SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c) or (ss.) 240.14a-12
Global Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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GLOBAL INCOME FUND, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of
Global Income Fund, Inc. (the "Fund") will be held at the offices of the Fund at
11 Hanover Square, New York, New York on Tuesday, November 28, 2000 at 8:00
a.m., for the following purposes:
1. To elect to the Board of Directors the Nominee, Robert D. Anderson, as
Class III Director, to serve for a five year term and until his successor
is duly elected and qualified.
2. To ratify the selection of Tait, Weller & Baker as the Fund's independent
auditors.
3. To change the classification of the Fund from a diversified investment
company to a non-diversified investment company.
Stockholders of record at the close of business on October 13, 2000 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
Monica Pelaez
Secretary
New York, New York
October 18, 2000
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PLEASE VOTE IMMEDIATELY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD.
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DELAY MAY CAUSE THE FUND TO INCUR ADDITIONAL EXPENSES TO SOLICIT
SUFFICIENT VOTES FOR THE MEETING.
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GLOBAL INCOME FUND, INC.
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 28, 2000
This Proxy Statement, dated October 18, 2000, is furnished in
connection with a solicitation of proxies by Global Income Fund, Inc. (the
"Fund") to be voted at the Annual Meeting of Stockholders of the Fund to be held
at the offices of the Fund at 11 Hanover Square, New York, New York on Tuesday,
November 28, 2000 at 8:00 a.m., and at any postponement or adjournment thereof
("Meeting") for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Stockholders of record at the close of business on
October 13, 2000 ("Record Date") are entitled to be present and to vote at the
Meeting. Stockholders are entitled to one vote for each Fund share held, and
fractional votes for each fractional Fund share held. Shares represented by
executed and unrevoked proxies will be voted in accordance with the
specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the Fund, which must indicate the stockholder's name. To be
effective, such revocation must be received prior to the Meeting. In addition,
any stockholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given. As of the Record Date,
the Fund had _____________ shares of common stock issued and outstanding.
Stockholders of the Fund will vote as a single class.
It is estimated that proxy materials will be mailed to stockholders of
record on or about October 20, 2000. The Fund's principal executive offices are
located at 11 Hanover Square, New York, New York 10005. COPIES OF THE FUND'S
MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE FUND AT 11 HANOVER SQUARE, NEW YORK, NEW YORK 10005, OR
BY CALLING TOLL-FREE 1-888-847-4200.
PROPOSAL 1: ELECTION OF DIRECTOR
The Fund's Board of Directors is divided into five classes with the
term of office of one class expiring each year. It is proposed that stockholders
of the Fund elect one Class III Director to serve for a five year term, and
until his successor is duly elected and qualified. The nominee currently serves
as a Director of the Fund. Unless otherwise noted, the address of record for the
Directors and officers below is 11 Hanover Square, New York, New York 10005. The
following table sets forth certain information concerning the nominee for Class
III Director of the Fund.
NAME, PRINCIPAL OCCUPATION, BUSINESS DIRECTOR YEAR TERM
EXPERIENCE FOR PAST FIVE YEARS, ADDRESS, AND AGE SINCE EXPIRES
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CLASS III:
ROBERT D. ANDERSON* - He is Vice Chairman of the Fund, 1999 2000
as well as the other investment companies in the
Investment Company Complex, and of Winmill & Co.
Incorporated ("WCI") and certain of its affiliates. He
also is Vice Chairman of the Investment Manager. He was
a member of the Board of Governors of the Mutual Fund
Education Alliance, and of its predecessor, the No-Load
Mutual Fund Association. He has also been a member of
the District #12, District Business Conduct and
Investment Companies Committees of the NASD. He was
born on December 7, 1929.
*Mr. Anderson is an "interested person" because he is an "affiliated person"
as defined in the Investment Company Act of 1940, as amended (the "1940 Act").
