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PAINEWEBBER PACE SELECT ADVISORS TRUST
(ON BEHALF OF PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS)
PAINEWEBBER INVESTMENT TRUST II
(ON BEHALF OF PAINEWEBBER EMERGING MARKETS EQUITY FUND)
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information relates specifically to the
proposed Reorganization whereby PACE International Emerging Markets Equity
Investments ("PACE International Emerging Markets Equity Fund"), a series of
PaineWebber PACE Select Advisors Trust ("PACE Trust"), would acquire all of the
assets of PaineWebber Emerging Markets Equity Fund ("Emerging Markets Equity
Fund"), the sole series of PaineWebber Investment Trust II ("Investment Trust
II"), in exchange solely for shares of PACE International Emerging Markets
Equity Fund and the assumption by PACE International Emerging Markets Equity
Fund of all of Emerging Markets Equity Fund's stated liabilities. This
Statement of Additional Information consists of this cover page and the
following described documents, each of which is incorporated by reference herein
and accompanies this Statement of Additional Information:
(1) The combined Statement of Additional Information of PACE Trust, dated
November 27, 2000, which includes information relating to PACE International
Emerging Markets Equity Fund and is incorporated by reference from PACE Trust's
Statement of Additional Information as filed on January 8, 2001 under Rule 497,
SEC File Numbers 033-87254 and 811-08764, accession number 0000898432-01-000012;
(2) The combined Annual Report to Shareholders of PACE Trust for the fiscal
year ended July 31, 2000, which includes information relating to PACE
International Emerging Markets Equity Fund and is incorporated by reference from
PACE Trust's Form N-30D, SEC File Number 811-08764, filed on October 6, 2000,
accession number 0000912057-00-043979;
(3) The Semi-Annual Report to Shareholders of Emerging Markets Equity Fund,
dated April 30, 2000, which is incorporated by reference from Investment Trust
II's Form N-30D, SEC File Number 811-07104, filed on July 7, 2000, accession
number 0000912057-00-031151; and
(4) The Annual Report to Shareholders of Emerging Markets Equity Fund for
the fiscal year ended October 31, 1999, which is incorporated by reference from
Investment Trust II's Form N-30D, SEC File Number 811-07104, filed on January 6,
2000, accession number 0000912057-00-000341.
This Statement of Additional Information is not a prospectus and should be
read only in conjunction with the Combined Proxy Statement/Prospectus dated
December 20, 2000 relating to the proposed Reorganization. A copy of the
Combined Proxy Statement/Prospectus may be
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obtained without charge by calling toll-free 1-800-647-1568. This Statement of
Additional Information is dated December 20, 2000.
PRO FORMA FINANCIAL STATEMENTS
In accordance with Item 14(a), Instruction 2 of Form N-14, no PRO FORMA
financial statements are required because the net asset value of Emerging
Markets Equity Fund as of October 31, 2000 did not exceed 10% of the net asset
value of PACE International Emerging Markets Equity Fund.
