<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
---
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
The Americas Income Trust Inc.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
(specify)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction :
(5) Total fee paid:
[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[PRELIMINARY COPY]
THE AMERICAS INCOME TRUST INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 2, 1998
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The
Americas Income Trust Inc. (the "Fund") will be held at 10:00 a.m., Central
Time, on Thursday, April 2, 1998, on the ____ floor of the Piper Jaffray Tower,
222 South Ninth Street, Minneapolis, Minnesota. The purposes of the meeting are
as follows:
1. To vote on a new sub-advisory agreement between Piper Capital
Management Incorporated and Salomon Brothers Asset Management Inc. No
fee increase is proposed.
2. To vote on such other business as may properly come before the meeting
or any adjournments or postponements thereof.
Shareholders of record on ________________ , are the only persons entitled
to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE FILL IN, SIGN, DATE,
AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE. A stamped return envelope is enclosed for your
convenience.
Susan Sharp Miley, Secretary
Dated: , 1998
----------------------------
<PAGE>
[PRELIMINARY COPY]
PROXY STATEMENT
THE AMERICAS INCOME TRUST INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
SPECIAL MEETING OF SHAREHOLDERS --APRIL 2, 1998
The enclosed proxy is solicited by the Board of Directors of The Americas
Income Trust Inc. (the "Fund") in connection with a special meeting of
shareholders of the Fund to be held Thursday, April 2, 1998, and any
adjournments or postponements thereof. The costs of solicitation, including the
cost of preparing and mailing the Notice of Meeting and this Proxy Statement,
will be paid by the Travelers Group Inc. or its affiliates. Such mailing will
take place on approximately __________________, 1998. Representatives of Piper
Capital Management Incorporated (the "Adviser"), the investment adviser and
manager of the Fund, may, without cost to the Fund, solicit proxies on behalf of
the management of the Fund by means of mail, telephone, or personal calls. In
addition, the Fund has engaged Shareholder Communications Corporation to assist
in the solicitation of proxies, the cost of which is anticipated to be
approximately $_____________.
A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Fund, or at the meeting prior to voting.
Unless revoked, properly executed proxies in which a choice is not specified by
the shareholders will be voted "for" the proposal being presented to
shareholders, in accordance with the recommendation of the Fund's Board of
Directors. In instances where a choice is specified by the shareholders in the
proxy, those proxies will be voted in accordance with the shareholder's choice.
Abstentions may be specified and will be counted as present for purposes of
determining whether a quorum of shares is present at the meeting, but will have
the same effect as a vote "against" the proposal. Under the Rules of the New
York Stock Exchange, the proposal being presented to shareholders is considered
a "non-discretionary" proposal, which means that brokers who hold Fund shares in
street name for customers are not authorized to vote on such proposal on behalf
of their customers who have not furnished the broker specific voting
instructions. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on the proposal, then the shares covered by such non-vote
shall not be counted as present for purposes of calculating the vote with
respect to the proposal. So far as the Board of Directors of the Fund is aware,
no matters other than those described in this Proxy Statement will be acted upon
at the meeting. Should any other matters properly come before the meeting
calling for a vote of shareholders, it is the intention of the persons named as
proxies in the enclosed proxy to vote upon such matters according to their best
judgment.
Only shareholders of record on ________________, 1998, may vote at the
meeting or any adjournments thereof. As of that date, there were issued and
outstanding _______________________ common shares, $.01 par value, of the Fund.
Common shares represent the only class of securities of the Fund. Each
shareholder of the Fund is entitled to one vote for each share held. No person,
to the knowledge of Fund management, was the beneficial owner of more than 5% of
the voting shares of the Fund as of ________________, 1998.
In the event that sufficient votes are not received for the adoption of
proposal #1, an adjournment or adjournments of the meeting may be sought. Any
adjournment would require a vote in favor of the adjournment by the holders of a
majority of the shares present (in person or by proxy) at the meeting or any
adjournment thereof. The persons named as proxies will vote all shares that
have voted for the proposal in favor of adjournment; shares voted against the
proposal will be voted against adjournment.
1
<PAGE>
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO SHAREHOLDERS
UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT THE FUNDS AT
222 SOUTH NINTH STREET, MINNEAPOLIS, MINNESOTA 55402, OR CALL 800-866-7778,
EXTENSION 6786, AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN
THREE BUSINESS DAYS OF YOUR REQUEST.
APPROVAL OF A NEW SUB-ADVISORY AGREEMENT
BETWEEN PIPER CAPITAL MANAGEMENT INCORPORATED AND
SALOMON BROTHERS ASSET MANAGEMENT INC
INTRODUCTION
Salomon Brothers Asset Management Inc ("SBAM") serves as the investment
sub-adviser for the Fund. On November 28, 1997, Salomon Inc ("Salomon"), the
ultimate parent company of SBAM, merged with and into Smith Barney Holdings
Inc., a subsidiary of Travelers Group Inc. ("Travelers"), to form a new company
called Salomon Smith Barney Holdings Inc. (the "Transaction"). Upon
consummation of the Transaction, Travelers became the ultimate parent of SBAM.
