SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c) or (ss.)
240.14a-12
Global Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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 2003 Annual Meeting of Stockholders of
Global Income Fund, Inc. (the "Fund") will be held at the American Stock
Exchange, 86 Trinity Place, 14th Floor, New York, New York on Thursday,
September 4, 2003 at 10:00 a.m., local time, for the following purpose:
1. To elect to the Board of Directors the Nominee, Peter K. Werner, as Class I
Director, to serve for a five year term and until his successor is duly
elected and qualifies.
Stockholders of record at the close of business on July 2, 2003 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
July 23, 2003
Please Vote Immediately by Signing and Returning the Enclosed Proxy Card.
Delay may cause the Fund to incur additional expenses to solicit votes for the
meeting.
GLOBAL INCOME FUND, INC.
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held September 4, 2003
This Proxy Statement, dated July 23, 2003, is furnished in connection with
a solicitation of proxies by the Board of Directors of the Global Income Fund,
Inc. (the "Fund") to be voted at the 2003 Annual Meeting of Stockholders of the
Fund to be held at the American Stock Exchange, 86 Trinity Place, 14th Floor,
New York, New York on Thursday, September 4, 2003 at 10:00 a.m., and at any
postponement or adjournment thereof ("Meeting") for the purpose set forth in the
accompanying Notice of Annual Meeting of Stockholders. Only stockholders of
record at the close of business on July 2, 2003 ("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 instructions on the Proxy Card. A stockholder may revoke a proxy by
delivering to the Fund a signed proxy with a date later than the previously
delivered proxy or by sending a written revocation to the Fund. To be effective,
such revocation must be received prior to the Meeting. In addition, any
stockholder who attends the Meeting in person may vote by ballot at the Meeting,
thereby canceling any proxy previously given. As of the Record Date, the Fund
had 5,525,073.706 shares of common stock issued and outstanding. Stockholders of
the Fund vote as a single class.
It is estimated that proxy materials will be mailed to stockholders as of
the Record Date, on or about July 25, 2003. The Fund's principal executive
offices are located at 11 Hanover Square, New York, New York 10005. Copies of
the Fund's most recent Annual and Semi-Annual Reports are available without
charge upon written request to the Fund at 11 Hanover Square, New York, New York
10005, or by calling toll-free 1-800-937-5449.
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. At the Board of Directors meeting held
on June 11, 2003, the Board approved the nomination of Peter K. Werner to serve
as a director in Class I for a five year term and until his successor is duly
elected and qualifies. The nominee will be elected by a plurality of the votes
cast at the Meeting. The nominee currently serves as a Director of the Fund.
Unless otherwise noted, the address of record for the Directors and officers is
11 Hanover Square, New York, New York 10005. The following table sets forth
certain information concerning the nominee for Class I Director of the Fund.
Number of
Portfolios in
Investment Other
Name, Principal Occupation, Business Company Complex Directorships
Experience for Past Five Years, Director Overseen by held by
Address, and Age Since Director Director
- ---------------------------------------- -------------- ------------------------ -------------------
Non-interested Nominee:
Class I:
PETER K. WERNER - Since 1996 he has 2002 2 0
taught and directed many programs at
The Governor Dummer Academy. Previously
he was Vice President of Money Market
Trading at Lehman Brothers. He was born
on August 16, 1959.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEE.
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The following table sets forth certain information concerning the other
Directors currently serving on the Board of the Fund. Each Director who is
deemed to be an "interested person" because he is an "affiliated person" as
defined in the Investment Company Act of 1940, as amended (the "1940 Act") is
indicated by an asterisk.
Number of Portfolios
Name, Principal Occupation, Business in Investment
Experience for Past Five Years, Address, Director Company Complex Other Directorships
and Age Since Overseen by Director held by Director
- ------------------------------------------- ------------------ ----------------------------- ----------------------------
Non-interested Directors:
Class II:
GEORGE B. LANGA- He is President and CEO 1997 2 0
of Langa Communications Corp., a niche
marketing company that he founded in 1986.
He is currently Chairman of the Board for
The Foundation of Hudson Valley Libraries.
He was born on August 31, 1962.
Class III:
DAVID R. STACK - He is a partner with the 2002 2 0
law firm of McLaughlin & Stern, LLP. He
was born on January 24, 1957.
