PAINEWEBBER PACE SELECT ADVISORS TRUST, 497, 2000-12-01

PAINEWEBBER PACE SELECT ADVISORS TRUST
497, 2000-12-01

Previous: GENERAL CHEMICAL GROUP INC, 8-K, EX-99, 2000-12-01

Next: PAINEWEBBER PACE SELECT ADVISORS TRUST, N-14AE, 2000-12-01

<PAGE>
PaineWebber PACE Select Advisors Trust

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

--------------------
PROSPECTUS
NOVEMBER 27, 2000
----------------------------------

This prospectus offers Class A, Class B, Class C and Class Y shares in the
eleven funds listed above. Each class has different sales charges and ongoing
expenses. You can choose the class that is best for you based on how much you
plan to invest and how long you plan to hold your fund shares. Class Y shares
are available only to certain types of investors.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved any fund's shares or determined whether this prospectus
is complete or accurate. To state otherwise is a crime.
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

Contents
THE FUNDS

--------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
What every investor PACE Government Securities Fixed Income Investments
should know about 4 Investment Objective, Strategies and Risks
the funds 5 Performance
6 Expenses and Fee Tables

PACE Intermediate Fixed Income Investments
7 Investment Objective, Strategies and Risks
8 Performance
9 Expenses and Fee Tables

PACE Strategic Fixed Income Investments
10 Investment Objective, Strategies and Risks
11 Performance
12 Expenses and Fee Tables

PACE Municipal Fixed Income Investments
13 Investment Objective, Strategies and Risks
14 Performance
15 Expenses and Fee Tables

PACE Global Fixed Income Investments
16 Investment Objective, Strategies and Risks
18 Performance
19 Expenses and Fee Tables

PACE Large Company Value Equity Investments
20 Investment Objectives, Strategies and Risks
21 Performance
22 Expenses and Fee Tables

PACE Large Company Growth Equity Investments
23 Investment Objective, Strategies and Risks
24 Performance
25 Expenses and Fee Tables

PACE Small/Medium Company Value Equity Investments
26 Investment Objective, Strategies and Risks
27 Performance
28 Expenses and Fee Tables

PACE Small/Medium Company Growth Equity Investments
29 Investment Objective, Strategies and Risks
30 Performance
31 Expenses and Fee Tables

PACE International Equity Investments
32 Investment Objective, Strategies and Risks
33 Performance
34 Expenses and Fee Tables

PACE International Emerging Markets Equity Investments
35 Investment Objective, Strategies and Risks
36 Performance
37 Expenses and Fee Tables

38 More About Risks and Investment Strategies
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 2
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

YOUR INVESTMENT

--------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
Information for 41 Managing Your Fund Account
managing your fund --Flexible Pricing
account --Buying Shares
--Selling Shares
--Exchanging Shares
--Pricing and Valuation
</TABLE>

ADDITIONAL INFORMATION

--------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
Additional important 46 Management
information about 51 Dividends and Taxes
the funds 52 Financial Highlights
A-1 Appendix A
</TABLE>

--------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
Where to learn more Back Cover
about these funds
</TABLE>

The funds are not complete or
balanced investment programs.

--------------------------------------------------------------------------------
Prospectus Page 3
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Government Securities Fixed Income Investments

PACE Government Securities Fixed Income Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

Current income.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests in U.S. government bonds and other bonds of varying maturities,
but normally limits its portfolio "duration" to between one and seven years.
"Duration" is a measure of the fund's exposure to interest rate risk. A longer
duration means that changes in market interest rates are likely to have a larger
effect on the value of the assets in a portfolio.

The fund invests primarily in mortgage-backed securities issued or guaranteed by
U.S. government agencies and in other U.S. government securities. The fund also
invests, to a lesser extent, in investment grade bonds of private issuers,
including those backed by mortgages or other assets. These privately issued
bonds generally have one of the two highest credit ratings, although the fund
may invest to a limited extent in privately issued bonds with the third highest
credit rating. The fund may invest in when-issued or delayed delivery bonds to
increase its return, giving rise to a form of leverage. The fund may (but is not
required to) use options, futures and other derivatives as part of its
investment strategy or to help manage portfolio risks.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected
Pacific Investment Management Company LLC ("PIMCO") to serve as the fund's
investment adviser. PIMCO establishes duration targets for the fund's portfolio
based on its expectations for changes in interest rates and then positions the
fund to take advantage of yield curve shifts. PIMCO decides to buy or sell
specific bonds based on an analysis of their values relative to other similar
bonds. PIMCO monitors the prepayment experience of the fund's mortgage-backed
bonds and will also buy and sell securities to adjust the fund's average
portfolio duration, yield curve and sector and prepayment exposure, as
appropriate.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- INTEREST RATE RISK -- The value of the fund's investments generally will fall
when interest rates rise. Some corporate bonds provide that the issuer may
repay them earlier than the maturity date. When interest rates are falling,
bond issuers may exercise this right more often, and the fund may have to
reinvest these repayments at lower interest rates.

- PREPAYMENT RISK -- The fund's mortgage- and asset-backed securities may be
prepaid more rapidly than expected, especially when interest rates are
falling, and the fund may have to reinvest those prepayments at lower interest
rates. When interest rates are rising, slower prepayments may extend the
duration of the securities and may reduce their value.

- LEVERAGE RISK -- Leverage magnifies the effect of changes in market values.
While leverage can increase the fund's income and potential for gain, it also
can increase expenses and the risk of loss. The fund attempts to limit the
magnifying effect of its leverage by managing its portfolio duration.

- CREDIT RISK -- Bond issuers may fail to make payments when due, or they may
become less willing or less able to do so.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 4
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Government Securities Fixed Income Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE
The following bar chart and table give some indication of the risks of an
investment in the fund based on the performance of the fund's Class P shares,
the only shares outstanding during the periods shown. The Class P shares are
offered pursuant to a separate prospectus and may be purchased only by
participants in the PACE Select Advisors Program, who are subject to a maximum
annual program fee of 1.50%. The Class A, Class B, Class C and Class Y shares
offered pursuant to this prospectus are not part of the PACE Select Advisors
Program and are not subject to the annual PACE Select Advisors Program fee.

The bar chart shows how the fund's performance has varied from year to year. The
bar chart does not reflect the maximum annual PACE Select Advisors Program fee,
nor does it reflect the sales charges or higher expenses of the fund's Class A,
Class B and Class C shares. If it did, the total returns shown would be lower.

The table that follows the bar chart shows average annual returns of the fund's
Class P shares for the 1999 calendar year and for the life of the fund and does
reflect the maximum annual PACE Select Advisors Program fee. The table does not
reflect the sales charges or higher expenses of the fund's Class A, Class B and
Class C shares. However, because all classes of shares invest in the same
portfolio of securities, their annual returns would differ only to the extent of
the different sales charges or expenses. The table compares fund returns to
returns on a broad-based market index that is unmanaged and that, therefore,
does not include any fees or expenses.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- 7.19%
Best quarter during calendar years shown: 2nd quarter, 1997 -- 3.50%
Worst quarter during calendar years shown: 1st quarter, 1996 -- (1.33)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
LEHMAN BROTHERS
MORTGAGE-BACKED
CLASS P SECURITIES INDEX
------- ----------------
<S> <C> <C>
One Year.................................................. (0.49)% 1.86%
Life of Fund (Inception Date -- 8/24/95).................. 4.29% 6.42%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 5
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Government Securities Fixed Income Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 0.75% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.50% 0.50% 0.50% 0.50%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 0.75 None
Other Expenses*............................................. 0.42 0.44 0.43 0.41
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.17% 1.94% 1.68% 0.91%
==== ==== ==== ====
Management Fee Waiver/Expense Reimbursements**.............. 0.06% 0.06% 0.06% 0.06%
---- ---- ---- ----
Net Expenses**.............................................. 1.11% 1.88% 1.62% 0.85%
==== ==== ==== ====
</TABLE>

** The fund and Mitchell Hutchins have entered into a written agreement under
which Mitchell Hutchins is contractually obligated to waive its management fees
and/or reimburse the fund to the extent that the total operating expenses of
each new class through December 1, 2002 otherwise would exceed the sum of 0.85%
(the expense cap for the fund's Class P shares) plus the 12b-1 fees, if any, and
any higher transfer agency fees applicable to the new class. The fund has agreed
to repay Mitchell Hutchins for any reimbursed expenses if it can do so over the
following three fiscal years without causing the fund's expenses in any of those
three years to exceed these expense caps.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods
indicated and then sell all of your shares at the end of those periods unless
otherwise stated. The example also assumes that your investment has a 5% return
each year and that the fund's operating expenses remain the same, except for the
two year period when the fund's expenses are lower due to its agreement with
Mitchell Hutchins. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $509 $745 $1,007 $1,753
Class B (assuming sale of all shares at end of period)...... 691 897 1,236 1,871
Class B (assuming no sale of shares)........................ 191 597 1,036 1,871
Class C (assuming sale of all shares at end of period)...... 240 518 901 1,977
Class C (assuming no sale of shares)........................ 165 518 901 1,977
Class Y..................................................... 87 278 492 1,108
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 6
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Intermediate Fixed Income Investments

PACE Intermediate Fixed Income Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

Current income, consistent with reasonable stability of principal.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests in bonds of varying maturities, but normally limits its overall
portfolio "duration" to between two and four and one-half years. "Duration" is a
measure of the fund's exposure to interest rate risk. A longer duration means
that changes in market interest rates are likely to have a larger effect on the
value of the assets in a portfolio.

The fund invests primarily in U.S. and foreign government bonds, U.S. and
foreign corporate bonds and bonds that are backed by mortgages or other assets.
The fund limits its investments to investment grade bonds. The fund also may
invest in preferred stocks.

The fund's investments in securities of foreign issuers may include, to a
limited extent, securities that are denominated in foreign currencies of
developed countries. The fund may (but is not required to) use forward currency
contracts, options, futures and other derivatives as part of its investment
strategy or to help manage portfolio risks.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected
Metropolitan West Asset Management, LLC ("MWAM") to serve as the fund's
investment adviser. MWAM decides to buy specific bonds for the fund based on its
value added strategies, with the goal of outperforming the Lehman Brothers
Intermediate Government Credit Index while maintaining below average volatility.
These strategies are anchored by MWAM's long-term economic outlook and include
managing interest rate risk through limited duration shifts, yield curve
management, diversifying the fund's investments across all permitted investment
sectors while overweighting the most attractive sectors, identifying undervalued
securities and aggressive execution. MWAM generally sells securities that no
longer meet these selection criteria or when it identifies more attractive
investment opportunities and may also sell securities to adjust the average
duration of the fund's portfolio.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- CREDIT RISK -- Bond issuers may fail to make payments when due, or they may
become less willing or less able to do so.

- SINGLE ISSUER CONCENTRATION RISK -- Because the fund is non-diversified, it
can invest more of its assets in a single issuer than a diversified fund can.
As a result, changes in the market value of a single issuer can have a greater
effect on the fund's performance and share price than it would for a more
diversified fund.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 7
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Intermediate Fixed Income Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The following bar chart and table give some indication of the risks of an
investment in the fund based on the performance of the fund's Class P shares,
the only shares outstanding during the periods shown. The Class P shares are
offered pursuant to a separate prospectus and may be purchased only by
participants in the PACE Select Advisors Program, who are subject to a maximum
annual program fee of 1.50%. The Class A, Class B, Class C and Class Y shares
offered pursuant to this prospectus are not part of the PACE Select Advisors
Program and are not subject to the annual PACE Select Advisors Program fee.

The fund's past performance does not necessarily indicate how the fund will
perform in the future. This may be particularly true for the period prior to
October 10, 2000, which is the date on which MWAM assumed day-to-day management
of the fund's assets. Prior to that date, another investment adviser was
responsible for managing the fund's assets. See Appendix A for information about
the historical performance of private accounts managed by MWAM with
substantially similar investment objectives, policies and strategies to those of
the fund.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- 6.18%

Best quarter during calendar years shown: 3rd quarter, 1998 -- 4.17%
Worst quarter during calendar years shown: 1st quarter, 1996 -- (1.13)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
LEHMAN BROTHERS
INTERMEDIATE
CLASS P GOVERNMENT CREDIT INDEX
------------ -----------------------
<S> <C> <C>
One Year............................................. (1.59)% 0.39%
Life of Fund (Inception Date 8/24/95)................ 3.41% 5.74%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 8
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Intermediate Fixed Income Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 0.75% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

---------

* "Other Expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods
indicated and then sell all of your shares at the end of those periods unless
otherwise stated. The example also assumes that your investment has a 5% return
each year and that the fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $502 $718 $ 951 $1,620
Class B (assuming sale of all shares at end of period)...... 684 869 1,180 1,739
Class B (assuming no sale of shares)........................ 184 569 980 1,739
Class C (assuming sale of all shares at end of period)...... 233 490 845 1,845
Class C (assuming no sale of shares)........................ 158 490 845 1,845
Class Y..................................................... 80 249 433 966
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 9
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Strategic Fixed Income Investments

PACE Strategic Fixed Income Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

Total return consisting of income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests in bonds of varying maturities, but normally limits its
portfolio "duration" to between three and eight years. "Duration" is a measure
of the fund's exposure to interest rate risk. A longer duration means that
changes in market interest rates are likely to have a larger effect on the value
of the assets in a portfolio.

The fund invests primarily in investment grade bonds of governmental and private
issuers in the United States and foreign countries, including bonds that are
backed by mortgages or other assets, and in bonds that are convertible into
common stock. The fund's investments in securities of foreign issuers may
include, to a limited extent, securities that are denominated in foreign
currencies.

The fund also invests, to a limited extent, in bonds that are below investment
grade. Securities rated below investment grade are commonly known as "junk
bonds." The fund may invest in when-issued or delayed delivery bonds to increase
its return, giving rise to a form of leverage. The fund may (but is not required
to) use forward currency contracts, options, futures and other derivatives as
part of its investment strategy or to help manage portfolio risks.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected
Pacific Investment Management Company LLC ("PIMCO") to serve as the fund's
investment adviser. PIMCO seeks to invest the fund's assets in those areas of
the bond market that it considers undervalued, based on such factors as quality,
sector, coupon and maturity. PIMCO establishes duration targets for the fund's
portfolio based on its expectations for changes in interest rates and then
positions the fund to take advantage of yield curve shifts. PIMCO decides to buy
or sell specific bonds based on an analysis of their values relative to other
similar bonds. PIMCO monitors the prepayment experience of the fund's
mortgage-backed bonds and will also buy and sell securities to adjust the fund's
average portfolio duration, yield curve, sector and prepayment exposure, as
appropriate.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- CREDIT RISK -- Bond issuers may fail to make payments when due, or they may
become less willing or less able to do so. This risk is greater for lower
quality bonds than for bonds that are investment grade

- FOREIGN INVESTING RISK -- The value of the fund's investments in foreign
securities may fall due to adverse political, social and economic developments
abroad and due to decreases in foreign currency values relative to the U.S.
dollar. Investments in foreign government bonds involve special risks because
the fund may have limited legal recourse in the event of default.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 10
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Strategic Fixed Income Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- 6.31%

Best quarter during calendar years shown: 3rd quarter, 1998 -- 4.52%

Worst quarter during calendar years shown: 1st quarter, 1996 -- (2.21)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
LEHMAN BROTHERS
GOVERNMENT/CORPORATE
CLASS P INDEX
------------ --------------------
<S> <C> <C>
One Year.............................................. (4.19)% (2.15)%
Life of Fund (Inception Date -- 8/24/95).............. 4.98% 5.84%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 11
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Strategic Fixed Income Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.50% 0.50% 0.50% 0.50%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 0.75 None
Other Expenses*............................................. 0.40 0.42 0.41 0.39
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.15% 1.92% 1.66% 0.89%
==== ==== ==== ====
Management Fee Waiver/Expense Reimbursements**.............. 0.04% 0.04% 0.04% 0.04%
---- ---- ---- ----
Net Expenses**.............................................. 1.11% 1.88% 1.62% 0.85%
==== ==== ==== ====
</TABLE>

---------

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $509 $743 $1,000 $1,735
Class B (assuming sale of all shares at end of period)...... 691 895 1,229 1,852
Class B (assuming no sale of shares)........................ 191 595 1,029 1,852
Class C (assuming sale of all shares at end of period)...... 240 515 894 1,958
Class C (assuming no sale of shares)........................ 165 515 894 1,958
Class Y..................................................... 87 276 485 1,089
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 12
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Municipal Fixed Income Investments

PACE Municipal Fixed Income Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

High current income exempt from federal income tax.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests substantially all of its assets in investment grade municipal
bonds of varying maturities. These are bonds and similar securities that are
exempt from federal income tax. Normally, the fund limits its investments in
municipal bonds that are subject to the federal alternative minimum tax (AMT) so
that not more than 25% of its interest income will be subject to the AMT. The
fund invests in municipal bonds that are subject to the AMT when its investment
adviser believes that they offer attractive yields relative to municipal bonds
that have similar investment characteristics but are not subject to the AMT.

The fund normally limits its portfolio "duration" to between three and seven
years. "Duration" is a measure of the fund's exposure to interest rate risk. A
longer duration means that changes in market interest rates are likely to have a
larger effect on the value of the assets in a portfolio. The fund may invest up
to 50% of its total assets in municipal bonds that are secured by revenues from
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.

The fund limits its investments in municipal bonds with the lowest investment
grade rating to 15% of its total assets at the time the bonds are purchased. The
fund may (but is not required to) use options, futures and other derivatives as
part of its investment strategy or to help manage its portfolio duration.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected
Standish, Ayer & Wood, Inc. ("Standish") to serve as the fund's investment
adviser. In deciding which securities to buy for the fund, Standish seeks to
identify undervalued sectors or geographical regions of the municipal market or
undervalued individual securities. To do this, Standish uses credit research and
valuation analysis and monitors the relationship of the municipal yield curve to
the treasury yield curve. Standish also uses credit quality assessments from its
in-house analysts to identify potential rating changes, undervalued issues and
macro trends with regard to market sectors and geographical regions. Standish
may make modest duration adjustments based on economic analyses and interest
rate forecasts. Standish generally sells securities if it identifies more
attractive investment opportunities within its investment criteria and doing so
may improve the fund's return. Standish also may sell securities with weakening
credit profiles or to adjust the average duration of the fund's portfolio.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- INTEREST RATE RISK -- The value of the fund's investments generally will fall
when interest rates rise. Some municipal bonds provide that the issuer may
repay them earlier than the maturity date. When interest rates are falling,
bond issuers may exercise this right more often, and the fund may have to
reinvest these repayments at lower interest rates.