At the time of the transaction, SBAM was serving as the investment
sub-adviser for the Fund pursuant to a sub-advisory agreement between the
Adviser and SBAM dated May 14, 1996 (the "Old Sub-Advisory Agreement"). The
Transaction could be deemed to have resulted in an "assignment," as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), of the Old
Sub-Advisory Agreement. As required by the 1940 Act, the Old Sub-Advisory
Agreement provided for its automatic termination in the event of its assignment.
Accordingly, the Fund's Board of Directors (the "Board") approved a new
sub-advisory agreement between the Adviser and SBAM (the "New Sub-Advisory
Agreement"), identical in all material respects to the Old Sub-Advisory
Agreement, which became effective on November 28, 1997. The Board is
recommending that shareholders approve the New Sub-Advisory Agreement. A
description of the New Sub-Advisory Agreement, including the services to be
provided by SBAM thereunder, is set forth below.
THE TRANSACTION
The Transaction was consummated on November 28, 1997, pursuant to a Merger
Agreement dated September 24, 1997 between Travelers and Salomon. In connection
with the Transaction, Travelers issued 1.695 shares of its common stock in
exchange for each outstanding share of Salomon common stock. Salomon preferred
stockholders received one newly issued share of a corresponding series of
Travelers preferred stock with terms substantially identical to those of the
respective series of Salomon preferred stock they exchanged. The total value of
the Transaction was approximately $9 billion.
Prior to consummation of the Transaction, Travelers advised the Fund that
it anticipated that, upon consummation of the Transaction, SBAM would continue
to provide the same level of advisory services as had been provided to the Fund
to date.
EXEMPTIVE ORDER
Section 15(a) of the 1940 Act prohibits any person from serving as an
investment adviser (or sub-adviser) to a registered investment company except
pursuant to a written contract that has been approved by the shareholders of
the registered investment company. Because there was insufficient time to
obtain shareholder approval of the New Sub-Advisory Agreement prior to the
Transaction, Travelers, Smith Barney Holdings Inc. and Salomon applied for an
Order (the "Order") from the Securities and Exchange Commission exempting
them from compliance with Section 15(a) of the 1940 Act pending approval of
the New Sub-Advisory Agreement by Fund shareholders. The Order, which was
issued on November 26, 1997, permitted the New Sub-Advisory Agreement to go
into effect without shareholder approval upon consummation of the Transaction
on November 28, 1997. Fees paid to the Sub-Adviser since such date have been
held in escrow with an unaffiliated financial institution pending shareholder
approval of the New Sub-Advisory Agreement. If Fund shareholders do not
approve the New Sub-Advisory Agreement within 150 days after consummation
of the Transaction, the amount held in escrow will be returned to the Fund.
SECTION 15(f) OF THE 1940 ACT
Section 15(f) of the 1940 Act is available to the parties in connection
with the Transaction. Section 15(f) provides in substance that when a sale of a
controlling interest in an investment adviser occurs (including a sub-adviser),
the investment adviser or any of its affiliated persons may receive any amount
of benefit in connection therewith as long as two conditions are satisfied.
First, an "unfair burden" must not be imposed on the investment company as a
result of the transaction relating to the sale of such interest, or any express
or implied terms, conditions or understandings applicable thereto. The term
"unfair burden" (as defined in the 1940 Act) includes any arrangement during the
two-year period after the transaction whereby the investment adviser (or
predecessor or successor adviser), or
2
<PAGE>
any "interested person" (as defined in the 1940 Act) of any such adviser,
receives or is entitled to receive any compensation, directly or indirectly,
from the investment company or its security holders (other than fees for bona
fide investment advisory or other services) or from any person in connection
with the purchase or sale of securities or other property to, from or on behalf
of the investment company. The Fund's Board of Directors is aware of no
circumstances arising from the Transaction that might result in an unfair burden
being imposed on the Fund. The second condition of Section 15(f) is that during
the three-year period following the consummation of a transaction, at least 75%
of the investment company's board of directors must not be "interested persons"
(as defined in the 1940 Act) of the investment adviser or predecessor adviser.
The Fund's Board of Directors currently meets this test.
THE OLD AND NEW SUB-ADVISORY AGREEMENTS
Prior to the Transaction, SBAM acted as sub-adviser to the Fund pursuant to
the Old Sub-Advisory Agreement. The Old Sub-Advisory Agreement was last
presented to Fund shareholders for their initial approval at a meeting held May
9, 1996, and was last reapproved by the Board at a meeting held May 23, 1997.
During the fiscal year ended October 31, 1997, SBAM received $216,514 in
sub-advisory fees under the Old Sub-Advisory Agreement.
As discussed above, the Transaction could be deemed to have resulted in the
assignment and termination of the Old Sub-Advisory Agreement. Therefore, at a
meeting held November 14, 1997, the Board approved the New Sub-Advisory
Agreement, which became effective on November 28, 1997, the date of consummation
of the Transaction.
The New Sub-Advisory Agreement contains the same terms and conditions,
including the fees payable thereunder, as the Old Sub-Advisory Agreement, except
for the effective and termination dates. A copy of the New Sub-Advisory
Agreement is attached as Exhibit A to this proxy statement and is summarized
below. The following summary is qualified in its entirety by reference to the
text of the New Sub-Advisory Agreement.
SERVICES TO BE PERFORMED
Under the terms of the New Sub-Advisory Agreement, and subject to the
supervision of the Adviser, SBAM will continue to direct the investment of the
Fund's assets and be responsible for the formulation and implementation of a
continuing program for the management of the Fund's assets and resources. SBAM
will continue to make all determinations with respect to the investment of the
assets of the Fund and will take all steps as may be necessary to implement the
determinations, including the placement of purchase and sale orders on behalf of
the Fund.
