DEFS14A 1 a2052907zdefs14a.txt DEFS14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-12 PAINEWEBBER PACE SELECT ADVISORS TRUST ----------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ----------------------------------------------------------------------- (Name of Person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------
PAINEWEBBER PACE SELECT ADVISORS TRUST PACE MONEY MARKET INVESTMENTS PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS PACE INTERMEDIATE FIXED INCOME INVESTMENTS PACE STRATEGIC FIXED INCOME INVESTMENTS PACE MUNICIPAL FIXED INCOME INVESTMENTS PACE GLOBAL FIXED INCOME INVESTMENTS PACE LARGE COMPANY VALUE EQUITY INVESTMENTS PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS PACE INTERNATIONAL EQUITY INVESTMENTS PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS 51 West 52nd Street New York, New York 10019-6114 July 16, 2001 Dear Shareholder: The enclosed proxy statement asks for your vote on a proposal for the election of trustees for the board of PaineWebber PACE Select Advisors Trust (the "Trust"). A special meeting of the Trust will be held on August 22, 2001 to consider this proposal and to transact any other business that may properly come before the special meeting. Since shareholders of all of the portfolios that are series of the Trust (the "Portfolios") are being asked to approve the proposal for the election of trustees, most of the information that must be included in a proxy statement for your Portfolio needs to be included in a proxy statement for the other Portfolios as well. Therefore, in order to save money and to promote efficiency, one proxy statement has been prepared for all of the Portfolios. This may also save time for investors owning shares of more than one Portfolio. This proxy statement contains detailed information about the proposal, and we recommend that you read it carefully. However, we have also attached some Questions and Answers that we hope will assist you in evaluating the proposal. We have retained an outside firm that specializes in proxy solicitation to assist us with any necessary follow-up. If we have not received your vote as the meeting date approaches, you may receive a telephone call from Alamo Direct Mailing Services, Inc. to ask for your vote. We hope that their telephone call does not inconvenience you. Thank you for your attention to this matter and for your continuing investment in the Portfolios. Sincerely, [SIGNATURE] Brian M. Storms PRESIDENT A SINGLE PROXY CARD COVERING EACH OF YOUR PORTFOLIOS IS ENCLOSED ALONG WITH THE PROXY STATEMENT. PLEASE VOTE YOUR SHARES TODAY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED OR BY VOTING VIA THE INTERNET OR BY TELEPHONE. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL. QUESTIONS AND ANSWERS Q: WHAT IS THE PURPOSE OF THIS PROXY SOLICITATION? A: The purpose of this proxy is to ask you to vote to elect 12 members of the Board of Trustees (the "Board") of PaineWebber PACE Select Advisors Trust (the "Trust"), whose terms will be effective beginning September 11, 2001 or, in the event of an adjournment or adjournments of the special meeting of shareholders (the "Meeting"), such later date as shareholder approval is obtained. I. BOARD PROPOSAL Q: WHY AM I BEING ASKED TO VOTE FOR BOARD MEMBERS? A: Representatives of Brinson Advisors, Inc. ("Brinson Advisors"), the Trust's investment manager, recommended to the Board that the Trust and all other funds managed or advised by Brinson Advisors ("Brinson Advisors Funds") be governed by boards comprised of the same group of individuals. To attain the goal of having identical boards for all Brinson Advisors Funds, we need shareholder approval to add to the Trust's Board those persons who serve on the other Brinson Advisors Funds' boards. The Trust's Board agreed to submit this proposal to shareholders. Q: WHY DID THE TRUST'S BOARD APPROVE MANAGEMENT'S RECOMMENDATION? A: The Board concluded that a unified group board structure would benefit the Portfolios by creating a diverse, experienced group of board members who understand the operations of the Brinson Advisors Funds and who are exposed to the wide variety of issues that arise from having governed different types of funds. Governing the Trust with a "unified" board structure may yield cost savings and is expected to enable management, and thus the Portfolios, to operate more efficiently.
Q: IF THE BOARD PROPOSAL IS APPROVED BY SHAREHOLDERS, HOW MANY TRUSTEES WILL SIT ON THE BOARD? A: If all nominees are elected, the Trust's Board will consist of 12 individuals. Six of these persons currently serve as Trustees; six will be new to the Trust's Board but have many years of experience serving on the boards of the other Brinson Advisors Funds. Q: WILL THE PROPOSED CHANGES RESULT IN HIGHER FUND FEES? A: No. Fees charged to each Portfolio will not increase as a result of this proposal. II. GENERAL QUESTIONS Q: WHAT IS THE BOARD'S RECOMMENDATION? A: The Board recommends that all shareholders vote "FOR" the nominees for the Board. Q: HOW CAN I VOTE? A: You can vote in any one of four ways: - Through the internet by going to https://vote.proxy-direct.com; - By telephone, with a toll-free call to 1-800-597-7836; - By mail, with the enclosed proxy card; or - In person at the Meeting. We encourage you to vote over the internet or by telephone, using the voting control number that appears on your proxy card. These voting methods will save your Portfolio money. Whichever method you choose, please take the time to read the full text of the proxy statement before you vote. Q: I PLAN TO VOTE BY MAIL. HOW SHOULD I SIGN MY PROXY CARD? A: Please see the instructions at the end of the Notice of Special Meeting of Shareholders, which is attached. Q: I PLAN TO VOTE BY TELEPHONE. HOW DOES TELEPHONE VOTING WORK? A: To vote by telephone, please call toll-free 1-800-597-7836 and follow the instructions provided during your call.
2 Q: I PLAN TO VOTE THROUGH THE INTERNET. HOW DOES INTERNET VOTING WORK? A: To vote through the internet, please log on to https://vote.proxy-direct.com and follow the instructions on the internet voting site. Q: WHOM SHOULD I CALL WITH QUESTIONS? A: Please call Alamo Direct Mailing Services, Inc. toll-free at 1-866-606-0465 with any additional questions about the proxy statement or the upcoming Meeting. Q: WHY AM I RECEIVING PROXY INFORMATION ON PORTFOLIOS THAT I DO NOT OWN? A: Since shareholders of all of the Trust's Portfolios are being asked to approve the same proposal -- the election of members of the Board -- most of the information that must be included in a proxy statement for your Portfolio(s) needs to be included in a proxy statement for the other Portfolios as well. Therefore, in order to save money and to promote efficiency, one proxy statement has been prepared for all of the Portfolios.
THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT THE PROPOSAL. PLEASE READ IT CAREFULLY. 3 PAINEWEBBER PACE SELECT ADVISORS TRUST PACE MONEY MARKET INVESTMENTS PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS PACE INTERMEDIATE FIXED INCOME INVESTMENTS PACE STRATEGIC FIXED INCOME INVESTMENTS PACE MUNICIPAL FIXED INCOME INVESTMENTS PACE GLOBAL FIXED INCOME INVESTMENTS PACE LARGE COMPANY VALUE EQUITY INVESTMENTS PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS PACE INTERNATIONAL EQUITY INVESTMENTS PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS ---------------- NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 22, 2001 ---------------- TO THE SHAREHOLDERS: A special meeting of the holders of shares of beneficial interest of PACE Money Market Investments, PACE Government Securities Fixed Income Investments, PACE Intermediate Fixed Income Investments, PACE Strategic Fixed Income Investments, PACE Municipal Fixed Income Investments, PACE Global Fixed Income Investments, PACE Large Company Value Equity Investments, PACE Large Company Growth Equity Investments, PACE Small/ Medium Company Value Equity Investments, PACE Small/Medium Company Growth Equity Investments, PACE International Equity Investments and PACE International Emerging Markets Equity Investments (each, a "Portfolio" and collectively, the "Portfolios"), each a series of PaineWebber PACE Select Advisors Trust (the "Trust"), will be held at 1285 Avenue of the Americas, 14th Floor, New York, New York 10019-6028, on August 22, 2001, at 10:00 a.m. (Eastern time), for the purpose of considering the following proposals: PROPOSAL 1: To elect 12 members of the Board of Trustees of the Trust to serve indefinite terms until their successors are duly elected and qualified or until their earlier resignation or removal, whose terms will be effective beginning September 11, 2001 or, in the event of an adjournment or adjournments of the special meeting of shareholders, such later date as shareholder approval is obtained.
