PRE 14A: Preliminary proxy statement not related to a contested matter or merger/acquisition
Published on July 19, 2006
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 (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:
GLOBAL INCOME FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders:
Notice is hereby given that the 2006 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 [ ]
2006 at 8:00 a.m., local time, for the following purposes:
1. To elect to the Board of Directors the Nominee, Thomas B. Winmill, as a
Class IV Director, and until his successor is duly elected and qualifies.
2. To approve amendments to the Fund's Charter.
Stockholders of record at the close of business on [ ], 2006 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ John F. Ramirez
John F. Ramirez
Secretary
New York, New York
July [ ], 2006
Please Vote Immediately by Signing and Returning the Enclosed Proxy Card.
Delay may cause the Fund to incur additional expenses to
solicit votes for the Meeting.
GLOBAL INCOME FUND, INC.
PROXY STATEMENT
Annual Meeting of Stockholders
to be held September 6, 2006
This Proxy Statement, dated [ ], 2006, is furnished in connection with
a solicitation of proxies by the Board of Directors (the "Board") of Global
Income Fund, Inc. (the "Fund") to be voted at the 2006 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 [ ], 2006 at 8:00
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 [ ],
2006 (the "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 a fractional
vote 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 [ ] 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 [ ], 2006. 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.
Quorum and Voting
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 shall constitute a
quorum. If a quorum is not present at the Meeting, the chairman of the Meeting
has the power to adjourn the Meeting from time to time to a date not more than
120 days after the original record date without notice other than announcement
at the Meeting. At a reconvened Meeting, if a quorum is present, any business
may be transacted that might have been transacted at the originally scheduled
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.
Proposal 1: Election of Director
At the Board of Directors meeting held on June 14, 2006, the Fund's Board
approved the nomination of Thomas B. Winmill as a Class IV Director to hold
office until the 2011 annual meeting and until his successor is duly elected and
qualifies. In the event Thomas B. Winmill 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. 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.
1
*He is an "interested person" of the Fund as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), due to his affiliation with the
Investment Manager.
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.
Vote Required
As set forth in the Fund's Bylaws, "[u]nless all nominees for Director are
approved by a majority of the Continuing Directors, the affirmative vote of the
holders of at least 80% of the outstanding shares of all classes of voting
stock, voting together, shall be required to elect a Director. If all nominees
for Director are approved by a majority of the Continuing Directors, a plurality
of all the votes cast at a meeting at which a quorum is present shall be
sufficient to elect a Director." Because the only nominee for Director was
approved by a majority of the Continuing Directors, a plurality of all the votes
cast at the Meeting at which a quorum is present shall be sufficient to elect
the nominee as a Director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEE.
Proposal 2: Charter Amendments
At the Board of Directors meeting held on June 14, 2006, the Fund's Board
approved and advised amendments to the Fund's Charter subject to stockholder
approval, as follows: Article X, Section 2(a)(ii) of the Fund's Charter be
amended to insert the word "equity" immediately before the phrase "securities of
the Corporation" and Article X, Section 2(a)(iii) of the Fund's Charter be
amended to change the clause immediately following the words "fair market value
of $1,000,000 or more," to read as follows: "except for transactions effected by
the Corporation in the ordinary course of its business."
Amended Article X, Section 2(a) as advised by the Board of Directors, is
set forth in Appendix A hereto.
The investment policies of the Fund contemplate that the Fund may borrow
from banks for leverage and for temporary or emergency purposes to the maximum
extent permitted under the 1940 Act. The Fund has obtained from State Street
Bank and Trust Company ("Bank") a revolving, committed credit facility (the
"Committed Credit Line") that enables the Fund to borrow funds for such
purposes. The Bank requires that the amounts borrowed by the Fund under the
Committed Credit Line be collateralized by a pledge of Fund assets having a
discounted value, determined in accordance with the related credit documents, at
least equal to the amount that the Fund borrows, and such collateralization has
been approved by the Board. The Board has been advised that comparable
collateralization is a common market requirement for extensions of credit
2
on attractive terms. The Board, including each of the independent Board members
and each of the continuing Directors on the Board, deems it advisable and in the
interests of the Fund and its stockholders to maintain the Committed Credit Line
and to be able, in the ordinary course of its business, to pledge its assets
when necessary or appropriate in order to obtain favorable borrowing terms. As a
condition of its willingness to increase and extend the Committed Credit Line,
the Bank has requested that the Fund seek stockholder approval of the foregoing
described amendment in order to eliminate any ambiguity regarding the ability of
the Fund to enter into the Committed Credit Line or that its stockholders
consent to the pledge of the Fund's assets in connection with the Committed
Credit Line. The Board, including each of the independent Board members and each
of the Continuing Directors on the Board, deems it advisable and in the
interests of the Fund and its stockholders to so amend the Fund's Charter.
Vote Required
As provided by the Fund's Charter, because the proposed amendment was
approved by a majority of the Continuing Directors, the affirmative vote of the
holders of a majority of the number of votes entitled to be cast at the Meeting
at which a quorum is present shall be sufficient to approve the amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE PROPOSAL TO AMEND
THE FUND'S CHARTER.
The following table sets forth certain information concerning the other
Directors currently serving on the Board of the Fund.
* 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 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, as defined in the Bylaws, to take such
actions as are required by the Charter and Bylaws of the Fund. The Fund has no
standing compensation committee or any committee performing similar functions.
