<PAGE>
[LOGO]
The following is a supplement to the Prospectus, dated December 1, 1999, of
PAINEWEBBER PACE SELECT ADVISORS TRUST ("PACE Trust"). This supplement
supersedes all prior supplements to this Prospectus.
October 10, 2000
Dear PaineWebber PACE-TM- Investor:
The purpose of this supplement is to notify you of changes that have
occurred since December 1, 1999 in investment advisers for several portfolios
(each a "fund") of PACE Trust and related investment strategy changes. This
supplement also includes information about the proposed acquisition of Paine
Webber Group Inc. by UBS AG and changes to non-fundamental investment policies
that were provided to you in prior supplements.
A significant part of the services you receive within the PACE Program is
the ongoing review and due diligence by Mitchell Hutchins Asset Management Inc.
("Mitchell Hutchins") of the PACE investment advisers. As part of this process,
the board of trustees of PACE Trust has engaged a number of new investment
advisers to sub-advise all or a portion of some of the funds' assets. The funds,
their current investment advisers and the dates on which each assumed their
management responsibilities are listed in the table below.
<TABLE>
PACE Fund Investment Adviser(s)
--------------------------------------------- ---------------------------------------------
<S> <C>
PACE Intermediate Fixed Income Investments Metropolitan West Asset Management, LLC
(since October 10, 2000)
PACE Municipal Fixed Income Investments Standish, Ayer & Wood, Inc. (since June 1,
2000)
PACE Global Fixed Income Investments Rogge Global Partners plc (since August 24,
1995) Fischer Francis Trees & Watts, Inc.
(since October 10, 2000)
PACE Large Company Value Equity Investments Institutional Capital Corporation (since
July 1, 2000) Westwood Management Corporation
(since July 1, 2000) State Street Global
Advisors (since October 10, 2000)
PACE Large Company Growth Equity Investments Alliance Capital Management L.P. (since
November 10, 1997) State Street Global
Advisors (since October 10, 2000)
PACE Small/Medium Company Value Equity Ariel Capital Management, Inc. (since October
Investments 4, 1999) ICM Asset Management, Inc. (since
October 10, 2000)
</TABLE>
These new investment advisers and related changes in the above funds'
investment strategies are described in greater detail below. The new
sub-advisers expect to realign the funds' portfolios to reflect their
proprietary investment strategies over the next several weeks. As a result,
during this period, these funds may experience higher portfolio turnover than
normal and higher related transaction costs, including brokerage commissions. In
addition, a fund may realize capital gains when portfolio positions are sold by
a new sub-adviser. These realized capital gains may increase a fund's taxable
dividends for the current year.
AS A RESULT OF THESE CHANGES, THE PROSPECTUS DATED DECEMBER 1, 1999 IS REVISED
AS FOLLOWS:
FOR PACE INTERMEDIATE FIXED INCOME INVESTMENTS, THE SECTION CAPTIONED "PRINCIPAL
INVESTMENT STRATEGIES" ON P. 9 OF THE PROSPECTUS IS REVISED BY REPLACING THE
FOURTH PARAGRAPH IN ITS ENTIRETY WITH THE FOLLOWING:
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 and sell 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.
Item #T201
<PAGE>
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.
FOR PACE MUNICIPAL FIXED INCOME INVESTMENTS, THE SECTION CAPTIONED "PRINCIPAL
INVESTMENT STRATEGIES" ON P. 15 OF THE PROSPECTUS IS REVISED BY REPLACING THE
FOURTH PARAGRAPH IN ITS ENTIRETY WITH THE FOLLOWING:
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 or sell 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.
FOR PACE GLOBAL FIXED INCOME INVESTMENTS, THE SECTION CAPTIONED "PRINCIPAL
INVESTMENT STRATEGIES" ON P. 18 OF THE PROSPECTUS IS REVISED BY REPLACING THE
FOURTH PARAGRAPH IN ITS ENTIRETY WITH THE FOLLOWING:
Mitchell Hutchins Asset Management Inc., the fund's
manager, has selected Rogge Global Partners plc and
Fischer Francis Trees & Watts, Inc. ("FFTW"), to serve as
the fund's investment advisers. Mitchell Hutchins
allocates the fund's assets between Rogge Global Partners
and FFTW.
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 or sell 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. Rogge
Global Partners also uses an optimization model to help
determine country, currency and duration positions for the
fund.
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 portfolios around
diversified and balanced off-benchmark securities that
FFTW expects to have low relative correlations,
(2) identifying the most attractive sectors and the most
attractive individual securities within these sectors and
(3) monitoring of 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, and monetary and fiscal policies. FFTW decides
which securities to buy or sell for the fund by looking
for investment opportunities where its opinions on the
current economic environment of a bloc or country differ
from current market valuations.
FOR PACE LARGE COMPANY VALUE EQUITY INVESTMENTS, THE SECTION CAPTIONED
"PRINCIPAL INVESTMENT STRATEGIES" ON P. 21 OF THE PROSPECTUS IS REPLACED IN ITS
ENTIRETY WITH THE FOLLOWING:
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
2
<PAGE>
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. SSgA initially manages
approximately 50% of the fund's assets, and ICAP and
Westwood manage approximately 25% each. Mitchell Hutchins
allocates the fund's assets among the three sub-advisers.
The relative values of assets allocated to each
sub-adviser can change at any 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
schemes 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 managing deviations from the benchmark to
maximize the risk/reward trade-off. The resulting
portfolio has characteristics similar to the Russell 1000
Value Index.
