PAINEWEBBER PACE SELECT ADVISORS TRUST, 497, 2000-12-22

PAINEWEBBER PACE SELECT ADVISORS TRUST
497, 2000-12-22

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<PAGE>

PAINEWEBBER GLOBAL INCOME FUND
(A SERIES OF PAINEWEBBER INVESTMENT SERIES)
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114

December 20, 2000

Dear Shareholder,

The enclosed proxy statement and prospectus asks for your vote on a
proposal that will determine the future of PaineWebber Global Income Fund.

We are seeking shareholder approval to merge Global Income Fund into PACE
Global Fixed Income Investments ("PACE Fund"). If the merger is approved, you
will receive shares of the corresponding class of shares of the PACE Fund in
exchange for your Global Income Fund shares, and Global Income Fund will cease
operations. The expenses of each class of shares of the PACE Fund following
the merger would be slightly lower than the current expenses of the
corresponding class of Global Income Fund.

Mitchell Hutchins is the investment manager for both Funds and has retained
unaffiliated firms, Rogge Global Partners plc and Fischer Francis Trees &
Watts, Inc. (and its affiliates), to manage each Fund's assets. The two Funds
have similar investment objectives and policies in that both seek a
combination of capital appreciation and income. Each Fund invests primarily in
bonds of governmental and private issuers in the United States and developed
foreign countries. The PACE Fund invests primarily in bonds in one of the
three highest ratings categories, while Global Income Fund invests primarily
in bonds in one of the two highest ratings categories.

The enclosed document describes the proposed merger more fully and compares
the investment strategies and policies, risk characteristics, operating
expenses and performance histories of the two Funds in more detail. Please
read this document carefully. We have included a "Question and Answer" section
that we believe will be helpful to most investors.

YOUR VOTE IS VERY IMPORTANT. After reviewing the enclosed document, please
complete, date and sign your proxy card and return it TODAY in the enclosed
postage-paid return envelope. Or you may vote your shares by telephone or the
internet. Voting your shares early will avoid costly follow-up mail and
telephone solicitation.

THE BOARD UNANIMOUSLY URGES THAT YOU VOTE "FOR" THE PROPOSED MERGER.

Sincerely,

/s/ Brian M. Storms
Brian M. Storms
President
<PAGE>

PAINEWEBBER GLOBAL INCOME FUND PROPOSED MERGER
QUESTIONS AND ANSWERS

On October 6, 2000, the Board of Trustees of PaineWebber Investment Series
("Investment Series"), on behalf of its series, PaineWebber Global Income Fund
("Global Income Fund"), unanimously approved the merger of Global Income Fund
into PACE Global Fixed Income Investments ("PACE Global Fixed Income Fund"), a
series of PaineWebber PACE Select Advisors Trust ("PACE Trust"). This merger,
however, can occur only if Global Income Fund's shareholders approve the
transaction. Here are answers to some of the most commonly asked questions.

WHAT IS A MERGER?

A fund is said to merge with another fund when it transfers its assets and
liabilities to that other fund; subsequently, the old fund ceases to operate.
Shareholders of the old fund become shareholders of the acquiring fund.

WHY IS THIS MERGER BEING PROPOSED?

Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins") and
Investment Series' Board believe that Global Income Fund's shareholders will
benefit from the merger with PACE Global Fixed Income Fund because the
combined Fund would have a larger asset base, which should provide greater
opportunities for diversifying investments and realizing economies of scale.
In addition, the Board and Mitchell Hutchins believe that operating two funds
that offer significantly overlapping investments and similar management would
result in higher expenses and less efficient operations than a single fund
that combines the assets of the two original funds.

Global Income Fund and PACE Global Fixed Income Fund have similar
investment objectives. Global Income Fund primarily seeks high current income
consistent with prudent investment risk and secondarily seeks capital
appreciation, while PACE Global Fixed Income Fund seeks high total return.
Each Fund invests primarily in bonds of governmental and private issuers in
the United States and developed foreign countries. PACE Global Fixed Income
Fund invests primarily in bonds in one of the three highest ratings categories
(or of comparable quality), while Global Income Fund invests primarily in
bonds in one of the two highest ratings categories (or of comparable quality).
PACE Global Fixed Income Fund invests in bonds of varying maturities, but
normally limits its portfolio duration to between four and eight years. Global
Income Fund has no stated duration policy. Global Income Fund generally has
been managed in a more conservative manner than PACE Global Fixed Income Fund.
(See "Comparison of the Funds" on page 6 of the Combined Proxy
Statement/Prospectus for more information on the investment policies and risks
of each Fund.)

Effective October 10, 2000, Mitchell Hutchins allocated Global Income
Fund's assets between the same sub-advisers -- Rogge Global Partners plc and
Fischer Francis Trees & Watts, Inc. (and its affiliates) -- that are sub-
advisers to PACE Global Fixed Income Fund. Each sub-adviser uses the same
basic investment strategy for both Funds. As a result, the two Funds are now
managed in a similar manner.

HOW MANY SHARES WILL I RECEIVE AT THE TIME OF THE MERGER?

If the merger is approved, you will receive full and fractional shares of
the corresponding class of PACE Global Fixed Income Fund having a total value
equal to the total value of your Global Income Fund shares at the time of the
merger. Although the two Funds will have different net asset values per share,
each class of shares of PACE Global Fixed Income Fund issued in the merger
will otherwise have characteristics that are substantially identical to the
corresponding class of shares of Global Income Fund.

IF I CURRENTLY ELECT TO RECEIVE MY GLOBAL INCOME FUND DIVIDEND AS CASH OR IF I
HAVE THE DIVIDEND AUTOMATICALLY REINVESTED INTO THE FUND, WILL MY DISTRIBUTION
CHOICE REMAIN THE SAME FOR MY PACE GLOBAL FIXED INCOME FUND SHARES AFTER THE
MERGER?

Yes, your distribution choice will remain the same after the merger.

1
<PAGE>

WILL I HAVE TO PAY TAXES AS A RESULT OF THE MERGER?

The merger has been structured as a tax-free transaction, which means that
no gain or loss will be recognized by either Fund as a direct result of the
merger. This means that you will not realize any gain or loss on your receipt
of PACE Global Fixed Income Fund shares, and that your basis for the PACE
Global Fixed Income Fund shares you receive in the merger will be the same as
the basis for your Global Income Fund shares.

Immediately prior to the merger, Global Income Fund will have to distribute
all of its previously undistributed income and net capital gain, if any, to
its shareholders, and that distribution will be taxable to Global Income Fund
shareholders. You should note, however, that both Funds pay monthly dividends
and must distribute by December 31, 2000 their net capital gain for the one-
year period ended October 31, 2000. This distribution must be made regardless
of whether the merger takes place because of tax requirements applicable to
all mutual funds. This means that if you remain a shareholder of Global Income
Fund, if the merger takes place, you may receive two taxable distributions of
net capital gain, if any, within a short period of time.

HOW WILL THE MERGER AFFECT FUND EXPENSES?

The management fee paid by PACE Global Fixed Income Fund to Mitchell
Hutchins is greater than the management fee paid by Global Income Fund.
However, the post-merger combined Fund is expected to have overall operating
expenses that are lower than the current operating expenses of Global Income
Fund. The overall operating expenses of PACE Global Fixed Income Fund are
subject to a written management fee waiver and expense reimbursement agreement
between the Fund and Mitchell Hutchins, which will remain in effect through
December 1, 2002. Absent that agreement, it is expected that the overall
operating expenses of the combined Fund would be higher than the current
operating expenses of Global Income Fund. If the management fee waiver and
expense reimbursement agreement is not renewed after December 1, 2002, the
combined Fund will have overall operating expenses for each class of shares
that are higher than the current expenses of Global Income Fund, assuming that
the operating expenses of the combined Fund remain the same. (For more details
about fees and expenses of each class of shares, see "Comparative Fee Table"
beginning on page 2 of the Combined Proxy Statement/Prospectus.)

HOW HAVE PACE GLOBAL FIXED INCOME FUND AND GLOBAL INCOME FUND PERFORMED?

The following tables show the average annual total returns over several
time periods for each class of shares of Global Income Fund and the Class P
shares of PACE Global Fixed Income Fund (the only outstanding class of shares
during the periods shown). A Fund's past performance does not necessarily
indicate how it will perform in the future. This may be particularly true for
both these Funds because the current sub-advisers did not manage Global Income
Fund's assets during the periods shown and Rogge Global Partners plc was the
sole sub-adviser for PACE Global Fixed Income Fund's assets during the periods
shown.

The table for Global Income Fund reflects sales charges on its Class A, B
and C shares and the higher expenses for these classes due to the fees paid
under their Rule 12b-1 plans. The table for PACE Global Fixed Income Fund
reflects the maximum annual PaineWebber PACESM Select Advisors Program fee of
1.50% (which does not apply to shares received in the merger). A footnote to
this table shows the performance of PACE Global Fixed Income Fund's Class P
shares for the same periods without deduction of this fee. The tables also
compare each Fund's returns to returns of a broad-based market index. The
comparative indices are unmanaged and, therefore, do not reflect the deduction
of any sales charges or expenses.

The different sales charges, expenses and program fees applicable to the
different classes of shares of the two Funds and the different periods for
which performance is shown after the 1999 calendar year make it difficult to
compare the Funds' performance. However, because the Class Y shares of Global
Income Fund are not subject to any sales charges or 12b-1 fees, they are most
comparable to the Class P shares of PACE Global Fixed Income Fund. The
performance of Global Income Fund's Class Y shares for the 1999 calendar year
can thus be compared to that of the Class P shares of PACE Global Fixed Income
Fund before deduction of the PACE SM Select Advisors Program fee, as shown in
the footnote to that Fund's table.

2
<PAGE>

PACE GLOBAL FIXED INCOME FUND
AVERAGE ANNUAL TOTAL RETURNS*
(as of December 31, 1999)

<TABLE>
<CAPTION>
CLASS CLASS P SALOMON SMITH BARNEY WORLD
(INCEPTION DATE) (8/24/95) GOVERNMENT BOND INDEX
---------------- --------- --------------------------
<S> <C> <C>
One Year................................... (9.88)% (4.27)%
Life of Class.............................. 3.10% 4.43%
</TABLE>
----------------
* The above performance reflects the deduction of the maximum annual PACE SM
Select Advisors Program fee of 1.50% (which does not apply to shares
received in the merger). If the program fee were not deducted, the average
annual total returns of the Fund's Class P shares would be (8.52)% for the
year ended December 31, 1999 and 4.66% for "Life of Class."

GLOBAL INCOME FUND
AVERAGE ANNUAL TOTAL RETURNS
(as of December 31, 1999)

<TABLE>
<CAPTION>
SALOMON SMITH BARNEY
CLASS CLASS A CLASS B* CLASS C CLASS Y WORLD GOVERNMENT
(INCEPTION DATE) (7/1/91) (3/20/87) (7/2/92) (8/26/91) BOND INDEX
---------------- -------- --------- -------- --------- --------------------
<S> <C> <C> <C> <C> <C>
One Year............ (7.77)% (9.43)% (5.09)% (3.60)% (4.27)%
Five Years.......... 5.16% 4.83% 5.51% 6.36% 6.42%
Ten Years........... N/A 6.75% N/A N/A 8.03%
Life of Class....... 5.58% 7.98% 4.80% 6.35% **
</TABLE>
----------------
* Assumes conversion of Class B shares to Class A shares after six years.

** Average annual total returns for the Salomon Smith Barney World Government
Bond Index since inception for each class were as follows: Class A --
8.17%; Class B -- 7.94%; Class C -- 6.63%; and Class Y -- 7.82%.

WHEN WILL THE PROPOSED MERGER OCCUR?

The Funds expect to merge in February 2001, assuming Global Income Fund
shareholder approval at the special meeting scheduled to be held on January
25, 2001.

CAN I SELL OR EXCHANGE MY GLOBAL INCOME FUND SHARES BEFORE THE MERGER?

If you do not wish to receive shares of PACE Global Fixed Income Fund, you
are free to sell or exchange your Global Income Fund shares at any time prior
to the merger. You will be subject to any applicable contingent deferred sales
charges and taxes if you sell your Global Income Fund shares. If you elect to
exchange your shares prior to the merger, you may be subject to taxes. Consult
your tax adviser for the tax implications of an exchange. Please call your
Financial Advisor to discuss your investment options or with any questions.

WHAT IS THE BOARD'S RECOMMENDATION ON THE MERGER?

Your Board of Trustees unanimously recommends a vote "FOR" the merger.

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<PAGE>

PAINEWEBBER GLOBAL INCOME FUND
(A SERIES OF PAINEWEBBER INVESTMENT SERIES)
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JANUARY 25, 2001

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

To the Shareholders:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders ("Meeting")
of PaineWebber Global Income Fund ("Global Income Fund"), a series of
PaineWebber Investment Series ("Investment Series"), will be held on January
25, 2001, at 1285 Avenue of the Americas, 14th Floor, New York, New York,
10019-6028, at 1 p.m., Eastern time, for the following purpose:

To approve or disapprove the Agreement and Plan of Reorganization and
Termination ("Plan") that provides for the reorganization of Global Income
Fund into PACE Global Fixed Income Investments ("PACE Global Fixed Income
Fund"), a series of PaineWebber PACE Select Advisors Trust ("PACE Trust").
Pursuant to the Plan, Global Income Fund will transfer all its assets to
PACE Global Fixed Income Fund, which will assume all the stated liabilities
of Global Income Fund, and PACE Trust will issue to each Global Income Fund
shareholder the number of full and fractional shares of the applicable
class of PACE Global Fixed Income Fund having an aggregate net asset value
that, on the effective date of the reorganization, is equal to the
aggregate net asset value of the shareholder's shares of Global Income
Fund.

Shareholders of record as of the close of business on November 21, 2000,
are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.

Please execute and return promptly in the enclosed envelope the
accompanying proxy, which is being solicited by the Board of Trustees of
Investment Series, or vote your shares by telephone or the internet. Returning
your proxy promptly is important to ensure a quorum at the Meeting. You may
revoke your proxy at any time before it is exercised by the subsequent
execution and submission of a revised proxy, by giving written notice of
revocation to Investment Series or by voting in person at the Meeting.

By Order of the Board of Trustees,

Dianne E. O'Donnell
Secretary

December 20, 2000
51 West 52nd Street
New York, New York 10019-6114
<PAGE>

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.

Please indicate your voting instructions on the enclosed proxy card, sign
and date the card and return it in the envelope provided. IF YOU SIGN, DATE
AND RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL
BE VOTED "FOR" THE PROPOSAL DESCRIBED ABOVE. In order to avoid the
additional expense of further solicitation, we ask your cooperation in
mailing your proxy card promptly. As an alternative to using the paper proxy
card to vote, you may vote shares that are registered in your name, as well
as shares held in "street name" through a broker, via the internet or
telephone. To vote in this manner, you will need the 14-digit "control"
number(s) that appear on your proxy card(s).

To vote via the internet, please access https://vote.proxy-direct.com on
the World Wide Web and follow the on-screen instructions.

You may also call 1-800-597-7836 and vote by telephone.

If we do not receive your completed proxy cards after several weeks, our
proxy solicitor, Shareholder Communications Corporation, may contact you.
Our proxy solicitor will remind you to vote your shares or will record your
vote over the phone if you choose to vote in that manner.

ii
<PAGE>

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense involved in validating your vote if you
fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy
card.

3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:

<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
Corporate Accounts
(1) ABC Corp.................................. ABC Corp. John Doe, Treasurer
(2) ABC Corp.................................. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer......... John Doe
(4) ABC Corp. Profit Sharing Plan............. John Doe, Trustee

Partnership Accounts
(1) The XYZ Partnership....................... Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership...... Jane B. Smith, General Partner

Trust Accounts
(1) ABC Trust Account......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78....... Jane B. Doe

Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith,
Jr., UGMA/UTMA............................... John B. Smith
(2) Estate of John B. Smith................... John B. Smith, Jr., Executor
</TABLE>

iii
<PAGE>

PAINEWEBBER GLOBAL INCOME FUND
(A SERIES OF PAINEWEBBER INVESTMENT SERIES)
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114
1-800-647-1568

PACE GLOBAL FIXED INCOME INVESTMENTS
(A SERIES OF PAINEWEBBER PACE SELECT ADVISORS TRUST)
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114
1-800-647-1568

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

COMBINED PROXY STATEMENT AND PROSPECTUS
DATED: DECEMBER 20, 2000

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

This Combined Proxy Statement and Prospectus ("Proxy Statement/Prospectus")
is being furnished in connection with a Special Meeting of Shareholders of
PaineWebber Global Income Fund ("Global Income Fund"), a series of PaineWebber
Investment Series ("Investment Series"), a Massachusetts business trust, to be
held on January 25, 2001, at 1285 Avenue of the Americas, 14th Floor, New
York, New York, 10019-6028, at 1 p.m., Eastern time (such meeting and any
adjournments thereof are referred to collectively as the "Meeting"). At the
Meeting, the shareholders of Global Income Fund will be asked to consider and
approve the following proposal:

To approve or disapprove the Agreement and Plan of Reorganization and
Termination ("Plan"), which provides for the reorganization of Global
Income Fund into PACE Global Fixed Income Investments ("PACE Global
Fixed Income Fund"), a series of PaineWebber PACE Select Advisors Trust
("PACE Trust"). Pursuant to the Plan, Global Income Fund will transfer
all its assets to PACE Global Fixed Income Fund, which will assume all
the stated liabilities of Global Income Fund, and PACE Trust will issue
to each Global Income Fund shareholder the number of full and
fractional shares of the applicable class of PACE Global Fixed Income
Fund having an aggregate net asset value that, on the effective date of
the reorganization, is equal to the aggregate net asset value of the
shareholder's shares of Global Income Fund.

