DEF 14A: Definitive proxy statements
Published on September 21, 2001
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c) or (ss.) 240.14a-12
Global Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(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 with 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:
Notes:
GLOBAL INCOME FUND, INC.
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Notice of Annual Meeting of Stockholders
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To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Global
Income Fund, Inc. (the "Fund") will be held at the offices of the Fund at 11
Hanover Square, New York, New York on Tuesday, October 30, 2001 at 8:00 a.m.,
for the following purposes:
1. To elect to the Board of Directors the Nominees, Frederick A. Parker, Jr.,
Douglas Wu, and Thomas B. Winmill, respectively, as Class III Director,
Class IV Director, and Class IV Director, each to serve for a five year
term and until his successor is duly elected and qualified.
2. To ratify the selection of Tait, Weller & Baker as the Fund's independent
auditors.
Stockholders of record at the close of business on September 12, 2001 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
Monica Pelaez
Secretary
New York, New York
September 17, 2001
Please Vote Immediately by Signing and Returning the Enclosed Proxy Card. Delay
may cause the Fund to incur additional expenses to solicit sufficient votes for
the meeting.
GLOBAL INCOME FUND, INC.
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held October 30, 2001
This Proxy Statement, dated September 17, 2001, is furnished in connection
with a solicitation of proxies by Global Income Fund, Inc. (the "Fund") to be
voted at the Annual Meeting of Stockholders of the Fund to be held at the
offices of the Fund at 11 Hanover Square, New York, New York on Tuesday, October
30, 2001 at 8:00 a.m., and at any postponement or adjournment thereof
("Meeting") for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Stockholders of record at the close of business on
September 12, 2001 ("Record Date") are entitled to be present and to vote at the
Meeting. Stockholders are entitled to one vote for each Fund share held, and
fractional votes for each fractional Fund share held. Shares represented by
executed and unrevoked proxies will be voted in accordance with the
specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the Fund, which must indicate the stockholder's name. To be
effective, such revocation must be received prior to the Meeting. In addition,
any stockholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given. As of the Record Date,
the Fund had 5,300,796.09 shares of common stock issued and outstanding.
Stockholders of the Fund will vote as a single class.
It is estimated that proxy materials will be mailed to stockholders of
record on or about September 20, 2001 The Fund's principal executive offices are
located at 11 Hanover Square, New York, New York 10005. Copies of the Fund's
most recent Annual and Semi-Annual Reports are available without charge upon
written request to the Fund at 11 Hanover Square, New York, New York 10005, or
by calling toll-free 1-888-847-4200.
Proposal 1: Election of Directors
The Fund's Board of Directors is divided into five classes with the term of
office of one class expiring each year. At the Board of Directors meeting held
on June 13, 2001, the Board voted to increase the number of directors to seven,
to consist of one Director for Classes I, II and V, and two directors for
Classes III and IV. Also at the meeting, the Board voted to approve the election
of each nominee listed below. It is proposed that stockholders of the Fund elect
one Class III Director and two Class IV Directors, each to serve for a five year
term, and until his successor is duly elected and qualified. The nominee Thomas
B. Winmill currently serves as a Director of the Fund. Unless otherwise noted,
the address of record for the Directors and officers is 11 Hanover Square, New
York, New York 10005. The following table sets forth certain information
concerning the nominees for Class III Director and Class IV Directors of the
Fund.
Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
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Class III:
Frederick A. Parker, Jr. -- he is -- --
retired President and Chief Executive
Officer of American Pure Water
Corporation, a manufacturer of water
purifying equipment. He also serves as a
director of Bexil Corporation. His
address is 219 East 69th Street, New
York, New York 10021. He was born on
November 14, 1926.