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the nominee listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for the nominee. It is not contemplated that the nominee will be unable to serve
as a Director for any reason, but if that should occur prior to the Meeting, the
proxy holders reserve the right to substitute another person of their choice as
nominee. The nominee listed above has consented to being named in this Proxy
Statement and has agreed to serve as a Director if elected.
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The Board of Directors has adopted a written charter for the audit
committee, included as an appendix to this proxy statement. The Fund has an
audit committee comprised of Robert D. Anderson, George B. Langa, and Peter K.
Werner, the function of which is routinely to review financial statements and
other audit-related matters as they arise throughout the year. 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. Mr. Winmill is an "interested person" because he is an
"affiliated person" as defined in the 1940 Act. The Fund has no standing
nominating or compensation committee or any committee performing similar
functions.
Information relevant to the Continuing Directors is set forth below.
Each Director who is deemed to be an "interested person" because he is an
"affiliated person" as defined in the 1940 Act is indicated by an asterisk.
NAME, PRINCIPAL OCCUPATION, BUSINESS DIRECTOR YEAR TERM
EXPERIENCE FOR PAST FIVE YEARS, ADDRESS, AND AGE SINCE EXPIRES
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CLASS I:
PETER K. WERNER - He is Director of Communications 1997 2003
since May 1997, and from July 1996 to May 1997 Director
of Admissions, of The Governor Dummer Academy. From
September 1995 to June 1996, he attended Wesleyan
University in the graduate program in liberal studies.
From March 1993 to August 1995, he was Director of
Annual Giving and Alumni Relations at The Williston
Northampton School. From January 1991 to February 1993,
he was Vice President--Money Market Trading at Lehman
Brothers. His address is The Governor Dummer Academy, 1
Elm Street, Byfield, Massachusetts 01922. He was born
on August 16, 1959.
CLASS II:
GEORGE B. LANGA -- He is President of Langa Communications 1997 2004
Corp., a multi-media production company. His address is
2 La Grange Avenue #209, Poughkeepsie, New York 12603.
He was born on August 31, 1962.
CLASS IV:
THOMAS B. WINMILL* -- He is President, Chief Executive 1997 2001
Officer, and General Counsel of the Fund, as well as
the other investment companies in the Investment
Company Complex, and of WCI and certain of its
affiliates. He also is President of the Investment
Manager. He is a member of the New York State Bar and
the SEC Rules Committee of the Investment Company
Institute. He is a son of Bassett S. Winmill, the
Chairman of the Board of the Fund. His address is 11
Hanover Square, New York, New York 10005. He was born
on June 25, 1959.
CLASS V:
BASSETT S. WINMILL* -- He is Chairman of the Board of the 1997 2002
Fund, as well as other investment companies in the
Investment Company Complex, and of WCI. He is a member
of the New York Society of Security Analysts, the
Association for Investment Management and Research, and
the International Society of Financial Analysts. He is
the father of Thomas B. Winmill, the President, Chief
Executive Officer, and General Counsel of the Fund. His
address is 11 Hanover Square, New York, New York 10005.
He was born on February 10, 1930.
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The executive officers, other than those who serve as Directors, and
their relevant biographical information are set forth below:
MINJA FLEER, CPA - Vice President. She is Vice President of the other
investment companies in the Investment Company Complex, and Treasurer and Chief
Accounting Officer of the Investment Manager and its affiliates. Prior to 1998,
she was an accountant at Armat Co. She was born on December 25, 1957.
LEONA LEUNG - Treasurer and Chief Accounting Officer. She also is
Treasurer and Chief Accounting Officer of the other investment companies in the
Investment Company Complex, and Assistant Treasurer of the Investment Manager
and its affiliates. Prior to 1996, she was a staff accountant at Mendelsohn Kary
Bell & Natoli, P.C. She was born on August 24, 1971.
MONICA PELAEZ - Vice President, Secretary and Chief Compliance Officer.