PROPOSAL 2: To transact such other business as may properly arise at the special meeting and any adjournments thereof.
You are entitled to vote at the special meeting, and at any adjournments thereof, with respect to each Portfolio in which you owned shares at the close of business on May 31, 2001. Please execute and return promptly in the enclosed envelope the accompanying proxy card, which is being solicited by the Board of Trustees of the Trust, 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 a written notice of revocation to the Trust or by voting in person at the meeting. This notice and related proxy material are first being mailed to shareholders of the Portfolios on or about July 16, 2001. By Order of the Board of Trustees, AMY R. DOBERMAN SECRETARY July 16, 2001 51 West 52nd Street New York, New York 10019-6114 2 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 NOMINEES FOR TRUSTEE NAMED IN THE ATTACHED PROXY STATEMENT; AND, IN THE DISCRETION OF THE PERSONS APPOINTED AS PROXIES, EITHER "FOR" OR "AGAINST" ANY OTHER BUSINESS THAT MAY PROPERLY ARISE AT THE SPECIAL MEETING OR ANY ADJOURNMENTS THEREOF. 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 that appears on your proxy card. 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 toll-free 1-800-597-7836 and vote by telephone. If you have not voted after several weeks, our proxy solicitor, Alamo Direct Mailing Services, Inc., 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. 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 to the Portfolio 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:
REGISTRATION VALID SIGNATURE ------------ --------------- Corporate Accounts (1) ABC Corp.......................... ABC Corp. John Doe, Treasurer (2) ABC Corp.......................... John Doe, Treasurer (3) ABC Corp. c/o John Doe, John Doe Treasurer........................... (4) ABC Corp. Profit Sharing Plan..... John Doe, Trustee Partnership Accounts (1) The XYZ Partnership............... Jane B. Smith, Partner (2) Smith and Jones, Limited Jane B. Smith, General Partnership......................... Partner Trust Accounts (1) ABC Trust Account................. Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d Jane B. Doe 12/28/78............................ Custodial or Estate Accounts (1) John B. Smith, Cust. f/b/o John B. John B. Smith Smith Jr. UGMA/UTMA................. (2) Estate of John B. Smith........... John B. Smith, Jr., Executor
PAINEWEBBER PACE SELECT ADVISORS TRUST PACE MONEY MARKET INVESTMENTS PACE GOVERNMENT SECURITIES FIXED INCOME INVESTMENTS PACE INTERMEDIATE FIXED INCOME INVESTMENTS PACE STRATEGIC FIXED INCOME INVESTMENTS PACE MUNICIPAL FIXED INCOME INVESTMENTS PACE GLOBAL FIXED INCOME INVESTMENTS PACE LARGE COMPANY VALUE EQUITY INVESTMENTS PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS PACE SMALL/MEDIUM COMPANY VALUE EQUITY INVESTMENTS PACE SMALL/MEDIUM COMPANY GROWTH EQUITY INVESTMENTS PACE INTERNATIONAL EQUITY INVESTMENTS PACE INTERNATIONAL EMERGING MARKETS EQUITY INVESTMENTS 51 West 52nd Street New York, New York 10019-6114 ---------------- PROXY STATEMENT --------------- SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 22, 2001 This joint proxy statement ("Proxy Statement") is being furnished to holders of shares of beneficial interest ("Shares") of PACE Money Market Investments, PACE Government Securities Fixed Income Investments, PACE Intermediate Fixed Income Investments, PACE Strategic Fixed Income Investments, PACE Municipal Fixed Income Investments, PACE Global Fixed Income Investments, PACE Large Company Value Equity Investments, PACE Large Company Growth Equity Investments, PACE Small/Medium Company Value Equity Investments, PACE Small/Medium Company Growth Equity Investments, PACE International Equity Investments and PACE International Emerging Markets Equity Investments (each, a "Portfolio" and collectively, the "Portfolios") in connection with the solicitation by the Board of Trustees (the "Board") of PaineWebber PACE Select Advisors Trust (the "Trust") of proxies to be used at the special meeting, or any adjournment or adjournments thereof, of the shareholders of the Portfolios (the "Meeting"), to be held at 1285 Avenue of the Americas, 14th Floor, New York, New York 10019-6028, on August 22, 2001, at 10:00 a.m. (Eastern time). This Proxy Statement and accompanying proxy card are first being mailed to shareholders on or about July 16, 2001. The Trust is a management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and is organized as a Delaware business trust. The Portfolios are series of the Trust. The Meeting is being held to consider and vote on the following matters, as indicated below and described more fully herein: PROPOSAL 1: To elect 12 members of the Board of Trustees of the Trust to serve indefinite terms until their successors are duly elected and qualified or until their earlier resignation or removal, whose terms will be effective beginning September 11, 2001 or, in the event of an adjournment or adjournments of the Meeting, such later date as shareholder approval is obtained. PROPOSAL 2: To transact such other business as may properly arise at the Meeting and any adjournments thereof.
Brinson Advisors, Inc. ("Brinson Advisors"), formerly known as Mitchell Hutchins Asset Management Inc., serves as the investment manager and administrator to the Trust. Brinson Advisors is also the investment advisor for PACE Money Market Investments. Each of the other Portfolios has one or more investment advisors, all of whom provide services to the applicable Portfolio under the supervision of Brinson Advisors. A listing of the investment advisor(s) for each Portfolio is set forth in Exhibit A to this Proxy Statement. Brinson Advisors is an indirect wholly owned asset management subsidiary of UBS AG ("UBS AG"). UBS AG, with headquarters in Zurich, Switzerland, is an internationally diversified organization with operations in many areas of the financial services industry. Brinson Advisors also is the principal underwriter of each Portfolio's Shares. The principal business address of Brinson Advisors is 51 West 52nd Street, New York, New York 10019-6114. The principal business address of UBS AG is Bahnhofstrasse 45, Zurich, Switzerland. VOTING INFORMATION The presence (in person or by proxy) of one-third of the Shares of the Trust outstanding and entitled to vote will constitute a quorum for the transaction of business at the Meeting. In the event that a quorum with respect to a proposal is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve a 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 adjournment will require the affirmative vote of a 2 majority of those 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 any proposal in favor of the adjournment and will vote those proxies required to be voted AGAINST any proposal against the adjournment. A shareholder vote may be taken on one or more of the proposals in this Proxy Statement prior to any such adjournment if sufficient votes have been received and it is otherwise appropriate. 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 the broker does not have discretionary voting authority. Abstentions and broker non-votes will be counted as Shares present for purposes of determining whether a quorum is present but will not be voted for or against any adjournment or proposal. Accordingly, abstentions and broker non-votes will have no effect on Proposal 1, for which the required vote is a plurality of the votes cast, but effectively will be a vote against adjournment, for which the required vote is a percentage of the Shares present in person or by proxy. The individuals named as proxies on the enclosed proxy card will vote in accordance with your direction as indicated thereon, if your proxy card is received properly executed by you or by your duly appointed agent or attorney-in-fact. If you give no voting instructions, your Shares will be voted FOR the nominees named herein for the Board; and, in the discretion of the individuals named as proxies, either FOR or AGAINST any other business that may properly arise at the Meeting. If any nominee for the Board should withdraw or otherwise become unavailable for election, your Shares will be voted in favor of such other nominee or nominees as the Trustees who are not "interested persons" of the Trust, as that term is defined in the 1940 Act (each, an "Independent Trustee"), may recommend. 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 Trust's Secretary (the "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. Shareholders of record at the close of business on May 31, 2001 (the "Record Date") are entitled to notice of, and to vote at, the Meeting. The number of Shares of each class of each Portfolio that were issued and outstanding as of the Record Date is set forth in Exhibit B to this Proxy Statement. 