Class IV:
Douglas Wu -- He is Principal of Maxwell -- --
Partners and Chief Financial Officer of
NOOR Group. He also serves as a director
of Bexil Corporation. From July 1998 to
December 1998, he was a Principal of
Libra Advisors LLC. From 1996 to 1998,
he was Managing Director-Private Equity
Investments, of Rothschild Emerging
Markets LLC / Croesus Capital Management
Corporation. His address is 52 Gameat El
Dowal El Arabeya Street, Mohandessin
12311 Giza, Egypt. He was born on July
31, 1960.
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Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
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Thomas B. Winmill* -- He is President, 1997 2001
Chief Executive Officer, and General
Counsel of the Fund, as well as the
other investment companies in the
Investment Company Complex, and of
Winmill & Co. Incorporated ("WCI") and
certain of its affiliates. He also is
President of the Investment Manager. He
is a member of the New York State Bar
and the SEC Rules Committee of the
Investment Company Institute. He is a
son of Bassett S. Winmill, the Chairman
of the Board of the Fund. He was born on
June 25, 1959.
*Mr. Winmill is an "interested person" because he is an "affiliated person" as
defined in the Investment Company Act of 1940, as amended (the "1940 Act").
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the nominees listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for the nominees. It is not contemplated that the nominees will be unable to
serve as a Director for any reason, but if that should occur prior to the
Meeting, the proxy holders reserve the right to substitute another person or
persons of their choice as nominees. Each nominee listed above has consented to
being named in this Proxy Statement and has agreed to serve as a Director if
elected.
The Fund has an audit committee comprised of Robert D. Anderson, George B.
Langa, and Peter K. Werner, the function of which is routinely to review
financial statements and other audit-related matters as they arise throughout
the year. The Fund has an executive committee comprised of Thomas B. Winmill,
the function of which is to exercise the powers of the Board of Directors
between meetings of the Board to the extent permitted by law to be delegated and
not delegated by the Board to any other committee. Mr. Winmill is an "interested
person" because he is an "affiliated person" as defined in the 1940 Act. The
Fund has no standing nominating or compensation committee or any committee
performing similar functions.
Information relevant to the continuing Directors is set forth below. Each
Director who is deemed to be an "interested person" because he is an "affiliated
person" as defined in the Investment Company Act of 1940 ("1940 Act") is
indicated by an asterisk.
Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
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Class I:
Peter K. Werner - He is a Teacher of 1997 2003
History since 1998, Director of
Communications from 1997 to 1998, and
Director of Admissions from 1996 to
1997, of The Governor Dummer Academy.
From 1995 to 1996, he attended Wesleyan
University in the graduate program in
liberal studies. From 1993 to 1995, he
was Director of Annual Giving and Alumni
Relations at The Williston Northampton
School. From 1991 to 1993, he was Vice
President - Money Market Trading at
Lehman Brothers. His address is The
Governor Dummer Academy, 1 Elm Street,
Byfield, Massachusetts 01922. He was
born on August 16, 1959.
Class II:
George B. Langa - He is President and 1997 2004
CEO of Langa Communications Corp. a
niche marketing company that he founded
in 1986. He is currently Chairman of the
Board for The Foundation of Hudson
Valley Libraries. His address is 2
LaGrange Avenue #209, Poughkeepsie, New
York 12603. He was born on August 31,
1962.
Class III:
Robert D. Anderson* - He is Vice 1999 2005
Chairman of certain investment companies
in the Investment Company Complex, and
of WCI and certain of its affiliates. He
was a member of the Board of Governors
of the Mutual Fund Education Alliance,
and of its predecessor, the No-Load
Mutual Fund Association. He has also
been a member of the District #12,
District Business Conduct and Investment
Companies Committees of the NASD. He was
born on December 7, 1929.
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Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
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Class V:
Bassett S. Winmill* -- He is Chairman of 1997 2002
the Board of the Fund, as well as other
investment companies in the Investment
Company Complex, and of WCI. He is a
member of the New York Society of
Security Analysts, the Association for
Investment Management and Research, and
the International Society of Financial
Analysts. He is the father of Thomas B.
Winmill, the President, Chief Executive
Officer, and General Counsel of the
Fund. He was born on February 10, 1930.
