As filed with the Securities and Exchange Commission on May 18, 2000
Securities Act File No. 333-_____
Investment Company Act File No. 811-7794
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
[ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No.
(Check appropriate box or boxes)
------------------------------
MERRILL LYNCH AMERICAS INCOME FUND, INC.
(Exact Name Of Registrant As Specified In Its Charter)
------------------------------
(609) 282-2800
(Area Code And Telephone Number)
------------------------------
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Address Of Principal Executive Offices:
Number, Street, City, State, Zip Code)
------------------------------
Terry K. Glenn
Merrill Lynch Americas Income Fund, Inc.
800 Scudders Mill Road, Plainsboro, New Jersey 08536
Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011
(Name And Address Of Agent For Service)
------------------------------
Copies to:
FRANK P. BRUNO, ESQ. MICHAEL J. HENNEWINKEL, ESQ.
BROWN & WOOD LLP MERRILL LYNCH ASSET MANAGEMENT
One World Trade Center 800 Scudders Mill Road
New York, NY 10048-0557 Plainsboro, NJ 08536
------------------------------
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective under the Securities Act of
1933.
------------------------------
Title of Securities Being Registered: Common Stock, Par Value $.10 per
share.
No filing fee is required because of reliance on Section 24(f) under the
Investment Company Act of 1940, as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
WORLDWIDE DOLLARVEST FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On August 23, 2000
TO THE STOCKHOLDERS OF
WORLDWIDE DOLLARVEST FUND, INC.:
NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the
"Meeting") of Worldwide DollarVest Fund, Inc. ("Worldwide DollarVest") will be
held at the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill
Road, Plainsboro, New Jersey on August 23, 2000 at 10:00 a.m., Eastern time,
for the following purposes:
(1) To approve or disapprove an Agreement and Plan of Reorganization
(the "Agreement and Plan") providing for (i) the acquisition of
substantially all of the assets of Worldwide DollarVest by Merrill Lynch
Americas Income Fund, Inc. ("Americas Income"), and the assumption of
substantially all of the liabilities of Worldwide DollarVest by Americas
Income, in exchange solely for an equal aggregate value of newly-issued
Class A shares of common stock of Americas Income and (ii) the
distribution by Worldwide DollarVest of such Class A shares of Americas
Income to stockholders of Worldwide DollarVest. A vote in favor of this
proposal will constitute a vote in favor of the liquidation and
dissolution of Worldwide DollarVest and the termination of its
registration under the Investment Company Act of 1940, as amended;
(2) To elect a Board of Directors for Worldwide DollarVest to serve
for the ensuing year;
(3) To consider and act on a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of Worldwide
DollarVest for its current fiscal year; and
(4) To transact such other business as properly may come before the
Meeting or any adjournment thereof.
The Board of Directors of Worldwide DollarVest has fixed the close of
business on June 27, 2000 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting or any
adjournment thereof.
A complete list of the stockholders of Worldwide DollarVest entitled to
vote at the Meeting will be available and open to the examination of any
stockholder of Worldwide DollarVest for any purpose germane to the Meeting
during ordinary business hours from and after August 9, 2000 at the offices of
Worldwide DollarVest, 800 Scudders Mill Road, Plainsboro, New Jersey.
You are cordially invited to attend the Meeting. Stockholders who do not
expect to attend the Meeting in person are requested to complete, date and
sign the enclosed form of proxy and return it promptly in the envelope
provided for that purpose. If you have been provided with the opportunity on
your proxy card or voting instruction form to provide voting instructions via
telephone or the internet, please take advantage of these prompt and efficient
voting options. The enclosed proxy is being solicited on behalf of the Board
of Directors of Worldwide DollarVest.
By Order of the Board of Directors,
IRA P. SHAPIRO
Secretary
Plainsboro, New Jersey
Dated: , 2000
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not use this prospectus to sell securities until the registration statement
containing this prospectus, which has been filed with the Securities and
Exchange Commission, is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROXY STATEMENT AND PROSPECTUS DATED MAY 18, 2000
WORLDWIDE DOLLARVEST FUND, INC.
MERRILL LYNCH AMERICAS INCOME FUND, INC.
P.O. Box 9011, Princeton, New Jersey 08543-9011
(609) 282-2800
ANNUAL MEETING OF STOCKHOLDERS OF
WORLDWIDE DOLLARVEST FUND, INC.
AUGUST 23, 2000
This Proxy Statement and Prospectus is being sent to you because you are
a stockholder of Worldwide DollarVest Fund, Inc. ("Worldwide DollarVest"), a
Maryland corporation. An Annual Meeting of the stockholders of Worldwide
DollarVest will be held on August 23, 2000 to consider several items that are
listed below and discussed in greater detail elsewhere in the Proxy Statement
and Prospectus. The Board of Directors of Worldwide DollarVest is requesting
its stockholders to submit a proxy to be used at the Annual Meeting to vote
the shares held by the stockholder submitting the proxy.
The proposals to be considered at the Annual Meeting are:
1. To approve or disapprove an Agreement and Plan of Reorganization
between Worldwide DollarVest and Merrill Lynch Americas Income Fund,
Inc. ("Americas Income");
2. To elect a Board of Directors for Worldwide DollarVest;
3. To ratify the selection of Deloitte & Touche LLP as independent
auditors of Worldwide DollarVest; and
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Agreement and Plan of Reorganization that you are being asked to
consider involves a transaction whereby Americas Income will acquire
substantially all the assets and assume substantially all of the liabilities
of Worldwide DollarVest in exchange for Class A shares of common stock of
Americas Income, which will then be distributed to the stockholders of
Worldwide DollarVest. This transaction is referred to in this Proxy Statement
and Prospectus as the "Reorganization." After completion of the
Reorganization, Worldwide DollarVest will terminate its registration under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
will dissolve in accordance with the laws of the State of Maryland.
The Reorganization is contingent upon the approval by stockholders of
Americas Income of a proposal to amend the investment objective and policies
of Americas Income. As proposed to be amended, the investment objective of
Americas Income will be to provide a high level of current income by investing
in debt obligations of issuers located in emerging market countries, with a
secondary objective of capital appreciation. Although it is intended that
Americas Income will amend its investment objective and policies and change
its name to Merrill Lynch Emerging Markets Debt Fund, Inc. prior to the
Reorganization, this Proxy Statement refers to the proposed acquiring fund as
Americas Income.
The current prospectus relating to Americas Income, dated March 30, 2000,
as supplemented (the "Americas Income Prospectus"), accompanies this Proxy
Statement and Prospectus and is incorporated herein by reference. The Annual
Report to Stockholders of Americas Income for the year ended December 31, 1999
also accompanies this Proxy Statement and Prospectus.
-------------------
The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this Proxy Statement and
Prospectus. Any representation to the contrary is a criminal offense.
-------------------
This Proxy Statement and Prospectus sets forth concisely the information
about Americas Income that a stockholder of Worldwide DollarVest should know
before considering the Reorganization and should be retained for future
reference. Worldwide DollarVest has authorized the solicitation of proxies in
connection with the Reorganization solely on the basis of this Proxy Statement
and Prospectus and the accompanying documents.
-------------------
The date of this Proxy Statement and Prospectus is , 2000
<PAGE>
A statement of additional information relating to the Reorganization (the
"Statement of Additional Information") is on file with the Securities and
Exchange Commission (the "Commission"). It is available from Americas Income
without charge, upon request by calling 1-800-456-4587, ext. 123 or by writing
Americas Income at its principal executive offices. The Statement of
Additional Information, dated , 2000, is incorporated by reference
into this Proxy Statement and Prospectus. The Commission maintains a web site
(http://www.sec.gov) that contains the Statement of Additional Information,
other material incorporated herein by reference and other information
regarding the Funds.
The address of the principal executive offices of both Worldwide
DollarVest and Americas Income is 800 Scudders Mill Road, Plainsboro, New
Jersey 08536, and the telephone number is (609) 282-2800.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
INTRODUCTION.................................................................................................1
ITEM 1. THE REORGANIZATION................................................................................2
SUMMARY......................................................................................................2
The Reorganization...........................................................................................2
RISK FACTORS AND SPECIAL CONSIDERATIONS......................................................................9
COMPARISON OF THE FUNDS.....................................................................................11
Financial Highlights........................................................................................11
Differences Between Open-End and Closed-End Investment Companies............................................13
Alternatives to the Reorganization..........................................................................16
Information About Americas Income...........................................................................16
Information About Worldwide DollarVest......................................................................17
Investment Restrictions.....................................................................................17
Management..................................................................................................18
Purchase of Shares..........................................................................................19
Redemption of Shares........................................................................................19
Performance.................................................................................................19
Stockholder Rights..........................................................................................20
Dividends...................................................................................................20
Automatic Dividend Reinvestment Plan........................................................................21
Tax Information.............................................................................................21
Portfolio Transactions......................................................................................21
Portfolio Turnover..........................................................................................21
Additional Information......................................................................................21
THE REORGANIZATION..........................................................................................22
General.....................................................................................................22
Procedure...................................................................................................23
Terms of the Agreement and Plan.............................................................................23
Potential Benefits to Stockholders as a Result of the Reorganization........................................24
Tax Consequences of the Reorganization......................................................................25
Capitalization..............................................................................................26
ITEM 2. ELECTION OF DIRECTORS............................................................................27
Committee and Board Meetings................................................................................29
Compliance with Section 16(a) of the Securities Exchange Act of 1934........................................29
Interested Persons..........................................................................................30
Compensation of Directors...................................................................................30
ITEM 3. SELECTION OF INDEPENDENT AUDITORS................................................................31
INFORMATION CONCERNING THE ANNUAL MEETING...................................................................32
Date, Time and Place of Meeting.............................................................................32
Solicitation, Revocation and Use of Proxies.................................................................32
Record Date and Outstanding Shares..........................................................................32
Security Ownership of Certain Beneficial Owners and Management of Worldwide DollarVest and
Americas Income.........................................................................................32
Voting Rights and Required Vote.............................................................................32
ADDITIONAL INFORMATION......................................................................................33
LEGAL PROCEEDINGS...........................................................................................34
LEGAL OPINIONS..............................................................................................34
EXPERTS.....................................................................................................34
STOCKHOLDER PROPOSALS.......................................................................................34
EXHIBIT I agreement and plan of reorganization.............................................................I-1
</TABLE>
<PAGE>
INTRODUCTION
This Proxy Statement and Prospectus is furnished in connection with
the solicitation of proxies on behalf of the Board of Directors of Worldwide
DollarVest for use at an annual meeting of stockholders of Worldwide
DollarVest (the "Meeting") to be held at the offices of Merrill Lynch Asset
Management ("MLAM"), 800 Scudders Mill Road, Plainsboro, New Jersey on August
23, 2000, at 10:00 a.m., Eastern time. The mailing address for Worldwide
DollarVest is P.O. Box 9011, Princeton, New Jersey 08543-9011. The approximate
mailing date of this Proxy Statement and Prospectus is July __, 2000.
Any person giving a proxy may revoke it at any time prior to its
exercise by executing a superseding proxy, by giving written notice of the
revocation to the Secretary of Worldwide DollarVest at the address indicated
above or by voting in person at the Meeting. All properly executed proxies
received prior to the Meeting will be voted at the Meeting in accordance with
the instructions marked thereon or otherwise as provided therein. Unless
instructions to the contrary are marked, properly executed proxies will be
voted "FOR" each of the following items: (1) to approve the Agreement and Plan
of Reorganization between Americas Income and Worldwide DollarVest (the
"Agreement and Plan"); (2) to elect a Board of Directors of Worldwide
DollarVest to serve for the ensuing year; and (3) to ratify the selection of
independent auditors for Worldwide DollarVest for its current fiscal year.
With respect to Item 1, assuming a quorum is present at the Meeting,
approval of the Agreement and Plan will require the affirmative vote of a
majority of the outstanding shares of Worldwide DollarVest. With respect to
Item 2, assuming a quorum is present at the Meeting, election of the Directors
of Worldwide DollarVest will require the affirmative vote of a plurality of
the votes cast by the holders of shares of Worldwide DollarVest's common stock
represented at the Meeting and entitled to vote. A "plurality of the votes
cast" means that the candidates must receive more votes than any other
candidates for the same positions, but not necessarily a majority of votes
cast. With respect to Item 3, assuming a quorum is present at the Meetings,
approval of the ratification of the selection of independent auditors of
Worldwide DollarVest will require the affirmative vote of a majority of the
votes cast by the holders of shares of common stock of Worldwide DollarVest
represented at the Meeting in person or by proxy, and entitled to vote.
Only holders of record of shares of Worldwide DollarVest at the close
of business on June 27, 2000 (the "Record Date") are entitled to notice of and
to vote at the Meeting or any adjournment thereof. At the close of business on
the Record Date, there were shares of Worldwide DollarVest common stock
issued and outstanding and entitled to vote.
The Board of Directors of Worldwide DollarVest knows of no business
other than that discussed above that will be presented for consideration at
the Meeting. If any other matter is properly presented, it is the intention of
the persons named in the enclosed proxy to vote in accordance with their best
judgment.
This Proxy Statement and Prospectus serves as a prospectus of
Americas Income under the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the issuance of shares of Americas Income to
Worldwide DollarVest pursuant to the terms of the Agreement and Plan.
Merrill Lynch Asset Management, L.P. ("MLAM") acts as the investment
adviser to Americas Income, and Fund Asset Management, L.P. ("FAM") acts as
investment adviser to Worldwide DollarVest. MLAM and FAM sometimes are
referred to herein collectively as the "Advisers" and individually as an
"Adviser" as the context requires.
<PAGE>
ITEM 1. THE REORGANIZATION
SUMMARY
The following is a summary of certain information contained elsewhere
in this Proxy Statement and Prospectus (including documents incorporated by
reference) and is qualified in its entirety by reference to the more complete
information contained in this Proxy Statement and Prospectus and in the
Agreement and Plan, attached hereto as Exhibit I.
In this Proxy Statement and Prospectus, the term "Reorganization"
refers collectively to (i) the acquisition of substantially all of the assets
and the assumption of substantially all of the liabilities of Worldwide
DollarVest by Americas Income in exchange for the Corresponding Shares (as
defined below) and the subsequent distribution of Corresponding Shares to the
stockholders of Worldwide DollarVest; and (ii) the subsequent deregistration
and dissolution of Worldwide DollarVest.
The Reorganization
At a meeting of the Board of Directors of Worldwide DollarVest held
on April 26, 2000, the Board of Directors approved a proposal that Americas
Income, an open-end investment company, acquire substantially all of the
assets, and assume substantially all of the liabilities, of Worldwide
DollarVest in exchange solely for Class A shares of common stock of Americas
Income to be distributed to the stockholders of Worldwide DollarVest (the
"Corresponding Shares").
Based upon their evaluation of all relevant information, the Board of
Directors of Worldwide DollarVest has determined that the Reorganization will
potentially benefit the stockholders of Worldwide DollarVest. Specifically,
the Directors considered that after the Reorganization, Worldwide DollarVest
stockholders will remain invested in a non-diversified investment company that
seeks a high level of current income. Worldwide DollarVest is a closed-end
investment company. If the Reorganization takes place, stockholders of
Worldwide DollarVest will be invested in an open-end investment company with a
substantially larger net asset value. As part of a larger fund following the
Reorganization, Worldwide DollarVest stockholders are likely to benefit from
reduced overall operating expenses per share on a pro forma basis as a result
of certain economies of scale expected after the Reorganization. The Board
also considered the relative tax positions of the Funds' portfolios. See
"Summary--Pro Forma Fee Tables" and "The Reorganization--Potential Benefits to
Stockholders as a Result of the Reorganization."
Since the Corresponding Shares of Americas Income will be issued at
net asset value and the shares of Worldwide DollarVest will be valued at net
asset value for the purposes of the exchange by the stockholders of Worldwide
DollarVest of such shares for the Corresponding Shares, the holders of shares
of Worldwide DollarVest will not be diluted as a result of the Reorganization.
However, as a result of the Reorganization, a stockholder of Worldwide
DollarVest or Americas Income would hold a reduced percentage of ownership in
the Combined Fund than he or she did in Worldwide DollarVest or Americas
Income prior to the Reorganization.
The Reorganization is contingent upon receipt of the approval of the
stockholders of Americas Income of certain proposed amendments to the
investment objective and policies of Americas Income.
If all of the requisite approvals of the Reorganization are obtained,
and if the stockholders of Americas Income approve the proposal to amend the
investment objective and policies of Americas Income, it is anticipated that
the Reorganization will occur as soon as practicable after such approvals,
provided that Worldwide DollarVest and Americas Income have obtained prior to
that time either (a) a favorable private letter ruling from the Internal
Revenue Service (the "IRS") or (b) an opinion of counsel concerning the tax
consequences of the Reorganization as set forth in the Agreement and Plan. The
Agreement and Plan may be terminated, and the Reorganization abandoned,
whether before or after approval by the stockholders of Worldwide DollarVest,
at any time prior to the Exchange Date (as defined below), (i) by mutual
consent of the Board of Directors of Worldwide DollarVest and the Board of
Directors of Americas Income; (ii) by the Board of Directors of Worldwide
DollarVest if any condition to Worldwide DollarVest's obligations has not been
fulfilled or waived by such Board; or (iii) by the Board of Directors of
Americas Income if any condition to Americas Income's obligations has not been
fulfilled or waived by such Board.
<PAGE>
Pro Forma Fee Tables
The tables below provide information about the fees and expenses
attributable to shares of each Fund and, assuming the Reorganization takes
place, the estimated annualized fees and expenses attributable to shares of
the Combined Fund.
<TABLE>
<CAPTION>
Actual and Pro Forma Fee Table for Stockholders of Worldwide DollarVest, Class A
Stockholders of Americas Income and Class A Stockholders of the Combined Fund*
as of February 29, 2000 (unaudited)
Actual
----------------------------------- Combined
Worldwide Americas Income Fund
DollarVest Class A Class A*
------------- ---------------- --------
<S> <C> <C> <C>
Stockholders Fees
(fees paid directly from your investment) (a):
Maximum Sales Charge (Load) Imposed on None 4.00%(b) 4.00%(b)
Purchases (as a percentage of offering price).............
Maximum Deferred Sales Charge (Load) (as a percentage
of original purchase price or redemption proceeds, None None(c) None(c)
whichever is lower).......................................
Maximum Sales Charge (Load) Imposed on Dividend Reinvestment None None None
Redemption Fee.............................................. None None None
Exchange Fee................................................ None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) (including
leverage):
Investment Advisory Fee........................................ 0.68%(d) 0.60%(d) 0.65%(d)
Distribution and/or Service (12b-1) Fees....................... None None None
Interest Payments on Borrowed Funds............................ 0.75% None 0.43%
Other Expenses (e)............................................. 0.60% 1.27% 0.59%
----- ----- -----
Total Fund Operating Expenses (including leverage) 2.03% 1.87% 1.67%
===== ===== =====
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) (excluding
leverage):
Investment Advisory Fee........................................ 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees....................... None None None
Interest Payments on Borrowed Funds None None None
Other Expenses (e) ............................................ 0.60% 1.27% 0.59%
----- ----- -----
Total Fund Operating Expenses (excluding leverage) 1.20% 1.87% 1.19%
===== ===== =====
</TABLE>
- -----------------------------
(*) The expenses for the Combined Fund represent the estimated annualized
expenses as of February 29, 2000 assuming Americas Income had acquired
all of the assets and liabilities of Worldwide DollarVest on that date.
(a) In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") may charge clients a processing fee (currently $5.35) when a
client buys or redeems shares of an open-end fund.
(b) Some investors may qualify for reductions in the sales charge (load). The
sales charge applicable to Class A shares of the Combined Fund will be
waived with respect to Corresponding Shares issued to stockholders of
Worldwide DollarVest in the Reorganization.
(c) A stockholder may pay a deferred sales charge if such stockholder
purchases $1 million or more and redeems within one year.
(d) Americas Income pays MLAM an investment advisory fee of 0.60% of its
average daily net assets plus the principal amount of borrowings incurred
by Americas Income for leveraging purposes. Worldwide DollarVest pays
FAM an investment advisory fee of 0.60% of its average weekly net assets
plus the proceeds of any outstanding borrowings used for leverage. The
Combined Fund will pay MLAM an investment advisory fee of 0.60% of its
average daily net assets plus the principal amount of borrowings incurred
by the Combined Fund for leveraging purposes. See "Comparison of the
Funds -- Management."
(e) Americas Income pays the transfer agent $11.00 for each Class A and Class
D stockholder account and $14.00 for each Class B and Class C stockholder
account and reimburses the transfer agent's out-of-pocket expenses.
Americas Income pays a 0.10% fee for certain accounts that participate in
the Merrill Lynch Mutual Fund Advisor program. Americas Income also pays
a $0.20 monthly closed account charge, which is assessed upon all
accounts that close during the year. This fee begins the month following
the month the account is closed and ends at the end of the calendar year.
For the fiscal year ended December 31, 1999, Americas Income paid the
transfer agent fees totaling $63,927. The Investment Advisory Agreements
provide that Americas Income and Worldwide DollarVest reimburse the
Investment Adviser for its costs in providing accounting services to the
Fund. For the fiscal year ended December 31, 1999, Americas Income
reimbursed the Investment Adviser $98,374 for these services. For the
fiscal year ended November 30, 1999, Worldwide DollarVest reimbursed the
Investment Adviser $95,303 for these services.
<PAGE>
EXAMPLES:
These examples assume that you invest $10,000 in the relevant Fund and where
applicable, the class of shares, for the time periods indicated, that your
investment has a 5% return each year, that you pay the sales charges, if any,
that apply to the particular class and that each Fund's operating expenses
remain the same. This assumption is not meant to indicate you will receive a
5% annual rate of return. Your annual return may be more or less than the 5%
used in these examples. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------- ---------- -------------- ----------------- --------------
- -------------------------------------------------- ---------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
Worldwide DollarVest (including leverage) $206 $637 $1,093 $2,358
Worldwide DollarVest (excluding leverage) $122 $381 $ 660 $1,455
Americas Income (Class A) (including leverage) $582 $964 $1,371 $2,503
Americas Income (Class A) (excluding leverage) $582 $964 $1,371 $2,503
Combined Fund (Class A) (including leverage)* $563 $905 $1,271 $2,297
Combined Fund (Class A) (excluding leverage)* $516 $763 $1,028 $1,785
</TABLE>
* Assuming the Reorganization took place on February 29, 2000.
The foregoing Pro Forma Fee Tables and Examples are intended to
assist investors in understanding the costs and expenses that a Worldwide
DollarVest or Americas Income stockholder bears directly or indirectly as
compared to the costs and expenses that would be borne by such investors
taking into account the Reorganization. The Examples set forth above assume
reinvestment of all dividends and use a 5% annual rate of return as mandated
by Commission regulations. The Examples should not be considered a
representation of past or future expenses or annual rates of return, and
actual expenses or annual rates of return may be more or less than those
assumed for purposes of the Examples. See "Summary," "The
Reorganization--Potential Benefits to Stockholders as a Result of the
Reorganization" and "Comparison of the Funds--Management," "--Purchase of
Shares" and "--Redemption of Shares."