- CREDIT RISK -- Bond issuers may fail to make payments when due, or they may
become less willing or less able to do so.

- POLITICAL RISK -- The fund's investments may be significantly affected by
political changes, including legislative proposals which may make municipal
bonds less attractive in comparison to taxable bonds.

- RELATED SECURITIES CONCENTRATION RISK -- Because the fund may invest more than
25% of its total assets in municipal bonds that are issued to finance similar
projects, changes that affect one type of municipal bond may have a
significant impact on the value of the fund.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 13
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Municipal Fixed Income Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future. This may be particularly true for the period prior to
June 1, 2000, which is the date on which Standish assumed day-to-day management
of the fund's assets. Prior to that date, another investment adviser was
responsible for managing the fund's assets. See Appendix A for information about
the performance of a mutual fund and private accounts managed by Standish with
substantially similar investment objectives, policies and strategies to those of
the fund.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR
Total Return January 1 to September 30, 2000 -- 5.20%

Best quarter during calendar years shown: 3rd quarter, 1998 -- 2.52%
Worst quarter during calendar years shown: 2nd quarter, 1999 -- (1.21)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
LEHMAN BROTHERS
MUNICIPAL FIVE-YEAR
CLASS P INDEX
------------ -------------------
<S> <C> <C>
One Year................................................. (3.60)% 0.73%
Life of Fund (Inception Date: 8/24/95)................... 3.02% 4.49%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 14
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Municipal Fixed Income Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.40% 0.40% 0.40% 0.40%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 0.75 None
Other Expenses*............................................. 0.50 0.52 0.51 0.49
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.15% 1.92% 1.66% 0.89%
==== ==== ==== ====
Management Fee Waiver/Expense Reimbursements**.............. 0.04% 0.04% 0.04% 0.04%
---- ---- ---- ----
Net Expenses**.............................................. 1.11% 1.88% 1.62% 0.85%
==== ==== ==== ====
</TABLE>

---------

* "Other Expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
Expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $509 $743 $1,000 $1,735
Class B (assuming sale of all shares at end of period)...... 691 895 1,229 1,852
Class B (assuming no sale of shares)........................ 191 595 1,029 1,852
Class C (assuming sale of all shares at end of period)...... 240 515 894 1,958
Class C (assuming no sale of shares)........................ 165 515 894 1,958
Class Y..................................................... 87 276 485 1,089
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 15
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Global Fixed Income Investments

PACE Global Fixed Income Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

High total return.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in high-grade bonds of governmental and private
issuers in the United States and developed foreign countries. These high-grade
bonds are rated in one of the three highest rating categories or are of
comparable quality. The fund invests, to a limited extent, in lower rated bonds
of governmental and private issuers in emerging markets, including bonds that
are rated below investment grade.

The fund invests in bonds of varying maturities, but normally limits its
portfolio "duration" to between four and eight years. "Duration" is a measure of
the fund's exposure to interest rate risk. A longer duration means that changes
in market interest rates are likely to have a larger effect on the value of the
assets in a portfolio.

A portion of the fund's assets normally is invested in bonds of U.S. government
and private issuers. The balance of the fund's assets is allocated among bonds
of governmental and private issuers in various foreign countries. The fund's
investments may include mortgage-backed and asset-backed securities. The fund
may (but is not required to) use forward currency contracts, options, futures
and other derivatives as part of its investment strategy or to help manage
portfolio risks.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected Rogge
Global Partners plc and Fischer Francis Trees & Watts, Inc. and its affiliates
("FFTW") to serve as the fund's investment advisers. Mitchell Hutchins allocates
the fund's assets between two investment advisers and may change the allocation
at any time. The relative values of each investment adviser's share of the
fund's assets also may change over time.

Rogge Global Partners seeks to invest the fund assets it manages in bonds of
issuers in financially healthy countries because it believes that these
investments produce the highest bond and currency returns over time. In deciding
which bonds to buy for the fund, Rogge Global Partners uses a top-down analysis
to find value across countries and to forecast interest and currency-exchange
rates over a one-year horizon in those countries. Rogge Global Partners also
uses an optimization model to help determine country, currency and duration
positions for the fund. Rogge Global Partners generally sells securities that no
longer meet these selection criteria or when it identifies more attractive
investment opportunities and may also sell securities to adjust the average
duration of the fund assets it manages.

FFTW seeks to outperform a benchmark, the Lehman Global Aggregate Index
(Unhedged), for its share of the fund's assets through an active bond selection
process that relies on (1) construction of diversified portfolios,
(2) identifying the most attractive sectors and the most attractive individual
securities within those sectors and (3) monitoring portfolio risk with risk
management tools. FFTW divides the investment universe into three major blocs
(Europe, the United States and Japan) and analyzes in each bloc trends in
economic growth, inflation, monetary and fiscal policies. FFTW decides which
securities to buy for the fund by looking for investment opportunities where its
opinions on the current economic environment of a bloc or country differ from
those it judges to be reflected in current market valuations. FFTW generally
sells securities when it has identified more attractive investment
opportunities.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- FOREIGN INVESTING AND EMERGING MARKETS RISKS -- The value of the fund's
investments in foreign securities may fall due to adverse political, social
and economic developments abroad and due to decreases in foreign currency
values relative to the U.S. dollar. These risks are greater for investments in
emerging market issuers.

--------------------------------------------------------------------------------
Prospectus Page 16
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Global Fixed Income Investments

Investments in foreign government bonds involve special risks because the fund
may have limited legal recourse in the event of default.

- PREPAYMENT RISK -- The fund's mortgage-backed and asset-backed securities may
be prepaid more rapidly than expected, especially when interest rates are
falling, and the fund may have to reinvest those prepayments at lower interest
rates. When interest rates are rising, slower prepayments may extend the
duration of the securities and may reduce their value.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 17
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Global Fixed Income Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future. This may be particularly true for the period prior to
October 10, 2000, which is the date on which FFTW assumed day-to-day management
of a portion of the fund's assets. Prior to that date, Rogge Global Partners was
responsible for managing all the fund's assets. See Appendix A for information
about the performance of a mutual fund managed by FFTW with substantially
similar investment objectives, policies and strategies to those of the fund.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- (5.43)%

Best quarter during calendar years shown: 3rd quarter, 1998 -- 8.60%
Worst quarter during calendar years shown: 1st quarter, 1999 -- (4.83)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
SALOMON SMITH BARNEY
WORLD GOVERNMENT
BOND INDEX
CLASS P (UNHEDGED)
------------ --------------------
<S> <C> <C>
One Year.............................................. (9.88)% (4.27)%
Life of Fund (Inception Date -- 8/24/95).............. 3.10% 4.43%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 18
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Global Fixed Income Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.60% 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 0.75 None
Other Expenses*............................................. 0.59 0.61 0.60 0.58
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.44% 2.21% 1.95% 1.18%
==== ==== ==== ====
Management Fee Waivers/Expense Reimbursements**............. 0.23% 0.23% 0.23% 0.23%
---- ---- ---- ----
Net Expenses**.............................................. 1.21% 1.98% 1.72% 0.95%
==== ==== ==== ====
</TABLE>

---------

* "Other Expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
Expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.

** The fund and Mitchell Hutchins have entered into a written agreement under
which Mitchell Hutchins is contractually obligated to waive its management fees
and/or reimburse the fund to the extent that the total operating expenses of
each new class through December 1, 2002 otherwise would exceed the sum of 0.95%
(the expense cap for the fund's Class P shares) plus the 12b-1 fees, if any, and
any higher transfer agency fees applicable to the new class. The fund has agreed
to repay Mitchell Hutchins for any reimbursed expenses if it can do so over the
following three fiscal years without causing the fund's expenses in any of those
three years to exceed these expense caps.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $518 $793 $1,112 $2,016
Class B (assuming sale of all shares at end of period)...... 701 946 1,342 2,132
Class B (assuming no sale of shares)........................ 201 646 1,142 2,132
Class C (assuming sale of all shares at end of period)...... 250 567 1,008 2,237
Class C (assuming no sale of shares)........................ 175 567 1,008 2,237
Class Y..................................................... 97 328 603 1,390
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 19
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Large Company Value Equity Investments

PACE Large Company Value Equity Investments

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVES

Capital appreciation and dividend income.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in stocks of U.S. companies that are believed to be
undervalued and that have total market capitalizations of $4.0 billion or
greater at the time of purchase. The fund seeks income primarily from dividend
paying stocks.

The fund may invest, to a limited extent, in other securities, including stocks
of companies with smaller total market capitalizations and convertible bonds
that are rated below investment grade. The fund may invest up to 10% of its
total assets in U.S. dollar denominated foreign securities. The fund also may
(but is not required to) use options, futures and other derivatives as part of
its investment strategy or to help manage portfolio risks.

The fund's manager, Mitchell Hutchins Asset Management Inc., has selected
Institutional Capital Corporation ("ICAP"), Westwood Management Corporation
("Westwood") and State Street Global Advisors ("SSgA") to serve as the fund's
investment advisers. Mitchell Hutchins allocates the fund's assets among the
three investment advisers and has initially allocated approximately 50% of the
fund's assets to SSgA and approximately 25% each to ICAP and Westwood. Mitchell
Hutchins may change this allocation at any time. The relative value of each
investment adviser's share of the fund's assets also may change over time.

In managing its share of the fund's assets, ICAP
uses its proprietary valuation model to identify large-capitalization companies
that ICAP believes offer the best relative values because they sell below the
price-to-earnings ratio warranted by their prospects. ICAP looks for companies
where a catalyst for a positive change is about to occur with potential to
produce stock appreciation of 20% or more relative to the market over a 12 to 18
month period. The catalyst can be thematic (E.G., global economic recovery) or
company specific (E.G., a corporate restructuring or a new product). ICAP also
uses internally generated research to evaluate the financial condition and
business prospects of every company it considers. ICAP monitors each stock
purchased and sells the stock when its target price is achieved, the catalyst
becomes inoperative or ICAP identifies another stock with greater opportunity
for appreciation.

In managing its share of the fund's assets, Westwood maintains a list of
securities that it believes have proven records and potential for above-average
earnings growth. It considers purchasing a security on such list if Westwood's
forecast for growth rates and earnings estimates exceeds Wall Street
expectations or Westwood's forecasted price/earnings ratio is less than the
forecasted growth rate. Westwood monitors the issuing companies and will sell a
stock if Westwood expects limited future price appreciation or the projected
price/earnings ratio exceeds the three-year growth rate.

In managing its share of the fund's assets, SSgA seeks to outperform the Russell
1000 Value Index (before fees and expenses). SSgA uses several independent
valuation measures to identify investment opportunities within a large cap value
universe and combines factors to produce an overall rank. Comprehensive research
determines the optimal weighting of these perspectives to arrive at strategies
that vary by industry. SSgA ranks all companies within the investable universe
initially from top to bottom based on their relative attractiveness. SSgA
constructs the fund's portfolio by selecting the highest-ranked stocks from the
universe and manages deviations from the benchmark to maximize the risk/reward
trade-off. The resulting portfolio has characteristics similar to the Russell
1000 Value Index. SSgA generally sells stocks that no longer meet its selection
criteria or that it believes otherwise may adversely affect the fund's
performance relative to that of the index.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- EQUITY RISK -- Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.

- INDEX STRATEGY RISK -- SSgA's proprietary strategy may not result in
outperformance of the designated index and may even result in
underperformance.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 20
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Large Company Value Equity Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future. This may be particularly true for the period prior to
July 1, 2000, when another investment adviser was responsible for managing all
the fund's assets. ICAP and Westwood each assumed day-to-day management of a
portion of the fund's assets on July 1, 2000 and SSgA assumed day-to-day
management of a portion of the fund's assets on October 10, 2000. See
Appendix A for information about the performance of mutual funds and private
accounts managed by ICAP and Westwood and the historical performance of private
accounts managed by SSgA with substantially similar investment objectives,
policies and strategies to those of the fund.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- (1.38)%

Best quarter during calendar years shown: 4th quarter, 1998 -- 16.26%

Worst quarter during calendar years shown: 3rd quarter, 1999 -- (14.40)%

AVERAGE ANNUAL TOTAL RETURNS

as of December 31, 1999

<TABLE>
<CAPTION>
RUSSELL 1000
CLASS P VALUE INDEX
------------ ------------
<S> <C> <C>
One Year.................................................... (5.57)% 7.35%
Life of Fund (Inception Date--8/24/95)...................... 15.20% 20.64%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 21
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Large Company Value Equity Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4.5% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 1% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.60% 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 1.00 None
Other Expenses*............................................. 0.37 0.39 0.38 0.36
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.22% 1.99% 1.98% 0.96%
==== ==== ==== ====
Management Fee Waiver*...................................... 0.07% 0.07% 0.07% 0.07%
---- ---- ---- ----
Net Expenses**.............................................. 1.15% 1.92% 1.91% 0.89%
==== ==== ==== ====
</TABLE>

---------

* "Other expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.

** The fund and Mitchell Hutchins have entered into a written agreement under
which Mitchell Hutchins is contractually obligated to waive its management fee
through December 1, 2002 to the extent necessary to reflect the lower overall
fees paid to the fund's investment advisers as a result of the lower
sub-advisory fee paid to SSgA.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $562 $806 $1,077 $1,849
Class B (assuming sale of all shares at end of period)...... 695 911 1,259 1,923
Class B (assuming no sale of shares)........................ 195 611 1,059 1,923
Class C (assuming sale of all shares at end of period)...... 294 607 1,054 2,295
Class C (assuming no sale of shares)........................ 194 607 1,054 2,295
Class Y..................................................... 91 292 517 1,165
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 22
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Large Company Growth Equity Investments

PACE Large Company Growth Equity Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

Capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in stocks of companies that are believed to have
substantial potential for capital growth and that have total market
capitalizations of $4.0 billion or greater at the time of purchase. Dividend
income is an incidental consideration in the investment advisers' selection of
stocks for the fund.

The fund may invest, to a limited extent, in other securities, including
securities convertible into stocks and stocks of companies with smaller total
market capitalizations. The fund may invest up to 10% of its total assets in
U.S. dollar denominated foreign securities. The fund also may (but is not
required to) use options, futures and other derivatives as part of its
investment strategy or to help manage portfolio risks.

The fund's manager, Mitchell Hutchins Asset Management Inc., has selected
Alliance Capital Management L.P. ("Alliance Capital") and State Street Global
Advisors ("SSgA") to serve as the fund's investment advisers. Mitchell Hutchins
allocates the fund's assets between the two investment advisers and has
initially allocated approximately 60% of the fund's assets to Alliance Capital
and approximately 40% to SSgA. Mitchell Hutchins may change this allocation at
any time. The relative values of each investment adviser's share of the fund's
assets also may change over time.

In managing its share of the fund's assets, Alliance Capital follows its
"disciplined growth" strategy in seeking to identify the best combinations of
earnings growth and reasonable valuation in selecting stocks for the fund.
Alliance Capital ranks each stock in its investment universe based on its
analysts' assessments and fundamental research that includes six measures of
earnings growth and valuation. The fund normally invests in stocks that rank in
the top 30% of this research universe and generally sells stocks that rank in
the bottom half.

In managing its share of the fund's assets, SSgA seeks to outperform the Russell
1000 Growth Index (before fees and expenses). SSgA uses several independent
valuation measures to identify investment opportunities within a large cap
growth universe and combines factors to produce an overall rank. Comprehensive
research determines the optimal weighting of these perspectives to arrive at
strategies that vary by industry. SSgA ranks all companies within the investable
universe from top to bottom based on their relative attractiveness. SSgA
constructs the fund's portfolio by selecting the highest-ranked stocks from the
universe and manages deviations from the benchmark to maximize the risk/reward
trade-off. The resulting portfolio has characteristics similar to the Russell
1000 Growth Index. SSgA generally sells stocks that no longer meet its selection
criteria or that it believes otherwise may adversely affect the fund's
performance relative to that of the index.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- EQUITY RISK -- Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.

- INDEX STRATEGY RISK -- SSgA's proprietary strategy may not result in
outperformance of the designated index and may even result in
underperformance.

- TECHNOLOGY SECTOR RISK -- The fund may invest a significant portion of its
assets in the stocks of companies in the technology sector. As a result, the
fund is more susceptible to the risks that are associated with that sector
than a fund with a broader range of investments, and the fund's performance
will be adversely affected by unfavorable developments in the technology
sector.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 23
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Large Company Growth Equity Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future. Prior to November 10, 1997, another investment manager
was responsible for managing all the fund's assets. Alliance Capital assumed
day-to-day management of the fund's assets on November 10, 1997, and SSgA
assumed day-to-day management of a portion of the fund's assets on October 10,
2000. See Appendix A for information about the composite performance of private
accounts managed by SSgA with substantially similar investment objectives,
policies and strategies to those of the fund.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- (1.26)%

Best quarter during calendar years shown: 4th quarter, 1998 -- 31.80%
Worst quarter during calendar years shown: 3rd quarter, 1998 -- (14.42)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
RUSSELL 1000
CLASS P GROWTH INDEX
------------ ------------
<S> <C> <C>
One Year.................................................... 23.38% 33.16%
Life of Fund (Inception Date -- 8/24/95).................... 25.07% 31.22%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 24
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Large Company Growth Equity Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4.5% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 1% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.60% 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 1.00 None
Other Expenses*............................................. 0.35 0.37 0.36 0.34
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.20% 1.97% 1.96% 0.94%
==== ==== ==== ====
Management Fee Waiver**..................................... 0.06% 0.06% 0.06% 0.06%
---- ---- ---- ----
Net Expenses**.............................................. 1.14% 1.91% 1.90% 0.88%
==== ==== ==== ====
</TABLE>

---------

* "Other Expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
Expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $561 $802 $1,069 $1,829
Class B (assuming sale of all shares at end of period)...... 694 906 1,251 1,903
Class B (assuming no sale of shares)........................ 194 606 1,051 1,903
Class C (assuming sale of all shares at end of period)...... 293 603 1,046 2,275
Class C (assuming no sale of shares)........................ 193 603 1,046 2,275
Class Y..................................................... 90 287 508 1,143
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 25
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Small/Medium Company Value Equity Investments

PACE Small/Medium Company Value Equity Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

Capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in stocks of companies that are believed to be
undervalued or overlooked in the marketplace and that have total market
capitalizations of less than $4.0 billion at the time of purchase. These stocks
also generally have price-to-earnings (P/E) ratios below the market average. The
fund invests only in stocks that are traded on major exchanges or the over-
the-counter market.