*Each of Mr. Anderson and Mr. Winmill is an "interested person" because he is an
"affiliated person" as defined in the Investment Company Act of 1940, as amended
(the "1940 Act").
The executive officers, other than those who serve as Directors, and their
relevant biographical information are set forth below:
William G. Vohrer -- Chief Accounting Officer, Chief Financial Officer,
Treasurer and Vice President. He also is Chief Accounting Officer, Chief
Financial Officer, Treasurer and Vice President of the other investment
companies in the Investment Company Complex, and WCI and certain of its
affiliates. He joined the company in February 2001. From 1999 to 2001, he
consulted on accounting matters. From 1994 to 1999, he was Chief Financial
Officer and Financial Operations Principal for Nafinsa Securities, Inc., a
Mexican securities broker/dealer. He was born on August 17, 1950.
Monica Pelaez - Vice President, Secretary and Chief Compliance Officer. She
also is Vice President, Secretary and Chief Compliance Officer of the other
investment companies in the Investment Company Complex, and the Investment
Manager and certain of its affiliates. Previously, she was Special Assistant
Corporation Counsel to New York City Administration for Children's Services from
1998 to 2000 and an attorney with Debevoise & Plimpton in 1997. She earned her
Juris Doctor from St. John's University School of Law in 1997. She is a member
of the New York State Bar. She was born on November 5, 1971.
The following table presents certain information regarding the beneficial
ownership of the Fund's shares as of the Record Date by each officer and
Director of the Fund owning shares on such date. In each case, such amount
constitutes less than 1% of the Fund's outstanding shares.
Name of Officer or Director Number of Shares
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Robert D. Anderson 200.000
George B. Langa 100.000
Peter K. Werner 434.000
Bassett S. Winmill 2,802.000
Thomas B. Winmill 244.687
To the knowledge of the Fund's management, as of the date of the proxy
statement, no stockholder beneficially owned 5% or more of the outstanding
shares of the Fund.
The Fund pays its Directors who are not "interested persons" of the Fund an
annual retainer of $2,500, and a per meeting fee of $2,750, and reimburses them
for their meeting expenses. The Fund also pays such Directors $250 per special
telephonic meeting attended and per committee meeting attended. The Fund does
not pay any other remuneration to its executive officers and Directors, and the
Fund has no bonus, pension, profit-sharing or retirement plan. The Fund had four
Board meetings, one audit committee meeting, and no executive committee meetings
during the Fund's most recently completed full fiscal year ended December 31,
2000. Each Director attended all Board and committee meetings held during such
periods during the time such Director was in office.
The anticipated aggregate amount of compensation to be paid to each nominee
by the Fund and by the other seven investment companies advised by CEF Advisers,
Inc., the Fund's investment manager for which such continuing Director is a
board member (the number of which is set forth in parenthesis next to the
nominee's name) for the fiscal year ended December 31, 2002, was as follows:
Total Compensation
Name of Nominee Aggregate Compensation from Company and
(the number of total funds) from the Company Investment Company Complex
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Frederick A. Parker, Jr. (1) $0 $14,000
Douglas Wu (1) $0 $14,000
Thomas B. Winmill (8) $0 $0
The aggregate amount of compensation paid to each continuing
Director by the Fund and the Investment Company Complex for which such
continuing Director is a board member (the number of which is set forth in
parenthesis next to the continuing Director's name) for the fiscal year ended
December 31, 2000, was as follows:
The Investment Manager, located at 11 Hanover Square, New York, New York
10005, is a wholly-owned subsidiary of WCI, a publicly-owned company whose
securities are listed on The Nasdaq Stock Market. During the fiscal year ended
December 31, 2000, the Fund paid the Investment Manager investment management
fees of $204,663. Bassett S. Winmill, a Director of the Fund, may be deemed a
controlling person of WCI on the basis of his ownership of 100% of WCI's voting
stock and, therefore, a controlling person of the Investment Manager. Since the
beginning of the Fund's most recently completed fiscal year, Robert D. Anderson,
Bassett S. Winmill, and Thomas B. Winmill received from WCI, respectively,
25,000, 55,000, and 55,000 incentive stock options to purchase shares of WCI's
Class A common stock at a weighted average of, respectively, $1.50, $1.65, and
$1.65 per share. These options expire after five years.