<PAGE>
Worldwide DollarVest............. Worldwide DollarVest was incorporated
under the laws of the State of Maryland
on November 12, 1993 as a
non-diversified, closed-end investment
company. It commenced operations on
January 28, 1994.
As of March 31, 2000, Worldwide DollarVest
had net assets of approximately $41.8
million. Worldwide DollarVest is listed on
the New York Stock Exchange ("NYSE") under
the symbol "WDV."
Americas Income.................. Americas Income was incorporated under
the laws of the State of Maryland on June
10, 1993 as a non-diversified, open-end
investment company. It commenced
operations on August 27, 1993.
As of March 31, 2000, Americas Income had
net assets of approximately $30.1 million.
Comparison of the Funds.......... Investment Objectives. The investment
objectives of Americas Income, as
proposed to be amended, and Worldwide
DollarVest are similar, though not
identical. If stockholders of Americas
Income approve a proposed amendment to
its investment objective, Americas Income
will seek to provide a high level of
current income by investing in debt
obligations of issuers located in
emerging market countries, with a
secondary objective of capital
appreciation. Worldwide DollarVest seeks
high current income by investing
exclusively in a portfolio of U.S.
dollar-denominated securities,
substantially all of which will be debt
securities, with a secondary objective of
capital appreciation. The Reorganization
will not take place if stockholders of
Americas Income do not approve the
amendment to that Fund's investment
objective.
Portfolio Management. MLAM serves as the
investment adviser for Americas Income.
FAM serves as the investment adviser for
Worldwide DollarVest. Merrill Lynch Asset
Management U.K. Limited ("MLAM U.K.")
acts as sub-adviser for both Americas
Income and Worldwide DollarVest. Romualdo
Roldan has served as portfolio manager
for Americas Income since December 1998
and will serve as portfolio manager of
the combined fund (the "Combined Fund")
following the Reorganization. Vincent T.
Lathbury, III has served as portfolio
manager of Worldwide DollarVest since
November 1993.
MLAM was organized as an investment
adviser in 1977 and offers investment
advisory services to more than 40
registered investment companies. FAM was
organized as an investment adviser in
1977 and offers investment advisory
services to more than 50 registered
investment companies. MLAM and FAM are
part of the Asset Management Group of ML
& Co. The Asset Management Group had
approximately $568 billion in investment
company and other portfolio assets under
management as of March 2000. This amount
includes assets managed for Merrill Lynch
affiliates.
Advisory Fees. Pursuant to an investment
advisory agreement between Americas
Income and MLAM, Americas Income pays
MLAM a monthly fee at the annual rate of
0.60% of its average daily net assets,
plus the principal amount of borrowings
incurred by Americas Income for
leveraging purposes. Pursuant to an
investment advisory agreement between
Worldwide DollarVest and FAM, Worldwide
DollarVest pays FAM a monthly fee at the
annual rate of 0.60% of its average
weekly net assets, plus the proceeds of
any outstanding borrowings used for
leverage. After the Reorganization the
advisory fee paid by the Combined Fund to
MLAM would be at the annual rate of 0.60%
of the Combined Fund's average daily net
assets plus the principal amount of
borrowings incurred by the Combined Fund
for leveraging purposes.
Class Structure. Americas Income offers
four classes of shares under the Merrill
Lynch Select Pricing System.(SM)
Worldwide DollarVest, as a closed-end
investment company, issues shares of one
class of common stock, which are publicly
traded on the NYSE. Following the
Reorganization, Worldwide DollarVest
stockholders will be invested in Class A
shares of Americas Income, which are not
subject to ongoing account maintenance or
distribution fees. No sales charge will
be assessed on Class A shares issued to
Worldwide DollarVest stockholders in the
Reorganization. See "Comparison of the
Funds--Purchase of Shares" and
"Additional Information--Stockholder
Services."
Overall Expense Ratio. As of February 29,
2000, the total operating expense ratio
per share of Worldwide DollarVest was
1.20% (excluding leverage and interest
expense fees) and 2.03% (including
leverage and interest expense fees)
(based on net assets of approximately
$41.8 million) and for Americas Income
Class A shares was 1.87% (based on Class
A net assets of approximately $1.7
million). If the Reorganization had taken
place on that date, the total operating
expense ratio for the Combined Fund Class
A shares on a pro forma basis would have
been 1.19% (excluding leverage and
interest expense fees) and 1.67%
(including leverage and interest expense
fees) (based on net assets of
approximately $43.5 million). See
"Summary--Pro Forma Fee Tables."
Purchase of Shares. Class A shares of
Americas Income are offered continuously
for sale to the public, and investors
typically purchase shares through a
Merrill Lynch financial consultant or
through Financial Data Services, Inc.
(the "Transfer Agent"). Worldwide
DollarVest shares of common stock are
typically purchased through a registered
broker-dealer on the NYSE, thereby
incurring a brokerage commission set by
the broker-dealer, or through a privately
negotiated transaction with an existing
stockholder. See "Comparison of the
Funds--Purchase of Shares."
Redemption/Sale of Shares. Shares of
Americas Income may be redeemed on any
day on which the NYSE is open for trading
at the net asset value per share next
determined after the initial receipt by
Americas Income of a proper notice of
redemption. Shares of Worldwide
DollarVest are not redeemable and may
only be sold on the NYSE through a
registered broker-dealer, thereby
incurring a brokerage commission set by
the broker-dealer, or sold through
privately negotiated transactions with
existing stockholders.
For the purposes of purchase and sale or
redemption of shares, Americas Income
shares are priced at net asset value while
Worldwide DollarVest shares are priced at
the market price on the NYSE. See
"Comparison of the Funds/Additional
Information/Net Asset Value." And
"Comparison of the Funds/Purchase of
Shares."
Dividends. Americas Income pays dividends
from net investment income, if any,
annually, and distributes all net
realized capital gains to stockholders at
least annually. Worldwide DollarVest pays
dividends monthly and distributes
substantially all of its net investment
income monthly. Net capital gains, if
any, are distributed to Worldwide
DollarVest stockholders at least
annually. See "Comparison of the
Funds--Dividends."
Net Asset Value. Americas Income
determines the net asset value of its
Class A shares of common stock once daily
and Worldwide DollarVest determines the
net asset value of its shares of common
stock once weekly, in each case as of the
close of business on the NYSE on each day
the NYSE is open for trading based on
prices at the time of closing. The NYSE
generally closes at 4:00 p.m., Eastern
time. Both Funds compute net asset value
per share in the same manner. See
"Comparison of the Funds--Additional
Information--Net Asset Value."
Voting Rights. Worldwide DollarVest
stockholders will have fewer voting
opportunities following the
Reorganization, since Americas Income
ordinarily will not hold stockholder
meetings. Worldwide DollarVest shares are
presently listed on the NYSE. NYSE rules
generally require a listed company to
hold annual stockholders meetings for the
election of directors. Following the
Reorganization, Worldwide DollarVest
stockholders will be invested in a fund
for which voting for the election of
directors is determined solely by
reference to the Investment Company Act
and to Maryland corporate law. See
"Comparison of the Funds--Additional
Information--Capital Stock."
Other Significant Considerations. Certain
stockholder services available to
Worldwide DollarVest stockholders, such
as providing the annual and semi-annual
reports, are the same as those available
to Americas Income stockholders.
Worldwide DollarVest stockholders will
benefit from the availability of
additional stockholder services following
the Reorganization. See "Comparison of
the Funds--Additional
Information--Stockholder Services." An
automatic dividend reinvestment plan is
available to stockholders of each Fund.
See "Comparison of the Funds--Automatic
Dividend Reinvestment Plan" and
"Comparison of the Funds--Additional
Information--Stockholder Services."
Tax Considerations............... Worldwide DollarVest and Americas Income
jointly have requested a private letter
ruling from the IRS with respect to the
Reorganization to the effect that, among
other things, neither Worldwide
DollarVest nor Americas Income will
recognize gain or loss on the
transaction, and Worldwide DollarVest
stockholders will not recognize gain or
loss on the exchange of their shares of
Worldwide DollarVest stock for
Corresponding Shares of Americas Income.
The consummation of the Reorganization is
subject to the receipt of such ruling or
receipt of an opinion of counsel to the
same effect. The Reorganization will not
affect the status of Americas Income as a
regulated investment company. See "The
Reorganization--Tax Consequences of the
Reorganization."
<PAGE>
RISK FACTORS AND SPECIAL CONSIDERATIONS
Many of the investment risks associated with an investment in
Americas Income, as proposed to be amended, are substantially similar to the
investment risks associated with an investment in Worldwide DollarVest. Such
risks include investing in (a) securities issued by companies located in
emerging market countries, (b) derivative instruments, (c) illiquid securities
and (d) "junk" bonds. The primary difference in risk stems from Americas
Income's ability to invest in non-U.S. dollar denominated securities. The risk
factors to which an investment in Americas Income is subject are set forth in
the Americas Income Prospectus under the caption "Details about the
Fund--Investment Risks." The risks associated with investing in Americas
Income that are not associated with investing in Worldwide DollarVest are
summarized below.
Foreign Economy Risk. Under its amended policies, Americas Income
will be permitted to invest up to 40% of its assets in issuers domiciled in
any one country, which makes Americas Income potentially more vulnerable to
economic developments in a particular country. The economies of certain
foreign markets often do not compare favorably with the economy of the United
States with respect to such issues as growth of gross national product,
reinvestment of capital, resources, and balance of payments position. Certain
such economies may rely heavily on particular industries or foreign capital
and are more vulnerable to diplomatic developments, the imposition of economic
sanctions against a particular country or countries, changes in international
trading patterns, trade barriers, and other protectionist or retaliatory
measures. Investments in foreign markets may also be adversely affected by
governmental actions such as the imposition of capital controls,
nationalization of companies or industries, expropriation of assets, or the
imposition of punitive taxes. In addition, the governments of certain
countries may prohibit or impose substantial restrictions on foreign investing
in their capital markets or in certain industries. Any of these actions could
severely affect security prices, impair Americas Income's ability to purchase
or sell foreign securities or transfer Americas Income's assets or income back
into the United States, or otherwise adversely affect Americas Income's
operations.
Other foreign market risks include foreign exchange controls,
difficulties in enforcing favorable legal judgments in foreign courts, and
political and social instability. Legal remedies available to investors in
certain foreign countries may be less extensive than those available to
investors in the United States or other foreign countries.
Currency Risk. Worldwide DollarVest invests solely in U.S.
dollar-denominated securities. Although Americas Income will maintain at least
65% of its assets in U.S. dollar-denominated securities, it may invest in
securities that are denominated or quoted in currencies other than the U.S.
dollar. Changes in foreign currency exchange rates may affect the value of
Americas Income's portfolio. Generally when the U.S. dollar rises in value
against a foreign currency, a security denominated in that currency loses
value because the currency is worth fewer U.S. dollars. Conversely, when the
U.S. dollar decreases in value against a foreign currency, a security
denominated in that currency gains value because the currency is worth more
U.S. dollars. This risk, generally known as "currency risk," means that a
strong U.S. dollar will reduce returns for U.S. investors while a weak U.S.
dollar will increase those returns.
Sovereign Debt. Both Funds may invest in sovereign debt; Americas
Income, however, may invest up to 15% of its total assets in sovereign debt
securities that are in default. Sovereign debt securities are issued or
guaranteed by foreign government entities. Investments in sovereign debt
subject the Funds to the risk that a government entity may delay or refuse to
pay interest or repay principal on its sovereign debt. If a government entity
defaults, it may ask for more time in which to pay or for further loans. There
may be no bankruptcy proceeding by which all or part of sovereign debt that a
government entity has not repaid may be collected.
Swap Agreements. Americas Income may enter into interest rate swap
agreements, which are OTC contracts in which each party agrees to make a
periodic payment based on an index or the value of an asset in return for a
periodic payment from the other party based on a different index or asset.
Swap agreements involve the risk that the party with whom Americas Income has
entered into the swap will default on its obligation to pay Americas Income
and the risk that Americas Income will not be able to meet its obligations to
pay the other party to the agreement.
Hybrid Instruments. Americas Income may invest in hybrid instruments,
which are potentially high-risk derivatives that combine the characteristics
of securities, futures and options. For example, the principal amount or
interest rate of a hybrid could be tied (positively or negatively) to the
price of some commodity, currency, or securities index or another interest
rate (each a "benchmark"). Hybrids can be used as an efficient means of
pursuing a variety of investment goals, including currency hedging, duration
management, and increased total return. Hybrids may not bear interest or pay
dividends. The value of a hybrid or its interest rate may be a multiple of a
benchmark and, as a result, may be leveraged and move (up or down) more
steeply and rapidly than the benchmark. These benchmarks may be sensitive to
economic and political events, such as commodity shortages and currency
devaluations, which cannot be readily foreseen by the purchaser of a hybrid.
Under certain conditions, the redemption value of a hybrid could be zero.
Thus, an investment in a hybrid may entail significant market risks that are
not associated with a similar investment in a traditional, U.S.
dollar-denominated bond that has a fixed principal amount and pays a fixed
rate or floating rate of interest. The purchase of hybrids also exposes the
Fund to the credit risk of the issuer of the hybrid. These risks may cause
significant fluctuations in the net asset value of the Fund. Hybrids can have
volatile prices and limited liquidity, and their use by the Fund may not be
successful.
Mortgage and Asset Backed Securities. Americas Income may invest in
mortgage and asset backed securities. Mortgage and asset backed securities
represent the right to receive a portion of principal and/or interest payments
made on a pool of residential or commercial mortgage loans or other types of
receivables. When interest rates fall, borrowers may refinance or otherwise
repay principal on their mortgages earlier than scheduled. When this happens,
certain types of mortgage and asset backed securities will be paid off more
quickly than originally anticipated and Americas Income has to invest the
proceeds in securities with lower yields. This risk is known as prepayment
risk. When interest rates rise, certain types of mortgage and asset backed
securities will be paid off more slowly than originally anticipated and the
value of these securities will fall. The risk is known as extension risk.
Because of prepayment and extension risk, mortgage and asset backed securities
react differently to changes in interest rates than other fixed income
securities. Small movements in interest rates (both increases and decreases)
may quickly and significantly reduce the value of certain mortgage and asset
backed securities.
<PAGE>
COMPARISON OF THE FUNDS
Financial Highlights
Americas Income. The financial information in the table below has
been audited in conjunction with the annual audits of the financial statements
of Americas Income by , independent auditors.
The following per share data and ratios have been derived from
information provided in the financial statements.
<TABLE>
<CAPTION>
Class A
For the Year Ended December 31,
---------------------------------------------------------------
1999 1998 1997 1996+ 1995
Increase (decrease) in Net Asset Value:
per Share Operating Performance:
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year ............. $ 5.54 $ 9.60 $ 11.36 $ 9.70 $ 8.51
---------- ---------- -------- -------- ---------
Investment Income--Net ......................... .51 .76 .72 .97 .94
Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Transactoins--Net ........................... .72 (4.06) (.54) 2.14 1.19
---------- ---------- -------- -------- ---------
Total from Investment Operations ............... 1.23 (3.30) .18 3.11 2.13
---------- ---------- -------- -------- ---------
Less Dividends and Distributions:
Investment Income--Net ...................... (.51) (.71) (.72) (1.00) (.94)
in Excess of Investment Income--Net ......... -- -- -- (.13) --
Return of Capital--Net ...................... -- (.05) -- -- --
Realized Gain on Investments--Net ........... -- -- (.93) (.32) --
in Excess of Realized Gain on
Investments--Net ............................ -- -- (.29) -- --
---------- ---------- -------- -------- ---------
Total Dividends and Distributions .............. (.51) (.76) (1.94) (1.45) (.94)
---------- ---------- -------- -------- ---------
Net Asset Value, End of Year ................... $ 6.26 $ 5.54 $ 9.60 $ 11.36 $ 9.70
========== ========== ======== ======== =========
Total Investment Return:*
Based on Net Asset Value per Share ............. 23.12% (36.18)% 1.74% 33.64% 27.27%
========== ========== ======== ======== =========
Ratios to Average Net Assets:
Expenses, Exclucing Interest Expense ........... 1.85% 1.70% 1.38% 1.05% 1.20%
========== ========== ======== ======== =========
Expenses ....................................... 1.85% 2.66% 1.48% 1.32% 1.36%
========== ========== ======== ======== =========
Investment Income--Net ......................... 8.72% 9.59% 6.31% 8.97% 11.25%
========== ========== ======== ======== =========
Supplemental Data:
Net Assets, End of Year (in thousands) ......... $ 1,734 $ 1,988 $ 4,842 $ 28,136 $ 1,165
========== ========== ======== ======== =========
Portfolio Turnover ............................. 164.23% 618.06% 942.74% 420.35% 127.17%
========== ========== ======== ======== =========
Leverage:
Amount of Reverse Repurchase Agreements
Outstanding, End of Year (in thousands) ........ -- -- $ 22,350 $ 10,265
Average Amount of Reverse Repurchase
Agreements Outstanding During the Year
(in thousands) ................................. -- $ 14,306 $ 3,185 $ 8,277 $ 2,640
========== ========== ======== ======== =========
Average Amount of Reverse Repurchase
Agreements per Share During the Year ........... -- $ 1.56 $ .20 $ .48 $ .20
========== ========== ======== ======== =========
</TABLE>
- ----------
+ Based on average shares outstanding.
* Total investment returns exclude the effects of sales charges.
Worldwide DollarVest. The financial information in the table below
has been audited in conjunction with the annual audits of the financial
statements of Worldwide DollarVest by , independent auditors.
The following per share data and ratios have been derived from information
provided in the financial statements:
<TABLE>
<CAPTION>
For the Year Ended November 30,
---------------------------------------------------------------
1999+ 1998+ 1997+ 1996 1995
Increase (Decrease) in Net Asset Value:
Per Share Operating Performance:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ............... $ 6.44 $ 15.67 $ 18.01 $ 12.22 $ 11.90
---------- ---------- ---------- --------- ----------
Investment income--net ........................... .49 1.20 1.34 1.61 1.33
Realized and unrealized gain (loss) on
investments--net .............................. (.20) (6.93) (.32) 5.65 .24
---------- ---------- ---------- --------- ----------
Total from investment operations ................. .29 (5.73) 1.02 7.26 1.57
---------- ---------- ---------- --------- ----------
Less dividends and distributions:
Investment income--net ........................ (.55) (1.59) (1.19) (1.47) (1.25)
Realized gain on investments--net ............. -- -- (2.17) -- --
In excess of realized gain on investments--net -- (1.91) -- -- --
---------- ---------- ---------- --------- ----------
Total dividends and distributions ................ (.55) (3.50) (3.36) (1.47) (1.25)
---------- ---------- ---------- --------- ----------
Net asset value, end of year ..................... $ 6.18 $ 6.44 $ 15.67 $ 18.01 $ 12.22
========== ========== ========== ======== =========
Market price per share, end of year .............. $ 4.875 $ 6.50 $ 13.75 $ 14.75 $ 11.25
========== ========== ========== ======== =========
Total Investment Return:*
Based on market price per share .................. (16.75%) (37.42%) 15.91% 45.94% 14.88%
========== ========== ========== ======== =========
Based on net asset value per share ............... 6.51% (45.59%) 8.19% 64.05% 15.35%
========== ========== ========== ======== =========
Ratios to Average Net Assets:
Expenses, excluding interest expense ............. 1.45% 1.15% .82% .80% .97%
========== ========== ========== ======== =========
Expenses ......................................... 2.00% 2.89% 1.47% 2.10% 1.83%
========== ========== ========== ======== =========
Investment income--net ........................... 8.15% 10.63% 7.39% 8.54% 10.48%
========== ========== ========== ======== =========
Supplemental Data:
Net assets, end of year (in thousands) ........... $ 40,114 $ 41,806 $ 100,174 $ 115,133 $ 78,139
========== ========== ========== ======== =========
Portfolio turnover ............................... 92.46% 626.23% 578.05% 342.06% 183.01%
========== ========== ========== ======== =========
Leverage:
Amount of borrowings outstanding, end of year (in
thousands) .................................... $ 7,770 $ 11,525 -- $ 53,706 $ 25,456
========== ========== ========== ======== =========
Average amount of borrowings outstanding during
the year (in thousands) ....................... $ 4,026 $ 20,540 $ 11,427 $ 26,812 $ 10,829
========== ========== ========== ======== =========
Average amount of borrowings per share during the
year .......................................... $ .62 $ 3.20 $ 1.79 $ 4.19 $ 1.69
========== ========== ========== ======== =========
</TABLE>
- ----------
+ Based on average shares outstanding.
* Total investment returns based on market value, which can be significantly
greater or lesser than the net asset value, may result in substantially
different returns. Total investment returns exclude the effects of sales
charges.
<PAGE>
Differences Between Open-End and Closed-End Investment Companies
Worldwide DollarVest is currently registered as a closed-end
investment company under the Investment Company Act. Except under certain
specified circumstances, closed-end investment companies do not redeem their
outstanding shares of stock. In addition, while it is theoretically possible
for such companies to engage in a continuous offering of their shares, the
existence of market discounts often make such offerings impracticable. Thus,
closed-end investment companies generally operate with a relatively fixed
capitalization. The stock of a closed-end investment company is normally
bought and sold on a national securities exchange. Worldwide DollarVest's
shares are currently traded on the NYSE. Worldwide DollarVest's shares will be
delisted from the NYSE, however, if the Reorganization is approved and
completed.
In contrast, open-end investment companies such as Americas Income,
commonly referred to as "mutual funds," issue redeemable securities. As
holders of the redeemable securities issued by Americas Income in the
Reorganization, Worldwide DollarVest stockholders will have the right to
surrender those securities to Americas Income and receive an amount
approximately equal to the net asset value of the shares. Open-end investment
companies (including Americas Income) also typically continuously issue new
shares of stock to investors based on the net asset value of such shares next
computed after receipt of a valid purchase order.
Some of the other legal and practical differences between Worldwide
DollarVest's present operation as a closed-end investment company and Americas
Income's operation as an open-end investment company are as follows:
(a) Acquisition and Disposition of Shares. Worldwide DollarVest
stockholders typically pay brokerage commissions in connection with the
purchase and sale of Worldwide DollarVest shares on the NYSE. After the
Reorganization, investors wishing to acquire additional shares of Americas
Income common stock will be able to purchase such shares either through
securities dealers or agents who have entered into selected dealer agreements
with Merrill Lynch Funds Distributor ("MLFD"), a division of Princeton Funds
Distributor, Inc., which is Americas Income's principal underwriter (the
"Distributor"), or directly from Americas Income's Transfer Agent. Such shares
would be purchased at their net asset value plus any applicable initial sales
charge. Stockholders desiring to realize the value of their shares would be
able to do so by exercising their right to have such shares redeemed by
Americas Income at the then current net asset value of the shares or at such
net asset value less any applicable contingent deferred sales charge ("CDSC")
as may be fixed by the Board of Directors. Americas Income's net asset value
per share is calculated as described in the Americas Income Prospectus under
"How Shares Are Priced." In the Reorganization, Worldwide DollarVest
stockholders will receive Class A shares of Americas Income without paying the
customary initial sales charge. Class A shares are not subject to any ongoing
distribution or account maintenance fees or any CDSC upon redemption.
