PRE 14A: Preliminary proxy statement not related to a contested matter or merger/acquisition
Published on July 20, 2007
SCHEDULE 14A INFORMATION
PRELIMINARY 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.
--------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
GLOBAL INCOME FUND, INC.
------------------------------
Notice of Annual Meeting of Stockholders
------------------------------
To the Stockholders:
Notice is hereby given that the 2007 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 September 21, 2007 at 8:30
a.m., local time, for the following purposes:
1. To elect to the Board of Directors the Nominee, Bassett S. Winmill, as a
Class V Director, and until his successor is duly elected and qualifies.
2. To approve a revised investment management agreement between the Fund and
CEF Advisers, Inc. (the "Investment Manager").
3. To approve the amendment of the Fund's Charter.
4. 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 July 25, 2007 are
entitled to receive notice of and to vote at the meeting and any adjournments
thereof.
By Order of the Board of Directors
John F. Ramirez
Secretary
New York, New York
__________, 2007
===============================================================================
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 21, 2007
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 2007 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 Friday, September 21, 2007, at 8:30 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 July 25, 2007 (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 7,396,827 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, or a
Notice of Internet Availability of Proxy Materials, will be mailed to
stockholders as of the Record Date on or about __________, 2007. The Fund's
principal executive offices are located at 11 Hanover Square, New York, New York
10005. PHOTOGRAPHIC IDENTIFICATION WILL BE REQUIRED FOR ADMISSION TO THE
MEETING. 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.
By resolution of the Board of Directors, on July 15, 2003, the Fund
opted into the Maryland Control Share Acquisition Act ("MCSAA"). In an opinion
dated May 8, 2007, the Federal District Court for the District of Maryland (the
"Court") upheld another investment company's reliance on the MCSAA. Generally,
the MCSAA provides that holders of "control shares" of a Maryland corporation
acquired in a control share acquisition may not vote those shares except to the
extent approved by stockholders at a special meeting by a vote of two-thirds of
the votes entitled to be cast on the matter (excluding shares owned by the
acquiror and by officers or directors who are employees of the corporation).
"Control shares" are voting shares of stock which, if aggregated with all other
shares of stock owned by the acquiror or in respect of which the acquiror is
able to exercise or direct the exercise of voting power (except solely by virtue
of a revocable proxy), would entitle the acquiror to exercise voting power in
electing directors within certain statutorily-defined ranges (one-tenth but less
than one-third, one-third but less than a majority, and more than a majority of
the voting power). Accordingly, except as provided in the Court's May 8, 2007
opinion, the Fund will not deem any votes submitted by or on behalf of any
"person", as defined in the MCSAA, with respect to shares in excess of ten
percent of the outstanding shares, as being voted on any proposal properly
before the Meeting.
PROPOSAL 1: TO ELECT TO THE BOARD OF DIRECTORS THE NOMINEE, BASSETT S. WINMILL,
AS A CLASS V DIRECTOR, AND UNTIL HIS SUCCESSOR IS DULY ELECTED AND
QUALIFIES.
At the Board of Directors meeting held on June 13, 2007, the Fund's
Board approved the nomination of Bassett S. Winmill as a Class V Director to
hold office until the 2012 annual meeting and until his successor is duly
elected and qualifies. In the event Bassett S. 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 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: TO APPROVE A REVISED INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE
FUND AND THE INVESTMENT MANAGER.
At a meeting of the Board of Directors of the Fund held on March 14,
2007, the Directors of the Fund, including the Independent Directors, considered
and approved, subject to shareholder approval, a revised investment management
agreement between the Fund and the Investment Manager (the "Proposed
Agreement"). The provisions of the proposed revised investment management
agreement between the Fund and the Investment Manager ("Proposed Agreement") are
similar to the Fund's current agreement with the Investment Manager ("Current
Agreement") and the fee schedules under both agreements are identical. The
differences between the Current Agreement and the Proposed Agreement are
highlighted and set forth in Appendix A hereto. If shareholder approval is
obtained for the Proposed Agreement, the Current Agreement will remain in effect
until the Meeting and the effectiveness of the Proposed Agreement will occur
upon adjournment of the Meeting. If the Proposed Agreement is not approved by
shareholders of the Fund, the Current Agreement will continue to be in effect.
The Current Agreement, dated September 14, 2005, was most recently approved by
the Board of Directors of the Fund, including a majority of the Fund's
Independent Directors, on March 14, 2007. The Current Agreement was last
approved by stockholders of the Fund on January 22, 1997.
The Investment Manager, located at 11 Hanover Square, New York, New
York 10005, was organized as a Delaware corporation in 1986 and is registered
with the SEC as an investment adviser under the Advisers Act. It is a
wholly-owned subsidiary of WCI, a Delaware corporation whose securities are
traded over-the-counter, and has provided investment advisory services to the
Fund since 2002. Messrs. Bassett S. Winmill and Thomas B. Winmill, each a
Director of the Fund, serve as the directors of the Investment Manager. Bassett
S. Winmill, may also 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. The individuals listed below are the principal executive
officers of the Investment Manager. The address for each individual is 11
Hanover Square, New York, NY 10005.
2
During the fiscal year ended December 31, 2006, the Fund paid the
Investment Manager investment management fees of $225,289. During the fiscal
year ended December 31, 2006, the Fund reimbursed the Investment Manager $5,326
for providing at cost certain administrative services.
