[S&K Draft -- 7/22/98]
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
dated as of [ ], 1998 between Alliance Multi-Market
Strategy Trust, Inc. ("Multi-Market Strategy") and Alliance World
Income Trust, Inc. ("World Income"), each, a Maryland
corporation.
In consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Shareholder Approval
A meeting of the shareholders of World Income shall be
called and held for the purpose of acting upon this Agreement and
the transactions contemplated herein. Multi-Market Strategy
shall furnish to World Income such data and information relating
to Multi-Market Strategy as shall be reasonably requested by
World Income for inclusion in the information to be furnished to
shareholders of World Income in connection with the meeting for
the purpose of acting upon this Agreement and the transactions
contemplated herein. Approval by the shareholders of World
Income of this Agreement and the transactions contemplated herein
shall, to the extent necessary to permit the consummation of the
transactions contemplated herein without violating any investment
objective, policy or restriction of World Income, be deemed to
constitute approval by the shareholders of a temporary amendment
of any investment objective, policy or restriction that would
otherwise be inconsistent with or violated upon the consummation
of such transactions solely for the purpose of consummating such
transactions.
2. Reorganization
The transactions described in this section are
hereinafter collectively referred to as the "Reorganization."
(a) Plan of Reorganization and Liquidation.
(i) World Income agrees to and will grant,
bargain, sell, convey, assign, transfer and deliver to
Multi-Market Strategy at the closing provided for in Section
2(b) (the "Closing") all of the assets, rights, claims and
businesses of every kind, character and description (whether
tangible or intangible, whether real, personal or mixed,
whether absolute, accrued, contingent or otherwise, whether
or not determinable at the time of the Closing, and wherever
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located) of World Income to the extent they exist on or
after the Closing. In consideration thereof, at the
Closing, Multi-Market Strategy agrees to and will (A) assume
and pay, to the extent that they exist on the Closing, all
liabilities of World Income and (B) deliver to World Income
the number of full and fractional shares of Class C Common
Stock of Multi-Market Strategy, par value $.001 per share
(the "Multi-Market Strategy Shares") equal in number to the
number of full and fractional shares of World Income, par
value $.002 per share (the "World Income Shares"),
determined by multiplying the number of World Income Shares
by the exchange ratio as computed as set forth below, the
product of such multiplication to be carried to the third
decimal place. The exchange ratio of World Income Shares
shall be the number determined by dividing the net asset
value per share of World Income Shares by the net asset
value per share of Class C shares of the Multi-Market
Strategy Shares. In each case such net asset values are to
be determined on a consistent basis by the appropriate
officers of World Income or Multi-Market Strategy, as the
case may be, as of the close of regular trading on the New
York Stock Exchange, Inc. (the "Exchange") next preceding
the Closing. The exchange ratio shall be carried to the
fourth decimal place.
(ii) At the Closing, World Income will
liquidate and distribute pro rata to the holders of record
of World Income Shares as of the Closing the Multi-Market
Strategy Shares received by World Income pursuant to this
Section 2(a). Such liquidation and distribution will be
accompanied by the establishment of an open account on the
share records of Multi-Market Strategy in the name of each
holder of the World Income Shares and representing the
number of Multi-Market Strategy Shares due such shareholder.
Fractional Multi-Market Strategy Shares will be carried to
the third decimal place. Simultaneously with such crediting
of the Multi-Market Strategy Shares to the shareholders, the
World Income Shares held by such shareholders shall be
canceled. Certificates representing Multi-Market Strategy
Shares will be issued in accordance with the then-current
Multi-Market Strategy prospectus; provided, however, that
any certificate representing Multi-Market Strategy Shares to
be issued in replacement of a certificate representing the
World Income Shares shall be issued only upon the surrender
of such latter certificate.
(iii) Following the Closing, World Income
will dissolve.
(b) Closing. The Closing shall occur at the later of
(i) the final adjournment of the meeting of the holders of World
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Income Shares at which this Agreement and the transactions
contemplated hereby will be considered and (ii) such later time
or times as may be agreed.
