DEF 14A: Definitive proxy statements
Published on July 29, 2005
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.
--------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------------
(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:
GLOBAL INCOME FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders:
Notice is hereby given that the 2005 Annual Meeting of Stockholders of
Global Income Fund, Inc. (the "Fund") will be held at the offices of the Fund at
11 Hanover Square, 12th Floor, New York, New York on Wednesday, September 7,
2005 at 10:00 a.m., local time, for the following purpose:
1. To elect to the Board of Directors the Nominee, Bruce B. Huber as a Class III
Director.
Stockholders of record at the close of business on June 30, 2005 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ Monica Pelaez
Monica Pelaez
Secretary
New York, New York
July 22, 2005
GLOBAL INCOME FUND, INC.
PROXY STATEMENT
Annual Meeting of Stockholders
to be held September 7, 2005
This Proxy Statement, dated July 22, 2005, is furnished in connection
with a solicitation of proxies by the Board of Directors (the "Board") of the
Global Income Fund, Inc. (the "Fund") to be voted at the 2005 Annual Meeting of
Stockholders of the Fund to be held at the offices of the Fund at 11 Hanover
Square, 12th Floor, New York, New York on Wednesday, September 7, 2005 at 10:00
a.m., local time, and at any postponement or adjournment thereof ("Meeting") for
the purpose set forth in the accompanying Notice of Annual Meeting of
Stockholders. Only stockholders of record at the close of business on June 30,
2005 ("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 instructions on the Proxy
Card. A stockholder may revoke a proxy by delivering to the Fund a signed proxy
with a date later than the previously delivered proxy or by sending a written
revocation to the Fund. 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 7,380,979 shares of common stock issued and
outstanding. Stockholders of the Fund vote as a single class.
It is estimated that proxy materials will be mailed to stockholders as
of the Record Date on or about July 29, 2005. 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 1-800-937-5449.
Proposal 1: Election of Director
The Fund's Board of Directors is divided into five classes with the
term of office of one class expiring each year. Acting by unanimous written
consent on July 22, 2005, the Board approved the nomination of Bruce B. Huber as
a Class III Director to hold office until the 2010 annual meeting and until his
successor is duly elected and qualifies. In the event Bruce B. Huber is not duly
elected as proposed and qualifies he shall be deemed holding over and shall
continue to manage the business and affairs of the Fund as a member of the Board
of Directors until his successor is duly elected and qualifies. Bruce B. Huber
currently serves as a Class II Director. If he is elected as proposed, the size
of the Board will be reduced accordingly from six to five members. Unless
otherwise noted, the address of record for the nominee and other Directors and
officers is 11 Hanover Square, New York, New York 10005. The following table
sets forth certain information concerning the nominee for Class III Director of
the Fund.
-1-
The persons named in the accompanying form of proxy intend to vote each
such proxy FOR the election of the nominee listed above, unless a stockholder
specifically indicates on a proxy the desire to withhold authority to vote for
the nominee. It is not contemplated that the nominee 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 of their choice as
nominee. The nominee listed above has consented to being named in this Proxy
Statement and has agreed to serve as a Director if elected.
Vote Required
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, in which case such action requires (A) if applicable, the
proportion of votes required by the Investment Company Act of 1940, as amended
(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. Inasmuch as
the election of the nominee was previously approved by the vote of a majority of
the Continuing Directors, a plurality of all the votes cast at the Meeting at
which a quorum is present is sufficient to elect the nominee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEE.
The following table sets forth certain information concerning the other
Directors currently serving on the Board of the Fund. Each Director who is
deemed to be an "interested person" because he is an "affiliated person" as
defined in the 1940 Act, is indicated by an asterisk.
-2-
* He is an "interested person" of the Fund as defined in the
1940 Act due to his affiliation with the Investment Manager.
Bassett S. Winmill, Chairman of the Board of the Fund, is the
father of Thomas B. Winmill, the President, Chief
Executive Officer, and General Counsel of the Fund.