EXPENSES AND SUB-ADVISORY FEES
Like the Old Sub-Advisory Agreement, the New Sub-Advisory Agreement
provides that the Adviser shall pay SBAM a monthly management fee at an annual
rate of .375% of the Fund's average weekly net assets during each month. Such
fee is equal to 75% of the advisory fee received by the Adviser from the Fund
under an Investment Advisory and Management Agreement between the Fund and the
Adviser. The New Sub-Advisory Agreement provides that SBAM shall bear all
expenses of its performance of its obligations thereunder, but no other
expenses.
LIMITATION OF LIABILITY
The New Sub-Advisory Agreement provides that SBAM will not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund or
its shareholders in connection with the performance by SBAM of its duties
thereunder, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of SBAM in the performance of its duties or from reckless
disregard by SBAM of its duties under the New Sub-Advisory Agreement.
3
<PAGE>
DURATION AND TERMINATION
The New Sub-Advisory Agreement has an initial term of two years, and
thereafter will continue in effect only so long as such continuance is
specifically approved at least annually by either the Board of Directors of the
Fund, or by a vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund, provided that, in either event, such continuance
is also approved by a vote of a majority of the directors who are not parties to
such Agreement, or interested persons of such parties, cast in person at a
meeting called for the purpose of voting on such approval. The New Sub-Advisory
Agreement provides for automatic termination in the event of its assignment. In
addition, the New Sub-Advisory Agreement is terminable at any time, without
penalty, by the Board of Directors of the Fund or by a vote of a majority of the
Fund's outstanding voting securities on 60 days' written notice to the Adviser
and SBAM, by the Adviser on 60 days' written notice to the Sub-Adviser, or by
the Sub-Adviser on 60 days' written notice to the Adviser.
BOARD DELIBERATIONS
At a meeting held on November 14, 1997, the Fund's Board of Directors,
including the Board members who are not "interested persons" (as defined in the
1940 Act) of any party to the New Sub-Advisory Agreement or its affiliates,
approved the New Sub-Advisory Agreement and recommended that shareholders of the
Fund approve such Agreement.
Prior to and during the meeting, the independent directors requested and
received all information they deemed necessary to enable them to determine
whether implementation of the New Sub-Advisory Agreement was in the best
interests of the Fund. In approving the New Sub-Advisory Agreement and
determining to submit it to shareholders for their approval, the Board
determined that in order to assure the continuity and efficiency of sub-advisory
services upon consummation of the Transaction it would be in the best interests
of the Fund to approve the New Sub-Advisory Agreement. In connection with its
review of the New Sub-Advisory Agreement, the Board reviewed materials furnished
by SBAM and Travelers. These materials included financial statements as well as
other written information regarding Travelers and Salomon and their personnel,
operations and financial condition. The Board also considered the nature,
quality and scope of the services provided by SBAM to date. The Board noted
that it was expected that SBAM would be operated as a separate subsidiary of
Travelers after consummation of the Transaction, with substantially the same
investment personnel that SBAM employed prior to the transaction. The Board
also noted certain representations made by SBAM. SBAM represented that it
expected, after the Transaction, to continue to manage the Fund in the same
manner as prior to the closing, and that it anticipated no change in any of its
portfolio managers. SBAM also represented that it would take all appropriate
steps so that the scope and quality of advisory and other services provided to
the Fund upon consummation of the Transaction would be at least equivalent to
the scope and quality of services previously provided, and that it would apprise
and consult with the Board if personnel providing services during such period
were to change materially. In addition, the Board considered the fact that the
terms of the Old Sub-Advisory Agreement and the New Sub-Advisory Agreement are
substantially the same, including identical compensation terms. The Board also
noted that all compensation payable to SBAM under the New Sub-Advisory Agreement
would be held in escrow pending approval by Fund shareholders of such Agreement.
Finally, the Board noted that the expenses of solicitation would be borne by
Travelers or its affiliates.
In addition to the foregoing considerations, the Board considered the high
likelihood of SBAM's and Travelers' financial stability following consummation
of the Transaction, particularly in light of the overall experience and
reputation of SBAM and Travelers and their financial stability, and whether
there were any aspects of the Transaction likely to affect the ability of SBAM
to retain and attract qualified personnel following consummation.
4
<PAGE>
VOTE REQUIRED
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT THE SHAREHOLDERS OF THE
FUND VOTE TO APPROVE THE PROPOSED NEW SUB-ADVISORY AGREEMENT. Adoption of the
proposal requires the favorable vote of a majority of the outstanding shares of
the Fund, as defined in the 1940 Act, which means the lesser of the vote of (a)
67% of the shares of the Fund present at a meeting where more than 50% of the
outstanding shares are present in person or by proxy, or (b) more than 50% of
the outstanding shares of the Fund. Unless otherwise instructed, the proxies
will vote for the approval of the proposed New Sub-Advisory Agreement.
SUPPLEMENTAL INFORMATION ABOUT THE ADVISER
The Adviser is a wholly owned subsidiary of Piper Jaffray Companies Inc.