THE PROPOSED AGREEMENT
Under the Proposed Agreement, the Investment Manager will act as the
investment adviser for the Fund and will manage the investment and reinvestment
of the Fund's assets, including the regular furnishing of advice with respect to
the Fund's portfolio transactions, subject at all times to the control and
oversight of the Fund's Board of Directors. Expenses not assumed by the
Investment Manager and required for the conduct of the Fund's own business will
be paid by the Fund, including, but not limited to, fees and commissions in
connection with the purchase and sale of portfolio securities for the Fund;
costs, including the interest expense, of borrowing money; fees and premiums for
the fidelity bond required by Section 17(g) of the Investment Company Act, or
other insurance; taxes levied against the Fund and the expenses of preparing tax
returns and reports; auditing fees and expenses; legal fees and expenses
(including reasonable fees for legal services rendered by the Investment Manager
or its affiliates); salaries and other compensation of (1) any of the Fund's
officers and employees who are not officers, directors, stockholders or
employees of the Investment Manager or any of its affiliates, and (2) the Fund's
chief compliance officer to the extent determined by those directors of the Fund
who are not interested persons of the Investment Manager or its affiliates (the
"Independent Directors"); fees and expenses incidental to director and
shareholder meetings of the Fund, the preparation and mailings of proxy
material, prospectuses, and reports of the Fund to its shareholders, the filing
of reports with regulatory bodies, and the maintenance of the Fund's legal
existence; costs of the listing (and maintenance of such listing) of the Fund's
shares on stock exchanges, and the registration of shares with Federal and state
securities authorities; payment of dividends; costs of stock certificates; fees
and expenses of the Independent Directors; fees and expenses for accounting,
administration, bookkeeping, broker/dealer record keeping, clerical, compliance,
custody, dividend disbursing, fulfillment of requests for Fund information,
proxy soliciting, securities pricing, registrar, and transfer agent services
(including fees and expenses payable to the Investment Manager or its affiliates
for such services); costs of necessary office space rental and Fund web site
development and maintenance; costs of membership dues and charges of investment
company industry trade associations; and such non-recurring expenses as may
arise, including, without limitation, actions, suits or proceedings affecting
the Fund and the legal obligation which the Fund may have to indemnify its
officers and directors or settlements made.
Under the Proposed Agreement, the Fund will pay to the Investment
Manager a fee at the annual rate of 7/10 of 1% of the first $50 million, 5/8 of
1% over $50 million to $150 million, and 1/2 of 1% over $150 million of the
Fund's average daily net assets. The Current Agreement provides for the same fee
structure.
The Proposed Agreement also provides that if requested by the Fund's
Board of Directors, the Investment Manager may provide other services to the
Fund such as, without limitation, accounting, administration, bookkeeping,
broker/dealer record keeping, clerical, compliance, custody, dividend
disbursing, fulfillment of requests for Fund information, proxy soliciting,
securities pricing, registrar, and transfer agent services . Any services so
requested and performed will be for the account of the Fund and the costs and
charges of the Investment Manager and its affiliates in rendering such services
shall be paid by the Fund, subject to examination by the Independent Directors.
The Current Agreement contains a similar provision.
3
The Proposed Agreement provides that in the absence of willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
reckless disregard of its obligations and duties thereunder, the Investment
Manager will not be liable to the Fund or any shareholder of the Fund for any
error of judgment or mistake of law or for any loss suffered in connection with
the matters to which the Proposed Agreement relates. The Current Agreement
contains a similar provision.
The Proposed Agreement may be terminated without penalty at any time
either by vote of the Board of Directors of the Fund or by a vote of the holders
of a majority of the outstanding voting securities of the Fund on 60 days'
written notice to the Investment Manager, or by the Investment Manager on 60
days' written notice to the Fund. The Proposed Agreement shall immediately
terminate in the event of its assignment. The Current Agreement contains similar
provisions.
Under the Proposed Agreement, the Investment Manager shall direct
portfolio transactions to broker/dealers for execution on terms and at rates
which it believes, in good faith, to be reasonable in view of the overall nature
and quality of services provided by a particular broker/dealer, including
brokerage and research services. The Investment Manager may also allocate
portfolio transactions to broker/dealers that remit a portion of their
commissions as a credit against Fund expenses. With respect to brokerage and
research services, the Investment Manager may consider in the selection of
broker/dealers brokerage or research provided and payment may be made of a fee
higher than that charged by another broker/dealer which does not furnish
brokerage or research services or which furnishes brokerage or research services
deemed to be of lesser value, so long as the criteria of Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or other
applicable laws are met. Although the Investment Manager may direct portfolio
transactions without necessarily obtaining the lowest price at which such
broker/dealer, or another, may be willing to do business, the Investment Manager
shall seek the best value for the Fund on each trade that circumstances in the
market place permit, including the value inherent in on-going relationships with
quality brokers. To the extent any such brokerage or research services may be
deemed to be additional compensation to the Investment Manager from the Fund, it
is authorized by the Proposed Agreement. The Investment Manager may place
brokerage for the Fund through an affiliate of the Investment Manager, provided
that such brokerage be undertaken in compliance with applicable law. The
Investment Manager's fees under this Agreement shall not be reduced by reason of
any commissions, fees or other remuneration received by such affiliate from the
Fund. The Current Agreement contains similar provisions.