The fund may invest, to a limited extent, in stocks of companies with larger
total market capitalizations and other securities, including securities
convertible into stocks. The fund also may (but is not required to) use options,
futures and other derivatives as part of its investment strategy or to help
manage portfolio risks.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected Ariel
Capital Management, Inc. ("Ariel") and ICM Asset Management, Inc. ("ICM") to
serve as the fund's investment advisers. Mitchell Hutchins allocates the fund's
assets between the two investment advisers and may change the allocation at any
time. The relative values of each investment adviser's share of the fund's
assets also may change over time.

In managing its share of the fund's assets, Ariel invests in stocks of companies
that it believes are misunderstood or undervalued. It seeks to identify
companies in consistent industries with distinct market niches and excellent
management teams. It focuses on value stocks, which it defines as stocks that
have a low P/E ratio based on forward earnings and that trade at a significant
discount to the private market value that Ariel calculates for each stock. Ariel
generally sells stocks that cease to meet these criteria or that are at risk for
fundamental deterioration.

In managing its share of the fund's assets, ICM invests primarily in common
stocks of companies believed to offer good relative value that have either
fallen into disfavor among investors or are under-researched. In deciding which
stocks to buy for the fund, ICM uses a top-down analysis to identify broad
sectors of the market believed to offer good relative value and then seeks to
identify individual companies within those sectors that meet ICM's investment
criteria. ICM also performs a bottom-up analysis to attempt to discover
inefficiently priced stocks in a broad range of sectors, including those not
identified in the top-down analysis. These two approaches are combined in
various proportions depending on market conditions. Regardless of which approach
is used to identify stock candidates, ICM also applies fundamental research
analysis. ICM generally sells stocks that meet price objectives, no longer meet
its selection criteria, are at risk for fundamental deterioration or when it
identifies more attractive investment opportunities.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- EQUITY RISK -- Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.

- LIMITED CAPITALIZATION RISK -- Equity risk is greater for the common stocks of
mid and small cap companies because they generally are more vulnerable than
larger companies to adverse business or economic developments and they may
have more limited resources. In general, these risks are greater for small cap
companies than for mid cap companies.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 26
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Small/Medium Company Value Equity Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future. This may be particularly true for the period prior to
October 4, 1999, when another investment adviser was responsible for managing
all the fund's assets. Ariel assumed day-to-day management of a portion of the
fund's assets on October 4, 1999, and ICM assumed responsibility for managing a
portion of the fund's assets on October 10, 2000. See Appendix A for information
about the performance of a mutual fund and private accounts managed by Ariel and
the historical performance of private accounts managed by ICM with substantially
similar investment objectives, policies and strategies to those of the fund.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- 4.00%

Best quarter during calendar years shown: 2nd quarter, 1999 -- 21.25%
Worst quarter during calendar years shown: 3rd quarter, 1998 -- (20.00)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
RUSSELL 2500
CLASS P VALUE INDEX
------------ ------------
<S> <C> <C>
One Year.................................................... (4.24)% 1.49%
Life of Fund (Inception Date -- 8/24/95).................... 7.76% 13.13%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 27
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Small/Medium Company Value Equity Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4.5% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 1% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.60% 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 1.00 None
Other Expenses*............................................. 0.42 0.44 0.43 0.41
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.27% 2.04% 2.03% 1.01%
==== ==== ==== ====
Management Fee Waiver/Expense Reimbursements**.............. 0.01% 0.01% 0.01% 0.01%
---- ---- ---- ----
Net Expenses**.............................................. 1.26% 2.03% 2.02% 1.00%
==== ==== ==== ====
</TABLE>

---------

* "Other Expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
Expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.

** The fund and Mitchell Hutchins have entered into a written agreement under
which Mitchell Hutchins is contractually obligated to waive its management fees
and/or reimburse the fund to the extent that the total operating expenses of
each new class through December 1, 2002 otherwise would exceed the sum of 1.00%
(the expense cap for the fund's Class P shares) plus the 12b-1 fees, if any, and
any higher transfer agency fees applicable to the new class. The fund has agreed
to repay Mitchell Hutchins for any reimbursed expenses if it can do so over the
following three fiscal years without causing the fund's expenses in any of those
three years to exceed these expense caps.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $573 $833 $1,114 $1,913
Class B (assuming sale of all shares at end of period)...... 706 938 1,296 1,988
Class B (assuming no sale of shares)........................ 206 638 1,096 1,988
Class C (assuming sale of all shares at end of period)...... 305 635 1,091 2,357
Class C (assuming no sale of shares)........................ 205 635 1,091 2,357
Class Y..................................................... 102 320 556 1,234
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 28
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Small/Medium Company Growth Equity Investments

PACE Small/Medium Company Growth Equity Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

Capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in stocks of "emerging growth" companies that are
believed to have potential for high future earnings growth relative to the
overall market and that have total market capitalizations of less than $4.0
billion at the time of purchase. Dividend income is an incidental consideration
in the investment adviser's selection of stocks for the fund.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected
Delaware Management Company to serve as the fund's investment adviser. In
deciding which stocks to buy for the fund, Delaware Management Company employs a
bottom-up, fundamental analysis to identify companies that have substantially
above average earnings growth because of management changes, new products,
growth of established products or structural changes in the economy. Delaware
Management Company also considers the quality of a company's management team and
the strength of its finances and internal controls in selecting stocks for the
fund. Although Delaware Management Company follows companies in a full range of
market sectors, it may focus on a limited number of attractive industries.
Delaware Management Company generally sells stocks that no longer meet its
selection criteria, are at risk for fundamental deterioration or when it
identifies more attractive investment opportunities.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- EQUITY RISK -- Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.

- TECHNOLOGY SECTOR RISK -- The fund may invest a significant portion of its
assets in the stocks of companies in the technology sector. As a result, the
fund is more susceptible to the risks that are associated with that sector
than a fund with a broader range of investments, and the fund's performance
may be adversely affected by unfavorable developments in the technology
sector.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 29
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Small/Medium Company Growth Equity Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future. This may be particularly true for the period prior to
December 17, 1996, which is the date on which Delaware Management Company
assumed day-to-day management of the fund's assets. Prior to that date, another
investment adviser was responsible for managing the fund's assets.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- 20.94%

Best quarter during calendar years shown: 4th quarter, 1999 -- 38.15%

Worst quarter during calendar years shown: 3rd quarter, 1998 -- (15.44)%

AVERAGE ANNUAL TOTAL RETURNS

as of December 31, 1999

<TABLE>
<CAPTION>
RUSSELL 2500
CLASS P GROWTH INDEX
------------ ------------
<S> <C> <C>
One Year.................................................... 76.09% 55.48%
Life of Fund (Inception Date -- 8/24/95).................... 23.15% 19.95%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 30
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Small/Medium Company Growth Equity Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4.5% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 1% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

---------

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $568 $817 $1,085 $1,850
Class B (assuming sale of all shares at end of period)...... 701 921 1,268 1,925
Class B (assuming no sale of shares)........................ 201 621 1,068 1,925
Class C (assuming sale of all shares at end of period)...... 300 618 1,062 2,296
Class C (assuming no sale of shares)........................ 200 618 1,062 2,296
Class Y..................................................... 97 303 525 1,166
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 31
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE International Equity Investments

PACE International Equity Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

--------------------------------------------------------------------------------

FUND OBJECTIVE

Capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in stocks of companies that are domiciled in
developed foreign countries and principally traded in Japanese, European,
Pacific and Australian securities markets or traded in U.S. securities markets.

The fund may invest, to a limited extent, in stocks of companies in emerging
markets, including Asia, Latin America and other regions where markets may not
yet fully reflect the potential of the developing economy. The fund may also
invest, to a limited extent, in securities of other investment companies that
invest in foreign markets and securities convertible into stocks, including
convertible bonds that are below investment grade. The fund may (but is not
required to) use forward currency contracts, options, futures and other
derivatives as part of its investment strategy or to help manage portfolio
risks.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected Martin
Currie Inc. to serve as the fund's investment adviser. Martin Currie Inc. looks
for companies that exhibit strong fundamentals and attractive valuations based
on estimates of future earnings. In making country allocation decisions, Martin
Currie Inc. considers such factors as economic and political stability, breadth
and liquidity of the market, the nature of local investors, the currency
outlook, valuation and the settlement system. Martin Currie Inc. generally sells
securities when either the country or the issuer no longer meets these selection
criteria or when it identifies more attractive investment opportunities.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- EQUITY RISK -- Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 32
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE International Equity Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- (12.71)%

Best quarter during calendar years shown: 4th quarter, 1999 -- 24.39%

Worst quarter during calendar years shown: 3rd quarter, 1998 -- (14.64)%

AVERAGE ANNUAL TOTAL RETURNS

as of December 31, 1999

<TABLE>
<CAPTION>
MSCI EUROPE,
AUSTRALASIA
AND
CLASS P FAR EAST INDEX
------------ --------------
<S> <C> <C>
One Year.................................................... 33.63% 26.96%
Life of Fund (Inception Date -- 8/24/95).................... 15.13% 13.70%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 33
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE International Equity Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4.5% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 1% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.70% 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 1.00 None
Other Expenses*............................................. 0.47 0.49 0.48 0.46
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 1.42% 2.19% 2.18% 1.16%
==== ==== ==== ====
</TABLE>

---------

* "Other Expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
Expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods
indicated and then sell all of your shares at the end of those periods unless
otherwise stated. The example also assumes that your investment has a 5% return
each year and that the fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A..................................................... $588 $879 $1,191 $2,075
Class B (assuming sale of all shares at end of period)...... 722 985 1,375 2,150
Class B (assuming no sale of shares)........................ 222 685 1,175 2,150
Class C (assuming sale of all shares at end of period)...... 321 682 1,169 2,513
Class C (assuming no sale of shares)........................ 221 682 1,169 2,513
Class Y..................................................... 118 368 638 1,409
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 34
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE International Emerging Markets Equity Investments

PACE International Emerging Markets Equity Investments

INVESTMENT OBJECTIVE, STRATEGIES AND RISK

--------------------------------------------------------------------------------

FUND OBJECTIVE

Capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests primarily in stocks of companies domiciled in emerging market
countries. The fund generally defines emerging market countries as countries
that are not included in the MSCI World Index of major world economies. However,
countries included in this index may be considered emerging markets based on
current political and economic factors. For example, the fund's investment
adviser has determined, based on an analysis of current economic and political
factors pertaining to Hong Kong SAR, that Hong Kong SAR should be considered an
emerging market country for purposes of the fund's eligible investments. The
fund may not always diversify its investments on a geographic basis among
emerging market countries.

The fund may invest, to a limited extent, in bonds, including up to 10% of its
total assets in bonds that are below investment grade. Below investment grade
securities are commonly known as "junk bonds." The fund may also invest, to a
limited extent, in securities of other investment companies that invest in
emerging markets. The fund may (but is not required to) use forward currency
contracts, options, futures and other derivatives as part of its investment
strategy or to help manage portfolio risks.

Mitchell Hutchins Asset Management Inc., the fund's manager, has selected
Schroder Investment Management North America Inc. ("SIMNA") to serve as the
fund's investment adviser. SIMNA focuses on companies that it believes have a
sustainable competitive advantage and growth potential that is undervalued by
other investors. SIMNA allocates the fund's assets among emerging market
countries based on its assessment of the likelihood that those countries will
have favorable long-term business environments. In deciding which securities
within a country to buy for the fund, SIMNA analyzes historical growth rates and
future growth prospects, management capability and profit margins. SIMNA's
evaluation of securities reflects information available from the extensive
network of locally based analysts maintained by SIMNA and its affiliates. SIMNA
generally sells securities when either the country or the issuer no longer meets
these selection criteria or when it identifies more attractive investment
opportunities.

PRINCIPAL RISKS

An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:

- EQUITY RISK -- Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.

- GEOGRAPHIC CONCENTRATION RISK -- To the extent the fund invests a significant
portion of its assets in one geographic area, it will be more susceptible to
factors adversely affecting that area.

- DERIVATIVES RISK -- The fund's investments in derivatives may rise or fall
more rapidly than other investments.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

--------------------------------------------------------------------------------
Prospectus Page 35
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE International Emerging Markets Equity Investments

PERFORMANCE

--------------------------------------------------------------------------------

RISK/RETURN BAR CHART AND TABLE

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

TOTAL RETURN OF CLASS P SHARES (1996 IS THE FUND'S FIRST FULL CALENDAR YEAR OF
OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL RETURN

CALENDAR YEAR

Total Return January 1 to September 30, 2000 -- (24.35)%
Best quarter during calendar years shown: 4th quarter, 1999 -- 27.14%
Worst quarter during calendar years shown: 3rd quarter, 1998 -- (21.52)%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
MSCI
EMERGING
MARKETS
FREE
CLASS P INDEX
------------ --------
<S> <C> <C>
One Year.................................................... 59.43% 66.41%
Life of Fund (Inception Date -- 8/24/95).................... 3.51% 3.14%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 36
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE International Emerging Markets Equity Investments

EXPENSES AND FEE TABLES

--------------------------------------------------------------------------------

FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)................................ 4.5% None None None
Maximum Contingent Deferred Sales Charge (Load) (CDSC)
(as a % of offering price)................................ None 5% 1% None
Exchange Fee................................................ None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Y
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Management Fees............................................. 0.90% 0.90% 0.90% 0.90%
Distribution and/or Service (12b-1) Fees.................... 0.25 1.00 1.00 None
Other Expenses*............................................. 0.86% 0.88% 0.87% 0.85%
---- ---- ---- ----
Total Annual Fund Operating Expenses........................ 2.01% 2.78% 2.77% 1.75%
==== ==== ==== ====
Management Fee Waiver/Expense Reimbursements**.............. 0.25% 0.25% 0.25% 0.25%
---- ---- ---- ----
Net Expenses**.............................................. 1.76% 2.53% 2.52% 1.50%
==== ==== ==== ====
</TABLE>

---------
* "Other Expenses" are estimated based on the "other expenses" of the fund's
outstanding Class P shares for the fiscal year ended July 31, 2000, as adjusted
to reflect estimated transfer agency expenses for each new class. "Other
Expenses" include an administration fee of 0.20% paid by the fund to Mitchell
Hutchins.
** The fund and Mitchell Hutchins have entered into a written agreement under
which Mitchell Hutchins is contractually obligated to waive its management fees
and/or reimburse the fund to the extent that the total operating expenses of
each new class through December 1, 2002 otherwise would exceed the sum of 1.50%
(the expense cap for the fund's Class P shares) plus the 12b-1 fees, if any, and
any higher transfer agency fees applicable to the new class. The fund has agreed
to repay Mitchell Hutchins for any reimbursed expenses if it can do so over the
following three fiscal years without causing the fund's expenses in any of those
three years to exceed these expense caps.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Class A.................................................... $621 $1,005 $1,439 $2,643
Class B (assuming sale of all shares at end of period)..... 756 1,114 1,624 2,717
Class B (assuming no sale of shares)....................... 256 814 1,424 2,717
Class C (assuming sale of all shares at end of period)..... 355 811 1,419 3,062
Class C (assuming no sale of shares)....................... 255 811 1,419 3,062
Class Y.................................................... 153 501 901 2,020
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 37
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

MORE ABOUT RISKS AND INVESTMENT STRATEGIES

--------------------------------------------------------------------------------

PRINCIPAL RISKS

The main risks of investing in the funds are described below. Not all of these
risks apply to each fund. You can find a list of the main risks that apply to a
particular fund by looking under the "Investment Objective, Strategies and
Risks" heading for that fund.

Other risks of investing in a fund, along with further details about some of the
risks described below, are discussed in the funds' Statement of Additional
Information ("SAI"). Information on how you can obtain the SAI is on the back
cover of this prospectus.

CREDIT RISK. Credit risk is the risk that the issuer of a bond will not make
principal or interest payments when they are due. Even if an issuer does not
default on a payment, a bond's value may decline if the market believes that the
issuer has become less able, or less willing, to make payments on time. Even
high quality bonds are subject to some credit risk. However, credit risk is
greater for lower quality bonds. Bonds that are not investment grade involve
high credit risk and are considered speculative. Some of these low quality bonds
may be in default when purchased by a fund. Low quality bonds may fluctuate in
value more than higher quality bonds and, during periods of market volatility,
may be more difficult to sell at the time and price a fund desires.

DERIVATIVES RISK. The value of "derivatives" -- so-called because their value
"derives" from the value of an underlying asset, reference rate or index -- may
rise or fall more rapidly than other investments. For some derivatives, it is
possible for a fund to lose more than the amount it invested in the derivative.
Options, futures contracts and forward currency contracts are examples of
derivatives. A fund's use of derivatives may not succeed for various reasons,
including unexpected changes in the values of the derivatives or the assets
underlying them. Also, if a fund uses derivatives to adjust or "hedge" the
overall risk of its portfolio, the hedge may not succeed if changes in the
values of the derivatives are not matched by opposite changes in the values of
the assets being hedged.

EQUITY RISK. The prices of common stocks and other equity securities generally
fluctuate more than those of other investments. They reflect changes in the
issuing company's financial condition and changes in the overall market. A fund
may lose a substantial part, or even all, of its investment in a company's
stock.

FOREIGN INVESTING AND EMERGING MARKETS RISKS. Foreign investing involves risks
relating to political, social and economic developments abroad to a greater
extent than investing in the securities of U.S. issuers. In addition, there are
differences between U.S. and foreign regulatory requirements and market
practices. Foreign investments denominated in foreign currencies are subject to
the risk that the value of a foreign currency will fall in relation to the U.S.
dollar. Currency exchange rates can be volatile and can be affected by, among
other factors, the general economics of a country, the actions of U.S. and
foreign governments or central banks, the imposition of currency controls and
speculation. Investments in foreign government bonds involve special risks
because the investors may have limited legal recourse in the event of default.
Political conditions, especially a country's willingness to meet the terms of
its debt obligations, can be of considerable significance.