("Piper Jaffray"), a publicly held corporation which is engaged through its
subsidiaries in various aspects of the financial services industry. The address
of the Fund, the Adviser and Piper Jaffray is Piper Jaffray Tower, 222 South
Ninth Street, Minneapolis, Minnesota 55402-3804.
On December 15, 1997, Piper Jaffray announced that it had entered into an
agreement to be acquired by U.S. Bancorp. It is anticipated that this
acquisition will be completed in the second quarter of 1998, subject to
regulatory approvals, the approval of Piper Jaffray shareholders and the
satisfaction of customary closing conditions. Under the 1940 Act, consummation
of the acquisition of Piper Jaffray by U.S. Bancorp will result in the
assignment and automatic termination of the Fund's investment advisory and
sub-advisory agreements (including the New Sub-Advisory Agreement which
shareholders are being asked to approve). Consequently, subject to prior
approval by the Fund's Board of Directors, it is anticipated that Fund
shareholders will be asked to approve new advisory and sub-advisory agreements
containing the same fees and other substantive terms as the current agreements.
The names and principal occupations of the principal executive officer and
each director of the Adviser are set forth below. The address of all
individuals is that of the Fund.
<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <S>
Paul A. Dow Chief Executive Officer and Chief Investment Officer of
the Adviser.
E. Peter Gillette, Jr. Director of the Adviser and President and Chairman of
Piper Trust Company.
Deborah K. Roesler Director of the Adviser and Chief Financial
Officer/Treasurer of Piper Jaffray Companies Inc.
</TABLE>
The following officers of the Fund are also officers and employees of the
Adviser. No directors of the Fund are officers, directors or employees of the
Adviser.
<TABLE>
<CAPTION>
Name Position with Fund Position with Adviser
- ---- ---------------------------- ---------------------
<S> <C> <C>
Paul A. Dow President See table above
Robert H. Nelson Vice President and Treasurer Senior Vice President
Susan S. Miley Secretary Senior Vice President,
General Counsel and
Secretary
</TABLE>
5
<PAGE>
The Fund's directors and executive officers own, individually and in the
aggregate, directly or indirectly, less than 1% of the outstanding shares of
each of the Fund, Piper Jaffray, the parent of the Adviser, and Travelers,
the indirect parent of SBAM.
The Adviser currently serves as investment adviser for the following
investment companies that have an investment objective similar to that of the
Fund:
<TABLE>
<CAPTION>
Net Assets of Fund at
Fund Rate of Compensation January 31, 1998
---- -------------------- ---------------------
<S> <C> <C>
American Government Income Fund * see below
Inc. ("AGF")
American Government Income *see below
Portfolio Inc. ("AAF")
American Opportunity Income Fund **see below
Inc. ("OIF")
American Strategic Income Portfolio **see below
Inc. ("ASP")
American Strategic Income Portfolio **see below
Inc.--II ("BSP")
American Strategic Income Portfolio **see below
Inc.--III ("CSP")
Highlander Income Fund Inc. Annual rate of .60% of average weekly
net assets
American Select Portfolio Inc. Annual rate of .50% of average weekly
net assets
Institutional Government Annual rate of .30% of average daily
Adjustable Portfolio (series of Piper net assets
Institutional Funds Inc.)
Government Income Fund (series of Annual rate of .50% on first
Piper Funds Inc.) $250,000,000; .45% on next
$250,000,000; and .40% on average
daily net assets over $500,000,000
Intermediate Bond Fund (series of Annual rate of .30% on first
Piper Funds Inc.) $100,000,000; .25% on next
$150,000,000; and .20% on average
daily net assets over $250,000,000
</TABLE>
- --------------------------------
* With respect to AGF and AAF, the Adviser receives monthly advisory fees in
an amount equal to the sum of .025% of the average weekly net assets of
each such fund during the month (approximately .30 of 1% on an annual
basis) and 5.25% of the daily gross income (i.e., income other than gains
from the sale of securities or gains received from options and futures
contracts less interest on money borrowed by the fund) accrued by the fund
during the month, but such monthly management fee may not exceed in the
aggregate 1/12 of .60% of such fund's average weekly net assets during the
month (approximately .60% on an annual basis).
6
<PAGE>
** The Adviser receives a monthly management fee from each of OIF, ASP, BSP
and CSP equal to the sum of .01667% of the average weekly net assets of
such fund during the month (approximately .20 of 1% on an annual basis) and
4.5% of the daily gross income (i.e., income other than gains from the sale
of securities or gains received from options and futures contracts less
interest on money borrowed by such fund) accrued by such fund during the
month, but such monthly management fee shall not exceed in the aggregate
1/12 of .725% of the fund's average weekly net assets during the month
(approximately .725% on an annual basis).
The Adviser has not waived, reduced or otherwise agreed to reduce its
compensation under any contract applicable to the above Funds.
In addition to providing investment advisory services to the Fund, the
Adviser provides administrative services to the Fund pursuant to an
Administration Agreement between the Adviser and the Fund. For the fiscal year
ended October 31, 1997, the Fund paid $288,685 in investment advisory fees
($216,514 of which was paid by the Adviser to SBAM) and $115,474 in
administration fees to the Adviser. The Adviser will continue to serve as the
Fund's investment adviser and administrator if the New Sub-Advisory Agreement
discussed above is approved.
As investment adviser to the Fund, the Adviser also receives research
services from broker-dealers that execute portfolio transactions for the Fund.