Interested Directors:
Class IV:
THOMAS B. WINMILL* - He is President, 1997 5 Winmill & Co.
Chief Executive Officer, and General Counsel Incorporated, Bexil
of the Fund, as well as the other investment Corporation, Tuxis
companies (collectively, the "Investment Corporation, and
Company Complex") advised by CEF Advisers, Golden Cycle Gold
Inc. (the "Investment Manager") and its Corporation
affiliates, and of Winmill & Co. Incorporated
("WCI"). 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 was born
on June 25, 1959.
Class V:
BASSETT S. WINMILL* - He is Chairman of 1997 1 Winmill & Co.
the Board of the Fund, as well as certain Incorporated, Bexil
other investment companies in the Investment Corporation, and Tuxis
Company Complex advised by the Investment Corporation
Manager and its affiliates, 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 was born on
February 10, 1930.
* He is an "interested person" of the Fund as defined in the 1940 Act due to his
affiliation with the Investment Manager. Bassett S. Winmill, Chairman of the
Board of the Fund, is the father of Thomas B. Winmill, the President, Chief
Executive Officer, and General Counsel of the Fund.
The persons named in the accompanying form of proxy intend to vote each
such proxy FOR the election of the nominee listed above, unless a stockholder
specifically indicates on a proxy the desire to withhold authority to vote for
the nominee. It is not contemplated that the nominee will be unable to serve as
a Director for any reason, but if that should occur prior to the Meeting, the
proxy holders reserve the right to substitute another person or persons of their
choice as nominees. 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 Fund has an audit committee, the function of which is routinely to
review financial statements and other audit- related matters as they arise
throughout the year. The Fund has an executive committee comprised of Thomas B.
Winmill, the function of which is to exercise the powers of the Board of
Directors between meetings of the Board to the extent permitted by law to be
delegated and not delegated by the Board to any other committee. The Fund has a
committee of Continuing Directors to take such actions as are required by the
Charter and Bylaws of the Fund. 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.
Unless otherwise noted, the address of record for the officers is 11
Hanover Square, New York, New York 10005. The executive officers, other than
those who serve as Directors, and their relevant biographical information are
set forth below:
Name and Age Principal Occupation During Past 5 years
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William G. Vohrer Chief Accounting Officer, Chief Financial
Born on August 17, 1950 Officer, Treasurer and Vice President
since 2001. He also is Chief Accounting
Officer, Chief Financial Officer,
Treasurer and Vice President of the other
investment companies in the Investment
Company Complex, the Investment Manager
and WCI and its affiliates. From 1999 to
2001, he consulted on accounting matters.
Prior to 1999, he was Chief Financial
Officer and Financial Operations
Principal for Nafinsa Securities, Inc., a
Mexican securities broker/dealer.
Marion E. Morris Senior Vice President since 2000. She is
Born on June 17, 1945 also a Senior Vice President of the other
investment companies in the Investment
Company Complex, the Investment Manager
and WCI and its affiliates. She is
Director of Fixed Income and a member of
the Investment Policy Committee of the
Investment Manager. From 1997 to 2000,
she acted as general manager of Michael
Trapp, a landscape designer. Previously,
she served as Vice President of Salomon
Brothers, The First Boston Corporation,
and Cantor Fitzgerald.
Monica Pelaez Vice President, Secretary and Chief
Born on November 5, 1971 Compliance Officer since 2000. She also
is Vice President, Secretary and Chief
Compliance Officer of the other
investment companies in the Investment
Company Complex, the Investment Manager,
and WCI and its affiliates. Previously,
she was Special Assistant Corporation
Counsel to New York City Administration
for Children's Services from 1998 to
2000. 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.
The following table sets forth information regarding the beneficial
ownership of the Fund's outstanding shares as of the Record Date by (i) each
director, nominee and executive officer and (ii) all directors and executive
officers as a group.