A form of the Plan is attached as Appendix A to this Proxy
Statement/Prospectus. THE BOARD OF TRUSTEES OF INVESTMENT SERIES HAS
UNANIMOUSLY APPROVED THE PLAN AS BEING IN THE BEST INTERESTS OF GLOBAL INCOME
FUND AND ITS SHAREHOLDERS. Global Income Fund and PACE Global Fixed Income
Fund sometimes are referred to individually as a "Fund" and together as
"Funds.")

Pursuant to the Plan, Global Income Fund will transfer all its assets to
PACE Global Fixed Income Fund, which will assume all the stated liabilities of
Global Income Fund, and PACE Trust will issue to each Global Income Fund
shareholder the number of full and fractional shares of beneficial interest in
the applicable class of PACE Global Fixed Income Fund having an aggregate net
asset value ("NAV") that, on the effective date of the reorganization, is
equal to the aggregate NAV of the shareholder's shares of beneficial interest
in the corresponding class of Global Income Fund (the "Reorganization"). The
value of each Global Income Fund shareholder's account with PACE Global Fixed
Income Fund immediately after the Reorganization will be the same as the value
of such shareholder's account with Global Income Fund immediately prior to the
Reorganization. As a result of the Reorganization, shareholders of each class
of shares of Global Income Fund

AS WITH ALL OTHER MUTUAL FUND SECURITIES, THE SEC HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR DETERMINED WHETHER THE INFORMATION IN THIS
PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYONE WHO TELLS YOU
OTHERWISE IS COMMITTING A CRIME.

<PAGE>

will become shareholders of the corresponding class of shares of PACE Global
Fixed Income Fund. No sales charges will be assessed on the shares of PACE
Global Fixed Income Fund issued in connection with the Reorganization.

PACE Global Fixed Income Fund is a non-diversified series of PACE Trust,
which is an open-end management investment company currently comprised of
twelve series. PACE Global Fixed Income Fund's investment objective is high
total return. The Fund seeks to achieve its investment objective by investing
primarily in high-grade bonds (in one of the three highest ratings categories
or of comparable quality) of governmental and private issuers in the United
States and in developed foreign countries. The Fund invests in bonds of
varying maturities, but normally limits its portfolio duration to between four
and eight years. Mitchell Hutchins allocates the Fund's assets between two
sub-advisers.

This Proxy Statement/Prospectus sets forth the information that a Global
Income Fund shareholder should know before voting on the Plan. It should be
read carefully and retained for future reference.

A Statement of Additional Information ("SAI") dated December 20, 2000,
containing additional information about the Reorganization, including
historical financial statements, has been filed with the Securities and
Exchange Commission ("SEC") and is hereby incorporated by reference in its
entirety into this Proxy Statement/Prospectus. PACE Global Fixed Income Fund's
Annual Report to Shareholders for the fiscal year ended July 31, 2000, has
been filed with the SEC and is incorporated by reference in the SAI.
Information about Global Income Fund is included in its current Prospectus and
SAI, each dated March 1, 2000, as supplemented, which are on file with the SEC
and are hereby incorporated by reference into this Proxy Statement/Prospectus.
Copies of the other referenced documents, as well as Global Income Fund's
Semi-Annual Report to Shareholders for the six months ended April 30, 2000,
and its Annual Report to Shareholders for the fiscal year ended October 31,
1999, are available without charge by writing either Global Income Fund or
PACE Global Fixed Income Fund at the address shown above, or by calling 1-800-
647-1568. The SEC maintains an internet web site at http://www.sec.gov that
contains information regarding PACE Trust and Investment Series. Copies of
such material may also be obtained, after paying a duplicating fee, from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, DC, 20549, or by electronic
request at the following e-mail address: [email protected]. Additional
information about the Funds also may be obtained on the Web at
http://www.painewebber.com.

ii
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION TITLE PAGE
------------- ----
<S> <C>
INTRODUCTION............................................................. 1
PROPOSAL: TO APPROVE OR DISAPPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION AND TERMINATION.......................................... 2
SYNOPSIS................................................................. 2
The Proposed Reorganization............................................. 2
Comparative Fee Table................................................... 2
Summary Comparison of the Funds......................................... 4
COMPARISON OF PRINCIPAL RISK FACTORS..................................... 5
COMPARISON OF THE FUNDS.................................................. 6
Investment Objectives................................................... 6
Investment Policies..................................................... 6
Operations of PACE Global Fixed Income Fund Following the
Reorganization......................................................... 8
Performance............................................................. 9
Sales Charges........................................................... 11
Dividends and Other Distributions....................................... 11
Taxes................................................................... 11
FLEXIBLE PRICING: BUYING, SELLING AND EXCHANGING SHARES OF PACE GLOBAL
FIXED INCOME FUND....................................................... 11
Flexible Pricing........................................................ 11
Buying Shares........................................................... 15
Selling Shares.......................................................... 16
Exchanging Shares....................................................... 16
Pricing and Valuation................................................... 17
MANAGEMENT............................................................... 18
Investment Manager and Investment Adviser............................... 18
Sub-Advisers............................................................ 18
Advisory Fees and Fund Expenses......................................... 20
ADDITIONAL INFORMATION ABOUT THE REORGANIZATION.......................... 20
Reasons for the Reorganization.......................................... 20
Terms of the Reorganization............................................. 22
Description of Securities to be Issued.................................. 23
Temporary Waiver of Investment Restrictions............................. 24
Federal Income Tax Considerations....................................... 24
Required Vote........................................................... 25
ORGANIZATION OF THE FUNDS................................................ 25
FINANCIAL HIGHLIGHTS..................................................... 26
CAPITALIZATION........................................................... 27
LEGAL MATTERS............................................................ 28
INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION............ 28
EXPERTS.................................................................. 28
OTHER INFORMATION........................................................ 28
APPENDIX A: Form of Agreement and Plan of Reorganization and Termina-
tion.................................................................... A-1
APPENDIX B: Security Ownership of Certain Beneficial Owners.............. B-1
APPENDIX C: Management's Discussion of PACE Global Fixed Income Fund's
Performance............................................................. C-1
</TABLE>

iii
<PAGE>

INTRODUCTION

This Proxy Statement/Prospectus is being furnished to shareholders of
Global Income Fund, a series of Investment Series, in connection with the
solicitation of proxies by the Board for use at the Meeting. All properly
executed and unrevoked proxies received in time for the Meeting will be voted
as instructed by shareholders. Approval of the proposal requires the
affirmative vote of the lesser of (1) 67% or more of the shares of Global
Income Fund present at the Meeting, if more than 50% of the outstanding shares
are represented at the Meeting in person or by proxy, or (2) more than 50% of
the outstanding shares entitled to vote at the Meeting. If you execute your
proxy but give no voting instructions, your shares that are represented by
proxies will be voted "FOR" the proposal described in this Proxy
Statement/Prospectus. The presence in person or by proxy of Global Income Fund
shareholders entitled to cast a majority of all the votes entitled to be cast
at the Meeting will constitute a quorum. If a quorum is not present at the
Meeting or a quorum is present but sufficient votes to approve the proposal
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of the shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies that they are entitled to vote "FOR" the proposal in
favor of such an adjournment and will vote those proxies required to be voted
"AGAINST" the proposal against such adjournment.

Broker non-votes are shares held in "street name" for which the broker
indicates that instructions have not been received from the beneficial owners
or other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present at the Meeting for quorum purposes but will not be
(i) considered votes cast at the Meeting or (ii) voted for or against any
adjournment or proposal. Abstentions and broker non-votes are effectively
votes against the proposal.

Any person giving a proxy has the power to revoke it at any time prior to
its exercise by executing a superseding proxy or by submitting a written
notice of revocation to the Secretary of Investment Series ("Secretary"). To
be effective, such revocation must be received by the Secretary prior to the
Meeting. In addition, although mere attendance at the Meeting will not revoke
a proxy, a shareholder present at the Meeting may withdraw his or her proxy by
voting in person.

Mitchell Hutchins (not the Funds) will bear the expenses of the
Reorganization. Investment Series intends to first mail this Proxy
Statement/Prospectus and the accompanying proxy card on or about December 20,
2000. Shareholders of record as of the close of business on November 21, 2000
("Record Date"), are entitled to vote at the Meeting. On the Record Date,
Global Income Fund had 27,157,173 shares issued and outstanding, consisting of
24,304,051 Class A shares, 481,661 Class B shares, 1,745,882 Class C shares,
and 625,579 Class Y shares. Shareholders are entitled to one vote for each
full share held and a fractional vote for each fractional share held. Except
as set forth in Appendix B, as of the Record Date, Mitchell Hutchins, the
investment manager, administrator and distributor of both Funds, does not know
of any person who owns beneficially or of record 5% or more of any class of
shares of either Fund. As of that same date, the Trustees and officers, as a
group, owned less than 1% of any class of either Fund's outstanding shares.

Investment Series has engaged the services of Shareholder Communications
Corporation ("SCC") to assist it in the solicitation of proxies for the
Meeting. Investment Series expects to solicit proxies by mail, telephone and
via the internet. Investment Series officers and employees of Mitchell
Hutchins who assist in the proxy solicitation will not receive any additional
or special compensation for any such efforts. SCC will be paid approximately
$44,000 for proxy solicitation services. Investment Series will request
broker/dealer firms, custodians, nominees and fiduciaries to forward proxy
materials to the beneficial owners of the shares held of record by such
persons. Mitchell Hutchins may reimburse such broker/dealer firms, custodians,
nominees and fiduciaries for their reasonable expenses incurred in connection
with such proxy solicitation.

1
<PAGE>

PROPOSAL: TO APPROVE OR DISAPPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION AND TERMINATION.

SYNOPSIS

The following is a summary of certain information contained elsewhere in
this Proxy Statement/Prospectus, the Statement of Additional Information, and
the Plan. As discussed more fully below, Investment Series' Board believes
that the proposed Reorganization will benefit Global Income Fund's
shareholders.

THE PROPOSED REORGANIZATION

The Boards of PACE Trust and Investment Series, including their respective
Trustees who are not "interested persons," as that term is defined in the
Investment Company Act of 1940, as amended ("1940 Act") ("Independent
Trustees"), considered and approved the Plan at meetings held on September 13,
2000 and October 6, 2000, respectively. The Plan provides for the acquisition
by PACE Global Fixed Income Fund of all of Global Income Fund's assets in
exchange for PACE Global Fixed Income Fund shares and the assumption by PACE
Global Fixed Income Fund of all of Global Income Fund's stated liabilities.
Global Income Fund will then distribute the PACE Global Fixed Income Fund
shares to Global Income Fund's shareholders, by class, so that each Global
Income Fund shareholder will receive the number of full and fractional shares
of the corresponding class of PACE Global Fixed Income Fund equal in aggregate
NAV to the aggregate NAV of the shares of Global Income Fund that the
shareholder held at the time of the Reorganization. These transactions are
scheduled to occur as of 4:00 p.m., Eastern time, on February 9, 2001, or on
such later date as the conditions to consummation of the Reorganization are
satisfied ("Closing Date"). Global Income Fund will be terminated as soon as
is practicable after the Closing Date, and it is expected that Investment
Series will be de-registered as a management investment company. See
"Additional Information About the Reorganization," below.

Investment Series and PACE Trust will each receive an opinion of
Kirkpatrick & Lockhart LLP to the effect that the Reorganization will
constitute a tax-free reorganization within the meaning of section 368(a)(1)
of the Internal Revenue Code of 1986, as amended ("Code"). Accordingly,
neither Fund nor any of its shareholders will recognize any gain or loss for
federal income tax purposes as a direct result of the Reorganization. To the
extent Global Income Fund sells securities prior to the Closing Date, it may
recognize net gains or losses. Any such net recognized gains would increase
the amount of any distribution made to shareholders of Global Income Fund
prior to the Closing Date. See "Additional Information About the
Reorganization -- Federal Income Tax Considerations," below.

For the reasons set forth below under "Additional Information About the
Reorganization -- Reasons for the Reorganization," the Board of Investment
Series has determined that the Reorganization is in the best interests of
Global Income Fund and that the interests of existing Global Income Fund
shareholders will not be diluted as a result of the Reorganization.
ACCORDINGLY, INVESTMENT SERIES' BOARD UNANIMOUSLY RECOMMENDS APPROVAL OF THE
REORGANIZATION.

COMPARATIVE FEE TABLE

The table below describes the fees and expenses that you would pay if you
buy and hold Global Income Fund shares or PACE Global Fixed Income Fund shares
before the Reorganization and PACE Global Fixed Income Fund shares after the
Reorganization. The "Annual Fund Operating Expenses" set forth below are based
on the fees and expenses for the fiscal year ended July 31, 2000 for PACE
Global Fixed Income Fund and for the six months ended April 30, 2000
(annualized) for Global Income Fund. The pro forma information reflects the
anticipated effects of the Reorganization.

2
<PAGE>

<TABLE>
<CAPTION>
COMBINED PACE GLOBAL
PACE GLOBAL FIXED FIXED INCOME FUND
GLOBAL INCOME FUND INCOME FUND PRO FORMA
----------------------- ------------------------------- -------------------------------
CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS
A B C Y A B C Y A B C Y
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your
investment)
Maximum Sales Charge
(load) Imposed on
Purchases (as a
percentage of offering
price)................ 4% None None None 4% None None None 4% None None None
Maximum Deferred Sales
Charge (load) (as a
percentage of original
purchase price or
redemption proceeds,
whichever is less).... None 5% 0.75% None None 5% 0.75% None None 5% 0.75% None
Exchange Fee........... None None None None None None None None None None None None
ANNUAL FUND OPERATING EXPENSES (fees that are deducted from
fund assets)
Management Fees*....... 0.75% 0.75% 0.75% 0.75% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Distribution and/or
Service (12b-1) Fees.. 0.25% 1.00% 0.75% None 0.25% 1.00% 0.75% None 0.25% 1.00% 0.75% None
Other Expenses**....... 0.28% 0.31% 0.30% 0.27% 0.39% 0.41% 0.40% 0.38% 0.37% 0.39% 0.38% 0.36%
----- ----- ----- ----- ------- ------- ------- ------- ------- ------- ------- -------
Total Annual Fund
Operating Expenses.... 1.28% 2.06% 1.80% 1.02% 1.44% 2.21% 1.95% 1.18% 1.42% 2.19% 1.93% 1.16%
===== ===== ===== ===== ======= ======= ======= ======= ======= ======= ======= =======
Management Fee
Waiver/Expense
Reimbursements***..... N/A N/A N/A N/A (0.23%) (0.23%) (0.23%) (0.23%) (0.21%) (0.21%) (0.21%) (0.21%)
----- ----- ----- ----- ------- ------- ------- ------- ------- ------- ------- -------
Net Expenses***........ 1.28% 2.06% 1.80% 1.02% 1.21% 1.98% 1.72% 0.95% 1.21% 1.98% 1.72% 0.95%
===== ===== ===== ===== ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
---------------
* For both Funds, "Management Fees" include fees paid to Mitchell Hutchins
for administrative services.

** "Other Expenses" for PACE Global Fixed Income Fund 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 class.

*** PACE Trust and Mitchell Hutchins have entered into a written agreement
with respect to PACE Global Fixed Income Fund 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 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
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.

3
<PAGE>

The example below is intended to help you compare the costs of investing in
each Fund, both before and after the Reorganization.

The example below assumes that you invest $10,000 in each Fund (including
the combined Fund) for the time periods indicated and then sell all of your
shares at the end of those periods. The example also assumes that your
investments each have a 5% return each year and that each Fund's operating
expenses remain the same, except for the two-year period when PACE Global
Fixed Income Fund's and the combined Fund's expenses are lower due to the
agreement with Mitchell Hutchins. Although your actual returns and 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>
GLOBAL INCOME FUND
Class A........................................ $525 $790 $1,074 $1,883
Class B (assuming sale of all shares at end of
period)....................................... 709 946 1,308 2,006
Class B (assuming no sale of shares)........... 209 646 1,108 2,006
Class C (assuming sale of all shares at end of
period)....................................... 258 566 975 2,116
Class C (assuming no sale of shares)........... 183 566 975 2,116
Class Y........................................ 104 325 563 1,248
PACE GLOBAL FIXED INCOME FUND
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
PRO FORMA PACE GLOBAL FIXED INCOME FUND
Class A........................................ $518 $791 $1,106 $1,998
Class B (assuming sale of all shares at end of
period)....................................... 701 944 1,335 2,115
Class B (assuming no sale of shares)........... 201 644 1,135 2,115
Class C (assuming sale of all shares at end of
period)....................................... 250 564 1,002 2,219
Class C (assuming no sale of shares)........... 175 564 1,002 2,219
Class Y........................................ 97 326 597 1,370
</TABLE>

SUMMARY COMPARISON OF THE FUNDS

Investment Objectives and Policies

Global Income Fund and PACE Global Fixed Income Fund have similar
investment objectives, policies and overall risk characteristics in that both
Funds seek a combination of income and capital appreciation and invest
primarily in bonds of governmental and private issuers in the United States
and in developed foreign countries. PACE Global Fixed Income Fund invests
primarily in high-grade bonds (in one of the three highest ratings categories
or of comparable quality) and may invest, to a limited extent, in lower rated
bonds of governmental and private issuers in emerging markets, including bonds
that are rated below investment grade. Global Income Fund invests primarily in
high quality bonds (in one of the two highest ratings categories or of
comparable quality) of governmental and private issuers in the United States
and developed foreign countries. Global Income Fund may also invest, to a
lesser extent, in lower rated bonds, including bonds of issuers in emerging
markets. PACE Global Fixed Income Fund invests in bonds of varying maturities,
but normally limits its portfolio duration to between four and eight years.
Global Income Fund has no stated duration policy. Global Income Fund generally
has been managed in a more conservative manner than PACE Global Fixed Income
Fund. Mitchell Hutchins allocates each Fund's assets between the same sub-
advisers -- Rogge Global Partners plc ("Rogge Global Partners") and Fischer
Francis Trees & Watts, Inc. (and its affiliates) (collectively, "FFTW").