In selecting brokers to execute portfolio transactions for the Fund, the Adviser
seeks to obtain the best price and execution of orders. When consistent with
these criteria, business may be placed with broker-dealers who furnish
investment research services to the Adviser. Such research services are used by
the Adviser in carrying out its investment management responsibilities with
respect to its client accounts generally, but not necessarily in connection with
the Fund.
For the fiscal year ended October 31, 1997, the Fund paid no brokerage
commissions to affiliated brokers.
SUPPLEMENTAL INFORMATION ABOUT THE SUB-ADVISER
SBAM is a corporation organized under the laws of Delaware on December 24,
1987 and is registered as an investment adviser pursuant to the Investment
Advisers Act of 1940, as amended. SBAM has served as sub-adviser to the Fund
since May 14, 1996. As of December 31, 1997, SBAM and its worldwide investment
advisory affiliates managed approximately $26.6 billion of assets, of which SBAM
managed approximately $___ billion. The principal business address of SBAM is 7
World Trade Center, New York, New York 10048.
SBAM is a wholly owned subsidiary of Salomon Smith Barney Holdings Inc.
("Salomon Smith Barney"), which is in turn wholly owned by Travelers. The
principal business address of Salomon Smith Barney and Travelers is 388
Greenwich Street, New York, New York 10013.
The names and principal occupations of the current directors and executive
officers of SBAM are set forth below. The address of all individuals, except
Mr. Gadkari, is 7 World Trade Center, New York, New York 10048. The business
address of Mr. Gadkari is Victoria Plaza, 111 Buckingham Palace Road, London,
England SW1W OSB.
<TABLE>
<CAPTION>
Name Title and Principal Occupation
- ---- ------------------------------
<S> <C>
Thomas W. Brock Chairman, Chief Executive Officer and Managing
Director of SBAM and Managing Director and Member
of the Management Board of Salomon Brothers Inc.
7
<PAGE>
Michael S. Hyland President, Managing Director and Member of the
Board of SBAM and Managing Director of Salomon
Brothers Inc.
Rodney B. Berens Managing Director and Member of the Board of SBAM
and Managing Director and Member of the Management
Board of Salomon Brothers Inc.
Vilas V. Gadkari Managing Director and Member of the Board of SBAM
and Managing Director of Salomon Brothers Inc.
Zachary Snow Secretary of SBAM and Managing Director and
Counsel of Salomon Brothers Inc.
</TABLE>
No director, officer or employee of SBAM is an officer or director of the
Fund.
SBAM currently serves as investment adviser for the following investment
companies that have an investment objective similar to that of the Fund:
<TABLE>
<CAPTION>
Net Assets
Rate of of Fund at
Fund SBAM's compensation January 31, 1998
- ---- ------------------- ----------------
<S> <C> <C>
Salomon Brothers High Annual rate of .75% of average
Yield Bond Fund Inc. daily net assets $__________
Salomon Brothers High Annual rate of .70% of average $__________
Income Fund Inc. weekly net assets
Salomon Brothers World- Annual rate of .90% of average $__________
wide Income Fund Inc. weekly net assets
Global Partners Income Annual rate of .65% of average $__________
Fund Inc. weekly net assets
</TABLE>
SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be considered for presentation at the next
Annual Meeting must be received at the Fund's offices, Piper Jaffray Tower, 222
South Ninth Street, Minneapolis, Minnesota 55403, no later than March 1, 1998.
Dated: , 1998 Susan Sharp Miley, Secretary
-------------------
8
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
Agreement, dated as of November 28, 1997, by and between Piper Capital
Management Incorporated, a Delaware corporation (the "Adviser"), and Salomon
Brothers Asset Management Inc, a Delaware corporation (the "Sub-Adviser").
WHEREAS, the Adviser is the investment adviser to The Americas Income Trust
Inc. (the "Company"), a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist the
Adviser in furnishing an investment program to the Company.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Adviser and the Sub-Adviser agree as follows:
1. The Adviser hereby employs the Sub-Adviser to serve as sub-adviser with
respect to the assets of the Company, and to perform the services hereinafter
set forth. The Sub-Adviser hereby accepts such employment and agrees, for the
compensation herein provided, to assume all obligations herein set forth and to
bear all expenses of its performance of such obligations (but no other
expenses). The Sub-Adviser shall not be required to pay expenses of the
Company, including, but not limited to (a) brokerage and commission expenses;
(b) federal, state, local and foreign taxes, including issue and transfer taxes
incurred by or levied on the Company; (c) interest charges on borrowings;
(d) the cost of other personnel providing services to the Company; (e) fees and
expenses of registering and maintaining registration of the Company's shares
under appropriate federal securities laws and of registering or otherwise
qualifying and maintaining registration or qualification of the shares of the
Company under applicable state securities laws; (f) fees and expenses of listing
and maintaining the listing of the Company's shares on the principal exchanges
where listed or, if the Company's shares are not so listed, fees and expenses of
listing and maintaining the quotation of the Company's shares on the principal
over-the-counter market where traded; (g) expenses of printing and distributing
reports to shareholders; (h) costs of shareholders' meetings and proxy
solicitation; (i) charges and expenses of the Company's administrator, custodian
and registrar, transfer agent and dividend disbursing agent; (j) compensation of
the Company's officers, directors and employees that are not Affiliated Persons
or Interested Persons (as defined in Section 2(a)(19) of the 1940 Act and the
rules, regulations and releases relating thereto) of the Adviser or the
Sub-Adviser; (k) legal and auditing expenses; (l) costs of certificates
representing common shares of the Company; (m) costs of stationery and supplies;
(n) insurance expenses; (o) association membership dues; (p) travel expenses of
officers and employees of the Sub-Adviser to the extent such expenses relate to
the attendance of such persons at meetings at the request of the Board of
Directors of the Company; (q) travel expenses for attendance at Board of
Directors meetings by members of the Board of Directors of the Company, if any,
who are also "interested persons" or "affiliated persons" of the Sub-Adviser;
and (r) all other charges and costs of the Company's operation unless otherwise
explicitly provided herein. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or on
behalf of the Company in any way or otherwise be deemed an agent of the Company.