The following table sets forth certain information concerning the Fund's
executive officers other than those who serve as Directors. Unless otherwise
noted, the address of record for the officers is 11 Hanover Square, New York,
New York 10005.
4
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 [ ] shares held by WCI, of which Mr. Bassett Winmill
disclaims beneficial ownership.
** Less than 1% of the outstanding shares.
Based on the filings with the U.S. Securities and Exchange Commission, 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:
Currently, the Fund pays its Directors who are not "interested persons" of
the Fund as defined in the 1940 Act, 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, one
special Board meetings, two audit committee meetings, two 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,
2005. Each Director attended all Board and committee meetings held during such
periods during the time such Director was in office except Bassett S. Winmill
was not present for one regular board meeting. The Fund currently has no
policies regarding Director attendance at Board meetings.
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 for the year ended
December 31, 2005, is as follows:
5
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, 2005, the Fund paid the Investment Manager investment management fees of
$249,662. The Fund reimbursed the Investment Manager $107,615 for providing at
cost certain administrative services comprised of compliance and accounting
services during the year ended December 31, 2005. 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.
Audit Committee Report
The Board of Directors has an Audit Committee composed of three independent
Directors. 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.
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 2005.
The Committee reported that at the meeting of the Audit Committee held on
February 23, 2006, the Audit Committee recommended the retention of Tait, Weller
& Baker ("Tait, Weller") as the independent registered public accounting firm
("IRPAF") for the Fund. In connection therewith, the Audit Committee met with a
representative of Tait, Weller to review the results of the 2005 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 served as the IRPAF for certain affiliates
of the Investment Manager, Tuxis Corporation ("Tuxis"), and WCI; nonetheless,
Tait, Weller believed 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.
6
Tait, Weller has been selected as IRPAF for the Fund for the fiscal period
commencing January 1, 2006. Tait, Weller also acts as IRPAF of the Investment
Manager, Bexil Corporation, Tuxis, 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 following table sets forth the aggregate fees billed to the Fund for
professional services rendered by Tait, Weller for the fiscal years ended
December 31, 2004 and 2005:
* This amount includes fees charged by Tait, Weller for audit and non-audit
services to the Investment Manager, Tuxis, WCI, and the Investment Company
Complex during such years. 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
IRPAF to the Fund, and any non-audit services proposed to be provided by such
IRPAF 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 IRPAF 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 IRPAF 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. All services performed for 2005 were pre-approved by
the Audit Committee. 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 Nominating Committee 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 Investment Manager, 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 Nominating
Committee Charter. The Nominating Committee Charter was included in the appendix
to the Fund's proxy statement filed during the fiscal year 2004 and may be found
at www.globalincomefund.net. In addition, to qualify as a nominee for a
directorship or election as a Director, (i) an incumbent nominee shall not have
violated any provision of the Conflicts of Interest and Corporate Opportunities
Policy (the "Policy"), adopted by the Board on July 8, 2003, as subsequently
amended or modified, and (ii) an individual who is not an incumbent Director
shall not have a relationship, hold any position or office or otherwise engage
in, or have engaged in, any activity that would result in a violation of the
Policy if the individual were elected as a Director. The Policy may be found at
www.globalincomefund.net.
7
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.
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-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 and 2005, the Fund's Board amended 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").
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. In addition, the Fund will
retain N.S. Taylor & Associates ("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 not to exceed $4,000 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 _____________. 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 2007 Annual Meeting must be received by the Secretary no earlier than
[ ], 2007 nor later than [ ], 2007.
8
Proposals should be mailed to the Fund, to the attention of the Fund's
Secretary, John F. Ramirez, 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 2007 Proxy Statement, we must receive it on or before [ ], 2007
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.
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 2005, such persons complied with all such
applicable filing requirements except for one late Form 3 filing on behalf of
John F. Ramirez.
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.
9
APPENDIX A
Article X, Section 2(a), if amended as advised by the Board of Directors, will
appear as follows:
ARTICLE X CERTAIN VOTES OF STOCKHOLDERS
.. . .
(2)(a) Except as otherwise provided in paragraph (b) of this Section (2) of this
Article X, 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, other than
voting stock held by any interested stockholder or any affiliate thereof,
shall be necessary to authorize any of the following actions:
(i) the merger or consolidation or share exchange of the Corporation with
or into any other person or company (including, without limitation, a
partnership, corporation, joint venture, business trust, common law
trust or any other business organization);
(ii) the issuance or transfer by the Corporation (in one or a series of
transactions in any 12-month period) of any securities of the
Corporation to any other person or entity for cash, securities or
other property (or combination thereof) having an aggregate fair
market value of $1,000,000 or more, excluding (A) sales of any equity
securities of the Corporation in connection with a public offering
thereof, (B) the issuance or transfer in 1997 of securities of the
Corporation to the shareholders of Bull & Bear Global Income Fund,
Inc., in exchange for such shareholder's shares of Bull & Bear Global
Income Fund, Inc. (C) issuances of securities of the Corporation
pursuant to a dividend reinvestment plan adopted by the Corporation,
and (D) issuances of securities of the Corporation upon the exercise
of any stock subscription rights distributed by the Corporation;
(iii)a sale, lease, exchange, mortgage, pledge, transfer or other
disposition by the Corporation (in one or a series of transactions in
any 12-month period) to or with any person of any assets of the
Corporation having an aggregate fair market value of $1,000,000 or
more, except for transactions in securities effected by the
Corporation in the ordinary course of its business.
.. . .
A-1
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;
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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
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.
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