Securities of issuers located in emerging market countries are subject to all of
the risks of other foreign securities. However, the level of those risks often
is higher due to the fact that social, political, legal and economic systems in
emerging market countries may be less fully developed and less stable than those
in developed countries. Emerging market securities also may be subject to
additional risks, such as lower liquidity and larger or more rapid changes in
value.

GEOGRAPHIC CONCENTRATION RISK. PACE International Emerging Markets Equity
Investments will not necessarily seek to diversify its investments on a
geographic basis within the emerging markets category. To the extent the fund
concentrates its investments in issuers located in one country or area, it is
more susceptible to factors adversely affecting that country or area.

INDEX STRATEGY RISK. Performance of the portions of PACE Large Company Value
Equity Investments and

--------------------------------------------------------------------------------
Prospectus Page 38
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

PACE Large Company Growth Equity Investments managed by SSgA may deviate from
that of an index because of shareholder purchases and sales of shares, which can
occur daily, and because of fees and expenses borne by a fund.

INTEREST RATE RISK. The value of bonds generally can be expected to fall when
interest rates rise and to rise when interest rates fall. Interest rate risk is
the risk that interest rates will rise, so that the value of a fund's
investments in bonds will fall. Interest rate risk is the primary source of risk
for U.S. government and usually for other very high quality bonds. The impact of
changes in the general level of interest rates on lower quality bonds may be
greater or less than the impact on higher quality bonds.

Some corporate and municipal bonds, particularly those issued at relatively high
interest rates, provide that the issuer may repay them earlier than the maturity
date. The issuers of these bonds are most likely to exercise these "call"
provisions if prevailing interest rates are lower than they were when the bonds
were issued. A fund then may have to reinvest the repayments at lower interest
rates. Bonds subject to call provisions also may not benefit fully from the rise
in value that generally occurs for bonds when interest rates fall.

LEVERAGE RISK. Leverage involves increasing the total assets in which a fund
can invest beyond the level of its net assets. Because leverage increases the
amount of a fund's assets, it can magnify the effect on the fund of changes in
market values. As a result, while leverage can increase a fund's income and
potential for gain, it also can increase expenses and the risk of loss. PACE
Government Securities Fixed Income Investments and PACE Strategic Fixed Income
Investments, which use leverage by investing in when-issued and delayed delivery
bonds, attempt to limit the potential magnifying effect of the leverage by
managing their portfolio duration.

LIMITED CAPITALIZATION RISK. Securities of mid and small capitalization
companies generally involve greater risk than securities of larger
capitalization companies because they may be more vulnerable to adverse business
or economic developments. Mid and small capitalization companies also may have
limited product lines, markets or financial resources, and they may be dependent
on a relatively small management group. Securities of mid and small cap
companies may be less liquid and more volatile than securities of larger
capitalization companies or the market averages in general. In addition, small
cap companies may not be well known to the investing public, may not have
institutional ownership and may have only cyclical, static or moderate growth
prospects. In general, all of these risks are greater for small cap companies
than for mid cap companies.

POLITICAL RISK. The municipal bond market can be significantly affected by
political changes, including legislation or proposals at either the state or the
federal level to eliminate or limit the tax-exempt status of municipal bond
interest or the tax-exempt status of a municipal bond fund's dividends.
Similarly, reductions in tax rates may make municipal bonds less attractive in
comparison to taxable bonds. Legislatures also may fail to appropriate funds
needed to pay municipal bond obligations. These events could cause the value of
the municipal bonds held by PACE Municipal Fixed Income Investments to fall and
might adversely affect the tax-exempt status of the fund's investments or of the
dividends that the fund pays. During periods of uncertainty, the prices of
municipal securities can become volatile.

PREPAYMENT RISK. Payments on bonds that are backed by mortgage loans or similar
assets may be received earlier or later than expected due to changes in the rate
at which the underlying loans are prepaid. Faster prepayments often happen when
market interest rates are falling. As a result, a fund may need to reinvest
these early payments at those lower interest rates, thus reducing its income.
Conversely, when interest rates rise, prepayments may happen more slowly,
causing the underlying loans to be outstanding for a longer time than
anticipated. This can cause the market value of the security to fall because the
market may view its interest rate as too low for a longer term investment.

RELATED SECURITIES CONCENTRATION RISK. PACE Municipal Fixed Income Investments
may invest more than 25% of its total assets in municipal bonds that are issued
by public housing authorities and state and local housing finance authorities.
Economic, business or political developments or changes that affect one
municipal bond in this sector also may affect other municipal bonds in the same
sector. As a result, the fund is subject to greater risk than a fund that does
not follow this practice.

SINGLE ISSUER CONCENTRATION RISK. PACE Intermediate Fixed Income Investments
and PACE Global Fixed Income Investments are non-diversified. A non-diversified
fund may invest more than 5% of its total assets in securities of a single
issuer to a greater extent than a diversified fund. When a fund holds a large
position in the securities of one issuer, changes in the financial

--------------------------------------------------------------------------------
Prospectus Page 39
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

condition or in the market's assessment of that issuer may cause larger changes
in the fund's total return and in the price of its shares than it would for a
diversified fund.

TECHNOLOGY SECTOR RISK. PACE Large Company Growth Equity Investments and PACE
Small/Medium Company Growth Equity Investments each has invested a significant
portion of its assets in stocks of companies in the technology sector. As a
result, these funds are more susceptible to the risks that are associated with
that sector and their share prices may be more volatile than a fund with a
broader range of investments. Individual issuers within the technology sector,
as well as the techology sector as a whole, can be significantly affected by
obsolescence of existing technology, short product cycles, falling prices and
profits and competition from new market entrants.

ADDITIONAL INVESTMENT STRATEGIES

CASH RESERVES; DEFENSIVE POSITIONS. Each fund may invest to a limited extent in
money market instruments as a cash reserve for liquidity or other purposes. PACE
Municipal Fixed Income Investments may invest to a limited extent in taxable
money market instruments for liquidity purposes when suitable municipal money
market instruments are not available.

As vehicles to implement long-term investment strategies, each fund is normally
fully invested in accordance with its investment objective and policies.
However, with the concurrence of Mitchell Hutchins Asset Management Inc., a fund
may take a defensive position that is different from its normal investment
strategy to protect itself from adverse market conditions. This means that a
fund may temporarily invest a larger-than-normal part, or even all, of its
assets in cash or money market instruments, including (for funds that are
authorized to invest outside the United States) money market instruments that
are denominated in foreign currencies. In addition, each fund may increase its
cash reserves in connection with transitioning its portfolio to reflect the
investment style and strategies of a new investment adviser. Because these
investments provide relatively low income, a defensive or transition position
may not be consistent with achieving a fund's investment objective.

In addition, the funds listed below may make the following temporary investments
for defensive purposes:

- PACE Municipal Fixed Income Investments may invest without limit in certain
taxable securities.

- PACE Global Fixed Income Investments may invest in securities of only one
country, including the United States.

- PACE International Equity Investments may invest without limit in bonds that
are traded in the United States and in foreign markets.

PORTFOLIO TURNOVER. Each fund may engage in frequent trading to achieve its
investment objective. Frequent trading can result in portfolio turnover in
excess of 100% (high portfolio turnover).

Frequent trading may increase the portion of a fund's capital gains that are
realized for tax purposes in any given year. This may increase the fund's
taxable distributions that year. Frequent trading also may increase the portion
of a fund's realized capital gains that are considered "short-term" for tax
purposes. Shareholders will pay higher taxes on distributions that represent
short-term capital gains than they would pay on dividends that represent
long-term capital gains. Frequent trading also may result in higher fund
expenses due to transaction costs.

The funds do not restrict the frequency of trading to limit expenses or to
minimize the tax effect that a fund's distributions may have on shareholders.

--------------------------------------------------------------------------------
Prospectus Page 40
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

MANAGING YOUR FUND ACCOUNT

--------------------------------------------------------------------------------

FLEXIBLE PRICING
The funds offer four classes of shares - Class A, Class B, Class C and Class Y.
Each class has different sales charges and ongoing expenses. You can choose the
class that is best for you, based on how much you plan to invest and how long
you plan to hold your fund investment. Class Y shares are only available to
certain types of investors.

Each fund has adopted a plan under rule 12b-1 for its Class A, Class B and Class
C shares that allows it to pay service fees for providing services to
shareholders and (for Class B and Class C shares) distribution fees for the sale
of its shares. Because the 12b-1 distribution fees for Class B and Class C
shares are paid out of a fund's assets on an ongoing basis, over time they will
increase the cost of your investment and may cost you more than if you paid a
front-end sales charge.

CLASS A SHARES

Class A shares have a front-end sales charge that is included in the offering
price of the Class A shares. This sales charge is not invested in the fund.
Class A shares pay an annual 12b-1 service fee of 0.25% of average net assets,
but they pay no 12b-1 distribution fees. The ongoing expenses for Class A shares
are lower than for Class B and Class C shares.

The Class A sales charges for each fund are described in the following table.

CLASS A SALES CHARGES - 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.

<TABLE>
<CAPTION>
REALLOWANCE TO
SALES CHARGE AS A PERCENTAGE OF: SELECTED DEALERS AS
AMOUNT OF INVESTMENT OFFERING PRICE NET AMOUNT INVESTED PERCENTAGE OF OFFERING PRICE*
-------------------- -------------- ------------------- -----------------------------
<S> <C> <C> <C>
Less than $100,000............................ 4.00% 4.17% 3.75%
$100,000 to $249,999.......................... 3.00 3.09 2.75
$250,000 to $499,999.......................... 2.25 2.30 2.00
$500,000 to $999,999.......................... 1.75 1.78 1.50
$1,000,000 and over(1)........................ None None 1.00(2)
</TABLE>

CLASS A SALES CHARGES - 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.

<TABLE>
<CAPTION>
REALLOWANCE TO SELECTED
SALES CHARGE AS A PERCENTAGE OF: DEALERS AS
AMOUNT OF INVESTMENT OFFERING PRICE NET AMOUNT INVESTED PERCENTAGE OF OFFERING PRICE*
-------------------- -------------- ------------------- -----------------------------
<S> <C> <C> <C>
Less than $50,000............................. 4.50% 4.71% 4.25%
$50,000 to $99,999............................ 4.00 4.17 3.75
$100,000 to $249,999.......................... 3.50 3.63 3.25
$250,000 to $499,999.......................... 2.50 2.56 2.25
$500,000 to $999,999.......................... 1.75 1.78 1.50
$1,000,000 and over (1)....................... None None 1.00(2)
</TABLE>

---------

*For an initial period ending on or about December 29, 2000, Mitchell Hutchins
will reallow the full amount of the sales charge to selected dealers.

(1) A contingent deferred sales charge of 1% of the shares' offering price or
the net asset value at the time of sale by the shareholder, whichever is
less, is charged on sales of shares made within one year of the purchase
date. Class A shares representing reinvestment of dividends are not subject
to this 1% charge. Withdrawals in the first year after purchase of up to 12%
of the value of the fund account under the funds' Systematic Withdrawal Plan
are not subject to this charge.

(2) Mitchell Hutchins pays 1% to the dealer.

--------------------------------------------------------------------------------
Prospectus Page 41
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

SALES CHARGE REDUCTIONS AND WAIVERS. You may qualify for a lower sales charge
if you already own Class A shares of a PaineWebber or PaineWebber PACE mutual
fund. You can combine the value of Class A shares that you own in other
PaineWebber or PaineWebber PACE funds and the purchase amount of the Class A
shares of the PaineWebber or PaineWebber PACE fund that you are buying.

You may also qualify for a lower sales charge if you combine your purchases with
those of:

- your spouse, parents or children under age 21;

- your Individual Retirement Accounts (IRAs);

- certain employee benefit plans, including 401(k) plans;

- a company that you control;

- a trust that you created;

- Uniform Gifts to Minors Act/Uniform Transfers to Minors Act accounts created
by you or by a group of investors for your children; or

- accounts with the same adviser.

You may qualify for a complete waiver of the sales charge if you:

- Are an employee of PaineWebber or its affiliates or the spouse, parent or
child under age 21 of a PaineWebber employee;
- Buy these shares through a PaineWebber Financial Advisor who was formerly
employed as an investment executive with a competing brokerage firm that was
registered as a broker-dealer with the SEC, and

-- you were the Financial Advisor's client at the competing brokerage firm;

-- within 90 days of buying shares in a fund, you sell shares of one or more
mutual funds that were principally underwritten by the competing brokerage
firm or its affiliates, and you either paid a sales charge to buy those
shares, pay a contingent deferred sales charge when selling them or held
those shares until the contingent deferred sales charge was waived; and

-- you purchase an amount that does not exceed the total amount of money you
received from the sale of the other mutual fund;

- Acquire these shares through the reinvestment of dividends of a PaineWebber
unit investment trust;

- Are a 401(k) or 403(b) qualified employee benefit plan with 50 or more
eligible employees in the plan or at least $1 million in assets;

- Are a participant in the PaineWebber Members Only-SM- Program. For investments
made pursuant to this waiver, Mitchell Hutchins may make payments out of its
own resources to PaineWebber and to participating membership organizations in
a total amount not to exceed 1% of the amount invested; or

- Acquire these shares through a PaineWebber InsightOne-SM- Program brokerage
account.

CLASS B SHARES

Class B shares have a contingent deferred sales charge. When you purchase Class
B shares, we invest 100% of your purchase in fund shares. However, you may have
to pay the deferred sales charge when you sell your fund shares, depending on
how long you own the shares.

Class B shares pay an annual 12b-1 distribution fee of 0.75% of average net
assets, as well as an annual 12b-1 service fee of 0.25% of average net assets.
If you hold your Class B shares for six years, they will automatically convert
to Class A shares, which have lower ongoing expenses.

If you sell Class B shares before the end of six years, you will pay a deferred
sales charge. We calculate the deferred sales charge by multiplying the lesser
of the net asset value of the Class B shares at the time of purchase or the net
asset value at the time of sale by the percentage shown below:

<TABLE>
<CAPTION>
PERCENTAGE BY WHICH
IF YOU SELL THE SHARES' NET ASSET
SHARES WITHIN: VALUE IS MULTIPLIED:
-------------- ---------------------
<S> <C>
1st year since purchase........ 5%
2nd year since purchase........ 4
3rd year since purchase........ 3
4th year since purchase........ 2
5th year since purchase........ 2
6th year since purchase........ 1
7th year since purchase........ None
</TABLE>

We will not impose the deferred sales charge on Class B shares representing
reinvestment of dividends or on withdrawals in any year of up to 12% of the
value of your Class B shares under the Systematic Withdrawal Plan.

To minimize your deferred sales charge, we will assume that you are selling:

- First, Class B shares representing reinvested dividends, and

- Second, Class B shares that you have owned the longest.

SALES CHARGE WAIVERS. You may qualify for a waiver of the deferred sales charge
on a sale of shares if:

- You participate in the Systematic Withdrawal Plan;

--------------------------------------------------------------------------------
Prospectus Page 42
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

- You are older than 59 1/2 and are selling shares to take a distribution from
certain types of retirement plans;

- You receive a tax-free return of an excess IRA contribution;

- You receive a tax-qualified retirement plan distribution following retirement;

- The shares are sold within one year of your death and you owned the shares
either (1) as the sole shareholder or (2) with your spouse as a joint tenant
with the right of survivorship; or

- The shares are held in trust and the death of the trustee requires liquidation
of the trust.

CLASS C SHARES

Class C shares have a level load sales charge in the form of ongoing 12b-1
distribution fees. When you purchase Class C shares, we will invest 100% of your
purchase in fund shares.

Class C shares pay an annual 12b-1 distribution fee of 0.50% of average net
assets for fixed income funds and 0.75% of average net assets for equity funds,
as well as an annual 12b-1 service fee of 0.25% of average net assets. Class C
shares do not convert to another class of shares. This means that you will pay
the 12b-1 fees for as long as you own your shares.

Class C shares also have a contingent deferred sales charge. You may have to pay
the deferred sales charge if you sell your shares within one year of the date
you purchased them. We calculate the deferred sales charge on sales of Class C
shares by multiplying 0.75% for fixed income funds and 1% for equity funds by
the lesser of the net asset value of the Class C shares at the time of purchase
or the net asset value at the time of sale. We will not impose the deferred
sales charge on Class C shares representing reinvestment of dividends or on
withdrawals in the first year after purchase of up to 12% of the value of your
Class C shares under the Systematic Withdrawal Plan.

You may be eligible to sell your shares without paying a contingent deferred
sales charge if you are a 401(k) or 403(b) qualified employee benefit plan with
fewer than 100 employees or less than $1 million in assets.

NOTE ON SALES CHARGE WAIVERS REGARDING CLASS A, CLASS B AND CLASS C SHARES

If you think you qualify for any of the sales charge waivers described above,
you will need to provide documentation to PaineWebber or the funds. For more
information, you should contact your PaineWebber Financial Advisor or
correspondent firm or call 1-800-647-1568. If you want information on the funds'
Systematic Withdrawal Plan, see the SAI or contact your PaineWebber Financial
Advisor or correspondent firm.
CLASS Y SHARES

Class Y shares have no sales charge. Only specific types of investors can
purchase Class Y shares. You may be eligible to purchase Class Y shares if you:

- Buy shares through PaineWebber's PACE-SM- Multi-Advisor Program;

- Buy $10 million or more of PaineWebber fund shares at any one time;

- Are a qualified retirement plan with 5,000 or more eligible employees or
$50 million in assets;

- Are a corporation, bank, trust company, insurance company, pension fund,
employee benefit plan, professional firm, trust, estate or educational,
religious or charitable organization with 5,000 or more employees or with over
$50 million in investable assets; or

- Are an investment company advised by PaineWebber or an affiliate of
PaineWebber.

The trustee of PaineWebber's 401(k) Plus Plan for its employees is also eligible
to purchase Class Y shares on behalf of that Plan.

Class Y shares do not pay ongoing 12b-1 distribution or service fees or sales
charges. The ongoing expenses for Class Y shares are the lowest of all the
classes.