Name of Director, Nominee or Officer Number of Shares Percent of Outstanding Shares
- ------------------------------------- ----------------------------- ------------------------------------
Non-interested Nominee:
Peter K. Werner 507.48 **
Non-interested Directors:
George B. Langa 144.00 **
David R. Stack None **
Interested Directors:
Bassett S. Winmill 3,247.39 **
Thomas B. Winmill 295.188 **
Officers:
Marion E. Morris None **
Monica Pelaez None **
William G. Vohrer None **
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Total shares held by directors and officers 4,194.058 **
as a group ========= ==
** Less than 1% of the outstanding shares
To the knowledge of the Fund's management, as of the date of the proxy
statement, no stockholder beneficially owned 5% or more of the outstanding
shares of the Fund.
The following table sets forth information describing the dollar range of
equity securities beneficially owned by each Director and nominee of the Fund
and, on an aggregate basis, the Investment Company Complex as of the Record
Date:
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Dollar Range of Equity Companies Overseen by Director in
Name of Director or Nominee Securities in the Fund Investment Company Complex
- ------------------------------ ------------------------------- -------------------------------------------
Non-interested Nominee:
Peter K. Werner $1-$10,000 $1-$10,000
Non-interested Directors:
George B. Langa $1-$10,000 $1-$10,000
David R. Stack None $1-$10,000
Interested Directors:
Bassett S. Winmill $10,001-$50,000 over $100,000
Thomas B. Winmill $1-$10,000 $50,001-$100,000
Currently, the Fund pays its Directors who are not "interested persons" or
affiliated with the Investment Manager, an annual retainer of $2,000, and a per
meeting fee of $2,500, and reimburses them for their meeting expenses. The Fund
also pays such Directors $250 per special telephonic meeting attended and per
committee meeting attended. The Fund does not pay any other remuneration to its
executive officers and Directors, and the Fund has no bonus, pension,
profit-sharing or retirement plan. The Fund had four Board meetings, one audit
committee meeting, and no executive committee meetings during the Fund's most
recently completed full fiscal year ended December 31, 2002. Each Director
attended all Board and committee meetings held during such periods during the
time such Director was in office.
The aggregate amount of compensation paid to each Director and nominee by
the Fund and by the other investment companies in the Investment Company Complex
for which such Director or nominee was a board member (the number of which is
set forth in parenthesis next to the Director or nominee's name) for the year
ended December 31, 2002, is as follows:
Name of Director or Nominee
(Current Total Number of Aggregate Compensation Total Compensation from the Fund and
Investment Companies)* from the Fund Investment Company Complex
- ----------------------------------- ------------------------------ ----------------------------------------
Non-interested Nominee:
Peter K. Werner (2) $7,625 $15,500
Non-interested Directors:
George B. Langa (2) $7,625 $15,500
David R. Stack (2) $1,875 $15,500
Interested Directors:
Bassett S. Winmill (1) $0 $0
Thomas B. Winmill (5) $0 $0
* During the fiscal year 2002 there were five investment companies managed by
the Investment Manager and its affiliated investment adviser. On October 2,
2002, Messrs. Robert D. Anderson, Frederick A. Parker, Jr., and Douglas Wu
resigned from the Fund's Board of Directors. Frederick A. Parker, Jr. and
Douglas Wu each received Director's fees of $5,750 for their services.
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
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December 31, 2002, the Fund paid the Investment Manager investment management
fees of $197,320. Bassett S. Winmill, a Director of the Fund, may be deemed a
controlling person of WCI on the basis of his ownership of 100% of WCI's voting
stock and, therefore, a controlling person of the Investment Manager.
Audit Committee Report
In accordance with its written charter adopted by the Board of Directors,
the Audit Committee assists the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the Fund's
financial reporting practices. The Audit Committee's primary duties and
responsibilities are to: (i) monitor the integrity of the Fund's financial
reporting process and systems of internal controls regarding finance, accounting
and legal compliance; (ii) monitor the independence and performance of the
Fund's independent public accountants and monitor the overall performance of the
Fund accounting agent; and (iii) provide an avenue of communication among the
independent public accountants, management, the Fund accounting agent, and the
Board of Directors. The Audit Committee met one time in fiscal 2002.
In discharging its oversight responsibility as to the audit process, the
Audit Committee discussed with the independent auditors their independence from
the Fund and its management. In addition, the independent auditors provided the
Audit Committee with written disclosure regarding their independence and the
letter required by Independence Standards Board Standard No. 1.