2. The Sub-Adviser shall direct the investment of the Company's assets in
accordance with the 1940 Act, the provisions of the Internal Revenue Code of
1986, as amended, relating to regulated investment companies, applicable laws,
and the investment objective, policies and restrictions set forth in the
Company's Prospectus and Statement of Additional Information filed with the
Securities and Exchange Commission pursuant to Rule 497 under the Securities Act
of 1933, subject to the supervision of
A-1
<PAGE>
the Company, its officers and directors, and the Adviser and in accordance with
the investment objectives, policies and restrictions from time to time
prescribed by the Board of Directors of the Company and communicated by the
Adviser to the Sub-Adviser and subject to such further limitations as the
Adviser may from time to time impose by written notice to the Sub-Adviser.
3. The Sub-Adviser shall formulate and implement a continuing program for
the management of the Company's assets. The Sub-Adviser shall amend and update
such program from time to time as financial and other economic conditions
warrant. The Sub-Adviser shall make all determinations with respect to the
investment of the assets of the Company and shall take such steps as may be
necessary to implement the same, including the placement of purchase and sale
orders on behalf of the Company. The Sub-Adviser shall advise the Adviser and,
if requested by the Adviser, advise the Company's Board of Directors (which
shall make all non-investment decisions with respect to the securities in which
the assets of the Company may be invested), of the manner in which voting
rights, rights to consent to corporate action, and any other noninvestment
decisions pertaining to the Company's portfolio securities should be exercised.
4. The Sub-Adviser shall furnish such reports to the Adviser as the
Adviser may reasonably request for the Adviser's use in discharging its
obligations under the Investment Advisory and Management Agreement between the
Company and the Adviser (the "Advisory Agreement"), which reports may be
distributed by the Adviser to the Company's Board of Directors at periodic
meetings of such Board and at such other times as may be reasonably requested by
the Company's Board of Directors. Copies of all such reports shall be furnished
to the Adviser for examination and review within a reasonable time prior to the
presentation of such reports to the Company's Board of Directors.
5. The Sub-Adviser shall select the brokers and dealers that will execute
the purchases and sales of portfolio instruments for the Company and markets on
or in which such transactions will be executed and shall place, in the name of
the Company or its nominee, all such orders.
(a) When placing such orders, the Sub-Adviser is authorized to employ such
dealers and brokers as may, in the judgment of the Sub-Adviser (taking into
account such factors as price, including dealer spread, the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities and the firm's risk in positioning the securities),
implement the policy of the Company to obtain the best price and execution.
Consistent with this policy, the Sub-Adviser is authorized to direct the
execution of the Company's portfolio transactions to dealers and brokers
furnishing statistical information or research deemed by the Sub-Adviser to be
useful or valuable to the performance of its sub-advisory functions for the
Company. Information so received will be in addition to and not in lieu of the
services required to be performed by the Sub-Adviser.
It is understood that certain other clients of the Sub-Adviser may have
investment objectives and policies similar to those of the Company, and that the
Sub-Adviser may, from time to time, make recommendations that result in the
purchase or sale of a particular security by its other clients simultaneously
with the Company. If transactions on behalf of more than one client during the
same period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or quantity. In
such event, the Sub-Adviser shall allocate advisory recommendations and the
placing of orders in a manner that is deemed equitable by the Sub-Adviser to the
accounts involved, including the Company. When two or more of the clients of
the Sub-Adviser (including the Company) are purchasing or selling the same
security on a given day from the same broker or dealer, such transactions may be
averaged as to price.
(b) The Sub-Adviser agrees that, except to the extent permitted under Rule
17a-7 under the 1940 Act, or under any no-action letter or exemptive order
issued to the Company by the Securities and Exchange Commission, it will not
purchase or sell securities for the Company in any transaction in which it, the
Adviser or any "affiliated person" of the Company, the Adviser or Sub-Adviser or
any affiliated person of such "affiliated person" is acting as principal. The
Sub-Adviser agrees that any
A-2
<PAGE>
transactions effected under Rule 17a-7 shall comply with the then-effective
procedures adopted under such rule by the Company's Board of Directors.