DIFFERENCES BETWEEN THE CURRENT AND PROPOSED AGREEMENTS
The Proposed Agreement differs from the Current Agreement in that it
more clearly specifies the allocation of expenses between the Fund and the
Investment Manager. Further, under the Proposed Agreement, the Fund may request
certain services to be provided by the Investment Manager or its affiliates. The
Current Agreement does not contain a similar provision. The Proposed Agreement
contains a confidentiality clause and provides for reimbursement of expenses,
including the fees and expenses of the Investment Manager's legal counsel, by
the Fund in connection with disclosure of confidential information, expressly
required or lawfully requested by applicable Federal or state regulatory
authorities or otherwise. The Current Agreement does not contain a similar
provision. The Proposed Agreement states that the Investment Manager shall not
be liable for delays or errors occurring by reason of circumstances beyond its
control. The Current Agreement does not contain a similar provision. Under the
Current Agreement, the Investment Manager shall waive all or part of its fee or
reimburse the Fund monthly if and to the extent the aggregate operating expenses
of the Fund exceed the most restrictive limit imposed by any state in which
shares of the Fund are qualified for sale. The Proposed Agreement does not
contain a similar provision. Lastly, the Proposed Agreement is governed by the
laws of the State of Maryland whereas the Current Agreement is governed by the
laws of the State of New York.
Other than the differences discussed above, the rights and obligations
of the Fund under the Proposed Agreement are substantially identical to those
under the Current Agreement. Please see Appendix A for more detail.
FACTORS CONSIDERED BY BOARD OF DIRECTORS OF THE FUND IN APPROVING THE PROPOSED
AGREEMENT
At a meeting of the entire Board of the Fund, including the Independent
Directors, held on March 14, 2007, the Directors considered the Proposed
Agreement and the implications for the Fund and its shareholders. All of the
Independent Directors participated in the meeting in person, except Bruce B.
Huber who participated by telephone. In the course of their review of the
Proposed Agreement, the Independent Directors met with the principal executive
officers of the Investment Manager.
In considering approval of the Proposed Agreement, the Board of
Directors considered information that had been provided throughout the year at
regular Board meetings, as well as information furnished to the Board for the
meeting held in March 2007 to specifically consider the Proposed Agreement. Such
information included, among other things, the following: information comparing
the management fee of the Fund with those of comparable funds; information
regarding Fund investment performance in comparison to a relevant peer group of
funds; the economic outlook and the general investment outlook in relevant
investment markets; the Investment Manager's results and financial condition and
the overall organization of the Investment Manager; the allocation of brokerage
and the benefits received by the Investment Manager as a result of brokerage
allocation; the Investment Manager's management of relationships with the
custodian, transfer agents, and fund accountants; the resources devoted to the
Investment Manager's compliance efforts undertaken on behalf of the funds it
manages and the record of compliance with the investment policies and
restrictions and with policies on personal securities transactions; the quality,
nature, cost and character of the administrative and other non-investment
management services provided by the Investment Manager and its affiliates; and
the terms of the Proposed Agreement and the reasonableness and appropriateness
of the particular fee paid by the Fund for the services described therein. The
Board reviewed the fees payable under the Current and Proposed Agreements and
noted that the fees payable under both Agreements are the same.
4
The Board of Directors also considered the nature, extent and quality
of the management services provided by the Investment Manager. In so doing, the
Board considered the Investment Manager's management capabilities with respect
to the types of investments held by the Fund, including information relating to
the education, experience and number of investment professionals and other
personnel who provide services under the Proposed Agreement. The Board also took
into account the time and attention to be devoted by management to the Fund. The
Board evaluated the level of skill required to manage the Fund and concluded
that the human resources available at the Investment Manager were appropriate to
fulfill effectively its duties on behalf of the Fund. The Directors also noted
that the Investment Manager has managed the Fund since 1997 and the Directors
believe that a long term relationship with a capable, conscientious Investment
Manager is in the best interests of the Fund.
The Board received information concerning the investment philosophy and
investment process applied by the Investment Manager in managing the Fund. In
this regard, the Board considered the Investment Manager's in-house research
capabilities as well as other resources available to the Investment Manager
personnel, including research services that may be available to the Investment
Manager as a result of securities transactions effected for the Fund. The Board
concluded that the Investment Manager's investment process, research
capabilities and philosophy were well suited to the Fund, given the Fund's
investment objective and policies.
In its review of comparative information with respect to Fund
investment performance, the Board received comparative information, comparing
the Fund's performance to that of similar peer groups. After reviewing this
information, the Board concluded that the Fund has performed within a range that
the Board deemed competitive. With respect to its review of the investment
management fee, the Board considered information comparing the Fund's management
fee and expense ratio to those of comparable funds with similar management fee
characteristics. The Board noted that economies of scale may develop for the
Fund as its assets increase and fund level expenses decline as a percentage of
assets, but that fund level economies of scale may not necessarily result in
Investment Manager level economies of scale. This information assisted the Board
in concluding that the fee paid by the Fund is within the range of those paid by
comparable funds within the closed end fund industry.
