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Exhibit No. 11
WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, NY 10019-6099
212 728 8000
Fax: 212 728 8111
November 22, 2000
PaineWebber PACE Select Advisors Trust
51 West 52nd Street
New York, New York 10019-6114
Ladies and Gentlemen:
We have acted as counsel to PACE International Emerging Markets Equity
Investments (the "Acquiring Fund"), a series of PaineWebber PACE Select Advisors
Trust, a Delaware business trust (the "Acquiring Trust"), in connection with the
proposed acquisition by the Acquiring Fund of all of the assets and stated
liabilities of PaineWebber Emerging Markets Equity Fund (the "Acquired Fund"), a
series of PaineWebber Investment Trust II, a Massachusetts business trust (the
"Acquired Trust"), in exchange for shares of the corresponding class of the
Acquiring Fund (the "Shares"), pursuant to an Agreement and Plan of
Reorganization between the Acquired Trust, on behalf of the Acquired Fund, and
the Acquiring Trust, on behalf of the Acquiring Fund (the "Plan").
We have examined the Acquiring Fund's Registration Statement on Form N-14
substantially in the form in which it is to become effective (the "Registration
Statement"), the Acquiring Trust's Certificate of Trust, Trust Instrument and
Bylaws, each as amended, restated and/or supplemented, and the Plan.
We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with originals of all documents submitted to us
as copies. We have further assumed that the Plan constitutes the legal, valid
and binding obligation of each of the Acquired Trust and the Acquired Fund,
enforceable against each of the Acquired Trust and the Acquired Fund in
accordance with its terms.
We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law, other than the
laws of the State of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules, regulations or other similar laws of any state
(including the State of Delaware) or any applicable anti-fraud statutes, rules,
regulations or other similar laws of the
New York
Washington, DC
Paris
London
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Paine Webber PACE Select Advisors Trust
November 22, 2000
Page 2
United States of America. In rendering the opinions herein, we assume that there
will be no material changes in the facts and conditions on which we base such
opinions between the date hereof and the time of issuance of Shares pursuant to
the Plan.
In rendering the opinion expressed herein based upon the laws of the State of
Delaware, we have relied solely upon the attached opinion of Richards, Layton &
Finger, P.A., special Delaware counsel to the Acquiring Trust and the Acquiring
Fund, and the opinion expressed below is subject to all of the assumptions
recited in such attached opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Acquiring Trust has been duly created and is validly existing in
good standing as a business trust under the State of Delaware, and the
Trust Instrument is effective to continue the Acquiring Fund as a
series of the Acquiring Trust under the Delaware Business Trust Act,
12 Del. C.ss.3801, et seq.
-- ---
(b) The Shares have been duly authorized under the Trust Instrument and
the By-Laws and, when issued and delivered against payment of the
consideration as set forth in the Plan, the Shares will be validly
issued and (subject to the qualifications set forth in this paragraph)
fully paid and nonassessable undivided beneficial interests in the
assets of the Acquiring Fund. The Acquired Fund, as a beneficial owner
of the Acquiring Trust, will be entitled to the same limitation of
personal liability extended to stockholders of private corporations
for profit organized under the General Corporation Law of the State of
Delaware. We note that the Acquired Fund, as a beneficial owner of the
Acquiring Trust, may be obligated, pursuant to the Trust Instrument,
to (i) pay sales charges in connection with an investment in any
series or class, and (ii) pay charges in connection with the
redemption of Shares (as defined in the Trust Instrument).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of the
Acquiring Trust and the Acquiring Fund or any distributor or dealer in
connection with the registration or qualification of the Acquiring Fund or the
Shares under the securities laws of any state or other jurisdiction.
This opinion is furnished by us as counsel to the Acquiring Trust, is solely for
the benefit of the Acquiring Trust and its Trustees and officers in connection
with the above described acquisition of assets and may not be relied upon for
any other purpose or by any other person.