4
<PAGE>

Investment Advisory Services

Mitchell Hutchins has served as investment manager and administrator for
PACE Global Fixed Income Fund since its inception in August 1995. As
investment manager for the Fund, Mitchell Hutchins provides portfolio
management oversight rather than directly managing the Fund's investments.
Mitchell Hutchins provides portfolio management oversight principally by
performing initial reviews of prospective sub-advisers and supervising and
monitoring the performance of those sub-advisers thereafter. Mitchell Hutchins
also recommends to the Board of PACE Trust whether agreements with sub-
advisers should be renewed, modified or terminated. The Fund's current sub-
advisers -- Rogge Global Partners and FFTW -- have managed the Fund's
investment portfolio since August 24, 1995 (Rogge Global Partners) and October
10, 2000 (FFTW). Prior to October 10, 2000, Rogge Global Partners was the sole
sub-adviser for the Fund.

Mitchell Hutchins has served as the investment manager or investment
adviser and as administrator for Global Income Fund since its inception on
March 20, 1987 and directly managed the Fund's assets until October 10, 2000.
On that date, the Fund's two current sub-advisers -- Rogge Global Partners and
FFTW -- assumed responsibility for managing the assets of the Fund as
allocated to them by Mitchell Hutchins.

Purchase and Redemption Procedures

Funds in the PaineWebber Flexible PricingSM System generally offer Class A,
Class B, Class C and Class Y shares. PACE Global Fixed Income Fund did not
offer Class A, Class B, Class C and Class Y shares to the public prior to
November 27, 2000. The purchase and redemption procedures for PACE Global
Fixed Income Fund's Class A, Class B, Class C and Class Y shares are the same
as those currently in effect for the corresponding classes of shares of Global
Income Fund. You may exchange Class A, Class B or Class C shares of PACE
Global Fixed Income Fund for shares of the same class of most other PACE funds
or PaineWebber Money Market Fund. Exchanges between other PaineWebber funds
and PACE funds will not be activated until on or around March 1, 2001. You may
not exchange Class Y shares.

COMPARISON OF PRINCIPAL RISK FACTORS

Both Funds are subject to very similar risk factors associated with their
investments in bonds. An investment in either Fund is not guaranteed; an
investor may lose money by investing in either Fund. The principal risks
presented by the Funds are:

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 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.

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 or speculation. Investments in foreign government bonds
involve special risks

5
<PAGE>

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.

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
(commonly known as "junk bonds") involve high credit risk and are considered
speculative. Some of these low quality bonds may be in default when purchased
by Global Income 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.

Single Issuer Concentration Risk -- Each Fund is 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
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.

Prepayment Risk -- Both Funds' investments may include mortgage-backed and
asset-backed securities. 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.

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.

COMPARISON OF THE FUNDS

INVESTMENT OBJECTIVES

The Funds have similar investment objectives. PACE Global Fixed Income
Fund's investment objective is high total return. Global Income Fund's primary
investment objective is high current income consistent with prudent investment
risk. Secondarily, Global Income Fund's investment objective is capital
appreciation.

INVESTMENT POLICIES

Both Funds invest primarily in bonds of governmental and private issuers in
the United States and in developed foreign countries. PACE Global Fixed Income
Fund invests primarily in high-grade bonds that are

6
<PAGE>

rated in one of the three highest ratings categories or are of comparable
quality. Global Income Fund invests primarily in high quality bonds that are
rated in one of the two highest ratings categories or are of comparable
quality.

PACE Global Fixed Income Fund invests in bonds of varying maturities, but
normally limits its portfolio "duration" to between four and eight years.
Global Income Fund has no stated duration policy. "Duration" is a measure of a
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 each Fund's assets is normally invested in bonds of U.S.
government and private issuers. The balance is allocated among bonds of
governmental and private issuers in various foreign countries. Both Fund's
investments may include mortgage-backed and asset-backed securities. Both
Funds also may invest, to a limited extent, in lower rated bonds of
governmental and private issuers, including bonds that are rated below
investment grade and bonds of issuers located in emerging markets.

Mitchell Hutchins allocates each Fund's assets between the same sub-
advisers -- Rogge Global Partners and FFTW -- and may change the allocation at
any time. The relative values of each sub-adviser's share of a Fund's assets
also may change over time.

Rogge Global Partners seeks to invest its share of each Fund's assets 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 a 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 a Fund. For each 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 assets it manages.

FFTW seeks to outperform a benchmark, the Lehman Global Aggregate Index
(Unhedged), for its share of each 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 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, monetary and fiscal policies. FFTW decides which
securities to buy for a 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.

Derivatives. The Funds have identical policies with respect to the use of
derivatives relating to the securities in which they normally invest. Each
Fund may (but is not required to) use foreign currency contracts, options,
futures and other derivatives as part of its investment strategy or to help
manage portfolio risks.

Temporary Defensive Positions; Cash Reserves. Each Fund may take a
defensive position that is different from its normal investment strategy to
protect itself from adverse market conditions. This means that each Fund may
temporarily invest a larger-than-normal part, or even all, of its assets in
cash or money market instruments. PACE Global Fixed Income Fund also may
invest in securities of only one country, including the United States, for
temporary defensive purposes. In addition, each Fund may increase its cash
reserves to facilitate the transition to the investment style and strategies
of a new sub-adviser. Because these investments provide relatively low income,
a defensive or transitional position may not be consistent with achieving a
Fund's investment objective. PACE Global Fixed Income Fund is normally fully
invested in accordance with its investment objective and policies. However,
with the concurrence of Mitchell Hutchins, PACE Global Fixed Income Fund may
take a defensive position that is different from its normal investment
strategy.

7
<PAGE>

Each Fund may invest to a limited extent in money market instruments as a
cash reserve for liquidity or other purposes.

Other Investment Policies. Each Fund may invest up to 15% of its net assets
in illiquid securities. Each Fund may purchase securities on a when-issued
basis or may purchase or sell securities for delayed delivery. PACE Global
Fixed Income Fund normally invests in a minimum of four countries, one of
which may be the United States; Global Income Fund normally invests primarily
in at least three major countries, one of which may be the United States. Each
Fund may lend up to 33 1/3% of its total assets to qualified broker-dealers or
institutional investors. Each Fund may borrow money from banks or through
reverse repurchase agreements, but not in excess of 10% of its total assets.
Neither Fund may purchase securities while borrowings in excess of 5% of its
total assets are outstanding.

Portfolio Turnover. Each Fund may engage in frequent trading to achieve its
investment objective. Frequent trading may result in portfolio turnover of
100% or more (high portfolio turnover). Frequent trading may increase the
portion of a Fund's capital gains that is realized for tax purposes in any
given year, which may increase the Fund's taxable distributions in that year.
Frequent trading also may increase the portion of a Fund's realized capital
gains that is considered "short-term" for tax purposes. Shareholders will pay
higher taxes on distributions that represent net short-term capital gains than
they would pay on distributions that represent net long-term capital gains.
Frequent trading also may result in higher fund expenses due to transaction
costs. Neither Fund restricts the frequency of trading to limit expenses or
the tax effect that its distributions may have on shareholders. The portfolio
turnover rates for Global Income Fund for the last two fiscal years ended
October 31, 2000 and 1999, were 55% and 63%, respectively, while the portfolio
turnover rates for PACE Global Fixed Income Fund's last two fiscal years ended
July 31, 2000 and 1999, were 170% and 226%, respectively.

Both Funds changed their investment management arrangements on October 10,
2000. PACE Global Fixed Income Fund appointed an additional sub-adviser and
Global Income Fund appointed two new sub-advisers to manage its investment
portfolio. The new sub-advisers have realigned their portion of each Fund's
portfolio to reflect their proprietary investment strategies. As a result,
during the period immediately following October 10, 2000, both Funds
experienced higher portfolio turnover than normal, which may result in higher
overall portfolio turnover for the current fiscal year.

OPERATIONS OF PACE GLOBAL FIXED INCOME FUND FOLLOWING THE REORGANIZATION

It is not expected that PACE Global Fixed Income Fund will revise any of
its policies following the Reorganization to reflect those of Global Income
Fund. Rogge Global Partners and FFTW have reviewed Global Income Fund's
current portfolio and determined that Global Income Fund's holdings generally
are compatible with PACE Global Fixed Income Fund's portfolio. As a result,
Mitchell Hutchins believes that, if the Reorganization is approved, a
substantial portion of Global Income Fund's assets could be transferred to and
held by PACE Global Fixed Income Fund.

As of November 30, 2000, none of Global Income Fund's holdings were
incompatible with PACE Global Fixed Income Fund's holdings or would have to be
sold if Global Income Fund's shareholders approve the Reorganization. It is
expected, however, that some of Global Income Fund's current holdings may not
remain at the time of the Reorganization due to normal portfolio turnover.

8
<PAGE>

PERFORMANCE

The following bar chart and table provide information about the performance
of PACE Global Fixed Income Fund Class P shares and thus give some indication
of the risks of an investment in the Fund. The Fund's Class P shares were the
only outstanding class of shares during the periods shown.

The bar chart shows how PACE Global Fixed Income Fund's performance has
varied from calendar year to calendar year. The bar chart does not reflect the
maximum annual PACESM Select Advisors Program fee of 1.50% (which does not
apply to shares received in the Reorganization) or the effect of sales charges
or the higher expenses of PACE Global Fixed Income Fund's Class A, Class B and
Class C shares; if it did, the total returns shown would be lower.

The first table that follows the bar chart shows the average annual returns
over several time periods for the Fund's Class P shares. Class P shares are
not subject to the sales charges applicable to the Fund's Class A, Class B and
Class C shares or the higher expenses of these shares. The table does,
however, reflect the maximum annual PACESM Select Advisors Program fee of
1.50% applicable only to Class P shares. The program fee does not apply to
shares received in the Reorganization. A footnote to this table shows
performance of PACE Global Fixed Income Fund's Class P shares for the same
periods without the deduction of this fee. Because all classes of shares
invest in the same portfolio securities, their annual returns would differ
only to the extent of the different sales charges, expenses and program fees.

The second table that follows the bar chart shows the average annual total
returns over several time periods for Global Income Fund's Class A, Class B,
Class C and Class Y shares. This table reflects sales charges and 12b-1 fees
for Class A, Class B and Class C shares of the Fund. The Fund's Class Y shares
are not subject to any sales charges or 12b-1 fees and thus are most
comparable to the Class P shares of PACE Global Fixed Income Fund. The
performance of Global Income Fund's Class Y shares for the 1999 calendar year
can thus be compared to that of the Class P shares of PACE Global Fixed Income
Fund before deduction of the PACESM Select Advisors Program fee, as shown in
the footnote to that Fund's table.

The tables also compare each Fund's returns to returns of a broad-based
market index -- the Salomon Smith Barney World Government Bond Index -- that
is unmanaged and, therefore, does not reflect the deduction of any fees or
expenses.

Each Fund's past performance does not necessarily indicate how it will
perform in the future. This may be particularly true because, during the
periods shown, Rogge Global Partners was the sole sub-adviser managing the
assets of PACE Global Fixed Income Fund and Mitchell Hutchins managed the
assets of Global Income Fund directly.

9
<PAGE>

PACE GLOBAL FIXED INCOME FUND -- TOTAL RETURN ON CLASS P SHARES (1996 IS THE
FUND'S FIRST FULL CALENDAR YEAR OF OPERATIONS)

[GRAPH]

Total Return 4.59% 1.00% 18.60% (8.52)%
1996 1997 1998 1999
Calendar Year

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

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

PACE GLOBAL FIXED INCOME FUND
AVERAGE ANNUAL TOTAL RETURNS*
(as of December 31, 1999)

<TABLE>
<CAPTION>
SALOMON SMITH BARNEY
CLASS CLASS P WORLD GOVERNMENT
(INCEPTION DATE) (8/24/95) BOND INDEX
---------------- --------- --------------------
<S> <C> <C>
One Year......................................... (9.88)% (4.27)%
Life of Class.................................... 3.10% 4.43%
</TABLE>
----------------
* The above performance reflects the deduction of the maximum annual PACE SM
Select Advisors Program fee of 1.50% (which does not apply to shares
received in the Reorganization). If the program fee were not deducted, the
average annual total returns of the Fund's Class P shares would be (8.52)%
for the year ended December 31, 1999 and 4.66% for "Life of Class."

GLOBAL INCOME FUND
AVERAGE ANNUAL TOTAL RETURNS
(as of December 31, 1999)

10
<PAGE>

SALES CHARGES

No sales charges apply when Global Income Fund shareholders receive shares
of PACE Global Fixed Income Fund in connection with the Reorganization.

DIVIDENDS AND OTHER DISTRIBUTIONS

Both Funds normally declare and pay dividends monthly and 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 a Fund's
shares, while Class Y shares (and, for PACE Global Fixed Income Fund, Class P
shares) would have the highest dividends.

As a shareholder of PACE Global Fixed Income Fund, you will receive
dividends in additional shares of the Fund unless you elect to receive them in
cash. Your current dividend distribution election for Global Income Fund will
remain the same after the Reorganization. Contact your Financial Advisor at
PaineWebber if you prefer to receive dividends in cash.

On or before the Closing Date, Global Income Fund will distribute
substantially all of its undistributed net investment income, net capital
gain, net short-term capital gain and net gains from foreign currency
transactions, if any, in order to continue to maintain its tax status as a
regulated investment company.

TAXES

The dividends that you receive from either Fund generally are subject to
federal income tax regardless of whether you receive them in additional Fund
shares or in cash. If you hold Fund shares 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. If you exchange a Fund's shares for shares of
another PaineWebber mutual fund, the transaction will be treated as a sale of
the first fund's shares, and any gain will be subject to federal income tax.

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. A Fund will tell you how you should treat
its dividends for tax purposes.

FLEXIBLE PRICING: BUYING, SELLING AND EXCHANGING
SHARES OF PACE GLOBAL FIXED INCOME FUND

FLEXIBLE PRICING

PACE Global Fixed Income Fund offers four new classes of shares -- Class A,
Class B, Class C and Class Y -- established prior to the Reorganization. The
four new classes of shares of PACE Global Fixed Income Fund and the procedures
for buying, selling and exchanging these shares, as described below, are
substantially identical to the corresponding classes of shares and related
procedures of Global Income Fund. Prior to November 27, 2000, PACE Global
Fixed Income Fund offered only Class P shares, which are available only to
participants in the PaineWebber PACESM Select Advisors Program.

No sales charges apply when Global Income Fund shareholders receive Class
A, Class B, Class C or Class Y shares of PACE Global Fixed Income Fund as part
of the Reorganization. PACE Global Fixed Income Fund is offering its four new
classes of shares to the general public prior to the Reorganization. Class Y
shares are only available to certain types of investors. Class A, Class B and
Class C shares purchased other than as part of the Reorganization will be
subject to the sales charges described below. In addition, each class has
different ongoing expenses.

11
<PAGE>

PACE Global Fixed Income Fund has adopted a plan under Rule 12b-1 governing
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. The terms of these plans are
substantially identical to the terms of the corresponding plans now in place
for Global Income Fund's Class A, Class B and Class C shares. Because the 12b-
1 distribution fees for Class B and Class C shares are paid out of the 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 both Funds are described in the following
table.

CLASS A SALES CHARGES

<TABLE>
<CAPTION>
SALES CHARGE AS A PERCENTAGE OF: REALLOWANCE TO 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>
----------------
(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 purchased through the 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 Fund's
Systematic Withdrawal Plan are not subject to this charge.
(2) Mitchell Hutchins pays 1% to the dealer.

* 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.

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

. accounts with the same adviser.

12
<PAGE>

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 OnlySM 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 InsightOneSM 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
THE SHARES' NET
ASSET VALUE IS
IF YOU SELL SHARES WITHIN: 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 purchased
through the 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.

13
<PAGE>

For purposes of determining your deferred sales charge and when to convert
your Class B shares to Class A shares, the holding period for the Class B
shares of PACE Global Fixed Income Fund that you receive in connection with
the Reorganization will include the period for which you held the
corresponding Class B shares of Global Income Fund and any other PaineWebber
fund whose shares you exchanged for Class B shares of Global Income Fund.

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;

. 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, 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% 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
purchased through the 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.

For purposes of determining your deferred sales charge, the holding period
for the Class C shares of PACE Global Fixed Income Fund that you receive in
connection with the Reorganization will include the period for which you held
the corresponding Class C shares of Global Income Fund and any other
PaineWebber fund whose shares you exchanged for shares of Global Income Fund.

