SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c) or (ss.)
240.14a-12
Global Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
GLOBAL INCOME FUND, INC.
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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 Wednesday, September 20,
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.
3. To consider and act upon any other business as may properly come before the
Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF
EACH PROPOSAL.
Stockholders of record at the close of business on August 7, 2006 are
entitled to receive notice of and to vote at the meeting and any adjournments
thereof.
By Order of the Board of Directors
/s/John F. Ramirez
John F. Ramirez
Secretary
New York, New York
August 4, 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 20, 2006
This Proxy Statement 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 Wednesday, September 20, 2006, at 8:00 a.m., local time, and at any
postponements or adjournments thereof ("Meeting") for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. Only stockholders of
record at the close of business on August 7, 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. If a stockholder
has signed a proxy card but no instructions are indicated, the proxies will vote
FOR each proposal and, in their discretion, upon such other matters as may
properly come before the Meeting. 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 7,388,733 shares of
common stock issued and outstanding. Stockholders of the Fund vote as a single
class.
The expense of preparing, assembling, printing and mailing the proxy
statement, proxy card and any other material used for the solicitation of
proxies will be paid by the Fund. It is estimated that proxy materials will be
mailed to stockholders as of the Record Date on or about August 10, 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 is 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
OTHER PUBLIC
NUMBER OF PORTFOLIOS IN COMPANY
NAME, POSITION(S) HELD WITH FUND, TERM OF OFFICE, PRINCIPAL DIRECTOR INVESTMENT COMPANY COMPLEX DIRECTORSHIPS
OCCUPATION FOR PAST FIVE YEARS, AND AGE SINCE OVERSEEN BY DIRECTOR HELD BY DIRECTOR
- ------------------------------------------------------------------- ------------- ------------------------------ -------------------
Interested Nominee:
Class IV:
THOMAS B. WINMILL, ESQ.* - Since 1997, President, Chief Executive 1997 5 Bexil Corporation
Officer, and General Counsel of the Fund and CEF Advisers, Inc. (a holding
(the "Investment Manager"), as well as the other investment company)
companies (collectively, the "Investment Company Complex")
advised by the Investment Manager and its affiliates, and Winmill
& Co. Incorporated and its affiliates ("WCI"). He is a member of
the New York State Bar and the SEC Rules Committee of the
Investment Company Institute. He was born on June 25, 1959.
*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 vote for such other nominees as the Board may
nominate. 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" in the second line, 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.
2
The Board has been advised that comparable collateralization is a common
market requirement for extensions of credit 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 requested that the Fund seek stockholder approval of
amendments to the Fund's Charter to eliminate any ambiguity regarding its
ability to enter into the Committed Credit Line. In the alternative, the Bank
requested that the Fund obtain stockholder consent to enter into the Committed
Line.
The Fund's Charter contains a clause indicating that a vote of the Fund's
stockholders is necessary to authorize certain Fund transactions, including "the
issuance or transfer by the [Fund]...of any securities of the [Fund] to any
other person or entity for cash, securities or other property..." Because this
clause applies to "any securities of the [Fund]," it could be read to limit the
Fund's ability to issue the promissory note in connection with the Committed
Credit Line. In order to eliminate any ambiguity as to whether this clause might
apply to the issuance of the promissory note, it is proposed that the word
"equity" be inserted before the phrase "securities of the [Fund]."
In addition, the Fund's Charter contains a clause indicating that a vote of
the Fund's stockholders is necessary to authorize "a ...pledge... by the
[Fund]...of any assets of the [Fund] having an aggregate fair market value of
$1,000,000 or more, except for transactions in securities effected by the [Fund]
in the ordinary course of its business." Inclusion of the phrase "in securities"
in this clause creates ambiguity as to the types of transactions permitted
without a stockholder vote. The Fund's Board of Directors does not believe this
clause requires a stockholder vote in order for the Fund to enter into the
Committed Credit Line, because the Fund's Board believes the Committed Credit
Line is a transaction "in securities" effected by the Fund in the ordinary
course of its business. Nevertheless, in order to eliminate any ambiguity as to
whether the Committed Credit Line is a transaction "in securities," it is
proposed that the phrase "in securities" be removed from the clause.
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.