3. Articles of Incorporation; By-Laws; Board of Directors;
Officers
Multi-Market Strategy hereby covenants and agrees as
follows:
(a) Charter. The Charter of Multi-Market Strategy in
effect at the Closing shall continue to be the Charter of Multi-
Market Strategy until altered, amended or repealed as provided by
law.
(b) By-Laws. The By-laws of Multi-Market Strategy in
effect at the Closing shall continue to be the By-laws of Multi-
Market Strategy until the same shall thereafter be altered,
amended or repealed in accordance with the Articles of
Incorporation or By-laws of Multi-Market Strategy.
(c) Directors. The directors of Multi-Market Strategy
at the Closing shall continue to be the directors of Multi-Market
Strategy until they resign or their successors shall have been
elected and qualified.
(d) Officers. Subject to the provisions of the By-laws
of Multi-Market Strategy, the officers of Multi-Market Strategy
at the Closing shall continue to be the officers of Multi-Market
Strategy until they resign or their successors shall have been
elected and qualified.
(e) Vacancies. If at the Closing a vacancy shall exist
on the Board of Directors or in any of the offices of Multi-
Market Strategy, such vacancy may thereafter be filled in the
manner provided by the By-laws of Multi-Market Strategy,
consistent with the provisions of Section 16 of the Investment
Company Act of 1940, as amended (the "Act").
4. Representations, Warranties and Covenants of
Multi-Market Strategy
Multi-Market Strategy represents and warrants to, and
covenants with, World Income, as follows:
(a) Organization, Existence, Etc. Multi-Market
Strategy is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland and has the
power to carry on its business as it is now being conducted and
as described in its currently effective Registration Statement on
Form N-1A. Multi-Market Strategy is qualified to do business
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under the laws of every jurisdiction in which such qualification
is required, except where the failure to so qualify would not
have a material adverse effect on Multi-Market Strategy. Multi-
Market Strategy has all necessary federal, state and local
authorizations to own all of its properties and assets and to
carry on its business as now being conducted and as described in
its currently effective Registration Statement on Form N-1A.
(b) Registration as Investment Company. Multi-Market
Strategy is registered under the Act as an open-end investment
company of the management type; such registration has not been
revoked or rescinded and is in full force and effect.
(c) Capitalization. The authorized capital stock of
Multi-Market Strategy consists of 3,000,000,000 shares of Class A
common stock, 3,000,000,000 shares of Class B common stock and
3,000,000,000 shares of Class C Common Stock, each having a par
value $.001 per share. As of [ ], 1998, there were
outstanding [ ] shares of Class A Common Stock, [ ]
shares of Class B Common Stock and [ ] shares of Class C
Common Stock. All of the outstanding shares of common stock of
Multi-Market Strategy have been duly authorized and are validly
issued, fully paid and nonassessable. Because Multi-Market
Strategy is an open-end investment company engaged in the
continuous offering and redemption of its shares, the number of
outstanding Multi-Market Strategy Shares may change prior to the
Closing.
(d) Financial Statements. The financial statements of
Multi-Market Strategy for the year ended October 31, 1997, which
are audited, and for the six months ended April 30, 1998, which
are unaudited (the "Multi-Market Strategy Financial Statements"),
previously delivered to World Income, fairly present the
financial position of Multi-Market Strategy as of the dates
thereof and the results of its operations and changes in its net
assets for the periods indicated.
(e) Shares to be Issued Upon Reorganization. The
Multi-Market Strategy Shares to be issued in connection with the
Reorganization have been duly authorized and upon consummation of
the Reorganization will be validly issued, fully paid and
nonassessable, and no shareholder of Multi-Market Strategy has
any preemptive right to subscribe or purchase in respect thereof.