BUYING SHARES

If you are a PaineWebber client, or a client of a PaineWebber correspondent
firm, you can purchase fund shares through your Financial Advisor. Otherwise,
you can invest in the funds through the funds' transfer agent, PFPC Inc. You can
obtain an application by calling 1-800-647-1568. You must complete and sign the
application and mail it, along with a check, to:

PFPC Inc.
Attn.: PaineWebber Mutual Funds
P.O. Box 8950
Wilmington, DE 19899.

If you wish to invest in other PaineWebber or PaineWebber PACE funds, you can do
so by:

- Contacting your Financial Advisor (if you have an account at PaineWebber or at
a PaineWebber correspondent firm);

- Mailing an application with a check; or

- Opening an account for a PaineWebber PACE fund by exchanging shares from
another PaineWebber PACE

--------------------------------------------------------------------------------
Prospectus Page 43
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

fund. (It is expected that shareholders will also be able to exchange
Class A, Class B or Class C shares of a PACE fund for shares of the same class
of certain other PaineWebber mutual funds beginning on or about March 1,
2001.)

You do not have to complete an application when you make additional investments
in the same fund.

The funds and Mitchell Hutchins reserve the right to reject a purchase order or
suspend the offering of shares.

<TABLE>
<CAPTION>
MINIMUM INVESTMENTS:
<S> <C>
To open an account........... $1,000
To add to an account......... $ 100
</TABLE>

Each fund may waive or reduce these amounts for:

- Employees of PaineWebber or its affiliates; or

- Participants in certain pension plans, retirement accounts, unaffiliated
investment programs or the funds' automatic investment plans.

FREQUENT TRADING. The interests of a fund's long-term shareholders and its
ability to manage its investments may be adversely affected when its shares are
repeatedly bought and sold in response to short-term market fluctuations - also
known as "market timing." When large dollar amounts are involved, the fund may
have difficulty implementing long-term investment strategies, because it cannot
predict how much cash it will have to invest. Market timing also may force the
fund to sell portfolio securities at disadvantageous times to raise the cash
needed to buy a market timer's fund shares. These factors may hurt the fund's
performance and its shareholders. When Mitchell Hutchins believes frequent
trading would have a disruptive effect on a fund's ability to manage its
investments, Mitchell Hutchins and the fund may reject purchase orders and
exchanges into the fund by any person, group or account that Mitchell Hutchins
believes to be a market timer. A fund may notify the market timer that a
purchase order or an exchange has been rejected after the day the order is
placed.

SELLING SHARES

You can sell your fund shares at any time. If you own more than one class of
shares, you should specify which class you want to sell. If you do not, the fund
will assume that you want to sell shares in the following order: Class A, then
Class C, then Class B and last, Class Y.

If you want to sell shares that you purchased recently, the fund may delay
payment until it verifies that it has received good payment. If you purchased
shares by check, this can take up to 15 days.

If you have an account with PaineWebber or a PaineWebber correspondent firm, you
can sell shares by contacting your Financial Advisor.

If you do not have an account at PaineWebber or a correspondent firm, and you
bought your shares through the transfer agent, you can sell your shares by
writing to the fund's transfer agent. Your letter must include:

- Your name and address;

- The fund's name;

- The fund account number;

- The dollar amount or number of shares you want to sell; and

- A guarantee of each registered owner's signature. A signature guarantee may be
obtained from a financial institution, broker, dealer or clearing agency that
is a participant in one of the medallion programs recognized by the Securities
Transfer Agents Association. These are: Securities Transfer Agents Medallion
Program (STAMP), Stock Exchanges Medallion Program (SEMP) and the New York
Stock Exchange Medallion Signature Program (MSP). The funds will not accept
signature guarantees that are not a part of these programs.

Mail the letter to:

PFPC Inc.
Attn.: PaineWebber Mutual Funds
P.O. Box 8950
Wilmington, DE 19899.

If you sell Class A shares and then repurchase Class A shares of the same fund
within 365 days of the sale, you can reinstate your account without paying a
sales charge.

It costs each fund money to maintain shareholder accounts. Therefore, the funds
reserve the right to repurchase all shares in any account that has a net asset
value of less than $500. If a fund elects to do this with your account, it will
notify you that you can increase the amount invested to $500 or more within 60
days. A fund will not repurchase shares in accounts that fall below $500 solely
because of a decrease in the fund's net asset value.

EXCHANGING SHARES

You may exchange Class A, Class B or Class C shares of each fund for shares of
the same class of the other PACE funds offered in this prospectus or of
PaineWebber Money Market Fund. You may not exchange Class Y shares. (It is
expected that shareholders will also be able to exchange Class A, Class B or
Class C shares of a

--------------------------------------------------------------------------------
Prospectus Page 44
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

PACE fund for shares of the same class of certain other PaineWebber mutual funds
beginning on or about March 1, 2001.)

You will not pay either a front-end sales charge or a deferred sales charge when
you exchange shares. However, you may have to pay a deferred sales charge if you
later sell the shares you acquired in the exchange. Each fund will use the date
that you purchased the shares in the first fund to determine whether you must
pay a deferred sales charge when you sell the shares in the acquired fund.

You may not be able to exchange your shares if your exchange is not as large as
the minimum investment amount for the other fund.

You may exchange shares of one fund for shares of another fund only after the
first purchase has settled and the first fund has received your payment.

PAINEWEBBER AND CORRESPONDENT FIRM CLIENTS. If you bought your shares through
PaineWebber or a correspondent firm, you may exchange your shares by placing an
order with your Financial Advisor.

OTHER INVESTORS. If you are not a PaineWebber or correspondent firm client, you
may exchange your shares by writing to the fund's transfer agent. You must
include:

- Your name and address;

- The name of the fund whose shares you are selling and the name of the fund
whose shares you want to buy;

- Your account number;

- How much you are exchanging (by dollar amount or by number of shares to be
sold); and

- A guarantee of your signature. (See "Selling Shares" for information on
obtaining a signature guarantee.)

Mail the letter to:

PFPC Inc.
Attn.: PaineWebber Mutual Funds
P.O. Box 8950
Wilmington, DE 19899.

A fund may modify or terminate the exchange privilege at any time.

PRICING AND VALUATION

The price at which you may buy or sell each fund's shares is based on the next
net asset value per share calculated after your order is placed. Each fund
calculates its net asset value on days that the New York Stock Exchange is open
as of the close of regular trading on the NYSE (generally, 4:00 p.m., Eastern
time). The NYSE normally is not open, and the funds do not price their shares,
on most national holidays and on Good Friday. If trading on the NYSE is halted
for the day before 4:00 p.m., Eastern time, each fund's net asset value per
share will be calculated as of the time trading was halted.

Your price for buying, selling or exchanging shares will be based on the net
asset value that is next calculated after the fund accepts your order. If you
place your order through PaineWebber, your PaineWebber Financial Advisor is
responsible for making sure that your order is promptly sent to the fund.

You should keep in mind that a front-end sales charge may be applied to your
purchase if you buy Class A shares. A deferred sales charge may be applied when
you sell Class B or Class C shares.

Each fund calculates its net asset value based on the current market value for
its portfolio securities. The funds normally obtain market values for their
securities from independent pricing services that use reported last sales
prices, current market quotations or valuations from computerized "matrix"
systems that derive values based on comparable securities. If a market value is
not available from an independent pricing source for a particular security, that
security is valued at a fair value determined by or under the direction of the
Trust's board of trustees. The funds normally use the amortized cost method to
value bonds that will mature in 60 days or less.

Judgment plays a greater role in valuing thinly traded securities, including
many lower-rated bonds, because there is less reliable, objective data
available.

The funds calculate the U.S. dollar value of investments that are denominated in
foreign currencies daily, based on current exchange rates. A fund may own
securities, including some securities that trade primarily in foreign markets,
that trade on weekends or other days on which a fund does not calculate net
asset value. As a result, a fund's net asset value may change on days when you
will not be able to buy or sell fund shares. If a fund concludes that a material
change in the value of a foreign security has occurred after the close of
trading in the principal foreign market but before the close of the NYSE, the
fund may use fair value methods to reflect those changes. This policy is
intended to assure that the fund's net asset value fairly reflects security
values as of the time of pricing.

--------------------------------------------------------------------------------
Prospectus Page 45
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

MANAGEMENT

--------------------------------------------------------------------------------

MANAGER AND INVESTMENT ADVISERS

Mitchell Hutchins Asset Management Inc. is the manager and administrator of each
fund. Mitchell Hutchins is located at 51 West 52nd Street, New York, New York
10019-6114, and is a wholly owned asset management subsidiary of PaineWebber
Incorporated, which is an indirect wholly owned subsidiary of UBS AG.

UBS, with headquarters in Zurich, Switzerland, is an internationally diversified
organization with operations in many areas of the financial services industry.
On October 31, 2000, Mitchell Hutchins was adviser or sub-adviser to 31
investment companies with 75 separate portfolios and aggregate assets of
approximately $58.3 billion.

Mitchell Hutchins selects investment advisers for the funds, subject to approval
of the board, and reviews the performance of those investment advisers.

The funds have received an exemptive order from the SEC to permit the board to
select and replace investment advisers and to amend the sub-advisory contracts
between Mitchell Hutchins and the investment advisers without obtaining
shareholder approval.

ADVISORY FEES

Each fund pays fees to Mitchell Hutchins for administrative and advisory
services. The annual contract rate for administrative services is 0.20% of each
fund's average daily net assets. The annual contract rate for advisory services
varies from 0.40% to 0.90% of a fund's average daily net assets. The following
table shows the combined annual fee rate for administrative and advisory
services for each fund:

<TABLE>
<S> <C>
PACE Government Securities Fixed Income
Investments.......................... 0.70%
PACE Intermediate Fixed Income
Investments.......................... 0.60%
PACE Strategic Fixed Income
Investments.......................... 0.70%
PACE Municipal Fixed Income
Investments.......................... 0.60%
PACE Global Fixed Income Investments... 0.80%
PACE Large Company Value Equity
Investments.......................... 0.80%
PACE Large Company Growth Equity
Investments.......................... 0.80%
PACE Small/Medium Company Value Equity
Investments.......................... 0.80%
PACE Small/Medium Company Growth Equity
Investments.......................... 0.80%
PACE International Equity
Investments.......................... 0.90%
PACE International Emerging Markets
Equity Investments................... 1.10%
</TABLE>

During the fiscal year ended July 31, 2000, some of the funds paid Mitchell
Hutchins at the lower effective rate shown below because Mitchell Hutchins
waived a portion of its fees:

<TABLE>
<S> <C>
PACE Government Securities Fixed Income
Investments.......................... 0.66%
PACE Intermediate Fixed Income
Investments.......................... 0.59%
PACE Strategic Fixed Income
Investments.......................... 0.66%
PACE Municipal Fixed Income
Investments.......................... 0.56%
PACE Global Fixed Income Investments... 0.57%
PACE Small/Medium Company Value Equity
Investments.......................... 0.79%
PACE Small/Medium Company Growth Equity
Investments.......................... 0.79%
PACE International Emerging Markets
Equity Investments................... 0.85%
</TABLE>

INVESTMENT ADVISERS AND PORTFOLIO MANAGERS

PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS AND PACE STRATEGIC FIXED
INCOME INVESTMENTS. Pacific Investment Management Company LLC ("PIMCO") serves
as investment adviser for these funds. PIMCO is located at 840 Newport Center
Drive, Suite 300, Newport Beach, California 92660. On September 30, 2000, PIMCO
had approximately $207 billion in assets under management. PIMCO is one of the
largest fixed income management firms in the nation. Included among PIMCO's
institutional clients are many "Fortune 500" companies.

Since November 1999, Scott Mather, a senior vice president of PIMCO, has been
primarily responsible for the day-to-day portfolio management for PACE
Government Securities Fixed Income Investments. Prior to joining PIMCO in 1998,
he was associated with Goldman Sachs where he was a trader in the fixed

--------------------------------------------------------------------------------
Prospectus Page 46
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

income division and specialized in structuring and trading a broad range of
mortgage-backed securities as well as managing a proprietary derivatives
position.

Since July 1997, William C. Powers, a managing director of PIMCO, has been
primarily responsible for the day-to-day portfolio management for 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.

PACE INTERMEDIATE FIXED INCOME INVESTMENTS. Metropolitan West Asset Management,
LLC ("MWAM") serves as investment adviser for PACE Intermediate Fixed Income
Investments. MWAM is located at 11766 Wilshire Blvd., Suite 1580, Los Angeles,
California 90025. MWAM was formed in 1996 and, as of September 30, 2000, had
over $8.7 billion in fixed income investments under management.

MWAM uses a team approach in advising PACE Intermediate Fixed Income
Investments. The team members are Stephen Kane, Laird R. Landmann, Tad Rivelle
and Brian H. Loo. All team members have held their fund responsibilities since
October 10, 2000.

Mr. Kane has been a portfolio manager with MWAM since August 1996. From
November 1995 until July 1996, he was an account manager with PIMCO in Newport
Beach, California. Before then, Mr. Kane was a merchant banking associate with
Union Bank in Los Angeles, California.

Mr. Landmann has been a managing director and portfolio manager with MWAM since
August 1996. From November 1992 until July 1996, he was a principal and
co-director of fixed income with Hotchkis and Wiley in Los Angeles, California.
Before then, he was a portfolio manager with PIMCO in Newport Beach, California.

Mr. Rivelle has been the chief investment officer and a managing director with
MWAM since August 1996. From November 1992 until July 1996, he was a principal
and co-director of fixed income with Hotchkis and Wiley in Los Angeles,
California. Before then, he was a portfolio manager with PIMCO in Newport Beach,
California.

Mr. Loo has been a portfolio manager and analyst with MWAM since August 1996.
From June 1996 until July 1996, Mr. Loo worked as an analyst with Hotchkis and
Wiley in Los Angeles, California. Before then, he worked as an analyst with
Trust Company of the West (starting in May 1994 while completing a graduate
finance degree at Carnegie Mellon University).

PACE MUNICIPAL FIXED INCOME INVESTMENTS. Standish, Ayer & Wood, Inc.
("Standish") serves as investment adviser for PACE Municipal Fixed Income
Investments. Standish is located at One Financial Center, Boston, Massachusetts
02111. Standish was founded in 1933 and, as of September 30, 2000, had over
$45 billion in assets under management. Christine L. Todd is primarily
responsible for the day-to-day management of the fund. She has held her fund
responsibilities since June 1, 2000. Ms. Todd is an associate director of
Standish. She joined Standish in 1995 from Gannett, Welsh & Kotler, where she
was a vice president responsible for municipal bond research and trading.

PACE GLOBAL FIXED INCOME INVESTMENTS. Rogge Global Partners plc and Fischer
Francis Trees & Watts, Inc. and its affiliates serve as investment advisers for
PACE Global Fixed Income Investments. Rogge Global Partners is located at Sion
Hall, 56 Victoria Embankment, London, EC4Y ODZ, England. Rogge Global Partners
was organized in 1984 and specializes in global fixed income management. As of
September 30, 2000, it had approximately $7.9 billion in assets under
management.

Rogge Global Partners uses a team approach in managing the fund's portfolio. The
team is lead by Olaf Rogge, the chief investment officer of Rogge Global
Partners. Mr. Rogge, who founded Rogge Global Partners in 1984, has been
managing global investments for more than 25 years and has held his fund
responsibilities since the fund's inception in August 1995.

Other members of the team are John Graham, Richard Bell, Adrian James, Malie
Conway and Richard Gray. These team members have held their fund
responsibilities since August 1995 except for Ms. Conway, who has held her
responsibilities since August 1998, and Mr. Gray, who has held his fund
responsibilities since April 1999.

Mr. Graham joined Rogge Global Partners in February 1994 and is currently a
director, portfolio manager and analyst. Prior to that time, he served as a
senior manager of the multi-currency fixed income investment team at JP Morgan.
Mr. Bell joined Rogge Global Partners in June 1990 and serves as a director,
portfolio manager and analyst. Mr. James joined Rogge Global Partners 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. Conway joined Rogge Global Partners in 1998 as a portfolio manager in charge
of global credit. She was previously a senior portfolio manager at Rothschild
Asset

--------------------------------------------------------------------------------
Prospectus Page 47
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

Management managing U.S., global and short-term mandates. Before joining
Rothschild, she spent seven years at JP Morgan where she also managed U.S.,
global and short-term mandates.

Richard Gray joined Rogge Global Partners in April 1999 and serves as a
portfolio manager and head of emerging markets. He was previously a vice
president, emerging debt research of Bank of America (1995-1999) and director,
emerging debt research for Nomura International (1994-1995).

Fischer Francis Trees & Watts, Inc. ("FFTW (NY)") is located at 200 Park Avenue,
46th Floor, New York, New York 10166. The addresses for its affiliates are 3
Royal Court, The Royal Exchange, London, EC 3V 3RA for Fischer Francis Trees &
Watts (UK); 50 Raffles Place, #22-01 Singapore Land Tower, Singapore 048623 for
Fischer Francis Trees & Watts Pte Ltd (Singapore); and Fukoku Seimei Building
21F, 2-2, Uchisaiwaicho 2-chome, Chiyoda-Ku Tokyo 100, for Fischer Francis Trees
& Watts KK (Japan). FFTW (Japan) will not assume duties as sub-adviser to the
fund until it has completed its registration as an investment adviser with the
SEC. The affiliates are either wholly owned subsidiaries of FFTW(NY) or are
owned jointly by FFTW(NY) and its parent corporation. FFTW (NY) and its
affiliates are referred to collectively as "FFTW." As of September 30, 2000,
FFTW and its affiliates had approximately $30 billion in assets under
management.

FFTW uses a team approach in which a specific portfolio manager is responsible
for managing FFTW's share of the fund's assets and determines the broad risk
parameters under which these investments operate, but relies on specialist
investment teams to determine specific fund investments. The portfolio manager
is David Marmon, a managing director of FFTW. Key members of the team are
Liaquat Ahamed, a managing director and chief investment officer of FFTW, and
Adnan Akant, Stewart Russell, Richard Williams and Simon Hard, all of whom are
managing directors of FFTW. These individuals have held their fund
responsibilities since October 10, 2000.

