GLOBAL INCOME FUND 11 Hanover Square, New York, NY 10005 American Stock Exchange
Symbol:GIF
Semi-Annual Report
December 31, 1998
February 10, 1999
Fellow Shareholders:
It is a pleasure to submit this report for the six months ended
December 31, 1998 for Global Income Fund. The primary investment objective of
the Fund is to provide for its shareholders a high level of income and,
secondarily, capital appreciation. The Fund pursues its investment objectives by
investing primarily in a global portfolio of investment grade fixed income
securities. At December 31, 1998 the Fund had approximately 82% of its total
assets invested in fixed income securities with an actual or deemed investment
grade rating, and approximately 18% of its total assets in fixed income
securities with an actual or deemed rating below investment grade. At year end,
the three countries where the Fund has its largest investment allocations were
the United States (36.1%), Argentina (22.2%), and the United Kingdom (11.2%),
with the balance spread over 10 other countries and supranational organizations.
Additionally, the Fund uses financial leverage from time to time to purchase or
carry securities, although such financial leverage is speculative and increases
both investment opportunity and investment risk, and there can be no assurance
that the Fund will achieve its investment objectives.
Review and Outlook
Declining interest rates are most frequently associated with slowing
growth and rising unemployment, but that was not the case last summer and fall.
During this period, in response to distressed financial market conditions, the
Federal Reserve pre-emptively lowered its Federal Funds rate target by a total
of 0.75 %, but the U.S. economy grew at around a 4% rate, well above "trend,"
and unemployment fell to less than 4.5%. Additionally, the central bankers of 37
different countries engaged in 82 different interest rate reductions from
October 1998 through the end of the year. Likewise, international debt markets
experienced severe dislocation during the second half of 1998 and different
fixed income market sectors experienced widely divergent returns. For example,
for the six months ended December 31, 1998 the Lehman Brothers Aggregate Bond
Index and the JPMorgan Emerging Market Bond Index, Plus had respective total
returns of +4.57% and -13.42%. Reflecting these conditions, the Fund's total
return was -4.64% for the six months ended December 31, 1998 on a net asset
value basis.
Although several influences contributed to the disruptions in
financial markets, the devaluation of the Russian ruble and the Russian
government's de facto default on its debt were critical events. Dramatic losses
were incurred by participants in a variety of fixed income markets, including
banks and securities dealers. Losses at one large hedge fund required
intervention by the Federal Reserve to organize a private restructuring of the
fund. This period also witnessed an abrupt decline in equity prices.
The injection of liquidity by the Federal Reserve and central
bankers throughout the developed world restored financial market stability and
caused a significant decline in U.S. interest rates. U.S. government debt prices
also rose during this period due to their attraction as a safe haven during
times of turmoil. Between the end of June and year end, 30 year Treasury bond
rates fell by over 0.5%, and briefly yielded less than 4.75%. Shorter term
assets, such as Treasury notes maturing in two years, declined briefly by almost
a full percent, to as low as 3.75%, as investors sought safety and liquidity,
and anticipated additional Federal Reserve easing. Since late autumn, as
financial markets have recovered, and the domestic economy has continued to
expand, interest rates have risen moderately. While the issues which made 1998
challenging for international investors have not disappeared with the turn of
the calendar, a number of financial markets have demonstrated greater stability.
Within the United States, when the Federal Reserve was lowering
interest rates during the fall, the economy
<PAGE>
grew at a healthy 3.7% annual rate. The economy remained strong in the fourth
quarter as well, growing at a robust 5.6% rate. Ironically, with inflation, as
measured by the Consumer Price Index, up only 1.6% over the last year, and
rising only 0.8% in the fourth quarter _ the lowest in 40 years _ the 4.75%
Federal Funds rate is still somewhat restrictive by historic measures, despite
the recent reductions. Additionally, the $70 billion Federal budget surplus also
exerts a fiscal drag on the economy, yet the economic expansion continues. Thus,
the impact of traditional monetary and fiscal policy on growth has been muted in
the current environment, and no one explanation for this is entirely satisfying.
Many factors, notably declining import and commodity prices, high levels of
industrial capacity, and increases in productivity have contributed to the
persistence of the expansion. Nominal yield levels on U.S. government securities
are low, but real returns are attractive, especially compared to other developed
countries. The limited supply of Treasury debt is a positive for the market, but
the demand from foreign investors is difficult to gauge given the potential for
Japanese repatriation and international portfolio rebalancing into the Euro.
Globally, the interruption of the dollar's three year strengthening
trend versus the Japanese yen and most continental currencies (now the Euro) was
the most significant development in the second half of 1998. The advent of the
Euro as a reserve currency, and the economic unification of much of the
continent should be positive for growth, and favor a strengthening Euro. We are
concerned that many European countries are experiencing slowdowns due to
declines in manufactured exports to less developed countries, which may
contribute to a weaker Euro. Economic performance has been mixed in Asia, with
South Korean markets recovering while the Japanese economy remains mired. The
recent strength in the Japanese yen and stock market may well reflect technical
circumstances, such as repatriation, rather than the economy responding to
government reforms or stimulus. The ultimate impact of Brazil's loss of reserves
and devaluation is uncertain, but it will undoubtedly retard growth throughout
South and Central America in 1999. 10% Dividend Distribution Policy Continued
The adoption by the Fund's Board of Directors in June 1997 of a
managed 10% dividend distribution policy continues to be well received. The
policy is intended to provide shareholders with a stable cash flow and reduce or
eliminate any market price discount to net asset value. The monthly dividend
distributions of approximately 10% on an annual basis of the Fund's net asset
value will be paid primarily from ordinary income and any capital gains with the
balance representing return of capital. For the six months ended December 31,
1998, actual distributions were 5.61% (equivalent to 11.22% annually) of average
net assets with approximately 76.75% derived from net investment income and the
balance from return of capital. We believe shares of the Fund are a sound value
and an attractive investment for income oriented portfolios.
Reinvestment Plan Offers Important Advantage
The Fund's current net asset value is $6.09. With a recent closing
market price of $5.19 per share, we believe this represents an important
opportunity to purchase additional shares at an attractive discount from their
underlying value. The Fund's Dividend Reinvestment Plan is particularly
attractive because monthly dividend distributions are reinvested without charge
at the lower of net asset value per share or market price, which can contribute
significantly to growing your investment over time.
We appreciate your support and look forward to continuing to serve
your investment needs.
Sincerely,
Thomas B. Winmill Steven A. Landis
President Senior Vice President
<TABLE>
<CAPTION>
GLOBAL INCOME FUND, INC.