(f) Authority Relative to this Agreement. Multi-Market
Strategy has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by Multi-Market
Strategy's Board of Directors and no other action by Multi-Market
Strategy is necessary to authorize its officers to effectuate
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this Agreement and the transactions contemplated hereby. Multi-
Market Strategy is not subject to any provision of its Charter or
By-laws, nor is Multi-Market Strategy a party to or obligated
under any charter, by-law, indenture or contract provision or any
other commitment or obligation, or subject to any order or
decree, that would be violated by its executing and carrying out
this Agreement and the transactions contemplated hereby.
(g) Liabilities. There are no liabilities of Multi-
Market Strategy, whether or not determined or determinable, other
than liabilities disclosed or provided for in the Multi-Market
Strategy Financial Statements and liabilities incurred in the
ordinary course of business or otherwise previously disclosed in
writing to World Income.
(h) Litigation. To the knowledge of Multi-Market
Strategy, there are no claims, actions, suits or proceedings
pending against Multi-Market Strategy. In addition, to the
knowledge of Multi-Market Strategy, there are no claims, actions,
suits or proceedings threatened against Multi-Market Strategy
that would materially adversely affect Multi-Market Strategy or
its assets or business or which would prevent or hinder
consummation of the transactions contemplated hereby.
(i) Contracts. Except for contracts, agreements,
franchises, licenses or permits entered into or granted in the
ordinary course of its business or disclosed in its current
Registration Statement on Form N-1A filed under the Act, in each
case under which no default exists, Multi-Market Strategy is not
a party to or subject to any material contract, debt instrument,
employee benefit plan, lease, franchise, license or permit of any
kind or nature whatsoever.
(j) Taxes. The federal income tax returns of Multi-
Market Strategy have been filed for all taxable years to and
including the taxable year ended October 31, 1997 and all taxes
payable pursuant to such returns have been paid. The federal
income tax return of Multi-Market Strategy for the taxable year
ending October 31, 1998 will be filed, and any taxes payable
pursuant thereto will be paid, prior to their due date. Multi-
Market Strategy has qualified as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"),
in respect of each taxable year since the commencement of its
operations and has no reason to believe that it will not so
qualify in respect of its current fiscal year.
(k) Registration Statement. Multi-Market Strategy
shall file with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form N-14 (the
"Registration Statement") under the Securities Act of 1933 (the
"Securities Act") relating to the Multi-Market Strategy shares
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issuable hereunder. At the time it becomes effective, the
Registration Statement (i) will comply in all material respects
with the provisions of the Securities Act and the rules and
regulations of the Commission thereunder (the "Regulations") and
(ii) will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at
the time the Registration Statement becomes effective, at the
time of the shareholders' meeting referred to in Section 1 hereof
and at the Closing, the prospectus (the "Prospectus") and
statement of additional information included therein (the
"Statement of Additional Information"), as amended or
supplemented by any amendments or supplements filed with the
Commission by Multi-Market Strategy and delivered to World
Income, will not contain an untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; provided, however, that none of the
representations and warranties in this subsection (k) shall apply
to statements in or omissions from the Registration Statement,
Prospectus or Statement of Additional Information made in
reliance upon and in conformity with information furnished by
World Income for use in the Registration Statement, Prospectus or
Statement of Additional Information as provided in Section 5(k).
(l) No Material Adverse Change. Since October 31,
1997, there has been no material adverse change in the financial
condition, results of operations, business, properties or assets
of Multi-Market Strategy.
(m) Operations in the Ordinary Course. Except as
otherwise contemplated by this Agreement, Multi-Market Strategy
will conduct its business in the ordinary course.
5. Representations, Warranties and Covenants of World Income
World Income represents and warrants to, and covenants
with, Multi-Market Strategy as follows:
(a) Organization, Existence, Etc. World Income is a
corporation duly organized and validly existing under the laws of
the State of Maryland and has the power to carry on its business
as it is now being conducted and as described in its current
effective Registration Statement on Form N-1A. World Income is
qualified to do business under the laws of every jurisdiction in
which such qualification is required, except where the failure to
so qualify would not have a material adverse effect on World
Income. World Income has all necessary federal, state and local
authorizations to own all of its properties and assets and to
carry on its business as now being conducted and as described in
its current effective Registration Statement on Form N-1A.