3 A listing of the owners of more than 5% of each class of shares of each Portfolio as of May 31, 2001 is set forth in Exhibit C to this Proxy Statement. To the knowledge of the Trust's management, the executive officers and the Trustees of the Trust, as a group, owned less than 1% of the outstanding shares of each Portfolio as of May 31, 2001. COPIES OF THE TRUST'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN MAILED TO SHAREHOLDERS. SHAREHOLDERS MAY REQUEST ADDITIONAL COPIES OF THE TRUST'S ANNUAL AND SEMI-ANNUAL REPORTS BY WRITING THE TRUST AT 51 WEST 52ND STREET, NEW YORK, NEW YORK 10019-6114, OR BY CALLING TOLL-FREE 1-866-606-0465. Each full Share outstanding is entitled to one vote and each fractional Share outstanding is entitled to a proportionate share of one vote with respect to each matter to be voted upon by the shareholders. Information about the vote necessary with respect to Proposal 1 is discussed below. PROPOSAL 1 ELECTION OF TRUSTEES DISCUSSION. Proposal 1 concerns the election of Trustees of the Trust. Management proposes the election of the 12 nominees named in the table below to comprise the entire Board. If elected, the terms of the 12 nominees will begin effective September 11, 2001 or, in the event of an adjournment or adjournments of the Meeting, such later date as shareholder approval is obtained, upon their respective acceptances of their election in writing (the "Effective Date"); until that time, the current Board will continue its term. It is anticipated that Messrs. Brian M. Storms and M. Cabell Woodward, each a current member of the Board, will resign effective the Effective Date if Proposal 1 is approved by the Trust's shareholders. Each nominee, including each person who is an Independent Trustee, has indicated a willingness to serve if elected. If elected, each nominee will hold office for an indefinite term until his or her successor is duly elected and qualified, or until he or she resigns or is otherwise removed. The nomination of these persons to serve as the Board of Trustees of the Trust reflects an overall plan to coordinate and enhance the efficiency of the governance of the Trust and of certain other investment companies that are managed, advised or sub-advised by Brinson Advisors (the "Brinson Advisors Funds"). The proposal concerning the size and composition of the Board was suggested to the Board by Brinson Advisors and reviewed by the current Independent Trustees with the advice of their counsel. The Independent Trustee nominees were nominated by the current Independent Trustees and then by the Board, along with the other nominees, at a meeting held on May 8, 4 2001. Each of the other Independent Trustee nominees already serves as an independent board member for one or more other Brinson Advisors Funds and understands the operations of the complex. Brinson Advisors recommended, and the Board agreed, that the Trust should be governed by a larger Board of Trustees composed of the same members as are expected to govern the other Brinson Advisors Funds. Presently, the Board membership of the Trust and the board membership of the other Brinson Advisors Funds are not identical. Eight persons currently serve on the Trust's Board, and nine persons currently serve on the boards of the other Brinson Advisors Funds. The boards overlap somewhat in that the same three individuals who are "interested persons" (as defined in the 1940 Act) ("Interested Trustees") currently serve on each board. If shareholders elect each of the nominees, the existing Trustees (except Messrs. Storms and Woodward, who are expected to resign) will be joined by the six independent board members of the other Brinson Advisors Funds. The boards of the other Brinson Advisors Funds have conditionally approved the expansions of their boards and the appointment of new board members so that, if the proposal to elect Trustees is approved by the Trust's shareholders, the Trust's current Independent Trustees (except Mr. Woodward who is expected to resign) would be appointed board members of each of these other funds and the boards of all of the Brinson Advisors Funds will be composed of the same members. The approval by the boards of the other Brinson Advisors Funds is conditioned on the approval by shareholders of the Trust of the proposal to elect the new Board of Trustees being proposed. In its deliberations, the Board considered various matters related to the management and long-term welfare of the Portfolios. The Board believes that coordinated governance through a unified board structure will benefit the Portfolios and the Trust. The Trust was created in connection with the establishment of the PaineWebber PACE-SM- Select Advisors Program (the "Program"). The Program is an investment advisory service pursuant to which UBS PaineWebber Inc. provides investors with personalized investment allocation recommendations. When started, the Trust had only one class of shares per Portfolio and was only offered through the Program. During the past year, the Trust adopted a multi-class structure similar to that used by many other Brinson Advisors Funds so that its Portfolios may be sold outside the Program. The structure of the Trust is now similar to most of the other long-term Brinson Advisor Funds. Therefore, the Trust shares many of the same issues in terms of distribution and marketing strategies. 5 Coordinated governance within the Brinson Advisors Funds complex also will reduce the possibility that the separate boards might arrive at conflicting or inconsistent decisions regarding the policies, strategies, operations and management of the Portfolios and the other Brinson Advisors Funds. This would help avoid costs, confusion and complexity resulting from different or conflicting decisions. The potential for inconsistency has increased now that the Portfolios are more structurally similar to several other Brinson Advisors Funds. Operating with a unified group structure eliminates the potential for these types of conflicts while preserving the insights and experience that can be contributed by individual members. Having a unified group structure would also allow management to reduce the total number of board meetings held each year across the complex. This is expected to make the governance process more efficient. Brinson Advisors expends a significant amount of time and effort preparing and coordinating materials and presentations for board meetings. In many instances, presentations need to be made more than once on identical or similar issues. Adopting a unified group structure would enable management to use time more efficiently. There may also be cost savings in avoiding duplication of effort involved in the preparation and conduct of board meetings as well as reductions in fees and expenses related to legal services. The Board concluded that a unified group structure will benefit the Portfolios by creating a diverse, experienced group of Board members who understand the operations of the Brinson Advisors Funds and are exposed to the wide variety of issues that arise from overseeing different types of funds. The Board also believes that the Portfolios and the Trust will benefit from the diversity and experience of the nominees that would comprise the expanded Board and from the experience that each nominee will gain by serving on the boards of a diverse group of funds. The nominees have had distinguished careers in government, finance, law, marketing and other areas and will bring a wide range of expertise to the Board. Ten of the 12 nominees, if elected, would be Independent Trustees. Independent Trustees are charged with special responsibilities to provide an independent check on management and to approve advisory, distribution and similar agreements between the Trust and management. They also constitute the members of the Board's Audit and Contract Review Committee. The nominees for election as Board members, their ages, a description of their principal occupations and, for the current Trustees, the year in which they were elected (for Mrs. Alexander and Messrs. Beaubien, Bewkes, Hewitt, Janklow and White) or appointed (for Messrs. Storms and Woodward) a Trustee of the Trust are listed in the table below. Unless otherwise indicated, the business address of each of the nominees is 51 West 52nd Street, New York, New York 6 10019-6114. A table indicating each nominee's ownership of Portfolio Shares is set forth in Exhibit D to this Proxy Statement.
PRESENT POSITION WITH THE TRUST AND YEAR OF APPOINTMENT; BUSINESS EXPERIENCE DURING PAST NOMINEE; AGE; ADDRESS FIVE YEARS; OTHER DIRECTORSHIPS --------------------- -------------------------------------------- Margo N. Alexander*; 54 CURRENT TRUSTEE AND NOMINEE. Mrs. Alexander has been a Trustee of the Trust since 1995 and is chairman (since March 1999) and a director of Brinson Advisors (since January 1995) and an executive vice president and a director of UBS PaineWebber Inc. ("UBS PaineWebber"+) (since March 1984). She was chief executive officer of Brinson Advi- sors from January 1995 to October 2000. Mrs. Alexander is a director or trustee of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. Richard Q. Armstrong; 66 NOMINEE. Mr. Armstrong is chairman and R.Q.A. Enterprises principal of R.Q.A. Enterprises (manage- One Old Church Road ment consulting firm) (since April 1991 and Unit #6 principal occupation since March 1995). He Greenwich, CT 06830 is also a director of AlFresh Beverages Canada, Inc. (a Canadian beverage subsidi- ary of AlFresh Foods Inc.) (since October 2000). Mr. Armstrong was chairman of the board, chief executive officer and co-owner of Adirondack Beverages (producer and dis- tributor of soft drinks and sparkling/still waters) (October 1993-March 1995). He was a partner of The New England Consulting Group (management consulting firm) (December 1992-September 1993). He was managing director of LVMH U.S. Corporation (U.S. subsidiary of the French luxury goods conglomerate, Louis Vuitton Moet Hennessey Corporation) (1987-1991) and chairman of its wine and spirits subsidiary, Schieffelin & Somerset Company (1987-1991). Mr. Armstrong is a director or trustee of 21 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor.