(b) Stockholder Meetings. Worldwide DollarVest stockholders will
have fewer voting opportunities following the Reorganization, since Americas
Income ordinarily will not hold annual stockholder meetings. As discussed
above, Worldwide DollarVest shares are presently listed on the NYSE in order
to provide a liquid trading market. Exchange rules generally require annual
meetings of the stockholders of listed companies for the election of
directors.
Maryland corporate law provides that if the Articles of Incorporation
(the "Charter") or by-laws of either an open-end or closed-end investment
company registered under the Investment Company Act so provide, the investment
company is not required to hold an annual stockholders meeting in any year in
which the election of directors is not required to be acted upon under the
Investment Company Act. Worldwide DollarVest's Charter and by-laws do not
presently so provide. The Charter and by-laws of Americas Income, however,
provide that Americas Income is not required to hold an annual stockholders
meeting in any year in which the election of directors is not required to be
acted upon under the Investment Company Act. Thus, Americas Income does not
ordinarily hold annual meetings.
Worldwide DollarVest stockholders will continue to have one vote on
each matter submitted to a vote of stockholders after the Reorganization.
Under Maryland corporate law and the Americas Income Charter, the Board of
Directors has the authority to increase the number of shares of any class
Americas Income is authorized to issue and may reclassify issued shares into
additional classes (provided such reclassification of issued shares does not
substantially adversely affect the rights of holders of such issued shares)
and, accordingly, these matters need not be submitted to a vote of the
stockholders. As opposed to the single class structure of Worldwide DollarVest,
Americas Income shares are distributed through the Merrill Lynch Select
Pricing(SM)System, a multi-class distribution system involving the issuance of
four classes of shares that have different sales charges and expenses
specifically related to the distribution of shares of each class. The four
classes have the same rights except that each class (with certain limited
exceptions) votes separately as a class with respect to any distribution plan
applicable to such class. As discussed above, Worldwide DollarVest
stockholders will receive Class A shares of Americas Income in the
Reorganization.
(c) Determination of Net Asset Value. The net asset value of
Worldwide DollarVest presently is determined as of the close of business on
the NYSE (generally 4:00 p.m., New York time), on the last business day in
each week. Commission regulations under the Investment Company Act generally
require open-end investment companies, such as Americas Income, to value their
assets on each business day in order to determine the current net asset value
on the basis of which their shares may be redeemed by stockholders or
purchased by investors. Net asset values of most such companies, including
Americas Income, are published daily by leading financial publications as
opposed to those of closed-end investment companies such as Worldwide
DollarVest, which are published weekly.
(d) Expenses; Potential Net Redemptions. Following the
Reorganization, Worldwide DollarVest stockholders will be invested in a fund
that may have higher expenses than Worldwide DollarVest, either as a result of
the cost of additional services typically available to an open-end company or
because of higher operating costs. For example, transfer agency costs are
likely to be higher for Americas Income as a result of the processing of
ongoing purchase and redemption requests. On a per share basis, however, it is
anticipated that Worldwide DollarVest stockholders will benefit from a lower
total expense ratio due to the larger size of the Combined Fund following the
Reorganization and the economies of scale that will result from the
Reorganization.
(e) Elimination of Discount or Premium. Shares of closed-end funds
trade in the secondary market, and typically, trade at either a premium or a
discount to net asset value. The following table for each of the periods
indicated shows the high and low sale prices of Worldwide DollarVest shares on
the New York Stock Exchange Composite Tape, the corresponding net asset value
per share and the premium or discount to net asset value per share at which
Worldwide DollarVest's shares were trading.
<PAGE>
<TABLE>
<CAPTION>
Premium (Discount) to Net
Quarter Ended Market Price Net Asset Value Asset Value
------------- ------------ --------------- -----------
High Low High Low High Low
---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
5/31/97 $15.25 $13.50 $16.32 $15.42 (8.46)% (16.67)%
8/31/97 14.00 13.625 16.25 16.06 (13.15) (15.63)
11/30/97 14.375 12.8125 16.55 15.05 (0.44) (16.80)
2/28/98 14.375 12.125 16.18 13.01 (2.96) (11.64)
5/31/98 13.75 12.875 14.38 12.87 1.10 (8.78)
8/31/98 13.00 6.75 13.18 5.78 26.04 (2.79)
11/30/98 8.6875 6.3125 6.50 5.43 45.80 0.62
2/28/99 6.50 4.875 6.38 5.61 (1.15) (17.00)
5/31/99 5.75 5.00 6.51 5.87 (9.54) (17.14)
8/31/99 5.4375 4.875 6.17 5.68 (9.67) (14.68)
11/30/99 5.125 4.8125 6.27 5.83 (14.97) (21.12)
2/29/00 5.25 4.8125 6.47 6.17 (18.48) (23.95)
5/31/00
</TABLE>
As the table indicates, Worldwide DollarVest shares have generally
traded at a discount to net asset value, which means that stockholders wishing
to sell their shares generally were not able to realize the full net asset
value for those shares. Following the Reorganization, Worldwide DollarVest
stockholders will be invested in an open-end fund and will at all times be
able to redeem their shares at full net asset value. While such stockholders
will forego the potential to receive a premium for their shares, they are
assured that they will never realize less than net asset value on the date of
redemption.
(f) Portfolio Management. Following the Reorganization, Worldwide
DollarVest stockholders will be invested in an open-end investment company
that permits stockholder redemptions, which may at times cause it to sell
portfolio securities at disadvantageous times or to maintain adequate reserves
of cash or cash equivalents in order to meet such redemptions. The sale of
portfolio securities could also increase transaction costs, taxable
distributions and portfolio turnover. As a closed-end investment company,
Worldwide DollarVest may have been able to be more fully invested than
Americas Income since it did not need to maintain cash reserves. The
additional reserves of cash that Americas Income may need to maintain to meet
anticipated net redemptions, could reduce that Fund's investment flexibility
and the scope of its investment opportunities as compared to Worldwide
DollarVest. On the other hand, the positive cash flow resulting from ongoing
sales might potentially place Americas Income in a better position to take
advantage of investment opportunities than Worldwide DollarVest.
(g) Investment Restrictions. The Investment Company Act imposes more
strenuous restrictions regarding illiquid securities, senior securities and
borrowing on open-end investment companies than are imposed on closed-end
investment companies. See "Comparison of the Funds--Investment Restrictions"
for more information.
(h) Stockholder Services. After the Reorganization, Worldwide
DollarVest stockholders will have access to various services that are often
available to stockholders in an open-end investment company. These will
include participation in an exchange privilege which allows stockholders of
Americas Income to exchange their shares for shares of certain other mutual
funds advised by FAM or MLAM, and the facility for stockholders to effect
various transactions by telephone. See "Comparison of the Funds--Additional
Information--Stockholder Services."
(i) Minimum Investment. To reduce the administrative burdens incurred
in monitoring numerous small accounts, Americas Income imposes a minimum
initial investment requirement of $1,000 and a minimum subsequent investment
requirement of $50. Americas Income may waive or reduce the minimum for
certain retirement and employee savings plans or custodial accounts for the
benefit of minors. Any such minimum investment requirement will not apply to
existing Worldwide DollarVest stockholders at the time of Reorganization,
except with respect to minimums for subsequent investments.
Alternatives to the Reorganization
In reaching its decision to propose the Reorganization to Worldwide
DollarVest stockholders, the Board of Directors of Worldwide DollarVest
considered various alternatives including converting Worldwide DollarVest to
an open-end fund, having Worldwide DollarVest engage in a share repurchase
program, having it conduct a tender offer for its shares or having it
liquidate. The Board concluded that the Reorganization presented the best
option. If Worldwide DollarVest is acquired by Americas Income, an open-end
fund, Worldwide DollarVest stockholders will become invested in an open-end
fund and receive all of the benefits of such an investment (discussed above)
at the same time as they will become invested in a fund with a larger asset
base. The Worldwide DollarVest Board of Directors anticipates that as part of
a larger fund, Worldwide DollarVest stockholders would benefit from certain
economies of scale and would experience lower total operating expenses per
share.
Information About Americas Income
The Prospectus and Annual Report of Americas Income have been
delivered with this Proxy Statement and Prospectus and are incorporated herein
by reference. The Reorganization is contingent on the approval by Americas
Income stockholders of an amendment to Americas Income's investment objective
and policies. As proposed to be amended, Americas Income's investment
objective is to provide high current income with a secondary objective of
capital appreciation.
Under normal market conditions, Americas Income (as proposed to be
amended) will invest at least 65% of its total assets in debt obligations of
issuers in emerging market countries. An emerging market country is any
country that is considered to be an emerging or developing country by the
International Bank for Reconstruction and Development (more commonly referred
to as the "World Bank"). Debt obligations include fixed or floating rate
bonds, notes, debentures, commercial paper, corporate loans, Brady Bonds,
mortgage backed and asset backed securities and other debt securities issued
or guaranteed by governments, agencies, or instrumentalities, central banks,
commercial banks or private issuers, including repurchase agreements. Debt
obligations also include convertible securities, which have characteristics of
both debt and equity investments. Americas Income may make use of a wide
variety of exchange-traded and over-the-counter derivative instruments,
including interest rate swap agreements and hybrid derivative instruments.
Americas Income may seek to provide some protection against default by some
issuers through the use of certain derivative instruments. Americas Income may
also invest in the lowest rated bonds.
There will be no maturity restrictions on the securities in which
Americas Income may invest. Its weighted average maturity normally will range
between five and 10 years, but may vary substantially because of market
conditions. Under normal circumstances, 65% of Americas Income's total assets
are expected to be denominated in U.S. dollars, and Americas Income will not
usually attempt to cushion the impact of foreign currency fluctuations on the
dollar. Under its amended policies, Americas Income will be permitted to
invest up to 40% of its assets in issuers domiciled in any one country, and
will no longer concentrate in the financial services industry.
More information about Americas Income's investment objective and
policies can be found under the heading "DETAILS ABOUT THE FUND--How the Fund
Invests" in the Americas Income Prospectus. For information regarding
Management's Discussion of Fund Performance of Americas Income, please see the
Annual Report that accompanies this Proxy Statement and Prospectus.
Information About Worldwide DollarVest
Worldwide DollarVest invests exclusively in U.S. dollar-denominated
securities. Worldwide DollarVest invests at least 65% of its total assets in
debt securities or obligations of government and government-related issuers
located in foreign countries and high yield, high risk corporate debt
securities of non-U.S. issuers. Based on market conditions, the Fund's primary
emphasis is on non-U.S. obligations of issuers located in emerging market
countries. Under normal circumstances, substantially all of Worldwide
DollarVest's assets will be invested in debt securities rated in the lower
rating categories of the established rating services, or in unrated securities
of comparable quality. Worldwide DollarVest may invest up to 35% of its total
assets in high yield, high risk corporate debt securities of U.S. issuers.
Depending on market conditions, Worldwide DollarVest will invest at least 50%
of its total assets in Brady Bonds and will not invest 25% or more of its
total assets in the sovereign debt securities of any single foreign country.
Like Americas Income, Worldwide DollarVest has no restrictions on
portfolio maturity, and the average maturity of its portfolio securities
varies based on FAM's assessment of economic and market conditions. Worldwide
DollarVest may engage in various portfolio strategies to enhance income and to
hedge its portfolio against investment and interest rate risks, including the
use of leverage and the use of interest rate transactions and options and
futures.
Investment Restrictions
The Investment Company Act, and Commission staff interpretations of
the Investment Company Act, together impose certain requirements on open-end
investment companies. Americas Income is subject to the requirement that no
more than 15% of its net assets be invested in illiquid securities that are
not readily marketable. That limitation pertains to, among other things,
restricted securities under the Securities Act, although securities purchased
and sold pursuant to Rule 144A under the Securities Act will not be subject to
the limitation if the Directors determine the market for such securities to be
liquid. Currently, as a closed-end fund, Worldwide DollarVest may invest 100%
of its total assets in "illiquid securities." As of February 29, 2000,
Worldwide DollarVest has no assets invested in illiquid securities. Following
the Reorganization, Worldwide DollarVest stockholders will be invested in a
Fund that is subject to the 15% restriction.
The Investment Company Act prohibits open-end investment companies,
such as Americas Income, from issuing "senior securities" representing
indebtedness (i.e., bonds, debentures, notes and other similar securities),
except that such companies may borrow from banks where there is asset coverage
of at least 300% for all borrowings. Closed-end investment companies such as
Worldwide DollarVest, in contrast, are permitted to issue senior securities
representing indebtedness provided they maintain asset coverage of 300%. In
addition, closed-end investment companies may issue "senior securities"
representing stock, such as preferred stock, where there is an asset coverage
of at least 200% and certain other requirements are met. The prohibition
against issuing senior securities makes open-end investment companies less
flexible than closed-end investment companies in "leveraging" their
investments. Currently, Worldwide DollarVest has not issued any senior
securities, but has leveraged its portfolio using reverse repurchase
agreements.
Americas Income's current investment restrictions on borrowing are
more limited than those of comparable closed-end investment companies. For
example, currently Americas Income is permitted to borrow from banks in
amounts up to 33 1/3% of its total assets, and to borrow up to an additional
5% of its total assets for emergency purposes. In addition, Americas Income
may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities and may purchase securities on
margin to the extent permitted by applicable law. However, at the present
time, applicable law prohibits Americas Income from purchasing securities on
margin. Closed-end investment companies may borrow from any type of lender,
and are not limited to bank borrowings. In addition, closed-end investment
companies may purchase securities on margin. Following the Reorganization,
therefore, Worldwide DollarVest stockholders will be invested in a fund that
has less flexibility in terms of leverage and borrowing, but that is
accordingly subject to less risk with regard to its borrowing activities.
<PAGE>
Each Fund may invest in other investment companies to the extent such
purchases are permitted under the Investment Company Act. Americas Income is
subject to a non-fundamental restriction, however, that as a matter of policy
it will not purchase shares of any registered investment company or registered
unit investment trust, in reliance on Section 12(d)(1) (F) or (G) (the "fund
of funds" provisions) of the Investment Company Act, at any time its shares
are owned by another investment company that is part of the same group of
investment companies as Americas Income.
More information about Americas Income's investment restrictions can
be found under the heading "Investment Objective and Policies--Investment
Restrictions" in the Americas Income Statement of Additional Information dated
March 30, 2000 ("Americas Income Statement").
Management
Directors. Each of the members of the Board of Directors of Americas
Income also serves as a Director of Worldwide DollarVest. Of the five
Directors of Americas Income, three are not "interested persons" as defined in
the Investment Company Act. The Directors are responsible for the overall
supervision of the operation of their Fund and perform the various duties
imposed on the directors of investment companies by the Investment Company
Act.
Information about the Directors of Americas Income, including their
ages and their principal occupations for at least the last five years, is set
forth below. Unless otherwise noted, the address of each Director is P.O. Box
9011, Princeton, New Jersey 08543-9011.
TERRY K. GLENN (59) -- President and Director (1)(2) -- Executive
Vice President of MLAM and FAM (which terms as used herein include their
corporate predecessors) since 1983; President of Princeton Funds Distributor,
Inc. ("PFD") since 1986 and Director thereof since 1991; Executive Vice
President and Director of Princeton Services, Inc. ("Princeton Services")
since 1993; President of Princeton Administrators, L.P. since 1988.
CHARLES C. REILLY (68) -- Director (2)(3) -- 9 Hampton Harbor Road,
Hampton Bays, New York 11946. Self-employed financial consultant since 1990;
President and Chief Investment Officer of Verus Capital, Inc. from 1979 to
1990; Senior Vice President of Arnhold and S. Bleichroeder, Inc. from 1973 to
1990; Adjunct Professor, Columbia University Graduate School of Business from
1990 to 1991; Adjunct Professor, Wharton School, University of Pennsylvania
from 1989 to 1990; Partner, Small Cities Cable Television from 1986 to 1997.
RICHARD R. WEST (62)-- Director (2)(3)-- Box 604, Genoa, Nevada
89411. Professor of Finance since 1984, Dean from 1984 to 1993, and currently
Dean Emeritus of New York University Leonard N. Stern School of Business
Administration; Director of Bowne & Co., Inc. (financial printers); Vornado
Realty Trust, Inc. (real estate holding company); Vornado Operating Company,
Inc.; and Alexander's, Inc. (real estate company).
ARTHUR ZEIKEL (67) -- Director (1)(2) -- 300 Woodland Avenue,
Westfield, New Jersey 07090. Chairman of MLAM and FAM from 1997 to 1999 and
President thereof from 1977 to 1997; Chairman of Princeton Services from 1997
to 1999, Director thereof from 1993 to 1999 and President thereof from 1993 to
1997; Executive Vice President of Merrill Lynch & Co., Inc. ("ML & Co.") from
1990 to 1999.
EDWARD D. ZINBARG (65) -- Director (2)(3) -- 5 Hardwell Road, Short
Hills, New Jersey 07078. Self-employed financial consultant since 1994;
Executive Vice President of The Prudential Insurance Company of America from
1988 to 1994; former Director of Prudential Reinsurance Company and former
Trustee of The Prudential Foundation.
- -------------
(1) Interested person, as defined in the Investment Company Act, of the Fund.
(2) Such Director or officer is a director, trustee or officer of certain
other investment companies for which MLAM or FAM acts as the investment
adviser or manager.
(3) Member of the Fund's Audit and Nominating Committee, which is responsible
for the selection of the independent auditors and the selection and
nomination of non-interested Directors.
Advisory Arrangements. MLAM serves as the Investment Adviser for
Americas Income and FAM serves as the Investment Adviser for Worldwide
DollarVest pursuant to separate investment advisory agreements (each, an
<PAGE>
"Investment Advisory Agreement") that, except for certain minor differences,
are substantially similar. MLAM and FAM are referred to herein individually as
an "Adviser" and collectively as the "Advisers," as the context requires.
Americas Income pays MLAM an investment advisory fee at the annual
rate of .60% of its average daily net assets plus the principal amount of
borrowing incurred by Americas Income for leveraging purposes. Worldwide
DollarVest pays FAM an investment advisory fee at the annual rate of .60% of
the average weekly net assets of that Fund plus the proceeds of any
outstanding borrowings used for leverage. After the Reorganization, the
Combined Fund will pay an investment advisory fee at the rate of .60% plus the
principal amount of borrowings incurred by Americas Income for leveraging
purposes. See "Summary--Pro Forma Fee Tables."
Each Adviser has retained MLAM U.K. as sub-adviser to each of
Worldwide DollarVest and Americas Income. Pursuant to a separate sub-advisory
agreement between an Adviser and MLAM U.K. with respect to each Fund, the
Adviser pays MLAM U.K. a fee for providing investment advisory services to the
Adviser with respect to that Fund, in an amount to be determined from time to
time by the Adviser and MLAM U.K. but in no event in excess of the amount the
Adviser actually receives for providing services to that Fund pursuant to its
Investment Advisory Agreement. The address of MLAM U.K. is 33 King William
Street, London EC4R 9AS, England.
Purchase of Shares
Class A shares of Americas Income are offered continuously for sale
to the public, and investors typically purchase shares through a Merrill Lynch
financial consultant or through the Transfer Agent. Worldwide DollarVest
shares of common stock are typically purchased through a registered
broker-dealer on the NYSE, thereby incurring a brokerage commission set by the
broker-dealer or through a privately negotiated transaction with an existing
stockholder. For a complete discussion of the four classes of shares of
Americas Income and the purchase and distribution procedures related thereto
see "Your Account--Merrill Lynch Select Pricing(SM) System,"
"--Participation in Merrill Lynch Fee Based Programs" and "--How to
Buy, Sell, Transfer and Exchange Shares" in the Americas Income Prospectus.
Redemption of Shares
Redemption/Sale of Shares. Shares of Americas Income may be redeemed
on any day the NYSE is open for trading at the net asset value per share next
determined after the initial receipt by that Fund of a proper notice of
redemption. Shares of Worldwide DollarVest are not redeemable and may only be
sold through a registered broker-dealer thereby incurring a brokerage
commission set by the broker-dealer, or sold through privately negotiated
transactions with existing stockholders. See "Your Account--Merrill Lynch
Select Pricing(SM) System," "--Participation in Merrill Lynch Fee Based
Programs" and "--How to Buy, Sell, Transfer and Exchange Shares" in the
Americas Income Prospectus.
Performance
General. The following tables provide performance information for
Class A shares of Americas Income, including and excluding maximum applicable
sales charges, and for shares of Worldwide DollarVest for the periods
indicated. Past performance is not indicative of future performance.
<PAGE>
Americas Income
Average Annual Total Return
Class A Shares
---------------------------
Without
Sales With Sales
Period Charge(%) Charge*(%)
------ --------- ----------
One Year Ended
12/31/99............ +23.12% +18.20%
Five Years Ended
12/31/99............ +6.34% +5.47%
Inception** to
12/31/99............ +5.17% +4.34%
- -------------
* Assumes the maximum applicable sales charge. The maximum initial sales
charge on Class A shares is 4.00%.
** October 21, 1994.
Worldwide DollarVest
Average Annual Total Return
Without
Sales
Period Charge (%)
------ ----------
One Year Ended
11/30/99............ +6.51%
Five Years Ended
11/30/99............ +3.48%
Inception* to
11/30/99............ +1.19%
* February 4, 1994.
Stockholder Rights
Worldwide DollarVest stockholders will have fewer voting
opportunities following the Reorganization, since Americas Income will not
ordinarily hold stockholders meetings. Worldwide DollarVest shares are
presently listed on the NYSE. NYSE rules generally require a listed company to
hold annual stockholders meetings for the election of directors. Following the
Reorganization, Worldwide DollarVest stockholders will be invested in a fund
for which voting for the election of directors is determined solely by
reference to the Investment Company Act and Maryland corporate law.
Stockholders of Americas Income are entitled to one vote for each
share held and fractional votes for fractional shares held and will vote on
the election of Directors and any other matter submitted to a stockholder
vote. Americas Income does not intend to hold meetings of stockholders in any
year in which the Investment Company Act does not require stockholders to act
upon any of the following matters: (i) election of Directors; (ii) approval of
an investment advisory agreement; (iii) approval of distribution arrangements;
and (iv) ratification of selection of independent accountants. Voting rights
for Directors are not cumulative. Class A shares of Americas Income to be
issued to Worldwide DollarVest stockholders in the Reorganization will be
fully paid and non-assessable and will have no preemptive rights. Each share
of Americas Income common stock is entitled to participate equally in
dividends declared by the Fund and in the net assets of the Fund on
liquidation or dissolution after satisfaction of outstanding liabilities,
except that Class B, Class C and Class D shares bear certain additional
expenses not borne by Class A shares.