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(b) Registration as Investment Company. World Income
is registered under the Act as an open-end investment company of
the management type; such registration has not been revoked or
rescinded and is in full force and effect.
(c) Capitalization. The authorized capital stock of
World Income consists of 3,000,000,000 shares of Common Stock,
par value $.002. As of [ ], 1998, there were [ ]
outstanding shares of Common Stock. All of the outstanding
shares of World Income have been duly authorized and are validly
issued, fully paid and nonassessable. Because World Income is an
open-end investment company engaged in the continuous offering
and redemption of its shares, the number of outstanding shares of
World Income may change prior to the Closing.
(d) Financial Statements. The financial statements of
World Income for the year ended October 31, 1997, which are
audited and for the six months ended April 30, 1998, which are
unaudited (the "World Income Financial Statements"), and were
previously delivered to Multi-Market Strategy, fairly present the
financial position of World Income as of the date thereof and the
results of its operations and changes in its net assets for the
periods indicated.
(e) Authority Relative to this Agreement. World Income
has the power to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of
World Income and, except for approval by the shareholders of
World Income, no other action by World Income is necessary to
authorize its officers to effectuate this Agreement and the
transactions contemplated hereby. World Income is not subject to
any provision of its Articles of Incorporation or its By-laws,
nor is World Income a party to or obligated under any charter,
by-law, indenture or contract provision or any other commitment
or obligation, or subject to any order or decree, that would be
violated by its executing and carrying out this Agreement and the
transactions contemplated hereby.
(f) Liabilities. There are no liabilities of World
Income, whether or not determined or determinable, other than
liabilities disclosed or provided for in the World Income
Financial Statements and liabilities incurred in the ordinary
course of business subsequent to April 30, 1998 or otherwise
previously disclosed in writing to Multi-Market Strategy.
(g) Litigation. To the knowledge of World Income there
are no claims, actions, suits or proceedings pending against
World Income. In addition, to the knowledge of World Income,
there are no claims, actions, suits or proceedings threatened
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against World Income that would materially adversely affect World
Income or its assets or business or which would prevent or hinder
consummation of the transactions contemplated hereby.
(h) Contracts. Except for contracts, agreements,
franchises, licenses or permits entered into or granted in the
ordinary course of its business, in each case under which no
default exists, World Income is not a party to or subject to any
material contract, debt instrument, employee benefit plan, lease,
franchise, license or permit of any kind or nature whatsoever.
(i) Taxes. The federal income tax returns of World
Income, previously delivered to Multi-Market Strategy, have been
filed for all taxable years to and including the taxable year
ended October 31, 1997, and all taxes payable pursuant to such
returns have been paid. The federal income tax returns of World
Income for the taxable year ending October 31, l998 will be
filed, and any taxes payable pursuant thereto will be paid, prior
to their due date. World Income has qualified as a regulated
investment company under the Code in respect of each taxable year
since the commencement of its operations and has no reason to
believe that it will not so qualify in respect of its current
fiscal year.
(j) Portfolio Securities. World Income will prepare
and deliver to Multi-Market Strategy at the Closing a Schedule of
Investments (the "Schedule") listing all the assets owned by
World Income as of the Closing. All assets to be listed on the
Schedule as of the Closing will be owned by World Income free and
clear of any liens, claims, charges, options and encumbrances,
except as indicated in the Schedule, and, except as so indicated,
none of such assets is, or after the Reorganization as
contemplated hereby, will be, subject to any restrictions, legal
or contractual, on the disposition thereof (including
restrictions as to the public offering or sale thereof under the
Securities Act) and, except as so indicated, all such assets are
or will be readily marketable.