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 50 or more eligible employees in the plan or at least $1 million in
assets.

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

If you think that you qualify for any of these sales charge waivers
described above, you will need to provide documentation to PaineWebber or the
Fund. 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 Fund's Systematic Withdrawal Plan, see the SAI or contact your
PaineWebber Financial Advisor or correspondent firm.

14
<PAGE>

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 PACESM 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 distribution or service fees or sales
charges. The ongoing expenses for Class Y shares are lower than the ongoing
expenses of Class A, Class B or Class C shares.

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 Fund through the Fund's 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.

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

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

Minimum Investments

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

The 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 Fund's automatic investment plans.

Frequent Trading. The interests of the 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

15
<PAGE>

shareholders. When Mitchell Hutchins believes frequent trading would have a
disruptive effect on the 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. The 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 Fund 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 Fund
within 365 days of the sale, you can reinstate your account without paying a
sales charge.

It costs the Fund money to maintain shareholder accounts. Therefore, the
Fund reserves the right to repurchase all shares in any account that has a net
asset value of less than $500. If the 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. The 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 the Fund for shares
of the same class of the other PACE funds or of PaineWebber Money Market 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 may
not exchange Class Y shares.

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. The 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.

16
<PAGE>

You may not be able to exchange your shares if your exchange is not as
large as the minimum investment amount in that 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.

The Fund may modify or terminate the exchange privilege at any time.

PRICING AND VALUATION

The price at which you may buy, sell or exchange Fund shares is based on
net asset value per share. The Fund calculates net asset value on days that
the New York Stock Exchange, Inc. ("NYSE") is open. The Fund calculates net
asset value separately for each class as of the close of regular trading on
the NYSE (generally, 4:00 p.m., Eastern time). The NYSE normally is not open
on most national holidays and on Good Friday, and the Fund does not price its
shares on these days. If trading on the NYSE is halted for the day before 4:00
p.m., Eastern time, the 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.

The Fund calculates its net asset value based on the current market value
for its portfolio securities. The Fund normally obtains market values for its
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 Fund's board. The Fund normally uses 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 Fund calculates the U.S. dollar value of investments that are
denominated in foreign currencies daily, based on current exchange rates. The
Fund may own securities, including some securities that trade primarily in
foreign markets, that trade on weekends or other days on which the Fund does
not calculate net asset value. As a

17
<PAGE>

result, the Fund's net asset value may change on days when you will not be
able to buy and sell Fund shares. If the Fund concludes that a material change
in the value of a foreign security has occurred after the close of trading in
its principal foreign market but before the close of regular trading on 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.

MANAGEMENT

INVESTMENT MANAGER AND INVESTMENT ADVISER

Mitchell Hutchins is the manager and administrator of both PACE Global
Fixed Income Fund and Global Income 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 a wholly owned
indirect subsidiary of UBS AG. UBS AG, 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 of 31 investment companies with 75
separate portfolios and aggregate assets of approximately $58.3 billion.

As investment manager for PACE Global Fixed Income Fund, Mitchell Hutchins
recommends sub-advisers to the Board of PACE Trust to manage the Fund's
investments and monitors and reviews the performance of those sub-advisers.
PACE Trust has received an exemptive order from the SEC to permit Mitchell
Hutchins (subject to Board approval) to select and replace sub-advisers and to
amend the sub-advisory contracts between Mitchell Hutchins and the sub-
advisers without obtaining shareholder approval.

As investment manager for Global Income Fund, Mitchell Hutchins recommends
sub-advisers to the Board of Investment Series and monitors and reviews the
performance of those sub-advisers. Since October 10, 2000, Mitchell Hutchins
and the sub-advisers have provided investment management services to the Fund
under interim contracts approved by the Board of Investment Series. Prior to
October 10, 2000, Mitchell Hutchins managed Global Income Fund's assets
directly.

SUB-ADVISERS

The same sub-advisers -- Rogge Global Partners and FFTW -- manage the
assets of each Fund allocated to them by Mitchell Hutchins. 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 its share of each Fund's assets. 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 responsibilities for PACE Global Fixed Income
Fund since its inception on August 24, 1995 and for Global Income Fund since
October 10, 2000.

Other members of the team are John Graham, Richard Bell, Adrian James,
Malie Conway and Richard Gray. These team members have held their
responsibilities for PACE Global Fixed Income Fund since August 1995, except
for Ms. Conway, who has held her responsibilities since August 1998, and Mr.
Gray, who has held his responsibilities since April 1999. The team members
have held their responsibilities for Global Income Fund since October 10,
2000.

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.

18
<PAGE>

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).

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
Siemei Building 2lF, 2-2, Uchisaiwaicho 2-chome, Chiuoda-Ku Tokyo 100, for
Fischer Francis Trees & Watts KK (Japan). FFTW (Japan) does not serve as sub-
adviser for Global Income Fund. Prior to November 13, 2000, only FFTW (NY)
served as sub-adviser for PACE Global Fixed Income Fund. The affiliates are
either wholly owned subsidiaries of FFTW (NY) or are jointly owned 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 each 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
responsibilities for the Funds 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 shared 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.

19
<PAGE>

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.

ADVISORY FEES AND FUND EXPENSES

PACE Global Fixed Income Fund pays fees to Mitchell Hutchins for management
and administration services at the combined annual contract rate of 0.80% of
average daily net assets. This combined fee includes an annual contract rate
of 0.60% for investment management services and 0.20% for administrative
services, both expressed as a percentage of the Fund's average daily net
assets. During the fiscal year ended July 31, 2000, PACE Global Fixed Income
Fund paid Mitchell Hutchins at the lower effective rate of 0.57% of the Fund's
average daily net assets because Mitchell Hutchins waived a portion of its
fee. Global Income Fund paid fees to Mitchell Hutchins for investment advisory
and administration services for the Fund's most recent fiscal year at the
annual effective rate of 0.75% of the Fund's average daily net assets.

The management and administrative services fees paid by PACE Global Fixed
Income Fund to Mitchell Hutchins are greater than the management and
administrative services fees paid by Global Income Fund. However, Mitchell
Hutchins anticipates that shareholders of each class of shares of Global
Income Fund who will become shareholders of the corresponding class of shares
of PACE Global Fixed Income Fund will be subject to total annual operating
expenses that are lower than the expenses they currently pay as shareholders
of Global Income Fund. The overall operating expenses of PACE Global Fixed
Income Fund are subject to a written management fee waiver and expense
reimbursement agreement between PACE Global Fixed Income Fund and Mitchell
Hutchins, which will remain in effect through December 1, 2002. Absent that
agreement, it is expected that the overall operating expenses of each class of
shares of the combined Fund would be higher than the current operating
expenses of the corresponding class of shares of Global Income Fund. If the
management fee waiver and expense reimbursement agreement is not renewed after
December 1, 2002, the combined Fund will have overall operating expenses for
each class of shares that are higher than the current expenses of Global
Income Fund, assuming that the operating expenses of the combined Fund remain
the same.

ADDITIONAL INFORMATION ABOUT THE REORGANIZATION

REASONS FOR THE REORGANIZATION

Investment Series' Board approved the proposed Reorganization at a meeting
held on October 6, 2000. For the reasons described more fully below, Mitchell
Hutchins and Investment Series' Board believe that Global Income Fund's
shareholders will benefit from the Reorganization because the combined Fund
would have a larger asset base, which should provide greater opportunities for
diversifying investments and realizing economies of scale. In addition, the
Board and Mitchell Hutchins believe that operating two funds that offer
significantly overlapping investments and similar management would result in
higher expenses and less efficient operations than a single fund that combines
the assets of the two original funds.

At the meeting of Investment Series' Board on October 6, 2000 and in a
series of prior meetings and presentations, Mitchell Hutchins explained to the
Board that it had undertaken an extensive review of whether the best interests
of shareholders of a number of PaineWebber funds, including Global Income
Fund, would be served by continuing to operate the funds under their current
arrangements. For Global Income Fund, Mitchell Hutchins' review included a
possible restructuring of the Fund's investment management arrangements and a
possible reorganization into another PaineWebber fund.

20
<PAGE>

Mitchell Hutchins noted that PACE Global Fixed Income Fund has a similar
investment objective and, like Global Income Fund, invests primarily in bonds
of governmental and private issuers in the United States and in developed
foreign countries. Mitchell Hutchins advised the Board of Investment Series
that the investment management arrangements for PACE Global Fixed Income Fund
were being changed. Mitchell Hutchins had concluded that a combination of
investment strategies through the use of more than one sub-adviser would be
more likely to help PACE Global Fixed Income Fund achieve its investment
objective through better long-term performance, rather than an arrangement in
which a single manager is responsible for the entire portfolio. The Board of
PACE Trust approved Mitchell Hutchins' recommendations. FFTW started managing
a portion of the Fund's assets effective October 10, 2000, with Rogge Global
Partners continuing to manage the other portion of Global Income Fund's
assets. (See "Comparison of the Funds" above for a more complete description
of the investment objectives, policies and risks of the Funds.)

Mitchell Hutchins stated its belief that the Reorganization would likely
benefit Global Income Fund's shareholders because the larger asset base of the
combined Fund could give the combined Fund greater opportunities to diversify
investments and realize greater economies of scale. Mitchell Hutchins noted
that the investment management and administrative services fees currently paid
by PACE Global Fixed Income Fund are greater than those currently paid by
Global Income Fund. However, Mitchell Hutchins informed the Board of
Investment Series that it anticipated that current shareholders of each class
of shares of Global Income Fund who will become shareholders of the combined
Fund if the Reorganization is approved will be subject to total annual
operating expenses that are lower than the expenses they currently pay as
shareholders of Global Income Fund. Mitchell Hutchins informed the Board that
the overall operating expenses of PACE Global Fixed Income Fund are subject to
a written management fee waiver and expense reimbursement agreement between
the Fund and Mitchell Hutchins, which will remain in effect through December
1, 2002. Mitchell Hutchins noted that, absent that agreement, it is expected
that the overall operating expenses of the combined Fund would be higher than
the current operating expenses of Global Income Fund. (See "Comparative Fee
Table" above for a more complete description of the fees and expenses of the
Funds, both before and after the Reorganization.)

Mitchell Hutchins then proposed immediate changes in the investment
management arrangements for Global Income Fund. Mitchell Hutchins advised the
Board of Investment Series of its belief that, instead of selecting a single
sub-adviser for Global Income Fund's entire portfolio, a combination of
investment strategies through the use of the same sub-advisers that manage
PACE Global Fixed Income Fund also would be more likely to help Global Income
Fund achieve its investment objective. Mitchell Hutchins noted its experience
in selecting and monitoring unaffiliated sub-advisers, particularly with
respect to the various different series of PACE Trust, all but one of which
are managed by sub-advisers. Mitchell Hutchins recommended to the Board of
Investment Series that the same sub-advisers that manage the assets of PACE
Global Fixed Income Fund -- Rogge Global Partners and FFTW -- be retained on
an interim basis to manage the assets of Global Income Fund, with Mitchell
Hutchins having responsibility for allocating the Fund's assets between the
sub-advisers. After consideration of all the information presented by Mitchell
Hutchins, inquiries into the ability and resources of each proposed sub-
adviser to provide appropriate investment management services for its
allocated portion of Global Income Fund's assets and interviews with personnel
of each proposed sub-adviser, Investment Series' Board determined to implement
the new investment management arrangements effective October 10, 2000.

To implement the new investment management arrangements for Global Income
Fund, the Board of Investment Series, effective October 10, 2000, terminated
the existing investment advisory and administration contract between the Fund
and Mitchell Hutchins and approved a new interim contract with Mitchell
Hutchins and an interim sub-advisory contract between Mitchell Hutchins and
each sub-adviser. Under the Interim Management and Administration Contract
("Interim Management Contract"), Mitchell Hutchins serves as investment
manager for Global Income Fund and provides portfolio management oversight as
opposed to direct management of the Fund's investments. Mitchell Hutchins
provides portfolio management oversight principally by performing initial
reviews of prospective sub-advisers and supervising and monitoring the
performance of the sub-advisers thereafter. The Interim Management Contract
and interim sub-advisory contracts will terminate on the earlier of 150 days
from their effective date or the Closing Date of the Reorganization.

21
<PAGE>

Mitchell Hutchins then reminded the Board that, once the new investment
management arrangements were in place, Global Income Fund and PACE Global
Fixed Income Fund would be managed in a similar manner. Mitchell Hutchins
noted its belief that operating two funds that offer significantly overlapping
investments and similar management would result in higher expenses and less
efficient operations than operating a single fund that combines the assets of
the two original funds. Mitchell Hutchins also stated its belief that it would
not be desirable from a marketing or administrative perspective to maintain
and distribute shares for two similar funds. Mitchell Hutchins noted,
moreover, that PACE Global Fixed Income Fund has the additional flexibility to
change its sub-adviser or add additional sub-advisers when Mitchell Hutchins
and the Board of PACE Trust decide, without the cost or delay of needing first
to obtain approval by a vote of the Fund's shareholders.

Finally, Mitchell Hutchins reviewed with the Board of Investment Series the
principal terms of the Plan. Mitchell Hutchins informed the Board that the
Reorganization would be tax-free to Global Income Fund and its shareholders,
that shareholders of the combined Fund after the Reorganization could continue
to exchange into other PaineWebber open-end funds without having to pay an
additional sales load should their investment priorities change, and that no
sales charges would be imposed on any PACE Global Fixed Income Fund shares
issued in connection with the Reorganization. Furthermore, Mitchell Hutchins
informed the Board of Investment Series that, for purposes of calculating the
contingent deferred sales charge, the holding period for the Class B and Class
C shares distributed to Class B and Class C shareholders of Global Income Fund
would include the holding period for the shares of Global Income Fund and any
other PaineWebber fund shares of the same class that were exchanged for shares
of Global Income Fund.

As part of its considerations, the Board of Investment Series examined a
number of factors with respect to the Reorganization, including: (1) the
compatibility of the Funds' investment objectives, policies and restrictions;
(2) the Funds' respective investment performances; (3) the likely impact of
the Reorganization on the expense ratio of PACE Global Fixed Income Fund and
that expense ratio relative to Global Income Fund's current expense ratio; (4)
that Mitchell Hutchins would bear the costs of the Reorganization; (5) the
compatibility of the Funds' portfolio holdings and the effect on Global Income
Fund and its shareholders of any realignment of its portfolio in connection
with the Reorganization; (6) the tax consequences of the Reorganization; (7)
the potential benefits of the Reorganization to other persons, including
Mitchell Hutchins and its affiliates; (8) Mitchell Hutchins' assessment that
the proposed Reorganization will be beneficial to the shareholders of Global
Income Fund and will not dilute their interests; (9) the advisory arrangements
in place for the Funds and the level and quality of investment advisory
services provided or to be provided by Mitchell Hutchins, Rogge Global
Partners and FFTW; and (10) the terms of the proposed Plan.

On the basis of the information provided to it and its evaluation of that
information, the Board of Investment Series, including a majority of its
Independent Trustees, determined that the Reorganization would be in the best
interests of Global Income Fund and that the interests of existing Global
Income Fund shareholders would not be diluted as a result of the
Reorganization. THEREFORE, THE BOARD OF INVESTMENT SERIES UNANIMOUSLY APPROVED
THE REORGANIZATION AND RECOMMENDED THE APPROVAL OF THE PLAN BY THE
SHAREHOLDERS OF GLOBAL INCOME FUND AT THE MEETING.

TERMS OF THE REORGANIZATION

The terms and conditions under which the Reorganization may be consummated
are set forth in the Plan. Significant provisions of the Plan are summarized
below; however, this summary is qualified in its entirety by reference to the
Plan, a copy of the form of which is attached as Appendix A to this Proxy
Statement/Prospectus.

The Plan contemplates (1) PACE Global Fixed Income Fund's acquiring on the
Closing Date all the assets of Global Income Fund in exchange solely for PACE
Global Fixed Income Fund shares and PACE Global Fixed Income Fund's assumption
of all of Global Income Fund's stated liabilities and (2) the distribution of
those shares to Global Income Fund shareholders. Global Income Fund's assets
include all cash, cash equivalents, securities, receivables (including
interest and dividends receivable), claims and rights of action, rights to
register shares

22
<PAGE>

under applicable securities laws, books and records, deferred and prepaid
expenses shown as assets on its books and other property owned by it as of the
close of business on the Closing Date ("Effective Time") (collectively, the
"Assets"). PACE Global Fixed Income Fund will assume from Global Income Fund
all its liabilities, debts, obligations and duties of whatever kind or nature,
whether absolute, accrued, contingent, or otherwise, whether or not arising in
the ordinary course of business, and whether or not specifically referred to
in the Plan, but only to the extent disclosed or provided for in Global Income
Fund's most recent annual audited and semi-annual unaudited financial
statements, or incurred by Global Income Fund subsequent to the date of those
financial statements and disclosed in writing to and accepted by PACE Trust
(collectively, the "Liabilities"). Global Income Fund agreed in the Plan to
use its best efforts to discharge all of its known Liabilities prior to the
Effective Time.

The value of the Assets to be acquired, and the amount of the Liabilities
to be assumed, by PACE Global Fixed Income Fund and the NAV per share of each
class of PACE Global Fixed Income Fund shares will be determined as of the
close of regular trading on the NYSE on the Closing Date ("Valuation Time"),
using the applicable valuation procedures described in PACE Global Fixed
Income Fund's current Prospectus and SAI. These procedures are identical to
those used by Global Income Fund and described in its current Prospectus and
SAI. Global Income Fund's NAV will be the value of the Assets to be acquired
by PACE Global Fixed Income Fund, less the amount of the Liabilities, as of
the Valuation Time.