Dividends
Americas Income pays dividends from net investment income, if any,
monthly, and distributes all net realized capital gains to stockholders at
least annually. Worldwide DollarVest pays dividends monthly and distributes
all or a portion of its net investment income monthly. Net capital gains, if
any, are distributed to Worldwide DollarVest stockholders at least annually.
See "Your Account--Dividends and Taxes" in the Americas Income Prospectus.
<PAGE>
Automatic Dividend Reinvestment Plan
Each Fund offers its stockholders an Automatic Dividend Reinvestment
Plan (each, a "Plan" and together, the "Plans"). Pursuant to the Plans,
dividends will be automatically reinvested, without sales charge, in
additional full and fractional shares of the relevant Fund unless a
stockholder has elected to receive such dividends in cash. For further
information about the Americas Income Plan, see "Shareholder
Services--Automatic Dividend Reinvestment Plan" in the Americas Income
Statement.
After the Reorganization, a Worldwide DollarVest stockholder who has
elected to receive dividends in cash will continue to receive dividends in
cash; all other Worldwide DollarVest stockholders will have their dividends
automatically reinvested in shares of the Combined Fund. However, if a
stockholder owns shares of both Funds, after the Reorganization the
stockholder's election with respect to the dividends of Americas Income will
control unless the stockholder specifically elects a different option at that
time.
Tax Information
The tax consequences associated with investment in shares of
Worldwide DollarVest are substantially identical to the tax consequences
associated with investment in shares of Americas Income. See "Your
Account--Dividends and Taxes" in the Americas Income Prospectus.
Portfolio Transactions
The procedures for engaging in portfolio transactions are generally
the same for both Worldwide DollarVest and Americas Income. For a discussion
of these procedures, see "Portfolio Transactions and Brokerage" in the
Americas Income Statement.
Each Fund may effect portfolio transactions on foreign securities
exchanges and may incur settlement delays on certain of such exchanges. In
addition, costs associated with transactions in foreign securities are
generally higher than such costs associated with transactions in U.S.
securities.
Portfolio Turnover
Generally, Americas Income does not purchase securities for short
term trading profits. However, Americas Income may dispose of securities
without regard to the time that they have been held when such action, for
defensive or other reasons, appears advisable to MLAM. Americas Income has no
limit on its rate of portfolio turnover. The portfolio turnover rates for
Americas Income for its fiscal years ended December 31, 1998 and 1999 were
618.06% and 164.23%, respectively. Worldwide DollarVest may engage in active
short-term trading to benefit from yield disparities among different issues of
securities, to seek short-term profits during periods of fluctuating interest
rates or for other reasons. For its fiscal years ended November 30, 1998 and
1999, the portfolio turnover rates of Worldwide DollarVest were 626.23% and
92.46%, respectively. The decreased portfolio turnover rate for the 1999
fiscal years of each Fund resulted from a decrease in market volatility. A
high portfolio turnover involves certain tax consequences such as an increase
in capital gain dividends or in ordinary income dividends of accrued market
discount; and correspondingly greater transaction costs in the form of dealer
spreads and brokerage commissions, which are borne directly by the Fund.
Following the Reorganization, Worldwide DollarVest stockholders will be
invested in a Fund with a generally higher portfolio turnover.
Additional Information
Net Asset Value. Americas Income determines the net asset value of
each class of its shares once daily as of the close of business on the NYSE on
each day during which the NYSE is open for trading based on prices at the time
of closing. The NYSE generally closes at 4:00 p.m., Eastern time. Net asset
value is computed by dividing the market value of the securities held by the
Fund plus any cash or other assets (including interest and dividends accrued
but not yet received) minus all liabilities (including accrued expenses) by
the total number of shares outstanding at such time. Worldwide DollarVest
calculates net asset value in the same manner, but on a weekly, rather than a
daily basis.
<PAGE>
Stockholder Services. Americas Income offers a number of stockholder
services and investment plans designed to facilitate investment in shares of
the Fund. In addition, U.S. stockholders of each class of shares of Americas
Income have an exchange privilege with certain other funds that use Select
Pricing. Americas Income stockholders benefit from other services not offered
to Worldwide DollarVest stockholders including an Automatic Investment Plan
and a Systematic Withdrawal Plan. For a description of these services, see
"Shareholder Services" in the Americas Income Prospectus.
Custodian. Brown Brothers Harriman & Co. acts as custodian of the
cash and securities of Americas Income and The Bank of New York acts as
custodian of the cash and securities of Worldwide DollarVest. The principal
business address of Brown Brothers Harriman & Co. is 40 Water Street, Boston,
Massachusetts 02109. The principal business address of The Bank of New York is
90 Washington Street, 12th Floor, New York, New York 10286. It is presently
anticipated that Brown Brothers Harriman & Co. will serve as the custodian of
the Combined Fund.
Transfer Agent, Dividend Disbursing Agent and Stockholder Servicing
Agent. Financial Data Services, Inc. ("FDS"), 4800 Deer Lake Drive East,
Jacksonville, Florida 32246-6484, an affiliate of MLAM and FAM, serves as the
transfer agent, dividend disbursing agent and stockholder servicing agent with
respect to Americas Income (the "Transfer Agent"). For the fiscal year ended
December 31, 1999, Americas Income paid FDS fees totaling $63,927. The
transfer agent, dividend disbursing agent and registrar for the shares of
Worldwide DollarVest is The Bank of New York, 101 Barclay Street, New York,
New York 10286. FDS will serve as the transfer agent, dividend disbursing
agent and stockholder servicing agent for the Combined Fund.
Capital Stock. Worldwide DollarVest has an authorized capital of
200,000,000 shares of capital stock, par value $.10 per share, all of which
are classified as common stock. Americas Income has an authorized capital of
400,000,000 shares of common stock, par value $.10 per share, divided into
four classes, designated Class A, Class B, Class C and Class D Common Stock,
each of which consists of 100,000,000 shares. The rights, preferences and
expenses attributable to the shares of Worldwide DollarVest differ in certain
respects, as described herein, from those of the Class A shares of Americas
Income.
Stockholder Inquiries. Stockholder inquiries with respect to
Worldwide DollarVest and Americas Income may be addressed to either Fund by
telephone at (609) 282-2800 or at the address set forth on the cover page of
this Proxy Statement and Prospectus.
THE REORGANIZATION
General
Under the Agreement and Plan (attached hereto as Exhibit I), Americas
Income will acquire substantially all of the assets, and will assume
substantially all of the liabilities, of Worldwide DollarVest, in exchange
solely for an equal aggregate value of Class A shares to be issued by Americas
Income. Upon receipt by Worldwide DollarVest of such shares, Worldwide
DollarVest will distribute the shares to the holders of shares of Worldwide
DollarVest, as described below.
Generally, the assets transferred by Worldwide DollarVest to Americas
Income will equal all investments of Worldwide DollarVest held in its
portfolio as of the Valuation Time (as defined in the Agreement and Plan) and
all other assets of Worldwide DollarVest as of such time.
Worldwide DollarVest will distribute the Class A shares of Americas
Income received by it pro rata to its stockholders in exchange for such
stockholders' proportional interests in Worldwide DollarVest. The shares of
Americas Income received by Worldwide DollarVest stockholders will have the
same aggregate net asset value as each such stockholder's interest in
Worldwide DollarVest as of the Valuation Time (previously defined as the
"Corresponding Shares"). (See "Terms of the Agreement and Plan--Valuation
of Assets and Liabilities" for information concerning the calculation of net
asset value.) The distribution will be accomplished by opening new accounts on
the books of Americas Income in the names of all stockholders of Worldwide
DollarVest and transferring to each stockholder's account the Corresponding
Shares of Americas Income representing such stockholder's interest previously
credited to the account of Worldwide DollarVest.
<PAGE>
Since the Corresponding Shares of Americas Income will be issued at
net asset value and the shares of Worldwide DollarVest will be valued at net
asset value for the purposes of the exchange by the stockholders of Worldwide
DollarVest of such shares for the Corresponding Shares, the holders of shares
of Worldwide DollarVest will not be diluted as a result of the Reorganization.
However, as a result of the Reorganization, a stockholder of Worldwide
DollarVest or Americas Income would hold a reduced percentage of ownership in
the Combined Fund than he or she did in Worldwide DollarVest or Americas
Income prior to the Reorganization.
Procedure
On April 26, 2000, the Board of Directors of Worldwide DollarVest,
including all of the Directors who are not "interested persons," as defined by
the Investment Company Act, approved the Agreement and Plan and the submission
of such Agreement and Plan to Worldwide DollarVest stockholders for approval.
The Board of Directors of Americas Income, including all of the Directors who
are not interested persons, also approved the Agreement and Plan on April 26,
2000.
As a result of such Board approvals, the Funds have jointly filed
this Proxy Statement and Prospectus with the SEC soliciting a vote of the
stockholders of Worldwide DollarVest to approve the Reorganization. The costs
of such solicitation are to be paid by American Income after the
Reorganization so as to be borne equally and exclusively on a per share basis
by the holders of Common Stock of each Fund. The annual meeting of the
stockholders of Worldwide DollarVest will be held on August 23, 2000. If the
stockholders of Americas Income approve the proposed changes to that Fund's
investment objective and policies, the stockholders of Worldwide DollarVest
approve the Reorganization at the Meeting, all required regulatory approvals
are obtained and certain conditions are either met or waived, it is presently
anticipated that the Reorganization will take place during the third calendar
quarter of 2000.
The Board of Directors of Worldwide DollarVest recommends that
Worldwide DollarVest stockholders vote FOR approval of the Agreement and Plan.
Terms of the Agreement and Plan
The following is a summary of the significant terms of the Agreement
and Plan. This summary is qualified in its entirety by reference to the
Agreement and Plan, attached hereto as Exhibit I.
Valuation of Assets and Liabilities. The respective assets of
Worldwide DollarVest and Americas Income will be valued as of the Valuation
Time. The valuation procedures are the same for both Funds: net asset value
per share of the common stock of each Fund will be determined as of the close
of business on the NYSE (generally, 4:00 p.m., Eastern time) on the Valuation
Date (as defined in the Agreement and Plan) based on prices at the time of
closing. For the purpose of determining the net asset value of a share of
common stock of each Fund, the value of the securities held by the issuing
Fund plus any cash or other assets (including interest accrued but not yet
received) minus all liabilities (including accrued expenses) is divided by the
total number of shares of common stock of the issuing Fund outstanding at such
time. Daily expenses, including the fees payable to FAM or MLAM, will accrue
on the Valuation Date.
Distribution of Americas Income Shares. On the next full business day
following the Valuation Time (the "Exchange Date"), Americas Income will issue
to Worldwide DollarVest a number of Class A shares the aggregate net asset
value of which will equal the aggregate net asset value of shares of Worldwide
DollarVest as of the Valuation Time. Each holder of Worldwide DollarVest
shares will receive, in exchange for his or her proportionate interest in
Worldwide DollarVest, Corresponding Shares of Americas Income having the same
aggregate net asset value as the Worldwide DollarVest shares held by such
stockholder as of the Valuation Time.
Expenses. Americas Income shall pay, subsequent to the Exchange Date,
all expenses incurred in connection with the Reorganization including but not
limited to, all costs related to the preparation and distribution of materials
distributed to each Fund's Board of Directors, expenses incurred in connection
with the preparation of the Agreement and Plan of Reorganization, a
registration statement on Form N-14 and a private letter ruling request
submitted to the IRS, Commission and state securities commission filing fees
and legal and audit fees in connection with the Reorganization, costs of
printing and distributing this Proxy Statement and Prospectus, legal fees
incurred preparing each Fund's board materials, attending each Fund's board
meetings and preparing the minutes, accounting fees associated with each
Fund's financial statements, portfolio transfer taxes (if any) and any similar
expenses incurred in connection with the Reorganization. In this regard,
expenses of the Reorganization will be deducted from the assets of the
Combined Fund so as to be borne equally and exclusively on a per share basis
by the stockholders of each of the Funds. Neither Fund shall pay any expenses
of its stockholders arising out of or in connection with the Reorganization.
Required Approvals. Under Worldwide DollarVest's Articles of
Incorporation (as amended to date) and relevant Maryland law, stockholder
approval of the Agreement and Plan requires the affirmative vote of Worldwide
DollarVest stockholders representing a majority of the total number of votes
issued and outstanding and entitled to be cast thereon.
Deregistration and Dissolution. Following the transfer of the assets
and liabilities of Worldwide DollarVest to Americas Income and the
distribution of Corresponding Shares of Americas Income to Worldwide
DollarVest stockholders, Worldwide DollarVest will terminate its registration
under the Investment Company Act and its incorporation under Maryland law and
will withdraw its authority to do business in any state where it is required
to do so.
Amendments and Conditions. The Agreement and Plan may be amended at
any time prior to the Exchange Date with respect to any of the terms therein.
The obligations of Worldwide DollarVest and Americas Income pursuant to the
Agreement and Plan are subject to various conditions, including the approval
by Americas Income stockholders of certain amendments to the Americas Income
investment objective and policies, a registration statement on Form N-14 filed
by Americas Income being declared effective by the Commission, approval of the
Reorganization by Worldwide DollarVest stockholders, a favorable IRS ruling or
an opinion of counsel being received as to tax matters, an opinion of counsel
being received as to securities matters and the continuing accuracy of various
representations and warranties of Worldwide DollarVest and Americas Income
being confirmed by the respective parties.
Termination, Postponement and Waivers. The Agreement and Plan may be
terminated, and the Reorganization abandoned, at any time prior to the
Exchange Date, whether before or after adoption thereof by the Worldwide
DollarVest stockholders or the Exchange Date may be postponed: (i) by mutual
consent of the Boards of Directors of Worldwide DollarVest and Americas
Income; (ii) by the Board of Directors of Worldwide DollarVest if any
condition to Worldwide DollarVest's obligations has not been fulfilled or
waived by such Board; or (iii) by the Board of Directors of Americas Income if
any condition to Americas Income's obligations has not been fulfilled or
waived by such Board.
Potential Benefits to Stockholders as a Result of the Reorganization
MLAM and the Board of Directors of Worldwide DollarVest have
determined that stockholders are likely to benefit from the Reorganization.
First, following the Reorganization, Worldwide DollarVest stockholders will be
invested in an open-end fund that has investment objectives and policies
similar, though not identical, to those of Worldwide DollarVest. In addition,
Worldwide DollarVest stockholders are likely to experience certain additional
benefits, including lower expenses per share, economies of scale and greater
flexibility in portfolio management.
Specifically, after the Reorganization the total operating expenses
per share of the Combined Fund, as a percent of net assets, are estimated to
be less than the current operating expenses per share for Worldwide
DollarVest. See "Summary--Pro Forma Fee Tables." In addition, certain
fixed costs, such as costs of printing stockholder reports and proxy
statements, legal expenses, audit fees, registration fees, mailing costs and
other expenses would be spread across a larger asset base, thereby lowering
the expense ratio borne by Worldwide DollarVest stockholders. As of February
29, 2000, the total operating expense ratio per share for Americas Income
Class A shares was 1.87% (based on Class A net assets of approximately
$1,666,175); the total operating expense ratio per share for Worldwide
DollarVest was 1.20% (excluding leverage and interest expense fees) and 2.03%
(including leverage and interest expense fees) (based on net assets of
approximately $41,840,793).
If the Reorganization had taken place on February 29, 2000, the total
operating expense ratio per share for the Combined Fund Class A shares on a
pro forma basis would have been 1.19% (excluding leverage and interest expense
fees) and 1.67% (including leverage and interest expense fees) based on Class
A net assets of approximately $43,506,968 and total fund net assets of
approximately $72,761,486). After the Reorganization, on a pro forma basis,
the total operating expense ratio per Class A share of the Combined Fund would
be .01% lower than Worldwide DollarVest's total annualized operating expense
ratio when leverage is excluded and 0.36% lower when leverage is included.
<PAGE>
The following table sets forth (i) the net assets of Worldwide
DollarVest as of the last three fiscal year ends and as of February 29, 2000
and (ii) the net assets of Americas Income as of the last three fiscal year
ends and as of February 29, 2000.
Net Assets for the Dates Indicated
<TABLE>
<CAPTION>
Americas Income Worldwide DollarVest
- ------------------------------------------------------------------- -------------------------------------------------
Total Net Assets of
Net Assets Class A Shares Net Assets
----------------- -------------- -----------------
<S> <C> <C> <C>
As of February 29, 2000 $30,920,693 $1,666,175 As of February 29, 2000 $41,840,793
As of December 31, 1999 $32,094,703 $1,733,951 As of November 30, 1999 $40,114,169
As of December 31, 1998 $43,408,227 $1,988,060 As of November 30, 1998 $41,806,480
As of December 31, 1997 $99,863,459 $4,842,349 As of November 30, 1997 $100,173,640
</TABLE>
As of February 29, 2000, the net assets of Worldwide DollarVest are
greater than the net assets of Americas Income. MLAM believes that the
economies of scale that may be realized as a result of the Reorganization
would be beneficial to Worldwide DollarVest stockholders.
Stockholders of WorldWide DollarVest may also benefit from becoming
stockholders in an open-end fund after the Reorganization. For example, shares
of Worldwide DollarVest are not redeemable and may only be sold on the NYSE
through a registered broker-dealer thereby incurring a brokerage commission
set by the broker-dealer, or sold through privately negotiated transactions
with existing stockholders at the market price, which may be higher or lower
than the net asset value of the shares. Shares in Americas Income, as an
open-end Fund, however, may be redeemed on any day on which the NYSE is open
for trading at their net asset value.
Based on the foregoing, the Board of Directors of Worldwide
DollarVest concluded that the Reorganization presents no significant risks or
costs (including legal, accounting and administrative costs) that would
outweigh the benefits discussed above. In approving the Reorganization, the
Board of Directors of each Fund determined that the interests of existing
stockholders of that Fund would not be diluted as a result of the
Reorganization.
Tax Consequences of the Reorganization
General. The Reorganization has been structured with the intention
that it qualify for Federal income tax purposes as a tax-free reorganization
under Section 368(a)(1)(D) of the Code. Worldwide DollarVest and Americas
Income have elected and qualified for the special tax treatment afforded
"regulated investment companies" under the Code, and Americas Income intends
to continue to so qualify after the Reorganization. Worldwide DollarVest and
Americas Income have jointly requested a private letter ruling from the IRS to
the effect that for Federal income tax purposes: (i) the transfer of
substantially all of the assets of Worldwide DollarVest to Americas Income in
exchange solely for shares of Americas Income as provided in this Agreement
will constitute a reorganization within the meaning of Section 368(a)(1)(D) of
the Code, and Worldwide DollarVest and Americas Income will each be deemed to
be a "party" to the Reorganization within the meaning of Section 368(b) of the
Code; (ii) in accordance with Section 361(a) of the Code, no gain or loss will
be recognized to Worldwide DollarVest as a result of the asset transfer solely
in exchange for Americas Income shares or on the distribution of the Americas
Income stock to Worldwide DollarVest stockholders under Section 361(c)(1) of
the Code; (iii) under Section 1032 of the Code, no gain or loss will be
recognized to Americas Income on the receipt of assets of Worldwide DollarVest
in exchange for Americas Income shares; (iv) in accordance with Section
354(a)(1) of the Code, no gain or loss will be recognized to the stockholders
of Worldwide DollarVest on the receipt of Corresponding Shares of Americas
Income in exchange for their shares of Worldwide DollarVest; (v) in accordance
with Section 362(b) of the Code, the tax basis of the Worldwide DollarVest
assets in the hands of Americas Income will be the same as the tax basis of
such assets in the hands of Worldwide DollarVest immediately prior to the
consummation of the Reorganization; (vi) in accordance with Section 358 of the
Code, immediately after the Reorganization, the tax basis of the Corresponding
Shares of Americas Income received by the stockholders of Worldwide DollarVest
in the Reorganization will be equal to the tax basis of the shares of
Worldwide DollarVest surrendered in exchange; (vii) in accordance with Section
<PAGE>
1223 of the Code, a stockholder's holding period for the Corresponding Shares
of Americas Income will be determined by including the period for which such
stockholder held the shares of Worldwide DollarVest exchanged therefor,
provided that such Worldwide DollarVest shares were held as a capital asset;
(viii) in accordance with Section 1223 of the Code, Americas Income's holding
period with respect to the Worldwide DollarVest assets transferred will
include the period for which such assets were held by Worldwide DollarVest;
and (ix) the taxable year of Worldwide DollarVest will end on the effective
date of the Reorganization, and pursuant to Section 381(a) of the Code and
regulations thereunder, Americas Income will succeed to and take into account
certain tax attributes of Worldwide DollarVest, such as earnings and profits,
capital loss carryovers and method of accounting.
Under Section 381(a) of the Code, Americas Income will succeed to and
take into account certain tax attributes of Worldwide DollarVest, including,
but not limited to, earnings and profits, any net operating loss carryovers,
any capital loss carryovers and method of accounting. The Code, however,
contains special limitations with regard to the use of net operating losses,
capital losses and other similar items in the context of certain
reorganizations, including a tax-free reorganizations pursuant to Section
368(a)(1)(D) of the Code, which could reduce the benefit of these attributes
to Americas Income. Americas Income and Worldwide DollarVest both have
significant net realized capital losses. After the Reorganization, Worldwide
DollarVest stockholders may benefit from the ability of Americas Income to
offset these capital losses against its realized capital gains, if any,
subject to certain limitations.
Stockholders should consult their tax advisers regarding the effect
of the Reorganization in light of their individual circumstances. As the
foregoing relates only to Federal income tax consequences, stockholders also
should consult their tax advisers as to the foreign, state and local tax
consequences of the Reorganization.
Status as a Regulated Investment Company. Both Worldwide DollarVest
and Americas Income have elected and qualified to be taxed as regulated
investment companies under Sections 851-855 of the Code, and after the
Reorganization, Americas Income intends to continue to operate so as to
qualify as a regulated investment company.
Capitalization
The following table sets forth as of February 29, 2000 (i) the
capitalization of Worldwide DollarVest, (ii) the capitalization of Americas
Income and (iii) the capitalization of the Combined Fund as adjusted to give
effect to the Reorganization.