In reviewing the information regarding the expense ratio of the Fund,
the Board concluded that although the Fund's expense ratio is within a higher
range, it is competitive with comparable funds in light of the quality of
services received.
In addition to the factors mentioned above, the Board reviewed the
level of the Investment Manager's profits in providing investment management and
related services for the Fund. The Board considered the fiduciary duty assumed
by the Investment Manager in connection with the services rendered to the Fund
and the business reputation of the Investment Manager and its financial
resources. The Board also considered information regarding the character and
amount of other incidental benefits received by the Investment Manager and its
affiliates from their association with the Fund. The Board concluded that
potential "fall-out" benefits that the Investment Manager and its affiliates may
receive, such as greater name recognition, affiliated brokerage commissions or
increased ability to obtain research services, appear to be reasonable, and may,
in some cases, benefit the Fund. The Board concluded that in light of the
services rendered, the profits realized by the Investment Manager are not
unreasonable.
The Board did not consider any single factor as controlling in
determining whether or not to approve the Proposed Agreement. Nor are the items
described herein all the matters considered by the Board. In assessing the
information provided by the Investment Manager and its affiliates, the Board
also took into consideration the benefits to shareholders of investing in a fund
that is part of an investment company complex.
Based on its consideration of the foregoing factors and conclusions,
and such other factors and conclusions as it deemed relevant, and assisted by
counsel, the Board concluded that the approval of the Proposed Agreement,
including the fee structure, is in the best interests of shareholders.
VOTE REQUIRED
Pursuant to the Section 15(a) of the 1940 Act, "[i]t shall be unlawful
for any person to serve or act as investment adviser of a [Fund], except
pursuant to a written contract, which contract, whether with such [Fund] or with
an investment adviser of such [Fund], has been approved by the vote of a
majority of the outstanding voting securities of such [Fund]." The vote of a
majority of the outstanding voting securities of a [Fund] means the vote, at the
annual or a special meeting of the security holders of such [Fund] duly called:
(A) of 67 per centum or more of the voting securities present at such meeting,
if the holders of more than 50 per centum of the outstanding voting securities
of such [Fund] are present or represented by proxy; or (B) of more than 50 per
centum of the outstanding voting securities of such [Fund], whichever is the
less.
5
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE PROPOSAL TO
APPROVE THE REVISED INVESTMENT MANAGEMENT AGREEMENT.
PROPOSAL 3: TO APPROVE THE AMENDMENT OF THE FUND'S CHARTER.
At the Board of Directors meeting held on June 13, 2007, the Fund's
Board approved and advised the amendment of the Fund's Charter, subject to
stockholder approval, as follows: Article X, Section 1(a) of the Fund's Charter
be amended to include a definition of quorum. Pursuant to the amendment, "the
presence in person or by proxy of the holders of shares entitled to cast
one-third of the votes entitled to be cast, without regard to class or series,
shall constitute a quorum at any meeting of the stockholders, except with
respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes or
series of capital stock, in which case the presence in person or by proxy of the
holders of shares entitled to cast one-third of the votes entitled to be cast by
each class or series entitled to vote as a separate class or series on the
matter shall constitute a quorum." Currently, in accordance with Maryland law,
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.
Amended Article X, Section 1(a) as advised by the Board of Directors,
is set forth in Appendix B hereto.
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.
(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 V, Class
I, Class II, Class III, and Class IV Directors shall expire at the annual
meetings of stockholders held in 2007, 2008, 2009, 2010, and 2011,
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.
(2) He is an "interested person" of the Fund as defined in the 1940 Act due to
his affiliation with the Investment Manager. Bassett S. Winmill, Chairman
of the Board of the Fund, is the father of Thomas B. Winmill, the
President, Chief Executive Officer, and General Counsel of the Fund.
The 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.
(1) Officers hold their positions with the Fund until a successor has been duly
elected and qualifies. Officers are generally elected annually at the
December meeting of the Board of Directors. The officers were last elected
on December 13, 2006.
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.
7
* 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:
Currently, the Fund pays its Directors who are not "interested persons"
of the Fund as defined in the 1940 Act, an annual retainer of $250, 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, 2006, is as follows:
8
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, 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 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.
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, no special Board meetings,
two audit committee meetings, no special committee meetings, one nominating
committee meeting, and two executive committee meetings during the Fund's most
recently completed fiscal year ended December 31, 2006. Each Director attended
all Board and committee meetings held during such period during the time such
Director was in office. The Fund currently has no policies regarding Director
attendance at stockholder meetings. The 2006 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.
9
The Audit Committee has reviewed the Fund's audited financial
statements for the fiscal year ended December 31, 2006. 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, Bexil Corporation,
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, 2006.
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, 2007. 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.
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, 2005 and 2006:
* Aggregate non-audit fees were for audit and tax services provided by Tait,
Weller to WCI, corporate parent of the Investment Manager, and its affiliates,
including Bexil Corporation, and Tuxis Corporaiton.
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.
10
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 2006, 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 2006 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.
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").
11
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. 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 the Fund's transfer agent at 1-800-937-5449. Any
stockholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Fund a written notice of revocation or a subsequently executed
proxy or by attending the meeting and voting in person.
