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<SEC-DOCUMENT>0000828803-02-000030.txt : 20020916
<SEC-HEADER>0000828803-02-000030.hdr.sgml : 20020916
<ACCEPTANCE-DATETIME>20020916162939
ACCESSION NUMBER:		0000828803-02-000030
CONFORMED SUBMISSION TYPE:	POS EX
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020916
EFFECTIVENESS DATE:		20020916

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEMPLETON GLOBAL INCOME FUND INC
		CENTRAL INDEX KEY:			0000828803
		IRS NUMBER:				222864496
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		POS EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-86648
		FILM NUMBER:		02765059

	BUSINESS ADDRESS:	
		STREET 1:		BROWARD FINANCIAL CENTRE
		STREET 2:		500 EAST BROWARD BLVD., SUITE 2100
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33394-3091
		BUSINESS PHONE:		9545277500

	MAIL ADDRESS:	
		STREET 1:		BROWARD FINANCIAL CENTRE
		STREET 2:		500 EAST BROWARD BLVD., SUITE 2100
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33394-3091
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS EX
<SEQUENCE>1
<FILENAME>gim-n14.txt
<DESCRIPTION>PEA 1 TO N-14 DTD 9/16/02
<TEXT>


                           As filed September 16, 2002

                        Securities Act File No. 333-86648

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [X]

     Pre-Effective Amendment No. ____

     Post-Effective Amendment No.  1                          [X]
                                 ------
     (Check appropriate box or boxes)


                       Templeton Global Income Fund, Inc.
               (Exact Name of Registrant as Specified in Charter)

                             500 East Broward Blvd.
                         Fort Lauderdale, FL 33394-3091
                    (Address of Principal Executive Offices:
                     Number, Street, City, State, Zip Code)

                                 (954) 527-7500
                        (Area Code and Telephone Number)

                                  Lori A. Weber
                               Assistant Secretary
                             500 East Broward Blvd.
                         Fort Lauderdale, FL 33394-3091
                     (Name and Address of Agent for Service:
                     Number, Street, City, State, Zip Code)

                                   Copies to:

                                Barbara J. Green
                          Secretary and Vice President
                             500 East Broward Blvd.
                         Fort Lauderdale, FL 33394-3091

                             Bruce G. Leto, Esquire
                      Stradley, Ronon, Stevens & Young, LLP
                            2600 One Commerce Square
                           Philadelphia, PA 19103-7098


It is proposed that this filing will become effective immediately, pursuant to
Rule 462(d) of the Securities Act of 1933, as amended (the "Act").

Title of the securities being registered: Shares of common stock, par value
$0.01 per share, of Templeton Global Income Fund, Inc. A registration fee
calculated pursuant to Rule 457(f) of the Act was paid in connection with the
filing of the Registrant's N-14 Registration Statement filing on April 19, 2002.
No filing fee is, therefore, due at this time.


<PAGE>


                                     PART A

Part A of the  Templeton  Global  Income  Fund,  Inc.  N-14 is  incorporated  by
reference  to the  electronic  filing  made on  June  4,  2002  under  File  No.
333-86648.


                                     PART B

Part B of the  Templeton  Global  Income  Fund,  Inc.  N-14 is  incorporated  by
reference  to the  electronic  filing  made on  June  4,  2002  under  File  No.
333-86648.

                                     PART C

                                OTHER INFORMATION


Item 15. Indemnification

Part C, Item 15 of the Templeton Global Income Fund, Inc. N-14 is incorporated
by reference to the electronic filing of the Registration Statement on Form N-14
made on April 19, 2002 under File No. 333-86648.