<TABLE>
<CAPTION>
Pro Forma Capitalization of Americas Income as a whole,
Americas Income Class A Shares, Worldwide DollarVest,
Combined Fund as a whole and Combined Fund Class A Shares
as of February 29, 2000
Americas Americas Income Worldwide Combined Combined
Income as a Class A Shares DollarVest Fund as a Fund Class A
whole whole (1) Shares (1)
---------------- -- ----------------- -- -------------- -- ------------- --------------
<S> <C> <C> <C> <C> <C>
Total Net Assets: $30,920,693 $1,666,175 $41,840,793 $72,761,486 $43,506,968
Shares Outstanding: 4,860,401 261,303 6,494,144 11,440,485 6,819,274
Net Asset Value
Per Share: $6.36 $6.38 $6.44 $6.36 $6.38
</TABLE>
- ---------------------
(1) Total Net Assets and Net Asset Value Per Share include the aggregate
value of the net assets of Worldwide DollarVest that would have been
transferred to Americas Income had the Reorganization been
consummated on February 29, 2000. The data does not take into account
expenses incurred in connection with the Reorganization or the actual
number of shares that would have been issued. No assurance can be
given as to how many shares of Americas Income the Worldwide
DollarVest stockholders will receive on the date the Reorganization
takes place, and the foregoing should not be relied upon to reflect
the number of shares of Americas Income that actually will be
received by Worldwide DollarVest stockholders on or after such date.
<PAGE>
Although the Reorganization is expected to result in a reduction in
net asset value per share of the Combined Fund of approximately $.06 as a
result of the estimated costs of the Reorganization, the management of each
Fund advised its Board that it expects that such costs would be recovered
within approximately years after the Exchange Date due to a decrease in
the operating expense ratio.
ITEM 2. ELECTION OF DIRECTORS
At the Meeting, the Board of Directors for Worldwide DollarVest will
be elected to serve until the next Annual Meeting of Stockholders and until
their successors are elected and qualified. If the stockholders of Worldwide
DollarVest approve the Reorganization, then the Board of Directors of
Worldwide DollarVest elected at the Meeting will serve until the completion of
the Reorganization. If the stockholders of Worldwide DollarVest vote against
the Reorganization, then the Board of Directors of Worldwide DollarVest
elected at the Meeting will continue to serve until the next Annual Meeting of
Stockholders. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) in favor of the nine
persons designated as Directors to be elected by the holders of Common Stock.
The Directors of Worldwide DollarVest know of no reason why any of
these nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominee
or nominees as the Board of Directors may recommend.
Certain information concerning the nominees is set forth below.
<TABLE>
<CAPTION>
Principal Occupation During Past Director
Name and Address Age Five Years and Public Directorships(1) Since
---------------- ---
<S> <C> <C>
Ronald W. Forbes(1)(3)......................... 59 Professor of Finance, School of Business, N/A
1400 Washington Avenue State University of New York at Albany,
Albany, New York 12222 since 1989; Consultant, Urban Institute,
Washington, D.C. since 1995.
Terry K. Glenn(1)*............................ 59 Executive Vice President of FAM and MLAM 1999
P.O. Box 9011 (which terms as used herein include their
Princeton, New Jersey 08543-9011 corporate predecessors) since 1983;
Executive Vice President and Director of
Princeton Services, Inc. ("Princeton
Services") since 1993; President of
Princeton Funds Distributor, Inc. ("PFD")
since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P.
("Princeton Administrators") since 1988.
Cynthia A. Montgomery(1)(3).................... 47 Professor, Harvard Business School since N/A
Harvard Business School 1989; Associate Professor, J.L. Kellogg
Soldiers Field Road Graduate School of Management, Northwestern
Boston, Massachusetts 02163 University from 1985 to 1989; Assistant
Professor, Graduate School of Business
Administration, The University of Michigan
from 1979 to 1985; Director, UNUM Provident
Corporation since 1990 and Director, Newell
Rubbermaid since 1995.
<PAGE>
Charles C. Reilly(1)(2)....................... 68 Self-employed financial consultant since 1994
9 Hampton Harbor Road 1990; President and Chief Investment Officer
Hampton Bays, New York 11946 of Verus Capital, Inc. from 1979 to 1990;
Senior Vice President of Arnhold and S.
Bleichroeder, Inc. from 1973 to 1990;
Adjunct Professor, Columbia University
Graduate School of Business from 1990 to
1991; Adjunct Professor, Wharton School, The
University of Pennsylvania from 1989 to
1990; Partner, Small Cities Cable Television
from 1986 to 1997.
Kevin A. Ryan(1)(3)............................. 67 Founder and current Director of The Boston N/A
127 Commonwealth Avenue University Center for the Advancement of
Chestnut Hill, Ethics and Character; Professor of Education
Massachusetts 02167 at Boston University since 1982; formerly
taught on the faculties of The University of
Chicago, Stanford University and Ohio State
University.
Roscoe S. Suddarth(1)(2)........................ 65 President, Middle East Institute, since 2000
1761 N Street, N.W. 1995; Foreign Service Officer, United States
Washington, D.C. 20036 Foreign Service, from 1961 to 1995; Career
Minister, from 1989 to 1995; U.S. Ambassador
to the Hashemite Kingdom of Jordan, from
1987 to 1990; Deputy Inspector General, U.S.
Department of State, from 1991 to 1994.
Richard R. West(1)(2)........................... 62 Professor of Finance since 1984, Dean from 1994
Box 604 1984 to 1993, and currently Dean Emeritus of
Genoa, Nevada 89411 New York University, Leonard N. Stern School
of Business Administration; Director of
Bowne & Co., Inc. (financial printers),
Vornado Realty Trust, Inc. (real estate
holding company), Vornado Operating Company,
Inc. and Alexander's Inc. (real estate
company).
Arthur Zeikel(1)*............................. 67 Chairman of FAM and MLAM from 1997 to 1999; 1994
300 Woodland Avenue President of FAM and MLAM from 1977 to 1997;
Westfield, New Jersey 07090 Chairman of Princeton Services from 1997 to
1999 and Director thereof from 1993 to 1999;
President of Princeton Services from 1993 to
1997; Executive Vice President of ML & Co.
from 1990 to 1999.
Edward D. Zinbarg(1)(2)....................... 65 Self-employed financial consultant since 1994
5 Hardwell Road 1994; Executive Vice President of the
Short Hills, New Jersey 07078-2117 Prudential Insurance Company of America from
1988 to 1994; Former Director of Prudential
Reinsurance Company and former Trustee of
The Prudential Foundation.
</TABLE>
- ------------
(1) Each of the nominees is a director, trustee or member of an advisory
board of one or more additional investment companies for which FAM,
MLAM or their affiliates act as investment adviser.
(2) Member of Audit Committee of the Board of Directors.
(3) Nominees for election as a Director; not currently on the Board. If
elected each nominee will be a Disinterested Director and a member of
the Audit Committee.
* Interested person, as defined in the Investment Company Act, of the Fund.
Committee and Board Meetings
The Board of Worldwide DollarVest has a standing Audit Committee,
which consists of Directors who are not "interested persons" of the Fund
within the meaning of the Investment Company Act. The principal purpose of the
Audit Committee is to review the scope of the annual audit conducted by
Worldwide DollarVest's independent auditors and the evaluation by such
auditors of the accounting procedures followed by Worldwide DollarVest. The
Audit Committee also reviews and nominates candidates to serve as
non-affiliated Directors. The Audit Committee generally will not consider
nominees recommended by shareholders of the Fund. The non-interested Directors
have retained independent legal counsel to assist them in connection with
these duties.
During Worldwide DollarVest's last fiscal year, each of the Directors
then in office attended at least 75% of the aggregate of the total number of
meetings of the Board held during the fiscal year and, if a member, of the
total number of meetings of the Audit Committee held during the period for
which he or she served.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the officers and Directors of Worldwide DollarVest
and persons who own more than ten percent of a registered class of Worldwide
DollarVest's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the SEC and the NYSE. Officers, directors
and greater than ten percent stockholders are required by SEC regulations to
furnish Worldwide DollarVest with copies of all Forms 3, 4 and 5 they file.
Based solely on Worldwide DollarVest's review of the copies of such
forms, and amendments thereto, furnished to it during or with respect to its
most recent fiscal year, and written representations from certain reporting
persons that they were not required to file Form 5 with respect to the most
recent fiscal year, Worldwide DollarVest believes that all of its officers,
directors, greater than ten percent beneficial owners and other persons
subject to Section 16 of the Exchange Act because of the requirements of
Section 30 of the Investment Company Act (i.e., any advisory board member,
investment adviser or affiliated person of Worldwide DollarVest's investment
adviser) have complied with all filing requirements applicable to them with
respect to transactions during Worldwide DollarVest's most recent fiscal year,
except that Ira P. Shapiro inadvertently made a late Form 3 filing reporting
his appointment as Secretary, which filing indicated that he owned no shares
of the Fund, and that a former Director inadvertently made a late Form 3 filing
reporting his appointment as Director, which filing indicated that he owned no
shares of the Fund.
Interested Persons
Worldwide DollarVest considers Mr. Zeikel and Mr. Glenn to be
"interested persons" of Worldwide DollarVest within the meaning of Section
2(a)(19) of the Investment Company Act because of the positions each holds or
has held with FAM and its affiliates. Mr. Glenn is the President of Worldwide
DollarVest.
Compensation of Directors
FAM, the investment adviser of Worldwide DollarVest, pays all
compensation to all officers of Worldwide DollarVest and all Directors of
Worldwide DollarVest who are affiliated with ML & Co. or its subsidiaries.
Worldwide DollarVest pays each Director not affiliated with FAM (each a
"non-affiliated Director") an annual fee of $2000 plus $500 for each meeting
attended, and also pays each member of its Audit Committee, which consists of
all of the non-affiliated Directors, $500 for each meeting attended, together
with such Director's out-of-pocket expenses relating to attendance at such
meetings. These fees and expenses aggregated $ for the fiscal year ended
November 30, 1999.
The following table sets forth for the fiscal year ended November 30,
1999 compensation paid by the Fund to the non-affiliated Directors and, for
the calendar year ended December 31, 1999, the aggregate compensation paid by
all registered investment companies advised by FAM and its affiliate, MLAM
("FAM/MLAM advised funds") to the non-affiliated Directors.
<TABLE>
<CAPTION>
Aggregate Compensation
from Fund
and Other FAM/MLAM
Pension or Retirement Advised
Name of Compensation Benefit accrued as Part Funds Paid to
Director/Nominee from Fund of Fund Expenses Directors/Nominees
- ---------------------------- ------------ ----------------------- ----------------------
<S> <C> <C> <C>
Ronald W. Forbes(1)(2) $0 None $213,900
Cynthia A. Montgomery (1)(2) $0 None $213,900
Charles C. Reilly(1) $6,000 None $400,025
Kevin A. Ryan(1)(2) $0 None $213,900
Roscoe S. Suddarth(1) $0 None $0
Richard R. West(1) $6,000 None $388,775
Edward D. Zinbarg(1) $6,000 None $140,875
</TABLE>
- ----------
(1) The Directors/Nominees serve on the Boards of FAM/MLAM advised funds as
follows: Mr. Forbes (36 registered investment companies consisting of 49
portfolios), Ms. Montgomery (36 registered investment companies
consisting of 49 portfolios), Mr. Reilly (55 registered investment
companies consisting of 69 portfolios), Mr. Ryan (36 registered
investment companies consisting of 49 portfolios), Ambassador Suddarth (6
registered investment companies consisting of 4 portfolios), Mr. West (65
registered investment companies consisting of 72 portfolios) and Mr.
Zinbarg (18 registered investment companies consisting of 18 portfolios).
(2) Messrs. Forbes and Ryan and Ms. Montgomery are nominees for Director but
do not currently serve as Directors of Worldwide DollarVest. Mr. Suddarth
was appointed to the Board in January 2000 and received no fees from the
Fund in 1999.
Officers of the Fund. The Board of Directors has elected five
officers of the Fund. The following table sets forth information concerning
each of these officers:
<TABLE>
<CAPTION>
Name and Principal Occupation Office Age Officer Since
----------------------------- ------ --- -------------
<S> <C> <C> <C>
Terry K. Glenn....................................................... President 59 1994*
Executive Vice President of FAM and MLAM since 1983; Executive Vice
President and Director of Princeton Services since 1993; President
of PFD since 1986 and Director thereof since 1991; President of
Princeton Administrators, L.P. since 1988.
Joseph T. Monagle, Jr................................................ Senior Vice 51 1994
Senior Vice President of FAM and MLAM and Department Head of the President
Global Fixed Income Division since 1990; Vice President of MLAM from
1978 to 1990; Senior Vice President of Princeton Services since 1993.
Vincent T. Lathbury, III............................................. Vice President 59 1998
First Vice President of MLAM since 1997; Vice President of MLAM from
1992 to 1997; Portfolio Manager of MLAM since 1982.
Donald C. Burke...................................................... Vice President 39 1994
Senior Vice President and Treasurer of FAM and MLAM since 1999; and
Treasurer Senior Vice President and Treasurer of Princeton Services since
1999; Vice President of PFD since 1999; First Vice President of MLAM from
1997 to 1999; Vice President of MLAM from 1990 to 1997; Director of
Taxation of MLAM since 1990.
Ira P. Shapiro....................................................... Secretary 36 1999
First Vice President of MLAM since 1998; Director (Legal Advisory)
of MLAM from 1997 to 1998; Vice President of MLAM from 1996 to 1997;
Attorney with MLAM and FAM from 1993 to 1997.
</TABLE>
* Mr. Glenn was elected President of the Fund in 1999. Prior to that
he served as Executive Vice President of the Fund.
ITEM 3. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of Worldwide DollarVest, including a majority
of the Directors who are not interested persons of the Fund, has selected
independent auditors to examine the financial statements of Worldwide
DollarVest for Worldwide DollarVest's current fiscal year. Deloitte & Touche
LLP ("D&T") acts as independent auditors for Worldwide DollarVest. The current
fiscal year for Worldwide DollarVest is the fiscal year ending November 30,
2000.
Worldwide DollarVest does not know or any direct or indirect
financial interest of such auditors in Worldwide DollarVest. Such appointment
is subject to ratification or rejection by the stockholders of Worldwide
DollarVest. If the stockholders of Worldwide DollarVest approve the
Reorganization, then the independent auditors selected at the Meeting will
serve as the independent auditors of Worldwide DollarVest until the completion
of the Reorganization. If the stockholders of Worldwide DollarVest vote
against the Reorganization, then the independent auditors selected at the
Meeting will continue to serve as independent auditors until the next Annual
Meeting of Stockholders. Unless a contrary specification is made, the
accompanying proxy of Worldwide DollarVest will be voted in favor of ratifying
the selection of D&T as auditors.
D&T also acts as independent auditors for ML & Co. and most of its
subsidiaries, including FAM and MLAM, and for most other investment companies
for which FAM or MLAM acts as investment adviser (including Americas Income).
The Board of Directors of Worldwide DollarVest considered the fact that D&T
have been retained as the independent auditors for ML & Co. and the other
entities described above in its evaluation of the independence of D&T with
respect to each applicable Fund.
Representatives of the independent auditors are expected to be
present at the Meeting and will have the opportunity to make a statement if
they so desire and to respond to questions from stockholders.
<PAGE>
INFORMATION CONCERNING THE ANNUAL MEETING
Date, Time and Place of Meeting
The Meeting will be held on August 23, 2000, at the offices of
Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New
Jersey at 10:00 a.m., Eastern time.
Solicitation, Revocation and Use of Proxies
A stockholder executing and returning a proxy has the power to revoke
it at any time prior to its exercise by executing a superseding proxy or by
submitting a notice of revocation to the Secretary of Worldwide DollarVest.
Although mere attendance at the Meeting will not revoke a proxy, a stockholder
present at the Meeting may withdraw his proxy and vote in person.
All shares represented by properly executed proxies, unless such
proxies previously have been revoked, will be voted at the Meeting in
accordance with the directions on the proxies; if no direction is indicated on
a properly executed proxy, such shares will be voted (i) "FOR" approval of the
Agreement and Plan, (ii) "FOR" the election of the nominees to the Board of
Directors, and (iii) "FOR" the ratification of the selection of D&T as
independent accountants.
It is not anticipated that any other matters will be brought before
the Meeting. If, however, any other business properly is brought before the
Meeting, proxies will be voted in accordance with the judgment of the persons
designated on such proxies.
Record Date and Outstanding Shares
Only holders of record of shares of Worldwide DollarVest at the close
of business on June 27, 2000 (the "Record Date") are entitled to vote at the
Meeting or any adjournment thereof. At the close of business on the Record
Date, there were shares of Worldwide DollarVest common stock issued and
outstanding and entitled to vote.
Security Ownership of Certain Beneficial Owners and Management of Worldwide
DollarVest and Americas Income
To the knowledge of Worldwide DollarVest, no person or entity owned
beneficially or of record 5% or more of the shares of Worldwide DollarVest
outstanding on the Record Date.
At the Record Date, the Directors and officers of Worldwide
DollarVest as a group (9 persons) owned an aggregate of less than 1% of the
outstanding shares of Worldwide DollarVest and owned less than 1% of the
outstanding shares of common stock of ML & Co.
To the knowledge of Worldwide DollarVest, no person or entity owned
beneficially or of record 5% or more of the shares of Worldwide DollarVest
outstanding on the Record Date.
At the Record Date, the Directors and officers of Americas Income as
a group (9 persons) owned an aggregate of less than 1% of the outstanding
shares of Americas Income and owned less than 1% of the outstanding shares of
common stock of ML & Co.
At such date, Mr. Zeikel, a Director of each Fund, Mr. Glenn, a
Director and officer of each Fund, and the other officers of the Funds owned
an aggregate of less than 1% of the outstanding shares of common stock of ML &
Co.
Voting Rights and Required Vote
For purposes of this Proxy Statement and Prospectus, each share of
each class of Worldwide DollarVest is entitled to one vote. Approval of the
Agreement and Plan requires the affirmative vote of stockholders representing
a majority of the outstanding shares of Worldwide DollarVest.
The proposal to elect Worldwide DollarVest's Board of Directors (Item
2) may be approved at a meeting at which a quorum is duly constituted by the
affirmative vote of a plurality of the votes cast by Worldwide DollarVest's
stockholders, voting in person or by proxy. The proposal to ratify the
selection of Worldwide DollarVest's independent auditors (Item 3) may be
approved at a meeting at which a quorum is duly constituted by the affirmative
vote of a majority of the votes cast by Worldwide DollarVest's stockholders,
voting in person or by proxy.
A quorum for purposes of the Meeting consists of a majority of the
shares entitled to vote at the Meeting, present in person or by proxy. If, by
the time scheduled for the Meeting, a quorum of Worldwide DollarVest's
stockholders is not present or if a quorum is present but sufficient votes in
favor of the Agreement and Plan are not received from the stockholders of
Worldwide DollarVest, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies from
stockholders. Any such adjournment will require the affirmative vote of a
majority of the shares of Worldwide DollarVest present in person or by proxy
and entitled to vote at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of any such adjournment if they
determine that adjournment and additional solicitation are reasonable and in
the interests of the stockholders of Worldwide DollarVest.
Appraisal Rights
Under Maryland law, stockholders of a company whose shares are traded
publicly on a national securities exchange, such as Worldwide DollarVest are
not entitled to demand the fair value of their shares upon a transfer of
assets and will be bound by the terms of the Reorganization if approved at the
Meeting. However, any stockholder of Worldwide DollarVest may sell his or her
Worldwide DollarVest shares at any time on the NYSE.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed
form of proxy, the accompanying Notice and this Proxy Statement and Prospectus
will be borne by Americas Income, the Surviving Fund after the Reorganization,
so as to be borne equally and exclusively on a per share basis by the
stockholders of each Fund. If the Reorganization is not approved, these
expenses will be allocated pro rata between the Funds according to the net
asset value of the common stock of each Fund on the Meeting date. Worldwide
DollarVest will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation materials to the beneficial owners
of shares of Worldwide DollarVest and will reimburse certain persons that
Worldwide DollarVest may employ for their reasonable expenses in assisting in
the solicitation of proxies from such beneficial owners of shares of Worldwide
DollarVest.
In order to obtain the necessary quorum at the Meeting, supplementary
solicitation may be made by mail, telephone, telegraph or personal interview
by officers of Worldwide DollarVest. Worldwide DollarVest has retained
[Shareholder Communications Corporation, 17 State Street, New York, New York
10004] to aid in the solicitation of proxies, at a cost to be borne by
the Combined Fund of approximately $7,500, plus out-of-pocket expenses.
Broker-dealer firms, including Merrill Lynch, holding shares of
Worldwide DollarVest in "street name" for the benefit of their customers and
clients will request the instructions of such customers and clients on how to
vote their shares before the Meeting. Worldwide DollarVest understands that,
under the rules of the NYSE, such broker-dealer firms may, without
instructions from their customers and clients, grant authority to the proxies
designated to vote on the election of the Board of Directors of Worldwide
DollarVest (Item 2) and the ratification of the selection of independent
auditors for Worldwide Dollar Vest (Item 3) if no instructions have been
received prior to the date specified in the broker-dealer firm's request for
voting instructions. Broker-dealer firms, including Merrill Lynch, will not be
permitted to vote without instructions with respect to the approval of the
Agreement and Plan (Item 1). Properly executed proxies that are returned but
that are marked "abstain" or with respect to which a broker-dealer has
received no instructions and therefore has declined to vote on the proposal
("broker non-votes") will be counted as present for the purposes of
determining a quorum. Merrill Lynch has advised the Fund that it intends to
vote shares held in its name for which no instructions are received, except as
limited by agreement or applicable law, on Items 2 and 3 in the same
proportion as the votes received from beneficial owners of those shares for
which instructions have been received, whether or not held in nominee name.
Abstentions and broker non-votes will not be counted as votes cast.
Abstentions and broker non-votes, therefore, will not have an effect on the
vote on Items 2 and 3. Abstentions and broker non-votes will have the same
effect as a vote against Item 1.
This Proxy Statement and Prospectus does not contain all of the
information set forth in the registration statements and the exhibits relating
thereto, which Worldwide DollarVest and Americas Income, respectively, have
filed with the Commission under the Securities Act and the Investment Company
Act, to which reference is hereby made.
Worldwide DollarVest and Americas Income both file reports and other
information with the Commission. Reports, proxy statements, registration
statements and other information filed by Worldwide DollarVest and Americas
Income can be inspected and copied at the public reference room of the
Commission in Washington, D.C. and at the New York Regional Office of the
Commission at Seven World Trade Center, New York, New York 10048. Call
202-942-8090 for information on the operation of the public reference room.
Copies of such materials also can be obtained on the Commission's Internet
site at http://www.sec.gov and copies may be obtained upon payment of a
duplicating fee, by electronic request at the following e-mail address:
[email protected] or by mail from the Public Reference Branch, Office of
Consumer Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and
other information concerning Worldwide DollarVest can also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
LEGAL PROCEEDINGS
There are no material legal proceedings to which Worldwide DollarVest
or Americas Income is a party.