On, or as soon as practicable after, the Closing Date, Global Income Fund
will distribute to its shareholders of record as of the Effective Time the
PACE Global Fixed Income Fund shares it receives, by class, so that each
Global Income Fund shareholder will receive the number of full and fractional
shares of the corresponding class of PACE Global Fixed Income Fund equal in
aggregate NAV to the shareholder's shares in Global Income Fund. That
distribution will be accomplished by opening accounts on the books of PACE
Global Fixed Income Fund in the names of Global Income Fund's shareholders and
crediting those accounts with the appropriate number of PACE Global Fixed
Income Fund shares. Fractional shares of PACE Global Fixed Income Fund will be
rounded to the third decimal place.

The NAV per share of PACE Global Fixed Income Fund will not change as a
result of the Reorganization. Thus, the Reorganization will not result in a
dilution of the interest of any shareholder in either Fund. In addition,
Mitchell Hutchins (not the Funds) will bear the expenses of the
Reorganization. Global Income Fund will be terminated after the
Reorganization.

The consummation of the Reorganization is subject to a number of conditions
set forth in the Plan, some of which may be waived by either Fund. In
addition, the Plan may be amended in any mutually agreeable manner, except
that no amendment may be made subsequent to the Meeting that would have a
material adverse effect on the interests of Global Income Fund shareholders.
If the Reorganization is not approved by shareholders at the Meeting, Global
Income Fund will continue to operate as a series of Investment Series, and its
Board will then consider other options and alternatives for the future of the
Fund, including the liquidation of the Fund, resubmitting this proposal for
shareholder approval or other appropriate action.

DESCRIPTION OF SECURITIES TO BE ISSUED

PACE Global Fixed Income Fund is authorized to issue an unlimited number of
shares of beneficial interest, par value $0.001 per share. The Fund's shares
are divided into five classes, designated Class A, Class B, Class C, Class Y
and Class P shares. Class P shares are not involved in the Reorganization. A
share of each class of PACE Global Fixed Income Fund represents an identical
interest in the Fund's investment portfolio and has the same rights,
privileges and preferences. Each share of the Fund is entitled to participate
equally in dividends and other distributions of the Fund, except that
dividends and other distributions will appropriately reflect expenses
allocated to a particular class. Shares of the Fund entitle their holders to
one vote per full share and fractional votes for fractional shares held. PACE
Trust does not hold annual meetings. Shares of the Fund generally are voted
together, except that only the shareholders of a particular class of the Fund
may vote on matters affecting only that class, such as the terms of a Rule
12b-1 plan as it relates to the class. Shares of each series of PACE Trust
will be voted separately, except when an aggregate vote of all the series is
required by law.

23
<PAGE>

TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS

Certain fundamental investment restrictions of Global Income Fund, which
prohibit it from acquiring more than a stated percentage of ownership of
another company, might be construed as restricting its ability to carry out
the Reorganization. By approving the Plan, you agree to waive, only for the
purpose of the Reorganization, those fundamental investment restrictions that
could prohibit or otherwise impede the transaction.

FEDERAL INCOME TAX CONSIDERATIONS

The Reorganization is intended to be a tax-free reorganization within the
meaning of section 368(a)(1) of the Code. Investment Series and PACE Trust
each will receive an opinion of Kirkpatrick & Lockhart LLP, counsel to
Investment Series and tax counsel to PACE Trust, substantially to the
following effect:

(1) PACE Global Fixed Income Fund's acquisition of the Assets in
exchange solely for its shares and its assumption of the Liabilities,
followed by Global Income Fund's distribution of those shares pro rata to
its shareholders constructively in exchange for their Global Income Fund
shares, will qualify as a reorganization within the meaning of section
368(a)(1) of the Code, and each Fund will be "a party to a reorganization"
within the meaning of section 368(b) of the Code;

(2) Global Income Fund will recognize no gain or loss on its transfer of
the Assets to PACE Global Fixed Income Fund in exchange solely for PACE
Global Fixed Income Fund shares and PACE Global Fixed Income Fund's
assumption of the Liabilities or on the subsequent distribution of those
shares to Global Income Fund's shareholders in constructive exchange for
their Global Income Fund shares;

(3) PACE Global Fixed Income Fund will recognize no gain or loss on its
receipt of the Assets in exchange solely for its shares and its assumption
of the Liabilities;

(4) PACE Global Fixed Income Fund's basis in the Assets will be the same
as Global Income Fund's basis therein immediately before the
Reorganization, and PACE Global Fixed Income Fund's holding period for the
Assets will include Global Income Fund's holding period therefor;

(5) A Global Income Fund shareholder will recognize no gain or loss on
the constructive exchange of all its Global Income Fund shares solely for
PACE Global Fixed Income Fund shares pursuant to the Reorganization; and

(6) A Global Income Fund shareholder's aggregate basis in the PACE
Global Fixed Income Fund shares it receives in the Reorganization will be
the same as the aggregate basis for its Global Income Fund shares it
constructively surrenders in exchange for those PACE Global Fixed Income
Fund shares, and its holding period for those PACE Global Fixed Income Fund
shares will include its holding period for those Global Income Fund shares,
provided the shareholder holds them as capital assets on the Closing Date.

The opinion may state that no opinion is expressed as to the effect of the
Reorganization on the Funds or any shareholder with respect to any Asset as to
which any unrealized gain or loss is required to be recognized for federal
income tax purposes at the end of a taxable year (or on the termination or
transfer thereof) under a mark-to-market system of accounting.

Utilization by PACE Global Fixed Income Fund after the Reorganization of
any pre-Reorganization capital losses realized by Global Income Fund could be
subject to limitation in future years under the Code.

You should consult your tax adviser regarding the effect, if any, of the
Reorganization in light of your individual circumstances. Because the
foregoing discussion only relates to the federal income tax consequences of
the Reorganization, you also should consult your tax adviser as to state and
local tax consequences, if any, of the Reorganization.

24
<PAGE>

REQUIRED VOTE

The proposal to approve the Plan requires the affirmative vote of the
lesser of (1) 67% or more of the shares of Global Income Fund present at the
Meeting, if more than 50% of the outstanding shares are represented at the
Meeting in person or by proxy, or (2) more than 50% of the outstanding shares
entitled to vote at the Meeting.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.

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

ORGANIZATION OF THE FUNDS

PACE Global Fixed Income Fund commenced operations on August 24, 1995 as a
non-diversified series of PACE Trust. PACE Trust was formed as a Delaware
business trust on September 9, 1994 and is registered under the 1940 Act as an
open-end management investment company. The operations of PACE Trust, as a
Delaware business trust, are governed by its Trust Instrument, By-Laws and
Delaware law.

Global Income Fund commenced operations on March 20, 1987 and is a non-
diversified series of PaineWebber Investment Series, a Massachusetts business
trust registered under the 1940 Act as an open-end management investment
company. The operations of Investment Series, as a Massachusetts business
trust, are governed by its Declaration of Trust, By-Laws and Massachusetts
law.

25
<PAGE>

FINANCIAL HIGHLIGHTS

The following financial highlights table is intended to help you understand
PACE Global Fixed Income Fund's financial performance for the periods shown.
The table shows information for the Fund's Class P shares because they were
the only class of shares outstanding during 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 the Fund, assuming reinvestment of all
dividends and distributions. This information has been audited by Ernst &
Young LLP, independent auditors for PACE Global Fixed Income Fund, whose
report, along with the Fund's financial statements, is included in the Fund's
Annual Report to Shareholders, dated July 31, 2000, which may be obtained
without charge by calling 1-800-647-1568.

<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 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)
Dividends 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>
----------------
+ 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 charge 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.

26
<PAGE>

CAPITALIZATION

The following table shows the capitalization of each of Global Income Fund
and PACE Global Fixed Income Fund as of July 31, 2000, and the pro forma
capitalization as of the same date, giving effect to the Reorganization:

<TABLE>
<CAPTION>
PRO FORMA
PACE GLOBAL CLASS A COMBINED
GLOBAL INCOME FIXED INCOME PACE GLOBAL FIXED
FUND: CLASS A FUND: CLASS A INCOME FUND
------------- ------------- -----------------
<S> <C> <C> <C>
Net Assets....................... $249,722,305 $ 0 $249,722,305
Shares Outstanding............... 26,663,816 0 23,392,112
Net Asset Value Per Share........ $ 9.37 $ 0 $ 10.68

<CAPTION>
PRO FORMA
PACE GLOBAL CLASS B COMBINED
GLOBAL INCOME FIXED INCOME PACE GLOBAL FIXED
FUND: CLASS B FUND: CLASS B INCOME FUND
------------- ------------- -----------------
<S> <C> <C> <C>
Net Assets....................... $ 5,306,625 $ 0 $ 5,306,625
Shares Outstanding............... 570,316 0 497,085
Net Asset Value Per Share........ $ 9.30 $ 0 $ 10.68

<CAPTION>
PRO FORMA
PACE GLOBAL CLASS C COMBINED
GLOBAL INCOME FIXED INCOME PACE GLOBAL FIXED
FUND: CLASS C FUND: CLASS C INCOME FUND
------------- ------------- -----------------
<S> <C> <C> <C>
Net Assets....................... $ 17,439,735 $ 0 $ 17,439,735
Shares Outstanding............... 1,862,962 0 1,633,624
Net Asset Value Per Share........ $ 9.36 $ 0 $ 10.68

<CAPTION>
PRO FORMA
PACE GLOBAL CLASS Y COMBINED
GLOBAL INCOME FIXED INCOME PACE GLOBAL FIXED
FUND: CLASS Y FUND: CLASS Y INCOME FUND
------------- ------------- -----------------
<S> <C> <C> <C>
Net Assets....................... $ 6,413,921 $ 0 $ 6,413,921
Shares Outstanding............... 685,238 0 600,808
Net Asset Value Per Share........ $ 9.36 $ 0 $ 10.68

<CAPTION>
PRO FORMA
PACE GLOBAL CLASS P COMBINED
GLOBAL INCOME FIXED INCOME PACE GLOBAL FIXED
FUND: CLASS P FUND: CLASS P INCOME FUND
------------- ------------- -----------------
<S> <C> <C> <C>
Net Assets....................... $ 0 $100,830,982 $100,830,982
Shares Outstanding............... 0 9,445,090 9,445,090
Net Asset Value Per Share........ $ 0 $ 10.68 $ 10.68
</TABLE>

27
<PAGE>

LEGAL MATTERS

Certain legal matters concerning the issuance of PACE Global Fixed Income
Fund shares as part of the Reorganization will be passed upon by Willkie Farr
& Gallagher, 787 Seventh Avenue, New York, New York 10019-6099, counsel to
PACE Trust. Certain legal matters concerning the tax consequences of the
Reorganization will be passed upon by Kirkpatrick & Lockhart LLP, 1800
Massachusetts Avenue, NW, Second Floor, Washington, DC 20036-1800.

INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

PACE Trust and Investment Series are each subject to the information
requirements of the Securities Exchange Act of 1934 and the 1940 Act and in
accordance therewith each files reports and other information with the SEC.
Reports, proxy statements, registration statements and other information may
be inspected without charge and copied at the Public Reference Room maintained
by the SEC at 450 Fifth Street, N.W., Washington, DC 20549, and at the
following regional offices of the SEC: 7 World Trade Center, Suite 1300, New
York, NY 10048, and 500 West Madison Street, 14th floor, Chicago, IL 60661.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-202-942-8090. The SEC maintains an internet web site at
http://www.sec.gov that contains information regarding PACE Trust and
Investment Series. Copies of such material may also be obtained, after paying
a duplicating fee, from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, DC, 20549, or by electronic request at the following e-mail
address: [email protected].

EXPERTS

The audited financial statements of Global Income Fund incorporated by
reference in the SAI have been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report thereon is included in Global Income
Fund's Annual Report to Shareholders for the fiscal year ended October 31,
1999. The audited financial statements of PACE Global Fixed Income Fund
incorporated by reference in the SAI for the fiscal year ended July 31, 2000,
have been audited by Ernst & Young LLP, independent auditors, whose report
thereon is included in PACE Global Fixed Income Fund's Annual Report to
Shareholders for the fiscal year ended July 31, 2000. The financial statements
audited by PricewaterhouseCoopers LLP and Ernst & Young LLP have been
incorporated by reference in the SAI in reliance on their reports given on
their authority as experts in auditing and accounting.

OTHER INFORMATION

SHAREHOLDER PROPOSALS. As a general matter, Investment Series does not hold
annual or other regular meetings of shareholders. Any shareholder who wishes
to submit proposals to be considered at a special meeting of Global Income
Fund's shareholders should send such proposals to Global Income Fund at 51
West 52nd Street, New York, New York 10019-6114. Proposals must be received a
reasonable period of time prior to any meeting to be included in the proxy
materials or otherwise considered. Moreover, consideration of such proposals
is subject to limitations under the federal securities laws. Persons named as
proxies for any subsequent shareholders' meeting will vote in their discretion
with respect to proposals submitted on an untimely basis.

OTHER BUSINESS. Investment Series' management knows of no other business to
be presented to the Meeting other than the matters set forth in this Proxy
Statement/Prospectus, but should any other matter requiring a vote of Global
Income Fund's shareholders arise, the proxies will vote thereon according to
their best judgment in the interests of the Fund.

28
<PAGE>

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION ("Agreement") is
made as of , 2001, by and among PaineWebber PACE Select Advisors Trust, a
Delaware business trust ("PACE Trust"), on behalf of PACE Global Fixed Income
Investments, a segregated portfolio of assets ("series") thereof ("Acquiring
Fund"), PaineWebber Investment Series, a Massachusetts business trust ("Target
Trust"), on behalf of PaineWebber Global Income Fund, a series thereof
("Target"), and solely for purposes of paragraph 7.2 hereof, Mitchell Hutchins
Asset Management Inc. ("Mitchell Hutchins"). (Acquiring Fund and Target are
sometimes referred to herein individually as a "Fund" and collectively as the
"Funds," and PACE Trust and Target Trust are sometimes referred to herein
individually as an "Investment Company" and collectively as the "Investment
Companies.") All agreements, representations, actions, and obligations
described herein made or to be taken or undertaken by Acquiring Fund or Target
are made and shall be taken or undertaken by PACE Trust or Target Trust,
respectively.

The Investment Companies wish to effect a reorganization described in
section 368(a)(1) of the Internal Revenue Code of 1986, as amended ("Code"),
and intend this Agreement to be, and adopt it as, a "plan of reorganization"
within the meaning of the regulations under section 368 of the Code
("Regulations"). The reorganization will involve the transfer of Target's
assets to Acquiring Fund in exchange solely for voting shares of beneficial
interest in Acquiring Fund and the assumption by Acquiring Fund of Target's
stated liabilities, followed by the constructive distribution of those shares
PRO RATA to the holders of shares of beneficial interest in Target ("Target
Shares") in exchange therefor, all on the terms and conditions set forth
herein. The foregoing transactions are referred to herein collectively as the
"Reorganization."

The Target Shares are divided into four classes, designated Class A, Class
B, Class C, and Class Y shares ("Class A Target Shares," "Class B Target
Shares," "Class C Target Shares," and "Class Y Target Shares," respectively).
Acquiring Fund's shares are divided into five classes, four of which also are
designated Class A, Class B, Class C, and Class Y shares ("Class A Acquiring
Fund Shares," "Class B Acquiring Fund Shares," "Class C Acquiring Fund
Shares," and "Class Y Acquiring Fund Shares," respectively, and collectively
"Acquiring Fund Shares"). Each class of Acquiring Fund Shares is substantially
similar to the identically designated class of Target Shares.

In consideration of the mutual promises contained herein, the parties agree
as follows:

1. PLAN OF REORGANIZATION AND TERMINATION

1.1. Target agrees to assign, sell, convey, transfer, and deliver all of
its assets described in paragraph 1.2 ("Assets") to Acquiring Fund. Acquiring
Fund agrees in exchange therefor--

(a) to issue and deliver to Target the number of full and fractional
(rounded to the third decimal place) (i) Class A Acquiring Fund Shares
determined by dividing the net value of Target (computed as set forth
in paragraph 2.1) ("Target Value") attributable to the Class A Target
Shares by the net asset value ("NAV") of a Class A Acquiring Fund
Share (computed as set forth in paragraph 2.2), (ii) Class B Acquiring
Fund Shares determined by dividing the Target Value attributable to
the Class B Target Shares by the NAV of a Class B Acquiring Fund Share
(as so computed), (iii) Class C Acquiring Fund Shares determined by
dividing the Target Value attributable to the Class C Target Shares by
the NAV of a Class C Acquiring Fund Share (as so computed), and (iv)
Class Y Acquiring Fund Shares determined by dividing the Target Value
attributable to the Class Y Target Shares by the NAV of a Class Y
Acquiring Fund Share (as so computed), and

(b) to assume all of Target's stated liabilities described in paragraph
1.3 ("Liabilities").

Such transactions shall take place at the Closing (as defined in paragraph
3.1).

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1.2. The Assets shall include all cash, cash equivalents, securities,
receivables (including interest and dividends receivable), claims and rights
of action, rights to register shares under applicable securities laws, books
and records, deferred and prepaid expenses shown as assets on Target's books,
and other property owned by Target at the Effective Time (as defined in
paragraph 3.1).

