Exhibit No. 13(c)

             PAINEWEBBER PACE SELECT ADVISORS TRUST - CLASS C SHARES

                   PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
                    UNDER THE INVESTMENT COMPANY ACT OF 1940


         WHEREAS, PaineWebber PACE Select Advisors Trust ("Fund") is registered
under the Investment Company Act of 1940, as amended ("1940 Act"), as an
open-end management investment company and currently offers separate series of
shares of beneficial interest ("Series"), which correspond to distinct
portfolios; and

         WHEREAS, the Fund has adopted a Plan of Distribution pursuant to Rule
12b-1 under the 1940 Act with respect to the Class C shares of the Series for
which the Fund's board of trustees ("Board") has established Class C shares and
desires to replace it with this amended Plan of Distribution ("Plan") with
respect to the Class C shares of the Series for which the Board has established
Class C shares and of such other Series as may hereafter be designated by the
Board and have Class C shares established; and

         WHEREAS, the Fund has entered into a Principal Underwriting Contract
("Contract") with Brinson Advisors, Inc. ("Principal Underwriter") pursuant to
which the Principal Underwriter has agreed to serve as principal underwriter of
the Class C shares of each such Series;

         NOW, THEREFORE, the Fund hereby adopts this Plan with respect to the
Class C shares of each such Series in accordance with Rule 12b-1 under the 1940
Act.

         1. A. Each Series listed below is authorized to pay to the Principal
Underwriter, as compensation for the Principal Underwriter's services as
principal underwriter of the Series' Class C shares, a distribution fee at the
rates, on an annualized basis, set forth below of the average daily net assets
of the Series' Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Board shall determine.

          PACE Government Securities Fixed Income Investments            0.50%
          PACE Intermediate Fixed Income Investments                     0.50%
          PACE Strategic Fixed Income Investments                        0.50%
          PACE Municipal Fixed Income Investments                        0.50%
          PACE Global Fixed Income Investments                           0.50%
          PACE Large Company Value Equity Investments                    0.75%
          PACE Large Company Growth Equity Investments                   0.75%
          PACE Small/Medium Company Value Equity Investments             0.75%
          PACE Small/Medium Company Growth Equity Investments            0.75%
          PACE International Equity Investments                          0.75%
          PACE International Emerging Markets Equity Investments         0.75%

            B. Any Series for which Class C shares are hereafter established is
authorized to pay to the Principal Underwriter, as compensation for the
Principal Underwriter's services as




principal underwriter of the Series Class C shares, a distribution fee in the
amount to be agreed upon in a written distribution fee addendum to this Plan
("Distribution Fee Addendum") executed by the Fund on behalf of such Series.
All such Distribution Fee Addenda shall provide that they are subject to all
terms and conditions of this Plan.

            C. Each Series is authorized to pay to the Principal Underwriter, as
compensation for the Principal Underwriter's services as principal underwriter
of the Series' Class C shares, a service fee at the rate of 0.25%, on an
annualized basis, of the average daily net assets of the Series' Class C shares.
Such fee shall be calculated and accrued daily and paid monthly or at such other
intervals as the Board shall determine.

            D. Any Series may pay a distribution or service fee to the Principal
Underwriter at a lesser rate than the fees specified above, as agreed upon by
the Board and the Principal Underwriter and as approved in the manner specified
in Paragraph 4 of this Plan.

         2. As principal underwriter of the Class C shares of each Series, the
Principal Underwriter may spend such amounts as it deems appropriate on any
activities or expenses primarily intended to result in the sale of the Class C
shares of the Series or the servicing and maintenance of shareholder accounts,
including, but not limited to, compensation to employees of the Principal
Underwriter; compensation to and expenses, including overhead and telephone and
other communication expenses, of the Principal Underwriter and other dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the printing of prospectuses, statements of additional information,
and reports for other than existing shareholders; and the preparation, printing
and distribution of sales literature and advertising materials.

         3. If adopted with respect to Class C shares of a Series after any
public offering of those shares, this Plan shall not take effect with respect to
those shares unless it has first been approved by a majority of the voting
securities of the Class C shares of that Series. This provision does not apply
to adoption as an amended Plan of Distribution where the prior Plan of
Distribution either was approved by a vote of a majority of the voting
securities of the Class C shares of the applicable Series or such approval was
not required under Rule 12b-1.

         4. This Plan shall not take effect with respect to the Class C shares
of any Series unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Board
members of the Fund who are not "interested persons" of the Fund and have no
direct or indirect financial interest in the operation of this Plan or any
agreements related thereto ("Independent Board Members"), cast in person at a
meeting (or meetings) called for the purpose of voting on such approval; and
until the Board members who approve the Plan's taking effect with respect to
such Series' Class C shares have reached the conclusion required by Rule
12b-1(e) under the 1940 Act.