LEGAL OPINIONS
Certain legal matters in connection with the Reorganization will be
passed upon for Worldwide DollarVest and Americas Income by Brown & Wood LLP,
One World Trade Center, New York, New York 10048.
EXPERTS
The financial highlights of Worldwide DollarVest and Americas Income
included in this Proxy Statement and Prospectus have been so included in
reliance on the reports of [ ], independent auditors, given on their authority
as experts in auditing and accounting. The principal business address of [ ]
is [ ]. [ ] will serve as the independent auditors for the Combined Fund
after the Reorganization.
STOCKHOLDER PROPOSALS
It is currently intended that the 2001 Annual Meeting of the
Stockholders of Worldwide DollarVest will be held in May 2001. If a
stockholder intends to present a proposal at the 2000 Annual Meeting of
Stockholders of Worldwide DollarVest and desires to have the proposal included
in Worldwide DollarVest's proxy statement and form of proxy for that meeting,
the stockholder must deliver the proposal to the offices of Worldwide
DollarVest by [_________________].
By Order of the Board of Directors,
Ira P. Shapiro
Secretary, Worldwide DollarVest Fund, Inc.
Plainsboro, New Jersey
Dated: , 2000
<PAGE>
EXHIBIT I
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made
as of the day of , 2000, by and between Merrill Lynch Americas Income
Fund, Inc., a Maryland corporation ("Americas Income"), and Worldwide
DollarVest Fund, Inc., a Maryland corporation ("Worldwide DollarVest" and,
together with Americas Income, the "Funds").
PLAN OF REORGANIZATION
The reorganization will comprise the acquisition by Americas Income
of substantially all of the assets, and the assumption of substantially all of
the liabilities, of Worldwide DollarVest in exchange solely for an equal
aggregate value of newly issued shares, with a par value of $.10 per share, of
Americas Income and the subsequent distribution of Corresponding Shares
(defined below) of Americas Income to the stockholders of Worldwide DollarVest
in exchange for their shares of common stock, par value $.10 per share, of
Worldwide DollarVest, in liquidation of Worldwide DollarVest, all upon and
subject to the terms hereinafter set forth (the "Reorganization").
In the course of the Reorganization, shares of Americas Income will
be distributed to Worldwide DollarVest stockholders as follows: each holder of
Worldwide DollarVest shares will be entitled to receive newly issued shares of
Class A stock of Americas Income in an amount equal in aggregate net asset
value (the "Corresponding Shares") to the shares they held in Worldwide
DollarVest immediately prior to the Reorganization. The aggregate net asset
value of the Corresponding Shares of Americas Income to be received by each
stockholder of Worldwide DollarVest will equal the aggregate net asset value
of the Worldwide DollarVest shares owned by such stockholder on the Exchange
Date (defined below). In consideration therefor, on the Exchange Date,
Americas Income shall acquire substantially all of Worldwide DollarVest's
assets and assume substantially all of Worldwide DollarVest's obligations and
liabilities then existing, whether absolute, accrued, contingent or otherwise.
It is intended that the Reorganization described in this Plan shall be a
reorganization within the meaning of Section 368(a)(1)(D) of the Internal
Revenue Code of 1986, as amended (the "Code"), and any successor provision.
As promptly as practicable after the consummation of the
Reorganization, Worldwide DollarVest shall be dissolved in accordance with the
laws of the State of Maryland and will terminate its registration under the
Investment Company Act of 1940, as amended (the "1940 Act").
AGREEMENT
In order to consummate the Reorganization and in consideration of the
promises and the covenants and agreements hereinafter set forth, and intending
to be legally bound, Americas Income and Worldwide DollarVest hereby agree as
follows:
1. Representations and Warranties of Americas Income.
Americas Income represents and warrants to, and agrees with,
Worldwide DollarVest that:
(a) Americas Income is a corporation duly organized, validly existing
and in good standing in conformity with the laws of the State of Maryland, and
has the power to own all of its assets and to carry out this Agreement.
Americas Income has all necessary Federal, state and local authorizations to
carry on its business as it is now being conducted and to carry out this
Agreement.
(b) Americas Income is duly registered under the 1940 Act as a
non-diversified, open-end management investment company (File No. 811-7794),
and such registration has not been revoked or rescinded and is in full force
and effect. Americas Income has elected and qualified for the special tax
treatment afforded regulated investment companies ("RICs") under Sections
851-855 of the Code at all times since its inception and intends to continue
to so qualify until consummation of the Reorganization and thereafter.
(c) An unaudited statement of assets and liabilities of Americas
Income and an unaudited schedule of investments of Americas Income, each as of
the Valuation Time (defined below), will be furnished to Worldwide DollarVest
at or prior to the Exchange Date for the purpose of determining the number of
shares of Americas Income to be issued pursuant to Section 4 of this
Agreement; and each will fairly present the financial position of Americas
Income as of the Valuation Time in conformity with generally accepted
accounting principles applied on a consistent basis.
(d) Worldwide DollarVest has been furnished with Americas Income's
Annual Report to Stockholders for the year ended December 31, 1999 and the
financial statements appearing therein fairly present the financial position
of Americas Income as of the dates indicated in conformity with generally
accepted accounting principles applied on a consistent basis.
(e) Worldwide DollarVest has been furnished with the prospectus and
statement of additional information of Americas Income, each dated March 30,
2000 and said prospectus and statement of additional information do not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(f) Americas Income has full power and authority to enter into and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action
of its Board of Directors, and this Agreement constitutes a valid and binding
contract enforceable in accordance with its terms, subject to the effects of
bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto.
(g) There are no material legal, administrative or other proceedings
pending or, to the knowledge of Americas Income, threatened against it which
assert liability on the part of Americas Income or which materially affect its
financial condition or its ability to consummate the Reorganization. Americas
Income is not charged with or, to the best of its knowledge, threatened with
any violation or investigation of any possible violation of any provision of
any Federal, state or local law or regulation or administrative ruling
relating to any aspect of its business.
(h) Americas Income is not a party to or obligated under any
provision of its Articles of Incorporation, or its by-laws, or any contract or
other commitment or obligation, and is not subject to any order or decree
which would be violated by its execution of or performance under this
Agreement.
(i) There are no material contracts outstanding to which Americas
Income is a party that have not been disclosed in the N-14 Registration
Statement (as defined in subsection (l) below) or will not otherwise be
disclosed to Worldwide DollarVest prior to the Valuation Time.
(j) Americas Income has no known liabilities of a material amount,
contingent or otherwise, other than those shown on its statements of assets
and liabilities contained in its Annual Report to Stockholders referred to
above, those incurred in the ordinary course of its business as an investment
company since the date of Americas Income's most recent annual or semi-annual
report to stockholders; and those incurred in connection with the
Reorganization. As of the Valuation Time, Americas Income will advise
Worldwide DollarVest in writing of all known liabilities, contingent or
otherwise, whether or not incurred in the ordinary course of business,
existing or accrued as of such time.
(k) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by Americas Income of
the Reorganization, except such as may be required under the Securities Act of
1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as
amended (the "1934 Act") and the 1940 Act or state securities laws (which term
as used herein shall include the laws of the District of Columbia and Puerto
Rico).
(l) The registration statement filed by Americas Income on Form N-14
relating to the shares of Americas Income to be issued pursuant to this
Agreement, which includes the proxy statement of Worldwide DollarVest and the
prospectus of Americas Income with respect to the transaction contemplated
herein, and any supplement, or amendment thereto or to the documents therein
(as amended, the "N-14 Registration Statement"), on its effective date, at the
time of the stockholders' meeting referred to in Section 6(a) of this
Agreement and at the Exchange Date, insofar as it relates to Americas Income
(i) complied or will comply in all material respects with the provisions of
the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations
thereunder and (ii) did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; and the prospectus
included therein did not or will not contain any untrue statement of a
material fact or omit to state any 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 only shall apply to statements in or omissions
from the N-14 Registration Statement made in reliance upon and in conformity
with information furnished by Americas Income for use in the N-14 Registration
Statement as provided in Section 6(f) of this Agreement.
(m) Americas Income is authorized to issue [400,000,000] shares of
common stock, par value $.10 per share, designated Class A, Class B, Class C
and Class D Common Stock, each of which consists of 100,000,000 shares; each
outstanding share is fully paid and nonassessable and has full voting rights.
(n) Americas Income shares to be issued to Worldwide DollarVest
pursuant to this Agreement will have been duly authorized and, when issued and
delivered pursuant to this Agreement, will be legally and validly issued and
will be fully paid and nonassessable and will have full voting rights, and no
stockholder of Americas Income will have any preemptive right of subscription
or purchase in respect thereof.
(o) At or prior to the Exchange Date, Americas Income shares to be
transferred to Worldwide DollarVest for distribution to the stockholders of
Worldwide DollarVest on the Exchange Date will be duly qualified for offering
to the public in all states of the United States in which the sale of shares
of Worldwide DollarVest presently are qualified, and there are a sufficient
number of such shares registered under the 1933 Act and, as may be necessary,
with each pertinent state securities commission to permit the transfers
contemplated by this Agreement to be consummated.
(p) At or prior to the Exchange Date, Americas Income will have
obtained any and all regulatory, Director and stockholder approvals necessary
to issue the shares of Americas Income to Worldwide DollarVest.
2. Representations and Warranties of Worldwide DollarVest.
Worldwide DollarVest represents and warrants to, and agrees with,
Americas Income that:
(a) Worldwide DollarVest is a corporation duly organized, validly
existing and in good standing in conformity with the laws of the State of
Maryland, and has the power to own all of its assets and to carry out this
Agreement. Worldwide DollarVest has all necessary Federal, state and local
authorizations to carry on its business as it is now being conducted and to
carry out this Agreement.
(b) Worldwide DollarVest is duly registered under the 1940 Act as a
non-diversified, closed-end management investment company (File No.
811-07127), and such registration has not been revoked or rescinded and is in
full force and effect. Worldwide DollarVest has elected and qualified for the
special tax treatment afforded RICs under Sections 851-855 of the Code at all
times since its inception, and intends to continue to so qualify for its
taxable year ending upon liquidation.
(c) As used in this Agreement, the term "Investments" shall mean (i)
the investments of Worldwide DollarVest shown on the schedule of its
investments as of the Valuation Time (as defined in Section 3(c) of this
Agreement) furnished to Americas Income, and (ii) all other assets owned by
Worldwide DollarVest or liabilities incurred as of the Valuation Time.
(d) Worldwide DollarVest has full power and authority to enter into
and perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement have been duly authorized by all necessary
action of its Board of Directors and this Agreement constitutes a valid and
binding contract enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto.
(e) An unaudited statement of assets and liabilities of Worldwide
DollarVest and an unaudited schedule of investments of Worldwide DollarVest,
each as of the Valuation Time, will be furnished to Americas Income at or
prior to the Exchange Date for the purpose of determining the number of shares
of Americas Income to be issued pursuant to Section 4 of this Agreement; and
each will fairly present the financial position of Worldwide DollarVest as of
the Valuation Time in conformity with generally accepted accounting principles
applied on a consistent basis.
(f) Americas Income has been furnished with Worldwide DollarVest's
Annual Report to Stockholders for the year ended November 30, 1999 and the
financial statements appearing therein fairly present the financial position
of Worldwide DollarVest as of the dates indicated, in conformity with
generally accepted accounting principles applied on a consistent basis.
(g) There are no material legal, administrative or other proceedings
pending or, to the knowledge of Worldwide DollarVest, threatened against it
which assert liability on the part of Worldwide DollarVest or which materially
affect its financial condition or its ability to consummate the
Reorganization. Worldwide DollarVest is not charged with or, to the best of
its knowledge, threatened with any violation or investigation of any possible
violation of any provisions of any Federal, state or local law or regulation
or administrative ruling relating to any aspect of its business.
(h) There are no material contracts outstanding to which Worldwide
DollarVest is a party that have not been disclosed in the N-14 Registration
Statement or will not otherwise be disclosed to Americas Income prior to the
Valuation Time.
(i) Worldwide DollarVest is not a party to or obligated under any
provision of its Articles of Incorporation, as amended and restated, or its
by-laws, as amended, or any contract or other commitment or obligation, and is
not subject to any order or decree which would be violated by its execution of
or performance under this Agreement.
(j) Worldwide DollarVest has no known liabilities of a material
amount, contingent or otherwise, other than those shown on its statements of
assets and liabilities contained in the Annual Report to Stockholders referred
to above, those incurred in the ordinary course of its business as an
investment company since November 30, 1999 and those incurred in connection
with the Reorganization. As of the Valuation Time, Worldwide DollarVest will
advise Americas Income in writing of all known liabilities, contingent or
otherwise, whether or not incurred in the ordinary course of business,
existing or accrued as of such time.
(k) Worldwide DollarVest has filed, or has obtained extensions to
file, all Federal, state and local tax returns which are required to be filed
by it, and has paid or has obtained extensions to pay, all Federal, state and
local taxes shown on said returns to be due and owing and all assessments
received by it, up to and including the taxable year in which the Exchange
Date occurs. All tax liabilities of Worldwide DollarVest have been adequately
provided for on its books, and no tax deficiency or liability of Worldwide
DollarVest has been asserted and no question with respect thereto has been
raised by the Internal Revenue Service or by any state or local tax authority
for taxes in excess of those already paid, up to and including the taxable
year in which the Exchange Date occurs.
(l) At both the Valuation Time and the Exchange Date, Worldwide
DollarVest will have full right, power and authority to sell, assign, transfer
and deliver the Investments. At the Exchange Date, subject only to the
delivery of the Investments as contemplated by this Agreement, Worldwide
DollarVest will have good and marketable title to all of the Investments, and
Americas Income will acquire all of the Investments free and clear of any
encumbrances, liens or security interests and without any restrictions upon
the transfer thereof (except those imposed by the Federal or state securities
laws and those imperfections of title or encumbrances as do not materially
detract from the value or use of the Investments or materially affect title
thereto).
(m) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by Worldwide
DollarVest of the Reorganization, except such as may be required under the
1933 Act, the 1934 Act, the 1940 Act or state securities laws.
(n) The N-14 Registration Statement, on its effective date, at the
time of the Worldwide DollarVest stockholders' meeting referred to in Section
6(b) of this Agreement and on the Exchange Date, insofar as it relates to
Worldwide DollarVest (i) complied or will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules
and regulations thereunder, and (ii) did not or will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and
the prospectus included therein did not or will not contain any untrue
statement of a material fact or omit to state any 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 shall apply only to statements in or
omissions from the N-14 Registration Statement made in reliance upon and in
conformity with information furnished by Worldwide DollarVest for use in the
N-14 Registration Statement as provided in Section 6(f) of this Agreement.
(o) Worldwide DollarVest is authorized to issue 200,000,000 shares of
capital stock, par value $.10 per share all of which are classified as Common
Stock; each outstanding share is fully paid and nonassessable and has full
voting rights.
(p) The books and records of Worldwide DollarVest made available to
Americas Income and/or its counsel are substantially true and correct and
contain no material misstatements or omissions with respect to the operations
of Worldwide DollarVest.
(q) Worldwide DollarVest will not sell or otherwise dispose of any of
the shares of Americas Income to be received in the Reorganization, except in
distribution to the stockholders of Worldwide DollarVest.
3. The Reorganization.
(a) Subject to receiving the requisite approval of the stockholders
of Worldwide DollarVest, and to the other terms and conditions contained
herein, Worldwide DollarVest agrees to convey, transfer and deliver to
Americas Income and Americas Income agrees to acquire from Worldwide
DollarVest, on the Exchange Date, substantially all of the Investments
(including interest accrued as of the Valuation Time on debt instruments) of
Worldwide DollarVest, and assume substantially all of the liabilities of
Worldwide DollarVest, in exchange solely for that number of Class A shares of
Americas Income provided in Section 4 of this Agreement. Pursuant to this
Agreement, as soon as practicable on or after the Exchange Date, Worldwide
DollarVest will distribute all shares of Americas Income received by it to its
stockholders in exchange for their corresponding Worldwide DollarVest shares.
Such distribution shall be accomplished by the opening of stockholder accounts
on the stock ledger records of Americas Income in the amounts due the
stockholders of Worldwide DollarVest based on their respective holdings in
Worldwide DollarVest as of the Valuation Time.
(b) Worldwide DollarVest will pay or cause to be paid to Americas
Income any interest or dividends it receives on or after the Exchange Date
with respect to the Investments transferred to Worldwide DollarVest hereunder.
(c) The Valuation Time shall be 4:00 P.M., Eastern Time, on
________________, 2000, or such earlier or later day and time as may be
mutually agreed upon in writing (the "Valuation Time").
(d) Americas Income will acquire substantially all of the assets of,
and assume substantially all of the known liabilities of, Worldwide
DollarVest, except that recourse for such liabilities will be limited to the
net assets of Worldwide DollarVest acquired by Americas Income. The known
liabilities of Worldwide DollarVest as of the Valuation Time shall be
confirmed in writing to Americas Income by Worldwide DollarVest pursuant to
Section 2(j) of this Agreement.
(e) Americas Income and Worldwide DollarVest will jointly file
Articles of Transfer with the State Department of Assessments and Taxation of
Maryland and any other such instrument as may be required by the State of
Maryland to effect the transfer of the Investments of Worldwide DollarVest to
Americas Income.
(f) Worldwide DollarVest will be dissolved following the Exchange
Date by filing Articles of Dissolution with the State Department of
Assessments and Taxation of Maryland.
4. Issuance and Valuation of Shares of Americas Income in the
Reorganization.
Full shares of Americas Income, and to the extent necessary,
fractional shares of Americas Income, of an aggregate net asset value equal to
the net asset value of the assets of Worldwide DollarVest acquired, determined
as hereinafter provided, reduced by the amount of liabilities of Worldwide
DollarVest assumed by Americas Income, shall be issued by Americas Income in
exchange for such assets of Worldwide DollarVest. The net asset value of
Worldwide DollarVest and Americas Income shall be determined as of the
Valuation Time in accordance with the procedures described in the prospectus
and statement of additional information of Americas Income, each dated March
30, 2000. Such valuation and determination shall be made by Americas Income in
cooperation with Worldwide DollarVest. Americas Income shall issue the
Corresponding Shares to Worldwide DollarVest in certificates or share deposit
receipts registered in the name of Worldwide DollarVest. Worldwide DollarVest
shall distribute Corresponding Shares of Americas Income to its stockholders
by redelivering such certificates to Financial Data Services, Inc.
5. Payment of Expenses.
(a) With respect to expenses incurred in connection with the
Reorganization, (i) each Fund shall pay all expenses incurred that are
attributable solely to such Fund and the conduct of its business, and (ii)
Americas Income shall pay, subsequent to the Exchange Date and pro rata
according to each Fund's net assets at the Valuation Time, all expenses
incurred in connection with the Reorganization, including, but not limited to,
all costs related to the preparation and distribution of the N-14 Registration
Statement. Such fees and expenses shall include the cost of preparing and
filing a ruling request with the Internal Revenue Service, legal and
accounting fees, printing costs, filing fees, portfolio transfer taxes (if
any) and any similar expenses incurred in connection with the Reorganization.
(b) If the Reorganization is not approved, these expenses will be
allocated pro rata between the Funds according to the net asset value of the
Common Stock of each Fund on the Meeting date.
(c) If for any reason the Reorganization is not consummated, no party
shall be liable to any other party for any damages resulting therefrom,
including, without limitation, consequential damages.
6. Covenants of Americas Income and Worldwide DollarVest.
(a) Americas Income agrees to hold an Annual Meeting of the
stockholders of Americas Income as soon as is practicable for the purpose of
considering an amendment to the investment objective and policies of Americas
Income.
(b) Worldwide DollarVest agrees to hold the annual meeting of the
stockholders of Worldwide DollarVest as soon as is practicable after the
effective date of the N-14 Registration Statement for the purpose of
considering the Reorganization as described in this Agreement. It shall be a
condition to the obligations of each of the parties hereto that the holders of
a majority of the shares of Worldwide DollarVest issued and outstanding and
entitled to vote thereon, shall have approved this Agreement at such meeting
at or prior to the Valuation Time.
(c) Americas Income and Worldwide DollarVest each covenants to
operate the business of Americas Income and Worldwide DollarVest,
respectively, as presently conducted between the date hereof and the Exchange
Date.
(d) Worldwide DollarVest agrees that following the consummation of
the Reorganization, it will dissolve in accordance with the laws of the State
of Maryland and any other applicable law, it will not make any distributions
of any Americas Income shares other than to the stockholders of Worldwide
DollarVest and without first paying or adequately providing for the payment of
all of Worldwide DollarVest's liabilities not assumed by Americas Income, if
any, and on and after the Exchange Date it shall not conduct any business
except in connection with its dissolution.
(e) Worldwide DollarVest undertakes that if the Reorganization is
consummated, it will file an application pursuant to Section 8(f) of the 1940
Act for an order declaring that Worldwide DollarVest has ceased to be a
registered investment company.
(f) Americas Income will file the N-14 Registration Statement with
the Securities and Exchange Commission (the "Commission") and will use its
best efforts to provide that the N-14 Registration Statement becomes effective
as promptly as practicable. Americas Income and Worldwide DollarVest agree to
cooperate fully with each other, and each will furnish to the other the
information relating to itself to be set forth in the N-14 Registration
Statement as required by the 1933 Act, the 1934 Act and the 1940 Act, and the
rules and regulations thereunder and the state securities laws.
(g) Americas Income has no plan or intention to sell or otherwise
dispose of the assets of Worldwide DollarVest to be acquired in the
Reorganization, except for dispositions made in the ordinary course of
business.
(h) Worldwide DollarVest and Americas Income each agrees that by the
Exchange Date all of its Federal and other tax returns and reports required to
be filed on or before such date shall have been filed and all taxes shown as
due on said returns either have been paid or adequate liability reserves have
been provided for the payment of such taxes. In connection with this covenant,
the Funds agree to cooperate with each other in filing any tax return, amended
return or claim for refund, determining a liability for taxes or a right to a
refund of taxes or participating in or conducting any audit or other
proceeding in respect of taxes. Americas Income agrees to retain for a period
of ten (10) years following the Exchange Date all returns, schedules and work
papers and all material records or other documents relating to tax matters of
Worldwide DollarVest for its taxable period first ending after the Exchange
Date and for all prior taxable periods. Any information obtained under this
subsection shall be kept confidential except as otherwise may be necessary in
connection with the filing of returns or claims for refund or in conducting an
audit or other proceeding. After the Exchange Date, Worldwide DollarVest shall
prepare, or cause its agents to prepare, any Federal, state or local tax
returns, including any Forms 1099, required to be filed by Worldwide
DollarVest with respect to Worldwide DollarVest's final taxable year ending
with its complete liquidation and for any prior periods or taxable years and
further shall cause such tax returns and Forms 1099 to be duly filed with the
appropriate taxing authorities. Notwithstanding the aforementioned provisions
of this subsection, any expenses incurred by Worldwide DollarVest (other than
for payment of taxes) in connection with the preparation and filing of said
tax returns and Forms 1099 after the Exchange Date shall be borne by Worldwide
DollarVest to the extent such expenses have been accrued by Worldwide
DollarVest in the ordinary course without regard to the Reorganization; any
excess expenses shall be borne by Merrill Lynch Asset Management, L.P.