Schedule of Portfolio Investments - December 31, 1998 (Unaudited)
Par Value Market Value
BONDS (100.0%)
Argentina (22.2%)
<S> <C> <C>
$1,000,000 Astra Compania Argentina de Petroleo S.A., 11.625%,
due 12/02/99 (2) $ 1,028,750
500,000 Banco Hipotecario SA ,13% Bonds, due 12/03/08 506,250
1,000,000 Bridas Corp., 12.50% Senior Notes, due 11/15/99 1,021,250
500,000 CIA Radiocomunic Moviles, 9.25% Notes, due 5/08/08 467,500
1,500,000 Camuzzi Gas, 9.25% Bonds, due 12/15/01 1,464,375
500,000 Mastellone Hermanos SA, 11.75% Bonds, due 4/01/08 407,500
L2,725,000,000 Perez Companc Floating Rate Notes, due 4/01/02 1,569,018
1,478,566 Province of Tucuman, 9.45%, due 8/01/04 1,186,550
1,000,000 Republic of Argentina, 8.75%, due 7/10/02 820,000
8,471,193
Brazil (3.6%)
500,000 CIA Energ Minas Gerais, 9.125% Notes, due 11/18/04 415,000
500,000 Radio e Televisao Bandeirantes Ltda., 12.875% Notes, due 5/15/06 261,250
1,177,620 Republic of Brazil C Bonds, due 4/15/14 703,627
1,379,877
Bulgaria (1.5%)
1,000,000 Bulgaria, 2.50%, due 9/29/49 572,500
Chile (2.2%)
1,000,000 Banco Santiago S.A., 7% Subordinated Notes, due 7/18/07 839,503
Colombia (2.1%)
1,000,000 Termoemcali Funding Corp., 10.125%, due 12/15/14 (2) 782,500
Dominican Republic (1.1%)
500,000 Tricom S.A., 11.375% Senior Notes, due 9/01/04 (2) 411,250
Germany (4.7%)
DM1,000,000 Deutschland Republic, 4.75% Bonds, due 7/04/08 (1) 641,641
ZL2,000,000 KFW International Finance, 16.30%, due 6/24/03 (1) 653,846
ZL1,500,000 Westbl Finance Curacao NV, 16.75%, due 6/25/02 (1) 488,782
1,784,269
Lithuania (5.4%)
2,204,000 Lietuvos Energija Amortising, Floating Rate Note,
due 4/06/00 2,060,740
Mexico (4.8%)
500,000 Pemex Finance Ltd., 8.02%, due 5/15/07 500,000
500,000 Petroleos Mexicanos, 9.375%, due 12/2/08 497,500
1,500,000 United Mexican States, 8% Bonds, due 7/23/08 (1) 841,242
1,838,742
Poland (1.3%)
ZL500,000 TPSA Finance BV, 7.125%, due 12/10/03 (1) 492,329
United Kingdom (11.2%)
ZL2,000,000 Abbey National Treasury Service, 16%, due 6/24/02 (1) 636,182
(pound)750,000 Sutton Bridge Financing Ltd., 8.625%, due 6/30/22 (1) (2) 1,483,097
4,000,000 Rothschild Continuation Finance B.V. Primary Capital Floating
Rate Notes 2,140,000
4,259,279
United States (36.1%)
500,000 Conseco Finance Trust II, 8.70%, Capital Trust Pass through
Securities, due 11/15/26 465,546
250,000 Equifax Inc., 6.30%, due 7/01/05 257,813
1,000,000 First Hawaiian Capital I, 8.343%, due 7/01/27 1,037,113
ZL2,000,000 General Electric Capital Corp., 15% Senior Unsubordinated,
due 8/07/01 (1) 599,002
500,000 Pennzoil Co., 10.25% Debentures, due 11/01/05 565,922
550,000 Remington Oil & Gas L.L.C., 8.25% Subordinated
Notes, due 12/01/02 541,750
500,000 Socgen Real Estate L.L.C., 7.64% Bonds, due 12/29/49 464,197
500,000 Staples Inc., 7.125% Senior Notes, due 8/15/07 515,981
1,000,000 Federal National Mortgage Assn., 6%, due 5/15/08 1,057,067
3,300,000 U.S. Treasury Note, 5.50%, due 2/15/08 3,499,033
3,500,000 U.S. Treasury Note, 5.625%, due 5/15/08 3,735,158
1,000,000 U.S. Treasury Note, 5.25%, due 8/15/03 1,025,313
13,763,895
Supernational/Other (3.9%)
DM1,000,000 Corporacion Andina De Fomento, 5.375% Bonds, due 1/29/03 (1) 580,707
1,000,000 Overseas Receivables Credit Acceptance Ltd., 9.50%
Jr. Subordinated Notes, due 2/12/03 923,750
1,504,457
Total Investments (cost: $39,562,179) (100.0%) $38,160,534
(1) Par value stated in currency indicated; market value stated in U.S. dollars.
(2) Purchased pursuant to Rule 144A exemption from Federal registration requirements.
</TABLE>
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1998 (Unaudited)
ASSETS:
Investments at market value
(cost: $39,562,179) (note 1) ........................ $38,160,534
Cash ........................................................... 421,766
Interest receivable ............................................ 868,088
Other assets ................................................... 5,322
Total assets ............................... 39,455,710
LIABILITIES:
Payables:
Reverse repurchase agreement ............................... 8,320,875
Investment securities purchased ............................ 416,424
Demand note payable to bank (note 5) ....................... 359,472
Interest ................................................... 2,741
Accrued management fees ........................................ 17,840
Accrued expenses ............................................... 20,412
Other liabilities .............................................. 217,580
Total liabilities .......................... 9,355,344
NET ASSETS: (applicable to 4,846,226
outstanding shares: 20,000,000 shares
of $.01 par value authorized) ................................ $30,100,366
NET ASSET VALUE PER SHARE
($30,100,366 / 4,846,226) .................................... $6.21
At December 31, 1998, net assets consisted of
Paid-in capital ................................................ $51,457,661
Accumulated net realized loss on
investments, foreign currencies and futures ......... (19,554,272)
Accumulated deficit in net investment income ................... (401,010)
Net unrealized depreciation on
investments and foreign currencie and futures ....... (1,402,013)
$30,100,366
STATEMENT OF OPERATIONS
For the Six Months Ended December 31, 1998 (Unaudited)
INVESTMENT INCOME:
Interest (net of $28,724 of foreign tax) ........................ $1,727,922
EXPENSES:
Interest (note 5) ............................................... 187,511
Investment management (note 3) .................................. 108,608
Custodian ....................................................... 34,337
Professional (note 3) ........................................... 29,216
Directors ....................................................... 17,922
Printing ........................................................ 13,042
Transfer agent .................................................. 7,181
Registration .................................................... 6,806
Other ........................................................... 1,260
Total expenses ....................................... 405,883
Fee reductions (note 4) .............................. (1,570)
Net expenses ......................................... 404,313
Net investment income ....................... 1,323,609
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS, FOREIGN
CURRENCIES AND FUTURES:
Net realized loss from security transactions .................... (2,614,527)
Net realized loss from foreign currency
and futures transactions ............................. (19,306)
Unrealized depreciation of investments, foreign
currencies and futures during the period ............. (361,904)
Net realized and unrealized loss on
investments, foreign currencies and futures . (2,995,737)
Net decrease in net assets resulting
from operations ............................. $(1,672,128)
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
For The Six Months Ended December 31, 1998
(Unaudited) and for the Year Ended June 30, 1998
December 31, June 30,
1998 1998
OPERATIONS:
<S> <C> <C>
Net investment income ....................................................................... $1,323,609 1,930,088
Net realized loss from security, foreign currency and futures transactions .................. (2,633,833) (805,557)
Unrealized depreciation of investments, foreign currencies and
futures during the period ........................................................ (361,904) (1,211,629)
Net change in net assets resulting from operations ............................... (1,672,128) (87,098)
Subtractions from paid-in capital (note 6) .................................................. - (349,978)
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net investment income ($0.36 and $0.52 per share, respectively) .......... (1,724,619) (1,660,618)
Distributions from paid-in capital ($0.32 per share) ........................................ - (933,121)
CAPITAL SHARE TRANSACTIONS:
Change in net assets resulting from capital share transactions (a) (note6) .................. 472,852 10,694,156
Total change in net assets ....................................................... (2,923,895) 7,663,341
NET ASSETS:
Beginning of period ......................................................................... 33,024,261 25,360,920
End of period (including accumulated deficit in net investment income
of $401,010 as of December 31, 1998) ............................................. $30,100,366 $33,024,261
</TABLE>
<TABLE>
<CAPTION>
(a) Transactions in capital shares were as follows:
December 31, 1998 June 30, 1998
Shares Value Shares Value
<S> <C> <C> <C> <C>
Shares issued in reinvestment of distributions 83,673 $472,852 178,392$ 1,386,689
Shares issued in rights offering (note 6) - - 1,576,468 9,307,467
Net increase 83,673 $472,852 1,754,860 10,694,156
</TABLE>
Notes to Financial Statements
(Unaudited)
(1) The Fund is a Maryland corporation registered under the Investment Company
Act of 1940, as amended, as a diversified, closed-end management investment
company, whose shares are listed on the American Stock Exchange. The primary
objective of the Fund is a high level of income and secondarily, capital
appreciation. The Fund seeks to achieve its investment objectives by investing
primarily in foreign and domestic fixed income securities, depending on the
Investment Manager's evaluation of current and anticipated market conditions, as
set forth in its prospectus. The Fund is subject to the risk of price
fluctuations of the securities held in its portfolio which is generally a
function of the underlying credit ratings of an issuer, the duration and yield
of its securities, and general economic and interest rate conditions. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements. With respect to
security valuation, securities traded on a national securities exchange or the
Nasdaq National Market System ("NMS") are valued at the last reported sales
price on the day the valuations are made. Such securities that are not traded on
a particular day and securities traded in the over-the-counter market that are
not on NMS are valued at the mean between the current bid and asked prices.