         5. After approval as set forth in Paragraph 3 (if applicable) and
Paragraph 4, this Plan shall take effect and continue in full force and
effect for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in Paragraph 4.

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         6. The Principal Underwriter shall provide to the Board and the Board
shall review, at least quarterly, a written report of the amounts expended with
respect to the Class C shares of each Series by the Principal Underwriter under
this Plan and the Contract and the purposes for which such expenditures were
made. The Principal Underwriter shall submit only information regarding amounts
expended for "distribution activities," as defined in this Paragraph 6, to the
Board in support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this Paragraph 6, to the Board in support of the service fee payable hereunder.

         For purposes of this Plan, "distribution activities" shall mean any
activities in connection with the Principal Underwriter's performance of its
obligations under this Plan or the Contract that are not deemed "service
activities." "Service activities" shall mean activities in connection with the
provision by the Principal Underwriter or a dealer of personal, continuing
services to investors in the Class C shares of the Series; provided, however,
that if the National Association of Securities Dealers, Inc. ("NASD") adopts a
definition of "service fee" for purposes of Section 2830(b)(9) of the NASD
Conduct Rules that differs from the definition of "service activities"
hereunder, or if the NASD adopts a related definition intended to define the
same concept, the definition of "service activities" in this Paragraph shall be
automatically amended, without further action of the parties, to conform to such
NASD definition. Overhead and other expenses of the Principal Underwriter and a
dealer related to their "distribution activities" or "service activities,"
including telephone and other communications expenses, may be included in the
information regarding amounts expended for such activities.

         7. This Plan may be terminated with respect to the Class C shares of
any Series at any time by vote of the Board, by vote of a majority of the
Independent Board Members, or by vote of a majority of the outstanding voting
securities of the Class C shares of that Series.

         8. This Plan may not be amended to increase materially the amount of
distribution fees provided for in Paragraph 1A or Paragraph 1B hereof or the
amount of service fees provided for in Paragraph 1C hereof unless such amendment
is approved by a majority of the outstanding voting securities of the Class C
shares of the affected Series and no material amendment to the Plan shall be
made unless approved in the manner provided for initial approval in Paragraph 4
hereof.

         9. The amount of the distribution and service fees payable by any
Series to the Principal Underwriter under Paragraphs 1A, 1B and 1C hereof and
the Contract is not related directly to expenses incurred by the Principal
Underwriter on behalf of such Series in serving as principal underwriter of
the Class C shares, and Paragraph 2 hereof and the Contract do not obligate
the Series to reimburse the Principal Underwriter for such expenses. The
distribution and service fees set forth in Paragraphs 1A, 1B and 1C hereof
will be paid by the Series to the Principal Underwriter until either the Plan
or the Contract is terminated or not renewed. If either the Plan or the
Contract is terminated or not renewed with respect to the Class C shares of
any Series, any distribution expenses incurred by the Principal Underwriter
on behalf of the Class C shares of the Series in excess of payments of the
distribution and service fees specified in Paragraphs 1A, 1B and 1C hereof
and the Contract which the Principal Underwriter has received

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or accrued through the termination date are the sole responsibility and
liability of the Principal Underwriter, and are not obligations of the Series.

         10. While this Plan is in effect, the selection and nomination of the
Board members who are not interested persons of the Fund shall be committed to
the discretion of the Board members who are not interested persons of the Fund.

         11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.

         12. The Fund shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
Paragraph 6 hereof for a period of not less than six years from the date of this
Plan, the first two years in an easily accessible place.

         13. The Board members of the Fund and the shareholders of each Series
shall not be liable for any obligations of the Fund or any Series under this
Plan, and the Principal Underwriter or any other person, in asserting any rights
or claims under this Plan, shall look only to the assets and property of the
Fund or such Series in settlement of such right or claim, and not to such Board
members or shareholders.

         IN WITNESS WHEREOF, the Fund has caused this Plan of Distribution to be
executed on the day and year set forth below in New York, New York.


Date:  July 24, 2001

ATTEST:                                 PAINEWEBBER PACE SELECT ADVISORS TRUST
By:  /s/ Keith A. Weller                By: /s/ Amy R. Doberman
--------------------------------        --------------------------------------
Name:    Keith A. Weller                Name:   Amy R. Doberman
Title:   Vice President and             Title:  Vice President and Secretary
         Assistant Secretary


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