FOR PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS, THE SECTION CAPTIONED
"PRINCIPAL INVESTMENT STRATEGIES" ON P. 24 OF THE PROSPECTUS IS REPLACED IN ITS
ENTIRETY WITH THE FOLLOWING:
The fund invests primarily in stocks of U.S. 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
3
<PAGE>
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.
Alliance Capital initially manages approximately 60% of
the fund's assets and SSgA manages approximately 40%.
Mitchell Hutchins allocates the fund's assets between the
two sub-advisers. The relative values of assets allocated
to each sub-adviser can change at any time.
In managing its share of the fund's assets, Alliance
Capital follows its "disciplined growth" strategy and
seeks 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
schemes 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.
FOR PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS, THE SECTION CAPTIONED
"PRINCIPAL INVESTMENT STRATEGIES" ON P. 27 OF THE PROSPECTUS IS REVISED BY
REPLACING THE THIRD, FOURTH AND FIFTH PARAGRAPHS IN THEIR ENTIRETY WITH THE
FOLLOWING:
Mitchell Hutchins Asset Management Inc, the fund's
manager, has selected Ariel Capital Management, L.P.
("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.
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 price/earnings
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 or sell 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
4
<PAGE>
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.
THE SECTION AT P. 39 OF THE PROSPECTUS CAPTIONED "MORE ABOUT RISKS AND
INVESTMENT STRATEGIES" IS REVISED BY REPLACING THE PARAGRAPH CAPTIONED "INTEREST
RATE RISK" IN ITS ENTIRETY AND ADDING A NEW PARAGRAPH TITLED "INDEX STRATEGY
RISK." THE REVISED DISCLOSURE IS AS FOLLOWS:
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.
INDEX STRATEGY RISK. SSgA's proprietary strategies may not
result in the portion of fund assets that it manages for
PACE LARGE COMPANY VALUE EQUITY INVESTMENTS and PACE LARGE
COMPANY GROWTH EQUITY INVESTMENTS outperforming the total
return of the designated index, and these assets may even
underperform relative to the index. Its performance also
may deviate from that of the index because of shareholder
purchases and sales of shares, which can occur daily, and
because of fees and expenses borne by the fund.
THE SECTION AT P. 44 OF THE PROSPECTUS CAPTIONED "MANAGER AND INVESTMENT
ADVISERS" IS REPLACED IN ITS ENTIRETY BY THE FOLLOWING:
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 wholly owned by Paine
Webber Group Inc. ("PW Group"), a publicly owned financial
services holding company. On August 31, 2000, Mitchell
Hutchins was adviser or sub-adviser of 31 investment
companies with 75 separate portfolios and aggregate assets
of approximately $57.7 billion.
On July 12, 2000, PW Group and UBS AG ("UBS") announced
that they had entered into an agreement and plan of merger
under which PW Group will merge into a wholly owned
subsidiary of UBS. If all required approvals are obtained
and the required conditions are satisfied, PW Group and
UBS expect to complete the transaction in November 2000.
UBS, with headquarters in Zurich, Switzerland, is an
internationally diversified organization with operations
in many areas of the financial services industry.
Mitchell Hutchins provides investment advisory services
for PACE Money Market Investments. Mitchell Hutchins
selects investment advisers for the other funds, subject
to approval of the board, and reviews the performance of
those investment advisers.
5
<PAGE>
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.
THE SECTION AT P. 44 OF THE PROSPECTUS CAPTIONED "INVESTMENT ADVISERS AND
PORTFOLIO MANAGERS" IS REVISED BY REPLACING THE TEXT CONCERNING PACE
INTERMEDIATE 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 AND PACE SMALL/MEDIUM
COMPANY VALUE EQUITY INVESTMENTS IN ITS ENTIRETY WITH THE FOLLOWING:
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 approximately
$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.
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. ("FFTW") serve as investment advisers for PACE
Global Fixed Income Investments. Rogge Global
6
<PAGE>
Partners is located at Sion Hall, 56 Victoria Embankment,
London, EC4Y ODZ. Rogge Global Partners was organized in
1984 and specializes in global fixed income management.
Rogge Global Partners uses a team approach in managing its
share of the fund's portfolio. The team is led 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 fund
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 J.P.
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
Management managing U.S., global and short-term mandates.
Before joining Rothschild, she spent seven years at J.P.
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).
Fisher Francis Trees & Watts, Inc. is located at 200 Park
Avenue, 46th Floor, New York, New York 10166. 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.
7
<PAGE>
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. 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 portfolios. He was
previously first vice president and London branch manager
of Julius Baer Investment Management, Inc.
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.
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. 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.
8
<PAGE>
SSgA is located at Two International Place, Boston,
Massachusetts 02110, and is the investment management
division of State Street Bank and Trust Company. 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 portfolio 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.
SSgA is located at Two International Place, Boston,
Massachusetts 02110, and is the investment management
division of State Street Bank and Trust Company. 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 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. Eric T. McKissack is primarily
responsible for the day-to-day management of the fund's
assets allocated to Ariel and has 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,
Washington 99201. 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 Jim Simmons, CFA. Seven
experienced analysts round out the research team led by
Messrs. Simmons and Jones.
Mr. Simmons is the founder and president, chief investment
officer and a director of ICM. Mr. Jones is a senior
portfolio manager with ICM and has specialized in managing
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 a total of 13 years experience in the
securities industry.
9