Certain of the securities in which the Fund invests are priced through pricing
services which may utilize a matrix pricing system which takes into
consideration factors such as yields, prices, maturities, call features and
ratings on comparable securities. Bonds may be valued according to prices quoted
by a dealer in bonds which offers pricing services. Debt obligations with
remaining maturities of 60 days or less are valued at cost adjusted for
amortization of premiums and accretion of discounts. Securities of foreign
issuers denominated in foreign currencies are translated into U.S. dollars at
prevailing exchange rates. Futures contracts are marked to market daily and the
variation margin is recorded as an unrealized gain or loss. When a contract is
closed, a realized gain or loss is recorded equal to the difference between the
opening and closing value of the contract. Forward currency contracts are
undertaken to hedge certain assets denominated in foreign currencies. Forward
contracts are marked to market daily and the change in market value is recorded
by the Fund as an unrealized gain or loss. When a contract is closed, the Fund
records a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed. The
Fund could be exposed to risk if the counterparties are unable to meet the terms
of the contracts or if the value of the currency changes unfavorably. Investment
transactions are accounted for on the trade date (the date the order to buy or
sell is executed). Interest income is recorded on the accrual basis. Discounts
and premiums on securities purchased are amortized over the life of the
respective securities in accordance with income tax regulations. Dividends and
distributions to shareholders are recorded on the ex-dividend date. In preparing
financial statements in conformity with generally accepted accounting
principles, management makes estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(2) The Fund intends to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute
substantially all of its taxable investment income and net capital gains, if
any, after utilization of any capital loss carryforward, to its shareholders and
therefore no Federal income tax provision is required. At June 30, 1998, the
Fund had an unused capital loss carryforward of approximately $16,582,000 of
which, $8,549,000 expires in 1999, $1,656,000 in 2000, $4,110,000 in 2001,
$173,000 in 2003, $1,880,000 in 2004 and $214,000 in 2006. Based on Federal
income tax cost of $39,562,179 gross unrealized appreciation and gross
unrealized depreciation were $711,511 and $2,113,156, respectively, at December
31, 1998. Distributions paid to shareholders during the year ended June 30, 1998
differ from net investment income and net gains (losses) from security, foreign
currency and futures transactions as determined for financial reporting purposes
principally as a result of the characterization of realized foreign currency
gains (losses) for tax/book purposes, the taxability of unrealized appreciation
(depreciation) on certain forward currency contracts and the utilization of
capital loss carryforwards. These distributions are classified as "distributions
from paid-in capital" in the Statements of Changes in Net Assets.
(3) The Fund retains Bull & Bear Advisers, Inc. as its Investment Manager.
Pursuant to the investment management agreement, the Investment Manager is paid
by the Fund a fee, payable monthly, based on the average weekly net assets of
the Fund, and computed at the annual rate of 7/10 of 1% of the first $250
million, 5/8 of 1% from $250 million to $500 million, and 1/2 of 1% over $500
million. This fee is calculated by determining the average of net assets on each
Friday of a month and applying the applicable rate to such average for the
number of days in the month. Certain officers and directors of the Fund are
officers and directors of the Investment Manager. The Fund reimbursed the
Investment Manager $6,261 for providing certain administrative and accounting
services at cost for the six months ended December 31, 1998.
At the Annual Meeting of Shareholders of the Fund held on November 24, 1998,
shareholders were asked to elect a director, to ratify the selection of
independent auditors, and to amend the Fund's Articles of Incorporation to
change the Fund's name. Shareholders elected Peter K. Werner director of the
Fund with 4,577,500 shares voted in favor and 141,118 shares voted to withhold
authority. The names of each other director whose term of office continued after
the meeting are George B. Langa, Bassett S. Winmill, Mark C. Winmill, and Thomas
B. Winmill. Regarding the independent auditors, 4,565,384 shares voted in favor,
85,714 shares voted against, and 67,520 shares voted to withhold authority.
Regarding the amendment of the Fund's Articles of Incorporation to change the
Fund's name, 4,495,295 shares voted in favor, 157,429 shares voted against, and
65,894 shares voted to abstain.
(4) The Fund has entered into an arrangement with its custodian whereby interest
earned on uninvested cash balances was used to offset a portion of the Fund's
expenses. During the period, the Fund's custodian fees were reduced by $1,570
under such arrangements. Purchases and sales of securities other than short term
notes aggregated $39,228,590 and $37,601,881, respectively, for the six months
ended December 31, 1998.
(5) The Fund may borrow through a committed bank line of credit and reverse
repurchase agreements. At December 31, 1998, there was a balance outstanding of
$359,472 on the line of credit and the interest rate was equal to the Federal
Reserve Funds Rate plus 1.00 percentage point. For the six months ended December
31, 1998, the annualized weighted average interest rate was 4.01% based on the
balances outstanding from the line of credit and reverse repurchase agreements
and the weighted average amount outstanding was $9,266,382.