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PRESENT POSITION WITH THE TRUST AND YEAR OF APPOINTMENT; BUSINESS EXPERIENCE DURING PAST NOMINEE; AGE; ADDRESS FIVE YEARS; OTHER DIRECTORSHIPS --------------------- -------------------------------------------- David J. Beaubien; 66 CURRENT TRUSTEE AND NOMINEE. Mr. Beaubien 84 Doane Road has been a trustee of the Trust since 1995 Ware, MA 01082 and is chairman of Yankee Environmental Systems, Inc., a manufacturer of meteoro- logical measuring systems. Prior to January 1991, he was senior vice president of EG&G, Inc., a company which makes and provides a variety of scientific and techni- cally oriented products and services. He is also a director of IEC Electronics, Inc., a manufacturer of electronic assemblies. From 1985 to January 1995, Mr. Beaubien served as a director or trustee on the boards of the Kidder, Peabody & Co. Incorporated mutual funds. E. Garrett Bewkes, Jr.*; 74 CURRENT TRUSTEE, CHAIRMAN OF THE BOARD OF TRUSTEES AND NOMINEE. Mr. Bewkes has been a trustee of the Trust since 1995 and serves as a consultant to UBS PaineWebber (since May 1999). Prior to November 2000, he was a director of Paine Webber Group Inc. ("PW Group," formerly the holding company of UBS PaineWebber and Brinson Advisors) and prior to 1996, he was a consultant to PW Group. Prior to 1988, he was chairman of the board, president and chief executive officer of American Bakeries Company. Mr. Bewkes is a director of Interstate Bakeries Corporation. Mr. Bewkes is a director or trustee of 32 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor.
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PRESENT POSITION WITH THE TRUST AND YEAR OF APPOINTMENT; BUSINESS EXPERIENCE DURING PAST NOMINEE; AGE; ADDRESS FIVE YEARS; OTHER DIRECTORSHIPS --------------------- -------------------------------------------- Richard R. Burt; 54 NOMINEE. Mr. Burt is chairman of IEP Advi- 1275 Pennsylvania Ave., N.W. sors, LLP (international investments and Washington, D.C. 20004 consulting firm) (since March 1994) and a partner of McKinsey & Company (management consulting firm) (since 1991). He is also a director of Archer-Daniels-Midland Company (agricultural commodities), Hollinger International Company (publishing), six investment companies in the Deutsche Bank family of funds, nine investment companies in the Flag Investors family of funds, The Central European Fund, Inc. and the Germany Fund, Inc., vice chairman of Anchor Gaming (provides technology to gaming and wagering industry) (since July 1999) and chairman of Weirton Steel Corp. (makes and finishes steel products) (since April 1996). He was the chief negotiator in the Strategic Arms Reduction Talks with the former Soviet Union (1989-1991) and the U.S. Ambassador to the Federal Republic of Germany (1985-1989). Mr. Burt is a director or trustee of 21 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. Meyer Feldberg; 59 NOMINEE. Mr. Feldberg is Dean and Profes- Columbia University sor of Management of the Graduate School of 101 Uris Hall Business, Columbia University. Prior to New York, New York 10027 1989, he was president of the Illinois Institute of Technology. Dean Feldberg is also a director of Primedia Inc. (publishing), Federated Department Stores, Inc. (operator of department stores), Revlon Inc. (cosmetics) and Select Medical Inc. (healthcare services). Dean Feldberg is a director or trustee of 29 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor.
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PRESENT POSITION WITH THE TRUST AND YEAR OF APPOINTMENT; BUSINESS EXPERIENCE DURING PAST NOMINEE; AGE; ADDRESS FIVE YEARS; OTHER DIRECTORSHIPS --------------------- -------------------------------------------- George W. Gowen; 71 NOMINEE. Mr. Gowen is a partner in the law 666 Third Avenue firm of Dunnington, Bartholow & Miller. New York, New York 10017 Prior to May 1994, he was a partner in the law firm of Fryer, Ross & Gowen. Mr. Gowen is a director or trustee of 29 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. William W. Hewitt, Jr.; 72 CURRENT TRUSTEE AND NOMINEE. Mr. Hewitt is c/o Brinson Advisors, Inc. retired. Mr. Hewitt has been a Trustee of 51 West 52nd Street the Trust since 1995, and since 1988, he has New York, NY 10019-6114** served as a director or trustee on the boards of the Guardian Life Insurance Company mutual funds. From 1990 to January 1995, Mr. Hewitt served as a director or trustee on the boards of the Kidder, Peabody & Co. Incorporated mutual funds. From 1986-1988, he was an executive vice president and director of mutual funds, insurance and trust services of Shearson Lehman Brothers Inc. From 1976-1986, he was president of Merrill Lynch Funds Distribu- tor, Inc. Morton Janklow; 71 CURRENT TRUSTEE AND NOMINEE. Mr. Janklow 445 Park Avenue has been a Trustee of the Trust since 1995 New York, NY 10022 and is senior partner of Janklow & Nesbit Associates, an international literary agency representing leading authors in their rela- tionships with publishers and motion pic- ture, television and multi-media companies, and of counsel to the law firm of Janklow & Ashley.
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PRESENT POSITION WITH THE TRUST AND YEAR OF APPOINTMENT; BUSINESS EXPERIENCE DURING PAST NOMINEE; AGE; ADDRESS FIVE YEARS; OTHER DIRECTORSHIPS --------------------- -------------------------------------------- Frederic V. Malek; 64 NOMINEE. Mr. Malek is chairman of Thayer 1455 Pennsylvania Ave., N.W. Capital Partners (merchant bank) and chair- Suite 350 man of Thayer Hotel Investors III, Thayer Washington, D.C. 20004 Hotel Investors II and Lodging Opportuni- ties Fund (hotel investment partnerships). From January 1992 to November 1992, he was campaign manager of Bush-Quayle '92. From 1990 to 1992, he was vice chairman, and from 1989 to 1990 he was president, of Northwest Airlines Inc. and NWA Inc. (holding company of Northwest Airlines Inc.). Prior to 1989, he was employed by the Marriott Corporation (hotels, restaurants, airline catering and contract feeding), where he most recently was an executive vice president and president of Marriott Hotels and Resorts. Mr. Malek is also a director of Aegis Communications, Inc. (tele-services), American Management Systems, Inc. (man- agement consulting and computer related services), Automatic Data Processing, Inc. (computing services), CB Richard Ellis, Inc. (real estate services), FPL Group, Inc. (electric services), Classic Vacation Group (packaged vacations), Manor Care, Inc. (health care) and Northwest Airlines Inc. Mr. Malek is a director or trustee of 21 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor.
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PRESENT POSITION WITH THE TRUST AND YEAR OF APPOINTMENT; BUSINESS EXPERIENCE DURING PAST NOMINEE; AGE; ADDRESS FIVE YEARS; OTHER DIRECTORSHIPS --------------------- -------------------------------------------- Carl W. Schafer; 65 NOMINEE. Mr. Schafer is president of the 66 Witherspoon Street, #1100 Atlantic Foundation (charitable founda- Princeton, NJ 08542 tion). He is a director of Labor Ready, Inc. (temporary employment), Roadway Express, Inc. (trucking), The Guardian Group of Mutual Funds, The Harding, Loevner Funds, E.I.I. Realty Trust (investment company), Electronic Clearing House, Inc. (financial transactions processing), Frontier Oil Corporation and Nutraceutix, Inc. (biotechnology company). Prior to January 1993, he was chairman of the Investment Advisory Committee of the Howard Hughes Medical Institute. Mr. Schafer is a director or trustee of 21 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. Brian M. Storms*++; 46 CURRENT TRUSTEE AND PRESIDENT OF THE TRUST. Mr. Storms has been a Trustee of the Trust since 2000 and is chief executive officer (since October 2000) and president of Brin- son Advisors (since March 1999). Mr. Storms was president of Prudential Investments (1996-1999). Prior to joining Prudential Investments he was a managing director at Fidelity Investments. Mr. Storms is president and a director or trustee of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. William White; 67 CURRENT TRUSTEE AND NOMINEE. Mr. White has P.O. Box 199 been a Trustee of the Trust since 1995. Upper Black Eddy, PA 18972 Mr. White is retired. From February 1989 through March 1994, he was president of the National League of Professional Baseball Clubs. Prior to 1989, he was a television sportscaster for WPIX-TV, New York. Mr. White served on the Board of Directors of Centel from 1989 to 1993 and until recently on the Board of Directors of Jefferson Banks Incorporated, Philadelphia, PA.