Audit Committee Report
The audit committee has: (i) reviewed and discussed the audited financial
statements with management; (ii) discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61; and
(iii) received from the auditors disclosures regarding the auditors'
independence required by Independence Standards Board Standard No. 1, and
discussed with the auditors the auditors' independence. Based on these review
and discussions, the audit committee recommended to the Board of Directors that
the audited financial statements be included in the Fund's annual report to
shareholders for the last fiscal period for filing with the SEC.
Audit Committee Members: Robert D. Anderson, George B. Langa, and Peter K.
Werner
Statement Regarding Composition of Audit Committee
The rules of the American Stock Exchange ("AMEX rules") require that the
Fund have an audit committee comprised solely of independent directors. The
Fund's audit committee is comprised of Robert D. Anderson, George B. Langa, and
Peter K. Werner. Mr. Anderson would be deemed to be non-independent under the
AMEX rules by virtue of being an officer of the Fund and by virtue of his
relationship with CEF, the Investment Manager of the Fund. However, the board of
directors has determined that Mr. Anderson's membership on the audit committee
is required by the best interests of the Fund and its shareholders, for the
following reasons:
1. In view of the current composition of the board of directors of the Fund,
to constitute the Audit Committee with at least three independent directors
would require the search, recruitment, appointment, orientation, and
payment of another independent director and expansion of the current board,
which presents an onerous burden on the efficient administration of the
Fund.
2. The relative small size of the Fund makes it comparable to small business
filers that file reports under SEC Regulation S-B, which are required by
AMEX rules to have audit committees comprised of at least two members, only
a majority of whom must be independent.
3. An outside, independent agent - State Street - determines daily: (1) a net
asset value per share for the Fund to the penny (unaudited); and (2) that
substantially all of the assets of the Fund are investment securities for
which reliable market quotations are typically available.
4. Investment companies, such as the Fund, are fundamentally different from
public operating companies. Unlike operating companies, the assets of the
Fund consist exclusively of investment securities and there is little or no
opportunity to "manage" earnings or results through selective application
of accounting policies. Thus, it is of somewhat lesser value to an
investment company that its entire audit committee consist of independent
directors.
5. The Fund is subject to the stringent regulatory scheme of the 1940 Act that
adequately protects against the abuses the three independent director rule
is designed to address. The 1940 Act requires, among other things, that at
least 40 percent of the directors on closed end fund boards be independent
of fund management, and the 1940 Act's definition of "independence" is
stricter than the one set forth in the AMEX rules.
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6. Although Mr. Anderson is a director, Vice Chairman and a substantial holder
of the non-voting stock of the parent of CEF, WCI, he is not an officer or
director of CEF.
7. While Mr. Anderson is an officer in title with the Fund, he has never been
a paid employee of, or accepted any compensation from, the Fund, nor has he
had any relationship with the Fund that would disqualify him from
independent director status under the AMEX rules, other than through the
Fund's investment management agreements with CEF.
8. Mr. Anderson is currently a director of several investment companies within
the Investment Company Complex and has over 30 years of experience with
investment company accounting issues. Mr. Anderson has demonstrated and
currently affirms that in accordance with AMEX rules he is able to read and
understand fundamental financial statements, including a company's balance
sheet, income statement, and cash flow statement and his past employment
experience in finance and accounting and other comparable experience or
background has resulted in his financial sophistication, including being or
having been a senior officer with financial oversight responsibilities.
Vote Required
Inasmuch as the election of each nominee was approved by the vote of a
majority of the Board of Directors, the election of the nominees require the
affirmative vote of a plurality of the votes cast at the Meeting.