(6) Under the Dividend Reinvestment Plan (the "Plan"), each dividend and capital
gain distribution, if any, declared by the Fund on outstanding shares will,
unless elected otherwise by each shareholder by notifying the Fund in writing at
any time prior to the record date for a particular dividend or distribution, be
paid on the payment date fixed by the Board of Directors or a committee thereof
in additional shares in accordance with the following: whenever the Market Price
(as defined below) per share is equal to or exceeds the net asset value per
share at the time shares are valued for the purpose of determining the number of
shares equivalent to the cash dividend or capital gain distribution (the
"Valuation Date"), participants will be issued additional shares equal to the
amount of such dividend divided by the Fund's net asset value per share.
Whenever the Market Price per share is less than such net asset value on the
Valuation Date, participants will be issued additional shares equal to the
amount of such dividend divided by the Market Price. The Valuation Date is the
dividend or distribution payment date or, if that date is not an American Stock
Exchange trading day, the next trading day. For all purposes of the Plan: (a)
the Market Price of the shares on a particular date shall be the average closing
market price on the five trading days the shares traded ex-dividend on the
Exchange prior to such date or, if no sale occurred on the Exchange prior to
such date, then the mean between the closing bid and asked quotations for the
shares on the Exchange on such date, and (b) net asset value per share on a
particular date shall be as determined by or on behalf of the Fund.
On May 20, 1998, the Fund issued to its shareholders of record on that date,
non-transferable rights entitling the holders thereof to subscribe for an
aggregate of 1,576,468 shares of the Fund's common stock. In connection with the
rights offering, estimated costs of $300,000 were charged against paid-in
capital. At the conclusion of the offering period, 1,576,468 shares were issued
at a subscription price of $6.15, resulting in $9,307,467 (net of sales load)
credited to paid-in capital.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Six Months
Ended
December
31, 1998** 1998 1997 1996 1995 1994
PER SHARE DATA*
<S> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period .. $6.93 $8.43 $7.92 $8.00 $8.25 $9.39
Income from investment operations:
Net investment income ................ 0.28 0.52 0.51 0.26 0.17 0.6
Net realized and unrealized gain
(loss) on investments .............. (0.64) (1.18) 0.59 0.23 0.18 (1.02)
Total from investment operations .... (0.36) (0.66) 1.1 0.49 0.35 (0.42)
Less distributions:
Distributions from net investment
income ............................. (0.36) (0.52) (0.59) (0.26) (0.17) (0.6)
Distributions in excess of net
realized gains ..................... - - - - - (0.12)
Distributions from paid-in capital ... - (0.32) - (0.31) (0.43) -
Total distributions ................. (0.36) (0.84) (0.59) (0.57) (0.60) (0.72)
Net asset value at end of period ....... $6.21 $6.93 $8.43 $7.92 $8.00 $8.25
Per share market value at end of
period ............................. $5.50 $6.44 $8.50
TOTAL RETURN ON NET ASSET VALUE BASIS... (4.64%) (8.44%) 14.71% 6.26% 4.52% (5.12%)
TOTAL RETURN ON MARKET VALUE BASIS (a) . (9.12%) (15.65%) 15.71%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period
(000's omitted) .................... $30,100 $33,024 $25,361 $30,865 $39,180 $44,355
Ratio of expenses to average net
assets (b) (c) ..................... 2.62%** 3.52% 2.71% 2.18% 2.21% 1.98%
Ratio of net investment income to
average net assets.................. 8.54%** 6.59% 6.64% 6.55% 6.20% 6.58%
Portfolio turnover rate ................ 93% 328% 475% 585% 385% 223%
<FN>
* Per share income and operating expenses and net realized and unrealized gain
(loss) on investments have been computed using the average number of shares
outstanding. These computations had no effect on net asset value per share. **
Annualized. = Unaudited. (a) Effective February 7, 1997, the Fund converted from
an open-end management investement company to a closed-end management investment
company. The Fund has calculated total return on market value basis based upon
purchases and sales of the Fund at current market values and reinvestment of
dividends and distributions at lower of the per share net asset value on the
payment date or the average of the closing market price for the five days
preceding the payment date. (b) Ratio excluding interest expense was 1.40%**,
1.58% and 2.00% for the six months ended December 31, 1998 and the years ended
June 30, 1998 and 1997, respectively. (c) Ratio after custodian credits was
2.61%** and 3.42% for the six months ended December 31, 1998 and the year ended
June 30, 1998, respectively.
</FN>
</TABLE>
GLOBAL INCOME FUND
11 Hanover Square
New York, NY 10005
1-888-847-4200
Global Income Fund, Inc.
By-laws As Amended March 3, 1999
AMENDED BY-LAWS
OF
GLOBAL INCOME FUND, INC.
(A MARYLAND CORPORATION)
ARTICLE I -- NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL
Section 1.1. Name. The name of the Corporation is Global Income Fund, Inc.
Section 1.2. Principal Offices. The principal office of the Corporation in the
State of Maryland shall be located in Baltimore, Maryland. The Corporation may,
in addition, establish and maintain such other offices and places of business as
the board of directors may, from time to time, determine.
Section 1.3. Seal. The corporate seal of the Corporation shall consist of two
(2) concentric circles, between which shall be the name of the Corporation, and
in the center shall be inscribed the year of its incorporation, and the words
"Corporate Seal". The form of the seal shall be subject to alteration by the
board of directors and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced. Any officer or director
of the Corporation shall have authority to affix the corporate seal of the
Corporation to any document requiring the same.
ARTICLE II -- STOCKHOLDERS
Section 2.1. Annual Meetings. There shall be no stockholders' meetings for the
election of directors and the transaction of other proper business except as
required by the Investment Company Act of 1940, the listing requirements of the
stock exchange or market where the Corporation's stock is listed, or as
hereinafter provided, in which case the annual meeting shall be held in November
of each year.
Section 2.2. Special Meetings. Special meetings of stockholders may be called at
any time by the board of directors, the chairman of the board, or the president
or a co-president and shall be held at such time and place as may be stated in
the notice of the meeting. The secretary shall call a special meeting of the
stockholders on the written request of stockholders entitled to cast at least a
majority of all the votes entitled to be cast at the meeting. Such request shall
state the purpose of such meeting and the matters proposed to be acted on
thereat, and no other business shall be transacted at any such special meeting.
The secretary shall inform such stockholders of the reasonably estimated costs
of preparing and mailing the notice of the meeting, and upon payment to the
Corporation of such costs, the secretary shall give not less than ten nor more
than 90 days' notice of the time, place and purpose of the meeting in the manner
provided in Section 2.3 of this Article II.
Section 2.3. Notice of Meetings. The secretary shall cause notice of the place,
date and hour and, in the case of a special meeting or as otherwise required by
law, the purpose or purposes for which the meeting is called, to be served
personally or to be mailed, postage prepaid, not less than 10 nor more than
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90 days before the date of the meeting, to each stockholder entitled to vote at
such meeting at his address as it appears on the records of the Corporation at
the time of such mailing. Notice shall be deemed to be given when deposited in
the United States mail addressed to the stockholders as aforesaid.
Notice of any stockholders meeting need not be given to any stockholder who
shall sign a written waiver of such notice whether before or after the time of
such meeting, which waiver shall be filed with the records of such meeting, or
to any stockholder who is present at such meeting in person or by proxy. Notice
of adjournment of a stockholders meeting to another time or place need not be
given if such time and place are announced at the meeting.
Irregularities in the notice of any meeting to, or the nonreceipt of any such
notice by, any of the stockholders shall not invalidate any action otherwise
properly taken by or at any such meeting.