12
PRESENT POSITION WITH THE TRUST AND YEAR OF APPOINTMENT; BUSINESS EXPERIENCE DURING PAST NOMINEE; AGE; ADDRESS FIVE YEARS; OTHER DIRECTORSHIPS --------------------- -------------------------------------------- M. Cabell Woodward, Jr.++; 72 CURRENT TRUSTEE. Mr. Woodward has been a 45 Manursing Way Trustee of the Trust since 1995. Mr. Wood- Rye, NY 10580 ward is retired. From July 1985 until his retirement in February 1993, Mr. Woodward was vice chairman and chief financial officer of ITT Corporation.
------------------------ + UBS PaineWebber is a service mark of UBS AG. * Indicates an Interested Trustee of the Trust by reason of his or her position with UBS PaineWebber, Brinson Advisors or another affiliate of UBS AG. ** Address for mailing purposes only. ++ Messrs. Storms and Woodward are not standing for reelection, and it is expected that each will resign from the Board effective the Effective Date. As of the date of this Proxy Statement, the Board has held four regularly scheduled meetings during the fiscal year ending July 31, 2001. One additional meeting is scheduled to be held after the date of this Proxy Statement but before the completion of the Trust's current fiscal year. As of the date of this Proxy Statement, each of the Trustees then in office attended at least 75% of the aggregate of the total number of meetings of the Board held during the period for which he or she served during the fiscal year ending July 31, 2001. During the Trust's fiscal year ended July 31, 2000, the board held six regularly scheduled and special meetings. Each of the Trustees then in office attended at least 75% of the aggregate of the total number of meetings of the Board held during the period for which he or she served. The Board has a standing Audit and Contract Review Committee consisting of Messrs. Beaubien, Hewitt, Janklow, White and Woodward, who are all of the incumbent Independent Trustees. The standing Audit and Contract Review Committee was established in May 2001. The duties of the Audit and Contract Review Committee include general audit oversight functions such as: (a) recommending to the Board the selection of an independent public accounting firm; (b) reviewing the scope of the Trust's proposed audit each year and the audit procedures to be utilized; (c) reviewing the audit and (d) discussing with management the performance of the independent auditors. The duties of the Audit and Contract Review Committee also include general contract review functions such as: (a) requesting such information as is 13 deemed relevant by the committee regarding the performance of each of the contracts and arrangements required to be reviewed and approved by the Board under the 1940 Act; (b) reviewing information and data provided by the service providers in connection with their performance and (c) making recommendations to the Board concerning the initial approval and/or continuation of each of the proposed contracts and arrangements and the reasonableness and appropriateness of the proposed fees. COMPENSATION TABLE The Trust currently pays each Board member who is not an Interested Trustee $35,000 annually and $6,250 for attending each meeting of the Board or any committee thereof. In addition, Mr. Hewitt receives $15,000 annually for serving as lead Independent Trustee and Chairman of the Audit and Contract Review Committee. Trustees are reimbursed for expenses incurred in attending meetings. Because Brinson Advisors or other entities perform substantially all of the services necessary for the operation of the Trust and the Portfolios, the Trust requires no employees. No officer, director or employee of Brinson Advisors presently receives any compensation from the Trust for acting as a trustee or officer. Since all of the Independent Trustees are expected to begin serving on additional boards if this proposal is approved, it is expected that their compensation may increase. It is anticipated that, if Proposal 1 is approved, the boards of the Trust and of the other Brinson Advisors Funds will consider the adoption of a complex-wide compensation arrangement that will allocate compensation payable by each Brinson Advisors Fund on the basis of its relative net assets. No assurance can be given, however, that a complex-wide compensation arrangement will be adopted. The table below sets forth certain information relating to the compensation of the current members of the Board who held office with the Trust during the year ended December 31, 2000 and of the nominees to the 14 Board. No fund within the UBS PaineWebber/Brinson Advisors Funds complex has a bonus, pension, profit sharing or retirement plan.
AGGREGATE COMPENSATION FROM THE UBS PAINEWEBBER/BRINSON AGGREGATE COMPENSATION ADVISORS FUNDS NAME(1) FROM THE TRUST(5) COMPLEX(6) ------- ---------------------- ----------------------- Margo N. Alexander(2)..... -0- -0- Richard Q. Armstrong(3)... -0- $108,232 David J. Beaubien......... $60,000 $ 65,000 E. Garrett Bewkes, Jr.(2).................. -0- -0- Richard R. Burt(3)........ -0- $108,232 Meyer Feldberg(3)......... -0- $173,982 George W. Gowen(3)........ -0- $173,982 William W. Hewitt......... $75,000 $ 75,000 Morton L. Janklow......... $53,750 $ 65,000 Frederic V. Malek(3)...... -0- $108,232 Carl W. Schafer(3)........ -0- $106,372 Brian M. Storms(2)(4)..... -0- -0- William D. White.......... $60,000 $ 65,000 M. Cabell Woodward, Jr.(4).................. $60,000 $ 65,000
------------------------ (1) Only Independent Trustees are compensated by the Trust or the fund complex; Trustees who are Interested Trustees do not receive compensation from the Trust or the fund complex. (2) An Interested Trustee of the Trust. (3) A nominee to the Board not currently incumbent. (4) Messrs. Storms and Woodward are not standing for reelection, and it is expected that each will resign from the Board effective the Effective Date. (5) Represents fees paid to each Trustee during the fiscal year ending July 31, 2001. During the fiscal year ending July 31, 2001, Brinson Advisors waived a portion of its management fee and subsidized certain operating expenses, including the payment of Trustees' fees, with respect to some Portfolios in order to lower the overall expenses of these Portfolios to certain designated levels. (6) Represents fees paid during the calendar year ended December 31, 2000 to each board member by: (a) 33 investment companies in the case of Messrs. Armstrong, Burt, Malek and Schafer; (b) 37 investment companies in the case of Messrs. Feldberg and Gowen; and (c) one investment company in the case of Messrs. Beaubien, Hewitt, Janklow, White and Woodward for which Brinson Advisors, UBS PaineWebber or one of their affiliates served as investment advisor. 15 REQUIRED VOTE. The nominees receiving the affirmative vote of a plurality of the votes cast for the election of Trustees of the Board at the Meeting will be elected, provided a quorum is present. All the Shares of the Trust vote together with respect to Proposal 1. THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES UNDER PROPOSAL 1. ------------------------ INFORMATION CONCERNING INDEPENDENT AUDITORS The Trust's financial statements for the fiscal year ended July 31, 2000, were audited by Ernst & Young LLP ("Ernst & Young"), independent auditors. In addition, Ernst & Young prepares the Trust's federal and state annual income tax returns and provides certain non-audit services. The Board has selected Ernst & Young as the independent auditors for the Trust for the fiscal year ending July 31, 2001. At the time the Board considered the selection of auditors for the fiscal year ending July 31, 2001, the Board was not subject to a requirement to consider whether the provision of non-audit services is compatible with maintaining Ernst & Young's independence. Ernst & Young has been the Trust's independent auditors since its inception in September 1994. Ernst & Young has informed the Trust that it has no material direct or indirect financial interest in the Trust. Representatives of Ernst & Young are not expected to be present at the Meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. AUDIT FEES. The aggregate fees billed by Ernst & Young for professional services rendered for the audit of the Trust's annual financial statements for the fiscal year ending July 31, 2001 and the review of the financial statements included in the Trust's reports to shareholders are $414,200. