EX-99.77B

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                               ON INTERNAL CONTROL



Shareholders and Board of Directors
Global Income Fund, Inc.
New York, New York


In planning  and  performing  our audit of the  financial  statements  of Global
Income Fund,  Inc.  (the  "Company")  for the year ended  December 31, 2005,  we
considered its internal control,  including control  activities for safeguarding
securities,  in order to determine  our auditing  procedures  for the purpose of
expressing  our  opinion  on the  financial  statements  and to comply  with the
requirements of Form N-SAR, not to provide assurance on internal control.

The management of the Company is responsible  for  establishing  and maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
controls.  Generally,  controls  that are  relevant  to an audit  pertain to the
entity's objective of preparing financial  statements for external purposes that
are fairly presented in conformity with accounting principles generally accepted
in the United States of America.  Those  controls  include the  safeguarding  of
assets against unauthorized acquisition, use, or disposition.

Because of inherent  limitations  in any  internal  control,  error or fraud may
occur and not be detected.  Also,  projection of any  evaluation of the internal
control to future  periods is subject to the risk that it may become  inadequate
because of changes in  conditions  or that the  effectiveness  of the design and
operation may deteriorate.

Our  consideration  of the internal  control would not necessarily  disclose all
matters in internal  control that might be material  weaknesses  under standards
established by the Public Company Accounting  Oversight Board (United States). A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk  that  misstatements  caused  by error or fraud in  amounts  that  would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing  their assigned  functions.  However,  we noted no matters  involving
internal  control  and  its  operation,   including  controls  for  safeguarding
securities, which we consider to be material weaknesses, as defined above, as of
December 31, 2005.

This  report is  intended  solely  for the  information  and use of  management,
Shareholders,  and  Board of  Directors  of Global  Income  Fund,  Inc.  and the
Securities and Exchange Commission,  and is not intended to be and should not be
used by anyone other than these specified parties.


                                                        TAIT, WELLER & BAKER LLP


Philadelphia, Pennsylvania
January 19, 2006

EX-99.77Q1

                         INVESTMENT MANAGEMENT AGREEMENT

     AGREEMENT made as of the 14th day of September, 2005, by and between GLOBAL
INCOME FUND, INC. a Maryland corporation (the "Fund") and CEF ADVISERS,  INC., a
Delaware corporation (the "Investment Manager").

     WHEREAS the Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a closed-end management investment company; and

     WHEREAS,  the Fund  desires  to retain  the  Investment  Manager to furnish
certain investment  advisory and portfolio  management services to the Fund, and
the Investment Manager desires to furnish such services;

     NOW  THEREFORE,  in  consideration  of the mutual  promises and  agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby  acknowledged,  it is hereby  agreed  between  the  parties  hereto as
follows:

1. The Fund hereby employs the Investment  Manager to manage the investment
and reinvestment of its assets,  including the regular furnishing of advice with
respect to the Fund's portfolio transactions subject at all times to the control
and oversight of the Fund's Board of Directors,  for the period and on the terms
set  forth  in this  Agreement.  The  Investment  Manager  hereby  accepts  such
employment  and agrees  during such period to render the  services and to assume
the obligations  herein set forth,  for the compensation  herein  provided.  The
Investment  Manager shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way, or otherwise be deemed an
agent of the Fund.

2. The Fund assumes and shall pay all the expenses required for the conduct
of its business  including,  but not limited to, salaries of administrative  and
clerical  personnel,  brokerage  commissions,  taxes,  insurance,  fees  of  the
transfer agent, custodian,  legal counsel and auditors,  association fees, costs
of filing,  printing and mailing  proxies,  reports and notices to shareholders,
preparing,  filing and  printing the  prospectus  and  statement  of  additional
information,  payment  of  dividends,  costs  of  stock  certificates,  costs of
shareholders meetings, fees of the independent directors, necessary office space
rental,  all expenses relating to the registration or qualification of shares of
the Fund under  applicable  Blue Sky laws and  reasonable  fees and  expenses of
counsel  in  connection  with  such  registration  and  qualification  and  such
non-recurring  expenses as may arise,  including,  without limitation,  actions,
suits or proceedings  affecting the Fund and the legal obligation which the Fund
may have to indemnify its officers and directors with respect thereto.