The Audit Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, "Communication with
Audit Committees," and discussed and reviewed the results of the independent
auditors' examination of the Fund's financial statements. The Audit Committee
reviewed the audited financial statements of the Fund for the fiscal year ended
December 31, 2002 with management and the independent auditors. Management has
the responsibility for the preparation of the Fund's financial statements and
the independent auditors have the responsibility for the examination of those
statements.
Based upon review and discussions with management and the independent
auditors, the Audit Committee recommended to the Board of Directors that the
Fund's audited financial statements be included in its Annual Report for the
fiscal year ended December 31, 2002 for filing with the Securities and Exchange
Commission. This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or the Securities Act of
1934, as amended, and shall not otherwise be deemed filed under such Acts. The
Audit Committee Members are: George B. Langa, David R. Stack and Peter K.
Werner. The Audit Committee members are independent, as defined in section
121(A) of the listing standards of the American Stock Exchange.
Tait, Weller & Baker ("Tait, Weller") has been selected as independent
accountants for the Fund for the fiscal period commencing January 1, 2003. Tait,
Weller also acts as independent accountants of the Investment Manager, its
affiliates, and the other investment companies in the Investment Company
Complex. Apart from its fees received as independent auditors, neither Tait,
Weller nor any of its partners has a direct, or material indirect, financial
interest in the Fund or its affiliates. Representatives of Tait, Weller are not
expected to be present at the Meeting but have been given the opportunity to
make a statement if they so desire and are expected to be available to respond
to appropriate questions.
Audit services provided by Tait, Weller during the most recent fiscal year
included the audit of the financial statements of the Fund. During the fiscal
year ended December 31, 2002, the fees for services rendered to the Fund by
Tait, Weller were:
Financial Information Systems Design
Audit Fees and Implementation Fees* All Other Fees*
- ----------------------------- ------------------------------------- ---------------------------------
$18,750 $0 $183,965
- ----------------------------- ------------------------------------- ---------------------------------
* This amount includes fees for non-audit services rendered by Tait, Weller to
the Fund and for audit and non-audit services to the Investment Manager, its
affiliates, and the other investment companies in the Investment Company
Complex. The Audit Committee has considered the provision of these services and
has determined such services to be compatible with maintaining Tait, Weller's
independence.
ADDITIONAL INFORMATION
The Fund's Board of Directors ("Board") has continuously availed itself of
methods specifically provided by, or consistent with, Maryland law and the 1940
Act to protect the Fund and its stockholders. Accordingly, the Fund currently
has provisions in its Charter and Bylaws (collectively, the "Governing
Documents") which could have the effect of limiting (i) the ability of other
entities or persons to acquire control of the Fund, (ii) the Fund's freedom to
engage in certain transactions, or (iii) the ability of the Fund's directors or
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stockholders to amend the Governing Documents or effectuate changes in the
Fund's management. These provisions of the Governing Documents of the Fund may
be regarded as "anti- takeover" provisions. The Fund is also subject to certain
Maryland law provisions, including those which have been enacted since the
inception of the Fund, that make it more difficult for non-incumbents to gain
control of the Board. Earlier this year, the Fund's Board amended and restated
the Bylaws of the Fund. In doing so, the Board consulted with counsel to the
Fund and Maryland counsel to the Fund and elected to become subject to various
provisions of the Maryland General Corporation Law (the "MGCL"). The Board also
adopted a Conflict of Interest and Corporate Opportunities Policy applicable to
its disinterested directors.
The following is a summary of the amendments to the Bylaws which are set
forth in the Amended and Restated Bylaws as of July 8, 2003, and the election to
be subject to various provisions of the MGCL, effective on July 15, 2003,
pursuant to Articles Supplementary (the "Articles Supplementary") accepted for
record by the State Department of Assessments and Taxation of Maryland. This
summary is qualified in its entirety by reference to the complete Amended and
Restated Bylaws. Among other things, the Bylaw amendments:
1. Establish procedures for stockholder-requested special meetings, including
procedures for setting the record date for the stockholders making the request,
the record date for the meeting and the time, place and date of the meeting.
Consistent with the MGCL, stockholders requesting a meeting would be required to
disclose the purpose of the meeting and the matters to be proposed to be acted
on at the meeting.
2. Provide that the Board may appoint the chair of the meeting of stockholders
and provide for chairmanship in the absence of such an appointment. The
amendments provide that the chair of the meeting establishes the rules for
conduct of the meeting, and vests the chair with power to adjourn the meeting.