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no fees billed by Ernst & Young for the fiscal year ending July 31, 2001 for professional services rendered for financial information systems design and implementation services provided to the Trust, Brinson Advisors or entities that control, are controlled by or are under common control with Brinson Advisors that provide services to the Trust. ALL OTHER FEES. There were $217,600 in fees billed by Ernst & Young for the fiscal year ending July 31, 2001 for other services provided to the Trust, Brinson Advisors and entities that control, are controlled by or are under common control with Brinson Advisors that provide services to the Trust. 16 EXECUTIVE OFFICERS Officers of the Trust are appointed by the Trustees and serve at the pleasure of the Board. None of the Trust's officers currently receives any compensation from the Trust. The executive officers of the Trust, in addition to Mr. Storms (about whom information is given previously), are: THOMAS DISBROW, age 35, vice president and assistant treasurer of the Trust (appointed February 2000). Mr. Disbrow is a director and a senior manager of the mutual fund finance department of Brinson Advisors. Prior to November 1999, he was a vice president of Zweig/Glaser Advisers. Mr. Disbrow is a vice president and assistant treasurer of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. AMY R. DOBERMAN, age 39, vice president and secretary of the Trust (appointed September 2000). Ms. Doberman is an executive director and the general counsel of Brinson Advisors. From December 1996 through July 2000, she was general counsel of Aeltus Investment Management, Inc. Prior to working at Aeltus, Ms. Doberman was a Division of Investment Management Assistant Chief Counsel at the Securities and Exchange Commission. Ms. Doberman is a vice president and secretary of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. In addition, Ms. Doberman is secretary of The Brinson Funds, a group of mutual funds advised by Brinson Partners, Inc., an affiliate of Brinson Advisors (appointed May 2001). JOANNE M. KILKEARY, age 33, vice president and assistant treasurer of the Trust (appointed September 1999). Prior to September 1999, Ms. Kilkeary was a supervisor for certain investment companies for which UBS PaineWebber serves as investment advisor. Ms. Kilkeary is an associate director and a manager of the mutual fund finance department of Brinson Advisors. KEVIN J. MAHONEY, age 35, vice president and assistant treasurer of the Trust (appointed May 1999). Mr. Mahoney is a director and a senior manager of the mutual fund finance department of Brinson Advisors. From August 1996 through March 1999, he was the manager of the mutual fund internal control group of Salomon Smith Barney. Prior to August 1996, he was an associate and assistant treasurer for BlackRock Financial Management L.P. Mr. Mahoney is a vice president and assistant treasurer of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. EMIL POLITO, age 40, vice president of the Trust (appointed May 2001). Mr. Polito is an executive director of investment support and mutual fund 17 services for Brinson Advisors. From July 2000 to October 2000, he was a senior manager of investment systems of Dreyfus Corp. Prior to July 2000, Mr. Polito was a senior vice president and director of operations and control for Brinson Advisors. Mr. Polito is a vice president of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. PAUL H. SCHUBERT, age 38, vice president (appointed September 1994) and treasurer (appointed May 1997) of the Trust. Mr. Schubert is an executive director and head of the mutual fund finance department of Brinson Advisors. Mr. Schubert is a vice president and treasurer of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. In addition, Mr. Schubert is treasurer of The Brinson Funds, a group of mutual funds advised by Brinson Partners, Inc., an affiliate of Brinson Advisors (appointed May 2001). KEITH A. WELLER, age 39, vice president and assistant secretary of the Trust (appointed September 2000). Mr. Weller is a director and senior associate general counsel of Brinson Advisors and has been with that firm since June of 1995. Mr. Weller is a vice president and assistant secretary of 22 investment companies for which Brinson Advisors, UBS PaineWebber or one of their affiliates serves as investment advisor. ADDITIONAL INFORMATION The solicitation of proxies will be made primarily by mail but solicitations may also be made by telephone, telegraph, through the internet or in person by regular employees of Brinson Advisors or UBS PaineWebber, who will not receive any compensation therefor from the Trust or the Portfolios, or by Alamo Direct Mailing Services, Inc., professional proxy solicitors retained by the Trust, who will be paid approximately $163,000 in fees and expenses for their soliciting services. All costs of solicitation, including (a) printing and mailing of this Proxy Statement and accompanying material, (b) the reimbursement of brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of the Portfolios' shares, (c) payment to Alamo Direct Mailing Services, Inc. for its services in soliciting proxies and (d) supplementary solicitations to submit proxies, will be borne by the Trust. SHAREHOLDER PROPOSALS As a general matter, the Trust and the Portfolios do not hold regular annual or other meetings of shareholders. Any shareholder who wishes to submit proposals to be considered at a special meeting of the Trust's or a 18 Portfolio's shareholders should send the proposals to the Trust or to that Portfolio at 51 West 52nd Street, New York, New York 10019-6199, so as to be received a reasonable time before the proxy solicitation for that meeting is made. Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Trust's or the Portfolio's proxy materials. Inclusion of such proposals is subject to limitations under the federal securities laws. OTHER BUSINESS Management knows of no business to be presented at the Meeting other than the matters set forth in this Proxy Statement, but should any other matter requiring a vote of shareholders arise, the proxies will vote thereon according to their best judgment in the interest of the Portfolios. 19 INDEX TO EXHIBITS TO PROXY STATEMENT Exhibit A -- Investment Advisors to the Portfolios............. A-1 Exhibit B -- Issued and Outstanding Shares of Each Portfolio as of the Record Date................................ B-1 Exhibit C -- Beneficial Ownership of Greater Than 5% of Portfolio Shares.................................. C-1 Exhibit D -- Portfolio Ownership of Nominees and Current Board Members........................................... D-1
EXHIBIT A INVESTMENT ADVISORS TO THE PORTFOLIOS
PORTFOLIO INVESTMENT ADVISORS --------- ------------------- PACE Money Market Investments Brinson Advisors PACE Government Securities Fixed Pacific Investment Management Income Investments Company LLC PACE Intermediate Fixed Income Metropolitan West Asset Investments Management, LLC PACE Strategic Fixed Income Pacific Investment Management Investments Company LLC PACE Municipal Fixed Income Standish, Ayer & Wood, Inc. Investments PACE Global Fixed Income Rogge Global Partners plc and Investments Fischer Francis Trees & Watts, Inc. (and affiliates) PACE Large Company Value Equity Institutional Capital Investments Corporation, Westwood Management Corporation and SSGA Funds Management, Inc. PACE Large Company Growth Equity Alliance Capital Management L.P. Investments and SSGA Funds Management, Inc. PACE Small/Medium Company Value Ariel Capital Management, Inc. Equity Investments and ICM Asset Management, Inc. PACE Small/Medium Company Growth Delaware Management Company Equity Investments PACE International Equity Martin Currie Inc. Investments PACE International Emerging Schroder Investment Management Markets Equity Investments North America Inc.