Section 2.4. Quorum and Adjournment of Meetings. In the absence of a quorum, the
stockholders present in person or by proxy or, if no stockholder entitled to
vote is present in person or by proxy, any officer present entitled to preside
or act as secretary of such meeting may adjourn the meeting without determining
the date of the new meeting or from time to time without further notice to a
date not more than 120 days after the original record date. Any business that
might have been transacted at the meeting originally called may be transacted at
any such adjourned meeting at which a quorum is present.
Section 2.5. Voting and Inspectors. Unless statute or the Articles of
Incorporation, as amended and/or restated from time to time (the "Charter")
provide otherwise, at every stockholders meeting, each stock holder shall be
entitled to one vote for each share and a fractional vote for each fraction of a
share of stock of the Corporation validly issued and outstanding and standing in
his name on the books of the Corporation on the record date fixed in accordance
with Section 7.4 hereof, either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney, except
that no shares held by the Corporation shall be entitled to a vote.
If no record date has been fixed, the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the later of the close of business on the day on which notice of the meeting
is mailed or the 30th day before the meeting, or, if notice is waived by all
stockholders, at the close of business on the 11th day preceding the day on
which the meeting is held.
Except as otherwise specifically provided in the Charter or these By-laws or as
required by applicable law, all matters shall be decided by a vote of the
majority of the votes validly cast at a meeting at which a quorum is present.
The vote upon any question shall be by ballot whenever requested by any person
entitled to vote, but, unless such a request is made, voting may be conducted in
any way approved by the meeting.
At any meeting at which there is an election of directors, the chairman of the
meeting may appoint two inspectors of election who shall first subscribe an oath
or affirmation to execute faithfully the duties of inspectors at such election
with strict impartiality and according to the best of their ability, and shall,
after the election, make a certificate of the result of the vote taken. No
candidate for the office of director shall be appointed as an inspector.
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The determination of such inspectors as to all matters relating to the form or
validity of proxies, ballots, and voting directions thereon, and all other
matters upon which their certificate would be based shall be deemed final and
conclusive, and such inspectors' determinations shall not be subject to
challenge or review prior to the issuance of their certificate, unless such
challenge or review is approved by the vote of a majority of the Board of
Directors.
The certificate of the result of the vote taken shall be deemed final and
conclusive, and such inspectors' decisions shall not be judicially reviewable,
unless such judicial review is approved by the vote of a majority of the Board
of Directors.
Section 2.6. Validity of Proxies. The right to vote by proxy shall exist only if
the instrument authorizing such proxy to act shall have been signed by the
stockholder or by his duly authorized attorney. Unless a proxy provides
otherwise, it shall not be valid more than 11 months after its date. All proxies
shall be delivered to the secretary of the Corporation or to the person acting
as secretary of the meeting before being voted, who shall decide all questions
concerning qualification of voters, the validity of proxies, and the acceptance
or rejection of votes. If inspectors of election have been appointed by the
chairman of the meeting, such inspectors shall decide all such questions. A
proxy with respect to stock held in the name of two or more persons shall be
valid if executed by one of them unless at or prior to exercise of such proxy
the Corporation receives from any one of them a specific written notice to the
contrary and a copy of the instrument or order which so provides. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed valid
unless challenged at or prior to its exercise.
Section 2.7. Stock Ledger and List of Stockholders. It shall be the duty of the
secretary or assistant secretary of the Corporation to cause an original or
duplicate stock ledger containing the names and addresses of all the
stockholders and the number of shares held by them, respectively, to be
maintained at the office of the Corporation's transfer agent. Such stock ledger
may be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
Section 2.8. Action Without Meeting. Any action required or permitted to be
taken by stockholders at a meeting of stockholders may be taken without a
meeting if (a) all stockholders entitled to vote on the matter consent to the
action in writing, (b) all stockholders entitled to notice of the meeting but
not entitled to vote at it sign a written waiver of any right to dissent, and
(c) the consents and waivers are filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at the
meeting.
Section 2.9. Election of Directors. Subject to the Charter, the election of any
director 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
("Meeting"), unless such action is approved by the vote of a majority of the
Board of Directors, in which case such action requires the affirmative vote of a
plurality of the votes cast at the Meeting.
Section 2.10. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the Charter
of the Corporation with respect to the right, if any, of holders of
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preferred stock of the Corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of stockholders, or at any
special meeting of stockholders called for the purpose of electing directors,
(a) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 2.10 and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 2.10 .
In addition to any other applicable requirements, for a nomination to be made by
a stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Corporation (a) in
the case of an annual meeting, not less than sixty (60) calendar days nor more
than ninety (90) calendar days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30)
calendar days before or sixty (60) calendar days after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the later of the sixtieth (60th) calendar day
prior to such annual meeting or the tenth (10th) calendar day following the day
on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first occurs;
and (b) in the case of a special meeting of stockholders called for the purpose
of electing directors, not later than the close of business on the tenth (10th)
calendar day following the day on which notice of the date of the special
meeting was mailed or public disclosure of the date of the special meeting was
made, whichever first occurs. For purposes of this Section 2.10, the date of a
public disclosure shall include, but not be limited to, the date on which such
disclosure is made in a press release reported by the Dow Jones News Services,
the Associated Press or any comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder)
of the Securities Exchange Act of 1934, as amended, or pursuant to Section 30
(or the rules and regulations thereunder) of the Investment Company Act of 1940,
as amended.
To be in proper written form, a stockholder's notice to the Secretary must set
forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice (i) the
name and record address of such stockholder, (ii) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be
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made by such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in its
notice and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 2.10. If the Chairman of the meeting
determines that a nomination was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
Section 2.11. Business at Annual Meeting. No business may be transacted at an
annual meeting of stockholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at the direction
of the Board of Directors (or any duly authorized committee thereof) or (c)
otherwise properly brought before the annual meeting by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.11 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 2.11.
In addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty (60) calendar days nor more than ninety (90) calendar days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) calendar days before or sixty
(60) calendar days after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the later of the sixtieth (60th) calendar day prior to such annual meeting or
the tenth (10th) calendar day following the day on which notice of the date of
the annual meeting was mailed or public disclosure of the date of the annual
meeting was made, whichever first occurs. For purposes of this Section 2.11, the
date of a public disclosure shall include, but not be limited to, the date on
which such disclosure is made in a press release reported by the Dow Jones News
Services, the Associated Press or any comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) (or the rules and regulations
thereunder) of the Securities Exchange Act of 1934, as amended, or pursuant to
Section 30 (or the rules and regulations thereunder) of the Investment Company
Act of 1940, as amended.
To be in proper written form, a stockholder's notice to the Secretary must set
forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to
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be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii)the name and record address of such
stockholder, (iii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iv) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2.11, provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 2.11 shall be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
ARTICLE III -- BOARD OF DIRECTORS
Section 3.1. General Powers. Except as otherwise provided by operation of law,
by the Charter, or by these By-laws, the business and affairs of the Corporation
shall be managed under the direction of and all the powers of the Corporation
shall be exercised by or under authority of its board of directors.
Section 3.2. Power to Issue and Sell Stock. The board of directors may from time
to time issue and sell or cause to be issued and sold any of the Corporation's
authorized shares to such persons and for such consideration as the board of
directors shall deem advisable, subject to the provisions of the Charter.
