FORM 10f-3

FUND:  	PACE Large Company Growth Equity Investments

Record of Securities Purchased Under the Fund's Rule 10f-3
Procedures


1. Issuer:  AES Corporation

2. Date of Purchase:  5/11/00

3. Date offering commenced: 5/11/00

4. Underwriters from whom purchased: Morgan Stanley Dean Witter

5. "Affiliated Underwriter" managing or participating in syndicate:
   PaineWebber

6. Aggregate principal amount of purchase:  6,300

7. Aggregate principal amount of offering:  10,750,000

8. Purchase price (net of fees and expenses):  $74.00

9. Initial public offering price:  $

10. Commission, spread or profit:  	%       $2.31

11. Have the following conditions been satisfied? 	YES	NO
a.  The securities are part of an issue registered 	 x
    under the Securities Act of 1933 which is being
    offered to the public.

b.  The securities were purchased prior to the end 	 x
    of the first day on which any sales are made
    (or, if a rights offering, the securities were
    purchased on or before the fourth day preceding
    the day on which the offering terminated).

c.  The securities were purchased at a price not	 x
    more than the price paid by each other
    purchaser in the offering.

d.  The underwriting was a firm commitment		 x
    underwriting.

e.  The commission, spread or profit was reasonable	 x
    and fair in relation to that being received by
    others for underwriting similar securities
    during the same period.

f.  The issuer of the securities and any		 x
    predecessor have been in continuous operations
    for not less than three years.

g.  The amount of such securities purchased by all	 x
    of the investment companies advised by Mitchell
    Hutchins (or the Fund's Sub-Adviser, if
    applicable) did not exceed 25% of the principal
    amount of the offering.

h.  No Affiliated Underwriter was a direct or		 x
    indirect participant in or beneficiary of the
    sales.

Note:  Refer to the Rule 10f-3 Procedures for the
definitions of the capitalized terms above.  In
particular, "Affiliated Underwriter" is defined as
PaineWebber Group Inc. and any of its affiliates,
including PaineWebber Incorporated.  In the case
of a Fund advised by a Sub-Adviser, "Affiliated
Underwriter" shall also include any brokerage
affiliate of the Sub-Adviser.



Approved:  /s/ Mark Manley
Date:  	May 11, 2000