(k) Registration Statement. In connection with the
Registration Statement, World Income will cooperate with Multi-
Market Strategy and will furnish to Multi-Market Strategy, as
reasonably requested by Multi-Market Strategy, the information
relating to World Income required by the Securities Act and the
Regulations to be set forth in the Registration Statement
(including the Prospectus and Statement of Additional
Information). At the time the Registration Statement becomes
effective, the Registration Statement, insofar as it relates to
World Income, (i) will comply in all material respects with the
provisions of the Securities Act and the Regulations and
(ii) will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
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necessary to make the statements therein not misleading; and at
the time the Registration Statement becomes effective, at the
time of the shareholders' meeting referred to in Section 1 hereof
and at the Closing, the Prospectus and Statement of Additional
Information, as amended or supplemented by any amendments or
supplements filed with the Commission by Multi-Market Strategy
and delivered to World Income, insofar as they relate to World
Income, will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the representations
and warranties in this subsection (k) shall apply only to
statements in or omissions from the Registration Statement,
Prospectus or Statement of Additional Information made in
reliance upon and in conformity with information furnished by
World Income for use in the Registration Statement, Prospectus or
Statement of Additional Information as provided in this
subsection (k).
(l) No Material Adverse Change. Since October 31, 1997
there has been no material adverse change in the financial
condition, results of operations, business, properties or assets
of World Income.
(m) Operations in the Ordinary Course. Except as
otherwise contemplated by this Agreement, World Income will
conduct its business in the ordinary course.
6. Conditions to Obligations of World Income
The obligations of World Income hereunder with respect
to the consummation of the Reorganization as it relates to World
Income are subject to the satisfaction of the following
conditions:
(a) Approval by Shareholders. This Agreement and the
transactions contemplated by the Reorganization shall have been
approved by the affirmative vote of a majority of the outstanding
shares of World Income entitled to be voted with respect thereto.
(b) Covenants, Warranties and Representations. Multi-
Market Strategy shall have complied with each of its covenants
contained herein, each of the representations and warranties of
Multi-Market Strategy contained herein shall be true in all
material respects as of the Closing, there shall have been no
material adverse change in the financial condition, results of
operations, business, properties or assets of Multi-Market
Strategy since October 31, 1997 and World Income shall have
received a certificate of the President of Multi-Market Strategy
satisfactory in form and substance to World Income so stating.
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(c) Regulatory Approval. The Registration Statement
shall have been declared effective by the Commission and no stop
order under the Securities Act pertaining thereto shall have been
issued; all necessary orders or exemptions under the Act with
respect to the transactions contemplated hereby shall have been
granted by the Commission; and all necessary approvals,
registrations, and exemptions under federal and state laws shall
have been obtained.
(d) Tax Opinion. World Income shall have received the
opinion of Xxxxxx & Xxxxxx, dated as of the Closing, addressed to
it and in form and substance satisfactory to World Income, as to
certain of the federal income tax consequences of the
Reorganization under the Code to Multi-Market Strategy, World
Income and the shareholders of World Income. For purposes of
rendering the opinion, Xxxxxx & Xxxxxx may rely exclusively and
without independent verification as to factual matters upon the
statements made in this Agreement and the Registration Statement,
and upon such other written representations as to matters of fact
as an executive officer of each of World Income and Multi-Market
Strategy will have verified as of the Closing. The opinion of
Xxxxxx & Xxxxxx will be to the effect that, based on the facts
and assumptions stated therein, for federal income tax purposes:
(i) the Reorganization will constitute a reorganization within
the meaning of section 368(a)(1)(C) of the Code and that World
Income and Multi-Market Strategy will each be "a party to a
reorganization" within the meaning of section 368(b) of the Code;
(ii) neither World Income nor Multi-Market Strategy will
recognize any gain or loss upon the transfer of all the assets of
World Income to Multi-Market Strategy in exchange for Multi-