The persons named in the accompanying form of proxy intend to vote each
such proxy FOR the election of the nominee listed above, unless a stockholder
specifically indicates on a proxy the desire to withhold authority to vote for
the nominee. It is not contemplated that the nominee 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 nominee. The 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, the function of which is routinely to
review financial statements and other audit-related matters as they arise
throughout the year. The Fund has a nominating committee the function of which
is to identify and evaluate nominees for director and make its recommendations
to the Board. 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. The Fund has a
committee of Continuing Directors to take such actions as are required by the
Charter and Bylaws of the Fund. Mr. Winmill is an "interested person" because he
is an "affiliated person" as defined in the 1940 Act.
Unless otherwise noted, the address of record for the officers is 11
Hanover Square, New York, New York 10005. The executive officers, other than
those who serve as Directors, and their relevant biographical information are
set forth in the following table:
Name and Age Principal Occupation During Past 5 years
- ---------------- --------------------------------------------------
Thomas O'Malley
Born on July 22, 1958 Chief Accounting Officer, Chief Financial Officer,
and Vice President since 2005. He also is Chief
Accounting Officer, Chief Financial Officer, and
Vice President of the Investment Company Complex,
the Investment Manager, and WCI. Previously, he
served as Assistant Controller of Reich & Tang
Asset Management, LLC, Reich & Tang Services, Inc.
, and Reich & Tang Distributors, Inc. He is a
certified public accountant.
William G. Vohrer
Born on August 17, 1950 Treasurer since 2001. He also is Treasurer of the
Investment Company Complex, the Investment Manager
, and WCI. From 1999 to 2001, he consulted on
accounting matters.
Marion E. Morris
Born on June 17, 1945 Senior Vice President since 2000. She is also a
Senior Vice President of the Investment Company
Complex, the Investment Manager, and WCI. She is
Director of Fixed Income and a member of the
Investment Policy Committee of the Investment
Manager. Previously, she served as Vice
President of Salomon Brothers, The First Boston
Corporation, and Cantor Fitzgerald.
-3-
Name and Age Principal Occupation During Past 5 Years
- ------------- -------------------------------------------------
Monica Pelaez
Born on November 5, 1971 Vice President, Secretary and Chief Compliance
Officer since 2000. She also is Vice President,
Secretary and Chief Compliance Officer of the
Investment Company Complex, the Investment
Manager, and WCI. She is a member of the New
York State Bar.
The following table sets forth information regarding the beneficial
ownership of the Fund's outstanding shares as of the Record Date by (i) each
director, nominee and executive officer and (ii) all directors and executive
officers as a group.
* Does not include 3,628 shares held by WCI, of which Mr. Winmill disclaims
beneficial ownership.
** Less than 1% of the outstanding shares.
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 following table sets forth information describing the dollar range
of equity securities beneficially owned by each Director and nominee of the Fund
and, on an aggregate basis, the Investment Company Complex as of the Record
Date:
-4-
Currently, the Fund pays its Directors who are not "interested persons" or
affiliated with the Investment Manager, an annual retainer of $1,000, and a per
meeting fee of $1,000, 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 regular Board meetings,
four special Board meetings, two audit committee meetings, three special
committee meetings, one nominating committee meeting and no executive committee
meeting during the Fund's most recently completed full fiscal year ended
December 31, 2004. Each Director attended all Board and committee meetings held
during such periods during the time such Director was in office.
The aggregate amount of compensation paid to each Director and nominee
by the Fund and by the other investment companies in the Investment Company
Complex for which such Director or nominee was a board member (the number of
which is set forth in parenthesis next to the Director or nominee's name) for
the year ended December 31, 2004, is as follows:
* During the fiscal year 2004 there were five investment companies managed by
the Investment Manager and its affiliated investment adviser.
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 traded over-the-counter. During the fiscal year ended December
31, 2004, the Fund paid the Investment Manager investment management fees of
$213,755. 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.
During the fiscal year ended December 31, 2004, the following sales of
securities of the Investment Manager's parent, WCI, were made by a director or
nominee for director of the Fund:
-5-
Board of Directors' Annual Approval of the Investment Management Agreement
The investment management agreement between the Fund and the Investment
Manager generally provides that the agreement shall continue automatically for
successive periods of twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of the
Directors of the Fund who are not parties to the agreement, or interested
persons of any such party and (ii) by the Board of Directors of the Fund or by
the vote of the holders of a majority of the outstanding voting securities of
the Fund.