Item 16. Exhibits The following exhibits are filed herein:

         (1)    Copies of the charter of the Registrant as now in effect;

                (a) Articles of Restatement of the Articles of Incorporation as
                    filed  with the State of Maryland on January 26, 1989.
                    (Previously filed with the Registration Statement on Form
                    N-14 on April 19, 2002)

         (2)    Copies of the existing by-laws or corresponding instruments of
                the Registrant;

                (a) By-Laws as amended and restated October 19, 1996 and
                    November 30, 1999.  (Previously  filed with the Registration
                    Statement on Form N-14 on April 19, 2002)

         (3)    Copies of any voting trust agreement affecting more than five
                percent of any class of equity securities of the Registrant;

                  Not Applicable.

         (4)    Copies of the agreement of acquisition, reorganization, merger,
                liquidation and any amendments to it;

                (a) Agreement and Plan of Acquisition between the Registrant
                    and Templeton Global Governments Income Trust dated February
                    26, 2002.

         (5)    Copies of all instruments defining the rights of holders of the
                securities being registered including, where applicable, the
                relevant portion of the articles of incorporation or by-laws
                of the Registrant;

                  Not Applicable.

         (6)    Copies of all investment advisory contracts relating to the
                management of the assets of the Registrant;

                (a) Investment Management Agreement between the Registrant and
                    Templeton  Investment Counsel,  Inc. dated October 30, 1992,
                    and amended and restated as of April 1, 1993 and December 6,
                    1994.  (Previously filed with the Registration  Statement on
                    Form N-14 on April 19, 2002)

                    (i) Amendment to Investment Management Agreement dated
                        January 1, 2001 (Previously filed with the Registration
                        Statement on Form N-14 on April 19, 2002)

                    (ii) Assignment and Assumption of Investment Management
                         Agreement dated July 25, 2001. (Previously filed with
                         the Registration Statement on Form N-14 on April 19,
                         2002)

         (7)    Copies of each underwriting or distribution contract between the
                Registrant  and a principal  underwriter,  and  specimens or
                copies of all agreements between principal  underwriters and
                dealers;

                Not Applicable.

         (8)    Copies of all bonus, profit sharing, pension, or other similar
                contracts or arrangements wholly or partly for the benefit of
                trustees or officers of the Registrant in their capacity as
                such Furnish a reasonably detailed description of any plan that
                is not set forth in a formal document;

                Not Applicable.

         (9)    Copies of all custodian agreements and depository contracts
                under Section 17(f) of the 1940 Act for securities and similar
                investments of the Registrant, including  the schedule  of
                remuneration;

                (a) Custody Agreement between the Registrant and The Chase
                    Manhattan  Bank,  N.A. dated February 29, 1988.  (Previously
                    filed with the Registration  Statement on Form N-14 on April
                    19, 2002)

                    (i) Amendment to Custody Agreement dated July 5, 1996.
                        (Previously filed with the Registration Statement on
                        Form N-14 on April 19, 2002)

                   (ii) Amendment to Custody Agreement dated May 21,  1998.
                        (Previously filed with the Registration Statementon
                        Form N-14 on April 19, 2002)

                  (iii) Amendment to Custody Agreement dated July 23, 1998.
                        (Previously filed with the Registration Statement on
                        Form N-14 on April 19, 2002)

                   (iv) Amendment to Custody Agreement dated May 1,  2001.
                        (Previously filed with the Registration Statement on
                        Form N-14 on April 19, 2002)

         (10)   Copies of any plan entered into by Registrant pursuant
                to Rule 12b-1 under the 1940 Act and any agreements with any
                person relating to implementation of the plan, and copies of
                any plan entered into by Registrant pursuant to Rule 18f-3
                under the 1940 Act, any agreement with any person relating to
                implementation of the plan, any amendment to the plan, and a
                copy of the portion of the minutes of the meeting of the
                Registrant's directors describing any action taken to revoke
                the plan;

                Not Applicable.

         (11)   An opinion and consent of counsel as to the legality of the
                securities being registered, indicating whether they will, when
                sold, be legally issued, fully paid and nonassessable;

                (a) Opinion and Consent of Counsel dated August 30, 2002.