She also is Vice President, Secretary and Chief Compliance Officer of the other
investment companies in the Investment Company Complex, and the Investment
Manager and certain of its affiliates. Previously, she was Special Assistant
Corporation Counsel to New York City Administration for Children's Services from
1998 to 2000 and an attorney with Piper & Marbury LLP in 1998 and Debevoise &
Plimpton in 1997. She earned her Juris Doctor from St. John's University School
of Law in 1997. She is a member of the New York State Bar. She was born on
November 5, 1971.
The address of each executive officer of the Fund is 11 Hanover Square,
New York, New York 10005.
The following table presents certain information regarding the
beneficial ownership of the Fund's shares as of the Record Date by each officer
and Director of the Fund owning shares on such date. In each case, such amount
constitutes less than 1% of the Fund's outstanding shares.
NAME OF OFFICER OR DIRECTOR NUMBER OF SHARES
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Robert D. Anderson
Minja Fleer
George B. Langa
Leona Leung
Monica Pelaez
Peter K. Werner
Bassett S. Winmill
Thomas B. Winmill
WCI and its subsidiaries, of which Bassett S. Winmill may be deemed a
controlling person, also own in the aggregate ________ Fund shares. Mr. Winmill
disclaims beneficial ownership of such shares.
The Fund pays its Directors who are not "interested persons" of the
Fund an annual retainer of $____ , and a per meeting fee of $____, and
reimburses them for their meeting expenses. The Fund also pays such Directors
$250 per special telephonic meeting attended and per committee meeting attended.
The Fund does not pay any other remuneration to its executive officers and
Directors, and the Fund has no bonus, pension, profit-sharing or retirement
plan. The Fund had ___ Board meetings, one audit committee meeting, and no
executive committee meetings during the Fund's most recently completed full
fiscal year ended June 30, 1999. The Fund had ___ Board meetings, one audit
committee meeting, and no executive committee meetings during the Fund's most
recently completed fiscal period, ended December 31, 1999. Each Director
attended all Board and committee meetings held during such periods during the
time such Director was in office. For each such periods, the aggregate amount of
compensation paid to the nominee by the Fund and by the other four investment
companies advised by CEF Advisers, Inc. (the "Investment Manager"), the Fund's
investment adviser, and its affiliates (collectively, the "Investment Company
Complex") for which such nominee is a Board member was $0.
The aggregate amount of compensation paid to each continuing Director
by the Fund and by all other funds in the Investment Company Complex for which
such continuing Director is a Board Member (the number of which is set forth in
parenthesis next to the continuing Director's name) for the fiscal year ended
June 30, 1999 and for the fiscal period ended December 31, 1999, was as follows:
AGGREGATE COMPENSATION FROM THE
FUND
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FISCAL YEAR FISCAL PERIOD
NAME OF CONTINUING DIRECTOR ENDED JUNE 30, ENDED DECEMBER
(THE NUMBER OF OTHER FUNDS) 1999 31, 1999
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George B. Langa (0) $___
Peter K. Werner (0) $___
Bassett S. Winmill (5) $0
Thomas B. Winmill (8) $0
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TOTAL COMPENSATION FROM FUND AND
INVESTMENT COMPANY COMPLEX PAID
TO CONTINUING DIRECTOR
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FISCAL YEAR FISCAL PERIOD
NAME OF CONTINUING DIRECTOR ENDED JUNE 30, ENDED DECEMBER
(THE NUMBER OF OTHER FUNDS) 1999 31, 1999
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George B. Langa (0) $____
Peter K. Werner (0) $____
Bassett S. Winmill (5) $0
Thomas B. Winmill (8) $0
The Investment Manager, located at 11 Hanover Square, New York, New
York 10005, is a wholly-owned subsidiary of WCI, a publicly-owned company whose
securities are listed on The Nasdaq Stock Market. During the fiscal year ended
June 30, 1999 and for the fiscal period ended December 31, 1999, the Fund paid
the Investment Manager investment management fees of $______. Bassett S.