Section 3.3. Power to Authorize Dividends. The board of directors, from time to
time as they may deem advisable, may authorize and pay dividends in stock, cash
or other property of the Corporation, out of any source available for dividends,
to the stockholders according to their respective rights and interests in
accordance with the provisions of the Charter. The board of directors may
prescribe from time to time that dividends may be payable at the election of any
of the stockholders (exercisable before or after the declaration of the
dividend), either in cash or in shares of the Corporation, provided that the sum
of the cash dividend actually paid to any stockholder and the asset value of the
shares received (determined as of such time as the board of directors shall have
prescribed, pursuant to the Charter, with respect to shares sold on the date of
such election) shall not exceed the full amount of cash to which the stockholder
would be entitled if he elected to receive only cash.
Section 3.4. Number and Term of Directors. Except for the initial board of
directors, the board of directors shall consist of not fewer than three nor more
than fifteen directors, as specified by a resolution of a majority of the entire
board of directors. Each director shall hold office until his successor is
elected and qualified or until his earlier death, resignation or removal. Any
vacancy created by an increase in directors may be filled in accordance with
Section 3.6 of this Article III.
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All acts done at any meeting of the directors or by any person acting as a
director, so long as his successor shall not have been duly elected or
appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or of such person acting as a
director or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the Corporation.
Directors need not be stockholders of the Corporation.
Section 3.5. Election. The initial director or directors shall be that person or
persons named as such in the Charter. At each annual meeting, the stockholders
shall elect directors to hold office.
Section 3.6. Vacancies and Newly Created Directorships. Any vacancies in the
board of directors, whether arising from death, resignation, removal, an
increase in the number of directors or otherwise, shall be filled by a vote of
the board of directors in accordance with the Charter.
Section 3.7. [Reserved.]
Section 3.8. Regular Meetings. The meeting of the board of directors for
choosing officers and transacting other proper business, and all other meetings,
shall be held at such time and place, within or outside the state of Maryland,
as the board may determine and as provided by resolution. Notice of such
meetings need not be given, following the annual meeting of stockholders,
provided that notice of any change in the time or place of such meetings shall
be sent promptly to each director not present at the meeting at which such
change was made, in the manner provided for notice of special meetings. Members
of the board of directors or any committee designated thereby may participate in
a meeting of such board or committee by means of a conference telephone or
similar communications equipment that allows all persons participating in the
meeting to hear each other at the same time; and participation by such means
shall constitute presence in person at a meeting.
Section 3.9. Special Meetings. Special meetings of the board of directors shall
be held whenever called by the chairman of the board or the president or a
co-president (or, in the absence or disability of the chairman of the board or
the president or a co-president, by any officer or director, as they so
designate) at the time and place (within or outside of the State of Maryland)
specified in the respective notice or waivers of notice of such meetings. At
least three days before the day on which a special meeting is to be held, notice
of special meetings, stating the time and place, shall be (a) mailed to each
director at his residence or regular place of business or (b) delivered to him
personally or transmitted to him by telegraph, telefax, telex, cable or
wireless.
Section 3.10. Waiver of Notice. No notice of any meeting need be given to any
director who is present at the meeting or who waives notice of such meeting in
writing (which waiver shall be filed with the records of such meeting), either
before or after the time of the meeting.
Section 3.11. Quorum and Voting. At all meetings of the board of directors, the
presence of a majority of the number of directors then in office shall
constitute a quorum for the transaction of business, provided that there shall
be present at least two directors. In the absence of a quorum, a majority of the
directors
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present may adjourn the meeting, from time to time, until a quorum shall be
present. The action of a majority of the directors present at a meeting at which
a quorum is present shall be the action of the board of directors, unless
concurrence of a greater proportion is required for such action by law, by the
Charter or by these By-laws.
Section 3.12. Action Without a Meeting. As amended, any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting if a written consent to such
action is signed by all members of the board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.
Section 3.13. Compensation of Directors. Directors may receive such compensation
for their services as may from time to time be determined by resolution of the
board of directors.
ARTICLE IV -- COMMITTEES
Section 4.1. Organization. By resolution adopted by the board of directors, the
board may designate one or more committees of the board of directors, including
an Executive Committee, each consisting of at least one director. Each member of
a committee shall be a director and shall hold committee membership at the
pleasure of the board. The chairman of the board, if any, shall be a member of
the Executive Committee. The board of directors shall have the power at any time
to change the members of such committees and to fill vacancies in the
committees.
Section 4.2. Powers of the Executive Committee. Unless otherwise provided by
resolution of the board of directors, when the board of directors is not in
session the Executive Committee shall have and may exercise all powers of the
board of directors in the direction of the management of the business and
affairs of the Corporation that may lawfully be exercised by an Executive
Committee except the power to declare a dividend on stock, authorize the
issuance of stock (except as permitted by the Maryland General Corporation Law),
recommend to stockholders any action requiring stockholders approval, amend
these By-laws, approve any merger or share exchange which does not require
stockholder approval or approve or terminate any contract with an "investment
adviser" or "principal underwriter," as those terms are defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). Notwithstanding the
above, such Executive Committee may make such dividend calculations and payments
as are consistent with applicable law, including the Maryland General
Corporation Law.
Section 4.3. Powers of Other Committees of the Board of Directors. To the extent
provided by resolution of the board, other committees of the board of directors
shall have and may exercise any of the powers that may lawfully be granted to
the Executive Committee.
Section 4.4. Proceedings and Quorum. In the absence of an appropriate resolution
of the board of directors, each committee may adopt such rules and regulations
governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable, provided that a quorum shall not be less than two directors. In
the event any member of any committee is absent from any meeting, the members
thereof
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present at the meeting, whether or not they constitute a quorum, may appoint a
member of the board of directors to act in the place of such absent member.
ARTICLE V -- OFFICERS
Section 5.1. Officers. The officers of the Corporation shall be a president or
co-presidents, a secretary, and a treasurer, and may include one or more vice
presidents (including executive and senior vice presidents), assistant
secretaries or assistant treasurers, and such other officers as may be appointed
in accordance with the provisions of Section 5.11 hereof. The board of directors
may, but shall not be required to, elect a chairman and vice chairman of the
board.
Section 5.2. Election, Tenure and Qualifications. The officers of the
Corporation (except those appointed pursuant to Section 5.11 hereof) shall be
elected by the board of directors at its first meeting or such subsequent
meetings as shall be held prior to its first annual meeting, and thereafter at
regular board meetings, as required by applicable law. If any officers are not
elected at any annual meeting, such officers may be elected at any subsequent
meetings of the board. Except as otherwise provided in this Article V, each
officer elected by the board of directors shall hold office until his or her
successor shall have been elected and qualified. Any person may hold one or more
offices of the Corporation except that no one person may serve concurrently as
both the president or a co-president and vice president. A person who holds more
than one office in the Corporation may not act in more than one capacity to
execute, acknowledge, or verify an instrument required by law to be executed,.
acknowledged, or verified by more than one officer. The chairman of the board
shall be chosen from among the directors of the Corporation and may hold such
office only so long as he continues to be a director. No other officer need be a
director.
