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SIGNATURE CATHERINE M. VACCA
TITLE DEPUTY MANAGER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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Alliance Multi-Market Strategy Exhibit 77Q1(a)
Trust, Inc.
811-6251
Articles of Amendment and Restatement dated April 9, 1991:
Incorporated by reference to Exhibit 1(a) to Post-Effective
Amendment No. 18 to Registrant's Registration Statement on
Form N-1A, filed with the Securities and Exchange Commission
on October 31, 1997.
Articles Supplementary dated April 30, 1993: Incorporated by
reference to Exhibit 1(b) to Post-Effective Amendment No. 20
to Registrant's Registration Statement on Form N-1A, filed
with the Securities and Exchange Commission on October 30,
1998.
Articles of Transfer dated May 5, 1995 and Certificate of
Correction of Articles of Transfer dated May 15, 1995:
Incorporated by reference to Exhibit 1(c) to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on
Form N-1A, filed with the Securities and Exchange Commission
on October 30, 1998.
Articles Supplementary dated October 2, 1996: Incorporated
by reference to Exhibit 1(c) to Post-Effective Amendment No.
15 to Registrant's Registration Statement on Form N-1A,
filed with the Securities and Exchange Commission on October
31, 1996.
Articles Supplementary dated April 29, 1997: Incorporated by
reference to Exhibit 1(b) to Post-Effective Amendment No. 18
to Registrant's Registration Statement on Form N-1A, filed
with the Securities and Exchange Commission on October 31,
1997.
By-Laws: Incorporated by reference to Exhibit 2 to Post-
Effective Amendment No. 18 to Registrant's Registration
Statement on Form N-1A, filed with the Securities and
Exchange Commission on October 31, 1997.
Alliance Multi-Market Strategy Exhibit 77Q1(e)
Trust, Inc.
811-6251
Investment Advisory Agreement: Incorporated by reference to
Exhibit 5 to Post-Effective Amendment No. 18 to Registrant's
Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission on October 31, 1997.
Alliance Multi-Market Strategy Exhibit 77M
Trust, Inc.
811-6251
77M - Mergers
At the Regular Meeting of the Board of Directors of Alliance
Multi-Market Strategy Trust, Inc. ("AMMST") held on July
15, 1998, the Directors of AMMST approved a form of
Agreement and Plan of Reorganization and Liquidation (the
"Plan") between AMMST and Alliance World Income Trust,
Inc. ("AWIT") governing the proposed acquisition of the
assets of AWIT by AMMST and authorized the officers of AMMST
to take certain other actions in connection therewith. In
addition, the Directors of AMMST also authorized the
issuance of shares of common stock as contemplated in the
Plan and also made certain other determinations pursuant to
the requirements of Rule 17a-8 under the Investment Company
Act of 1940.
Subsequently, at a Special Meeting of Shareholders of AWIT
held on October 12, 1998, the shareholders of AWIT approved
the Agreement and Plan of Reorganization and Liquidation
providing for the transfer of all the assets and liabilities
of AWIT in exchange for shares of AMMST, the distribution of
such shares to shareholders of AWIT and the subsequent
dissolution of AWIT. The sale of assets took place on
October 16, 1998. AWIT has ceased to be an investment
company as defined in the Act and anticipates making the N8-
F filing shortly.
Alliance Multi-Market Strategy Exhibit 77Q1(g)
Trust, Inc.
811-6251
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as
of October 12, 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 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
Class C Shares of Multi-Market Strategy, par value $.001 per
share (the "Multi-Market Strategy Shares"), equal to that
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 of that class
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 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 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 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 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 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 June 30, 1998, there were
outstanding 14,715,065 shares of Class A Common Stock,
1,150,613 shares of Class B Common Stock and 119,373 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 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 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.
(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 June 30, 1998, there were 11,097,822
outstanding shares of common stock. All of the outstanding
shares of common stock 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
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 return 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 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.
(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 Seward & Kissel, 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, Seward & Kissel 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 Seward & Kissel
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) 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) World Income or Multi-Market Strategy will not
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 or upon distribution 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 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 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 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 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 (and of
Multi-Market Strategy's own 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 Seward & Kissel, 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 Seward & Kissel's knowledge no stop order has been
issued or threatened suspending its effectiveness; (v) to
Seward & 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.
(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 Seward & Kissel, counsel to World Income, dated
as of the Closing, addressed to and in form and substance
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, Seward & Kissel 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 Seward & Kissel 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) 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 or upon
the distribution 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 (and of Multi-
Market Strategy's own 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 Seward & Kissel, 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
requisite vote of the shareholders of World Income; and (v) to
Seward & 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
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 Multi-Market Strategy
and World Income 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 laws of the State of New York applicable to agreements
made and to be performed in New York.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
ALLIANCE MULTI-MARKET STRATEGY
TRUST, INC.
By: /s/ Edmund P. Bergan, Jr.
Edmund P. Bergan, Jr.
Secretary
ALLIANCE WORLD INCOME TRUST,
INC.
By: /s/ Edmund P. Bergan, Jr.
Edmund P. Bergan, Jr.
Secretary
Accepted and agreed to as to Section 9:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, its General Partner
By: /s/ John D. Carifa
John D. Carifa
President, Chief Operating Officer
and Director
00250.243 #34956