3. Enhance already existing Bylaw provisions that require a stockholder to give
written advance notice and other information to the Fund of the stockholder's
nominees for directors and other proposals for business at stockholders
meetings.
4. Disclose that the Board has elected on behalf of the Fund to be subject to
the Maryland Control Share Acquisition Act, which provides that control shares
acquired in a control share acquisition may not be voted except to the extent
approved by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares owned by the acquirer, and officers and directors that are
employees of the Fund. Generally, control shares are voting shares of stock
which would entitle the acquirer of the shares to exercise voting power within
one of the following ranges of voting power: (1) one-tenth or more but less than
one-third, (2) one-third or more but less than a majority, or (3) a majority or
more of all voting power. This limitation does not apply to matters for which
the 1940 Act requires the vote of a majority of the Fund's outstanding voting
securities (as defined in that Act) or to holders whose acquisition of control
shares was approved prior to acquisition by a majority of the Continuing
Directors (as defined in the Charter). The Continuing Directors have approved
the acquisition of control shares, not to exceed 25% of the outstanding shares
of the Fund, by CEF Advisers, Inc. and its affiliates.
5. Establish qualifications for Fund directors. These qualifications are
designed to assure that individuals have the type of background and experience
necessary to provide competent service as directors of the Fund. They also
require incumbent directors and nominees to comply with the Fund's newly adopted
Conflict of Interest and Corporate Opportunities Policy. One of the
qualification options includes service as a current director of the Fund.
6. Provide that, subject to the requirements of the1940 Act, any director
vacancy shall be filled for the remainder of the term by the affirmative vote of
a majority of the members of a committee consisting of Continuing Directors in
accordance with the Charter.
7. Require that certain proposed advisory, sub-advisory, or management contracts
with an affiliate of current and certain former independent Fund directors be
approved by 75% of the Fund's independent directors who are not so affiliated.
If such a contract or similar contracts are approved, the Bylaws would provide
automatic liquidity to dissatisfied stockholders by requiring the Fund to
commence a tender offer to the fullest extent permitted by applicable law, for
at least 50 percent of its outstanding shares at a price of at least 98% of the
Fund's per share net asset value.
8. Provide that a director who is an affiliated person (as such term is defined
by Section 2(a)(3) of the 1940 Act) of a holder of more than 5% of the
outstanding shares of the Fund shall not be entitled to fees or expenses arising
out of his or her service as a director of the Fund.
Any stockholder who would like a copy of the Fund's Amended and Restated Bylaws
may obtain a copy from the Fund and, after September 10, 2003, from the
Securities and Exchange Commission ("SEC") by calling the SEC at (202) 942-8090
or e-mailing the SEC at publicinfo@sec.gov.
At the Meeting, the presence in person or by proxy of stockholders entitled
to cast a majority of all the votes entitled to be cast at the meeting is
sufficient to constitute a quorum. In the event that a quorum is not present at
the Meeting, or if a quorum is present but sufficient votes to approve a
proposal are not received, the chair of the meeting may adjourn the meeting to a
later date and time not more than 120 days after the original record date
without any other notice other than announcement at the Meeting. A stockholder
vote may be taken for one or more proposals prior to any adjournment if
- 6 -
sufficient votes have been received for approval. If a proxy is properly
executed and returned accompanied by instructions to withhold authority to vote,
represents a broker "non-vote" (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares of the Fund on a particular matter
with respect to which the broker or nominee does not have discretionary power)
or marked with an abstention (collectively, "abstentions"), the Fund's shares
represented thereby will be considered to be present at the Meeting for purposes
of determining the existence of a quorum for the transaction of business. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining "votes cast" on an issue.
In addition to the use of the mails, proxies may be solicited personally,
by telephone, or by other means, and the Fund may pay persons holding its shares
in their names or those of their nominees for their expenses in sending
soliciting materials to their beneficial owners. The Fund will bear the cost of
soliciting proxies. Authorizations to execute proxies may be obtained by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited,
the stockholder will be asked to provide his or her address, social security
number (in the case of an individual) or taxpayer identification number (in the
case of an entity) or other identifying information and the number of shares
owned and to confirm that the stockholder has received the Fund's Proxy
Statement and proxy card in the mail. Within 72 hours of receiving a
stockholder's telephonic voting instructions and prior to the Meeting, a
confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instructions are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact the Fund's transfer agent at 1-800-937-5449. Any
stockholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Fund a written notice of revocation or a subsequently executed
proxy or by attending the meeting and voting in person.