Section 5.3. Vacancies and Newly Created Offices. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification or other
cause, or if any new office shall be created, such vacancies or newly created
offices may be filled by the chairman of the board at any meeting or, in the
case of any office created pursuant to Section 5.11 hereof, by any officer upon
whom such power shall have been conferred by the board of directors.
Section 5.4. Removal and Resignation. At any meeting called for such purpose,
the Executive Committee may remove any officer from office (either with or
without cause) by the affirmative vote, given at the meeting, of a majority of
the members of the Committee. Any officer may resign from office at any time by
delivering a written resignation to the board of directors, the president or a
co-president, the secretary, or any assistant secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 5.5. Chairman of the Board. The chairman of the board, if there be such
an officer, shall be the senior officer of the Corporation, shall preside at all
stockholders meetings and at all meetings of the board of directors and shall be
ex officio a member of all committees of the board of directors. He shall have
such other powers and perform such other duties as may be assigned to him from
time to time by the board of directors.
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Section 5.6. Vice Chairman of the Board. The board of directors may from time to
time elect a vice chairman who shall have such powers and perform such duties as
from time to time may be assigned to him by the board of directors, chairman of
the board or the president or a co-president. At the request of, or in the
absence or in the event of the disability of the chairman of the board, the vice
chairman may perform all the duties of the chairman of the board or the
president or a copresident and, when so acting, shall have all the powers of and
be subject to all the restrictions upon such respective officers.
Section 5.7. President, Co-President. The president or co-presidents shall be
the chief executive officer or co-chief executive officers, as the case may be,
of the Corporation and, in the absence of the chairman of the board or vice
chairman or if no chairman of the board or vice chairman has been chosen, shall
preside at all stockholders meetings and at all meetings of the board of
directors and shall in general exercise the powers and perform the duties of the
chairman of the board. Subject to the supervision of the board of directors, the
president or the co-presidents shall have general charge of the business,
affairs and property of the Corporation and general supervision over its
officers, employees and agents. Except as the board of directors may otherwise
order, the president or a co-president may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts, or agreements. The president or a
co-president shall exercise such other powers and perform such other duties as
from time to time may be assigned by the board of directors.
Section 5.8. Vice President. The board of directors may from time to time elect
one or more vice presidents (including executive and senior vice presidents) who
shall have such powers and perform such duties as from time to time may be
assigned to them by the board of directors or the president or co-presidents. At
the request of, or in the absence or in the event of the disability of, the
president or both co-presidents, the vice president (or, if there are two or
more vice presidents, then the senior of the vice presidents present and able to
act) may perform all the duties of the president or co-presidents and, when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president or co-presidents.
Section 5.9. Treasurer and Assistant Treasurers. The treasurer shall be the
chief accounting officer of the Corporation and shall have general charge of the
finances and books of account of the Corporation. The treasurer shall render to
the board of directors, whenever directed by the board, an account of the
financial condition of the Corporation and of all transactions as treasurer; and
as soon as possible after the close of each financial year he shall make and
submit to the board of directors a like report for such financial year. The
treasurer shall cause to be prepared annually a full and complete statement of
the affairs of the Corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which shall be submitted
at the annual meeting of stockholders and filed within 20 days thereafter at the
principal office of the Corporation in the state of Maryland. The treasurer
shall perform all acts incidental to the office of treasurer, subject to the
control of the board of directors.
Any assistant treasurer may perform such duties of the treasurer as the
treasurer or the board of directors may assign, and, in the absence of the
treasurer, may perform all the duties of the treasurer.
Section 5.10. Secretary and Assistant Secretaries. The secretary shall attend to
the giving and serving of all notices of the Corporation and shall record all
proceedings of the meetings of the stockholders and
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directors in books to be kept for that purpose. The secretary shall keep in safe
custody the seal of the Corporation, and shall have responsibility for the
records of the Corporation, including the stock books and such other books and
papers as the board of directors may direct and such books, reports,
certificates and other documents required by law to be kept, all of which shall
at all reasonable times be open to inspection by any director. The secretary
shall perform such other duties which appertain to this office or as may be
required by the board of directors.
Any assistant secretary may perform such duties of the secretary as the
secretary or the board of directors may assign, and, in the absence of the
secretary, may perform all the duties of the secretary.
Section 5.11. Subordinate Officers. The chairman of the board from time to time
may appoint such other officers or agents as he may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the board of directors may determine. The chairman of the
board from time to time may delegate to one or more officers or agents the power
to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any officer or agent
appointed in accordance with the provisions of this Section 5.11 may be removed,
either with or without cause, by any officer upon whom such power of removal
shall have been conferred by the board of directors.
Section 5.12. Remuneration. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by resolution of the board
of directors, except that the board of directors may by resolution delegate to
any person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in accordance with
the provisions of Section 5.11 hereof.
Section 5.13. Surety Bonds. The board of directors may require any officer or
agent of the Corporation to execute a bond (including, without limitation, any
bond required by applicable law, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder) to the Corporation in such sum
and with such surety or sureties as the board of directors may determine,
conditioned upon the faithful performance of his or her duties to the
Corporation, including responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his
hands.
ARTICLE VI -- EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section 6.1. Checks, Notes, Drafts, Etc. So long as the Corporation shall employ
a custodian to keep custody of the cash and securities of the Corporation, all
checks and drafts for the payment of money by the Corporation may be signed in
the name of the Corporation by the custodian. Promissory notes, checks or drafts
payable to the Corporation may be endorsed only to the order of the custodian or
its nominee and only by any two of the following: the treasurer, the president
or a co-president, a vice president (including executive and senior vice
presidents) or by such other person or persons as shall be authorized by the
board of directors, provided that no one person may sign in the capacity of two
such officers. Except as otherwise authorized by the board of directors, all
requisitions or orders for the assignment of securities standing in the name of
the custodian or its nominee, or for the execution of powers to transfer the
same,
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shall be signed in the name of the Corporation by any two of the following: the
president or a co-president, vice president (including executive and senior vice
presidents), treasurer or an assistant treasurer, provided that no one person
may sign in the capacity of two such officers.
Section 6.2. Voting of Securities. Unless otherwise ordered by the board of
directors, the president or a co-president, or any vice president (including
executive and senior vice presidents) shall have full power and authority on
behalf of the Corporation to attend and to act and to vote, or in the name of
the Corporation to execute proxies to vote, at any meeting of stockholders of
any company in which the Corporation may hold stock. At any such meeting such
officer shall possess and may exercise (in person or by proxy) any and all
rights, powers and privileges incident to the ownership of such stock. The board
of directors may by resolution from time to time confer like powers upon any
other person or persons in accordance with the laws of the State of Maryland.
ARTICLE VII -- CAPITAL STOCK
Section 7.1. Certificates of Stock. The interest of each stockholder of the
Corporation may be, but shall not be required to be, evidenced by certificates
for shares of stock in such form not inconsistent with the Charter as the board
of directors may from time to time authorize. No certificate shall be valid
unless it is signed in the name of the Corporation by a president or a
co-president or a vice president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer of the
Corporation and sealed with the seal of the Corporation, or bears the facsimile
signatures of such officers and a facsimile of such seal. In case any officer
who shall have signed any such certificate, or whose facsimile signature has
been placed thereon, shall cease to be such an officer (because of death,
resignation or otherwise) before such certificate is issued, such certificate
may be issued and delivered by the Corporation with the same effect as if he
were such officer at the date of issue.
