBS AG ("UBS AG"). UBS AG, with
headquarters in Zurich, Switzerland, is an internationally diversified
organization with operations in many aspects of the financial services industry.
Information on the officers and directors of Brinson Partners is included in its
Form ADV filed with the Securities and Exchange Commission (registration number
801-34910) and is incorporated herein by reference.
    
 
    DELAWARE MANAGEMENT COMPANY, INC. ("Delaware") is a registered investment
adviser. Delaware is an indirect, wholly owned subsidiary of Lincoln National
Corporation ("Lincoln National"). 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.
As of December 31, 1996, Delaware and its affiliates, managed approximately $32
billion in assets and has been offering a wide array of investment services to
clients since its was established in 1972. Information on the officers and
directors of Delaware is included on its Form ADV filed with the Securities and
Exchange Commission (registration number 801-32108) and is incorporated herein
by reference.
 
   
    MARTIN CURRIE INC. ("Martin Currie") is a registered investment adviser. It
is a wholly owned subsidiary of Martin Currie Ltd., a UK money manager.
Information on the officers and directors of Martin Currie is included in its
Form ADV filed with the Securities and Exchange Commission (registration number
801-14261) and is incorporated herein by reference.
    
 
    MITCHELL HUTCHINS ASSET MANAGEMENT INC. ("Mitchell Hutchins") is a
registered investment adviser and is a wholly owned asset management subsidiary
of PaineWebber Incorporated ("PaineWebber"), which is in turn wholly owned by
Paine Webber Group Inc., a publicly owned financial services holding company.
Mitchell Hutchins is primarily engaged in the investment advisory business.
Information on the officers and directors of Mitchell Hutchins is included in
its Form ADV filed with the Securities and Exchange Commission (registration
number 801-13219) and is incorporated herein by reference.
 
    MORGAN GRENFELL CAPITAL MANAGEMENT, INCORPORATED ("MGCM") is a registered
investment adviser. All of the outstanding voting stock of MGCM is owned by
Morgan Grenfell Asset Management, Ltd., which is a wholly owned subsidiary of
Morgan Grenfell Group plc. Morgan Grenfell Group plc is an indirect wholly owned
subsidiary of Deutsche Bank AG, an international commercial and investment
banking group. Information on the officers and directors of MGCM is included in
its Form ADV filed with the Securities and Exchange Commission (registration
number 801-27291) and is incorporated herein by reference.
 
    PACIFIC INCOME ADVISERS, INC. ("PIA") is a registered investment adviser.
Lloyd McAdams and Heather U. Baines, who serve as Chairman and Chief Investment
Officer of PIA and President and Chief Executive Officer, respectively, own
PIA's voting securities, which makes each of them controlling persons of PIA.
Information on the officers and directors of PIA is included in its Form ADV
filed with the Securities and Exchange Commission (registration number
801-27828) and is incorporated herein by reference.
 
    PACIFIC INVESTMENT MANAGEMENT COMPANY ("PIMCO") is a registered investment
adviser. It is a subsidiary partnership of PIMCO Advisors L.P. ("PIMCO
Advisors"), a publicly held investment advisory firm. A majority interest in
PIMCO Advisors is held by PIMCO Partners, G.P., ("PIMCO Partners") a general
partnership between Pacific financial Asset Management Corporation, an indirect
wholly owned subsidiary of Pacific Mutual Life Insurance Company ("Pacific
Mutual"), and PIMCO Partners, L.P., a limited partnership controlled by the
PIMCO Managing Directors. Information on the officers and directors of PIMCO is
included in its Form ADV filed with the Securities and Exchange Commission
(registration number 801-7260) and is incorporated herein by reference.
 
    ROGGE GLOBAL PARTNERS PLC ("Rogge Global") is a registered investment
adviser. Rogge Global is a wholly owned subsidiary of United Asset Management
Corporation, a publicly held investment advisory firm listed on the New York
Stock Exchange. Information on the officers and directors of Rogge Global is
 
                                      C-4
<PAGE>
included in its Form ADV filed with the Securities and Exchange Commission
(registration number 801-25482) and is incorporated herein by reference.
 