Market Strategy Shares and the assumption by Multi-Market
Strategy of the liabilities of World Income pursuant to this
Agreement and upon distribution (whether actual or constructive)
of Multi-Market Strategy Shares to shareholders of World Income
in exchange for their World Income Shares; (iii) the shareholders
of World Income who receive Multi-Market Strategy Shares pursuant
to the Reorganization will not recognize any gain or loss upon
the exchange (whether actual or constructive) of their World
Income Shares for Multi-Market Strategy Shares (including any
fractional share interests they are deemed to have received) in
the Reorganization; (iv) the aggregate tax basis of the Multi-
Market Strategy Shares received (whether actually or
constructively) by each shareholder of World Income will be the
same as the aggregate tax basis of the World Income Shares
surrendered in the exchange; (v) the holding period of Multi-
Market Strategy Shares received (whether actually or
constructively) by each shareholder of World Income will include
the holding period of the World Income Shares that are
surrendered in exchange therefor, provided that the World Income
Shares constitute capital assets of such shareholder at the
Closing; (vi) the holding period and tax basis of the assets of
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World Income acquired by Multi-Market Strategy will be the same
as the holding period and tax basis that World Income had in such
assets immediately prior to the Reorganization; and (vii) Multi-
Market Strategy will succeed to the capital loss carryovers of
World Income, if any, pursuant to section 381 of the Code, but
the use by Multi-Market Strategy of any such capital loss
carryovers may be subject to limitation under section 383 of the
Code.
(e) Opinion of Counsel. World Income shall have
received the opinion of Xxxxxx & Xxxxxx, as counsel for Multi-
Market Strategy, dated as of the Closing, addressed to and in
form and substance satisfactory to World Income, to the effect
that: (i) Multi-Market Strategy is a corporation duly organized
and validly existing under the laws of the State of Maryland;
(ii) Multi-Market Strategy is a non-diversified, open-end
investment company of the management type registered under the
Act; (iii) this Agreement and the Reorganization provided for
herein and the execution of this Agreement have been duly
authorized and approved by requisite action of Multi-Market
Strategy, and this Agreement has been duly executed and delivered
by Multi-Market Strategy and is a valid and binding obligation of
Multi-Market Strategy, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court
decisions regarding enforcement of creditors' rights generally,
and to general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity); (iv) the Registration Statement has been declared
effective under the Securities Act and to Xxxxxx & Kissel's
knowledge no stop order has been issued or threatened suspending
its effectiveness; (v) to Xxxxxx & Kissel's knowledge, no
consent, approval, order or other authorization of any federal or
state court or administrative or regulatory agency, other than
the acceptance of Articles of Transfer by the Maryland State
Department of Assessments and Taxation, is required for Multi-
Market Strategy to enter into this Agreement or carry out its
terms that will not have been obtained by the Closing, [other
than as may be required under the securities or "blue sky" laws
of any state] and other than where the failure to obtain any such
consent, approval, order or authorization would not have a
material adverse effect on the operations of Multi-Market
Strategy; and (vi) the Class C shares of Multi-Market Strategy to
be issued in the Reorganization have been duly authorized and
upon issuance thereof in accordance with this Agreement will be
validly issued, fully paid and nonassessable, and no shareholder
of Multi-Market Strategy has any preemptive right to subscribe or
purchase in respect thereof.
(f) Non-Termination. The parties shall not have
terminated this Agreement pursuant to Section 8(c) hereof.
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(g) Further Assurances. World Income shall have
received such further assurances, including, but not limited to,
further assurances from Multi-Market Strategy or any other
person, concerning the performance of its obligations hereunder
and the consummation of the Reorganization as it shall deem
necessary, advisable or appropriate.
7. Conditions to Obligations of Multi-Market Strategy
The obligations of Multi-Market Strategy hereunder with
respect to the consummation of the Reorganization are subject to
the satisfaction of the following conditions:
(a) Approval by Shareholders. This Agreement and the
transactions contemplated by the Reorganization shall have been
approved by the affirmative vote of a majority of the outstanding
shares of World Income entitled to be voted with respect thereto.