The Fund's Board of Directors, including the "non-interested" directors,
recommends that stockholders vote "for" the election of the nominees.
Proposal 2: Ratification of the Selection of Independent Auditors
The 1940 Act requires that the Fund's independent auditors be selected by a
majority of those Directors who are not "interested persons" (as defined in the
1940 Act) of the Fund; that such selection be submitted for ratification or
rejection at the Meeting; and that the employment of such independent auditors
be conditioned upon the right of the Fund, by vote of a majority of its
outstanding voting securities at any meeting called for that purpose, to
terminate such employment forthwith without penalty. The Fund's Board of
Directors, including a majority of those Directors who are not "interested
persons," approved the selection of Tait, Weller & Baker for the fiscal period
commencing January 1, 2001 at a Board meeting held on March 14, 2001.
Accordingly, the selection by the Fund's Board of Tait, Weller & Baker as
independent auditors for the fiscal period commencing January 1, 2001 is
submitted to stockholders for ratification or rejection. Apart from its fees
received as independent auditors, neither Tait, Weller & Baker nor any of its
partners has a direct, or material indirect, financial interest in the Fund or
the Investment Manager. Tait, Weller & Baker has acted as independent auditors
of the Fund since its organization, and acts as independent auditors of WCI. The
Fund's Board believes that the continued employment of the services of Tait,
Weller & Baker, as described herein, is in the best interests of the Fund. A
representative of Tait, Weller & Baker is expected to be present at the Meeting,
will have the opportunity to make a statement, and will be available to respond
to appropriate questions.
Audit services provided by Tait, Weller & Baker during the most recent
fiscal year included the audit of the financial statements of the Fund. During
the fiscal year ended December 31, 2000, the fees for services rendered to the
Fund by Tait, Weller & Baker were:
Financial Information Systems
Audit Fees Design and Implementation Fees* All Other Fees*
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$18,500 $0 $69,750
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* This amount includes fees for services rendered by Tait, Weller & Baker to the
Fund, the Investment Manager and entities controlling, controlled by, or under
common control with the Investment Manager that provide services to the Fund.
The audit committee has considered the provision of these services and has
determined such services to be compatible with maintaining Tait, Weller &
Baker's independence.
The Fund's Board of Directors, including the "non-interested" directors,
recommends that stockholders vote "for" ratification of the selection of Tait,
Weller & Baker as independent auditors of the Fund.
Additional Information
A quorum is constituted with respect to the Fund by the presence in person
or by proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, or if a quorum is present but sufficient votes to approve any of
the proposals are not received, the persons named as proxies
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may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the meeting the
following factors may be considered: the nature of the proposals that are the
subject of the Meeting, the percentage of votes actually cast, the percentage of
negative votes actually cast, the nature of any further solicitation, and the
information to be provided to stockholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a majority of
those shares affected by the adjournment that are represented at the meeting in
person or by proxy. A stockholder vote may be taken for one or more of the
proposals in this Proxy Statement prior to any adjournment if sufficient votes
have been received for approval. If a quorum is present, the persons named as
proxies will vote those proxies which they are entitled to vote "for" a Proposal
in favor of any adjournment, and will vote those proxies required to be voted
"against" a Proposal against any adjournment. If a proxy is properly executed
and returned accompanied by instructions to withhold authority to vote,
represents a broker "non-vote" (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares of the Fund on a particular matter
with respect to which the broker or nominee does not have discretionary power)
or marked with an abstention (collectively, "abstentions"), the Fund's shares
represented thereby will be considered to be present at the Meeting for purposes
of determining the existence of a quorum for the transaction of business. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining "votes cast" on an issue. Abstentions
will have the effect of a "no" vote for the purpose of obtaining requisite
approval for Proposal 2.