Mr. Marmon joined FFTW in 1990 from Yamaichi International (America) where he
was head of futures and options research. His responsibilities at Yamaichi
included generating trade ideas, daily analysis of market opportunities and
preparing research reports. He was previously a financial analyst and strategist
at the First Boston Corporation, where he developed hedging programs for
financial institutions and industrial firms. He also performed historical and
scenario analyses of the futures and options markets for traders and clients.
Mr. Marmon began his career in finance as a research analyst on Chase
Manhattan's arbitrage and municipal trading desks.

Mr. Ahamed came to FFTW in 1988 after nine years with the World Bank, where he
was in charge of the bank's investments in all non-dollar government bond
markets. Before assuming responsibility for the management of the non-dollar
portfolios, he was responsible for investment and trading in each of the
markets, including pounds sterling, Deutsche mark, Japanese yen, Canadian
dollars and Australian dollars. In addition, he was involved in providing
technical advice to numerous central banks on reserve and liability management.
Mr. Ahamed worked initially as an economist at the World Bank, providing
economic advice and analyses to senior government officials in numerous
developing countries including the Philippines, Korea, Bangladesh and Kenya.

Mr. Akant joined FFTW in 1984 after six years with the World Bank, where he
served initially as a project financial analyst in Europe and the Middle East
area before joining the treasurer's staff as an investment officer in 1979. Over
the next five years, as a member of the investment department, he was
responsible for investment and trading of each of the major sectors of the
bank's actively managed liquidity portfolio. He was a member of the investment
strategy committee and shares responsibility for formulating and implementing
the bank's trading and investment strategy. In 1982, Mr. Akant was promoted to
senior investment officer and was the division's deputy in charge of the U.S.
dollar portfolio.

Mr. Russell joined FFTW in 1992 from the short-term proprietary trading desk in
the global markets area of J.P. Morgan. His primary responsibilities included
proprietary positioning of U.S. and non-U.S. government obligations, corporate
bonds and asset-backed securities. Prior to that, Mr. Russell managed J.P.
Morgan's short-term interest rate risk group, coordinating a $10 billion book of
assets and liabilities.

Mr. Williams joined FFTW in 1995 from Deutsche Morgan Grenfell, where he worked
as an analyst in the fixed-income research department.

Mr. Hard joined FFTW's affiliate in London in 1989 from Mercury Asset
Management, the investment management affiliate of S.G. Warburg & Co., LTD (now
Warburg Dillon Read). His responsibilities there included the formulation of
global bond and currency investment policies, and the management of interest
rate and currency exposures of the firm's specialist non-dollar bond

--------------------------------------------------------------------------------
Prospectus Page 48
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

portfolios. He was previously first vice president and London branch manager of
Julius Baer Investment Management, Inc.

PACE LARGE COMPANY VALUE EQUITY INVESTMENTS. Institutional Capital Corporation
("ICAP"), Westwood Management Corporation ("Westwood") and State Street Global
Advisors ("SSgA") serve as investment advisers for PACE Large Company Value
Equity Investments. ICAP is located at 225 West Wacker Drive, Suite 2400,
Chicago, Illinois 60606-1229, and has been in the investment management business
since 1970. As of September 30, 2000, ICAP had approximately $14.4 billion in
assets under management. ICAP uses a team approach in the day-to-day management
of its share of the fund's assets and has held its fund responsibilities since
July 1, 2000.

Westwood is located at 300 Crescent Court, Suite 1300, Dallas, Texas 75201, and
has been in the investment management business since 1983. As of September 30,
2000, Westwood had approximately $3.2 billion in assets under management. Susan
M. Byrne, president of Westwood since 1983, is primarily responsible for the
day-to-day management of Westwood's share of the fund's assets. Ms. Byrne has
held her fund responsibilities since July 1, 2000.

SSgA is located at Two International Place, Boston, Massachusetts 02110, and is
the investment management division of State Street Bank and Trust Company. As of
September 30, 2000, SSgA had approximately $741 billion under management. SSgA
uses a team approach in the day-to-day management of its share of the fund's
assets. SSgA has held its fund responsibilities since October 10, 2000.

PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS. Alliance Capital Management L.P.
("Alliance Capital") and State Street Global Advisors ("SSgA") serve as
investment advisers for PACE Large Company Growth Equity Investments. Alliance
Capital is located at 1345 Avenue of the Americas, New York, New York 10105. It
is a leading international investment manager supervising client accounts with
assets as of September 30, 2000 of approximately $388 billion.

Jane Mack Gould is primarily responsible for the day-to-day management of the
fund's assets allocated to Alliance Capital and has held her fund
responsibilities since November 1997. Ms. Gould is a senior vice president and
portfolio manager and has been with Alliance Capital since 1971.

PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS. Ariel Capital Management,
Inc. ("Ariel") and ICM Asset Management, Inc. ("ICM") serve as investment
advisers for PACE Small/Medium Company Value Equity Investments. Ariel is
located at 307 North Michigan Avenue, Suite 500, Chicago, Illinois 60601. It is
an investment manager with approximately $4.6 billion in assets under management
as of September 30, 2000. Eric T. McKissack is primarily responsible for the
day-to-day management of the fund's assets allocated to Ariel and held his fund
responsibilities since October 1999. He has been with Ariel since 1986 and is
currently its vice chair and co-chief investment officer.

ICM is located at 601 W. Main Avenue, Suite 600, Spokane, WA 99201. Although ICM
has been in the investment advisory business since 1981, it has not previously
advised mutual funds. As of September 30, 2000, it had approximately
$1.86 billion in assets under management. ICM uses a team approach in the
day-to-day management of its share of the fund's assets and has held its fund
responsibilities since October 10, 2000. ICM's team is led by Kevin A. Jones,
CFA, and James M. Simmons, CFA. Five experienced analysts round out the research
team led by Messrs Simmons and Jones.

Mr. Simmons is the founder and chief investment officer of ICM. Mr. Jones is a
senior portfolio manager with ICM and has managed small- and mid-cap portfolios
since 1997. Prior to his appointment as senior portfolio manager in October
1998, Mr. Jones covered numerous industries as a research analyst. Before
joining ICM, Mr. Jones spent time as a portfolio analyst for another Northwest
investment adviser and as a financial consultant for two major brokerage firms.
He has over 12 years experience in the securities industry.

PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS. Delaware Management Company
serves as investment adviser for PACE Small/Medium Company Growth Equity
Investments. Delaware Management is located at One Commerce Square,
Philadelphia, PA 19103. Delaware Management Company and its predecessors have
been managing funds for affiliated organizations in the financial services
industry, including insurance and

--------------------------------------------------------------------------------
Prospectus Page 49
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

investment management, since 1938. As of September 30, 2000, Delaware Management
Company and its affiliates had over $80 billion in assets under management.

Gerald S. Frey is primarily responsible for the fund's day-to-day portfolio
management and has held his fund responsibilities since December 1996. Mr. Frey
is a vice president of Delaware Management Company. Prior to joining the group
of companies of which Delaware Management Company is a part in 1996, Mr. Frey
was a senior director with Morgan Grenfell Capital Management, Incorporated in
New York. He has 18 years of experience in the money management business.

In making investment decisions for the fund, Mr. Frey regularly consults with
other members of the Delaware Management team: John A. Heffern, Marshall T.
Bassett, Jeffrey Hynoski, Steven Lampe, Lori F. Wachs and Frank Houghton.
Mr. Heffern joined Delaware Management Company in 1997 and serves as a vice
president. Previously, he was a senior vice president, equity research at
NatWest Securities Corporation's Specialty Financial Services unit. Prior to
that, he was a principal and senior regional bank analyst at Alex. Brown & Sons.
Mr. Bassett joined Delaware Management Company in 1997 and serves as a vice
president. Previously, he was employed by Morgan Stanley Asset Management's
Emerging Growth Group, most recently as a vice president, where he analyzed
small growth companies. Prior to that, he was a trust officer at Sovran Bank and
Trust Company. Mr. Hynoski joined Delaware Management Company in 1998 and serves
as a vice president. Previously, he held the position of vice president with
Bessemer Trust since 1993. Prior to that, he served as an analyst for Lord
Abbett and Cowen Asset Management. Prior to that, he held a manager position
with Price Waterhouse servicing the financial services industry. Ms. Wachs
joined Delaware Management Company in 1992 and serves as an assistant vice
president. Previously, she was an equity analyst at Goldman Sachs & Company for
two years. Mr. Houghton joined Delaware Management Company in 2000 and serves as
a senior vice president and portfolio manager. Previously, he was a vice
president and a portfolio manager with Lynch & Mayer, a Delaware affiliate,
since 1990.

PACE INTERNATIONAL EQUITY INVESTMENTS. Martin Currie Inc. serves as investment
adviser for this fund. Martin Currie Inc. is located at Saltire Court, 20 Castle
Terrace, Edinburgh, Scotland EHI 2ES. Martin Currie Inc. and its affiliates are
part of one of Scotland's leading independent investment management companies
which, since its founding in 1881, has developed an expertise in equity
investments. As of September 30, 2000, Martin Currie Inc. and its affiliates had
over $10.7 billion in assets under management.

Martin Currie Inc. uses a team approach in the management of the fund's
portfolio. The team is led by James Fairweather, who has served as chief
investment officer of Martin Currie Inc. since 1997. Mr. Fairweather joined
Martin Currie Inc. in 1984 and has served in various investment management
capacities since then. He has held his fund responsibilities since its inception
in August 1995.

PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS. Schroder Investment
Management North America Inc. serves as investment adviser for this fund. SIMNA
is located at 787 Seventh Avenue, New York, New York 10019. SIMNA and its
affiliates have developed an expertise in emerging markets investments. As of
June 30, 2000, SIMNA had approximately $46 billion in assets under management.
As of the same date, SIMNA's ultimate parent, Schroders plc, and its affiliates
collectively had approximately $217 billion in assets under management.

All investment decisions for the Fund are made by SIMNA's emerging markets
investment committee. The investment committee consists of investment
professionals with specific geographic or regional expertise, as well as members
responsible for economic analysis and strategy and global stock and sector
selection.

--------------------------------------------------------------------------------
Prospectus Page 50
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

DIVIDENDS AND TAXES

--------------------------------------------------------------------------------

DIVIDENDS

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 normally
declare and pay dividends monthly. These funds distribute substantially all of
their gains, if any, annually.

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 normally declare and
pay dividends annually. These funds distribute substantially all of their gains,
if any, annually.

Classes with higher expenses are expected to have lower dividends. For example,
Class B and Class C shares are expected to have the lowest dividends of any
class of the fund's shares, while Class Y shares are expected to have the
highest.

You will receive dividends in additional shares of the same fund unless you
elect to receive them in cash. Contact your Financial Advisor at PaineWebber if
you prefer to receive dividends in cash.

TAXES

PACE MUNICIPAL FIXED INCOME INVESTMENTS seeks to pay dividends that are exempt
from federal income tax. However, a portion of its dividends may be subject to
state income taxes and its distributions of gain may be subject to both federal
and state income taxes whether you receive them in additional fund shares or in
cash. The fund also may pay dividends that are subject to the federal
alternative minimum tax.

The dividends that you receive from the other funds generally are subject to
federal income tax regardless of whether you receive them in additional fund
shares or in cash. If you hold shares of these funds through a tax-exempt
account or plan, such as an IRA or 401(k) plan, dividends on your shares
generally will not be subject to tax.

When you sell fund shares, you generally will be subject to federal income tax
on any gain you realize. Any distribution of capital gains may be taxed at a
lower rate than ordinary income, depending on whether the fund held the assets
that generated the gains for more than 12 months. Your fund will tell you
annually how you should treat its dividends for tax purposes.

See the SAI for a more detailed discussion. Prospective shareholders are urged
to consult their tax advisers.

--------------------------------------------------------------------------------
Prospectus Page 51
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS

--------------------------------------------------------------------------------

The following financial highlights tables are intended to help you understand
each fund's financial performance for the periods shown. The tables show
information for the funds' Class P shares because they were the only class of
shares outstanding for the periods shown. Certain information reflects financial
results for a single fund share. In the tables, "total investment return"
represents the rate that an investor would have earned (or lost) on an
investment in a fund, assuming reinvestment of all dividends.

This information has been audited by Ernst & Young LLP, independent auditors,
whose report, along with the funds' financial statements, is included in the
funds' Annual Report to Shareholders. The Annual Report may be obtained without
charge by calling 1-800-647-1568.

<TABLE>
<CAPTION>
PACE
GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS
---------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
-------------------------------------------- ENDED
2000 1999 1998 1997 JULY 31, 1996+
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 12.10 $ 12.59 $ 12.61 $ 12.07 $ 12.00
-------- -------- -------- -------- -------
Net investment income....................................... 0.73 0.68 0.72 0.64 0.49
Net realized and unrealized gains (losses) from investments
in options and futures...................................... 0.01 (0.43) 0.18 0.58 0.03
-------- -------- -------- -------- -------
Net increase from investment operations..................... 0.74 0.25 0.90 1.22 0.52
-------- -------- -------- -------- -------
Dividends from net investment income........................ (0.75) (0.71) (0.72) (0.63) (0.44)
Distributions from net realized gains from investments...... -- (0.03) (0.20) (0.05) (0.01)
-------- -------- -------- -------- -------
Total dividends and distributions........................... (0.75) (0.74) (0.92) (0.68) (0.45)
-------- -------- -------- -------- -------
Net asset value, end of period.............................. $ 12.09 $ 12.10 $ 12.59 $ 12.61 $ 12.07
======== ======== ======== ======== =======
Total investment return (1)................................. 6.36% 2.02% 7.39% 10.42% 4.35%
======== ======== ======== ======== =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $198,918 $191,719 $162,119 $101,606 $58,752
Expenses to average net assets, net of fee waivers and
expense reimbursements...................................... 0.87%++ 0.87%++ 0.85% 1.57%++ 0.85%*
Expenses to average net assets, before fee waivers and
expense reimbursements...................................... 0.91%++ 0.93%++ 0.95% 1.70%++ 1.15%*
Net investment income to average net assets, net of fee
waivers and expense reimbursements.......................... 6.12%++ 5.49%++ 5.90% 5.44%++ 5.09%*
Net investment income to average net assets, before fee
waivers and expense reimbursements.......................... 6.08%++ 5.43%++ 5.80% 5.31%++ 4.79%*
Portfolio turnover.......................................... 585% 418% 353% 712% 978%
</TABLE>