In considering the annual approval of the agreement between the Fund
and the Investment Manager, the Board of Directors considered information that
had been provided throughout the year at regular Board meetings, as well as
information furnished to the Board for a meeting held in March 2005 to
specifically consider the renewal of the agreement. Such information included,
among other things, the following: information comparing the management fee of
the Fund with those of comparable funds; information regarding Fund investment
performance in comparison to a relevant peer group of funds; the economic
outlook and the general investment outlook in relevant investment markets; the
Investment Manager's results and financial condition and the overall
organization of the Investment Manager; the allocation of brokerage and the
benefits received by the Investment Manager as a result of brokerage allocation;
the Investment Manager's management of relationships with the custodian,
transfer agent, and fund accountant; the resources devoted to the Investment
Manager's compliance efforts undertaken on behalf of the funds it manages and
the record of compliance with the investment policies and restrictions and with
policies on personal securities transactions; the quality, nature, cost and
character of the administrative and other non-investment management services
provided by the Investment Manager and its affiliates; and the terms of the
agreement and the reasonableness and appropriateness of the particular fee paid
by the Fund for the services described therein.
The Board of Directors also considered the nature, extent and quality
of the management services provided by the Investment Manager. In so doing, the
Board considered the Investment Manager's management capabilities with respect
to the types of investments held by the Fund, including information relating to
the education, experience and number of investment professionals and other
personnel who provide services under the agreement. The Board also took into
account the time and attention to be devoted by management to the Fund and the
other funds in the complex. The Board evaluated the level of skill required to
manage the Fund and concluded that the human resources available at the
Investment Manager were appropriate to fulfill effectively its duties on behalf
of the Fund.
The Board received information concerning the investment philosophy and
investment process applied by the Investment Manager in managing the Fund. In
this regard, the Board considered the Investment Manager's in-house research
capabilities as well as other resources available to the Investment Manager
personnel, including research services that may be available to the Investment
Manager as a result of securities transactions effected for the Fund and related
investment management clients. The Board concluded that the Investment Manager's
investment process, research capabilities and philosophy were well suited to the
Fund, given the Fund's investment objective and policies.
In its review of comparative information with respect to Fund
investment performance, the Board received comparative information, comparing
the Fund's performance to that of similar peer groups. After reviewing this
information, the Board concluded that the Fund has performed within a range that
the Board deemed competitive. With respect to its review of investment
management fees, the Board considered information comparing the Fund's
management fee and expense ratio to those of comparable funds with similar
management fee characteristics. This information assisted the Board in
concluding that the fee paid by the Fund is within the range of those paid by
comparable funds within the fund industry. In reviewing the information
regarding the expense ratio of the Fund, the Board concluded that although the
Fund's expense ratio is within a higher range, it is competitive with
comparable funds in light of the quality of services received.
In addition to the factors mentioned above, the Board reviewed the
level of the Investment Manager's profits in providing investment management and
related services for the Fund and for all the funds in the Investment Company
Complex. In addition, the Board considered the fiduciary duty assumed by the
Investment Manager in connection with the services rendered to the Fund and the
business reputation of the Investment Manager and its financial resources. The
Board concluded that in light of the services rendered, the profits realized by
the Investment Manager are not unreasonable.
The Board did not consider any single factor as controlling in
determining whether or not to renew the agreement. Nor are the items described
herein all the matters considered by the Board. In assessing the information
provided by the
-6-
Investment Manager and its affiliates, the Board also took into consideration
the benefits to shareholders of investing in a fund that is part of a family of
funds which provides a large variety of shareholder services.
Based on its consideration of the foregoing factors and conclusions,
and such other factors and conclusions as it deemed relevant, and assisted by
counsel, the Board concluded that the approval of the agreement, including the
fee structure, is in the interests of shareholders.
Audit Committee Report
In accordance with its written charter adopted by the Board of
Directors, the Audit Committee assists the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the Fund's
financial reporting practices. The purposes of the Audit Committee are (i) to
oversee the Fund's accounting and financial reporting policies and practices,
its internal controls and, as appropriate, the internal controls of certain
service providers; (ii) to oversee the quality and objectivity of the Fund's
financial statements and the independent audit thereof; and (iii) to act as a
liaison between the Fund's independent auditors and the full Board of Directors.