In addition to the use of the mails, proxies may be solicited personally,
by telephone, or by other means, and the Fund may pay persons holding its shares
in their names or those of their nominees for their expenses in sending
soliciting materials to their principals. The Fund will bear the cost of
soliciting proxies. In addition, the Fund will retain N.S. Taylor & Associates,
Inc. ("N.S. Taylor"), 15 North Street, 2nd Floor, P.O. Box 358 Dover-Foxcroft,
ME 04426, to solicit proxies on behalf of its Board for a fee estimated at
$3,000 plus expenses, primarily by contacting stockholders by telephone and
telegram. Authorizations to execute proxies may be obtained by telephonic
instructions in accordance with procedures designed to authenticate the
stockholder's identity. In all cases where a telephonic proxy is solicited, the
stockholder will be asked to provide his or her address, social security number
(in the case of an individual) or taxpayer identification number (in the case of
an entity) or other identifying information and the number of shares owned and
to confirm that the stockholder has received the Fund's Proxy Statement and
proxy card in the mail. Within 48 hours of receiving a stockholder's telephonic
voting instructions and prior to the Meeting, a confirmation will be sent to the
stockholder to ensure that the vote has been taken in accordance with the
stockholder's instructions and to provide a telephone number to call immediately
if the stockholder's instruction are not correctly reflected in the
confirmation. Stockholders requiring further information with respect to
telephonic voting instructions or the proxy generally should contact N.S. Taylor
toll-free at 1-866-470-3300. Any stockholder giving a proxy may revoke it at any
time before it is exercised by submitting to the Fund a written notice of
revocation or a subsequently executed proxy or by attending the meeting and
voting in person.
Discretionary Authority; Submission Deadlines for Stockholder Proposals
Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Fund did not have notice of by September 5, 2001 pursuant to Rule
14a-4(c)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act").
The deadline for submitting shareholder proposals for inclusion in the Fund's
proxy statement and form of proxy for the Fund's next annual meeting is June 22,
2002 pursuant to Rule 14a-8(e)2 of the 1934 Act. The date after which notice of
a shareholder proposal submitted outside the processes of Rule 14a-8 under the
1934 Act is considered untimely is July 22, 2002. In addition, for a nomination
to be made by a stockholder or for any other business to be properly brought
before the annual meeting by a stockholder, such stockholder must have given
timely notice thereof in proper written form to the Secretary of the Fund in the
manner set forth in the Fund's By-laws. As of the date hereof, the Fund's
By-laws provide that to be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) calendar days nor more than ninety (90)
calendar days prior to the anniversary date of the mailing date of the notice of
the preceding year's annual meeting; provided, however, that in the event that
the annual meeting is called for a date that is not within thirty (30) calendar
days before or sixty (60) calendar days after such anniversary date, notice by
the stockholder in order to be timely must be so received not later than the
close of business on the later of the sixtieth (60) calendar day prior to such
annual meeting or the tenth (10th) calendar day following the day on which
notice of the date of the annual meeting was mailed or public disclosure of the
date of the annual meeting was made, whichever first occurs. For purposes of
that provision, the date of a public disclosure shall include, but not be
limited to, the date on which such disclosure is made in a press release
reported by the Dow Jones News Services, the Associated Press or any comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14 or 15 (d) (or
the rules and regulations thereunder) of the 1934 Act or pursuant to Section 30
(or the rules or regulations thereunder) of the 1940 Act.
To the knowledge of the management of the Fund, no person beneficially
owned more than 5% of the outstanding shares of the Fund as of the Record Date.
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As set forth in the Fund's Articles of Incorporation, any action submitted
to a vote by stockholders requires the affirmative vote of at least eighty
percent (80%) of the outstanding shares of all classes of voting stock, voting
together, in person or by proxy at a meeting at which a quorum is present,
unless such action is previously approved by the vote of a majority of the
Continuing Directors (as defined in such Articles), in which case such action
requires (A) if applicable, the proportion of votes required by the 1940 Act, or
(B) the lesser of (1) a majority of all the votes entitled to be cast on the
matter with the shares of all classes of voting stock voting together, or (2) if
such action may be taken or authorized by a lesser proportion of votes under
applicable law, such lesser proportion.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Fund, to the attention of N.S. Taylor, proxy solicitor
toll-free at 1-866-470-3300, whether other persons are the beneficial owners of
the shares for which proxies are being solicited and, if so, the number of
copies of this Proxy Statement and other soliciting material you wish to receive
in order to supply copies to the beneficial owners of shares.