Winmill, a Director of the Fund, may be deemed a controlling person of WCI on
the basis of his ownership of 100% of WCI's voting stock and, therefore, a
controlling person of the Investment Manager. Since the beginning of the Fund's
most recently completed fiscal year, Robert D. Anderson, Bassett S. Winmill, and
Thomas B. Winmill received from WCI, respectively, ____ , _____, and _____
incentive stock options to purchase shares of WCI's Class A common stock at,
respectively, $_____, $____, and $_____ per share. These options expire after
five years.
AUDIT COMMITTEE REPORT
The audit committee has: (i) reviewed and discussed the audited
financial statements with management; (ii) discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61; and (iii) received from the auditors disclosures regarding the auditors'
independence required by Independence Standards Board Standard No. 1, and
discussed with the auditors the auditors' independence. Based on these review
and discussions, the audit committee recommended to the Board of Directors that
the audited financial statements be included in the Fund's annual report to
shareholders for the last fiscal period for filing with the SEC.
Audit Committee Members: Robert D. Anderson, George B. Langa, and Peter
K. Werner
STATEMENT REGARDING COMPOSITION OF AUDIT COMMITTEE
The rules of the American Stock Exchange ("AMEX rules") require that
the Fund have an audit committee comprised solely of independent directors. The
Fund's audit committee is comprised of Robert D. Anderson, George B. Langa, and
Peter K. Werner. Mr. Anderson would be deemed to be non-independent under the
AMEX rules by virtue of being a former officer of the Fund and by virtue of his
relationship with CEF, the Investment Manager of the Fund. However, the board of
directors has determined that Mr. Anderson's membership on the audit committee
is required by the best interests of the Fund and its shareholders, for the
following reasons:
1. In view of the current composition of the board of directors of the Fund,
to constitute the Audit Committee with at least three independent directors
would require the search, recruitment, appointment, orientation, and
payment of another independent director and expansion of the current board,
which presents an onerous burden on the efficient administration of the
Fund.
2. The relative small size of the Fund makes it comparable to small business
filers that file reports under SEC Regulation S-B, which are required by
AMEX rules to have audit committees comprised of at least two members, only
a MAJORITY of whom must be independent.
3. An outside, independent agent - State Street - determines daily: (1) a net
asset value per share for the Fund to the penny (unaudited); and (2) that
substantially all of the assets of the Fund are investment securities for
which reliable market quotations are typically available.
4. Investment companies, such as the Fund, are fundamentally different from
public operating companies. Unlike operating companies, the assets of the
Fund consist exclusively of investment securities and there is little or no
opportunity to "manage" earnings or results through selective application
of accounting policies. Thus, it is of somewhat lesser value to an
investment company that its entire audit committee consist of independent
directors.
5. The Fund is subject to the stringent regulatory scheme of the 1940 Act that
adequately protects against the abuses the three independent director rule
is designed to address. The 1940 Act requires, among other things, that at
least 40 percent of the directors on closed end fund boards be independent
of fund management, and the 1940 Act's definition of "independence" is
stricter than the one set forth in the AMEX rules.
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6. Although Mr. Anderson is a director, Vice Chairman and a substantial holder
of the non-voting stock of the parent of CEF, Winmill & Co. Incorporated,
he has recently resigned as a director and officer of CEF and from the
office of Vice Chairman of the Fund.
7. While Mr. Anderson has been an officer in title with the Fund, he has never
been a paid employee of, or accepted any compensation from, the Fund, nor
has he had any relationship with the Fund that would disqualify him from
independent director status under the AMEX rules, other than through the
Fund's investment management agreements with CEF.
8. Mr. Anderson is currently a director of several investment companies within
the Investment Company Complex and has over 30 years of experience with
investment company accounting issues. Mr. Anderson has demonstrated and
currently affirms that in accordance with AMEX rules he is able to read and
understand fundamental financial statements, including a company's balance
sheet, income statement, and cash flow statement and his past employment
experience in finance and accounting and other comparable experience or
background has resulted in his financial sophistication, including being or
having been a senior officer with financial oversight responsibilities.