1.3. The Liabilities shall include all of Target's liabilities, debts,
obligations, and duties of whatever kind or nature, whether absolute, accrued,
contingent, or otherwise, whether or not arising in the ordinary course of
business, and whether or not specifically referred to in this Agreement, but
only to the extent disclosed or provided for in Target Trust's financial
statements referred to in paragraph 4.1.18, or otherwise disclosed in writing
to and accepted by PACE Trust. Notwithstanding the foregoing, Target agrees to
use its best efforts to discharge all its Liabilities before the Effective
Time.

1.4. At or immediately before the Effective Time, Target shall declare and
pay to its shareholders a dividend and/or other distribution in an amount
large enough so that it will have distributed substantially all (and in any
event not less than 90%) of its investment company taxable income (computed
without regard to any deduction for dividends paid) and substantially all of
its realized net capital gain, if any, for its current taxable year through
the Effective Time.

1.5. At the Effective Time (or as soon thereafter as is reasonably
practicable), Target shall distribute the Acquiring Fund Shares received by it
pursuant to paragraph 1.1 to Target's shareholders of record, determined as of
the Effective Time (each a "Shareholder" and collectively "Shareholders"), in
constructive exchange for their Target Shares. Such distribution shall be
accomplished by PACE Trust's transfer agent's opening accounts on Acquiring
Fund's share transfer books in the Shareholders' names and transferring such
Acquiring Fund Shares thereto. Each Shareholder's account shall be credited
with the respective PRO RATA number of full and fractional (rounded to the
third decimal place) Acquiring Fund Shares due that Shareholder, by class
(i.e., the account for a Shareholder of Class A Target Shares shall be
credited with the respective PRO RATA number of Class A Acquiring Fund Shares
due that Shareholder; the account for a Shareholder of Class B Target Shares
shall be credited with the respective PRO RATA number of Class B Acquiring
Fund Shares due that Shareholder; the account for a Shareholder of Class C
Target Shares shall be credited with the respective PRO RATA number of Class C
Acquiring Fund Shares due that Shareholder; and the account for a Shareholder
of Class Y Target Shares shall be credited with the respective PRO RATA number
of Class Y Acquiring Fund Shares due that Shareholder). All outstanding Target
Shares, including any represented by certificates, shall simultaneously be
canceled on Target's share transfer books. Acquiring Fund shall not issue
certificates representing the Acquiring Fund Shares issued in connection with
the Reorganization.

1.6. As soon as reasonably practicable after distribution of the Acquiring
Fund Shares pursuant to paragraph 1.5, but in all events within six months
after the Effective Time, Target shall be terminated as a series of Target
Trust and any further actions shall be taken in connection therewith as
required by applicable law.

1.7. Any reporting responsibility of Target to a public authority is and
shall remain its responsibility up to and including the date on which it is
terminated.

1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a
name other than that of the registered holder on Target's books of the Target
Shares constructively exchanged therefor shall be paid by the person to whom
such Acquiring Fund Shares are to be issued, as a condition of such transfer.

2. VALUATION

2.1. For purposes of paragraph 1.1(a), Target's net value shall be (a) the
value of the Assets computed as of the close of regular trading on the New
York Stock Exchange ("NYSE") on the date of the Closing ("Valuation Time"),
using the valuation procedures set forth in Acquiring Fund's then-current
prospectus and statement of additional information ("SAI"), less (b) the
amount of the Liabilities as of the Valuation Time.

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2.2. For purposes of paragraph 1.1(a), the NAV of each class of Acquiring
Fund Shares shall be computed as of the Valuation Time, using the valuation
procedures set forth in Acquiring Fund's then-current prospectus and SAI.

2.3. All computations pursuant to paragraphs 2.1 and 2.2 shall be made by
or under the direction of Mitchell Hutchins.

3. CLOSING AND EFFECTIVE TIME

3.1. The Reorganization, together with related acts necessary to consummate
the same ("Closing"), shall occur at the Funds' principal office on or about
February 9, 2001, or at such other place and/or on such other date as to which
the Investment Companies may agree. All acts taking place at the Closing shall
be deemed to take place simultaneously as of the close of business on the date
thereof or at such other time as to which the Investment Companies may agree
("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is
closed to trading or trading thereon is restricted or (b) trading or the
reporting of trading on the NYSE or elsewhere is disrupted, so that accurate
appraisal of the Target Value and the NAV of each class of Acquiring Fund
Shares is impracticable, the Effective Time shall be postponed until the first
business day after the day when such trading shall have been fully resumed and
such reporting shall have been restored.

3.2. Target Trust's fund accounting and pricing agent shall deliver at the
Closing a certificate of an authorized officer verifying that the information
(including adjusted basis and holding period, by lot) concerning the Assets,
including all portfolio securities, transferred by Target to Acquiring Fund,
as reflected on Acquiring Fund's books immediately after the Closing, does or
will conform to such information on Target's books immediately before the
Closing. Target Trust's custodian shall deliver at the Closing a certificate
of an authorized officer stating that the Assets held by the custodian will be
transferred to Acquiring Fund at, or arrangements for the transfer thereof to
Acquiring Fund will have been made on or before, the Effective Time.

3.3. Target Trust shall deliver to PACE Trust at the Closing a list of the
names and addresses of the Shareholders and the number of outstanding Target
Shares (by class) owned by each Shareholder (rounded to the third decimal
place), all as of the Effective Time, certified by Target Trust's Secretary or
an Assistant Secretary thereof. PACE Trust's transfer agent shall deliver at
the Closing a certificate as to the opening on Acquiring Fund's share transfer
books of accounts in the Shareholders' names. PACE Trust shall issue and
deliver a confirmation to Target Trust evidencing the Acquiring Fund Shares to
be credited to Target at the Effective Time or provide evidence satisfactory
to Target Trust that such Acquiring Fund Shares have been credited to Target's
account on Acquiring Fund's books. At the Closing, each Investment Company
shall deliver to the other bills of sale, checks, assignments, stock
certificates, receipts, or other documents the other Investment Company or its
counsel reasonably requests.

3.4. Each Investment Company shall deliver to the other at the Closing a
certificate executed in its name by its President or a Vice President in form
and substance satisfactory to the recipient and dated the Effective Time, to
the effect that the representations and warranties it made in this Agreement
are true and correct at the Effective Time except as they may be affected by
the transactions contemplated by this Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1. Target represents and warrants to PACE Trust, on behalf of Acquiring
Fund, as follows:

4.1.1. Target Trust is a trust operating under a written declaration of
trust, the beneficial interest in which is divided into transferable shares
("Business Trust"), that is duly organized and validly existing under the
laws of the Commonwealth of Massachusetts; and a copy of its Amended and
Restated Declaration of Trust ("Declaration of Trust") is on file with the
Secretary of the Commonwealth of Massachusetts;

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<PAGE>

4.1.2. Target Trust is duly registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
("1940 Act"), and such registration will be in full force and effect at the
Effective Time;

4.1.3. Target is a duly established and designated series of Target
Trust;

4.1.4. At the Closing, Target will have good and marketable title to the
Assets and full right, power, and authority to sell, assign, transfer, and
deliver the Assets free of any liens or other encumbrances (except
securities that are subject to "securities loans" as referred to in section
851(b)(2) of the Code); and on delivery and payment for the Assets,
Acquiring Fund will acquire good and marketable title thereto;

4.1.5. Target's current prospectus and SAI conform in all material
respects to the applicable requirements of the Securities Act of 1933, as
amended ("1933 Act"), and the 1940 Act and the rules and regulations
thereunder and do not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading;

4.1.6. Target is not in violation of, and the execution and delivery of
this Agreement and consummation of the transactions contemplated hereby
will not conflict with or violate, Massachusetts law or any provision of
the Declaration of Trust or Target Trust's By-Laws or of any agreement,
instrument, lease, or other undertaking to which Target is a party or by
which it is bound or result in the acceleration of any obligation, or the
imposition of any penalty, under any agreement, judgment, or decree to
which Target is a party or by which it is bound, except as otherwise
disclosed in writing to and accepted by PACE Trust;

4.1.7. Except as otherwise disclosed in writing to and accepted by PACE
Trust, all material contracts and other commitments of or applicable to
Target (other than this Agreement and investment contracts, including
options, futures, and forward contracts) will be terminated, or provision
for discharge of any liabilities of Target thereunder will be made, at or
prior to the Effective Time, without either Fund's incurring any liability
or penalty with respect thereto and without diminishing or releasing any
rights Target may have had with respect to actions taken or omitted or to
be taken by any other party thereto prior to the Closing;

4.1.8. Except as otherwise disclosed in writing to and accepted by PACE
Trust, no litigation, administrative proceeding, or investigation of or
before any court or governmental body is presently pending or (to Target
Trust's knowledge) threatened against Target Trust with respect to Target
or any of its properties or assets that, if adversely determined, would
materially and adversely affect Target's financial condition or the conduct
of its business; and Target Trust knows of no facts that might form the
basis for the institution of any such litigation, proceeding, or
investigation and is not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that
materially or adversely affects its business or its ability to consummate
the transactions contemplated hereby;

4.1.9. The execution, delivery, and performance of this Agreement have
been duly authorized as of the date hereof by all necessary action on the
part of Target Trust's board of trustees, which has made the determinations
required by Rule 17a-8(a) under the 1940 Act; and, subject to approval by
Target's shareholders, this Agreement constitutes a valid and legally
binding obligation of Target, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and laws of general applicability relating to or affecting
creditors' rights and to general principles of equity;

4.1.10. At the Effective Time, the performance of this Agreement shall
have been duly authorized by all necessary action by Target's shareholders;

4.1.11. No governmental consents, approvals, authorizations, or filings
are required under the 1933 Act, the Securities Exchange Act of 1934, as
amended ("1934 Act"), or the 1940 Act for the execution or

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performance of this Agreement by Target Trust, except for (a) the filing
with the Securities and Exchange Commission ("SEC") of a registration
statement by PACE Trust on Form N-14 relating to the Acquiring Fund Shares
issuable hereunder, and any supplement or amendment thereto ("Registration
Statement"), including therein a prospectus/proxy statement ("Proxy
Statement"), and (b) such consents, approvals, authorizations, and filings
as have been made or received or as may be required subsequent to the
Effective Time;

4.1.12. On the effective date of the Registration Statement, at the time
of the Meeting (as defined in paragraph 5.2), and at the Effective Time,
the Proxy Statement will (a) comply in all material respects with the
applicable provisions of the 1933 Act, the 1934 Act, and the 1940 Act and
the rules and regulations thereunder and (b) not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which such statements were made, not misleading;
provided that the foregoing shall not apply to statements in or omissions
from the Proxy Statement made in reliance on and in conformity with
information furnished by PACE Trust for use therein;

4.1.13. The Liabilities were incurred by Target in the ordinary course
of its business; and there are no Liabilities other than liabilities
disclosed or provided for in Target Trust's financial statements referred
to in paragraph 4.1.18, or otherwise disclosed to and accepted by PACE
Trust, none of which has been materially adverse to the business, assets,
or results of Target's operations;

4.1.14. Target is a "fund" as defined in section 851(g)(2) of the Code;
it qualified for treatment as a regulated investment company under
Subchapter M of the Code ("RIC") for each past taxable year since it
commenced operations and will continue to meet all the requirements for
such qualification for its current taxable year; the Assets will be
invested at all times through the Effective Time in a manner that ensures
compliance with the foregoing; and Target has no earnings and profits
accumulated in any taxable year in which the provisions of Subchapter M did
not apply to it;

4.1.15. Target is not under the jurisdiction of a court in a "title 11
or similar case" (within the meaning of section 368(a)(3)(A) of the Code);

4.1.16. Not more than 25% of the value of Target's total assets
(excluding cash, cash items, and U.S. government securities) is invested in
the stock and securities of any one issuer, and not more than 50% of the
value of such assets is invested in the stock and securities of five or
fewer issuers;

4.1.17. Target's federal income tax returns, and all applicable state
and local tax returns, for all taxable years through and including the
taxable year ended October 31, 1999, have been timely filed and all taxes
payable pursuant to such returns have been timely paid;

4.1.18. Target Trust's audited financial statements for the year ended
October 31, 1999, and unaudited financial statements for the six months
ended April 30, 2000, to be delivered to PACE Trust, fairly represent
Target's financial position as of each such date and the results of its
operations and changes in its net assets for the periods then ended; and

4.1.19. Target's management (a) is unaware of any plan or intention of
Shareholders to redeem, sell, or otherwise dispose of (i) any portion of
their Target Shares before the Reorganization to any person "related"
(within the meaning of section 1.368-1(e)(3) of the Regulations) to either
Fund or (ii) any portion of the Acquiring Fund Shares to be received by
them in the Reorganization to any person related (within such meaning) to
Acquiring Fund, (b) does not anticipate dispositions of those Acquiring
Fund Shares at the time of or soon after the Reorganization to exceed the
usual rate and frequency of dispositions of shares of Target as a series of
an open-end investment company, (c) expects that the percentage of
Shareholder interests, if any, that will be disposed of as a result of or
at the time of the Reorganization will be DE MINIMIS,

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<PAGE>

and (d) does not anticipate that there will be extraordinary redemptions of
Acquiring Fund Shares immediately following the Reorganization.

4.2. Acquiring Fund represents and warrants to Target Trust, on behalf of
Target, as follows:

4.2.1. PACE Trust is a business trust duly organized, validly existing,
and in good standing under the laws of the State of Delaware; and its
Certificate of Trust, including any amendments thereto ("Certificate of
Trust"), has been duly filed in the office of the Secretary of State
thereof;

4.2.2. PACE Trust is duly registered as an open-end management
investment company under the 1940 Act, and such registration will be in
full force and effect at the Effective Time;

4.2.3. Acquiring Fund is a duly established and designated series of
PACE Trust;

4.2.4. No consideration other than Acquiring Fund Shares (and Acquiring
Fund's assumption of the Liabilities) will be issued in exchange for the
Assets in the Reorganization;

4.2.5. The Acquiring Fund Shares to be issued and delivered to Target
hereunder will, at the Effective Time, have been duly authorized and, when
issued and delivered as provided herein, including the receipt of
consideration in exchange therefor in excess of the par value thereof, will
be duly and validly issued and outstanding shares of Acquiring Fund, fully
paid and non-assessable;

4.2.6. Acquiring Fund's current prospectus and SAI conform in all
material respects to the applicable requirements of the 1933 Act and the
1940 Act and the rules and regulations thereunder and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;

4.2.7. Acquiring Fund is not in violation of, and the execution and
delivery of this Agreement and consummation of the transactions
contemplated hereby will not conflict with or violate, Delaware law or any
provision of PACE Trust's Certificate of Trust, Trust Instrument (including
any amendments thereto) ("Trust Instrument"), or By-Laws or of any
provision of any agreement, instrument, lease, or other undertaking to
which Acquiring Fund is a party or by which it is bound or result in the
acceleration of any obligation, or the imposition of any penalty, under any
agreement, judgment, or decree to which Acquiring Fund is a party or by
which it is bound, except as otherwise disclosed in writing to and accepted
by Target Trust;

4.2.8. Except as otherwise disclosed in writing to and accepted by
Target Trust, no litigation, administrative proceeding, or investigation of
or before any court or governmental body is presently pending or (to PACE
Trust's knowledge) threatened against PACE Trust with respect to Acquiring
Fund or any of its properties or assets that, if adversely determined,
would materially and adversely affect Acquiring Fund's financial condition
or the conduct of its business; and PACE Trust knows of no facts that might
form the basis for the institution of any such litigation, proceeding, or
investigation and is not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that
materially or adversely affects its business or its ability to consummate
the transactions contemplated hereby;

4.2.9. The execution, delivery, and performance of this Agreement have
been duly authorized as of the date hereof by all necessary action on the
part of PACE Trust's board of trustees (together with Target Trust's board
of trustees, the "Boards"), which has made the determinations required by
Rule 17a-8(a) under the 1940 Act; and this Agreement constitutes a valid
and legally binding obligation of Acquiring Fund, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and laws of general applicability relating to
or affecting creditors' rights and to general principles of equity;

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4.2.10. No governmental consents, approvals, authorizations, or filings
are required under the 1933 Act, the 1934 Act, or the 1940 Act for the
execution or performance of this Agreement by PACE Trust, except for (a)
the filing with the SEC of the Registration Statement and (b) such
consents, approvals, authorizations, and filings as have been made or
received or as may be required subsequent to the Effective Time;

4.2.11. On the effective date of the Registration Statement, at the time
of the Meeting, and at the Effective Time, the Proxy Statement will (a)
comply in all material respects with the applicable provisions of the 1933
Act, the 1934 Act, and the 1940 Act and the rules and regulations
thereunder and (b) not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which such
statements were made, not misleading; provided that the foregoing shall not
apply to statements in or omissions from the Proxy Statement made in
reliance on and in conformity with information furnished by Target Trust
for use therein;

4.2.12. Acquiring Fund is a "fund" as defined in section 851(g)(2) of
the Code; it qualified for treatment as a RIC for each past taxable year
since it commenced operations and will continue to meet all the
requirements for such qualification for its current taxable year; Acquiring
Fund intends to continue to meet all such requirements for the next taxable
year; and it has no earnings and profits accumulated in any taxable year in
which the provisions of Subchapter M of the Code did not apply to it;

4.2.13. Acquiring Fund has no plan or intention to issue additional
Acquiring Fund Shares following the Reorganization except for shares issued
in the ordinary course of its business as a series of an open-end
investment company; nor does Acquiring Fund or any person "related" (within
the meaning of section 1.368-1(e)(3) of the Regulations) thereto have any
plan or intention to redeem or otherwise reacquire any Acquiring Fund
Shares issued to the Shareholders pursuant to the Reorganization, except to
the extent it is required by the 1940 Act to redeem any of its shares
presented for redemption at NAV in the ordinary course of that business;

4.2.14. Following the Reorganization, Acquiring Fund (a) will continue
Target's "historic business" (within the meaning of section 1.368-1(d)(2)
of the Regulations) and (b) will use a significant portion of Target's
"historic business assets" (within the meaning of section 1.368-1(d)(3) of
the Regulations) in a business; in addition, Acquiring Fund (c) has no plan
or intention to sell or otherwise dispose of any of the Assets, except for
dispositions made in the ordinary course of that business and dispositions
necessary to maintain its status as a RIC and (d) expects to retain
substantially all the Assets in the same form as it receives them in the
Reorganization, unless and until subsequent investment circumstances
suggest the desirability of change or it becomes necessary to make
dispositions thereof to maintain such status;

4.2.15. There is no plan or intention for Acquiring Fund to be dissolved
or merged into another business trust or a corporation or any "fund"
thereof (within the meaning of section 851(g)(2) of the Code) following the
Reorganization;

4.2.16. Immediately after the Reorganization, (a) not more than 25% of
the value of Acquiring Fund's total assets (excluding cash, cash items, and
U.S. government securities) will be invested in the stock and securities of
any one issuer and (b) not more than 50% of the value of such assets will
be invested in the stock and securities of five or fewer issuers;

4.2.17. Acquiring Fund does not directly or indirectly own, nor at the
Effective Time will it directly or indirectly own, nor has it directly or
indirectly owned at any time during the past five years, any shares of
Target;

4.2.18. Acquiring Fund's federal income tax returns, and all applicable
state and local tax returns, for all taxable years through and including
the taxable year ended July 31, 1999, have been timely filed and all taxes
payable pursuant to such returns have been timely paid; and

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4.2.19. PACE Trust's audited financial statements for the year ended
July 31, 2000, to be delivered to Target Trust, fairly represent Acquiring
Fund's financial position as of that date and the results of its operations
and changes in its net assets for the year then ended.