Compliance with Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of 1934, and rules thereunder,
requires the Fund's directors and officers, and any persons holding 10% or more
of its common stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and American Stock Exchange. Based on the
Fund's review, the Fund believes that during the calendar year ended 2000 all
Section 16(a) filing requirements applicable to such persons were complied with
in a timely manner.
It is important that proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to complete, sign, date
and return the enclosed proxy card in the enclosed postage-paid envelope.
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Global Income Fund, Inc. Proxy/Voting Instruction Card
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This proxy is solicited by and on behalf of the Board of Directors of Global
Income Fund, Inc. (the "Fund") for the Annual Meeting of Stockholders on October
30, 2001, and at any postponement or adjournment thereof.
The stockholder(s) of Global Income Fund, Inc. (the "Fund") signing on the
reverse of this card hereby appoints Thomas B. Winmill and Monica Pelaez and
each of them, the attorneys and proxies of the signer, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders to be
held at the offices of the Fund at 11 Hanover Square, New York, New York on
Tuesday, October 30, 2001 at 8:00 a.m., and at any postponement or adjournment
thereof ("Meeting") to cast on behalf of the signer all votes that the
signer is entitled to cast at the Meeting and otherwise to represent the
signer at the Meeting with all of the powers the signer possesses and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
proxy statement for the Meeting. The signer hereby acknowledges receipt of
the Notice of Annual Meeting and the accompanying Proxy Statement and revokes
any proxy heretofore given for the Meeting. If no directions are given, the
proxies will vote FOR all proposals and in their discretion on any other matter
that may properly come before the Meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
| | Please mark your votes
| X | as in this example:
| |
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GLOBAL INCOME FUND, INC.
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Please sign, date and return this proxy/voting instruction card promptly in the
enclosed postage-paid envelope. If no direction is given on a proposal, the
proxies will vote FOR the proposal, in accordance with the recommendations of
the Fund's Board of Directors.
CONTROL NUMBER:
RECORD DATE SHARES:
1. To elect to the Board of Directors the Nominees, Frederick A. Parker, Jr.
Douglas Wu, and Thomas B. Winmill, respectively, as Class III Director,
Class IV Director, and Class IV Director, each to serve for a five year
term and until his successor is duly elected and qualified.
(01) Frederick A. Parker, Jr.
(02) Douglas Wu
(03) Thomas B. Winmill
For all With- For All
Nominees hold Except
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NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and write the number(s) of nominee(s) below. Your shares
will be voted for the remaining nominee(s).
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2. To ratify the selection of Tait, Weller & Baker as the Fund's
independent auditors.
For Against Abstain
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Signature(s) should be exactly as name or names appearing in the address on this
form. Please sign this proxy and return it promptly whether or not you plan to
attend the Meeting. If signing for a corporation or partnership or as agent,
attorney or fiduciary, indicate the capacity in which you are signing. If you do
attend the Meeting and decide to vote by ballot, such vote will supersede this
proxy.
Please be sure to sign and date this Proxy. Date_________________________
__________________________________ __________________________________
Signature Co-Owner Signature
DETACH CARD DETACH CARD
Your vote is important!
Please sign and date the proxy/voting instruction card
above and return it promptly in the enclosed
postage-paid envelope or otherwise to Global Income Fund, Inc.
c/o EquiServe, P.O. Box 9391, Boston, MA 02205-9969, so
that your shares can be represented at the Meeting.
Please fold and detach card at perforation before mailing.