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Exhibit No. 11
[WILLKIE FARR & GALLAGHER LOGO]
787 Seventh Avenue
New York, NY 10019-6099
212-728-8000
Fax: 212-728-8111
November 30, 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 Large Company Value 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 Growth & Income Fund (the "Acquired Fund"), a series of PaineWebber
America Fund, 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 United States of America. In rendering
the opinions herein, we assume that there will be no material
New York
Washington, DC
Paris
London
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PaineWebber PACE Select Advisors Trust
November 30, 2000
Page 2
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. (S) 3801, et seq.
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(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 30, 2000
PaineWebber PACE Select Advisors Trust
51 West 52nd Street
New York, NY 10019-6114
Re: PaineWebber PACE Select Advisors Trust and PACE Large Company
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Value Equity Investments
------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for PACE Large Company Value
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 Growth and Income Fund (the "Acquired Fund"),
the sole series of PaineWebber America Fund, 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
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PaineWebber PACE Select Advisors Trust
November 30, 2000
Page 2
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");
(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 30, 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 30, 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. (S)
-------
3801, et seq.
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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
entitled to the same limitation of personal liability extended to stockholders
of private
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PaineWebber PACE Select Advisors Trust
November 30, 2000
Page 4
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