VOTE REQUIRED
Inasmuch as the election of the nominee was approved by the vote of a
majority of the Board of Directors, the election of the nominee requires the
affirmative vote of a plurality of the votes cast at the Meeting.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEE.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Fund's independent auditors be selected
by a majority of those Directors who are not "interested persons" (as defined in
the 1940 Act) of the Fund; that such selection be submitted for ratification or
rejection at the Meeting; and that the employment of such independent auditors
be conditioned upon the right of the Fund, by vote of a majority of its
outstanding voting securities at any meeting called for that purpose, to
terminate such employment forthwith without penalty. The Fund's Board of
Directors, including a majority of those Directors who are not "interested
persons," approved the selection of Tait, Weller & Baker for the fiscal period
commencing January 1, 2000 at a Board meeting held on March 8, 2000.
Accordingly, the selection by the Fund's Board of Tait, Weller & Baker as
independent auditors for the fiscal period commencing January 1, 2000 is
submitted to stockholders for ratification or rejection. Apart from its fees
received as independent auditors, neither Tait, Weller & Baker nor any of its
partners has a direct, or material indirect, financial interest in the Fund or
the Investment Manager. Tait, Weller & Baker has acted as independent auditors
of the Fund since its organization, and acts as independent auditors of WCI. The
Fund's Board believes that the continued employment of the services of Tait,
Weller & Baker, as described herein, is in the best interests of the Fund. A
representative of Tait, Weller & Baker is expected to be present at the Meeting,
will have the opportunity to make a statement, and will be available to respond
to appropriate questions.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF TAIT,
WELLER & BAKER AS INDEPENDENT AUDITORS OF THE FUND.
PROPOSAL 3: TO CHANGE THE CLASSIFICATION OF THE FUND FROM A DIVERSIFIED TO
A NON-DIVERSIFIED INVESTMENT COMPANY
The Fund currently is classified as a "diversified" investment company.
A diversified investment company is required by the 1940 Act generally to limit
its investment, with respect to 75% of its total assets, to not more than 5% of
such assets in the securities of a single issuer and to not more than 10% of the
outstanding voting securities of such issuer.
By approving the Proposal, stockholders would authorize the
reclassification of the Fund as a "non-diversified" investment company, which
means that the portion of the Fund's assets that may be invested in the
securities of a single issuer would not be limited by the 1940 Act. Management
of the Fund believes that changing the classification of the Fund from a
diversified to a non-diversified investment company would give the Investment
Manager more flexibility to focus the Fund's investments in companies that it
views as offering the best opportunities to achieve the Fund's investment
objective. If the Proposal is approved, a relatively high percentage of the
Fund's assets then could be invested in the securities of a limited number of
issuers and in more than 10% of the outstanding voting securities of issuers,
including small capitalization companies and private companies. Therefore, the
Fund's net asset value per share would be more sensitive to changes in the
market value of a single issuer and its portfolio could be less liquid.
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The Fund, however, currently intends to continue to conduct its
operations so as to qualify as a "regulated investment company" for purposes of
the Internal Revenue Code ("Code"), which currently requires that, at the end of
each QUARTER of the taxable year, (i) at least 50% of the market value of the
Fund's total assets be invested in cash, U.S. Government securities, the
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Fund's total
assets, and (ii) not more than 25% of the value of its total assets be invested
in the securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies). Compliance with the
Code's requirements to qualify as a "regulated investment company" is not
necessary except at the end of each quarter of the taxable year and, in any
event, there can be no assurance that the Fund will so qualify as a "regulated
investment company" for purposes of the Code.