(b) Covenants, Warranties and Representations. World
Income shall have complied with each of its covenants contained
herein. Each of the representations and warranties of World
Income contained herein shall be true in all material respects as
of the Closing, there shall have been no material adverse change
in the financial condition, results of operations, business,
properties or assets of World Income since October 31, 1997, and
Multi-Market Strategy shall have received a certificate of the
President of World Income satisfactory in form and substance to
Multi-Market Strategy so stating.
(c) Portfolio Securities. All securities and other
assets to be acquired by Multi-Market Strategy in the
Reorganization shall have been approved for acquisition by the
investment adviser of Multi-Market Strategy as consistent with
the investment policies of Multi-Market Strategy, and all such
securities and other assets on the books of World Income that are
not readily marketable shall be valued on the basis of an
evaluation acceptable to World Income and Multi-Market Strategy
at the expense of World Income.
(d) Regulatory Approval. The Registration Statement
shall have been declared effective by the Commission and no stop
order under the Securities Act pertaining thereto shall have been
issued; all necessary orders of exemption under the Act with
respect to the transactions contemplated hereby shall have been
granted by the Commission, and all necessary approvals,
registrations, and exemptions under federal and state laws shall
have been obtained.
(e) Tax Opinion. Multi-Market Strategy shall have
received the opinion of Xxxxxx & Xxxxxx, counsel to World Income,
dated as of the Closing, addressed to and in form and substance
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satisfactory to Multi-Market Strategy, as to certain of the
federal income tax consequences of the Reorganization under the
Code to Multi-Market Strategy, World Income and the shareholders
of World Income. For purposes of rendering the opinion, Xxxxxx &
Xxxxxx may rely exclusively and without independent verification
as to factual matters upon the statements made in this Agreement
and the Registration Statement, and upon such other written
representations as to matters of fact as an executive officer of
each of World Income and Multi-Market Strategy will have verified
as of the Closing. The opinion of Xxxxxx & Xxxxxx will be to the
effect that, based on the facts and assumptions stated therein,
for federal income tax purposes: (i) the Reorganization will
constitute a reorganization within the meaning of section
368(a)(1)(C) of the Code and that World Income and Multi-Market
Strategy will each be "a party to a reorganization" within the
meaning of section 368(b) of the Code; (ii) neither World Income
nor Multi-Market Strategy will recognize any gain or loss upon
the transfer of all the assets of World Income to Multi-Market
Strategy in exchange for Multi-Market Strategy Shares and the
assumption by Multi-Market Strategy of the liabilities of World
Income pursuant to this Agreement and upon the distribution
(whether actual or constructive) of Multi-Market Strategy Shares
to shareholders of World Income in exchange for their respective
World Income Shares; (iii) the holding period and tax basis of
the assets of World Income acquired by Multi-Market Strategy will
be the same as the holding period and tax basis that World Income
had in such assets immediately prior to the Reorganization; and
(iv) Multi-Market Strategy will succeed to the capital loss
carryovers of World Income, if any, pursuant to section 381 of
the Code, but the use by Multi-Market Strategy of any such
capital loss carryovers may be subject to limitation under
section 383 of the Code.
(f) Opinion of Counsel. Multi-Market Strategy shall
have received the opinion of Xxxxxx & Xxxxxx, as counsel for
World Income, dated as of the Closing, addressed to and in form
and substance satisfactory to Multi-Market Strategy, to the
effect that (i) World Income is a corporation duly organized
under the laws of the State of Maryland; (ii) World Income is a
non-diversified, open-end investment company of the management
type registered under the Act; (iii) this Agreement and the
Reorganization provided for herein and the execution of this
Agreement have been duly authorized and approved by requisite
action of World Income, and this Agreement has been duly executed
and delivered by World Income, and is a valid and binding
obligation of World Income, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court
decisions regarding enforcement of creditors' rights generally,
and to general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity); (iv) the Reorganization has been approved by the
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requisite vote of the shareholders of World Income; and (v) to
Xxxxxx & Kissel's knowledge, no consent, approval, order or other
authorization of any federal or state court or administrative or
regulatory agency, other than the acceptance of Articles of
Transfer by the Maryland State Department of Assessments and
Taxation, is required for World Income to enter into this
Agreement or carry out its terms that will not have been obtained
by the Closing other than where the failure to obtain any such
consent, approval, order or authorization would not have a
material adverse effect on the operations of World Income.