The Audit Committee met twice in fiscal 2004.
The Committee reported that at the meeting of the Audit Committee held
on February 24, 2005 the Audit Committee recommended the retention of Tait,
Weller & Baker ("Tait, Weller") as the independent registered public accounting
firm ("IRPAF") for the Funds. In connection therewith, the Audit Committee met
with Mr. DeVerter of Tait, Weller to review the results of the 2004 audit,
including the Report on Internal Controls. The Committee received letters from
Tait, Weller with respect to Tait, Weller's professional standards and its
independence. In its independence letter, Tait, Weller stated that, in addition
to the Investment Company Complex, it serves as the IRPAF for Tuxis Corporation
and Winmill & Co. Incorporated and its subsidiaries; nonetheless, Tait, Weller
believes it is independent of the Fund within the meaning of the federal
securities laws. In addition, the Audit Committee reviewed Tait, Weller's
proposed fees with respect to the audit of the Investment Company Complex.
This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or the Securities Act of
1934, as amended, and shall not otherwise be deemed filed under such Acts. The
Audit Committee Members are: Bruce B. Huber, James E. Hunt, and Peter K. Werner,
chair. The Audit Committee members are independent, as defined in section 121(A)
of the listing standards of the American Stock Exchange.
Tait, Weller has been selected as IRPAF for the Fund for the fiscal
period commencing January 1, 2005. Tait, Weller also acts as IRPAF of the
Investment Manager, WCI, and the Investment Company Complex. Apart from its fees
received as IRPAF, neither Tait, Weller nor any of its partners has a direct, or
material indirect, financial interest in the Fund or its affiliates.
Representatives of Tait, Weller are not expected to be present at the Meeting
but have been given the opportunity to make a statement if they so desire and
are expected to be available to respond to appropriate questions.
The Fund's financial statements for the fiscal years ended December 31,
2003 and 2004 were audited by Tait, Weller. The following table sets forth the
aggregate fees billed for professional services rendered by Tait, Weller:
* Tait, Weller also provides audit and non-audit services to the Investment
Manager, WCI, and the Investment Company Complex. The Audit Committee has
considered the provision of these services and has determined such services to
be compatible with maintaining Tait, Weller's independence.
Pursuant to the Fund's Audit Committee Charter, the Audit Committee
shall consider for pre-approval any non-audit services proposed to be provided
by the auditors to the Fund, and any non-audit services proposed to be provided
by such auditors to the Fund's investment manager, if any, which have a direct
impact on Fund operations or financial reporting. In those situations when it is
not convenient to obtain full Audit Committee approval, the Chairman of the
Audit Committee is delegated the authority to grant pre-approvals of auditing,
audit-related, non-audit related, tax, and all other services so long as all
such pre-approved decisions are reviewed with the full Audit Committee at its
next scheduled meeting.
-7-
Such pre-approval of non-audit services proposed to be provided by the auditors
to the Fund is not necessary, however, under the following circumstances: (i)
all such services do not aggregate to more than 5% of total revenues paid by the
Fund to the auditor in the fiscal year in which services are provided, (ii) such
services were not recognized as non-audit services at the time of the
engagement, and (iii) such services are brought to the attention of the Audit
Committee, and approved by the Audit Committee, prior to the completion of the
audit. See Appendix B for a copy of the most recent Audit Committee Charter.
Nominating Committee
The Board of Directors has a Nominating Committee composed of three
independent Directors. The members of the Nominating Committee are Messrs. Bruce
B. Huber, James E. Hunt, and Peter K. Werner. The Nominating Committee generally
meets once annually to identify and evaluate nominees for director and make
recommendations to the Board.