Very truly yours,
/s/ Willkie Farr & Gallagher
Willkie Farr & Gallagher
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Exhibit No. 11
Richards, Layton & Finger
A Professional Association
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone (302) 658-6541
Telecopier (302) 658-6548
Website: www.rlf.com
November 22, 2000
PaineWebber PACE Select Advisors Trust
51 West 52nd Street
New York, NY 10019-6114
Re: PaineWebber PACE Select Advisors Trust and PACE International
--------------------------------------------------------------
Emerging Markets Equity Investments
-----------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for PACE International Emerging
Markets Equity Investments (the "Acquiring Fund"), a series of PaineWebber PACE
Select Advisors Trust, a Delaware business trust (the "Acquiring Trust"), in
connection with the proposed acquisition by the Acquiring Fund of all of the
assets and stated liabilities of PaineWebber Emerging Markets Equity Fund (the
"Acquired Fund"), a series of PaineWebber Investment Trust II, a Massachusetts
business trust (the "Acquired Trust"), in exchange for a corresponding class of
Shares (as defined in the Trust Instrument) in the Acquiring Fund, pursuant to a
form of Agreement and Plan of Reorganization and Termination between the
Acquired Trust (each, a "Share" and collectively, the "Shares"), on behalf of
the Acquired Fund, and the Acquiring Trust, on behalf of the Acquiring Fund (the
"Plan"). This opinion is being furnished to you pursuant to your request.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of copies of the following:
(a) The Certificate of Trust of the Acquiring Trust, dated September 9,
1994, as filed in the office of the Secretary of State of the State of Delaware
(the "Secretary of State") on September 9, 1994, as amended by the Certificate
of Amendment thereto, dated December 5, 1994, as filed in the office of the
Secretary of State on December 9, 1994, as further amended by the Certificate of
Amendment thereto, dated November 26, 1997, as filed in the office of the
Secretary of State on December 1, 1997, as further amended by the Certificate of
Amendment thereto, dated December 11, 1998, as filed in the office of the
Secretary of State on December 17, 1998 (as so amended, the "Certificate");
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PaineWebber PACE Select Advisors Trust
November 22, 2000
Page 2
(b) The Trust Instrument of the Acquiring Trust, dated as of September 9,
1994, by and among the trustees of the Acquiring Trust named therein and the
holders, from time to time, of undivided beneficial interests in the assets of
the Acquiring Trust or a series of the Acquiring Trust (the "Shareholders"), as
amended on June 9, 1995;
(c) The Amended and Restated Trust Instrument of the Acquiring Trust
(including Schedule A thereto), dated September 13, 2000 (the "Trust
Instrument"), by and among the Trustees and the Shareholders;
(d) The By-Laws of the Acquiring Trust, dated September 9, 1994, as amended
on June 9, 1995;
(e) The Amended and Restated By-Laws of the Acquiring Trust, dated
September 13, 2000 (the "By-Laws");
(f) The Plan;
(g) A certificate of the assistant secretary of the Acquiring Trust, dated
November 22, 2000, as to certain matters; and
(h) A Certificate of Good Standing for the Acquiring Trust, dated October
27, 2000, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as defined
in the Trust Instrument.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (h) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (h) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
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PaineWebber PACE Select Advisors Trust
November 22, 2000
Page 3
For purposes of this opinion, we have assumed (i) that the Trust Instrument
and the By-Laws constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation, and termination of the Acquiring Trust, and that the Trust
Instrument, the By-Laws and the Certificate are in full force and effect and
have not been amended, (ii) that any amendment or restatement of any document
reviewed by us has been accomplished in accordance with, and was permitted by,
the relevant provisions of said document prior to its amendment or restatement
from time to time, (iii) except to the extent provided in paragraph 1 below,
that each party to the documents examined by us has been duly created, formed or
organized, as the case may be, and is validly existing in good standing under
the laws of the jurisdiction governing its creation, formation or organization,
(iv) the legal capacity of each natural person who is a party to the documents
examined by us, (v) that each of the parties to the documents examined by us has
the power and authority to execute and deliver, and to perform its obligations
under, such documents, (vi) that each of the parties to the documents examined
by us has duly authorized, executed and delivered such documents, (vii) that the
Acquiring Fund has received the full consideration for the Shares acquired by
the Acquired Fund, in accordance with the Trust Instrument and the Plan, (viii)
that the Shares are issued and sold to the Acquired Fund in accordance with the
Trust Instrument and the Plan, (ix) that the Plan is a valid and binding
obligation of the parties thereto, and is enforceable against the parties
thereto, in accordance with its terms, and (x) that no certificates evidencing
the Shares have been or will be issued by the Acquiring Trust.
This opinion is limited to the laws of the State of Delaware (excluding the
securities or blue sky laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Acquiring Trust has been duly created and is validly existing in
good standing as a business trust under the laws of the State of Delaware, and
the Trust Instrument is effective to continue the Acquiring Fund as a series of
the Acquiring Trust under the Delaware Business Trust Act, 12 Del. C.ss.3801, et
------- --
seq.
---
2. The Shares have been duly authorized under the Trust Instrument and the
By-Laws and, when issued and delivered against payment of the consideration as
set forth in the Plan, the Shares will be validly issued and (subject to the
qualifications set forth in this paragraph) fully paid and nonassessable
undivided beneficial interests in the assets of the Acquiring Fund. The Acquired
Fund, as a beneficial owner of the Acquiring Trust, will be
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PaineWebber PACE Select Advisors Trust
November 22, 2000
Page 4
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Acquired Fund, as a beneficial owner
of the Acquiring Trust, may be obligated, pursuant to the Trust Instrument, to
(i) pay sales charges in connection with an investment in any Series or Class,
and (ii) pay charges in connection with the redemption of Shares (as defined in
the Trust Instrument).
We consent to your relying as to matters of Delaware law upon this opinion
in connection with the Plan. We also consent to Willkie Farr & Gallagher's
relying as to matters of Delaware law upon this opinion in connection with
opinions to be rendered by it on the date hereof pursuant to the Plan.
Additionally, we consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Acquiring Fund's Registration Statement
on Form N-14. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons or entities whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other person or entity for any
purpose.
Very truly yours,
/s/ Richards, Layton & Finger
Richards, Layton & Finger
BJK/MVP