   
    SCHRODER CAPITAL MANAGEMENT INTERNATIONAL INC. ("SCMI") is a registered
investment adviser. It is a wholly owned U.S. subsidiary of Schroders
Incorporated, the wholly owned U.S. holding company subsidiary of Schroders plc.
Schroders plc, which is listed on the London Stock Exchange, is the holding
parent of a large worldwide group of banks and financial services companies
(referred to as the "Schroder Group"), with associated companies and branch and
representative offices located in numerous countries worldwide. Information on
the officers and directors of SCMI is included in its Form ADV filed with the
Securities and Exchange Commission (registration number 801-15834) and is
incorporated herein by reference.
    
 
                                      C-5
<PAGE>
                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 5 to the Registrant's Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, in the State of New York, on the 30th day of September 1998.
    
 
   
                                PAINEWEBBER PACE SELECT ADVISORS TRUST
 
                                By             /s/ MARGO N. ALEXANDER
                                     ------------------------------------------
                                                Dianne E. O'Donnell
                                        VICE PRESIDENT, ASSISTANT SECRETARY
 
    
 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
   
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
    /s/ MARGO N. ALEXANDER
- ------------------------------  President and Trustee       September 30, 1998
     Margo N. Alexander*
 
      /s/ PAUL SCHUBERT         Vice President and
- ------------------------------    Treasurer (Chief          September 30, 1998
       Paul Schubert***           Financial Officer)
 
    /s/ DAVID J. BEAUBIEN
- ------------------------------  Trustee                     September 30, 1998
      David J. Beaubien*
 
     /s/ BRUCE A. BURSEY
- ------------------------------  Trustee                     September 30, 1998
      Bruce A. Bursey**
 
  /s/ E. GARRETT BEWKES, JR.
- ------------------------------  Trustee                     September 30, 1998
   E. Garrett Bewkes, Jr.*
 
  /s/ WILLIAM W. HEWITT, JR.
- ------------------------------  Trustee                     September 30, 1998
   William W. Hewitt, Jr.*
 
    /s/ MORTON L. JANKLOW
- ------------------------------  Trustee                     September 30, 1998
      Morton L. Janklow*
 
     /s/ J. RICHARD SIPES
- ------------------------------  Trustee                     September 30, 1998
      J. Richard Sipes*
 
     /s/ WILLIAM D. WHITE
- ------------------------------  Trustee                     September 30, 1998
      William D. White*
 
 /s/ M. CABELL WOODWARD, JR.
- ------------------------------  Trustee                     September 30, 1998
  M. Cabell Woodward, Jr.**
 
    
 
- ------------------------
 
  * Signatures affixed by Dianne E. O'Donnell pursuant to powers of attorney
    dated June 15, 1995, filed herewith.
 
 ** Signatures affixed by Dianne E. O'Donnell pursuant to powers of attorney
    dated February 22, 1996, filed herewith.
 
*** Signature affixed by Dianne E. O'Donnell pursuant to power of attorney dated
    September 30, 1997, filed herewith.
 
                                      C-6
<PAGE>
                               POWER OF ATTORNEY
 
    I, Bruce A. Bursey, Trustee of Managed Accounts Services Portfolio Trust
(the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne E.
O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
     /s/ BRUCE A. BURSEY
- ------------------------------           Trustee             February 22, 1996
       Bruce A. Bursey
 
                                      C-7
<PAGE>
                               POWER OF ATTORNEY
 
    I, M. Cabell Woodward Jr., Trustee of Managed Accounts Services Portfolio
Trust (the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne
E. O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
 /s/ M. CABELL WOODWARD, JR.
- ------------------------------           Trustee             February 22, 1996
   M. Cabell Woodward, Jr.
 
                                      C-8
<PAGE>
                               POWER OF ATTORNEY
 
    I, Margo N. Alexander, Trustee of Managed Accounts Services Portfolio Trust
(the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne E.
O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
    /s/ MARGO N. ALEXANDER
- ------------------------------           Trustee               June 15, 1995
      Margo N. Alexander
 
                                      C-9
<PAGE>
                               POWER OF ATTORNEY
 
    I, David J. Beaubien, Trustee of Managed Accounts Services Portfolio Trust
(the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne E.
O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
    /s/ DAVID J. BEAUBIEN
- ------------------------------           Trustee               June 15, 1995
      David J. Beaubien
 
                                      C-10
<PAGE>
                               POWER OF ATTORNEY
 
    I, E. Garrett Bewkes, Jr., Trustee of Managed Accounts Services Portfolio
Trust (the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne
E. O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
  /s/ E. GARRETT BEWKES, JR.
- ------------------------------  Trustee                     June 15, 1995
    E. Garrett Bewkes, Jr.
 