The Fund's Board of Directors adopted a charter for its Nominating
Committee. Pursuant to the Charter, the Nominating Committee identifies,
evaluates and selects and nominates, or recommends to the Board of Directors,
candidates for the Board. It also may set standards or qualifications for
Directors. The Nominating Committee may consider candidates as Directors
submitted by current Directors, the Fund's investment adviser, Fund stockholders
and other appropriate sources. The Nominating Committee will consider candidates
submitted by a stockholder or group of stockholders who have owned at least 5%
of the Fund's outstanding common stock for at least two years at the time of
submission and who timely provide specified information about the candidates and
the nominating stockholder or group. To be timely for consideration by the
Nominating Committee, the submission, including all required information, must
be submitted in writing to the attention of the Secretary at the principal
executive offices of the Fund not less than 120 days before the date of the
proxy statement for the previous year's annual meeting of stockholders. The
Nominating Committee will consider only one candidate submitted by such a
stockholder or group for nomination for election at an annual meeting of
stockholders. The Nominating Committee will not consider self-nominated
candidates.
The Nominating Committee will consider and evaluate candidates
submitted by stockholders on the basis of the same criteria as those used to
consider and evaluate candidates submitted from other sources. These criteria
include the candidate's relevant knowledge, experience, and expertise, the
candidate's ability to carry out his or her duties in the best interests of the
Fund and the candidate's ability to qualify as a disinterested Director. A
detailed description of the criteria used by the Nominating Committee as well as
information required to be provided by stockholders submitting candidates for
consideration by the Nominating Committee are included in the Charter. The
Charter was included in the appendix to the Fund's proxy statement filed during
the fiscal year 2004.
The Fund's Board of Directors has adopted a process for stockholders to
send communications to the Board. To communicate with the Board of Directors or
an individual Director of the Fund, a stockholder must send a written
communication to that Fund's principal office at the address listed in the
Notice of Annual Meeting of Stockholders accompanying this Proxy Statement,
addressed to the Board of Directors of the Fund or the individual Director. All
stockholder communications received in accordance with this process will be
forwarded to the Board of Directors or the individual Director. The Fund
currently has no policies regarding Director attendance at Board meetings. The
Fund does not pay any fees to, or reimburse expenses of, any Director during a
time when the Director is considered an "interested person" of the Fund. The
aggregate compensation paid by the Fund to the Directors during the Fund's
fiscal year ended in 2004, the aggregate compensation paid to the Directors
during calendar year 2004 by all of the investment companies in the Investment
Company Complex, and the total number of investment companies in the Investment
Company Complex as to which the Directors are a director and the number of
investment portfolios as to which the Directors are directors, are set forth
above. Neither the Fund nor any other investment company in the Investment
Company Complex provides compensation in the form of pension or retirement
benefits to any of its directors.
ADDITIONAL INFORMATION
The Fund's Board of Directors has continuously availed itself of
methods specifically provided by, or consistent with, Maryland law and the 1940
Act to protect the Fund and its stockholders. Accordingly, the Fund currently
has provisions in its Charter and Bylaws (collectively, the "Governing
Documents") which could have the effect of limiting (i) the ability of other
entities or persons to acquire control of the Fund, (ii) the Fund's freedom to
engage in certain transactions, or (iii) the ability of the Fund's directors or
stockholders to amend the Governing Documents or effectuate changes in the
Fund's management. These provisions of the Governing Documents of the Fund may
be regarded as "anti-
-8-
takeover" provisions. The Fund is also subject to certain Maryland law
provisions, including those which have been enacted since the inception of the
Fund, that make it more difficult for non-incumbents to gain control of the
Board. In 2003, the Fund's Board amended and restated the Bylaws of the Fund. In
doing so, the Board consulted with counsel to the Fund and Maryland counsel to
the Fund and elected to become subject to various provisions of the Maryland
General Corporation Law (the "MGCL"). The Board also adopted a Conflict of
Interest and Corporate Opportunities Policy applicable to its disinterested
directors, a current copy of which is included as Appendix A to this proxy
statement.
At the Meeting, the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting
is sufficient to constitute a quorum. In the event that a quorum is not present
at the Meeting, or if a quorum is present but sufficient votes to approve a
proposal are not received, the chair of the meeting may adjourn the meeting to a
later date and time not more than 120 days after the original record date
without any other notice other than announcement at the Meeting. A stockholder
vote may be taken for one or more proposals prior to any adjournment if
sufficient votes have been received for approval. 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.