DISCRETIONARY AUTHORITY; SUBMISSION DEADLINES FOR STOCKHOLDER PROPOSALS
Although no business may come before the Meeting other than that
specified in the Notice of Annual Meeting of Stockholders, shares represented by
executed and unrevoked proxies will confer discretionary authority to vote on
matters which the Fund did not have notice of a reasonable time prior to mailing
this Proxy Statement to stockholders. The Fund's Bylaws provide that a
stockholder of record may nominate a candidate for election as a director at an
annual meeting of stockholders or propose business for consideration at such
meeting, provided generally that written notice be delivered to the Secretary of
the Fund, at the principal executive offices, not less than 90 days nor more
than 120 days prior to the first anniversary of the mailing of the notice for
the preceding year's annual meeting. Accordingly, pursuant to such Bylaws and
Rule 14a-5(e)(2) of the 1934 Act, a record stockholder nomination or proposal
intended to be considered at the 2008 Annual Meeting must be received by the
Secretary of the Fund no earlier than __________, 2008 nor later than
___________, 2008. 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
____________, 2008 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 2006, 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.
12
[ ] - Indicates deleted text.
CAPS - Indicates inserted text.
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of [the 14th day of September]_________________,
200[5]7, by and between Global Income Fund, Inc. a Maryland corporation (the
"Fund") and CEF Advisers, Inc., a Delaware corporation (the "Investment
Manager").
WHEREAS the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end management investment
company; and
WHEREAS, the Fund desires to retain the Investment Manager to furnish
certain investment advisory and portfolio management services to the Fund, and
the Investment Manager desires to furnish such services;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is hereby agreed between the parties hereto as
follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of its assets, including the regular furnishing of
advice with respect to the Fund's portfolio transactions subject at all times to
the control and oversight of the Fund's Board of Directors, for the period and
on the terms set forth in this Agreement. The Investment Manager hereby accepts
such employment and agrees during such period to render the services and to
assume the obligations herein set forth, for the compensation herein provided.
The Investment Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way, or
otherwise be deemed an agent of the Fund.
2. The Fund assumes and shall pay all the expenses required for the
conduct of its business including, but not limited to, [salaries of
administrative and clerical personnel, brokerage commissions, taxes, insurance,
fees of the transfer agent, custodian, legal counsel and auditors, association
fees, costs of filing, printing and mailing proxies, reports and notices to
shareholders, preparing, filing and printing the prospectus and statement of
additional information, payment of dividends, costs of stock certificates, costs
of shareholders meetings, fees of the independent directors, necessary office
space rental, all expenses relating to the registration or qualification of
shares of the Fund under applicable Blue Sky laws and reasonable fees and
expenses of counsel]:
A. FEES OF THE INVESTMENT MANAGER;
B. FEES AND COMMISSIONS in connection with [such registration and qualification
and such non-recurring expenses as may arise, including, without limitation,
actions, suits or proceedings affecting] THE PURCHASE AND SALE OF PORTFOLIO
SECURITIES FOR THE FUND;
C. COSTS, INCLUDING THE INTEREST EXPENSE, OF BORROWING MONEY;
D. FEES AND PREMIUMS FOR THE FIDELITY BOND REQUIRED BY SECTION 17(G) OF THE
INVESTMENT COMPANY ACT, OR OTHER INSURANCE;
E. TAXES LEVIED AGAINST the Fund and the [legal obligation which the Fund may
have to indemnify its officers and directors with respect thereto.]
[3. If requested by the Fund's Board of Directors,] EXPENSES OF PREPARING
TAX RETURNS AND REPORTS;
F. AUDITING FEES AND EXPENSES;
G. LEGAL FEES AND EXPENSES (INCLUDING REASONABLE FEES FOR LEGAL SERVICES
RENDERED BY the Investment Manager [may provide other services to the Fund such
as, without limitation, the functions of billing, accounting, certain
shareholder communications and services, administering state and Federal
registrations, filings and controls and other administrative services. Any
services so requested and performed will be for the account of the Fund and the
costs]OR ITS AFFILIATES);
H. SALARIES AND OTHER COMPENSATION OF (1) ANY OF THE FUND'S OFFICERS AND
EMPLOYEES WHO ARE NOT OFFICERS, DIRECTORS, STOCKHOLDERS OR EMPLOYEES of the
Investment Manager [in rendering such services shall be
reimbursed by the Fund, subject to examination] OR ANY OF ITS AFFILIATES, AND
(2) THE FUND'S CHIEF COMPLIANCE OFFICER TO THE EXTENT DETERMINED by those
directors of the Fund who are not interested persons of the Investment Manager
[or any affiliate thereof.] ITS AFFILIATES (THE "INDEPENDENT DIRECTORS");
I. FEES AND EXPENSES INCIDENTAL TO DIRECTOR AND SHAREHOLDER MEETINGS OF THE
FUND, THE PREPARATION AND MAILINGS OF PROXY MATERIAL, PROSPECTUSES, AND REPORTS
OF THE FUND TO ITS SHAREHOLDERS, THE FILING OF REPORTS WITH REGULATORY BODIES,
AND THE MAINTENANCE OF THE FUND'S LEGAL EXISTENCE;
J. COSTS OF THE LISTING (AND MAINTENANCE OF SUCH LISTING) OF THE FUND'S
SHARES ON STOCK EXCHANGES, AND THE REGISTRATION OF SHARES WITH FEDERAL AND STATE
SECURITIES AUTHORITIES;
K. PAYMENT OF DIVIDENDS;
L. COSTS OF STOCK CERTIFICATES;
A-1
M. FEES AND EXPENSES OF THE INDEPENDENT DIRECTORS;
N. FEES AND EXPENSES FOR ACCOUNTING, ADMINISTRATION, BOOKKEEPING,
BROKER/DEALER RECORD KEEPING, CLERICAL, COMPLIANCE, CUSTODY,
DIVIDEND DISBURSING, FULFILLMENT OF REQUESTS FOR FUND INFORMATION, PROXY
SOLICITING, SECURITIES PRICING, REGISTRAR, AND TRANSFER AGENT SERVICES
(INCLUDING FEES AND EXPENSES PAYABLE TO THE INVESTMENT MANAGER OR ITS AFFILIATES
FOR SUCH SERVICES);
O. COSTS OF NECESSARY OFFICE SPACE RENTAL AND FUND WEB SITE DEVELOPMENT AND
MAINTENANCE;
P. COSTS OF MEMBERSHIP DUES AND CHARGES OF INVESTMENT COMPANY INDUSTRY TRADE
ASSOCIATIONS; AND
Q. SUCH NON-RECURRING EXPENSES AS MAY ARISE, INCLUDING, WITHOUT LIMITATION,
ACTIONS, SUITS OR PROCEEDINGS AFFECTING THE FUND AND THE LEGAL OBLIGATION
WHICH THE FUND MAY HAVE TO INDEMNIFY ITS OFFICERS AND DIRECTORS OR
SETTLEMENTS MADE.