A-1 EXHIBIT B ISSUED AND OUTSTANDING SHARES OF EACH PORTFOLIO AS OF THE RECORD DATE
PORTFOLIO NUMBER OF SHARES --------- ---------------- PACE Money Market Investments CLASS P........................................... 78,455,084.814 PACE Government Securities Fixed Income Investments CLASS A........................................... 17,580,741.579 CLASS B........................................... 1,006,820.001 CLASS C........................................... 4,576,569.141 CLASS Y........................................... 10,208,557.800 CLASS P........................................... 14,841,727.595 PACE Intermediate Fixed Income Investments CLASS A........................................... 12,938,827.148 CLASS B........................................... 1,274,792.123 CLASS C........................................... 1,596,542.146 CLASS Y........................................... 270,078.487 CLASS P........................................... 10,074,762.832 PACE Strategic Fixed Income Investments CLASS A........................................... 2,285,122.459 CLASS B........................................... 1,302,499.769 CLASS C........................................... 1,306,164.101 CLASS Y........................................... 46,750.974 CLASS P........................................... 16,356,717.677 PACE Municipal Fixed Income Investments CLASS A........................................... 14,469,177.532 CLASS B........................................... 1,223,127.771 CLASS C........................................... 2,603,017.778 CLASS Y........................................... 33,349.151 CLASS P........................................... 3,890,333.947 PACE Global Fixed Income Investments CLASS A........................................... 19,285,837.481 CLASS B........................................... 261,802.777 CLASS C........................................... 1,380,697.413 CLASS Y........................................... 474,399.750 CLASS P........................................... 8,962,955.245
B-1
PORTFOLIO NUMBER OF SHARES --------- ---------------- PACE Large Company Value Equity Investments CLASS A........................................... 26,393,129.473 CLASS B........................................... 7,810,445.406 CLASS C........................................... 4,555,410.218 CLASS Y........................................... 2,278,968.490 CLASS P........................................... 20,718,788.045 PACE Large Company Growth Equity Investments CLASS A........................................... 12,718,823.184 CLASS B........................................... 1,846,501.744 CLASS C........................................... 1,523,571.235 CLASS Y........................................... 1,810,673.013 CLASS P........................................... 19,623,306.186 PACE Small/Medium Company Value Equity Investments CLASS A........................................... 2,761,245.768 CLASS B........................................... 737,410.986 CLASS C........................................... 823,655.905 CLASS Y........................................... 100,274.163 CLASS P........................................... 13,203,098.141 PACE Small/Medium Company Growth Equity Investments CLASS A........................................... 6,714,905.314 CLASS B........................................... 1,298,961.546 CLASS C........................................... 1,040,122.688 CLASS Y........................................... 28,994.011 CLASS P........................................... 18,026,120.550 PACE International Equity Investments CLASS A........................................... 12,754,545.592 CLASS B........................................... 367,835.273 CLASS C........................................... 1,106,443.169 CLASS Y........................................... 1,695,672.902 CLASS P........................................... 15,714,728.847 PACE International Emerging Markets Equity Investments CLASS A........................................... 1,032,383.360 CLASS B........................................... 946,109.255 CLASS C........................................... 523,713.728 CLASS Y........................................... 69,198.867 CLASS P........................................... 8,201,051.829
B-2 EXHIBIT C BENEFICIAL OWNERSHIP OF GREATER THAN 5% OF PORTFOLIO SHARES
AMOUNT OF NAME OF PORTFOLIO NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT AND TITLE OF CLASS OF BENEFICIAL OWNER* AS OF MAY 31, 2001 OF CLASS -------------------------- -------------------------- -------------------- -------- PACE Government Securities Chestnut III 9,407,298.131 92.15% Fixed Income Investments Attn.: Michael W. Kanzler --Class Y c/o TY Inc. PACE Intermediate Fixed PaineWebber Cust.** 14,238.914 5.27% Income Investments -- PaineWebber CDN FBO Class Y Jerome N. Jones PaineWebber Cust.** 13,712.416 5.07% PaineWebber CDN FBO Gertrude A. Tormey PACE Strategic Fixed OBICI Foundation 1,735,128.506 10.60% Income Investments -- Attn.: William A. Class P Carpenter CHA Foundation 826,506.139 5.05% Chesapeake General Hospital PACE Strategic Fixed Anne L. Solnit Trustee** 8,253.450 17.65% Income Investments -- of the Anne L. Solnit Class Y Trust Dtd. 5/6/97 PaineWebber Cust.** 4,768.698 10.20% PaineWebber CDN FBO Jerry M. Zeigler PaineWebber Cust.** 4,524.597 9.67% PaineWebber CDN Paula S. Bradnan Carillon Beach Association 3,335.205 7.13% Reserve Account PaineWebber, Inc. FBO** 2,579.861 5.51% Phil R. Carlton Jr. Trust Mary C. Allen Trustee PACE Municipal Fixed George T. Westwood 97,440.840 7.96% Income Investments -- Trustee** Class B U/A 6/22/83
C-1
AMOUNT OF NAME OF PORTFOLIO NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT AND TITLE OF CLASS OF BENEFICIAL OWNER* AS OF MAY 31, 2001 OF CLASS -------------------------- -------------------------- -------------------- -------- Helen Polinger Trustee** 80,488.281 6.58% FBO Benjamin Polinger PACE Municipal Fixed Edith M. Buss Trustee** 7,288.499 21.85% Income Investments -- FBO Buss Family Class Y Revocable Trust U/A Dated 11/8/90 PACE Account Gilbert C. Powers & 5,644.723 16.92% Pamela M. Powers Com. Prop. Sol Shurkin 5,100.382 15.29% Harriet Charkatz JTWROS Charlsia L. Brown 1,900.119 5.69% Trustee** for Sam R. Brown Irrevocable Education & Life Insurance Trust U/A/D 2/28/1994 James C. Wiley & 1,699.411 5.09% Lynn Wiley Jt. Ten. PACE Global Fixed Income PaineWebber Cust.** 19,602.545 7.48% Investments -- Class B Jon B. Bannister PACE Global Fixed Income John M. Freese ADM** 220,126.262 15.94% Investments -- Class C e/o Dorothy M. Freese John Markham Freese** 102,268.852 7.40% Exec.e/o M. Lloyd Freese PACE Global Fixed Income Northern Trust Company as 324,857.555 69.31% Investments -- Class Y Trustee** FBO PaineWebber 401K Plan PACE Large Company Value Northern Trust Company as 2,070,825.730 91.00% Equity Investments -- Trustee** Class Y FBO PaineWebber 401K Plan #22-36025 PACE Large Company Growth Northern Trust Company as 1,792,763.485 98.86% Equity Investments -- Trustee** Class Y FBO PaineWebber 401K Plan #22-36026
C-2
AMOUNT OF NAME OF PORTFOLIO NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT AND TITLE OF CLASS OF BENEFICIAL OWNER* AS OF MAY 31, 2001 OF CLASS -------------------------- -------------------------- -------------------- -------- PACE Small/Medium Company Joyce Straus Special 6,628.506 6.61% Value Equity Investments -- Class Y PaineWebber Cust.** 5,107.027 5.09% Katrina Veerhusen PACE Small/Medium Company Gary Keithley & 1,578.037 5.44% Growth Equity Investments Arlene Keithley** -- Class Y Trustees FBO The Keithley Family Trust Dtd. 11-20-85 Walter L. Waleski Jr. 1,507.033 5.19% PACE International Equity Northern Trust Company as 1,466,409.151 88.44% Investments -- Class Y Trustee** FBO PaineWebber 401K Plan PACE International The Fletcher Jones 149,683.356 14.49% Emerging Markets Equity Foundation Investments -- Class A Attn.: John Smythe PACE International PaineWebber Cust.** 5,341.415 7.71% Emerging Markets Equity J. Darwin King Investments -- Class Y Dr. John Stumbo & Helen 3,797.647 5.48% Rhea Stumbo -- Jt. Ten. PACE Multi
------------------------------ * Each of the shareholders listed in this Exhibit may be contacted c/o Brinson Advisors, Inc., 51 West 52nd Street, New York, NY 10019-6114. ** Each Portfolio believes these entities are not the beneficial owners of shares held of record by them. C-3 EXHIBIT D PORTFOLIO OWNERSHIP OF NOMINEES AND CURRENT BOARD MEMBERS
NUMBER OF SHARES NOMINEES WHO ARE HELD AS OF STANDING FOR ELECTION PORTFOLIO MAY 31, 2001(1) --------------------- --------------------------- ---------------- Margo N. Alexander...... PACE Small/Medium Company 1,683.336 Value Equity Investments - Class A David J. Beaubien....... PACE Government Securities 972.044 Fixed Income Investments - Class P PACE Global Fixed Income 485.412 Investments - Class P PACE Large Company Value 1,538.182 Equity Investments - Class P PACE Large Company Value 1,243.886 Equity Investments - Class A PACE Large Company Growth 1,106.838 Equity Investments - Class P PACE Small/Medium Company 780.747 Value Equity Investments - Class P PACE Small/Medium Company 1,362.026 Growth Equity Investments - Class P PACE International Equity 1,180.010 Investments - Class P PACE International Emerging 751.987 Markets Equity Investments - Class P Meyer Feldberg.......... PACE Large Company Value 3,524.481 Equity Investments - Class A PACE Large Company Growth 453.056 Equity Investments - Class P