The change in the Fund's status from diversified to non-diversified is
being proposed to allow the Investment Manager more flexibility in determining
the size of the Fund's investments. Subject to the foregoing discussion, if the
Fund becomes non-diversified, the Fund, with respect to 50% of its assets, will
be able to invest over 5% of its assets in a single issuer. Currently, as a
diversified investment company, the Fund may invest over 5% of its assets in any
one issuer, but only with respect to 25% of its assets. Thus, a change in status
from diversified to non-diversified would enable the Fund generally to commit
larger portions of its assets to a limited number of investments deemed
attractive by the Investment Manager. The change from diversified to
non-diversified would increase the Fund's investment risk. To the extent that a
non-diversified company invests in fewer issuers than a diversified company, the
performance of any one portfolio security is likely to have a greater impact on
the performance of a non-diversified company than would be the case for a
diversified company.
CORRESPONDING CHANGES IN INVESTMENT RESTRICTIONS
If this Proposal is approved by stockholders, the Fund's current
Investment Restriction numbered 1 will be deleted. This Investment Restriction
currently provides as follows: "[The Fund may not:] 1. Purchase a security if,
as a result, more than 5% of the Fund's total assets would be invested in the
securities of any one issuer or the Fund would own or hold 10% of the
outstanding securities of that issuer, except that up to 25% of the Fund's total
assets may be invested without regard to this limitation and provided that this
limitation does not apply to securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities or securities of other investment
companies." Current Investment Restrictions numbered 2 - 7 will be renumbered 1
- 6.
VOTE REQUIRED AND THE BOARD'S RECOMMENDATION
Approval of this Proposal requires the affirmative vote of (a) 67% of
the Fund's outstanding voting securities present at the Meeting, if the holders
of more than 50% of the Fund's outstanding voting securities are present in
person or represented by proxy or (b) more than 50% of the Fund's outstanding
voting securities, whichever is less.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 3 TO CHANGE THE CLASSIFICATION
OF THE FUND FROM A DIVERSIFIED INVESTMENT COMPANY TO A NON-DIVERSIFIED
INVESTMENT COMPANY.
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ADDITIONAL INFORMATION
A quorum is constituted with respect to the Fund by the presence in
person or by proxy of the holders of a majority of the outstanding shares of the
Fund entitled to vote at the Meeting. In the event that a quorum is not present
at the Meeting, or if a quorum is present but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting the following factors may be
considered: the nature of the proposals that are the subject of the Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation, and the information to be provided
to stockholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. A stockholder vote may be taken for one or more of the proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "for" a Proposal in favor of any
adjournment, and will vote those proxies required to be voted "against" a
Proposal against any adjournment. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote, represents a broker
"non-vote" (that is, a proxy from a broker or nominee indicating that such
person has not received instructions from the beneficial owner or other person
entitled to vote shares of the Fund on a particular matter with respect to which
the broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares represented thereby
will be considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Under Maryland law,
abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining "votes cast" on an issue. Abstentions, however, will
have the effect of a "no" vote for the purpose of obtaining requisite approval
for Proposals 2 and 3.
In addition to the use of the mails, proxies may be solicited
personally, by telephone, or by other means, and the Fund may pay persons
holding its shares in their names or those of their nominees for their expenses
in sending soliciting materials to their principals. The Fund will bear the cost
of soliciting proxies. In addition, the Fund will retain D.F. King & Co., Inc.
("D.F. King"), 77 Water Street, 20th Floor, New York, NY 10005, to solicit
proxies on behalf of its Board for a fee estimated at $____,000 plus expenses,
primarily by contacting stockholders by telephone and telegram. Authorizations
to execute proxies may be obtained by telephonic instructions in accordance with
procedures designed to authenticate the stockholder's identity. In all cases
where a telephonic proxy is solicited, the stockholder will be asked to provide
his or her address, social security number (in the case of an individual) or
taxpayer identification number (in the case of an entity) or other identifying
information and the number of shares owned and to confirm that the stockholder
has received the Fund's Proxy Statement and proxy card in the mail. Within 48
hours of receiving a stockholder's telephonic voting instructions and prior to
the Meeting, a confirmation will be sent to the stockholder to ensure that the
vote has been taken in accordance with the stockholder's instructions and to
provide a telephone number to call immediately if the stockholder's instruction
are not correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact D.F. King toll-free at 1-800-431-9646. 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.