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 beneficial owners. The Fund will bear
the cost of soliciting proxies. 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 72 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 instructions are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact the Fund's transfer agent at 1-800-937-5449. 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 a reasonable time prior to mailing
this Proxy Statement to stockholders. The Fund's Bylaws provide that a
stockholder of record may nominate a candidate for election as a director at an
annual meeting of stockholders or propose business for consideration at such
meeting, provided generally that written notice be delivered to the Secretary of
the Fund, at the principal executive offices, not less than 90 days nor more
than 120 days prior to the first anniversary of the mailing of the notice for
the preceding year's annual meeting. Accordingly, pursuant to such Bylaws and
Rule 14a-5(e)(2) of the 1934 Act, a record stockholder nomination or proposal
intended to be considered at the 2006 Annual Meeting must be received by the
Secretary no earlier than March 31, 2006 nor later than April 30, 2006.
Proposals should be mailed to the Fund, to the attention of the Fund's
Secretary, Monica Pelaez, 11 Hanover Square, New York, New York 10005. In
addition, if you wish to have your proposal considered for the inclusion in the
Fund's 2006 Proxy Statement, we must receive it on or before March 31, 2006
pursuant to Rule 14a-8(e)(2). The submission by a stockholder of a proposal for
inclusion in the proxy statement or presentation at the Meeting does not
guarantee that it will be included or presented. Stockholder proposals are
subject to certain requirements under the federal securities laws and the MGCL
and must be submitted in accordance with the Fund's Bylaws.
-9-
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 the American Stock
Exchange. Based on the Fund's review of the copies of such forms it receives,
the Fund believes that during the calendar year ended 2004, such persons
complied with all such applicable filing requirements.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Fund's transfer agent American Stock Transfer & Trust
Company at 1-800-937-5449 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.
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.
-10-
APPENDIX A
GLOBAL INCOME FUND, INC.
CONFLICT OF INTEREST AND CORPORATE OPPORTUNITIES POLICY
In order to enable the Global Income Fund, Inc. (the "Fund") to
maintain the highest standards of corporate governance, generally each
Disinterested Director (as defined below) should be free of relationships,
activities or interests which conflict with, or appear to conflict with, the
interests of the Fund or may deprive the Fund and its stockholders of the
loyalty of and fair dealing by its Disinterested Directors. In furtherance of
these goals, the Board of Directors of the Fund (the "Board") has adopted a
formal Conflict of Interest and Corporate Opportunities Policy to generally
preclude any material conflicts or improprieties with respect to actions of the
individual Disinterested Directors.
I. Conflicts of Interest:
A. A Disinterested Director shall not use corporate property,
information or position in a manner that constitutes a material
Conflict of Interest or otherwise knowingly engage in a conflict of
interest.
B. A "Conflict of Interest" means a personal interest of a
Disinterested Director that interferes, or appears to interfere, in any
way with the interests of the Fund as a whole. A conflict of interest
includes, without limitation:
1. An interest that has the potential to make it difficult for
a Disinterested Director to perform his or her duties
objectively;
2. The receipt of improper personal benefit
(i.e., a benefit not received by all other similarly situated
directors or officers or the stockholders of the Fund) from
the Fund by a Disinterested Director (or a family member of a
Disinterested Director) resulting from the Disinterested
Director's position with the Fund; and
C. A "Disinterested Director" means a Director who is not an Interested
Person with respect to the Fund.
D. An "Interested Person" has the meaning stated in Section 2(a)(19) of
the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder.
E. A "Family Member" of a Disinterested Director means:
1. The spouse, parent, child, grandchild or sibling of a
Disinterested Director or of the spouse of any of the
foregoing;
2. An individual having the same home as a
Disinterested Director; or
3. A trust or estate of which an
individual specified in this Section E is a substantial
beneficiary; or
4. Trust, estate, incompetent, conservatee or
minor of which the Disinterested Director is a fiduciary.
F. A Disinterested Director who has a conflict of interest or potential
conflict of interest shall report in writing to the Secretary of the
Fund within five days from the date on which the Disinterested Director
knew or reasonably should have been expected to have learned or known
of the potential conflict. The Secretary of the Fund shall distribute
the report to each director and the conflict report shall be filed with
the minutes of the next regular or special meeting of the Board.