D-1
NUMBER OF SHARES NOMINEES WHO ARE HELD AS OF STANDING FOR ELECTION PORTFOLIO MAY 31, 2001(1) --------------------- --------------------------- ---------------- George W. Gowen......... PACE Municipal Fixed Income 0.002 Investments - Class A PACE Large Company Value 158.862 Equity Investments - Class A PACE Large Company Growth 228.697 Equity Investments - Class A PACE Small/Medium Company 4,427.191 Growth Equity Investments - Class A PACE International Equity 1,653.646 Investments - Class A William W. Hewitt, PACE Large Company Value 2,858.453 Jr.................... Equity Investments - Class P PACE Small/Medium Company 1,902.678 Value Equity Investments - Class P PACE International Equity 2,033.697 Investments - Class P Morton L. Janklow....... PACE Money Market 1,197.740 Investments - Class P PACE Strategic Fixed Income 159.949 Investments - Class P PACE Municipal Fixed Income 5,254.240 Investments - Class P PACE Global Fixed Income 263.558 Investments - Class P PACE Large Company Value 671.505 Equity Investments - Class P PACE Large Company Growth 783.906 Equity Investments - Class P PACE Small/Medium Company 591.958 Value Equity Investments - Class P PACE Small/Medium Company 851.024 Growth Equity Investments - Class P
D-2
NUMBER OF SHARES NOMINEES WHO ARE HELD AS OF STANDING FOR ELECTION PORTFOLIO MAY 31, 2001(1) --------------------- --------------------------- ---------------- PACE International Equity 811.475 Investments - Class P PACE International Emerging 593.997 Markets Equity Investments - Class P Frederic V. Malek....... PACE Intermediate Fixed 5,278.123 Income Investments - Class A Carl W. Schafer......... PACE Intermediate Fixed 942.816 Income Investments - Class A PACE Small/Medium Company 1,164.240 Value Equity Investments - Class A PACE International Emerging 2,432.780 Markets Investments - Class A William D. White........ PACE Money Market 605.310 Investments - Class P PACE Large Company Value 194.953 Equity Investments - Class P PACE Large Company Growth 303.105 Equity Investments - Class P PACE Small/Medium Company 842.698 Value Equity Investments - Class P PACE Small/Medium Company 937.351 Growth Equity Investments - Class P PACE International Equity 206.455 Investments - Class P PACE International Emerging 463.827 Markets Equity Investments - Class P PACE Global Fixed Income 830.557 Investments - Class A(2)
D-3
NUMBER OF SHARES CURRENT BOARD MEMBERS WHO HELD AS OF ARE NOT STANDING FOR REELECTION PORTFOLIO MAY 31, 2001(1) ------------------------------- --------------------------- ---------------- Brian M. Storms............. -0- M. Cabell Woodward, Jr...... PACE Municipal Fixed Income 1,563.865 Investments - Class P PACE Large Company Value 1,948.204 Equity Investments - Class P PACE Large Company Growth 1,838.069 Equity Investments - Class P PACE International Equity 774.952 Investments - Class P
------------------------ (1) Unless otherwise stated, as of the date indicated, each Trustee or nominee had sole voting and investment power of Shares owned. (2) Indicates Shares held in joint tenancy with spouse, with whom voting and investment power are shared. D-4 [FORM OF PROXY CARD] PROXY CARD PAINEWEBBER PACE SELECT ADVISORS TRUST PROXY CARD SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 22, 2001 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF PAINEWEBBER PACE SELECT ADVISORS TRUST (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 Trust 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 PROPOSALS. 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. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-597-7836 CONTROL NUMBER: 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 unless it is reflected in the form of registration - for example: "ABC Corp., John Doe, Treasurer." --------------------------------- Signature --------------------------------- Signature (if held jointly) --------------------------------- Date PLEASE MARK YOUR VOTE ON THE REVERSE SIDE OF THIS CARD. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW. IF YOU DO NOT MARK ANY BOXES, YOUR PROXY WILL BE VOTED FOR THE PROPOSALS. PLEASE MARK VOTES AS IN THIS EXAMPLE: /x/ PORTFOLIO 1. To elect members of the Board of Trustees of the Trust: FOR WITHHOLD FOR ALL ALL ALL EXCEPT / / / / / / ELECTION OF TRUSTEES: 01 Margo N. Alexander 02 Richard Q. Armstrong 03 David J. Beaubien 04 E. Garrett Bewkes, Jr. 05 Richard R. Burt 06 Meyer Feldberg 07 George W. Gowen 08 William W. Hewitt, Jr. 09 Morton Janklow 10 Frederic V. Malek 11 Carl W. Schafer 12 William White
To withhold authority to vote for any nominee(s) mark "For All Except" and write the nominee number(s) on the line below: ---------------------------------------- 2. To transact such other business as may properly arise at the special meeting and any adjournments thereof. [Form of Electronic Proxy Card] [internet proxy voting] PaineWebber PACE Select Advisors Trust Welcome to the PaineWebber PACE Select Advisors Trust Proxy Voting Site PACE Money Market Investments PACE Government Securities Fixed Income Investments PACE Intermediate Fixed Income Investments PACE Strategic Fixed Income Investments PACE Municipal Fixed Income Investments PACE Global Fixed Income Investments PACE Large Company Value Equity Investments PACE Large Company Growth Equity Investments PACE Small/Medium Company Value Equity Investments PACE Small/Medium Company Growth Equity Investments PACE International Equity Investments PACE International Emerging Markets Equity Investments (each a series of PaineWebber PACE Select Advisors Trust) Special Meeting of Shareholders -- To Be Held On August 22, 2001 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF PAINEWEBBER PACE SELECT ADVISORS TRUST (THE "TRUST"). I hereby appoint as proxies Robyn Green and Keith Weller and each of them (with the power of subsitution) to vote for me all shares of beneficial interest in the Trust, at the above referenced meeting and any adjournment thereof with all the power I would have if personally present. The shares represented by this proxy will be voted as instructed on the following screens. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE "FOR" THE PROPOSALS. BY SUBMITTING THIS ELECTRONIC PROXY, I ACKNOWLEDGE RECEIPT OF THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND ACCOMPANYING PROXY STATEMENT DATED JULY 16, 2001 PROXY DIRECT INTERNET VOTING PAINEWEBBER PACE SELECT ADVISORS TRUST PROXY DIRECT-TM- Back to Home / Contact Us / Security / ? Below is the list of your holdings. Text next to each holding's name indicates whether you wish to vote as the Board recommends or to submit your individual instructions. To change between BOARD RECOMMENDED and INDIVIDUAL instructions click on the name of the holding, then follow the additional instructions. Unless you click on the name of the holding and the vote of your choice, your vote will automatically be recorded on the proposal as recommended by the Board. YOU MUST CLICK VOTE NOW! BUTTON TO COMPLETE YOUR SESSION --------
LIST OF YOUR HOLDINGS >PAINEWEBBER PACE SELECT ADVISORS TRUST >VOTING INSTRUCTIONS AS RECOMMENDED BY THE BOARD CLICK ON ARROW TO MODIFY VOTING INSTRUCTIONS HELP ME... ABORT VOTE NOW! ---------- ----- -------- If you need help navigating You can quit Internet voting Once you have completed the site or experience problems at any time, however, your selection of your voting during your online session, voting instructions set up instructions and are ready this page may provide you with during this session will be to submit them for answers disregarded processing click the Vote Now! button
Back to Home / Contact Us / Security / (C) 2000 PROXY DIRECT-TM- PROXY DIRECT INTERNET VOTING PAINEWEBBER PACE SELECT ADVISORS TRUST PROXY DIRECT-TM- Back to Home / Contact Us / Security ? SHAREHOLDER: JOHN P. SAMPLE ALAMO DIRECT MAIL SERVICES, INC. 23-10 SQUARE CIRCLE LANE SOMEOLDTOWN, TS 12345-6789 ACCOUNT: ALAMO-TST01/ 738-XXXX-XXXX-569 PREVIOUS VOTE: NONE - TESTING APPS/TR SETUP PAINEWEBBER PACE SELECT ADVISORS TRUST APPLICABLE CAMPAIGN PROPOSALS | MARK ALL > FOR|AGAINST|BOARD 1.01 To elect Margo N. Alexander to the Board of Trustees /X/For / /Withhold 1.02 To elect Richard Q. Armstrong to the Board of Trustees /X/For / /Withhold 1.03 To elect David J. Beaubien to the Board of Trustees /X/For / /Withhold 1.04 To elect E. Garret Bewkes, Jr. to the Board of Trustees /X/For / /Withhold 1.05 To elect Richard R. Burt to the Board of Trustees /X/For / /Withhold 1.06 To elect Meyer Feldberg to the Board of Trustees /X/For / /Withhold 1.07 To elect George W. Gowen to the Board of Trustees /X/For / /Withhold 1.08 To elect William W. Hewitt, Jr. to the Board of Trustees /X/For / /Withhold 1.09 To elect Morton Janklow to the Board of Trustees /X/For / /Withhold 1.10 To elect Frederick V. Malek to the Board of Trustees /X/For / /Withhold 1.11 To elect Carl W. Schafer to the Board of Trustees /X/For / /Withhold 1.12 To elect William White to the Board of Trustees /X/For / /Withhold To transact such other business as may properly arise VOTING INSTRUCTIONS at the special meeting and any adjourments thereof. Answers have been marked according to the Board's recommendation. Please change responses as appropriate before submission. / / CANCEL /X/ CONTINUE ------ --------
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