Discretionary Authority; Submission Deadlines for Stockholder Proposals
Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Company did not have notice of a reasonable time prior to mailing this
Proxy Statement to stockholders. The Fund's Bylaws provide that in order for a
stockholder to nominate a candidate for election as a director at an annual
meeting of stockholders or propose business for consideration at such meeting,
written notice generally must be delivered to the Secretary of the Fund, at the
principal executive offices, not less than 90 days nor more than 120 days prior
to the first anniversary of the mailing of the notice for the preceding year's
annual meeting. Accordingly, pursuant to such Bylaws and Rule 14a-5(e)(2) of the
1934 Act, a stockholder nomination or proposal intended to be considered at the
2004 Annual Meeting must be received by the Secretary no earlier than March 27,
2004 nor later than April 26, 2004. Proposals should be mailed to Global Income
Fund, Inc., to the attention of the Fund's Secretary, Monica Pelaez, 11 Hanover
Square, New York, New York 10005. In addition, if you wish to have your proposal
considered for the inclusion in the Fund's 2004 Proxy Statement, we must receive
it on or before March 27, 2004 pursuant to Rule 14a-8(e)(2). The submission by a
stockholder of a proposal for inclusion in the proxy statement or presentation
at the Meeting does not guarantee that it will be included or presented.
Stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with the Fund's Bylaws.
Compliance with Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of 1934, and rules thereunder,
requires the Fund's directors and officers, and any persons holding 10% or more
of its common stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and the American Stock Exchange. Based on
the Fund's review of the copies of such forms it receives, the Fund believes
that during the calendar year ended 2002, such persons complied with all such
applicable filing requirements.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Fund's transfer agent American Stock Transfer and Trust
Company at 1-800-937-5449 whether other persons are the beneficial owners of the
shares for which proxies are being solicited and, if so, the number of copies of
this Proxy Statement and other soliciting material you wish to receive in order
to supply copies to the beneficial owners of shares.
It is important that proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to complete, sign, date
and return the enclosed proxy card in the enclosed postage-paid envelope.
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APPENDIX
AUDIT COMMITTEE CHARTER
1. The Audit Committee shall have a minimum of three member and shall consist
of all Board members who are "independent directors" in accordance with the
American Stock Exchange rules.
2. The purposes of the Audit Committee are:
a. to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
b. to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
c. to act as a liaison between the Fund's independent auditors and the
full Board of Directors.
The function of the Audit Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The auditors are responsible for
planning and carrying out proper audits and reviews. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Fund and are not necessarily, and do not
necessarily represent themselves to be, accountants or auditors by profession or
experts in the fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures. Each member of the
Audit Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and outside the Fund from which it receives information
and (ii) the accuracy of the financial and other information provided to the
Audit Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Fund's Board). In addition,
the review of the Fund's financial statements by the Audit Committee is not of
the same quality as audits performed by the independent accountants, nor does
the Audit Committee's review substitute for the responsibilities of the Fund's
management for preparing, or the independent accountants for auditing, the
financial statements.