                                      C-11
<PAGE>
                               POWER OF ATTORNEY
 
    I, William W. Hewitt, Jr., Trustee of Managed Accounts Services Portfolio
Trust (the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne
E. O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
  /s/ WILLIAM W. HEWITT, JR.
- ------------------------------           Trustee               June 15, 1995
    William W. Hewitt, Jr.
 
                                      C-12
<PAGE>
                               POWER OF ATTORNEY
 
    I, Morton L. Janklow, Trustee of Managed Accounts Services Portfolio Trust
(the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne E.
O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
    /s/ MORTON L. JANKLOW
- ------------------------------  Trustee                     June 15, 1995
      Morton L. Janklow
 
                                      C-13
<PAGE>
                               POWER OF ATTORNEY
 
    I, J. Richard Sipes, Trustee of Managed Accounts Services Portfolio Trust
(the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne E.
O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
     /s/ J. RICHARD SIPES
- ------------------------------  Trustee                     June 15, 1995
       J. Richard Sipes
 
                                      C-14
<PAGE>
                               POWER OF ATTORNEY
 
    I, William D. White, Trustee of Managed Accounts Services Portfolio Trust
(the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne E.
O'Donnell, Gregory K. Todd, Joan L. Cohen and Jon S. Rand, and each of them
singly, my true and lawful attorneys, with full power to them to sign for me,
and in my capacity as Trustee for the Trust, any and all amendments to each of
the particular registration statements of the Trust, and all instruments
necessary or desirable in connection therewith, filed with the Securities and
Exchange Commission, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to said registration
statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
     /s/ WILLIAM D. WHITE
- ------------------------------  Trustee                     June 15, 1995
       William D. White
 
                                      C-15
<PAGE>
                               POWER OF ATTORNEY
 
    I, Paul Schubert, Treasurer of Managed Accounts Services Portfolio Trust
(the "Trust"), hereby constitute and appoint Victoria E. Schonfeld, Dianne E.
O'Donnell and Jon S. Rand, and each of them singly, my true and lawful
attorneys, with full power to them to sign for me, and in my capacity as
Treasurer for the Trust, any and all amendments to each of the particular
registration statements of the Trust, and all instruments necessary or desirable
in connection therewith, filed with the Securities and Exchange Commission,
hereby ratifying and confirming my signature as it may be signed by said
attorneys to any and all amendments to said registration statements.
 
    Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.
 
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------
 
      /s/ PAUL SCHUBERT
- ------------------------------          Treasurer           September 30, 1997
        Paul Schubert
 
                                      C-16

<PAGE>

                                                                 EXHIBIT 99.1(E)



                            CERTIFICATE OF AMENDMENT
                                       OF
                   MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST

 

    This Certificate of Amendment ("Certificate") is filed in accordance with
the provisions of the Delaware Business Trust Act (12 Del. Code Ann. Tit. 12
Section 3801 ET SEQ.) and sets forth the following:

 

    1.  The name of the trust is: Managed Accounts Services Portfolio Trust
       ("Trust").

 

    2.  The Trust's Certificate of Trust is hereby amended to change the name of
       the Trust to PaineWebber PACE Select Advisors Trust.

 

    3.  This Certificate shall be effective on December 1, 1997.

 

    IN WITNESS WHEREOF, the undersigned, being a Trustee, has executed this
Certificate on this 26th day of November, 1997.

 

                                                  /s/ MARGO N. ALEXANDER
 
                                            ---------------------------------
                                                  Margo N. Alexander, as
                                               Trustee and not individually

 

                                          Address:1285 Avenue of the Americas
                                                New York, New York 10019

 

STATE OF NEW YORK                                                ss
CITY OF NEW YORK

 

    Before me this 26th day of November, 1997, personally appeared the
above-named Margo N. Alexander, known to me to be the person who executed the
foregoing instrument and who acknowledged that she executed the same.

 

                                                     /s/ ILENE SHORE
 
                                            ------------------------------------
                                                       Ilene Shore
                                                      Notary Public




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