ARTICLES OF TRANSFER
BETWEEN
ALLIANCE MULTI-MARKET STRATEGY TRUST, INC.
(a Maryland corporation)
and
ALLIANCE WORLD INCOME TRUST, INC.
(a Maryland corporation)
ALLIANCE WORLD INCOME TRUST, INC., a Maryland
corporation, having its principal office in the State of Maryland
in Baltimore, Maryland (which is hereinafter called the
Transferor), and ALLIANCE MULTI-MARKET STRATEGY TRUST, INC., a
Maryland corporation, having its principal office in the State of
Maryland in Baltimore, Maryland (which is hereinafter called the
Transferee), hereby certify to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Transferor agrees to sell and
transfer to the Transferee and the Transferee agrees to acquire,
substantially all of the property and assets of the Transferor.
The terms and conditions of the sale and the manner of carrying
the same into effect are more particularly set forth in these
Articles of Transfer (the Articles).
SECOND: The name of the Transferor is Alliance World
Income Trust, Inc. The Transferor is a corporation organized
under the laws of the State of Maryland with its principal office
in Baltimore, Maryland. Neither the Transferor nor the
Transferee owns any interest in land in Maryland. The name of
the Transferee is Alliance Multi-Market Strategy Trust, Inc. The
Transferee is a corporation organized under the laws of the State
of Maryland.
THIRD: The Transferee was organized as a corporation
under the laws of the State of Maryland on March 7, 1991.
FOURTH: The address of the Transferees principal place
of business is 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000 and of its principal office in Maryland is 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
FIFTH: The name and address of the Transferees
resident agent in the State of Maryland for purposes of Section
3-109 of the Maryland General Corporation Law are The Corporation
Trust Incorporated, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
00000.
SIXTH: The terms and conditions of the transaction
set forth in these Articles were advised, authorized, and
approved by the Transferor and the Transferee in the manner and
by the vote required by their respective Charters and the laws of
the State of Maryland. The manner of approval by the Transferor
and the Transferee was as follows:
(a) The Board of Directors of the Transferor, at a
special meeting duly held on July 15, 1998, adopted resolutions
which declared that the proposed transaction was advisable on
substantially the terms and conditions set forth or referred to
in the resolutions, as described in these Articles, and directed
that the proposed transaction be submitted for consideration at a
special meeting of stockholders of the Transferor.
(b) Notice which stated that a purpose of the meeting
was to act on the proposed transaction was given by the
Transferor to the stockholders of the Transferor as required by
law.
(c) At a meeting duly held on October 12, 1998, the
proposed transaction was approved by the holders of at least a
majority of the outstanding shares of the Transferor.
(d) The Board of Directors of the Transferee at a
meeting duly held on July 15, 1998, adopted resolutions which
approved the proposed transaction on substantially the terms and
conditions set forth or referred to in the resolutions, as
described in these Articles.
SEVENTH: The nature and amount of the consideration
paid, transferred or issued by the Transferee for the property
and assets of the Transferor is as follows:
The Transferee will (i) assume all liabilities of the
Transferor, and (ii) issue and deliver to the Transferor for
distribution to the holders of the full and fractional shares of
Common Stock par value $.002 per share of the Transferor (the
Transferor Shares), full and fractional shares of Class C Common
Stock par value $.001 per share of the Transferee (the Transferee
Shares) equal in number and value to the number and value of the
outstanding Transferor Shares as multiplied by the agreed upon
exchange ratio. The exchange ratio for any class of the
Transferor Shares shall be the net asset value per share of that
class of Transferor Shares divided by the net asset value per
share of the corresponding class of the Transferee Shares. The
Agreement and Plan of Reorganization and Liquidation, dated
October 12, 1998, between the Transferor and the Transferee is
attached hereto as Exhibit I.
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EIGHTH: These Articles shall be effective at 5:00
p.m., Eastern Time, on October 16, 1998.
3
IN WITNESS WHEREOF, the Transferor has caused these
Articles of Transfer to be signed in its name and on its behalf
by its President and witnessed by its Secretary as of October 15,
1998. The undersigned President of the Transferor acknowledges
in the name and on behalf of the Transferor, the foregoing
Articles of Transfer to be the corporate act of the Transferor
and states that to the best of his knowledge, information and
belief, the matters and facts set forth herein with respect to
the authorization and approval of the transaction provided for
herein by the Transferor are true in all material respects, under
the penalties of perjury.
WITNESS ALLIANCE WORLD INCOME
TRUST, INC.
/s/ Xxxxxx X. Xxxxxx, Xx. /s/ Xxxx X. Xxxxxx
__________________________ By:_______________________
Xxxxxx X. Xxxxxx, Xx. Xxxx X. Xxxxxx
Secretary President
4
IN WITNESS WHEREOF, the Transferee has caused these
Articles of Transfer to be signed in its name and on its behalf
by its President and witnessed by its Secretary as of October 15,
1998. The undersigned President of the Transferee acknowledges
in the name and on behalf of the Transferee the foregoing
Articles of Transfer to be the act of the Transferee, and states
that to the best of his knowledge, information and belief, the
matters and facts set forth herein with respect to the
authorization and approval of the transaction provided for herein
by the Transferee are true in all material respects, under the
penalties of perjury.
WITNESS ALLIANCE MULTI-MARKET STRATEGY
TRUST, INC.
/s/ Xxxxxx X. Xxxxxx, Xx. /s Xxxx X. Xxxxxx
__________________________ By:__________________________
Xxxxxx X. Xxxxxx, Xx. Xxxx X. Xxxxxx
Secretary President
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00250182.AW5