3. To carry out its purposes, the Audit Committee shall hav the following
duties and powers:
a. to recommend the selection, retention or termination of auditors and,
in connection therewith, to evaluate the independence of the auditors,
including whether the auditors provide any consulting services to the
Fund's investment manager (it being understood that the auditors are
ultimately accountable to the Audit Committee and the Fund's Board and
that the Audit Committee and the Fund's Board shall have the ultimate
authority and responsibility to select, evaluate, retain and terminate
auditors, subject to any required stockholder vote);
b. to ensure receipt of a formal written statement from the auditors on a
periodic basis specifically delineating all relationships between the
auditors and the Fund; to discuss with the auditors any disclosed
relationships or services that may impact the auditors' objectivity
and independence; and to take, or recommend that the full Board take,
appropriate action to oversee the independence of the auditors;
c. to meet with the Fund's auditors, including private meetings, as
necessary (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments
to such statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the auditors' comments with respect
to the Fund's financial policies, procedures and internal accounting
controls and management's responses thereto; and (iv) to review the
form of opinion the auditors propose to render to the Fund;
d. to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;
e. to review the audit and non-audit services provided to the Fund by the
auditors and the fees charged for such services;
f. to consider for pre-approval any non-audit services proposed to be
provided by the auditors to the Fund, and any non-audit services
proposed to be provided by such auditors to the Fund's investment
manager, if any, which have a direct impact on Fund operations or
financial reporting. Such pre-approval of non-audit services proposed
to be provided by the auditors to the Fund is not necessary, however,
under the following
A-1
circumstances: (1) all such services do not aggregate to more than 5%
of total revenues paid by the Fund to the auditor in the fiscal year
in which services are provided, (2) such services were not recognized
as non- audit services at the time of the engagement, and (3) such
services are brought to the attention of the Audit Committee, and
approved by the Audit Committee, prior to the completion of the audit;
g. to review the status of the Audit Committee members to determine if
any of them may be considered a "financial expert" as defined in
Section 407 of the Sarbanes-Oxley Act of 2002 and make recommendations
regarding the "financial expert" determination to the full Board;
h. to receive copies of any complaints received by the Fund regarding
accounting, internal accounting controls or auditing matters and
review such complaints, and take appropriate actions, if any. The
Committee shall ensure that any such complaints received from
employees of the Fund or the Fund's investment manager are treated on
a confidential basis and that such submissions need not identify the
submitting employee by name;
i. to investigate improprieties or suspected improprieties in Fund
operations; and
j. to report its activities to the full Board on a periodic basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate.
4. The Audit Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.
5. The Audit Committee shall regularly meet with the Fund's management,
including financial personnel.
6. The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, and shall have the discretion to institute
investigations of improprieties or suspected improprieties and is vested
with authority to retain special counsel and other experts or consultants
at the expense of the Fund.
7. The Audit Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board shall also
review and approve this Charter at least annually.
8. The Fund must certify to the American Stock Exchange ("AMEX") that:
a. It has adopted this formal written Charter and the Audit Committee
annually reviewed and reassessed the adequacy of this Charter;
b. It has and will continue to have an Audit Committee of at least three
members, comprised solely of independent directors to the extent
required by AMEX rules, each of whom is able to read and understand
fundamental financial statements, including a company's balance sheet,
income statement, and cash flow statement or will become able to do so
within a reasonable period of time after his or her appointment to the
audit committee; and
c. It has at least one member of the Audit Committee that has past
employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication.
A-2
PROXY CARD
GLOBAL INCOME FUND, INC.
This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Annual Meeting of Stockholders on September 4, 2003, 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 2003 Annual Meeting of Stockholders to be held at the American Stock
Exchange, 86 Trinity Place, 14th Floor, New York, New York on Thursday,
September 4, 2003 at 10:00 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 possessed by the undersigned if personally
present at the Meeting. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and the accompanying Proxy Statement and revokes any
proxy heretofore given for the Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this Proxy is executed but no instruction is given,
the votes entitled to be cast by the undersigned will be cast "for" the nominee
as a director and in any event in the discretion of the Proxy holder on any
other matter that may properly come before the Meeting.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF GLOBAL INCOME FUND, INC.
September 4, 2003
Please detach along perforated line and mail in the envelope provided
Please date, sign and mail your proxy card in the envelope provided as soon
as possible.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
1. To elect to the Board of Directors Peter K. Werner as Class I Director, to
serve for a five year term and until his successor is duly elected and
qualifies.
NOMINEES:
[ ] FOR Peter K. Werner
[ ] WITHHOLD AUTHORITY
Your vote is important! Please sign and date theproxy/voting instructions
card below and return it promptly in the enclosed postage-paid envelope or
otherwise to Global Income Fund, Inc. c/o American Stock Transfer and Trust
Company, 59 Maiden Lane, New York, NY 10038 so that your shares can be
represented at the Meeting. If no instructions are given on a proposal, the
proxies will vote FOR the proposal, in accordance with the Fund Board's
recommendations.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
Signature of Stockholder ___________Date:_____
Signature of Stockholder ___________Date:_____
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.