-----------

<TABLE>
<C> <S>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
* Annualized.
++ Includes 0.02%, 0.01% and 0.72% of interest expense related
to reverse repurchase agreements during the years ended
July 31, 2000, July 31, 1999 and July 31, 1997,
respectively.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 52
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
INTERMEDIATE FIXED INCOME INVESTMENTS
-------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
------------------------------------------ ENDED
2000 1999 1998 1997 JULY 31, 1996+
-------- -------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 11.98 $ 12.35 $ 12.23 $ 11.95 $ 12.00
-------- -------- ------- ------- -------
Net investment income....................................... 0.70 0.63 0.67 0.66 0.53
Net realized and unrealized gains (losses) from investments
and foreign currency...................................... (0.16) (0.28) 0.09 0.28 (0.09)
-------- -------- ------- ------- -------
Net increase from investment operations..................... 0.54 0.35 0.76 0.94 0.44
-------- -------- ------- ------- -------
Dividends from net investment income........................ (0.70) (0.64) (0.64) (0.66) (0.48)
Distributions from net realized gains from investments...... 0.00++ (0.08) -- -- (0.01)
-------- -------- ------- ------- -------
Total dividends and distributions........................... (0.70) (0.72) (0.64) (0.66) (0.49)
-------- -------- ------- ------- -------
Net asset value, end of period.............................. $ 11.82 $ 11.98 $ 12.35 $ 12.23 $ 11.95
======== ======== ======= ======= =======
Total investment return (1)................................. 4.74% 2.81% 6.41% 8.14% 3.59%
======== ======== ======= ======= =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $134,102 $139,043 $99,690 $66,751 $41,273
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 0.78% 0.80% 0.84% 0.85% 0.85%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 0.79% 0.80% 0.84% 0.99% 1.23%*
Net investment income to average net assets, net of fee
waivers and expense reimbursements........................ 5.95% 5.26% 5.60% 5.70% 5.56%*
Net investment income to average net assets, before fee
waivers and expense reimbursements........................ 5.94% 5.26% 5.60% 5.56% 5.18%*
Portfolio turnover.......................................... 88% 89% 111% 67% 36%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
++ The Portfolio made a distribution of less than $0.005 during
the period.
* Annualized.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 53
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
STRATEGIC FIXED INCOME INVESTMENTS
--------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
------------------------------------------- ENDED
2000 1999 1998 1997 JULY 31, 1996+
-------- -------- -------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 12.33 $ 13.32 $ 13.04 $ 12.44 $ 12.00
-------- -------- -------- ------- -------
Net investment income....................................... 0.73 0.69 0.69 0.67 0.59
Net realized and unrealized gains (losses) from investments,
futures, swaps, options and foreign currency.............. (0.13) (0.64) 0.40 0.70 0.38
-------- -------- -------- ------- -------
Net increase from investment operations..................... 0.60 0.05 1.09 1.37 0.97
-------- -------- -------- ------- -------
Dividends from net investment income........................ (0.72) (0.70) (0.69) (0.67) (0.52)
Distributions from net realized gains from investments...... -- (0.34) (0.12) (0.10) (0.01)
-------- -------- -------- ------- -------
Total dividends and distributions........................... (0.72) (1.04) (0.81) (0.77) (0.53)
-------- -------- -------- ------- -------
Net asset value, end of period.............................. $ 12.21 $ 12.33 $ 13.32 $ 13.04 $ 12.44
======== ======== ======== ======= =======
Total investment return (1)................................. 5.08% 0.21% 8.66% 11.35% 8.15%
======== ======== ======== ======= =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $234,748 $222,214 $126,880 $75,174 $42,550
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 0.85% 0.88%++ 0.85% 0.85% 0.85%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 0.89% 0.92%++ 0.94% 1.10% 1.40%*
Net investment income to average net assets, net of fee
waivers and expense reimbursements........................ 6.04% 5.51%++ 5.49% 5.69% 5.85%*
Net investment income to average net assets, before fee
waivers and expense reimbursements........................ 6.00% 5.47%++ 5.40% 5.44% 5.30%*
Portfolio turnover.......................................... 391% 202% 234% 357% 166%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
++ Includes 0.03% of interest expense related to reverse
repurchase agreements for the year ended July 31, 1999.
* Annualized.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 54
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
MUNICIPAL FIXED INCOME INVESTMENTS
-----------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
---------------------------------------- ENDED
2000# 1999 1998 1997 JULY 31, 1996+
------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 12.44 $ 12.70 $ 12.67 $ 12.32 $ 12.00
------- ------- ------- ------- -------
Net investment income....................................... 0.57 0.56 0.58 0.61 0.49
Net realized and unrealized gains (losses) from
investments............................................... (0.29) (0.26) 0.02 0.38 0.27
------- ------- ------- ------- -------
Net increase from investment operations..................... 0.28 0.30 0.60 0.99 0.76
------- ------- ------- ------- -------
Dividends from net investment income........................ (0.57) (0.56) (0.57) (0.61) (0.43)
Distributions from net realized gains from investments...... -- -- -- (0.03) (0.01)
------- ------- ------- ------- -------
Total dividends and distributions........................... (0.57) (0.56) (0.57) (0.64) (0.44)
------- ------- ------- ------- -------
Net asset value, end of period.............................. $ 12.15 $ 12.44 $ 12.70 $ 12.67 $ 12.32
======= ======= ======= ======= =======
Total investment return (1)................................. 2.37% 2.34% 4.87% 8.30% 6.38%
======= ======= ======= ======= =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $53,594 $56,659 $51,638 $34,292 $17,765
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 0.85% 0.85% 0.85% 0.85% 0.85%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 0.89% 0.89% 0.93% 1.40% 1.74%*
Net investment income to average net assets, net of
fee waivers and expense reimbursements.................... 4.68% 4.42% 4.67% 5.08% 4.95%*
Net investment income to average net assets, before
fee waivers and expense reimbursements.................... 4.64% 4.38% 4.59% 4.53% 4.07%*
Portfolio turnover.......................................... 33% 11% 34% 15% 78%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
* Annualized.
# Sub-investment advisory functions for this portfolio were
transferred from Deutsche Asset Management, Inc. to
Standish, Ayer and Wood, Inc. on June 1, 2000.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 55
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
GLOBAL FIXED INCOME INVESTMENTS
-------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
------------------------------------------ ENDED
2000 1999 1998 1997 JULY 31, 1996+
-------- -------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 11.82 $ 12.25 $ 12.17 $ 12.33 $ 12.00
-------- -------- ------- ------- -------
Net investment income....................................... 0.53 0.65 0.62 0.64 0.53
Net realized and unrealized gains (losses) from investments
and foreign currency...................................... (1.10) 0.20 (0.03) (0.21) 0.27
-------- -------- ------- ------- -------
Net increase (decrease) from investment operations.......... (0.57) 0.85 0.59 0.43 0.80
-------- -------- ------- ------- -------
Dividends from net investment income and foreign currency... (0.42) (0.81) (0.40) (0.51) (0.46)
Distributions from net realized gains from investments...... (0.09) (0.47) (0.11) (0.08) (0.01)
Dividend from paid in capital............................... (0.06) -- -- -- --
-------- -------- ------- ------- -------
Total dividends and distributions........................... (0.57) (1.28) (0.51) (0.59) (0.47)
-------- -------- ------- ------- -------
Net asset value, end of period.............................. $ 10.68 $ 11.82 $ 12.25 $ 12.17 $ 12.33
======== ======== ======= ======= =======
Total investment return (1)................................. (4.97)% 6.49% 4.88% 3.54% 6.68%
======== ======== ======= ======= =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $100,831 $101,143 $88,838 $60,279 $38,296
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 0.95% 0.95% 0.95% 0.95% 0.95%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 1.18% 1.17% 1.23% 1.29% 1.61%*
Net investment income to average net assets, net of fee
waivers and expense reimbursements........................ 4.50% 4.57% 5.10% 5.36% 5.24%*
Net investment income to average net assets, before fee
waivers and expense reimbursements........................ 4.27% 4.35% 4.82% 5.02% 4.58%*
Portfolio turnover.......................................... 170% 226% 125% 270% 197%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
* Annualized.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 56
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
LARGE COMPANY VALUE EQUITY INVESTMENTS
---------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
-------------------------------------------- ENDED
2000# 1999 1998 1997 JULY 31, 1996+
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 21.14 $ 20.27 $ 20.03 $ 14.07 $ 12.00
-------- -------- -------- -------- -------
Net investment income....................................... 0.15 0.13 0.14 0.11 0.12
Net realized and unrealized gains (losses) from investments
and futures............................................... (3.17) 2.34 1.63 6.61 2.02
-------- -------- -------- -------- -------
Net increase (decrease) from investment operations.......... (3.02) 2.47 1.77 6.72 2.14
-------- -------- -------- -------- -------
Dividends from net investment income........................ (0.14) (0.14) (0.14) (0.11) (0.05)
Distributions from net realized gains from investments...... (1.63) (1.46) (1.39) (0.65) (0.02)
-------- -------- -------- -------- -------
Total dividends and distributions........................... (1.77) (1.60) (1.53) (0.76) (0.07)
-------- -------- -------- -------- -------
Net asset value, end of period.............................. $ 16.35 $ 21.14 $ 20.27 $ 20.03 $ 14.07
======== ======== ======== ======== =======
Total investment return (1)................................. (14.74)% 12.82% 9.89% 49.13% 17.90%
======== ======== ======== ======== =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $335,294 $375,465 $266,354 $180,807 $80,897
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 0.96% 0.96% 0.98% 1.00% 1.00%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 0.96% 0.96% 0.98% 1.06% 1.40%*
Net investment income to average net assets, net of fee
waivers and expense reimbursements........................ 0.85% 0.71% 0.82% 0.81% 1.22%*
Net investment income to average net assets, before fee
waivers and expense reimbursements........................ 0.85% 0.71% 0.82% 0.75% 0.82%*
Portfolio turnover.......................................... 195% 40% 34% 46% 38%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
* Annualized.
# Sub-investment advisory functions for this portfolio were
transferred from Brinson Partners, Inc. to Institutional
Capital Corp. and Westwood Management Corp. on July 1, 2000.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 57
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
LARGE COMPANY GROWTH EQUITY INVESTMENTS
---------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
-------------------------------------------- ENDED
2000 1999 1998# 1997 JULY 31, 1996+
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 25.88 $ 22.99 $ 19.28 $ 13.27 $ 12.00
-------- -------- -------- -------- -------
Net investment income (loss)................................ (0.12) (0.05) (0.03) 0.03 0.03
Net realized and unrealized gains from investments.......... 4.69 4.44 4.79 6.01 1.26
-------- -------- -------- -------- -------
Net increase from investment operations..................... 4.57 4.39 4.76 6.04 1.29
-------- -------- -------- -------- -------
Dividends from net investment income........................ -- -- (0.01) (0.03) (0.02)
Distributions from net realized gains from investments...... (0.75) (1.50) (1.04) -- --
-------- -------- -------- -------- -------
Total dividends and distributions........................... (0.75) (1.50) (1.05) (0.03) (0.02)
-------- -------- -------- -------- -------
Net asset value, end of period.............................. $ 29.70 $ 25.88 $ 22.99 $ 19.28 $ 13.27
======== ======== ======== ======== =======
Total investment return (1)................................. 17.76% 19.66% 26.40% 45.61% 10.76%
======== ======== ======== ======== =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $436,806 $379,988 $275,461 $160,334 $69,248
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 0.94% 0.97% 1.00% 1.00% 1.00%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 0.94% 0.97% 1.02% 1.05% 1.33%*
Net investment income (loss) to average net assets, net of
fee waivers and expense reimbursements.................... (0.42)% (0.24)% (0.14)% 0.22% 0.33%*
Net investment income (loss) to average net assets, before
fee waivers and expense reimbursements.................... (0.42)% (0.24)% (0.16)% 0.17% (0.01)%*
Portfolio turnover.......................................... 59% 43% 102% 73% 65%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
* Annualized.
# Sub-investment advisory functions for this portfolio were
transferred from Chancellor LGT Asset Management, Inc. to
Alliance Capital Management L.P. on November 10, 1997.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 58
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS
---------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
-------------------------------------------- ENDED
2000# 1999 1998 1997 JULY 31, 1996+
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 15.75 $ 17.39 $ 17.52 $ 12.29 $ 12.00
-------- -------- -------- -------- -------
Net investment income....................................... 0.10 0.06 0.10 0.12 0.10
Net realized and unrealized gains (losses) from
investments............................................... (1.79) (0.06) 1.14 5.55 0.23
-------- -------- -------- -------- -------
Net increase (decrease) from investment operations.......... (1.69) 0.00 1.24 5.67 0.33
-------- -------- -------- -------- -------
Dividends from net investment income........................ (0.06) (0.09) (0.13) (0.10) (0.04)
Distributions from net realized gains from investments...... (0.67) (1.55) (1.24) (0.34) --
-------- -------- -------- -------- -------
Total dividends and distributions........................... (0.73) (1.64) (1.37) (0.44) (0.04)
-------- -------- -------- -------- -------
Net asset value, end of period.............................. $ 13.33 $ 15.75 $ 17.39 $ 17.52 $ 12.29
======== ======== ======== ======== =======
Total investment return (1)................................. (10.59)% 1.16% 6.97% 46.99% 2.76%
======== ======== ======== ======== =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $213,749 $206,131 $183,558 $135,047 $63,894
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 1.00% 1.00% 0.99% 1.00% 1.00%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 1.01% 1.01% 1.00% 1.12% 1.51%*
Net investment income to average net assets, net of fee
waivers and expense reimbursements........................ 0.77% 0.42% 0.61% 1.00% 1.07%*
Net investment income to average net assets, before fee
waivers and expense reimbursements........................ 0.76% 0.41% 0.60% 0.88% 0.56%*
Portfolio turnover.......................................... 83% 57% 42% 39% 30%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
* Annualized.
# As of October 4, 1999, Ariel Capital Management Inc.,
sub-advises a portion of the Portfolio. Brandywine Asset
Management, Inc. continued to sub-advise a portion of the
Portfolio.
(1) Total investment return is calculated assuming a $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 59
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS
---------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
-------------------------------------------- ENDED
2000 1999 1998 1997# JULY 31, 1996+
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 20.62 $ 15.80 $ 14.44 $ 11.20 $ 12.00
-------- -------- -------- -------- -------
Net investment loss......................................... (0.19) (0.08) (0.03) (0.02) (0.00)**
Net realized and unrealized gains (losses) from
investments............................................... 12.58 5.28 2.03 3.26 (0.78)
-------- -------- -------- -------- -------
Net increase (decrease) from investment operations.......... 12.39 5.20 2.00 3.24 (0.78)
-------- -------- -------- -------- -------
Dividends from net investment income........................ -- -- -- -- (0.02)
Distributions from net realized gains from investments...... (2.74) (0.38) (0.64) -- --
-------- -------- -------- -------- -------
Total dividends and distributions........................... (2.74) (0.38) (0.64) -- (0.02)
-------- -------- -------- -------- -------
Net asset value, end of period.............................. $ 30.27 $ 20.62 $ 15.80 $ 14.44 $ 11.20
======== ======== ======== ======== =======
Total investment return (1)................................. 62.30% 33.62% 14.44% 28.93% (6.55)%
======== ======== ======== ======== =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $319,571 $265,405 $198,855 $125,609 $63,364
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 0.95% 1.00% 1.00% 1.00% 1.00%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 0.96% 1.01% 1.03% 1.08% 1.27%*
Net investment loss to average net assets, net of fee
waivers and expense reimbursements........................ (0.64)% (0.48)% (0.20)% (0.21)% (0.14)%*
Net investment loss to average net assets, before fee
waivers and expense reimbursements........................ (0.65)% (0.49)% (0.23)% (0.29)% (0.41)%*
Portfolio turnover.......................................... 81% 102% 131% 247% 115%
</TABLE>

------------------------

<TABLE>
<S> <C>
+ For the period August 24, 1995 (commencement of operations)
through July 31, 1996.
* Annualized.
** Amount is less than ($0.005) per share.
# Sub-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 $10,000
investment on the first day of each period reported,
reinvestment of all dividends and distributions 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 any applicable sales charges or program fees;
results would be lower if they were included. Total
investment return for period of less than one year has not
been annualized.
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page 60
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
INTERNATIONAL EQUITY INVESTMENTS
---------------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
-------------------------------------------- ENDED
2000 1999 1998 1997 JULY 31, 1996+
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 17.18 $ 16.54 $ 15.66 $ 12.79 $ 12.00
-------- -------- -------- -------- -------
Net investment income....................................... 0.07 0.07 0.16 0.10 0.12
Net realized and unrealized gains from investments and
foreign currency.......................................... 2.51 1.10 1.20 2.97 0.73
-------- -------- -------- -------- -------
Net increase from investment operations..................... 2.58 1.17 1.36 3.07 0.85
-------- -------- -------- -------- -------
Dividends from net investment income........................ (0.12) (0.19) (0.16) (0.13) (0.06)
Distributions from net realized gains from investments...... (1.02) (0.34) (0.32) (0.07) --
-------- -------- -------- -------- -------
Total dividends and distributions........................... (1.14) (0.53) (0.48) (0.20) (0.06)
-------- -------- -------- -------- -------
Capital contribution from Sub-Adviser....................... 0.05 -- -- -- --
-------- -------- -------- -------- -------
Net asset value, end of period.............................. $ 18.67 $ 17.18 $ 16.54 $ 15.66 $ 12.79
======== ======== ======== ======== =======
Total investment return (1)................................. 14.91% 7.33% 9.27% 24.30% 7.08%
======== ======== ======== ======== =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $246,452 $214,017 $164,477 $102,979 $45,331
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 1.16% 1.22% 1.21% 1.35% 1.50%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 1.16% 1.22% 1.21% 1.35% 1.81%*
Net investment income to average net assets, net of fee
waivers and expense reimbursements........................ 0.37% 0.53% 1.14% 0.95% 1.35%*
Net investment income to average net assets, before fee
waivers and expense reimbursements........................ 0.37% 0.53% 1.14% 0.95% 1.04%*
Portfolio turnover.......................................... 72% 89% 56% 55% 25%
</TABLE>

------------------------

--------------------------------------------------------------------------------
Prospectus Page 61
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

FINANCIAL HIGHLIGHTS
(Continued)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PACE
INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS
-----------------------------------------------------------
FOR THE YEARS ENDED
JULY 31, FOR THE PERIOD
---------------------------------------- ENDED
2000 1999 1998 1997 JULY 31, 1996+
------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $ 12.05 $ 10.41 $ 15.60 $ 12.49 $ 12.00
------- ------- ------- ------- -------
Net investment income (loss)................................ (0.01) 0.09 0.09 0.06 0.07
Net realized and unrealized gains (losses) from investments
and foreign currency...................................... 0.02 1.62 (5.23) 3.09 0.44
------- ------- ------- ------- -------
Net increase (decrease) from investment operations.......... 0.01 1.71 (5.14) 3.15 0.51
------- ------- ------- ------- -------
Dividends from net investment income........................ (0.10) (0.07) (0.05) (0.04) (0.02)
------- ------- ------- ------- -------
Net asset value, end of period.............................. $ 11.96 $ 12.05 $ 10.41 $ 15.60 $ 12.49
======= ======= ======= ======= =======
Total investment return (1)................................. (0.02)% 16.66% (32.99)% 25.31% 4.23%
======= ======= ======= ======= =======
Ratios/Supplemental Data:
Net assets, end of period (000's)........................... $82,179 $88,497 $63,237 $54,759 $25,481
Expenses to average net assets, net of fee waivers and
expense reimbursements.................................... 1.50% 1.50% 1.50% 1.50% 1.50%*
Expenses to average net assets, before fee waivers and
expense reimbursements.................................... 1.75% 1.79% 1.79% 2.09% 2.35%*
Net investment income (loss) to average net assets, net of
fee waivers and expense reimbursements.................... (0.08)% 1.05% 0.98% 0.63% 0.94%*
Net investment income (loss) to average net assets, before
fee waivers and expense reimbursements.................... (0.33)% 0.76% 0.69% 0.04% 0.08%*
Portfolio turnover.......................................... 115% 66% 51% 39% 22%
</TABLE>

------------------------

--------------------------------------------------------------------------------
Prospectus Page 62
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

APPENDIX A

PERFORMANCE INFORMATION FOR NEW INVESTMENT ADVISERS

Certain PACE funds have recently undergone a change in investment advisers. To
assist prospective and existing shareholders in making an informed investment
decision, this Appendix provides performance information about comparable mutual
funds, and/or a composite of all advisory accounts, managed by these new
investment advisers in a substantially similar manner to the way in which the
investment adviser manages the respective PACE Fund's assets ("Related
Performance Information").

Where an investment adviser has been managing a registered investment company
(mutual fund) with substantially similar investment objectives, policies and
strategies ("Comparable Fund") to those of a PACE fund, the Comparable Fund's
average total return is presented in accordance with SEC performance rules
(shown both before and after deducting any applicable fund sales charges). Where
an investment adviser manages advisory accounts in a manner that is
substantially similar to the way in which it manages a PACE fund's assets, this
appendix presents the composite performance of all those accounts ("Account
Composite Performance"), calculated in accordance with the recommended standards
of the Association of Investment Management and Research ("AIMR") (shown both
before and after deducting the maximum annual PACE Program fee). AIMR is a
non-profit membership and education organization that, among other things, has
formulated a set of performance presentation standards for investment advisers.
The Account Composite Performance was obtained from the records maintained by
the respective investment adviser and adjusted by Mitchell Hutchins to reflect
the fees and expenses of the corresponding PACE fund. Where applicable, both
Comparable Fund and Account Composite Performance is included. The performance
of the corresponding PACE fund is shown for Class P shares both before and after
deducting the maximum annual PACE Program fee. In addition, the performance of
an appropriate unmanaged benchmark index, not adjusted for any fees or expenses,
is provided as well.

Finally, please note that:

- Related Performance Information is not the PACE fund's own historical
performance and is not necessarily an indication of the corresponding PACE
fund's future performance. This is particularly true for Account Composite
Performance because these accounts may not be subject to certain investment
limitations, diversification requirements and other restrictions imposed on
mutual funds by the 1940 Act and the Internal Revenue Code, which, if
applicable, may have adversely affected the performance of these accounts.