("MLAM") at the time such tax returns and Forms 1099 are prepared.
(i) Worldwide DollarVest agrees to mail to its stockholders of record
entitled to vote at the special meeting of stockholders at which action is to
be considered regarding this Agreement, in sufficient time to comply with
requirements as to notice thereof, a combined Proxy Statement and Prospectus
which complies in all material respects with the applicable provisions of
Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules
and regulations, respectively, thereunder.
(j) Following the consummation of the Reorganization, Americas Income
expects to stay in existence and continue its business as a non-diversified,
open-end management investment company registered under the 1940 Act.
7. Exchange Date.
(a) Delivery of the assets of Worldwide DollarVest to be transferred,
together with any other Investments, and the Americas Income shares to be
issued, shall be made at the offices of Brown & Wood LLP, One World Trade
Center, New York, New York 10048, at 10:00 A.M. on the next full business day
following the Valuation Time, or at such other place, time and date agreed to
by Worldwide DollarVest and Americas Income, the date and time upon which such
delivery is to take place being referred to herein as the "Exchange Date." To
the extent that any Investments, for any reason, are not transferable on the
Exchange Date, Worldwide DollarVest shall cause such Investments to be
transferred to Americas Income's account with Brown Brothers Harriman & Co. at
the earliest practicable date thereafter.
(b) Worldwide DollarVest will deliver to Americas Income on the
Exchange Date confirmations or other adequate evidence as to the tax basis of
each of the Investments delivered to Americas Income hereunder, certified by
Deloitte & Touche LLP.
(c) As soon as practicable after the close of business on the
Exchange Date, Worldwide DollarVest shall deliver to Americas Income a list of
the names and addresses of all of the stockholders of record of Worldwide
DollarVest on the Exchange Date and the number of shares of Worldwide
DollarVest owned by each such stockholder, certified to the best of their
knowledge and belief by the transfer agent for Worldwide DollarVest or by its
President.
<PAGE>
8. Worldwide DollarVest Conditions.
The obligations of Worldwide DollarVest hereunder shall be subject to
the following conditions:
(a) That the required vote of the stockholders of Americas Income has
been obtained approving the proposal to amend the investment objective and
policies of Americas Income at a special meeting of Americas Income
stockholders called for that purpose at or prior to consummation of the
Reorganization;
(b) That this Agreement shall have been adopted, and the
Reorganization shall have been approved, by the affirmative vote of the
holders of a majority of the shares of Worldwide DollarVest, issued and
outstanding and entitled to vote thereon, and by the Board of Directors of
Americas Income; and that Americas Income shall have delivered to Worldwide
DollarVest a copy of the resolution approving this Agreement adopted by
Americas Income's Board of Directors, certified by the Secretary of Americas
Income.
(c) That Americas Income shall have furnished to Worldwide DollarVest
a statement of Americas Income's assets and liabilities, with values
determined as provided in Section 4 of this Agreement, together with a
schedule of its investments, all as of the Valuation Time, certified on
Americas Income's behalf by its President (or any Vice President) and its
Treasurer, and a certificate signed by Americas Income's President (or any
Vice President) and its Treasurer, dated as of the Exchange Date, certifying
that as of the Valuation Time and as of the Exchange Date there has been no
material adverse change in the financial position of Americas Income since the
date of Americas Income's most recent annual or semi-annual report to
stockholders, other than changes in its portfolio securities since the date of
such report or changes in the market value of its portfolio securities.
(d) That Americas Income shall have furnished to Worldwide DollarVest
a certificate signed by Americas Income's President (or any Vice President)
and its Treasurer, dated as of the Exchange Date, certifying that, as of the
Valuation Time and as of the Exchange Date all representations and warranties
of Americas Income made in this Agreement are true and correct in all material
respects with the same effect as if made at and as of such dates, and that
Americas Income has complied with all of the agreements and satisfied all of
the conditions on its part to be performed or satisfied at or prior to each of
such dates.
(e) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(f) That Worldwide DollarVest shall have received an opinion of Brown
& Wood LLP, as counsel to both Americas Income and Worldwide DollarVest, in
form and substance satisfactory to Worldwide DollarVest and dated the Exchange
Date, to the effect that (i) each of Americas Income and Worldwide DollarVest
is a corporation duly organized, validly existing and in good standing in
conformity with the laws of the State of Maryland; (ii) the Corresponding
Shares of Americas Income to be issued pursuant to this Agreement are duly
authorized and, upon delivery, will be validly issued and fully paid and
nonassessable by Americas Income, and no stockholder of Americas Income has
any preemptive right to subscription or purchase in respect thereof (pursuant
to the Articles of Incorporation or the by-laws of Americas Income or, to the
best of such counsel's knowledge, otherwise); (iii) this Agreement has been
duly authorized, executed and delivered by each of Americas Income and
Worldwide DollarVest, and represents a valid and binding contract, enforceable
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws pertaining to the
enforcement of creditors' rights generally and court decisions with respect
thereto; provided, such counsel shall express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity; (iv) the execution and delivery of this Agreement does not, and the
consummation of the Reorganization will not, violate any material provisions
of Maryland law or the Articles of Incorporation, as amended, restated and
supplemented, the by-laws, as amended, or any agreement (known to such
counsel) to which either Americas Income or Worldwide DollarVest is a party or
by which either Americas Income or Worldwide DollarVest is bound, except
insofar as the parties have agreed to amend such provision as a condition
precedent to the Reorganization; (v) Worldwide DollarVest has the power to
sell, assign, transfer and deliver the assets transferred by it hereunder and,
upon consummation of the Reorganization in accordance with the terms of this
Agreement, Worldwide DollarVest will have duly transferred such assets and
liabilities in accordance with this Agreement; (vi) to the best of such
counsel's knowledge, no consent, approval, authorization or order of any
United States federal court, Maryland state court or governmental authority is
required for the consummation by Americas Income and Worldwide DollarVest of
the Reorganization, except such as have been obtained under the 1933 Act, the
1934 Act and the 1940 Act and the published rules and regulations of the
Commission thereunder and under Maryland law and such as may be required under
state securities laws; (vii) the N-14 Registration Statement has become
effective under the 1933 Act, no stop order suspending the effectiveness of
the N-14 Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the 1933
Act, and the N-14 Registration Statement, and each amendment or supplement
thereto, as of their respective effective dates, appear on their face to be
appropriately responsive in all material respects to the requirements of the
1933 Act, the 1934 Act and the 1940 Act and the published rules and
regulations of the Commission thereunder; (viii) the descriptions in the N-14
Registration Statement of statutes, legal and governmental proceedings and
contracts and other documents are accurate and fairly present the information
required to be shown; (ix) such counsel does not know of any statutes, legal
or governmental proceedings or contracts or other documents related to the
Reorganization of a character required to be described in the N-14
Registration Statement which are not described therein or, if required to be
filed, filed as required; (x) neither Americas Income nor Worldwide
DollarVest, to the knowledge of such counsel, is required to qualify to do
business as a foreign corporation in any jurisdiction except as may be
required by state securities laws, and except where each has so qualified or
the failure so to qualify would not have a material adverse effect on Americas
Income, Worldwide DollarVest or their respective stockholders; (xi) such
counsel does not have actual knowledge of any material suit, action or legal
or administrative proceeding pending or threatened against Americas Income or
Worldwide DollarVest, the unfavorable outcome of which would materially and
adversely affect Americas Income or Worldwide DollarVest; (xii) all corporate
actions required to be taken by Americas Income and Worldwide DollarVest to
authorize this Agreement and to effect the Reorganization have been duly
authorized by all necessary corporate actions on the part of Americas Income
and Worldwide DollarVest; and (xiii) such opinion is solely for the benefit of
Americas Income and Worldwide DollarVest and their Directors and officers.
Such opinion also shall state that (x) while such counsel cannot make any
representation as to the accuracy or completeness of statements of fact in the
N-14 Registration Statement or any amendment or supplement thereto, nothing
has come to their attention that would lead them to believe that, on the
respective effective dates of the N-14 Registration Statement and any
amendment or supplement thereto, (1) the N-14 Registration Statement or any
amendment or supplement thereto contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; and (2) the
prospectus included in the N-14 Registration Statement contained any untrue
statement of a material fact or omitted to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and (y) such counsel does not express any
opinion or belief as to the financial statements or other financial or
statistical data relating to Americas Income or Worldwide DollarVest contained
or incorporated by reference in the N-14 Registration Statement. In giving the
opinion set forth above, Brown & Wood LLP may state that it is relying on
certificates of officers of Americas Income and Worldwide DollarVest with
regard to matters of fact and certain certificates and written statements of
governmental officials with respect to the good standing of Americas Income
and Worldwide DollarVest.
(g) That Worldwide DollarVest shall have received either (a) a
private letter ruling from the Internal Revenue Service or (b) an opinion of
Brown & Wood LLP, to the effect that for Federal income tax purposes (i) the
transfer of substantially all of the Investments of Worldwide DollarVest to
Americas Income in exchange solely for shares of Americas Income as provided
in this Agreement will constitute a reorganization within the meaning of
Section 368(a)(1)(D) of the Code, and Worldwide DollarVest and Americas Income
will each be deemed to be a "party" to the Reorganization within the meaning
of Section 368(b) of the Code; (ii) in accordance with Section 361(a) of the
Code, no gain or loss will be recognized to Worldwide DollarVest as a result
of the asset transfer solely in exchange for Americas Income shares or on the
distribution of the Americas Income stock to Worldwide DollarVest stockholders
under Section 361(c)(1) of the Code; (iii) under Section 1032 of the Code, no
gain or loss will be recognized to Americas Income on the receipt of assets of
Worldwide DollarVest in exchange for Americas Income shares; (iv) in
accordance with Section 354(a)(1) of the Code, no gain or loss will be
recognized to the stockholders of Worldwide DollarVest on the receipt of
Corresponding Shares of Americas Income in exchange for their shares of
Worldwide DollarVest; (v) in accordance with Section 362(b) of the Code, the
tax basis of the Worldwide DollarVest assets in the hands of Americas Income
will be the same as the tax basis of such assets in the hands of Worldwide
DollarVest immediately prior to the consummation of the Reorganization; (vi)
in accordance with Section 358 of the Code, immediately after the
Reorganization, the tax basis of the Corresponding Shares of Americas Income
received by the stockholders of Worldwide DollarVest in the Reorganization
will be equal to the tax basis of the shares of Worldwide DollarVest
surrendered in exchange; (vii) in accordance with Section 1223 of the Code, a
stockholder's holding period for the Corresponding Shares of Americas Income
will be determined by including the period for which such stockholder held the
shares of Worldwide DollarVest exchanged therefor, provided that such
Worldwide DollarVest shares were held as a capital asset; (viii) in accordance
with Section 1223 of the Code, Americas Income's holding period with respect
to the Worldwide DollarVest assets transferred will include the period for
which such assets were held by Worldwide DollarVest; and (ix) the taxable year
of Worldwide DollarVest will end on the effective date of the Reorganization
and pursuant to Section 381(a) of the Code and regulations thereunder,
Americas Income will succeed to and take into account certain tax attributes
of Worldwide DollarVest, such as earnings and profits, capital loss carryovers
and method of accounting.
(h) That all proceedings taken by Americas Income and its counsel in
connection with the Reorganization and all documents incidental thereto shall
be satisfactory in form and substance to Worldwide DollarVest.
(i) That the N-14 Registration Statement shall have become effective
under the 1933 Act, and no stop order suspending such effectiveness shall have
been instituted or, to the knowledge of Americas Income, be contemplated by
the Commission.
(j) That Worldwide DollarVest shall have received from Deloitte &
Touche LLP a letter dated within three days prior to the effective date of the
N-14 Registration Statement and a similar letter dated within five days prior
to the Exchange Date, in form and substance satisfactory to Worldwide
DollarVest, to the effect that (i) they are independent public accountants
with respect to Americas Income within the meaning of the 1933 Act and the
applicable published rules and regulations thereunder; (ii) in their opinion,
the financial statements and supplementary information of Americas Income
included or incorporated by reference in the N-14 Registration Statement and
reported on by them comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the published rules and
regulations thereunder; and (iii) on the basis of limited procedures agreed
upon by Worldwide DollarVest and Americas Income and described in such letter
(but not an examination in accordance with generally accepted auditing
standards) consisting of a reading of any unaudited interim financial
statements and unaudited supplementary information of Americas Income included
in the N-14 Registration Statement, and inquiries of certain officials of
Americas Income responsible for financial and accounting matters, nothing came
to their attention that caused them to believe that (a) such unaudited
financial statements and related unaudited supplementary information do not
comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act and the published rules and regulations
thereunder, (b) such unaudited financial statements are not fairly presented
in conformity with generally accepted accounting principles, applied on a
basis substantially consistent with that of the audited financial statements,
or (c) such unaudited supplementary information is not fairly stated in all
material respects in relation to the unaudited financial statements taken as a
whole; and (iv) on the basis of limited procedures agreed upon by Worldwide
DollarVest and Americas Income and described in such letter (but not an
examination in accordance with generally accepted auditing standards), the
information relating to Americas Income appearing in the N-14 Registration
Statement, which information is expressed in dollars (or percentages derived
from such dollars) (with the exception of performance comparisons, if any), if
any, has been obtained from the accounting records of Americas Income or from
schedules prepared by officials of Americas Income having responsibility for
financial and reporting matters and such information is in agreement with such
records, schedules or computations made therefrom.
(k) That the Commission shall not have issued an unfavorable advisory
report under Section 25(b) of the 1940 Act, nor instituted or threatened to
institute any proceeding seeking to enjoin consummation of the Reorganization
under Section 25(c) of the 1940 Act, and no other legal, administrative or
other proceeding shall be instituted or threatened which would materially
affect the financial condition of Americas Income or would prohibit the
Reorganization.
(l) That Worldwide DollarVest shall have received from the Commission
such orders or interpretations as Brown & Wood LLP, as counsel to Worldwide
DollarVest, deems reasonably necessary or desirable under the 1933 Act and the
1940 Act in connection with the Reorganization, provided, that such counsel
shall have requested such orders as promptly as practicable, and all such
orders shall be in full force and effect.
<PAGE>
9. Americas Income Conditions.
The obligations of Americas Income hereunder shall be subject to the
following conditions:
(a) That the required vote of the stockholders of Americas Income has
been obtained approving the proposal to amend the investment objective and
policies of Americas Income at a special meeting of Americas Income
stockholders called for that purpose at or prior to consummation of the
Reorganization;
(b) That this Agreement shall have been adopted, and the
Reorganization shall have been approved, by the Board of Directors of
Worldwide DollarVest and by the affirmative vote of the holders of a majority
of the shares of common stock of Worldwide DollarVest issued and outstanding
and entitled to vote thereon, voting together as a single class; and that
Worldwide DollarVest shall have delivered to Americas Income a copy of the
resolution approving this Agreement adopted by Worldwide DollarVest's Board of
Directors, and a certificate setting forth the vote Worldwide DollarVest
stockholders obtained, each certified by the Secretary of Worldwide
DollarVest.
(c) That Worldwide DollarVest shall have furnished to Americas Income
a statement of Worldwide DollarVest's assets and liabilities, with values
determined as provided in Section 4 of this Agreement, together with a
schedule of investments with their respective dates of acquisition and tax
costs, all as of the Valuation Time, certified on Worldwide DollarVest's
behalf by its President (or any Vice President) and its Treasurer, and a
certificate signed by Worldwide DollarVest's President (or any Vice President)
and its Treasurer, dated as of the Exchange Date, certifying that as of the
Valuation Time and as of the Exchange Date there has been no material adverse
change in the financial position of Worldwide DollarVest since the date of
Worldwide DollarVest's most recent annual or semi-annual report to
stockholders, other than changes in the Investments since the date of such
report or changes in the market value of the Investments.
(d) That Worldwide DollarVest shall have furnished to Americas Income
a certificate signed by Worldwide DollarVest's President (or any Vice
President) and its Treasurer, dated the Exchange Date, certifying that as of
the Valuation Time and as of the Exchange Date all representations and
warranties of Worldwide DollarVest made in this Agreement are true and correct
in all material respects with the same effect as if made at and as of such
dates and Worldwide DollarVest has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or satisfied at or
prior to such dates.
(e) That Worldwide DollarVest shall have delivered to Americas Income
a letter from Deloitte & Touche LLP, dated the Exchange Date, stating that
such firm has performed a limited review of the Federal, state and local
income tax returns of Worldwide DollarVest for the period ended November 30,
1999 (which returns originally were prepared and filed by Worldwide
DollarVest), and that based on such limited review, nothing came to their
attention which caused them to believe that such returns did not properly
reflect, in all material respects, the Federal, state and local income taxes
of Worldwide DollarVest for the period covered thereby; and that for the
period from December 1, 1999, to and including the Exchange Date and for any
taxable year of Worldwide DollarVest ending upon the liquidation of Worldwide
DollarVest, such firm has performed a limited review to ascertain the amount
of applicable Federal, state and local taxes, and has determined that either
such amount has been paid or reserves have been established for payment of
such taxes, this review to be based on unaudited financial data; and that
based on such limited review, nothing has come to their attention which caused
them to believe that the taxes paid or reserves set aside for payment of such
taxes were not adequate in all material respects for the satisfaction of
Federal, state and local taxes for the period from December 1, 1999, to and
including the Exchange Date and for any taxable year of Worldwide DollarVest
ending upon the liquidation of Worldwide DollarVest or that Worldwide
DollarVest would not continue to qualify as a RIC for Federal income tax
purposes for the tax years in question.
(f) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(g) That Americas Income shall have received an opinion of Brown &
Wood LLP, as counsel to both Americas Income and Worldwide DollarVest, in form
and substance satisfactory to Americas Income and dated the Exchange Date,
with respect to the matters specified in Section 8(f) of this Agreement and
such other matters as Americas Income reasonably may deem necessary or
desirable.
<PAGE>
(h) That Americas Income shall have received a private letter ruling
from the Internal Revenue Service or an opinion of Brown & Wood LLP with
respect to the matters specified in Section 8(g) of this Agreement.
(i) That Americas Income shall have received from Deloitte & Touche
LLP a letter dated within three days prior to the effective date of the N-14
Registration Statement and a similar letter dated within five days prior to
the Exchange Date, in form and substance satisfactory to Americas Income, to
the effect that (i) they are independent public accountants with respect to
Worldwide DollarVest within the meaning of the 1933 Act and the applicable
published rules and regulations thereunder; (ii) in their opinion, the
financial statements and supplementary information of Worldwide DollarVest
included or incorporated by reference in the N-14 Registration Statement and
reported on by them comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the published rules and
regulations thereunder; (iii) on the basis of limited procedures agreed upon
by Worldwide DollarVest and Americas Income and described in such letter (but
not an examination in accordance with generally accepted auditing standards)
consisting of a reading of any unaudited interim financial statements and
unaudited supplementary information of Worldwide DollarVest included in the
N-14 Registration Statement, and inquiries of certain officials of Worldwide
DollarVest responsible for financial and accounting matters, nothing came to
their attention that caused them to believe that (a) such unaudited financial
statements and related unaudited supplementary information do not comply as to
form in all material respects with the applicable accounting requirements of
the 1933 Act and the published rules and regulations thereunder, (b) such
unaudited financial statements are not fairly presented in conformity with
generally accepted accounting principles, applied on a basis substantially
consistent with that of the audited financial statements, or (c) such
unaudited supplementary information is not fairly stated in all material
respects in relation to the unaudited financial statements taken as a whole;
and (iv) on the basis of limited procedures agreed upon by Americas Income and
Worldwide DollarVest and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the information
relating to Worldwide DollarVest appearing in the N-14 Registration Statement,
which information is expressed in dollars (or percentages derived from such
dollars) (with the exception of performance comparisons, if any), if any, has
been obtained from the accounting records of Worldwide DollarVest or from
schedules prepared by officials of Worldwide DollarVest having responsibility
for financial and reporting matters and such information is in agreement with
such records, schedules or computations made therefrom.
(j) That the Investments to be transferred to Americas Income shall
not include any assets or liabilities which Americas Income, by reason of
charter limitations or otherwise, may not properly acquire or assume.
(k) That the N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such effectiveness shall have
been instituted or, to the knowledge of Worldwide DollarVest, be contemplated
by the Commission.
(l) That the Commission shall not have issued an unfavorable advisory
report under Section 25(b) of the 1940 Act, nor instituted or threatened to
institute any proceeding seeking to enjoin consummation of the Reorganization
under Section 25(c) of the 1940 Act, and no other legal, administrative or
other proceeding shall be instituted or threatened which would materially
affect the financial condition of Worldwide DollarVest or would prohibit the
Reorganization.
(l) That Americas Income shall have received from the Commission such
orders or interpretations as Brown & Wood LLP, as counsel to Americas Income,
deems reasonably necessary or desirable under the 1933 Act and the 1940 Act in
connection with the Reorganization, provided, that such counsel shall have
requested such orders as promptly as practicable, and all such orders shall be
in full force and effect.
(m) That all proceedings taken by Worldwide DollarVest and its
counsel in connection with the Reorganization and all documents incidental
thereto shall be satisfactory in form and substance to Americas Income.
(n) That prior to the Exchange Date, Worldwide DollarVest shall have
declared a dividend or dividends which, together with all such previous
dividends, shall have the effect of distributing to its stockholders all of
its investment company taxable income to and including the Exchange Date, if
any (computed without regard to any deduction for dividends paid), and all of
its net capital gain, if any, realized to and including the Exchange Date.
<PAGE>
10. Termination, Postponement and Waivers.
(a) Notwithstanding anything contained in this Agreement to the
contrary, this Agreement may be terminated and the Reorganization abandoned at
any time (whether before or after adoption thereof by the stockholders of
Worldwide DollarVest) prior to the Exchange Date, or the Exchange Date may be
postponed, (i) by mutual consent of the Boards of Directors of Worldwide
DollarVest and Americas Income; (ii) by the Board of Directors of Worldwide
DollarVest if any condition of Worldwide DollarVest's obligations set forth in
Section 8 of this Agreement has not been fulfilled or waived by such Board; or
(iii) by the Board of Directors of Americas Income if any condition of
Americas Income's obligations set forth in Section 9 of this Agreement has not
been fulfilled or waived by such Board.
(b) If the transactions contemplated by this Agreement have not been
consummated by __________, 2000, this Agreement automatically shall terminate
on that date, unless a later date is mutually agreed to by the Boards of
Directors of Worldwide DollarVest and Americas Income.