3. If requested by the Fund's Board of Directors,  the  Investment  Manager
may  provide  other  services  to the Fund  such  as,  without  limitation,  the
functions  of  billing,  accounting,   certain  shareholder  communications  and
services,  administering state and Federal  registrations,  filings and controls
and other administrative  services. Any services so requested and performed will
be for the  account  of the Fund  and the  costs of the  Investment  Manager  in
rendering such services shall be reimbursed by the Fund,  subject to examination
by those directors of the Fund who are not interested


                                       -1-





persons of the Investment Manager or any affiliate thereof.

4. The services of the Investment  Manager are not to be deemed  exclusive,
and the Investment Manager shall be free to render similar services to others in
addition to the Fund so long as its services hereunder are not impaired thereby.

5. The Investment Manager shall create and maintain all necessary books and
records in accordance with all applicable laws, rules and regulations, including
but not  limited to records  required  by Section  31(a) of the 1940 Act and the
rules  thereunder,  as the same may be amended from time to time,  pertaining to
the investment  management  services performed by it hereunder and not otherwise
created and maintained by another party pursuant to a written  contract with the
Fund.  Where  applicable,  such records shall be  maintained  by the  Investment
Manager for the periods and in the places  required by Rule 3la-2 under the 1940
Act. The books and records pertaining to the Fund which are in the possession of
the  Investment  Manager  shall be the  property of the Fund.  The Fund,  or the
Fund's authorized  representatives,  shall have access to such books and records
at all times during the Investment  Manager's  normal business  hours.  Upon the
reasonable  request of the Fund,  copies of any such books and records  shall be
provided  by the  Investment  Manager  to the  Fund  or  the  Fund's  authorized
representatives.

6.  As  compensation  for  its  services,  with  respect  to the  Fund  the
Investment Manager will be 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 $50 million,  5/8 of 1% over $50 million to $150 million, and
1/2 of 1% over $150  million.  The  aggregate  net  assets for each day shall be
computed  by  subtracting  the  liabilities  of the Fund  from the  value of its
assets, such amount to be computed as of the calculation of the net asset values
per share on each business day.

7.  The  Investment   Manager  shall  direct   portfolio   transactions  to
broker/dealers  for  execution on terms and at rates which it believes,  in good
faith,  to be reasonable  in view of the overall  nature and quality of services
provided  by  a  particular  broker/dealer,  including  brokerage  and  research
services  and sales of shares of the Fund and  shares of the other  funds in the
Midas  fund  complex.   The  Investment  Manager  may  also  allocate  portfolio
transactions to  broker/dealers  that remit a portion of their  commissions as a
credit against Fund expenses.  With respect to brokerage and research  services,
the Investment Manager may consider in the selection of broker/dealers brokerage
or research  provided  and payment may be made of a fee higher than that charged
by another  broker/dealer  which does not furnish brokerage or research services
or which furnishes  brokerage or research services deemed to be of lesser value,
so long as the criteria of Section 28(e) of the Securities Exchange Act of 1934,
as amended,  or other applicable laws are met.  Although the Investment  Manager
may direct portfolio transactions without necessarily obtaining the lowest price
at which such  broker/dealer,  or another,  may be willing to do  business,  the
Investment  Manager  shall  seek the best  value for the Fund on each trade that
circumstances  in the market  place  permit,  including  the value  inherent  in
on-going relationships with quality brokers. To the extent any such brokerage or
research services may be deemed to be additional  compensation to the Investment
Manager  from the Fund,  it is  authorized  by this  Agreement.  The  Investment
Manager may place  brokerage for the Fund through an affiliate of the Investment
Manager, provided that: the Fund not deal with such affiliate in any transaction
in which such affiliate acts as principal; the commissions,


                                       -2-





fees or other  remuneration  received by such  affiliate be reasonable  and
fair  compared  to the  commissions,  fees or other  remuneration  paid to other
brokers in connection with comparable  transactions involving similar securities
being purchased or sold on a securities  exchange during a comparable  period of
time; and such brokerage be undertaken in compliance  with  applicable  law. The
Investment Manager's fees under this Agreement shall not be reduced by reason of
any commissions,  fees or other remuneration received by such affiliate from the
Fund.