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<PAGE>
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 by ________, 2000 pursuant to Rule
14a-4(c)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act").
The deadline for submitting shareholder proposals for inclusion in the Fund's
proxy statement and form of proxy for the Fund's next annual meeting is ______,
2001 pursuant to Rule 14a-8(e)2 of the 1934 Act. The date after which notice of
a shareholder proposal submitted outside the processes of Rule 14a-8 under the
1934 Act is considered untimely is ________, 2001. In addition, for a nomination
to be made by a stockholder or for any other business to be properly brought
before the annual meeting by a stockholder, such stockholder must have given
timely notice thereof in proper written form to the Secretary of the Company in
the manner set forth in the Company's By-laws. As of the date hereof, the
Company's By-laws provide that 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 mailing date of
the notice of the preceding year's annual meeting; 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 (60) 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 that provision, 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 1934 Act or
pursuant to Section 30 (or the rules or regulations thereunder) of the 1940 Act.
To the knowledge of the management of the Fund, no person beneficially
owned more than 5% of the outstanding shares of the Fund as of the Record Date.
As set forth in the Fund's Articles of Incorporation, any action
submitted to a vote by stockholders requires the affirmative vote of at least
eighty percent (80%) of the outstanding shares of all classes of voting stock,
voting together, in person or by proxy at a meeting at which a quorum is
present, unless such action is previously approved by the vote of a majority of
the Continuing Directors, in which case such action requires (A) if applicable,
the proportion of votes required by the 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.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at its principal executive offices, to the
attention of Monica Pelaez, Secretary, 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.
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<PAGE>
APPENDIX
AUDIT COMMITTEE CHARTER
1. The Audit Committee shall consist of all Board members who are "independent
directors" in accordance with the American Stock Exchange rules and, only
to the extent necessary so that the Committee consists of at least three
members, other directors.
2. The purposes of the Audit Committee are:
a. to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
b. to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
c. to act as a liaison between the Fund's independent auditors and the
full Board of Directors.
The function of the Audit Committee is oversight. The Fund's management
is responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The auditors are responsible for
planning and carrying out a proper audit and reviews. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Fund and are not, and do not represent
themselves to be, accountants or auditors by profession or experts in the fields
of accounting or auditing. As such, it is not the duty or responsibility of the
Audit Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures. Each member of the Audit Committee
shall be entitled to rely on (i) the integrity of those persons and
organizations within and outside the Fund from which it receives information and
(ii) the accuracy of the financial and other information provided to the Audit
Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Fund's Board). In addition,
the evaluation of the Fund's financial statements by the Audit Committee is not
of the same quality as audits performed by the independent accountants, nor does
the Audit Committee's evaluation substitute for the responsibilities of the
Fund's management for preparing, or the independent accountants for auditing,
the financial statements.
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
a. to recommend the selection, retention or termination of auditors and,
in connection therewith, to evaluate the independence of the auditors,
including whether the auditors provide any consulting services to the
Fund's investment adviser (it being understood that the auditors are
ultimately accountable to the Audit Committee and the Fund's Board and
that the Audit Committee and the Fund's Board shall have the ultimate
authority and responsibility to select, evaluate, retain and terminate
auditors, subject to any required stockholder vote);
b. to ensure receipt of a formal written statement from the auditors on a
periodic basis specifically delineating all relationships between the
auditors and the Fund; to discuss with the auditors any disclosed
relationships or services that may impact the auditors' objectivity
and independence; and to take, or recommend that the full Board take,
appropriate action to oversee the independence of the auditors;
c. to meet with the Fund's auditors, including private meetings, as
necessary (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments
to such statements recommended by the auditors, or other results of
said audit(s); and (iii) to consider the auditors' comments with
respect to the Fund's financial policies, procedures and internal
accounting controls and management's responses thereto;
d. to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;
e. to review the fees charged by the auditors for audit and non-audit
services;
f. to investigate improprieties or suspected improprieties in Fund
operations; and
g. to report its activities to the full Board on a periodic basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate.