- As more fully described below, certain investment advisers for which we have
included Related Performance Information manage only a portion of a PACE
fund's assets. THUS, THE FUTURE PERFORMANCE OF EACH INVESTMENT ADVISER WILL
IMPACT THE PERFORMANCE OF THE RESPECTIVE PACE FUND ONLY FOR THAT PORTION OF
THE ASSETS IT MANAGES. The percentage of a PACE fund's assets that is
allocated to a particular investment adviser can be changed by Mitchell
Hutchins at any time.

- Any investment adviser may be replaced at any time by Mitchell Hutchins,
subject to approval by the PACE fund's board of trustees. No shareholder vote
is required. THIS MANAGEMENT STRUCTURE MAY RESULT IN MORE FREQUENT TURNOVER OF
INVESTMENT ADVISERS THAN OTHER FUNDS THAT TYPICALLY MUST SEEK SHAREHOLDER
APPROVAL BEFORE MAKING SUCH A CHANGE.

--------------------------------------------------------------------------------
Prospectus Page A-1
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

1. PACE INTERMEDIATE FIXED INCOME INVESTMENTS

Account Composite Performance for Metropolitan West Asset Management LLC
("MWAM"), a new investment adviser to the fund, is provided below. Prior to
October 10, 2000, all of the fund's assets were managed by a different
investment adviser.

<TABLE>
<CAPTION>
PACE INTERMEDIATE PACE INTERMEDIATE
FIXED INCOME FIXED INCOME
MWAM INVESTMENTS INVESTMENTS
MWAM COMPOSITE AS OF CLASS P SHARES AS CLASS P SHARES AS LEHMAN BROTHERS
COMPOSITE AS OF 9/30/00 OF 9/30/00 (WITH OF 9/30/00 INTERMEDIATE
9/30/00 (WITH (WITHOUT PACE PACE PROGRAM (WITHOUT PACE GOVERNMENT
PACE PROGRAM FEE) PROGRAM FEE) FEE) PROGRAM FEE) CREDIT INDEX
----------------- --------------- ------------------ ------------------ ---------------
<S> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00).......... 4.81% 5.99% 5.00% 6.18% 6.19%
1 Year.......................... 4.59% 6.16% 4.51% 6.09% 6.25%
3 Years......................... 4.59% 6.17% 3.58% 5.15% 5.69%
5 Years......................... N/A N/A 3.65% 5.21% 6.08%
Since inception (8/24/95) of
Class P shares PACE fund....... N/A N/A 3.89% 5.46% 6.12%
</TABLE>

2. PACE MUNICIPAL FIXED INCOME INVESTMENTS

Account Composite Performance and performance for the only Comparable Mutual
Fund advised by Standish, Ayer & Wood, Inc., a new investment adviser to the
fund, is provided below. Prior to June 1, 2000, all of the fund's assets were
managed by a different investment adviser.
<TABLE>
<CAPTION>
PACE
PACE MUNICIPAL
STANDISH STANDISH MUNICIPAL FIXED INCOME
STANDISH, AYER & STANDISH, AYER & INTERMEDIATE INTERMEDIATE FIXED INCOME INVESTMENTS
WOOD, INC. WOOD, INC. TAX EXEMPT TAX EXEMPT INVESTMENTS CLASS P SHARES
COMPOSITE AS OF COMPOSITE AS OF BOND FUND AS BOND FUND AS CLASS P SHARES AS OF 9/30/00
9/30/00 (WITH 9/30/00 (WITHOUT OF 9/30/00 OF 9/30/00 AS OF 9/30/00 (WITHOUT
PACE PROGRAM PACE PROGRAM (WITH SALES (WITHOUT SALES (WITH PACE PACE
FEE) FEE) CHARGES) CHARGES) PROGRAM FEE) PROGRAM FEE)
---------------- ---------------- ------------ -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00).... 3.85% 5.01% N/A 5.12% 4.02% 5.20%
1 Year.................... 3.27% 4.81% N/A 4.93% 2.84% 4.39%
3 Years................... 2.23% 3.76% N/A 3.90% 1.94% 3.48%
5 Years................... 3.15% 4.70% N/A 5.03% 3.29% 4.85%
Since inception (8/24/95)
of Class P shares PACE
fund..................... N/A N/A N/A 5.06% 3.37% 4.93%

LEHMAN
MUNICIPAL
FIVE YEAR
BOND INDEX
----------
<S> <C>
YTD (1/1/00 - 9/30/00).... 4.80%
1 Year.................... 4.81%
3 Years................... 4.36%
5 Years................... 4.82%
Since inception (8/24/95)
of Class P shares PACE
fund..................... 4.79%
</TABLE>

3. PACE GLOBAL FIXED INCOME INVESTMENTS

Performance for the Comparable Mutual Fund managed by Fischer Francis Trees &
Watts, Inc. and its affiliates ("FFTW"), a new investment adviser to the fund,
is provided below. Prior to October 10, 2000, all of PACE Global Fixed Income
Investments' assets were managed by Rogge Global Partners plc ("Rogge Global
Partners"). As of October 10, 2000, Rogge Global Partners manages approximately
50% of the fund's assets and FFTW manages approximately 50% of the fund's
assets. Mitchell Hutchins may change these allocations at any time.

<TABLE>
<CAPTION>
PACE GLOBAL
PACE GLOBAL FIXED INCOME
FIXED INCOME INVESTMENTS
FFTW FFTW INVESTMENTS CLASS P
WORLDWIDE WORLDWIDE CLASS P SHARES LEHMAN
PORTFOLIO PORTFOLIO AS SHARES AS OF AS OF 9/30/00 GLOBAL SSB WORLD
AS OF 9/30/00 OF 9/30/00 9/30/00 (WITHOUT AGGREGATE GOVT BOND
(WITH SALES (WITHOUT SALES (WITH PACE PACE BOND INDEX INDEX
CHARGES) CHARGES) PROGRAM FEE) PROGRAM FEE) (UNHEDGED) (UNHEDGED)
------------- -------------- ------------ ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00).................. N/A (1.16)% (6.49)% (5.43)% (0.60)% (2.60)%
1 Year.................................. N/A (2.30)% (8.68)% (7.29)% (2.17)% (3.90)%
3 Years................................. N/A 3.04 % (0.79)% 0.71 % 2.84 % 2.52 %
5 Years................................. N/A 4.28 % 0.88 % 2.41 % 3.93 % 2.83 %
Since inception (8/24/95) of Class P
shares PACE fund....................... N/A 4.62 % 1.30 % 2.83 % 4.24 % 3.23 %
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page A-2
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

4. PACE LARGE COMPANY VALUE EQUITY INVESTMENTS

Related Performance Information for Institutional Capital Corp. ("ICAP"),
Westwood Management Corporation ("Westwood"), and State Street Global Advisors
("SSgA"), the investment advisers to the fund, is set forth below.

Prior to July 1, 2000, all of the fund's assets were managed by a different
investment adviser. As of July 1, 2000, ICAP and Westwood each managed
approximately 50% of the fund's assets. As of October 10, 2000, ICAP and
Westwood each manages approximately 25% of the fund's assets and SSgA manages
approximately 50% of the fund's assets. Mitchell Hutchins may change these
allocations at any time.

<TABLE>
<CAPTION>
PACE LARGE PACE LARGE
COMPANY VALUE COMPANY VALUE
EQUITY EQUITY
INVESTMENTS INVESTMENTS
SSGA COMPOSITE SSGA COMPOSITE CLASS P SHARES CLASS P SHARES RUSSELL
AS OF 9/30/00 AS OF 9/30/00 AS OF 9/30/00 AS OF 9/30/00 1000
(WITH PACE (WITHOUT PACE (WITH PACE (WITHOUT PACE VALUE
PROGRAM FEE) PROGRAM FEE) PROGRAM FEE) PROGRAM FEE) INDEX
------------------------ -------------- --------------- --------------- --------
<S> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00)................. 3.91% 5.08% (2.48)% (1.38)% 3.30%
1 Year................................. 8.69% 10.32% (1.45)% 0.04 % 8.91%
3 Years................................ 7.75% 9.37% 1.86 % 3.40 % 10.23%
5 Years................................ 17.78% 19.57% 11.62 % 13.31 % 17.59%
Since inception (8/24/95) of Class P
shares PACE fund...................... 18.25% 20.01% 12.27 % 13.97 % 18.10%
</TABLE>
<TABLE>
<CAPTION>
PACE LARGE
COMPANY VALUE
ICAP EQUITY
ICAP COMPOSITE AS ICAP EQUITY INVESTMENTS
COMPOSITE AS OF 9/30/00 ICAP EQUITY PORTFOLIO AS CLASS P SHARES AS
OF 9/30/00 (WITHOUT PORTFOLIO AS OF OF 9/30/00 OF 9/30/00 (WITH
(WITH PACE PACE 9/30/00 (WITH (WITHOUT SALES PACE PROGRAM
PROGRAM FEE) PROGRAM FEE) SALES CHARGES) CHARGES) FEE)
------------- ------------- --------------- -------------- ------------------
<S> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00)....... (0.73)% 0.39% N/A 2.01% (2.48)%
1 Year....................... 8.62 % 10.23% N/A 12.34% (1.45)%
3 Years...................... 6.28 % 7.87% N/A 8.88% 1.86 %
5 Years...................... 14.96 % 16.65% N/A 17.29% 11.62 %
Since inception (8/24/95) of
Class P shares PACE fund.... N/A N/A N/A 17.98% 12.27 %

<CAPTION>
PACE LARGE
COMPANY VALUE
EQUITY
INVESTMENTS
CLASS P SHARES RUSSELL
AS OF 9/30/00 1000
(WITHOUT PACE VALUE
PROGRAM FEE) INDEX
--------------- ------------------------
<S> <C> <C>
YTD (1/1/00 - 9/30/00)....... (1.38)% 3.30%
1 Year....................... 0.04 % 8.91%
3 Years...................... 3.40 % 10.23%
5 Years...................... 13.31 % 17.59%
Since inception (8/24/95) of
Class P shares PACE fund.... 13.97 % 18.10%
</TABLE>
<TABLE>
<CAPTION>
PACE LARGE
GABELLI COMPANY
WESTWOOD VALUE EQUITY
WESTWOOD WESTWOOD GABELLI WESTWOOD EQUITY FUND INVESTMENTS
COMPOSITE AS OF COMPOSITE AS EQUITY FUND (A SHARES) AS OF CLASS P SHARES
9/30/00 (WITH OF 9/30/00 (A SHARES) AS OF 9/30/00 AS OF 9/30/00
PACE PROGRAM (WITHOUT PACE 9/30/00 (WITH (WITHOUT SALES (WITH PACE
FEE) PROGRAM FEE) SALES CHARGES) CHARGES) PROGRAM FEE)
---------------- ------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
YTD (1/1/00 -
9/30/00)............... 7.22% 8.40% 3.76% 8.08% (2.48)%
1 Year.................. 15.28% 16.96% 14.21% 18.98% (1.45)%
3 Years................. 12.25% 13.91% 10.28% 11.79% 1.86 %
5 Years................. 20.21% 21.95% 18.74% 19.71% 11.62 %
Since inception
(8/24/95) of Class P
shares PACE fund....... N/A N/A 19.02% 19.98% 12.27 %

<CAPTION>
PACE LARGE
COMPANY VALUE
EQUITY
INVESTMENTS
CLASS P SHARES RUSSELL
AS OF 9/30/00 1000
(WITHOUT PACE VALUE
PROGRAM FEE) INDEX
--------------- --------
<S> <C> <C>
YTD (1/1/00 -
9/30/00)............... (1.38)% 3.30%
1 Year.................. 0.04 % 8.91%
3 Years................. 3.40 % 10.23%
5 Years................. 13.31 % 17.59%
Since inception
(8/24/95) of Class P
shares PACE fund....... 13.97 % 18.10%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page A-3
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

5. PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS

Account Composite performance for State Street Global Advisors ("SSgA"), an
investment adviser of the fund, is set forth below.

Prior to October 10, 2000, all of the fund's assets were managed by Alliance
Capital Management L.P. ("Alliance Capital"). As of October 10, 2000, Alliance
Capital manages approximately 60% of the fund's assets and SSgA manages
approximately 40% of the fund's assets. Mitchell Hutchins may change these
allocations at any time.

<TABLE>
<CAPTION>
PACE LARGE PACE LARGE
COMPANY GROWTH COMPANY GROWTH
EQUITY EQUITY
INVESTMENTS INVESTMENTS
SSGA COMPOSITE SSGA COMPOSITE CLASS P SHARES AS CLASS P SHARES RUSSELL
AS OF 9/30/00 AS OF 9/30/00 OF 9/30/00 (WITH AS OF 9/30/00 1000
(WITH PACE (WITHOUT PACE PACE PROGRAM (WITHOUT PACE GROWTH
PROGRAM FEE) PROGRAM FEE) FEE) PROGRAM FEE) INDEX
-------------- -------------- ------------------ ---------------- --------
<S> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00)....................... (5.74)% (4.66)% (2.37)% (1.26)% (1.37)%
1 Year....................................... 15.91% 17.64% 15.06 % 16.80 % 23.43 %
3 Years...................................... 19.03% 20.81% 18.59 % 20.39 % 22.74 %
5 Years...................................... 22.49% 24.31% 20.12 % 21.94 % 25.07 %
Since inception (8/24/95) of Class P shares
PACE fund................................... 22.90% 24.73% 20.46 % 22.28 % 25.72 %
</TABLE>

6. PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS

Performance for ICM Asset Management, Inc. ("ICM") and Ariel Capital Management
Inc. ("Ariel"), each an investment adviser of the fund, is set forth below.
Prior to October 4, 1999, all of the fund's assets were managed by a different
investment adviser. As of October 4, 1999, the former investment adviser and
Ariel Capital Management, Inc. ("Ariel") each managed a portion of the fund's
assets. As of October 10, 2000, Ariel and ICM each initially manages
approximately 50% of the fund 's assets. Mitchell Hutchins may change these
allocations at any time.

<TABLE>
<CAPTION>
PACE SMALL/MEDIUM PACE SMALL/MEDIUM
COMPANY VALUE COMPANY VALUE
ICM COMPOSITE ICM COMPOSITE EQUITY INVESTMENTS EQUITY INVESTMENTS RUSSELL RUSSELL
AS OF 9/30/00 AS OF 9/30/00 CLASS P SHARES AS OF CLASS P SHARES AS OF 2000 2500
(WITH PACE (WITHOUT PACE 9/30/00 (WITH PACE 9/30/00 (WITHOUT VALUE VALUE
PROGRAM FEE) PROGRAM FEE) PROGRAM FEE) PACE PROGRAM FEE) INDEX INDEX
-------------- -------------- --------------------- --------------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00).... 29.63% 31.61% 2.84 % 4.00 % 13.62% 11.21%
1 Year.................... 26.81% 28.74% 1.39 % 2.93 % 15.36% 15.75%
3 Years................... 0.64% 1.15% (3.72)% (2.26)% 2.11% 4.41%
5 Years................... N/A N/A 7.32 % 8.94 % 11.50% 13.33%
Since inception (8/24/95)
of Class P shares PACE
fund..................... N/A N/A 7.17 % 8.79 % 11.63% 13.47%
</TABLE>
<TABLE>
<CAPTION>
PACE SMALL/
PACE SMALL/ MEDIUM
ARIEL MEDIUM COMPANY
ARIEL COMPOSITE ARIEL COMPANY VALUE EQUITY
COMPOSITE AS OF ARIEL APPRECIATION VALUE EQUITY INVESTMENTS
AS OF 9/30/00 APPRECIATION FUND AS OF INVESTMENTS CLASS P SHARES
9/30/00 (WITHOUT FUND AS OF 9/30/00 CLASS P SHARES AS OF 9/30/00
(WITH PACE PACE 9/30/00 (WITHOUT AS OF 9/30/00 (WITHOUT
PROGRAM PROGRAM (WITH SALES SALES (WITH PACE PACE
FEE) FEE) CHARGES) CHARGES) PROGRAM FEE) PROGRAM FEE)
----------- ----------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
YTD (1/1/00 - 9/30/00)............. 7.68% 8.89% N/A 11.56% 2.84 % 4.00 %
1 Year............................. 8.93% 10.57% N/A 14.11% 1.39 % 2.93 %
3 Years............................ 8.73% 10.37% N/A 12.22% (3.72)% (2.26)%
5 Years............................ 16.46% 18.20% N/A 18.96% 7.32 % 8.94 %
Since inception (8/24/95) of
Class P shares PACE fund.......... 16.76% 18.51% N/A 18.41% 7.17 % 8.79 %

RUSSELL
MID RUSSELL
CAP 2500
VALUE VALUE
INDEX INDEX
-------- --------
<S> <C> <C>
YTD (1/1/00 - 9/30/00)............. 8.90% 11.21%
1 Year............................. 13.00% 15.75%
3 Years............................ 5.96% 4.41%
5 Years............................ 14.07% 13.33%
Since inception (8/24/95) of
Class P shares PACE fund.......... 14.33% 13.47%
</TABLE>

--------------------------------------------------------------------------------
Prospectus Page A-4
<PAGE>
--------------------------------------------------------------------------------
------------------------
PaineWebber PACE Select Advisors Trust

If you want more information about the funds, the following documents are
available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS:

Additional information about the funds' investments is available in the funds'
annual and semi-annual reports to shareholders. In the funds' annual reports,
you will find a discussion of the market conditions and investment strategies
that significantly affected the funds' performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI):

The SAI provides more detailed information about the funds and is incorporated
by reference into this prospectus.

You may discuss your questions about the funds by contacting your Financial
Advisor. You may obtain free copies of the funds' annual and semi-annual reports
and the SAI by contacting the funds directly at 1-800-647-1568.

You may review and copy information about the funds, including shareholder
reports and the SAI, at the Public Reference Room of the Securities and Exchange
Commission. You may obtain information about the operations of the SEC's Public
Reference Room by calling the SEC at 1-202-942-8090. You can get copies of
reports and other information about the funds:

- For a fee, by electronic request at [email protected] or by writing the SEC's
Public Reference Section, Washington, D.C. 20549-0102; or

- Free from the EDGAR Database on the SEC's Internet website at:
http://www.sec.gov

PaineWebber PACE Select Advisors Trust
Investment Company Act File No. 811-8764

---------------
--------------------------------------------------------------------------------