(c) In the event of termination of this Agreement pursuant to the
provisions hereof, the same shall become void and have no further effect, and
there shall not be any liability on the part of either Worldwide DollarVest or
Americas Income or persons who are their directors, trustees, officers, agents
or stockholders in respect of this Agreement.
(d) At any time prior to the Exchange Date, any of the terms or
conditions of this Agreement may be waived by the Board of Directors of either
Worldwide DollarVest or Americas Income, respectively (whichever is entitled
to the benefit thereof), if, in the judgment of such Board after consultation
with its counsel, such action or waiver will not have a material adverse
effect on the benefits intended under this Agreement to the stockholders of
their respective fund, on behalf of which such action is taken. In addition,
the Boards of Directors of Worldwide DollarVest and Americas Income have
delegated to MLAM the ability to make non-material changes to the transaction
if it deems it to be in the best interests of Worldwide DollarVest and
Americas Income to do so.
(e) The respective representations and warranties contained in
Sections 1 and 2 of this Agreement shall expire with, and be terminated by,
the consummation of the Reorganization, and neither Worldwide DollarVest nor
Americas Income nor any of their officers, directors or trustees, agents or
stockholders shall have any liability with respect to such representations or
warranties after the Exchange Date. This provision shall not protect any
officer, director or trustee, agent or stockholder of Worldwide DollarVest or
Americas Income against any liability to the entity for which that officer,
director or trustee, agent or stockholder so acts or to its stockholders, to
which that officer, director or trustee, agent or stockholder otherwise would
be subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties in the conduct of such office.
(f) If any order or orders of the Commission with respect to this
Agreement shall be issued prior to the Exchange Date and shall impose any
terms or conditions which are determined by action of the Boards of Directors
of Worldwide DollarVest and Americas Income to be acceptable, such terms and
conditions shall be binding as if a part of this Agreement without further
vote or approval of the stockholders of Worldwide DollarVest unless such terms
and conditions shall result in a change in the method of computing the number
of shares of Americas Income to be issued to Worldwide DollarVest in which
event, unless such terms and conditions shall have been included in the proxy
solicitation materials furnished to the stockholders of Worldwide DollarVest
prior to the meeting at which the Reorganization shall have been approved,
this Agreement shall not be consummated and shall terminate unless Worldwide
DollarVest promptly shall call a special meeting of stockholders at which such
conditions so imposed shall be submitted for approval.
11. Indemnification.
(a) Worldwide DollarVest hereby agrees to indemnify and hold Americas
Income harmless from all loss, liability and expense (including reasonable
counsel fees and expenses in connection with the contest of any claim) which
Americas Income may incur or sustain by reason of the fact that (i) Americas
Income shall be required to pay any corporate obligation of Worldwide
DollarVest, whether consisting of tax deficiencies or otherwise, based upon a
claim or claims against Worldwide DollarVest which were omitted or not fairly
reflected in the financial statements to be delivered to Americas Income in
connection with the Reorganization; (ii) any representations or warranties
made by Worldwide DollarVest in this Agreement should prove to be false or
erroneous in any material respect; (iii) any covenant of Worldwide DollarVest
has been breached in any material respect; or (iv) any claim is made alleging
that (a) the N-14 Registration Statement included any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or (b) the
Proxy Statement and Prospectus delivered to the stockholders of Worldwide
DollarVest and forming a part of the N-14 Registration Statement included any
untrue statement of a material fact or omitted to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as such claim is
based on written information furnished to Worldwide DollarVest by Americas
Income.
(b) Americas Income hereby agrees to indemnify and hold Worldwide
DollarVest harmless from all loss, liability and expenses (including
reasonable counsel fees and expenses in connection with the contest of any
claim) which Worldwide DollarVest may incur or sustain by reason of the fact
that (i) any representations or warranties made by Americas Income in this
Agreement should prove false or erroneous in any material respect, (ii) any
covenant of Americas Income has been breached in any material respect, or
(iii) any claim is made alleging that (a) the N-14 Registration Statement
included any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the
statements therein, not misleading or (b) the Proxy Statement and Prospectus
delivered to stockholders of Worldwide DollarVest and forming a part of the
N-14 Registration Statement included any untrue statement of a material fact
or omitted to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except insofar as such claim is based on written information
furnished to Americas Income by Worldwide DollarVest.
(c) In the event that any claim is made against Americas Income in
respect of which indemnity may be sought by Americas Income from Worldwide
DollarVest under Section 11(a) of this Agreement, or in the event that any
claim is made against Worldwide DollarVest in respect of which indemnity may
be sought by Worldwide DollarVest from Americas Income under Section 11(b) of
this Agreement, then the party seeking indemnification (the "Indemnified
Party"), with reasonable promptness and before payment of such claim, shall
give written notice of such claim to the other party (the "Indemnifying
Party"). If no objection as to the validity of the claim is made in writing to
the Indemnified Party by the Indemnifying Party within thirty (30) days after
the giving of notice hereunder, then the Indemnified Party may pay such claim
and shall be entitled to reimbursement therefor, pursuant to this Agreement.
If, prior to the termination of such thirty-day period, objection in writing
as to the validity of such claim is made to the Indemnified Party, the
Indemnified Party shall withhold payment thereof until the validity of such
claim is established (i) to the satisfaction of the Indemnifying Party, or
(ii) by a final determination of a court of competent jurisdiction, whereupon
the Indemnified Party may pay such claim and shall be entitled to
reimbursement thereof, pursuant to this Agreement, or (iii) with respect to
any tax claims, within seven (7) calendar days following the earlier of (A) an
agreement between Worldwide DollarVest and Americas Income that an indemnity
amount is payable, (B) an assessment of a tax by a taxing authority, or (C) a
"determination" as defined in Section 1313(a) of the Code. For purposes of
this Section 11, the term "assessment" shall have the same meaning as used in
Chapter 63 of the Code and Treasury Regulations thereunder, or any comparable
provision under the laws of the appropriate taxing authority. In the event of
any objection by the Indemnifying Party, the Indemnifying Party promptly shall
investigate the claim, and if it is not satisfied with the validity thereof,
the Indemnifying Party shall conduct the defense against such claim. All costs
and expenses incurred by the Indemnifying Party in connection with such
investigation and defense of such claim shall be borne by it. These
indemnification provisions are in addition to, and not in limitation of, any
other rights the parties may have under applicable law.
12. Other Matters.
(a) Pursuant to Rule 145 under the 1933 Act, and in connection with
the issuance of any shares to any person who at the time of the Reorganization
is, to its knowledge, an affiliate of a party to the Reorganization pursuant
to Rule 145(c), Americas Income will cause to be affixed upon the
certificate(s) issued to such person (if any) a legend as follows:
THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
EXCEPT TO MERRILL LYNCH AMERICAS INCOME FUND, INC. (OR ITS STATUTORY
SUCCESSOR) OR ITS PRINCIPAL UNDERWRITER UNLESS (I) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT
OF 1933 OR (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE FUND, SUCH REGISTRATION IS NOT REQUIRED.
<PAGE>
and, further, that stop transfer instructions will be issued to Americas
Income's transfer agent with respect to such shares. Worldwide DollarVest will
provide Americas Income on the Exchange Date with the name of any Worldwide
DollarVest stockholder who is to the knowledge of Worldwide DollarVest an
affiliate of Worldwide DollarVest on such date.
(b) All covenants, agreements, representations and warranties made
under this Agreement and any certificates delivered pursuant to this Agreement
shall be deemed to have been material and relied upon by each of the parties,
notwithstanding any investigation made by them or on their behalf.
(c) Any notice, report or demand required or permitted by any
provision of this Agreement shall be in writing and shall be made by hand
delivery, prepaid certified mail or overnight service, addressed to Worldwide
DollarVest or Americas Income, in either case at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536, Attn: Terry K. Glenn, President.
(d) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the Reorganization, constitutes
the only understanding with respect to the Reorganization, may not be changed
except by a letter of agreement signed by each party and 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 said state.
(e) Copies of the Articles of Incorporation, as amended, restated and
supplemented, of Worldwide DollarVest and Americas Income are on file with the
Department of Assessments and Taxation of the State of Maryland and notice is
hereby given that this instrument is executed on behalf of the Directors of
each Fund.
<PAGE>
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original but all
such counterparts together shall constitute but one instrument.
MERRILL LYNCH AMERICAS INCOME FUND, INC.
BY______________________________________
( , PRESIDENT)
ATTEST:
_______________________________________
( , SECRETARY)
WORLDWIDE DOLLARVEST FUND, INC.
BY:_____________________________________
( , VICE PRESIDENT AND
TREASURER)
ATTEST:
_______________________________________
( , SECRETARY)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
WORLDWIDE DOLLARVEST FUND, INC.
MERRILL LYNCH AMERICAS INCOME FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
(609) 282-2800
This Statement of Additional Information is not a prospectus and
should be read in conjunction with the Proxy Statement and Prospectus of
Worldwide DollarVest Fund, Inc. ("Worldwide DollarVest") and Merrill Lynch
Americas Income Fund, Inc. ("Americas Income") dated , 2000 (the "Proxy
Statement and Prospectus"), which has been filed with the Securities and
Exchange Commission and can be obtained, without charge, by calling Americas
Income at 1-800-456-4587, ext. 123, or by writing to Americas Income at the
above address. This Statement of Additional Information has been incorporated
by reference into the Proxy Statement and Prospectus.
Further information about Americas Income is contained in and
incorporated by reference to its Statement of Additional Information, dated
March 30, 2000, which is incorporated by reference into and accompanies this
Statement of Additional Information.
The Commission maintains a web site (http://www.sec.gov) that
contains the prospectus of each of Worldwide DollarVest and Americas Income,
the statement of additional information of Americas Income, other material
incorporated by reference and other information regarding Worldwide DollarVest
and Americas Income.
The date of this Statement of Additional Information is ,
2000.
<PAGE>
TABLE OF CONTENTS
General Information..........................................................2
Financial Statements.........................................................2
GENERAL INFORMATION
The stockholders of Worldwide DollarVest are being asked to approve
the acquisition of substantially all of the assets of Worldwide DollarVest,
and the assumption of substantially all of the liabilities of Worldwide
DollarVest, by Americas Income in exchange solely for an equal aggregate value
of Class A shares of Americas Income (the "Reorganization"). Americas Income
is an open-end management investment company organized as a Maryland
corporation. An Annual Meeting of Stockholders of Worldwide DollarVest to
consider the Reorganization will be held at 800 Scudders Mill Road,
Plainsboro, New Jersey, on August 23, 2000, at 10:00 a.m., Eastern time.
For detailed information about the Reorganization, stockholders of
Worldwide DollarVest should refer to the Proxy Statement and Prospectus. For
further information about Americas Income, stockholders should refer to
Americas Income's Statement of Additional Information, dated March 30, 2000,
which accompanies this Statement of Additional Information and is incorporated
by reference herein.
FINANCIAL STATEMENTS
Pro forma financial statements reflecting consummation of the
Reorganization are included herein.
Americas Income
Audited financial statements and accompanying notes for the fiscal
year ended December 31, 1999, and the independent auditor's report thereon,
dated February 11, 2000, of Americas Income are incorporated herein by
reference from Americas Income's Annual Report to Shareholders.
Worldwide DollarVest
Audited financial statements and accompanying notes for the fiscal
year ended November 30, 1999, and the independent auditor's report thereon,
dated January 5, 2000 of Worldwide DollarVest are incorporated herein by
reference from Worldwide DollarVest's Annual Report to Shareholders.
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article VI of Registrant's Articles of
Incorporation, Article VI of Registrant's By-Laws, Section 2-418 of the
Maryland General Corporation Law and Section 9 of the Class A, Class B, Class
C and Class D Distribution Agreements.
Article VI of the By-Laws provides that each officer and director of
the Registrant shall be indemnified by the Registrant to the full extent
permitted under the General Laws of the State of Maryland, except that such
indemnity shall not protect any such person against any liability to the
Registrant or any stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. Absent
a court determination that an officer or director seeking indemnification was
not liable on the merits or guilty of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office, the decision by the Registrant to indemnify such person must be based
upon the reasonable determination of independent counsel or non-party
independent directors, after review of the facts, that such officer or
director is not guilty of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Each officer and director of the Registrant claiming indemnification
within the scope of Article VI of the By-Laws shall be entitled to advances
from the Registrant for payment of the reasonable expenses incurred by him in
connection with proceedings to which he is a party in the manner and to the
full extent permitted under the General Laws of the State of Maryland,
provided, however, that the person seeking indemnification shall provide to
the Registrant a written affirmation of his good faith belief that the
standard of conduct necessary for indemnification by the Registrant has been
met and a written undertaking to repay any such advance, if it should
ultimately be determined that the standard of conduct has not been met, and
provided further that at least one of the following additional conditions is
met: (a) the person seeking indemnification shall provide a security in form
and amount acceptable to the Registrant for his undertaking; (b) the
Registrant is insured against losses arising by reason of the advance; (c) a
majority of a quorum of non-party independent directors, or independent legal
counsel in a written opinion, shall determine, based on a review of facts
readily available to the Registrant at the time the advance is proposed to be
made, that there is reason to believe that the person seeking indemnification
will ultimately be found to be entitled to indemnification.
The Registrant may purchase insurance on behalf of an officer or
director protecting such person to the full extent permitted under the General
Laws of the State of Maryland from liability arising from his or her
activities as an officer or director of the Registrant. The Registrant,
however, may not purchase insurance on behalf of any officer or director of
the Registrant that protects or purports to protect such person from liability
to the Registrant or to its stockholders to which such officer or director
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office.
The Registrant may indemnify, make advances or purchase insurance to
the extent provided in Article VI of the By-Laws on behalf of an employee or
agent who is not an officer or director of the Registrant.
In Section 9 of the Class A, Class B, Class C and Class D
Distribution Agreements relating to the securities being offered hereby, the
Registrant agrees to indemnify the Distributor and each person, if any, who
controls the Distributor within the meaning of the Securities Act of 1933 (the
"1933 Act"), against certain types of civil liabilities arising in connection
with the Registration Statement or Prospectus and Statement of Additional
Information.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to Directors, officers and controlling persons of the
Registrant and the principal underwriter pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a Director,
officer, or controlling person of the Registrant and the principal underwriter
<PAGE>
in connection with the successful defense of any action, suit or proceeding)
is asserted by such Director, officer or controlling person or the principal
underwriter in connection with the shares being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
Item 16. Exhibits.
(1)(a) Amended and Restated Articles of Incorporation of the Registrant,
dated November 12, 1993.(a)
(b) Articles of Amendment to Articles of Incorporation of the
Registrant.(b)
(c) Articles Supplementary to the Articles of Incorporation of the
Registrant.(b)
(2) By-Laws of the Registrant.(c)
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization between the
Registrant and Worldwide DollarVest Fund, Inc. (included as
Exhibit I to the Proxy Statement and Prospectus contained in this
Registration Statement).
(5) Portions of the Articles of Incorporation, as amended and
restated, and By-Laws of the Registrant defining the rights of
holders of shares of common stock of the Registrant.(d)
(6)(a) Investment Advisory Agreement between the Registrant and Merrill
Lynch Asset Management, L.P. ("MLAM").(e)
(b) Supplement to Investment Advisory Agreement between the Registrant
and MLAM.(f) (c) Form of Sub-Advisory Agreement between MLAM and
Merrill Lynch Asset Management U.K. Limited.(g)
(7)(a) Class A Shares Distribution Agreement between the Registrant and
Princeton Funds Distributor, Inc. (the "Distributor") (including
Form of Selected Dealers Agreement).(g)
(b) Class B Shares Distribution Agreement between the Registrant and
the Distributor.(e) (c) Class C Shares Distribution Agreement
between the Registrant and the Distributor.(g) (d) Class D Shares
Distribution Agreement between the Registrant and the
Distributor.(g)
(8) Credit Agreement between the Registrant and a syndicate of banks.
(j)
(9) Custody Agreement between the Registrant and Brown Brothers
Harriman & Co.(e)
(10)(a) Class B Distribution Plan of the Registrant and Class B Shares
Distribution Plan Sub-Agreement.(e)
(b) Class C Distribution Plan of the Registrant and Class C Shares
Distribution Plan Sub-Agreement.(g)
(c) Class D Distribution Plan of the Registrant and Class D Shares
Distribution Plan Sub-Agreement.(g)
(d) Merrill Lynch Select Pricing(SM) System Plan pursuant to Rule
l8f-3.(h)
(11) Opinion and Consent of Brown & Wood LLP, counsel for the
Registrant.*
(12) Private Letter Ruling from the Internal Revenue Service.*
(13) Not applicable.
(14)(a) Consent of [ ], independent auditors
for the Registrant.*
(b) Consent of [ ], independent auditors
for Worldwide DollarVest Fund, Inc.*
(15) Not applicable.
(16) Power of Attorney (included on the signature page of this
Registration Statement).
(17)(a) Prospectus dated March 30, 2000, and Statement of Additional
Information dated March 30, 2000, of the Registrant.*
(b) Annual Report to Stockholders of the Registrant, as of December
31, 1999.*
(c) Annual Report to Stockholders of Worldwide DollarVest Fund, Inc.
as of November 30, 1999.*
(d) Form of Proxy
- ---------------
(a) Filed on August 20, 1993 as an Exhibit to Pre-Effective Amendment No. 3
to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (File No. 33-64398) (the "Registration
Statement").
(b) Filed on April 28, 1995 as an Exhibit to Post-Effective Amendment no. 3
to the Registration Statement.
(c) Filed On April 29, 1996 as an Exhibit to Post-Effective Amendment No. 4
to the Registration Statement.
<PAGE>
(d) Reference is made to Article III (Sections 2, 3, 4 and 5), Article IV,
Article V (Sections 2, 3, 4, 5, 6 and 7), Article VI, Article VII,
Article IX of the Registrant's Amended and Restated Articles of
Incorporation filed as Exhibit 1(a) to the Registration Statement;
Articles of Amendment to the Articles of Incorporation filed as Exhibit
1(b) to the Registration Statement; Articles Supplementary to the
Articles of Incorporation filed as Exhibit 1(c) to the Registration
Statement; and Article II, Article III (Sections 1, 2, 3, 5, 6 and 7),
Article VI, Article VII, Article XII, Article XIII and Article XIV of the
Registrant's By-Laws filed as Exhibit 2 to the Registration Statement.
(e) Filed on February 18, 1994, as an Exhibit to Post-Effective Amendment No.
1 to the Registration Statement.
(f) Filed on April 29, 1997, as an Exhibit to Post-Effective Amendment No. 5
to the Registration Statement.
(g) Filed on October 17, 1994, as an Exhibit to Post-Effective Amendment No.
2 to the Registration Statement.
(h) Incorporated by reference to Exhibit 18 to Post-Effective Amendment No.
13 to the Registration Statement on Form N-1A under the Securities Act of
1933, as amended, filed on January 25, 1996, relating to shares of
Merrill Lynch New York Municipal Bond Fund series of Merrill Lynch
Multi-State Municipal Series Trust (File No. 2-99473).
(i) Filed on August 20, 1993 as an Exhibit to Pre-Effective Amendment No. 3
to the Registration Statement and refiled with Post-Effective Amendment
No. 9 on March 30, 2000 pursuant to Electronic Data Gathering, Analysis
and Retrieval (EDGAR) requirements.
(j) Incorporated by reference to Exhibit 8(b) to the Registration Statement
on Form N-1A of Master Premier Growth Trust (File No. 811-09733), filed
December 21, 1999.
* To be filed by Amendment.
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through use of a prospectus which is
part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, as amended, the reoffering prospectus will contain information called
for by the applicable registration form for reofferings by persons who may be
deemed underwriters, in addition to the information called for by other items
of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the offering of
securities at that time shall be deemed to be the initial bona fide offering
of them.
(3) The Registrant undertakes to file, by post-effective amendment,
either a copy of the Internal Revenue Service private letter ruling applied
for or an opinion of counsel as to certain tax matters, within a reasonable
time after receipt of such ruling or opinion.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration
Statement has been signed on behalf of the Registrant, in the Township of
Plainsboro and State of New Jersey, on the 17th day of May, 2000.
MERRILL LYNCH AMERICAS INCOME FUND, INC.
(Registrant)
By /s/ DONALD C. BURKE
-------------------------
(Donald C. Burke, Vice President and Treasurer)
Each person whose signature appears below hereby authorizes Terry K.
Glenn, Donald C. Burke or Joseph T. Monagle Jr., or any of them, as
attorney-in-fact, to sign on his behalf, individually and in each capacity
stated below, any amendments to this Registration Statement (including
post-effective amendments) and to file the same, with all exhibits thereto,
with the Securities and Exchange Commission.
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ TERRY K. GLENN President and Director
- -----------------------------------------------
(Terry K. Glenn) (Principal Executive Officer) May 17, 2000
Vice President and Treasurer
/s/ DONALD C. BURKE (Principal Financial
- -----------------------------------------------
(Donald C. Burke) and Accounting Officer) May 17, 2000
/s/ CHARLES C. REILLY Director May 17, 2000
- -----------------------------------------------
(Charles C. Reilly)
/s/ RICHARD R. WEST Director May 17, 2000
- -----------------------------------------------
(Richard R. West)
/s/ ARTHUR ZEIKEL Director May 17, 2000
- -----------------------------------------------
(Arthur Zeikel)
/s/ EDWARD D. ZINBARG Director May 17, 2000
- -----------------------------------------------
(Edward D. Zinbarg)
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
(17)(d) -- Form of Proxy.
<PAGE>
Exhibit (17)(d)
WORLDWIDE DOLLARVEST FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and
Robert Harris as proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated on the
reverse hereof, all the shares of Common Stock of Worldwide DollarVest Fund,
Inc. (the "Fund"), held of record by the undersigned on June 27, 2000 at the
annual meeting of stockholders of the Fund to be held on August 23, 2000 or
any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
proxy will be voted for Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote "FOR"
each proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting or any adjournment thereof. If you do not
intend to personally attend the meeting, please complete and return this card
at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
Please mark boxes |X| or |X| in blue or black ink.
1. To approve or disapprove an Agreement and Plan of Reorganization between
Worldwide DollarVest Fund, Inc. and Merrill Lynch Americas Income Fund,
Inc. FOR | | AGAINST | | ABSTAIN | |
2. ELECTION OF FOR all nominees listed below WITHHOLD AUTHORITY
DIRECTORS (except as marked to the contrary to vote for all nominees
below) | | listed below | |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
Ronald W. Forbes, Terry K. Glenn, Cynthia A. Montgomery, Charles C. Reilly,
Kevin A. Ryan, Roscoe S. Suddarth, Richard R. West, Arthur Zeikel and
Edward D. Zinbarg.
3. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of Worldwide DollarVest Fund, Inc. to serve for the
current fiscal year.
FOR | | AGAINST | | ABSTAIN | |
4. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney or as
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by president or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Dated: ___________________________, 2000
X
-----------------------------------------
Signature
X
-----------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