(g) Non-Termination. The parties shall not have
terminated this Agreement pursuant to Section 8(c) hereof.
(h) Further Assurances. Multi-Market Strategy shall
have received such further assurances, including, but not limited
to, further assurances from World Income or any other person,
concerning the performance of their obligations hereunder and the
consummation of the Reorganization as it shall deem necessary,
advisable or appropriate.
8. Amendments; Waivers; Termination; Survival; Cooperation
(a) Amendments. World Income and Multi-Market Strategy
may, by agreement in writing authorized by their respective
Boards of Directors, amend this Agreement at any time before or
after approval hereof by the shareholders of World Income, but
after such approval, no amendment shall be made that materially
alters the obligations of any party hereto.
(b) Waivers. At any time prior to the Closing, any
party may by written instrument signed by it (i) waive the effect
of any inaccuracies in the representations and warranties made to
it contained herein and (ii) waive compliance with any of the
covenants or conditions made for its benefit contained herein.
(c) Termination. Each party may terminate this
Agreement at any time prior to the Closing by notice to the other
party if (i) a material condition to its performance hereunder or
a material covenant of the other party contained herein shall not
be fulfilled on or before the date specified for the fulfillment
thereof or (ii) a material default or material breach of this
Agreement shall be made by the other party. This Agreement may
be terminated at any time prior to the Closing, whether before or
after approval by the shareholders of World Income, without
liability on the part of either party hereto or its respective
Board of Directors, officers or shareholders, by any party on
notice to the other party in the event that the Board of
Directors of the party giving such notice determines that
proceeding with this Agreement is not in the best interest of
that party's shareholders. Unless the parties hereto shall
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otherwise agree in writing, this Agreement shall terminate,
without liability to any party, as of the close of business on
October 31, 1999 if the Closing is not held on or prior to such
date.
(d) Survival. No representations, warranties or
covenants in or pursuant to this Agreement (including
certificates of officers) shall survive the Reorganization.
(e) Cooperation. Each of the parties hereto will
cooperate with the other in fulfilling its obligations under this
Agreement and will provide such information and documentation as
is reasonably requested by the other in carrying out the terms
hereof.
9. Expenses
Alliance Capital Management L.P., the investment adviser
to each party hereto, will bear all expenses incurred in
connection with this Agreement, and all transactions contemplated
hereby, whether or not the Reorganization is consummated;
provided, however, that World Income shall bear any cost or
expense incurred through the time of the Closing for purposes of
satisfying the conditions set forth in Section 7(c) above.
10. General
This Agreement supersedes all prior agreements between
the parties (written or oral), is intended as a complete and
exclusive statement of the terms of the Agreement between the
parties and may not be changed or terminated orally. This
Agreement may be executed in counterparts, which shall be
considered one and the same agreement, and shall become effective
when the counterparts have been executed by World Income and
Multi-Market Strategy and delivered to each of the parties
hereto. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Nothing in this
Agreement, expressed or implied, is intended to confer upon any
other person any rights or remedies under or by reason of this
Agreement. This Agreement shall be governed by and construed in
accordance with the law of the State of New York applicable to
agreements made and to be performed in New York.
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
ALLIANCE WORLD INCOME TRUST, INC.
By________________________
ALLIANCE MULTI-MARKET STRATEGY
TRUST, INC.
By________________________
Accepted and agreed to as to Section 9:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, Its General Partner
By______________________________
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00250243.AB0