3. IF REQUESTED BY THE FUND'S BOARD OF DIRECTORS, THE INVESTMENT
MANAGER OR ITS AFFILIATES MAY PROVIDE SERVICES TO THE FUND SUCH AS, WITHOUT
LIMITATION, ACCOUNTING, ADMINISTRATION, BOOKKEEPING, BROKER/DEALER RECORD
KEEPING, CLERICAL, COMPLIANCE, CUSTODY, DIVIDEND DISBURSING, FULFILLMENT OF
REQUESTS FOR FUND INFORMATION, PROXY SOLICITING, SECURITIES PRICING, REGISTRAR,
AND TRANSFER AGENT SERVICES . ANY SERVICES SO REQUESTED AND PERFORMED WILL BE
FOR THE ACCOUNT OF THE FUND AND THE COSTS AND CHARGES OF THE INVESTMENT MANAGER
AND ITS AFFILIATES IN RENDERING SUCH SERVICES SHALL BE PAID BY THE FUND, SUBJECT
TO EXAMINATION BY THE INDEPENDENT DIRECTORS.
4. The services of the Investment Manager are not to be deemed
exclusive, and the Investment Manager shall be free to render similar services
to others in addition to the Fund so long as its services hereunder are not
impaired thereby.
5. The Investment Manager shall create and maintain all necessary books
and records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to time,
pertaining to the investment management services performed by it hereunder and
not otherwise created and maintained by another party pursuant to a written
contract with the Fund. Where applicable, such records shall be maintained by
the Investment Manager for the periods and in the places required by Rule 3la-2
under the 1940 Act. The books and records pertaining to the Fund which are in
the possession of the Investment Manager shall be the property of the Fund. The
Fund, or the Fund's authorized representatives, shall have access to such books
and records at all times during the Investment Manager's normal business hours.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Investment Manager to the Fund or the Fund's authorized
representatives.
[6. As compensation for its services, with respect to the Fund] THE
INVESTMENT MANAGER SHALL KEEP CONFIDENTIAL ANY INFORMATION OBTAINED IN
CONNECTION WITH ITS DUTIES HEREUNDER PROVIDED, HOWEVER, IF THE FUND HAS
AUTHORIZED AND DIRECTED CERTAIN DISCLOSURE OR IF SUCH DISCLOSURE IS EXPRESSLY
REQUIRED OR LAWFULLY REQUESTED BY APPLICABLE FEDERAL OR STATE REGULATORY
AUTHORITIES OR OTHERWISE, THE FUND SHALL REIMBURSE the Investment Manager [will
be paid by the Fund a fee payable monthly, based on the average weekly net
assets of the Fund, and computed] FOR ITS EXPENSES IN CONNECTION THEREWITH,
INCLUDING THE FEES AND EXPENSES OF THE INVESTMENT MANAGER'S LEGAL COUNSEL.
6. THE FUND WILL PAY THE INVESTMENT MANAGER A FEE FOR ITS SERVICES (THE
"ADVISORY FEE") at the annual rate of 7/10 of 1% of the first $50 million, 5/8
of 1% over $50 million to $150 million, and 1/2 of 1% over $150 million OF THE
FUND'S AVERAGE DAILY NET ASSETS. THE ADVISORY FEE SHALL BE ACCRUED EACH CALENDAR
DAY DURING THE TERM OF THIS AGREEMENT AND THE SUM OF THE DAILY FEE ACCRUALS
SHALL BE PAID MONTHLY AS SOON AS PRACTICABLE FOLLOWING THE LAST DAY OF EACH
MONTH. THE DAILY FEE ACCRUALS WILL BE COMPUTED BY MULTIPLYING 1/365 BY THE
ANNUAL RATE AND MULTIPLYING THE PRODUCT BY THE AGGREGATE NET ASSETS OF THE FUND.