(c) The Sub-Adviser agrees that it will not execute any portfolio
transactions for the Company with a broker or dealer or futures commission
merchant which is an "affiliated person" of the Company, the Adviser or the
Sub-Adviser or an "affiliated person" of such an "affiliated person" without the
prior written consent of the Adviser. Notwithstanding the foregoing,
transactions may be effected through Piper Jaffray Inc. if commissions, fees or
other remuneration received are reasonable and fair compared to the commissions,
fees or other remuneration paid to other brokers or dealers or other futures
commission merchants in connection with comparable transactions involving
similar securities or similar futures contracts or options thereon being
purchased or sold on an exchange or contract market during a comparable period
of time. In effecting such transactions, the Sub-Adviser shall comply with
Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under
such rule by the Company's Board of Directors.
(d) The Sub-Adviser shall promptly communicate to the Adviser and, if
requested by the Adviser, to the Company's Board of Directors, such information
relating to portfolio transactions as the Adviser may reasonably request. The
parties understand that the Company shall bear all brokerage commissions in
connection with the purchases and sales of portfolio securities for the Company
and all ordinary and reasonable transaction costs in connection with purchases
of such securities in private placements and subsequent sales thereof.
6. The Sub-Adviser may (at its cost except as contemplated by paragraph 5
of this Agreement) employ, retain or otherwise avail itself of the services and
facilities of persons and entities within its own organization or any other
organization for the purpose of providing the Sub-Adviser, the Adviser or the
Company with such information, advice or assistance, including but not limited
to advice regarding economic factors and trends and advice as to transactions in
specific securities, as the Sub-Adviser may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Adviser or the Company, or in the discharge of the Sub-Adviser's overall
responsibilities with respect to the other accounts for which it serves as
investment manager or investment adviser.
7. The Sub-Adviser shall cooperate with and make available to the Adviser,
the Company and any agents engaged by the Company, the Sub-Adviser's expertise
relating to matters affecting the Company.
8. For the services to be rendered and the facilities to be furnished
under this Agreement, the Adviser shall pay to the Sub-Adviser a monthly
management fee at the annual rate of .375% of the Company's average weekly net
assets during each month, as calculated below.
For purposes of the calculation of such fee, average weekly net assets
shall be determined on the basis of the Company's average net assets for each
weekly period (ending on Friday) ending during the month. The net assets for
each weekly period are determined by averaging the net assets on the Friday of
such weekly period with the net assets on the Friday of the immediately
preceding weekly period. When a Friday is not a business day for the Company,
then the calculation will be based on the Company's net assets on the business
day immediately preceding such Friday. Such fee shall be payable on the fifth
day of each calendar month for services performed hereunder during the preceding
month. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate before the last day of a month, compensation for that
part of the month during which this Agreement is in effect shall be prorated in
a manner consistent with the calculation of fees as set forth above.
Anything to the contrary herein notwithstanding, the Sub-Adviser may at any
time and from time to time waive any part or all of any fee payable to it
pursuant to this Agreement.
A-3
<PAGE>
9. The Sub-Adviser represents, warrants and agrees that:
(a) The Sub-Adviser is registered as an "investment adviser" under
the Investment Advisers Act of 1940 ("Advisers Act") and is currently in
compliance and shall at all times continue to comply with the requirements
imposed upon it by the Advisers Act and other applicable laws and
regulations. The Sub-Adviser agrees to (i) supply the Adviser with such
documents as the Adviser may reasonably request to document compliance with
such laws and regulations and (ii) immediately notify the Adviser of the
occurrence of any event which would disqualify the Sub-Adviser from serving
as an investment adviser of a registered investment company pursuant to any
applicable law or regulation.
(b) The Sub-Adviser will maintain, keep current and preserve on
behalf of the Company in the manner provided by the 1940 Act all records
required by the 1940 Act with respect to the Sub-Adviser's activities
hereunder. The Sub-Adviser agrees that such records are the property of
the Company, and will be surrendered to the Company promptly upon request.
(c) The Sub-Adviser will complete such reports concerning purchases
or sales of securities on behalf of the Company as the Adviser or the
Company's administrator may from time to time require to document
compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code,
applicable state securities laws and other applicable laws and regulations
or regulatory and taxing authorities in countries other than the United
States.
(d) After filing with the Securities and Exchange Commission any
amendment to its Form ADV, the Sub-Adviser will promptly furnish a copy of
such amendment to the Adviser.
(e) The Sub-Adviser will immediately notify the Adviser of the
occurrence of any event which would disqualify the Sub-Adviser from serving
as an investment adviser of an investment company pursuant to Section 9 of
the 1940 Act or any other applicable statute or regulation.
10. The Adviser represents, warrants and agrees that:
(a) It has been duly authorized by the Board of Directors of the
Company to delegate to the Sub-Adviser the provision of the services
contemplated hereby.
(b) The Adviser and the Company are currently in compliance and shall
at all times continue to comply with the requirements imposed upon the
Adviser and the Company by applicable law and regulations.
11. The Sub-Adviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company or its shareholders in
connection with the performance of its duties under this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
duties under this Agreement.
12. This Agreement shall become effective as of the date first set forth
above. Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect for a period of two years from the date of its execution, and
thereafter shall continue in effect only so long as such continuance is
specifically approved at least annually (a) by the Board of Directors of the
Company or by the vote of a majority of the outstanding voting securities of the
Company, and (b) by the vote of a majority of the directors who are not parties
to this Agreement or Interested Persons of any such parties, cast in person at a
meeting called for the purpose of voting on such approval. It shall be the duty
of the Directors of the Company to request and evaluate, and the duty of the
Adviser and Sub-Adviser to furnish, such
A-4
<PAGE>
information as may be reasonably necessary to evaluate the terms of this
Agreement and any renewal thereof.