3
OTHER PUBLIC
NUMBER OF PORTFOLIOS IN COMPANY
NAME, POSITION(S) HELD WITH FUND, TERM OF OFFICE, PRINCIPAL DIRECTOR INVESTMENT COMPANY COMPLEX DIRECTORSHIPS
OCCUPATION FOR PAST FIVE YEARS, AND AGE(1) SINCE OVERSEEN BY DIRECTOR HELD BY DIRECTOR
- ------------------------------------------------------------------- ------------- ------------------------------ -------------------
Non-interested Directors:
CLASS I:
PETER K. WERNER - Since 1996, he has taught and directed many 1997 5 0
programs at The Governor Dummer Academy. Previously, he was Vice
President of Money Market Trading at Lehman Brothers. He was born
on August 16, 1959.
CLASS II:
JAMES E. HUNT - He is a Managing Director of Hunt Howe Partners 2004 5 0
LLC executive recruiting consultants. He was born on December
14, 1930.
CLASS III:
BRUCE B. HUBER, CLU, ChFC, MSFS - He is a Financial 2004 5 0
Representative with New England Financial, specializing in financial,
estate and insurance matters. He was born on February 7, 1930.
Interested Director:
CLASS V:
BASSETT S. WINMILL* - Since 1997, he is Chairman of the Board of 1997 1 Bexil Corporation
the Fund, the Investment Manager, and WCI. He is a member of the and Tuxis
New York Society of Security Analysts, the Association for Corporation
Investment Management and Research, and the International Society
of Financial Analysts. He was born on February 10, 1930.
(1)The Board is divided into 5 classes of Directors designated Class I, Class
II, Class III, Class IV and Class V. The terms of office of Class IV, Class V,
Class I, Class II and Class III Directors shall expire at the annual meetings of
stockholders held in 2006, 2007, 2008, 2009 and 2010 respectively, and at each
fifth annual meeting of stockholders thereafter. Each Director serves until the
expiration of his or her term and until his or her successor is elected and
qualified, or until his or her death or resignation, or removal as provided in
the Fund's Bylaws or Charter or by statute.
*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 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.
NAME AND AGE POSITION(S) HELD WITH FUND, TERM OF OFFICE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
- ------------------------------ -----------------------------------------------------------------------------------------------------
Thomas O'Malley Chief Accounting Officer, Chief Financial Officer, and Vice President since 2005. He also is Chief
Born on July 22, 1958 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.
Marion E. Morris Senior Vice President since 2000. She is also a Senior Vice President of the Investment Company
Born on June 17, 1945 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.
John F. Ramirez Secretary and Chief Compliance Officer since 2005. He is also Secretary and Chief Compliance
Born on April 29, 1977 Officer of the Investment Company Complex, the Investment Manager, and WCI. He previously served
as Compliance Administrator and Assistant Secretary of the Investment Company Complex, the
Investment Manager, and WCI. He is a member of the Chief Compliance Officer Committee of the
Investment Company Institute.
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.
NAME OF DIRECTOR, NOMINEE OF OFFICER NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
- -------------------------------------------------------------- -------------------------- ------------------------------------------
Interested Nominee:
- -------------------
Thomas B. Winmill 540 **
Non-interested Directors:
- -------------------------
Bruce B. Huber None **
James E. Hunt 6,000 **
Peter K. Werner 610 **
Interested Director:
- --------------------
Bassett S. Winmill 3,990* **
Officers:
- ---------
Marion E. Morris None **
Thomas O'Malley None **
John F. Ramirez None **
---- --
Total shares held by directors and officers as a group 11,140 **
====== ==
* Does not include 3,858 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:
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
NAME OF DIRECTOR, NOMINEE OR DOLLAR RANGE OF EQUITY SECURITIES ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY
OFFICER IN THE FUND DIRECTOR IN INVESTMENT COMPANY COMPLEX
- -------------------------------------------- ------------------------------------ --------------------------------------------------
Interested Nominee:
- -------------------
Thomas B. Winmill $1 - $10,000 over $100,000
Non-interested Directors:
- -------------------------
Bruce B. Huber None $10,001 - $50,000
James E. Hunt $10,001 - $50,000 $10,001 - $50,000
Peter K. Werner $1 - $10,000 $10,001 - $50,000
Interested Director:
- --------------------
Bassett S. Winmill $10,001 - $50,000 over $100,000
5
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, and $50 per joint meeting of the Audit Committees of
the Investment Company Complex 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 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:
NAME OF DIRECTOR OR NOMINEE
(CURRENT TOTAL NUMBER OF INVESTMENT AGGREGATE COMPENSATION FROM THE TOTAL COMPENSATION FROM THE FUND AND INVESTMENT
COMPANIES) FUND COMPANY COMPLEX
- --------------------------------------------- ------------------------------------ -------------------------------------------------
Interested Nominee:
- -------------------
Thomas B. Winmill (5) None None
Non-interested Directors:
- -------------------------
James E. Hunt (5) $5,600 $18,000
Peter K. Werner (5) $5,600 $18,000
Bruce B. Huber (5) $5,600 $18,000
Interested Director:
- --------------------
Bassett S. Winmill (1) None None
The Investment Manager, located at 11 Hanover Square, New York, New York
10005, is a wholly-owned subsidiary of WCI, a Delaware corporation 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.