The number of each certificate issued, the name and address of the person owning
the shares represented thereby, the number of such shares and the date of
issuance shall be entered upon the stock ledger of the Corporation at the time
of issuance.
Every certificate exchanged, surrendered for redemption or otherwise returned to
the Corporation shall be marked "canceled" with the date of cancellation.
Section 7.2. Transfer of Shares. Shares of the Corporation shall be transferable
on the books of the Corporation by the holder of record thereof (in person or by
his duly authorized attorney or legal representative) (a) if a certificate or
certificates have been issued, upon surrender duly endorsed or accompanied by
proper instruments of assignment and transfer, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require, or (b) as otherwise prescribed by the board of directors. Except as
otherwise provided in the Charter, the shares of stock of the Corporation may be
freely transferred, subject to the charging of customary transfer fees, and the
board of directors may, from time to time, adopt rules and regulations with
reference to the method of transfer of the shares of stock of the Corporation.
The Corporation shall be entitled to treat the holder of record of any share of
stock as the absolute owner thereof for all purposes, and accordingly shall not
be bound to recognize
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any legal, equitable or other claim or interest in such share on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law or the statutes of the State of
Maryland.
Section 7.3. Transfer Agents and Registrars. The board of directors may from
time to time appoint or remove transfer agents or registrars of transfers for
shares of stock of the Corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.
Section 7.4. Fixing of Record Date. The board of directors may fix in advance a
date as a record date for the determination of the stockholders entitled to
notice of or to vote at any stockholders meeting or any adjournment thereof, or
to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, provided that
(a) such record date shall be within 90 days prior to the date on which the
particular action requiring such determination will be taken, except that a
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time without further notice to a date not more than 120
days after the original record date; (b) the transfer books shall not be closed
for a period longer than 20 days; and (c) in the case of a meeting of
stockholders, the record date shall be at least 10 days before the date of the
meeting.
Section 7.5. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the board of directors or any officer authorized by the board may, in
its discretion, require the owner of the lost, stolen or destroyed certificate
(or his legal representative) to give the Corporation a bond or other indemnity,
in such form and in such amount as the board or any such officer may direct and
with such surety or sureties as may be satisfactory to the board or any such
officer, sufficient to indemnify the Corporation against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VIII -- CONFLICT OF INTEREST TRANSACTIONS
Section 8.1. Validity of Contract or Transactions. In the event that any officer
or director of the Corporation shall have any interest, direct or indirect, in
any other firm, association or corporation as officer, employee, director or
stockholder, no transaction or contract made by the Corporation with any such
other firm, association or corporation shall be valid unless such interest shall
have been disclosed or made known to all of the directors or to a majority of
the directors and such transaction or contract shall have been approved by a
majority of a quorum of directors, which majority shall consist of directors not
having any such interest or a majority of the directors in office, including
directors having such an interest.
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ARTICLE IX -- FISCAL YEAR AND ACCOUNTANT
Section 9.1. Fiscal Year. The fiscal year of the Corporation shall, unless
otherwise ordered by the board of directors, be twelve calendar months ending on
the 30th day of June.
ARTICLE X -- INDEMNIFICATION AND INSURANCE
Section 10.1. Indemnification of Officers, Directors, Employees and Agents. In
accordance with applicable law, including the Maryland General Corporation Law,
the Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
("Proceeding"), by reason of the fact that he or she is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, partner, trustee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against all reasonable expenses (including attorneys' fees) actually
incurred, and judgments, fines, penalties and amounts paid in settlement in
connection with such Proceeding to the maximum extent permitted by law, now
existing or hereafter adopted. Notwithstanding the foregoing, the following
provisions shall apply with respect to indemnification of the Corporation's
directors, officers, and investment manager (as defined in the 1940 Act):
(a) Whether or not there is an adjudication of
liability in such Proceeding, the
Corporation shall not indemnify any such
person for any liability arising by reason
of such person's willful misfeasance, bad
faith, gross negligence, or reckless
disregard of the duties involved in the
conduct of his or her office or under any
contract or agreement with the Corporation
("disabling conduct").
(b) The Corporation shall not indemnify any such person
unless:
(1) the court or other body before which the
Proceeding was brought (a) dismisses the
Proceeding for insufficiency of evidence of
any disabling conduct, or (b) reaches a
final decision on the merits that such
person was not liable by reason of disabling
conduct; or
(2) absent such a decision, a reasonable
determination is made, based upon a review
of the facts, by (a) the vote of a majority
of a quorum of the directors of the
Corporation who are neither interested
persons of the Corporation as defined in the
1940 Act, nor parties to the Proceeding, or
(b) if such quorum is not obtainable, or
even if obtainable, if a majority of a
quorum of directors described above so
directs, based upon a written opinion by
independent legal counsel, that such person
was not liable by reason of disabling
conduct.
(c) Reasonable expenses (including attorneys'
fees) incurred in defending a Proceeding
involving any such person will be paid by
the Corporation in advance
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of the final disposition thereof upon an
undertaking by such person to repay such
expenses unless it is ultimately determined
that he or she is entitled to
indemnification, if:
(1) such person shall provide
adequate security for his or her
undertaking;
(2) the Corporation shall be insured
against losses arising by reason
of such advance; or
(3) a majority of a quorum of the
directors of the Corporation who
are neither interested persons
of the Corporation as defined in
the 1940 Act, nor parties to the
Proceeding, or independent legal
counsel in a written opinion,
shall determine, based on a
review of readily available
facts, that there is reason to
believe that such person will be
found to be entitled to
indemnification.
Section 10.2. Insurance of Officers, Directors, Employees and Agents. The
Corporation may purchase and maintain insurance or other sources of
reimbursement to the extent permitted by law on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
partner, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or her and
incurred by him or her in or arising out of his position.
Section 10.3. Non-exclusivity. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Charter, these By-laws,
agreement, vote of stockholders or directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity while holding
such office.
Section 10.4. Amendment. Notwithstanding anything to the contrary herein, no
amendment, alteration or repeal of this Article or the adoption, alteration or
amendment of any other provisions to the Charter or these By-laws inconsistent
with this Article shall adversely affect any right or protection of any person
under this Article with respect to any act or failure to act which occurred
prior to such amendment, alteration, repeal or adoption.
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ARTICLE XI -- AMENDMENTS
Section 11.1. General. Except as provided in Section 11.2 of this Article XI,
all By-laws of the Corporation, whether adopted by the board of directors or the
stockholders, shall be subject to amendment, alteration or repeal, and new
By-laws may be made only by the affirmative vote of a majority of directors, at
any meeting the notice or waiver of notice of which shall have specified or
summarized the proposed amendment, alteration, repeal or new By-law. No
amendment of any Section of these By-laws shall be made by the stockholders of
the Corporation except as set forth in Section 11.2 of this Article XI.
Section 11.2. By Stockholders Only. No amendment of any section of these By-laws
shall be made except by the stockholders of the Corporation if the By-laws
provide that such section may not be amended, altered or repealed except by the
stockholders. From and after the issuance of any shares of the capital stock of
the Corporation no amendment, alteration or repeal of this Article XI shall be
made except by the stockholders of the Corporation.
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