The aggregate net assets for each day shall be computed by subtracting the
liabilities of the Fund from the value of its assets, such amount to be computed
as of the calculation of the net asset values per share on each business day. IF
THIS AGREEMENT BECOMES EFFECTIVE OR TERMINATES BEFORE THE END OF ANY MONTH, THE
FEE FOR THE PERIOD FROM THE EFFECTIVE DATE TO THE END OF THE MONTH OR FROM THE
BEGINNING OF SUCH MONTH TO THE DATE OF TERMINATION, AS THE CASE MAY BE, SHALL BE
PRO-RATED ACCORDING TO THE PROPORTION WHICH SUCH PERIOD BEARS TO THE FULL MONTH
IN WHICH SUCH EFFECTIVENESS OR TERMINATION OCCURS.
7. The Investment Manager shall direct portfolio transactions to
broker/dealers for execution on terms and at rates which it believes, in good
faith, to be reasonable in view of the overall nature and quality of services
provided by a particular broker/dealer, including brokerage and research
services and sales of shares of the Fund [and shares of the other funds in the
Midas fund complex]. The Investment Manager may also allocate portfolio
transactions to broker/dealers that remit a portion of their commissions as a
credit against Fund expenses. With respect to brokerage and research services,
the Investment Manager may consider in the selection of broker/dealers brokerage
or research provided and payment may be made of a fee higher than that charged
by another broker/dealer which does not furnish brokerage or research services
or which furnishes brokerage or research services deemed to be of lesser value,
so long as the criteria of Section 28(e) of the Securities Exchange Act of 1934,
as amended, or other applicable laws are met. Although the Investment Manager
may direct portfolio transactions without necessarily obtaining the lowest price
at which such broker/dealer, or another, may be willing to do business, the
Investment Manager shall seek the best value for the Fund on each trade that
circumstances in the market place permit, including the value inherent in
on-going relationships with quality brokers. To the extent any such brokerage or
research services may be deemed to be additional compensation to the Investment
Manager from the Fund, it is authorized by this Agreement. The Investment
Manager may place brokerage for the Fund through an affiliate of the Investment
Manager, provided that: [the Fund not deal with such affiliate in any
transaction in which such affiliate acts as principal; the commissions, fees or
other remuneration received by such affiliate be reasonable and fair compared to
the commissions, fees or other remuneration paid to other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time; and] such
brokerage be undertaken in compliance with applicable law. The Investment
Manager's fees under this Agreement shall not be reduced by reason of any
commissions, fees or other remuneration received by such affiliate from the
Fund.
A-2
8. [The Investment Manager shall waive all or part of its fee or
reimburse the Fund monthly if and to the extent the aggregate operating expenses
of the Fund exceed the most restrictive limit imposed by any state in which
shares of the Fund are qualified for sale. In calculating the limit of operating
expenses, all expenses excludable under state regulation or otherwise shall be
excluded. If this Agreement is in effect for less than all of a fiscal year, any
such limit will be applied proportionately.]
[9]. Subject to and in accordance with the Articles of Incorporation,
AS AMENDED (THE "CHARTER") and By-laws of the Fund and of the Investment
Manager, it is understood that directors, officers, agents and shareholders of
the Fund are or may be interested in the Fund as directors, officers,
shareholders and otherwise, that the Investment Manager is or may be interested
in the Fund as a shareholder or otherwise and that the effect and nature of any
such interests shall be governed by law and by the provisions, if any, of said
[Articles of Incorporation] CHARTER or By-laws.
[10]9. [A.] This Agreement shall become effective upon the date
hereinabove written and, unless sooner terminated as provided herein, this
Agreement shall continue in effect for one year from the above written date.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive periods of twelve months each, provided that such continuance is
specifically approved at least annually (a) by a vote of a majority of the
Directors of the Fund or by vote of the holders of a majority of the Fund's
outstanding voting securities of the Fund as defined in the 1940 Act and (b) by
a vote of a majority of the Directors of the Fund who are not parties to this
Agreement, or interested persons of such party. This Agreement may be terminated
without penalty at any time either by vote of the Board of Directors of the Fund
or by a vote of the holders of a majority of the outstanding voting securities
of the Fund on 60 days' written notice to the Investment Manager, or by the
Investment Manager on 60 days' written notice to the Fund. This Agreement shall
immediately terminate in the event of its assignment.
[1]10. The Investment Manager shall not be liable to the Fund or any
shareholder of the Fund for any error of judgment or mistake of law or for any
loss suffered by the Fund or the Fund's shareholders in connection with the
matters to which this Agreement relates, but nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
the Fund's shareholders by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of obligations and duties under this Agreement.
11. THE INVESTMENT MANAGER SHALL NOT BE LIABLE FOR DELAYS OR ERRORS
OCCURRING BY REASON OF CIRCUMSTANCES BEYOND ITS CONTROL, INCLUDING BUT NOT
LIMITED TO ACTS OF CIVIL OR MILITARY AUTHORITY, NATIONAL EMERGENCIES, WORK
STOPPAGES, FIRE, FLOOD, CATASTROPHE, ACTS OF GOD, INSURRECTION, WAR, RIOT, OR
FAILURE OF COMMUNICATION OR POWER SUPPLY. IN THE EVENT OF EQUIPMENT BREAKDOWNS
BEYOND ITS CONTROL, THE INVESTMENT MANAGER SHALL TAKE REASONABLE STEPS TO
MINIMIZE SERVICE INTERRUPTIONS BUT SHALL HAVE NO LIABILITY WITH RESPECT THERETO.