BOARD COMMITTEES
The Fund has an Audit Committee, comprised of Messrs. Bruce B. Huber, James
E. Hunt, and Peter K. Werner (Chair), each of whom is not an "interested person"
of the Fund, as defined in section 2(a)(19) of the 1940 Act (an "independent
director"), and is independent, as defined in section 121(A) of the listing
standards of the American Stock Exchange. 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. A copy of the Audit Committee Charter is attached as Appendix B
hereto. The Audit Committee Charter may be found at www.globalincomefund.net.
The Fund has a Nominating Committee comprised of Messrs. Bruce B. Huber,
James E. Hunt, and Peter K. Werner each of whom is an independent director. 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 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.
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.
6
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.
DIRECTOR ATTENDANCE AT MEETINGS
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 meetings during the Fund's most
recently completed fiscal year ended December 31, 2005. Each Director attended
all Board and committee meetings held during such period 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 stockholder meetings. The 2005 Annual Meeting of Stockholders was attended by
Thomas B. Winmill.
AUDIT COMMITTEE REPORT
In accordance with the Audit Committee Charter, 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 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. Members of the Audit
Committee rely without independent verification on the accuracy of the financial
and other information provided by management and the Fund's auditors.
The Audit Committee has reviewed the Fund's audited financial statements
for the fiscal year ended December 31, 2005. In conjunction with its review, the
Audit Committee has met with Tait, Weller & Baker LLP ("Tait, Weller") and the
management of the Fund to discuss the audited financial statements. In addition,
the Audit Committee has discussed with Tait, Weller, the matters required
pursuant to SAS 61 and has received the written disclosures and the letter from
Tait, Weller required by Independence Standards Board Standard No. 1 and has
discussed with Tait, Weller its independence. In its independence letter, Tait,
Weller stated that, in addition to the Investment Company Complex, it served as
the independent registered public accounting firm ("IRPAF") for certain
affiliates of the Investment Manager, Tuxis Corporation ("Tuxis"), and WCI;
nonetheless, Tait, Weller believes it is independent of the Fund within the
meaning of the federal securities laws.
Based upon this review and related discussions, and subject to the
limitation on the role and responsibilities of the Audit Committee set forth in
the Audit Committee Charter, the Audit Committee recommended to the Fund's Board
of Directors that the audited financial statements be included in the Fund's
Annual Report for the fiscal year ended December 31, 2005.
Bruce B. Huber
James E. Hunt
Peter K. Werner, Chair
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Tait, Weller has been selected as the IRPAF for the Fund for the fiscal
period commencing January 1, 2006. Tait, Weller also acts as the IRPAF of the
Investment Manager, Bexil Corporation, Tuxis, WCI, and the Investment Company
Complex. Apart from its fees received as the 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.
AUDIT AND NON-AUDIT FEES
The SEC's auditor independence rules require the Audit Committee of the
Fund to pre-approve (a) all audit and permissible non-audit services provided by
the Fund's IRPAF directly to the Fund and (b) those permissible non-audit
services provided by the Fund's IRPAF to the Investment Manager and any entity
controlling, controlled by or under common control with the Investment Manager
that provides ongoing services to the Fund, if the services relate directly to
the operations and financial reporting of the Fund.
7
The following table sets forth the aggregate fees billed for professional
services rendered by Tait, Weller to the Fund for the fiscal years ended
December 31, 2004 and 2005:
FISCAL YEAR ENDED ALL AGGREGATE
DECEMBER 31 AUDIT FEES AUDIT-RELATED FEES TAX FEES OTHER FEES NON-AUDIT FEES*
- ------------------------- ------------------------ --------------------- ------------------- ------------------- -------------------
2004 $16,500 $1,000 $3,500 $0 $4,500
2005 $18,500 $1,000 $3,000 $0 $4,000
- ------------------------- ------------------------ --------------------- ------------------- ------------------- -------------------
* Aggregate non-audit fees charged by Tait, Weller for non-audit services
provided to the Investment Manager, which were paid for by Winmill & Co.
Incorporated, were $18,500 and $19,000 during the fiscal years ended December
31, 2004 and 2005, respectively.