A-1
<PAGE>
4. The Audit Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.
5. The Audit Committee shall regularly meet with the Fund's management,
including financial personnel.
6. The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund,
7. The Audit Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board shall also
review and approve this Charter at least annually.
8. The Fund shall provide the American Stock Exchange ("AMEX") written
confirmation regarding:
a. the adoption of this formal written Charter and the Audit Committee's
annual review and reassessment of the adequacy of this Charter;
b. the composition of the Audit Committee consisting of at least three
members and the number of independent directors;
c. any determination that the Fund's Board has made regarding the
independence of directors pursuant to the AMEX rules or applicable
law;
d. the financial literacy of the Audit Committee members as provided in
the AMEX rules; and
e. the determination that at least one of the Audit Committee members has
accounting or related financial management expertise as provided in
the AMEX rules.
A-2
<PAGE>
GLOBAL INCOME FUND, INC. PROXY/VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE FUND'S BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS ON NOVEMBER 28, 2000, AND AT ANY POSTPONEMENT
OR ADJOURNMENT THEREOF.
The undersigned stockholder of Global Income Fund, Inc. (the "Fund") hereby
appoints Thomas B. Winmill and Monica Pelaez and each of them, the attorneys and
proxies of the undersigned, with full power of substitution in each of them, to
attend the Annual Meeting of Stockholders to be held held at the offices of the
Fund at 11 Hanover Square, New York, New York on Tuesday, November 28, 2000 at
8:00 a.m., and at any postponement or adjournment thereof ("Meeting") to cast on
behalf of the undersigned all votes that the undersigned is entitled to cast at
the Meeting and otherwise to represent the undersigned at the Meeting with all
of the powers the undersigned possesses and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
proposals, as more fully described in the proxy statement for the Meeting. The
undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and
the accompanying Proxy Statement and revokes any proxy heretofore given for the
Meeting. IF NO DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR ALL PROPOSALS AND
IN THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
MEETING.
Sign here as name(s) appear to the left.
-------------------------
-------------------------
Signature(s) should be exactly as name or names appearing on
this form. Please sign this proxy and return it promptly
whether or not you plan to attend the Meeting. If signing
for a corporation or partnership or as agent, attorney or
fiduciary, indicate the capacity in which you are signing.
If you do attend the Meeting and decide to vote by ballot,
such vote will supersede proxy
Dated: , 2000
------------------------------
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
YOUR VOTE IS IMPORTANT! PLEASE SIGN AND DATE THE PROXY/VOTING INSTRUCTIONS CARD
ABOVE AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR OTHERWISE
TO GLOBAL INCOME FUND, INC. C/O BOSTON EQUISERVE, P.O. BOX 9391, BOSTON, MA
02205-9969 SO THAT YOUR SHARES CAN BE REPRESENTED AT THE MEETING.
<PAGE>
GLOBAL INCOME FUND, INC. PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE: [x]
PLEASE SIGN, DATE AND RETURN THIS PROXY/VOTING INSTRUCTIONS CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. IF NO DIRECTION IS GIVEN ON A PROPOSAL, THE
PROXIES WILL VOTE FOR THE PROPOSAL, IN ACCORDANCE WITH THE FUND BOARD'S
RECOMMENDATIONS.
1. To elect to the Board of Directors the Nominee, Robert D. Anderson, as
Class III Director, to serve for a five year term and until his successor
is duly elected and qualified.
[ ] FOR the Nominee [ ] WITHHOLD authority for
the Nominee
2. To ratify the selection of Tait, Weller & Baker as the Fund's independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To change the classification of the Fund from a diversified investment
company to a non-diversified investment company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE
MAILING.
PROXY TO BE SIGNED AND DATED ON THE REVERSE SIDE.