4.3. Each Fund represents and warrants to the Trust of which the other Fund
is a series, on behalf of such other Fund, as follows:

4.3.1. The fair market value of the Acquiring Fund Shares received by
each Shareholder will be approximately equal to the fair market value of
its Target Shares constructively surrendered in exchange therefor;

4.3.2. The Shareholders will pay their own expenses, if any, incurred in
connection with the Reorganization;

4.3.3. The fair market value of the Assets on a going concern basis will
equal or exceed the Liabilities to be assumed by Acquiring Fund and those
to which the Assets are subject;

4.3.4. There is no intercompany indebtedness between the Funds that was
issued or acquired, or will be settled, at a discount;

4.3.5. Pursuant to the Reorganization, Target will transfer to Acquiring
Fund, and Acquiring Fund will acquire, at least 90% of the fair market
value of the net assets, and at least 70% of the fair market value of the
gross assets, held by Target immediately before the Reorganization. For the
purposes of this representation, any amounts used by Target to pay its
Reorganization expenses and to make redemptions and distributions
immediately before the Reorganization (except (a) redemptions in the
ordinary course of its business required by section 22(e) of the 1940 Act
and (b) regular, normal dividend distributions made to conform to its
policy of distributing all or substantially all of its income and gains to
avoid the obligation to pay federal income tax and/or the excise tax under
section 4982 of the Code) after the date of this Agreement will be included
as assets held thereby immediately before the Reorganization;

4.3.6. None of the compensation received by any Shareholder who is an
employee of or service provider to Target will be separate consideration
for, or allocable to, any of the Target Shares held by such Shareholder;
none of the Acquiring Fund Shares received by any such Shareholder will be
separate consideration for, or allocable to, any employment agreement,
investment advisory agreement, or other service agreement; and the
consideration paid to any such Shareholder will be for services actually
rendered and will be commensurate with amounts paid to third parties
bargaining at arm's-length for similar services;

4.3.7. Immediately after the Reorganization, the Shareholders will [not]
own shares constituting "control" (within the meaning of section 304(c) of
the Code) of Acquiring Fund; and

4.3.8. Neither Fund will be reimbursed for any expenses incurred by it
or on its behalf in connection with the Reorganization unless those
expenses are solely and directly related to the Reorganization (determined
in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B.
187) ("Reorganization Expenses").

5. COVENANTS

5.1. Each Fund covenants to operate its respective business in the ordinary
course between the date hereof and the Closing, it being understood that--

(a) such ordinary course will include declaring and paying customary
dividends and other distributions and changes in operations
contemplated by each Fund's normal business activities, and

(b) each Fund will retain exclusive control of the composition of its
portfolio until the Closing; provided that if Target's shareholders
approve this Agreement (and the transactions contemplated hereby), then

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between the date of such approval and the Closing, the Funds shall
coordinate their respective portfolios so that the transfer of the
Assets to Acquiring Fund will not cause it to fail to be in compliance
with any of its investment policies and restrictions immediately after
the Closing.

5.2. Target covenants to call a shareholders' meeting to consider and act
on this Agreement and to take all other action necessary to obtain approval of
the transactions contemplated hereby ("Meeting").

5.3. Target covenants that the Acquiring Fund Shares to be delivered
hereunder are not being acquired for the purpose of making any distribution
thereof, other than in accordance with the terms hereof.

5.4. Target covenants that it will assist PACE Trust in obtaining
information PACE Trust reasonably requests concerning the beneficial ownership
of Target Shares.

5.5. Target covenants that its books and records (including all books and
records required to be maintained under the 1940 Act and the rules and
regulations thereunder) will be turned over to PACE Trust at the Closing.

5.6. Each Fund covenants to cooperate in preparing the Proxy Statement in
compliance with applicable federal and state securities laws.

5.7. Each Fund covenants that it will, from time to time, as and when
requested by the other Fund, execute and deliver or cause to be executed and
delivered all assignments and other instruments, and will take or cause to be
taken further action, the other Fund may deem necessary or desirable in order
to vest in, and confirm to, (a) Acquiring Fund, title to and possession of all
the Assets, and (b) Target, title to and possession of the Acquiring Fund
Shares to be delivered hereunder, and otherwise to carry out the intent and
purpose hereof.

5.8. Acquiring Fund covenants to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act, and state
securities laws it deems appropriate to continue its operations after the
Effective Time.

5.9. Subject to this Agreement, each Fund covenants to take or cause to be
taken all actions, and to do or cause to be done all things, reasonably
necessary, proper, or advisable to consummate and effectuate the transactions
contemplated hereby.

6. CONDITIONS PRECEDENT

Each Fund's obligations hereunder shall be subject to (a) performance by
the other Fund of all its obligations to be performed hereunder at or before
the Effective Time, (b) all representations and warranties of the other Fund
contained herein being true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated hereby, as of the Effective Time, with the same force and effect
as if made at and as of the Effective Time, and (c) the following further
conditions that, at or before the Effective Time:

6.1. This Agreement and the transactions contemplated hereby shall have
been duly adopted and approved by each Board and shall have been approved by
Target's shareholders in accordance with the Declaration of Trust and Target
Trust's By-Laws and applicable law.

6.2. All necessary filings shall have been made with the SEC and state
securities authorities, and no order or directive shall have been received
that any other or further action is required to permit the parties to carry
out the transactions contemplated hereby. The Registration Statement shall
have become effective under the 1933 Act, no stop orders suspending the
effectiveness thereof shall have been issued, and the SEC shall not have
issued an unfavorable report with respect to the Reorganization under section
25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin
consummation of the transactions contemplated hereby under section 25(c) of
the 1940 Act. All consents, orders, and permits of federal, state, and local
regulatory authorities (including the SEC and state securities authorities)
deemed necessary by either Investment Company to permit consummation, in all

A-9
<PAGE>

material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain same would not involve a risk of a
material adverse effect on either Fund's assets or properties, provided that
either Investment Company may for itself waive any of such conditions.

6.3. At the Effective Time, no action, suit, or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or to obtain damages or other relief in connection with,
the transactions contemplated hereby.

6.4. Target Trust shall have received an opinion of Willkie Farr &
Gallagher ("Willkie Farr") substantially to the effect that:

6.4.1. Acquiring Fund is a duly established series of PACE Trust, a
business trust duly organized, validly existing, and in good standing under
the laws of the State of Delaware, with power under its Certificate of
Trust and Trust Instrument to own all its properties and assets and, to the
knowledge of Willkie Farr, to carry on its business as presently conducted;

6.4.2. This Agreement (a) has been duly authorized, executed, and
delivered by PACE Trust on behalf of Acquiring Fund and (b) assuming due
authorization, execution, and delivery of this Agreement by Target Trust on
behalf of Target, is a valid and legally binding obligation of PACE Trust
with respect to Acquiring Fund, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and laws of general applicability relating to or affecting
creditors' rights and to general principles of equity;

6.4.3. The Acquiring Fund Shares to be issued and distributed to the
Shareholders under this Agreement, assuming their due delivery as
contemplated by this Agreement and the receipt of consideration in exchange
therefor in excess of the par value thereof, will be duly authorized,
validly issued and outstanding, and fully paid and non-assessable;

6.4.4. The execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated hereby will not, materially
violate PACE Trust's Certificate of Trust, Trust Instrument, or By-Laws or
any provision of any agreement (known to Willkie Farr, without any
independent inquiry or investigation) to which PACE Trust (with respect to
Acquiring Fund) is a party or by which it is bound or (to the knowledge of
Willkie Farr, without any independent inquiry or investigation) result in
the acceleration of any obligation, or the imposition of any penalty, under
any agreement, judgment, or decree to which PACE Trust (with respect to
Acquiring Fund) is a party or by which it is bound, except as set forth in
such opinion or as otherwise disclosed in writing to and accepted by Target
Trust;

6.4.5. To the knowledge of Willkie Farr (without any independent inquiry
or investigation), no consent, approval, authorization, or order of any
court or governmental authority is required for the consummation by PACE
Trust on behalf of Acquiring Fund of the transactions contemplated herein,
except those obtained under the 1933 Act, the 1934 Act, and the 1940 Act
and those that may be required under state securities laws;

6.4.6. PACE Trust is registered with the SEC as an investment company,
and to the knowledge of Willkie Farr no order has been issued or proceeding
instituted to suspend such registration; and

6.4.7. To the knowledge of Willkie Farr (without any independent inquiry
or investigation), (a) no litigation, administrative proceeding, or
investigation of or before any court or governmental body is pending or
threatened as to PACE Trust (with respect to Acquiring Fund) or any of its
properties or assets attributable or allocable to Acquiring Fund and (b)
PACE Trust (with respect to Acquiring Fund) is not a party to or subject to
the provisions of any order, decree, or judgment of any court or
governmental body that materially and adversely affects Acquiring Fund's
business, except as set forth in such opinion or as otherwise disclosed in
writing to and accepted by Target Trust.

A-10
<PAGE>

In rendering such opinion, Willkie Farr may (1) rely (i) as to matters
governed by the laws of the State of Delaware, on an opinion of competent
Delaware counsel, and (ii) as to certain factual matters, on a certificate of
PACE Trust, (2) make assumptions regarding the authenticity, genuineness,
and/or conformity of documents and copies thereof without independent
verification thereof, (3) limit such opinion to applicable federal and state
law, and (4) define the word "knowledge" and related terms to mean the
knowledge of attorneys then with Willkie Farr who have devoted substantive
attention to matters directly related to this Agreement and the
Reorganization.

6.5. PACE Trust shall have received an opinion of Kirkpatrick & Lockhart
LLP ("K&L") substantially to the effect that:

6.5.1. Target is a duly established series of Target Trust, a Business
Trust duly organized and validly existing under the laws of the
Commonwealth of Massachusetts with power under the Declaration of Trust to
own all its properties and assets and, to the knowledge of K&L, to carry on
its business as presently conducted;

6.5.2. This Agreement (a) has been duly authorized, executed, and
delivered by Target Trust on behalf of Target and (b) assuming due
authorization, execution, and delivery of this Agreement by PACE Trust on
behalf of Acquiring Fund, is a valid and legally binding obligation of
Target Trust with respect to Target, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and laws of general applicability relating to
or affecting creditors' rights and to general principles of equity;

6.5.3. The execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated hereby will not, materially
violate the Declaration of Trust or Target Trust's By-Laws or any provision
of any agreement (known to K&L, without any independent inquiry or
investigation) to which Target Trust (with respect to Target) is a party or
by which it is bound or (to the knowledge of K&L, without any independent
inquiry or investigation) result in the acceleration of any obligation, or
the imposition of any penalty, under any agreement, judgment, or decree to
which Target Trust (with respect to Target) is a party or by which it is
bound, except as set forth in such opinion or as otherwise disclosed in
writing to and accepted by PACE Trust;

6.5.4. To the knowledge of K&L (without any independent inquiry or
investigation), no consent, approval, authorization, or order of any court
or governmental authority is required for the consummation by Target Trust
on behalf of Target of the transactions contemplated herein, except those
obtained under the 1933 Act, the 1934 Act, and the 1940 Act and those that
may be required under state securities laws;

6.5.5. Target Trust is registered with the SEC as an investment company,
and to the knowledge of K&L no order has been issued or proceeding
instituted to suspend such registration; and

6.5.6. To the knowledge of K&L (without any independent inquiry or
investigation), (a) no litigation, administrative proceeding, or
investigation of or before any court or governmental body is pending or
threatened as to Target Trust (with respect to Target) or any of its
properties or assets attributable or allocable to Target and (b) Target
Trust (with respect to Target) is not a party to or subject to the
provisions of any order, decree, or judgment of any court or governmental
body that materially and adversely affects Target's business, except as set
forth in such opinion or as otherwise disclosed in writing to and accepted
by PACE Trust.

In rendering such opinion, K&L may (1) rely, as to certain factual matters, on
a certificate of Target Trust, (2) make assumptions regarding the
authenticity, genuineness, and/or conformity of documents and copies thereof
without independent verification thereof, (3) limit such opinion to applicable
federal and state law, and (4) define the word "knowledge" and related terms
to mean the knowledge of attorneys then with K&L who have devoted substantive
attention to matters directly related to this Agreement and the
Reorganization.

6.6. Each Investment Company shall have received an opinion of K&L,
addressed to and in form and substance reasonably satisfactory to it, as to
the federal income tax consequences mentioned below ("Tax

A-11
<PAGE>

Opinion"). In rendering the Tax Opinion, K&L may rely as to factual matters,
exclusively and without independent verification, on the representations made
in this Agreement, which K&L may treat as representations made to it, or in
separate letters addressed to K&L and the certificates delivered pursuant to
paragraph 3.4. The Tax Opinion shall be substantially to the effect that,
based on the facts and assumptions stated therein and conditioned on
consummation of the Reorganization in accordance with this Agreement, for
federal income tax purposes:

6.6.1. Acquiring Fund's acquisition of the Assets in exchange solely for
Acquiring Fund Shares and Acquiring Fund's assumption of the Liabilities,
followed by Target's distribution of those shares PRO RATA to the
Shareholders constructively in exchange for their Target Shares, will
qualify as a reorganization within the meaning of section 368(a)(1) of the
Code, and each Fund will be "a party to a reorganization" within the
meaning of section 368(b) of the Code;

6.6.2. Target will recognize no gain or loss on the transfer of the
Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and
Acquiring Fund's assumption of the Liabilities or on the subsequent
distribution of those shares to the Shareholders in constructive exchange
for their Target Shares;

6.6.3. Acquiring Fund will recognize no gain or loss on its receipt of
the Assets in exchange solely for Acquiring Fund Shares and its assumption
of the Liabilities;

6.6.4. Acquiring Fund's basis in the Assets will be the same as Target's
basis therein immediately before the Reorganization, and Acquiring Fund's
holding period for the Assets will include Target's holding period
therefor;

6.6.5. A Shareholder will recognize no gain or loss on the constructive
exchange of all its Target Shares solely for Acquiring Fund Shares pursuant
to the Reorganization; and

6.6.6. A Shareholder's aggregate basis in the Acquiring Fund Shares to
be received by it in the Reorganization will be the same as the aggregate
basis in its Target Shares to be constructively surrendered in exchange for
those Acquiring Fund Shares, and its holding period for those Acquiring
Fund Shares will include its holding period for those Target Shares,
provided the Shareholder held them as capital assets at the Effective Time.

Notwithstanding subparagraphs 6.6.2 and 6.6.4, the Tax Opinion may state that
no opinion is expressed as to the effect of the Reorganization on the Funds or
any Shareholder with respect to any Asset as to which any unrealized gain or
loss is required to be recognized for federal income tax purposes at the end
of a taxable year (or on the termination or transfer thereof) under a mark-to-
market system of accounting.

At any time before the Closing, either Investment Company may waive any of
the foregoing conditions (except that set forth in paragraph 6.1) if, in the
judgment of its Board, such waiver will not have a material adverse effect on
its Fund's shareholders' interests.

7. BROKERAGE FEES AND EXPENSES

7.1. Each Investment Company represents and warrants to the other that
there are no brokers or finders entitled to receive any payments in connection
with the transactions provided for herein.