AUDIT FEES include the aggregate fees billed for professional services rendered
by Tait, Weller for the audit of the Fund's annual financial statements and
services rendered in connection with statutory or regulatory filings.
AUDIT-RELATED FEES include the aggregate fees billed for assurance and related
services by Tait, Weller that are reasonably related to the performance of the
audit or review of the annual financial statements and review of the semi-annual
financial statements.
TAX FEES include the aggregate fees billed for professional services rendered by
Tait, Weller in connection with tax compliance, tax advice and tax planning.
ALL OTHER FEES include the aggregate non-audit fees not disclosed above that
were billed for projects and services provided by Tait, Weller.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
Pursuant to the Fund's Audit Committee Charter, the Audit Committee shall
consider for pre-approval any audit and 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 the engagement
relates directly to the Fund's operations or financial reporting. During the
fiscal years ended December 31, 2005 and 2004, there were no services included
in Audit Related Fees, Tax Fees, and All Other Fees that were approved by the
Audit Committee pursuant to the de minimis exception provided by paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulations S-X. 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 audit,
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.
The Audit Committee has considered the provision of non-audit services by
Tait, Weller to the Investment Manager that were not pre-approved by the Audit
Committee during the fiscal years ended December 31, 2005 and 2004 and has
determined such services to be compatible with maintaining Tait, Weller's
independence.
INFORMATION REGARDING THE FUND'S PROCESS FOR NOMINATING DIRECTOR CANDIDATES
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.
8
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.
STOCKHOLDER COMMUNICATIONS
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. Such
communications must be signed by the stockholder and identify the number of
shares held by the stockholder. All stockholder communications received in
accordance with this process will be forwarded to the Board of Directors or the
individual Director. Any stockholder proposal submitted pursuant to rule 14a-8
under the Securities Exchange Act of 1934 Act (the "1934 Act") must continue to
meet all the requirements of rule 14a-8.
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 solicitation of proxies by use of the mails, directors
and officers of the Fund may solicit proxies by telephone, electronic
communications or personal contact, for which they will not receive any
additional compensation. 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 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 instruction are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact N.S. Taylor toll free at 1-866-470-3300. Any
stockholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Fund a written notice of revocation or a subsequently executed
proxy or by attending the meeting and voting in person.
9
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 of the Fund no
earlier than April 12, 2007 nor later than May 12, 2007. 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 April 12, 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 1934 Act and rules thereunder require the Fund's
directors and officers, any persons who beneficially own more than 10% of the
Fund's common stock, and certain other persons 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.
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
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 equity 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
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 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;
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 exper" 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.
B-2
ANNUAL MEETING OF STOCKHOLDERS OF GLOBAL INCOME FUND, INC.
September 20, 2006
Please detach along perforated line and mail in the envelope provided.
Please sign, date and mail your proxy card in the envelope provided as soon as
possible.
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, Thomas B. Winmill, as a
Class IV Director, and until his successor is duly elected and qualifies.
NOMINEE:
[ ] FOR Thomas B. Winmill
[ ] WITHHOLD AUTHORITY
2. To approve amendments to the Fund's Charter.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
Your vote is important! Please sign and date the proxy/voting instructions card
below and return it promptly in the enclosed postage paid envelope or otherwise
to Global Income Fund, Inc. c/o American Stock Transfer & Trust Company, 59
Maiden Lane, New York, NY 10038 so that your shares can be represented at the
Meeting. IF NO INSTRUCTIONS ARE GIVEN ON A PROPOSAL, THE PROXIES WILL VOTE FOR
THE ELECTION OF THE NOMINEE AND FOR APPROVAL OF THE AMENDMENTS TO THE FUND'S
CHARTER.
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 BOARD OF DIRECTORS OF GLOBAL
INCOME FUND, INC. (THE "FUND") FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON SEPTEMBER 20, 2006 AND AT ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
THE UNDERSIGNED STOCKHOLDER OF THE FUND HEREBY APPOINTS THOMAS B. WINMILL AND
JOHN F. RAMIREZ AND EACH OF THEM, THE ATTORNEYS AND PROXIES OF THE UNDERSIGNED,
WITH FULL POWER OF SUBSTITUTION IN EACH OF THEM, TO ATTEND THE 2006 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 20, 2006, AT 8:00
A.M. AND AT ANY POSTPONEMENTS OR ADJOURNMENTS 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
AND "FOR" APPROVAL OF THE AMENDMENTS TO THE FUND'S CHARTER AS PROPOSED IN THE
PROXY STATEMENT AND 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)