II. Confidentiality: A Disinterested Director shall maintain confidentiality of
information entrusted to him or her by the Fund, except when disclosure is
specifically authorized or legally mandated. Confidential information consists
of all non-public information that may be of use to competitors or harmful to
the Fund if disclosed.
III. Fair Dealing: A Disinterested Director, taking action in his or her
capacity as a Disinterested Director or on behalf of any entity with which the
Disinterested Director is affiliated, shall not take unfair advantage of the
Fund, its stockholders or any of the directors or officers, through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any other practices that would constitute unfair dealing.
A-1
IV. Corporate Opportunities: A Disinterested Director shall not take for
himself or herself personally an opportunity that the Fund could realistically
expect to obtain and develop and is discovered through the use of corporate
property, information or position unless the Disinterested Director has
presented the opportunity to the Board in writing and the Board has rejected the
opportunity. The written opportunity report shall be filed with the minutes of
the next regular or special meeting of the Board.
A-2
APPENDIX B
AUDIT COMMITTEE CHARTER
(as amended June 8, 2005)
1. The Audit Committee shall have a minimum of three members and shall
consist of all Board members who are "independent directors" in
accordance with the American Stock Exchange rules.
2. The purposes of the Audit Committee are:
a. to oversee the Fund's accounting and financial reporting
policies and practices, its internal controls and, as appropriate, the
internal controls of certain service providers;
b. to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
c. to act as a liaison between the Fund's independent auditors and
the full Board of Directors.
The function of the Audit Committee is oversight. The Fund's management
is responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The auditors are responsible for
planning and carrying out proper audits and reviews. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Fund and are not necessarily, and do not
necessarily represent themselves to be, accountants or auditors by profession or
experts in the fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures. Each member of the
Audit Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and outside the Fund from which it receives information
and (ii) the accuracy of the financial and other information provided to the
Audit Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Fund's Board). In addition,
the review of the Fund's financial statements by the Audit Committee is not of
the same quality as audits performed by the independent accountants, nor does
the Audit Committee's review substitute for the responsibilities of the Fund's
management for preparing, or the independent accountants for auditing, the
financial statements.
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
a. to recommend the selection, retention or termination of auditors
and, in connection therewith, to evaluate the independence of the
auditors, including whether the auditors provide any consulting
services to the Fund's investment manager (it being understood that the
auditors are ultimately accountable to the Audit Committee and the
Fund's Board and that the Audit Committee and the Fund's Board shall
have the ultimate authority and responsibility to select, evaluate,
retain and terminate auditors, subject to any required stockholder
vote);
b. to ensure receipt of a formal written statement from the
auditors on a periodic basis specifically delineating all relationships
between the auditors and the Fund; to discuss with the auditors any
disclosed relationships or services that may impact the auditors'
objectivity and independence; and to take, or recommend that the full
Board take, appropriate action to oversee the independence of the
auditors;
c. to meet with the Fund's auditors, including private meetings, as
necessary (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments
to such statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the auditors' comments with respect to
the Fund's financial policies, procedures and internal accounting
controls and management's responses thereto; and (iv) to review the
form of opinion the auditors propose to render to the Fund;
B-1
d. to consider the effect upon the Fund of any changes in
accounting principles or practices proposed by management or the
auditors;
e. to review the audit and non-audit services provided to the Fund
by the auditors and the fees charged for such services;
f. to consider for pre-approval any non-audit services proposed
to be provided by the auditors to the Fund, and any non-audit services
proposed to be provided by such auditors to the Fund's investment
manager, if any, which have a direct impact on Fund operations or
financial reporting. In those situations when it is not convenient to
obtain full Audit Committee approval, the Chairman of the Audit
Committee is delegated the authority to grant pre-approvals of
auditing, audit-related, non-audit related, tax, and all other
services so long as all such pre-approved decisions are reviewed with
the full Audit Committee at its next scheduled meeting. Such
pre-approval of non-audit services proposed to be provided by the
auditors to the Fund is not necessary, however, under the following
circumstances: (1) all such services do not aggregate to more than 5%
of total revenues paid by the Fund to the auditor in the fiscal year
in which services are provided, (2) such services were not recognized
as non-audit services at the time of the engagement, and (3) such
services are brought to the attention of the Audit Committee, and
approved by the Audit Committee, prior to the completion of the audit.