12. As used in this Agreement, the terms "interested person,"
"assignment," and "majority of the outstanding voting securities" shall have the
meanings provided therefor in the 1940 Act, and the rules and regulations
thereunder.
13. [This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement, with respect to the subject
hereof whether oral or written. If any provision of this Agreement shall be held
or made invalid by a court or regulatory agency, decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.]
[14.] This Agreement shall be construed in accordance with and governed
by the laws of the State of [New York]MARYLAND, provided, however, that nothing
herein shall be construed in a manner inconsistent with the 1940 Act or any rule
or regulation promulgated thereunder.
A-3
14. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO AND SUPERSEDES ANY PRIOR AGREEMENT, WITH RESPECT TO THE SUBJECT HEREOF
WHETHER ORAL OR WRITTEN. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD OR
MADE INVALID BY A COURT OR REGULATORY AGENCY, DECISION, STATUTE, RULE OR
OTHERWISE, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY. THIS
AGREEMENT MAY BE AMENDED AT ANY TIME, BUT ONLY BY WRITTEN AGREEMENT BETWEEN THE
INVESTMENT MANAGER AND THE FUND, WHICH AMENDMENT HAS BEEN AUTHORIZED BY THE
BOARD, INCLUDING THE VOTE OF A MAJORITY OF THE INDEPENDENT DIRECTORS AND, WHERE
REQUIRED BY THE 1940 ACT, THE SHAREHOLDERS OF THE FUND.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
ATTEST: GLOBAL INCOME FUND, INC.
__________________________________ By: ____________________________________
ATTEST: CEF ADVISERS, INC.
__________________________________ By: ____________________________________
A-4
APPENDIX B
Article X, Sections 1(a), if amended as advised by the Board of
Directors, will appear as follows:
ARTICLE X CERTAIN VOTES OF STOCKHOLDERS
(1)(a) The presence in person or by proxy of the holders of shares entitled to
cast one-third of the votes entitled to be cast, without regard to
class or series, shall constitute a quorum at any meeting of the
stockholders, except with respect to any matter which, under applicable
statutes or regulatory requirements, requires approval by a separate
vote of one or more classes or series of capital stock, in which case
the presence in person or by proxy of the holders of shares entitled to
cast one-third of the votes entitled to be cast by each class or series
entitled to vote as a separate class or series on the matter shall
constitute a quorum. If, at any meeting of the stockholders, there
shall be less than a quorum present, the stockholders present at such
meeting may, without further notice, adjourn the same from time to time
until a quorum shall be present. Except as otherwise provided in these
Articles of Incorporation and notwithstanding any other provision of
the Maryland General Corporation Law to the contrary, any action
submitted to a vote by stockholders requires the affirmative vote of at
least eighty percent (80%) of the outstanding shares of all classes of
voting stock, voting together, in person or by proxy at a meeting at
which a quorum is present, unless such action is previously approved by
the vote of a majority of the Continuing Directors, in which case such
action requires (A) if applicable, the proportion of votes required by
the 1940 Act, or (B) the lesser of (1) a majority of all the votes
entitled to be cast on the matter with the shares of all classes of
voting stock voting together, or (2) if such action may be taken or
authorized by a lesser proportion of votes under applicable law, such
lesser proportion.
B-1
ANNUAL MEETING OF STOCKHOLDERS OF GLOBAL INCOME FUND, INC.
September 21, 2007
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, Bassett S. Winmill, as a
Class V Director, and until his successor is duly elected and qualifies.
NOMINEE:
[ ] FOR the Nominee Bassett S. Winmill
[ ] WITHHOLD AUTHORITY
for the Nominee
2. To approve a revised investment management agreement between the Fund and
CEF Advisers, Inc. (the "Investment Manager").
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. To approve the amendment of the Fund's Charter.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
(Instructions: To withhold authority to vote for
the nominee, write the nominee's
name in the space provided below.)
-----------------------------------
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 proposal, in accordance with the Fund Board's recommendations.
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
This proxy is solicited by and on behalf of Global Income Fund, Inc.'s Board of
Directors for the Annual Meeting of Stockholders on September 21, 2007, and at
any postponement or adjournment thereof.
The undersigned stockholder of Global Income Fund, Inc. (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 2007 Annual Meeting of Stockholders to be held at the offices of
the Fund at 11 Hanover Square, 12th Floor, New York, New York, on Friday,
September 21, 2007, at 8:30 a.m., and at any postponement or adjournment thereof
("Meeting") to cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the Meeting and otherwise to represent the undersigned at
the Meeting with all of the powers possessed by the undersigned if personally
present at the Meeting. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and the accompanying Proxy Statement and revokes any
proxy heretofore given for the Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this Proxy is executed but no instruction is given,
the votes entitled to be cast by the undersigned will be cast "for" the
proposals in the Proxy Statement and in any event in the discretion of the Proxy
holder on any other matter that may properly come before the Meeting.
(Continued and to be signed on the reverse side)