8. The  Investment  Manager shall waive all or part of its fee or reimburse
the Fund monthly if and to the extent the  aggregate  operating  expenses of the
Fund exceed the most  restrictive  limit imposed by any state in which shares of
the Fund are qualified for sale. In calculating the limit of operating expenses,
all expenses  excludable  under state regulation or otherwise shall be excluded.
If this  Agreement  is in effect  for less than all of a fiscal  year,  any such
limit will be applied proportionately.

9.  Subject to and in  accordance  with the Articles of  Incorporation  and
By-laws  of the  Fund  and of the  Investment  Manager,  it is  understood  that
directors,  officers,  agents  and  shareholders  of  the  Fund  are  or  may be
interested in the Fund as directors, officers,  shareholders and otherwise, that
the  Investment  Manager is or may be interested in the Fund as a shareholder or
otherwise and that the effect and nature of any such interests shall be governed
by law and by the  provisions,  if any,  of said  Articles of  Incorporation  or
By-laws.

10. A. This  Agreement  shall become  effective  upon the date  hereinabove
written and, unless sooner  terminated as provided herein,  this Agreement shall
continue in effect for one year from the above written date. Thereafter,  if not
terminated,  this Agreement shall continue  automatically for successive periods
of twelve months each,  provided that such continuance is specifically  approved
at least annually (a) by a vote of a majority of the Directors of the Fund or by
vote of the holders of a majority of the Fund's outstanding voting securities of
the  Fund as  defined  in the 1940  Act and (b) by a vote of a  majority  of the
Directors  of the Fund who are not  parties  to this  Agreement,  or  interested
persons of such party.  This Agreement may be terminated  without penalty at any
time  either by vote of the Board of  Directors  of the Fund or by a vote of the
holders of a majority of the  outstanding  voting  securities  of the Fund on 60
days' written notice to the Investment  Manager, or by the Investment Manager on
60 days' written notice to the Fund. This Agreement shall immediately  terminate
in the event of its assignment.

11.  The  Investment  Manager  shall  not  be  liable  to the  Fund  or any
shareholder  of the Fund for any error of  judgment or mistake of law or for any
loss  suffered by the Fund or the Fund's  shareholders  in  connection  with the
matters to which this Agreement  relates,  but nothing herein contained shall be
construed to protect the Investment Manager against any liability to the Fund or
the Fund's  shareholders by reason of willful  misfeasance,  bad faith, or gross
negligence  in the  performance  of its  duties  or by  reason  of its  reckless
disregard of obligations and duties under this Agreement.

12. As used in this Agreement, the terms "interested person," "assignment,"
and  "majority of the  outstanding  voting  securities"  shall have the meanings
provided therefor in the 1940 Act, and the rules and regulations thereunder.



                                       -3-




13. This Agreement  constitutes  the entire  agreement  between the parties
hereto and  supersedes any prior  agreement,  with respect to the subject hereof
whether oral or written.  If any  provision of this  Agreement  shall be held or
made  invalid  by a court  or  regulatory  agency,  decision,  statute,  rule or
otherwise, the remainder of this Agreement shall not be affected thereby.

14. This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of New York, provided,  however, that nothing herein shall
be  construed  in a  manner  inconsistent  with  the  1940  Act or any  rule  or
regulation promulgated thereunder.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.


ATTEST:                                     GLOBAL INCOME FUND, INC.



/s/John F. Ramirez                              /s/Thomas B. Winmill
__________________________________          By: ________________________________


ATTEST:                                     CEF ADVISERS, INC.


/s/Robert D. Burleson                           /s/Thomas O'Malley
__________________________________          By: ________________________________


                                       -4-