g. to review the status of the Audit Committee members to determine
if any of them may be considered a "financial expert" as defined in
Section 407 of the Sarbanes-Oxley Act of 2002 and make recommendations
regarding the "financial expert" determination to the full Board;
h. to receive copies of any complaints received by the Fund
regarding accounting, internal accounting controls or auditing matters
and review such complaints, and take appropriate actions, if any. The
Committee shall ensure that any such complaints received from employees
of the Fund or the Fund's investment manager are treated on a
confidential basis and that such submissions need not identify the
submitting employee by name;
i. to investigate improprieties or suspected improprieties in Fund
operations; and
j. to report its activities to the full Board on a periodic basis
and to make such recommendations with respect to the above and other
matters as the Audit Committee may deem necessary or appropriate.
4. The Audit Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require.
5. The Audit Committee shall regularly meet with the Fund's management,
including financial personnel.
6. The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, and shall have the discretion to
institute investigations of improprieties or suspected improprieties
and is vested with authority to retain special counsel and other
experts or consultants at the expense of the Fund.
7. The Audit Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board shall
also review and approve this Charter at least annually.
8. The Fund must certify to the American Stock Exchange ("AMEX") that:
a. It has adopted this formal written Charter and the Audit
Committee annually reviewed and reassessed the adequacy of this
Charter;
b. It has and will continue to have an Audit Committee of at least
three members, comprised solely of independent directors to the extent
required by AMEX rules, each of whom is able to read and understand
fundamental financial statements, including a company's balance sheet,
income statement, and cash flow statement or will become able to do so
within a reasonable period of time after his or her appointment to the
audit committee; and
B-2
c. It has at least one member of the Audit Committee that has past
employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication.
B-3
ANNUAL MEETING OF STOCKHOLDERS OF GLOBAL INCOME FUND, INC.
September 7, 2005
Please detach along perforated line and mail in the envelope provided Please
date, sign and mail your proxy card in the envelope provided as soon as
possible.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEE
AS DIRECTOR.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
1. To elect to the Board of Directors the Nominee, Bruce B. Huber as a Class III
Director.
NOMINEE:
[ ] FOR Bruce B. Huber as a
[ ] WITHHOLD AUTHORITY Class III Director
(Instructions: To withhold authority to vote for
the nominee, write the nominee's
name in the space provided below.)
-----------------------------------
If no instructions are given on a proposal, the proxies will vote
FOR the proposal, in accordance with the Fund Board's recommendations.
Your vote is important! Please sign and date the proxy/voting
instructions card below and return it promptly in the enclosed
postage-paid envelope.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
Signature of Stockholder _____Date:_____Signature of Stockholder _____Date:____
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
PROXY CARD
GLOBAL INCOME FUND, INC.
This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Annual Meeting of Stockholders on September 7, 2005, and at any postponement
or adjournment thereof.
The undersigned stockholder of Global Income Fund, Inc. (the "Fund") hereby
appoints Thomas B. Winmill and Monica Pelaez and each of them, the attorneys and
proxies of the undersigned, with full power of substitution in each of them, to
attend the 2005 Annual Meeting of Stockholders to be held at the offices of the
Fund at 11 Hanover Square, 12th Floor, New York, New York on Wednesday,
September 7, 2005 at 10:00 a.m., and at any postponement or adjournment thereof
("Meeting") to cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the Meeting and otherwise to represent the undersigned at
the Meeting with all of the powers possessed by the undersigned if personally
present at the Meeting. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and the accompanying Proxy Statement and revokes any
proxy heretofore given for the Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this Proxy is executed but no instruction is given,
the votes entitled to be cast by the undersigned will be cast "for" the nominee
as proposed in the Proxy Statement and in any event in the discretion of the
Proxy holder on any other matter that may properly come before the Meeting.
(Continued and to be signed on the reverse side)