This Agreement may be terminated at any time without the payment of any
penalty (a) by the vote of the Board of Directors of the Company or by the vote
of the holders of a majority of the outstanding voting securities of the
Company, upon 60 days' written notice to the Adviser and the Sub-Adviser, or
(b) by the Adviser, upon 60 days' written notice to the Sub-Adviser; or (c) by
the Sub-Adviser, upon 60 days' written notice to the Adviser. This Agreement
shall automatically terminate in the event of its assignment as defined in the
1940 Act and the rules thereunder. This Agreement shall automatically terminate
upon completion of the dissolution, liquidation or winding up of the Company.
Wherever referred to in this Agreement, the vote or approval of the holders
of a majority of the outstanding voting securities or shares of the Company
shall mean the vote of 67% or more of such shares if the holders of more than
50% of such shares are present in person or by proxy or the vote of more than
50% of such shares, whichever is less.
13. No amendment to or modification of this Agreement shall be effective
unless and until approved by the vote of a majority of the outstanding shares of
the Company.
14. This Agreement shall be binding upon, and inure to the benefit of, the
Adviser and the Sub-Adviser, and their respective successors.
15. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
16. Nothing herein shall be deemed to limit or restrict the right of the
Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the
Sub-Adviser, to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
17. To the extent that state law is not preempted by the provisions of any
law of the United States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be administered, construed and
enforced according to the laws of the State of Minnesota.
A-5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers thereunto duly authorized in multiple counterparts,
each of which shall be an original but all of which shall constitute one of the
same instrument.
PIPER CAPITAL MANAGEMENT
INCORPORATED
By /s/ Robert H. Nelson
---------------------------------
Name: Robert H. Nelson
Title: Senior Vice President
SALOMON BROTHERS ASSET
MANAGEMENT INC
By
---------------------------------
Name:
Title:
A-6
<PAGE>
THE AMERICAS INCOME
TRUST INC.
NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS
DATE: April 2, 1998
TIME: 10:00 a.m.
PLACE:
Piper Jaffray Tower, ________________ Floor
222 South Ninth Street
Minneapolis, Minnesota
IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.
<PAGE>
[ON LETTERHEAD]
THE AMERICAS INCOME TRUST INC.
February __, 1998
Dear Shareholders:
Attached is a notice and proxy statement for a special meeting of shareholders
of The Americas Income Trust Inc. (the fund) to be held April 2, 1998.
YOU ARE BEING ASKED TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN PIPER
CAPITAL MANAGEMENT INCORPORATED (PIPER CAPITAL) AND SALOMON BROTHERS ASSET
MANAGEMENT INC. (SBAM). As you may know, on November 28, 1997, Salomon Inc, the
ultimate parent company of SBAM, merged with and into Smith Barney Holdings
Inc., a subsidiary of Travelers Group Inc., to form a new company called Salomon
Smith Barney Holdings Inc. As a result of the transaction, Travelers became the
ultimate parent of SBAM. Under the Investment Company Act of 1940, as amended,
the transaction arguably resulted in the assignment and automatic termination of
the old sub-advisory agreement. Therefore, the fund's Board of Directors
approved a new sub-advisory agreement between Piper Capital and SBAM, which
became effective on November 28, 1997. The 1940 Act requires that shareholders
approve this new agreement as well.
THE NEW SUB-ADVISORY AGREEMENT IS IDENTICAL IN ALL MATERIAL RESPECTS TO THE
SUB-ADVISORY AGREEMENT BETWEEN PIPER CAPITAL AND SBAM THAT SHAREHOLDERS APPROVED
IN MAY 1996. SUB-ADVISORY FEES CHARGED BY SBAM REMAIN UNCHANGED. The fund's
Board of Directors has recommended that shareholders vote to approve the new
sub-advisory agreement.
PLEASE TAKE A MOMENT NOW TO READ THE ATTACHED NOTICE AND PROXY STATEMENT AND
RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Your prompt
attention to this proxy statement will save solicitation expenses for the fund.
If you haven't already voted as the date of the meeting approaches, you may
receive a telephone call from Shareholder Communications Corporation, a
professional proxy solicitation firm, reminding you to exercise your right to
vote. If you have questions about the proposal being presented to shareholders,
please contact your broker.
Sincerely,
Paul A. Dow
President
<PAGE>
THE AMERICAS INCOME TRUST INC.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Paul A. Dow, Robert H. Nelson and Susan S. Miley,
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of
The Americas Income Trust Inc. (the "Fund"), held by the undersigned at a
special meeting of shareholders of the Fund to be held on April 2, 1998, and
at any adjournments thereof, with all the powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote: FOR _____ AGAINST _____ ABSTAIN _____ approval of a new
sub-advisory agreement between the Adviser and Salomon Brothers Asset
Management Inc.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments
or postponements thereof.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTER. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
THE ABOVE ITEM. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM
IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY
STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND
RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY
TO SAVE THE FUND FURTHER SOLICITATION EXPENSE.
Dated: _______________________ , 1998
_____________________________________
_____________________________________
IMPORTANT: Please date and sign this
proxy. If the stock is held jointly,
signature should include both names.
Executors, administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