7.2. The Reorganization Expenses will be borne by Mitchell Hutchins.

8. ENTIRE AGREEMENT; NO SURVIVAL

Neither party has made any representation, warranty, or covenant not set
forth herein, and this Agreement constitutes the entire agreement between the
parties. The representations, warranties, and covenants contained herein or in
any document delivered pursuant hereto or in connection herewith shall not
survive the Closing.

A-12
<PAGE>

9. TERMINATION OF AGREEMENT

This Agreement may be terminated at any time at or before the Effective
Time, whether before or after approval by Target's shareholders:

9.1. By either Fund (a) in the event of the other Fund's material breach of
any representation, warranty, or covenant contained herein to be performed at
or before the Effective Time, (b) if a condition to its obligations has not
been met and it reasonably appears that such condition will not or cannot be
met, or (c) if the Closing has not occurred on or before July 1, 2001; or

9.2. By the parties' mutual agreement.

In the event of termination under paragraphs 9.1(c) or 9.2, there shall be no
liability for damages on the part of either Fund, or the trustees or officers
of either Investment Company, to the other Fund.

10. AMENDMENT

This Agreement may be amended, modified, or supplemented at any time,
notwithstanding approval thereof by Target's shareholders, in any manner
mutually agreed on in writing by the parties; provided that following such
approval no such amendment shall have a material adverse effect on the
Shareholders' interests.

11. MISCELLANEOUS

11.1. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York; provided that, in the case of any
conflict between such laws and the federal securities laws, the latter shall
govern.

11.2. Nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm, trust, or corporation other than the
parties and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.

11.3. PACE Trust acknowledges that Target Trust is a Business Trust. This
Agreement is executed by Target Trust on behalf of Target and by its trustees
and/or officers in their capacities as such, and not individually. Target
Trust's obligations under this Agreement are not binding on or enforceable
against any of its trustees, officers, or shareholders but are only binding on
and enforceable against Target's assets and property; and a trustee of Target
Trust shall not be personally liable hereunder to PACE Trust or its trustees
or shareholders for any act, omission, or obligation of Target Trust or any
other trustee thereof. PACE Trust agrees that, in asserting any rights or
claims under this Agreement on behalf of Acquiring Fund, it shall look only to
Target's assets and property in settlement of such rights or claims and not to
such trustees, officers, or shareholders.

11.4. A trustee of PACE Trust shall not be personally liable hereunder to
Target Trust or its trustees or shareholders for any act, omission, or
obligation of PACE Trust or any other trustee thereof. Target Trust agrees
that, in asserting any claim against PACE Trust or its trustees, it shall look
only to Acquiring Fund's assets for payment under such claim; and neither the
shareholders nor the trustees of PACE Trust, nor any of their agents, whether
past, present, or future, shall be personally liable therefor.

11.5. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been executed by each Investment
Company and delivered to the other party hereto. The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

A-13
<PAGE>

IN WITNESS WHEREOF, each party has caused this Agreement to be executed and
delivered by its duly authorized officers as of the day and year first written
above.

PaineWebber Investment Series,
acting on behalf of its series,
PaineWebber Global Income Fund

By: _________________________________

PaineWebber PACE Select Advisors
Trust, acting on behalf of its
series, PACE Global Fixed Income
Investments

By: _________________________________

Solely with respect to paragraph 7.2
hereof:
Mitchell Hutchins Asset Management
Inc.

By: _________________________________

A-14
<PAGE>

APPENDIX B

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of the Record Date, the following shareholders owned beneficially or of
record 5% or more of a class of shares of Global Income Fund. Mitchell
Hutchins did not know of any other person who owned beneficially or of record
5% or more of any class of either Fund's outstanding equity securities as of
the Record Date.

GLOBAL INCOME FUND

<TABLE>
<CAPTION>
PRO FORMA
PERCENT BENEFICIAL
PERCENT BENEFICIAL OWNERSHIP OF COMBINED
OWNERSHIP OF GLOBAL PACE GLOBAL FIXED
SHAREHOLDER'S NAME/ADDRESS* INCOME FUND INCOME FUND
--------------------------- ------------------- ---------------------
<S> <C> <C>
John M. Freese, Administrator 13.87% 13.87%
Estate of Dorothy M. Freese (Class C Shares) (Class C Shares)

John Markham Freese, Executor 6.44% 6.44%
Estate of M. Lloyd Freese (Class C Shares) (Class C Shares)

Northern Trust Company as Trustee 73.28% 73.28%
FBO PaineWebber 401K Plan (Class Y Shares) (Class Y Shares)
</TABLE>
----------------
* The shareholders listed may be contacted c/o Mitchell Hutchins Asset
Management Inc., 51 West 52nd Street, New York, NY 10019-6114.

B-1
<PAGE>

APPENDIX C

MANAGEMENT'S DISCUSSION OF PACE GLOBAL FIXED INCOME FUND'S PERFORMANCE

THE DISCUSSION BELOW WAS TAKEN FROM PACE GLOBAL FIXED INCOME FUND'S ANNUAL
REPORT FOR ITS FISCAL YEAR DATED JULY 31, 2000. THIS DISCUSSION HAS NOT BEEN
REVISED TO REFLECT SUBSEQUENT CHANGES WHICH ARE DISCUSSED ABOVE IN THE
COMBINED PROXY STATEMENT/PROSPECTUS.

Advisor: Rogge Global Partners plc

Portfolio Manager: Team led by Olaf Rogge

Objective: High total return

Investment Process: Because the advisor believes that financially healthy
countries produce the highest bond and currency returns over time, the
Portfolio invests primarily in high-grade bonds of governmental and private
issuers in the U.S. and developed foreign countries. Its dollar-weighted
average duration (a measure of sensitivity to interest rate changes) ranges
between four and eight years. The adviser uses a top-down analysis to find
value across countries and to forecast interest and currency-exchange rates
over a one-year horizon. An optimization model helps determine country,
currency and duration positions.

AVERAGE ANNUAL TOTAL RETURNS, PERIODS ENDED 7/31/00

<TABLE>
<CAPTION>
SINCE
INCEPTION
6 MONTHS 1 YEAR 3 YEARS 8/24/95
-------- ------ ------- ---------
<S> <C> <C> <C> <C>
With PACE program fee*...................... -0.66% -6.39% 0.49% 1.73%
Without PACE program fee.................... 0.09% -4.97% 2.01% 3.27%
Salomon Smith Barney World Index Government
Bond Index................................. 0.48% -1.01% 3.55% 3.54%
Lipper Global Income Funds Median........... 1.31% -0.87% 1.47% 4.13%
</TABLE>
----------------
* The maximum annual PACE program fee is 1.5% of the value of the PACE
assets.

Past performance does not predict future performance. The return and
principal value of an investment will fluctuate, so that an investor's shares,
when redeemed, may be worth more or less than their original cost. Performance
results assume reinvestment of all dividends and capital gains. Total returns
for periods of one year or less are cumulative.

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE PORTFOLIO AND
THE SALOMON SMITH BARNEY WORLD GOVERNMENT BOND INDEX

[GRAPH]

PORTFOLIO PORTFOLIO SALOMON SMITH BARNEY
WITHOUT FEE WITH FEE* WORLD GOVT BOND INDEX

Aug-95 $ 9,950 $ 9,947 $10,000
Sep-95 $10,242 $10,226 $10,223
Oct-95 $10,360 $10,331 $10,300
Nov-95 $10,460 $10,417 $10,416
Dec-95 $10,643 $10,586 $10,525
Jan-96 $10,583 $10,514 $10,395
Feb-96 $10,439 $10,358 $10,342
Mar-96 $10,346 $10,252 $10,327
Apr-96 $10,482 $10,374 $10,286
May-96 $10,421 $10,301 $10,288
Jun-96 $10,487 $10,353 $10,369
Jul-96 $10,668 $10,519 $10,569
Aug-96 $10,685 $10,523 $10,610
Sep-96 $10,798 $10,621 $10,653
Oct-96 $11,042 $10,847 $10,852
Nov-96 $11,252 $11,039 $10,996
Dec-96 $11,131 $10,907 $10,907
Jan-97 $10,828 $10,597 $10,615
Feb-97 $10,819 $10,575 $10,536
Mar-97 $10,694 $10,440 $10,456
Apr-97 $10,551 $10,287 $10,364
May-97 $10,821 $10,537 $10,646
Jun-97 $10,974 $10,672 $10,772
Jul-97 $11,046 $10,729 $10,688
Aug-97 $10,910 $10,584 $10,682
Sep-97 $11,293 $10,942 $10,909
Oct-97 $11,431 $11,061 $11,136
Nov-97 $11,320 $10,941 $10,966
Dec-97 $11,242 $10,851 $10,933
Jan-98 $11,400 $10,990 $11,039
Feb-98 $11,502 $11,075 $11,129
Mar-98 $11,446 $11,007 $11,018
Apr-98 $11,576 $11,118 $11,195
May-98 $11,529 $11,059 $11,220
Jun-98 $11,586 $11,100 $11,237
Jul-98 $11,586 $11,086 $11,252
Aug-98 $11,842 $11,317 $11,558
Sep-98 $12,582 $12,009 $12,173
Oct-98 $12,906 $12,303 $12,533
Nov-98 $12,897 $12,278 $12,356
Dec-98 $13,333 $12,678 $12,605
Jan-99 $13,241 $12,575 $12,489
Feb-99 $12,688 $12,035 $12,088
Mar-99 $12,688 $12,020 $12,118
Apr-99 $12,668 $11,985 $12,113
May-99 $12,337 $11,658 $11,910
Jun-99 $12,161 $11,477 $11,701
Jul-99 $12,338 $11,629 $11,988
Aug-99 $12,348 $11,625 $12,043
Sep-99 $12,443 $11,699 $12,231
Oct-99 $12,422 $11,665 $12,225
Nov-99 $12,232 $11,472 $12,097
Dec-99 $12,197 $11,425 $12,067
Jan-00 $11,714 $10,959 $11,810
Feb-00 $11,681 $10,915 $11,725
Mar-00 $12,005 $11,203 $12,089
Apr-00 $11,496 $10,715 $11,694
May-00 $11,627 $10,823 $11,785
Jun-00 $11,932 $11,094 $12,071
Jul-00 $11,724 $10,887 $11,867

The graph depicts the performance of PACE Global Fixed Income Investments
versus Salomon Smith Barney World Government Bond Index. It is important to
note that PACE Global Fixed Income Investments is a professionally managed
portfolio while the Index is not available for investment and is unmanaged.
The comparison is shown for illustrative purposes only.

C-1
<PAGE>

ADVISER'S COMMENTS

The Portfolio underperformed its benchmark for the year ended July 31, 2000
largely due to our overweight position in European currencies, including both
the euro and peripheral currencies including the Swedish krona and Norwegian
krone. On the other hand, country selection had a positive contribution to
performance, primarily due to our large underweight position in Japanese
bonds. Our use of corporate and emerging market issues also made substantial
contributions to the Portfolio. Unfortunately, these positive influences could
not entirely offset the impact of the European currencies.

Looking forward, we remain advocates of European assets with heavy exposure
in Germany, the Netherlands and Denmark. Economic growth in Europe remains
strong, with few signs of inflation in the system and none of the debt
problems faced by the United States. European fixed income markets are
outperforming Japanese markets and look relatively attractive vis-a-vis the
U.S. as well. We are managing the currency exposure to these European assets
from a benchmark neutral position, hedging some of the exposure back into U.S.
dollars as U.S. investments continue to attract flows from all over the world.
While we believe that these flows will moderate over the next few quarters, it
is difficult to deny their impact at the current time.

In Japan, the wheels of change are grinding slowly forward. The Bank of
Japan (BOJ) dropped its zero interest rate policy just before a Japanese
holiday period. We believe that this will have little short-term impact on
Japanese assets, but it does signal that the BOJ feels more comfortable with
the performance of the domestic economy that it has for some time. However, we
are aware that the Japanese government sought to prevent or delay this policy
change and will continue to look for ways to stimulate the economy from the
fiscal side of the equation. As a result, we remain underweight in both
Japanese bonds and currency.

PACE GLOBAL FIXED INCOME INVESTMENTS--PORTFOLIO STATISTICS

<TABLE>
<CAPTION>
CHARACTERISTICS* PORTFOLIO INDEX
---------------- --------- --------
<S> <C> <C>
Duration................................................... 5.32 yrs 5.61 yrs
Maturity................................................... 8.65 yrs 7.60 yrs
Weighted Average Coupon.................................... 6.20% 5.50%
Weighted Average Yield to Maturity......................... 5.54% 4.51%
Net Assets ($MM)........................................... $100.8 --
Number of Securities....................................... 50 --
</TABLE>

<TABLE>
<CAPTION>
QUALITY DIVERSIFICATION* PORTFOLIO INDEX
------------------------ --------- -----
<S> <C> <C>
U.S. Government............................................... 9.7% 27.3%
AAA........................................................... 45.8 56.9
AA............................................................ 23.8 15.0
A............................................................. 9.1 0.8
BBB........................................................... 4.5 0.0
BB............................................................ 3.9 0.0
Cash & Equivalents............................................ 3.2 0.0
----- -----
Total......................................................... 100.0% 100.0%
</TABLE>

<TABLE>
<CAPTION>
TOP 5 COUNTRIES* PORTFOLIO INDEX
---------------- --------- -----
<S> <C> <C>
United States.................................................. 20.8% 27.3%
Germany........................................................ 16.6 8.0
Netherlands.................................................... 12.9 2.4
Japan.......................................................... 11.1 26.1
Denmark........................................................ 8.5 1.2
---- ----
Total.......................................................... 69.9% 65.0%
</TABLE>

C-2
<PAGE>

<TABLE>
<CAPTION>
TOP 5 CURRENCIES* PORTFOLIO INDEX
----------------- --------- -----
<S> <C> <C>
Euro........................................................... 50.6% 34.0%
Yen............................................................ 19.0 26.1
$US............................................................ 16.6 27.3
Danish Kroner.................................................. 5.5 1.2
Canadian Dollar................................................ 4.9 2.9
---- ----
Total.......................................................... 96.6% 91.5%
</TABLE>
----------------
* Weightings represent percentages of net asets as of July 31, 2000. The
Portfolio is actively managed and all holdings are subject to change.

C-3
<PAGE>

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

PROXY PAINEWEBBER GLOBAL INCOME FUND PROXY
(A SERIES OF PAINEWEBBER INVESTMENT SERIES)
SPECIAL MEETING OF SHAREHOLDERS - JANUARY 25, 2001

THIS PROXY IS BEING SOLICITED FOR THE BOARD OF TRUSTEES OF PAINEWEBBER
INVESTMENT SERIES ("TRUST") ON BEHALF OF THE FUND LISTED ABOVE, A SERIES OF THE
TRUST. The undersigned hereby appoints as proxies Robyn Green and Keith Weller,
and each of them (with the power of substitution) to vote for the undersigned
all shares of beneficial interest of the undersigned in the Fund listed above at
the above referenced meeting and any adjournment thereof, with all the power the
undersigned would have if personally present. The shares represented by this
proxy will be voted as instructed on the reverse side of this proxy card.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY
TO VOTE "FOR" THE PROPOSAL.

VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET. CALL TOLL FREE
1-800-597-7836 OR LOG ON TO https://vote.proxy-direct.com. SEE THE ENCLOSED
INSERT FOR FURTHER INSTRUCTIONS.

CONTROL NUMBER: 999 9999 9999 9999

NOTE: If shares are held by an
individual, sign your name exactly as it
appears on this card. If shares are held
jointly, either party may sign, but the
name of the party signing should conform
exactly to the name shown on this proxy
card. If shares are held by a
corporation, partnership or similar
account, the name and the capacity of
the individual signing the proxy card
should be indicated -for example: "ABC
Corp., John Doe, Treasurer."

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Signature

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Signature (if held jointly)

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Date

PLEASE MARK YOUR VOTE ON THE REVERSE SIDE OF THIS CARD.

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EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE PROPOSAL. PLEASE INDICATE
YOUR VOTE BY FILLING IN THE BOX COMPLETELY. EXAMPLE: [ ]

1. Approval of the Agreement and Plan of FOR AGAINST ABSTAIN
Reorganization and Termination that [ ] [ ] [ ]
provides for the reorganization of
PaineWebber Global Income Fund, a series
of PaineWebber Investment Series, into
PACE Global Fixed Income Investments,
a series of PaineWebber PACE Select
Advisors Trust.

PLEASE DATE AND SIGN THE REVERSE SIDE OF THIS CARD.

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YOUR PROXY VOTE IS IMPORTANT!
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AND NOW YOU CAN VOTE YOUR PROXY
ON THE PHONE OR ON
THE INTERNET.

[graphic] IT SAVES MONEY! Telephone and Internet voting saves postage costs.
Savings which can help to minimize expenses.

IT SAVES TIME! Telephone and Internet voting is instantaneous -
24 hours a day.

IT'S EASY! Just follow these simple steps:

1. Read your proxy statement and have it at hand.
2. Call toll-free 1-800-597-7836 for automated instructions,
OR GO TO WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM.
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3. Enter your 14 digit CONTROL NUMBER from your Proxy Card.
4. Follow the recorded or on-screen directions.
5. Do NOT mail your Proxy Card when you vote by phone or
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internet.
6. If you have any questions regarding the meeting agenda
or the execution of your proxy, please call. 1-877-388-2844.