         (12)   An opinion, and consent to their use, of counsel or, in lieu of
                an opinion, a copy of the revenue ruling from the Internal
                Revenue Service, supporting the tax matters and consequences to
                shareholders discussed in the prospectus;

                (a) Opinion and Consent of Counsel Supporting Tax Matters and
                    Consequences to Shareholders dated August 30, 2002.

         (13)   Copies of all material contracts of the Registrant not made in
                the ordinary course of business which are to be performed  in
                whole or in part on or after the date of filing the registration
                statement;

                (a) Service Agreement between the Registrant and Mellon
                    Securities Trust Company dated January 2, 1992. (Previously
                    filed with the Registration Statement on Form N-14 on April
                    19, 2002)

                (b) Successor Stock Transfer Agent Agreement dated February 2,
                    1995 between the Registrant and Chemical Mellon Shareholder
                    Services. (Previously filed with the Registration Statement
                    on Form N-14 on April 19, 2002)

                (c) Fund Administration Agreement dated October 1, 1996 between
                    the Registrant and Franklin Templeton Services, Inc.
                    (Previously filed with the Registration Statement on Form
                    Form N-14 on April 19, 2002)

                    (i) Amendment to Fund Administration Agreement dated
                        January 1, 2001. (Previously filed with the Registration
                        Statement on Form N-14 on April 19, 2002)

         (14)   Copies of any other opinions, appraisals, or rulings, and
                consents to their use, relied on in preparing  the  registration
                statement nd required by Section 7 of the 1933 Act;

                (a)  Not Applicable.

         (15)   All financial statements omitted pursuant to Item 14(a)(1);

                Not Applicable.

         (16)   Manually signed copies of any power of attorney pursuant to
                which the name of any person has been signed to the registration
                statement; and

                (a) Power of Attorney dated December 4, 2001. (Previously filed
                    with the Registration Statement on Form N-14 on April 19,
                    2002)

         (17)   Any additional exhibits which the Registrant may wish to file.

                (a) Joint Code of Ethics. (Previously filed with the
                    Registration Statement on Form N-14 on April 19, 2002)

Item 17.  UNDERTAKINGS

         (1)   The undersigned Registrant agrees that prior to any  public
               reoffering  of the  securities  registered  through  the use of a
               prospectus  which is part of this  registration  statement by any
               person or party who is deemed  to be an  underwriter  within  the
               meaning of Rule 145(c) of the Act, the reoffering prospectus will
               contain the information called for by the applicable registration
               form for  reofferings by persons who may be deemed  underwriters,
               in addition to the  information  called for by the other items of
               the applicable form.

          (2)  The undersigned Registrant agrees that every prospectus that is
               filed under paragraph (1) above  will be filed as part of an
               amendment to the registration statement and will not be used
               until the amendment is effective, and that, in determining any
               liability under the Act, each  post-effective amendment shall be
               deemed  to be a new registration  statement for the securities
               offered therein, and the offering of the securities at that time
               shall be deemed to be the initial bona fide offering of them.


<PAGE>


                                   SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant, in the City of San Mateo and the State of
California, on the 13th day of September, 2002.

                                        TEMPLETON GLOBAL INCOME FUND, INC.
                                                (Registrant)

                                        By:/s/DAVID P. GOSS
                                           --------------------------------
                                           David P. Goss, Vice President

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:

Gregory E. McGowan*
- ----------------------                      Principal Executive Officer
Gregory E. McGowan                          Dated: September 13, 2002

Bruce S. Rosenberg*
- ----------------------                      Principal Financial and
Bruce S. Rosenberg                          Accounting Officer
                                            Dated: September 13, 2002

Harris J. Ashton*
- ----------------------                      Director
Harris J. Ashton                            Dated: September 13, 2002

Nicholas F. Brady*
- ----------------------                      Director
Nicholas F. Brady                           Dated: September 13, 2002

Frank J. Crothers*
- ----------------------                      Director
Frank J. Crothers                           Dated: September 13, 2002

S. Joseph Fortunato*
- ----------------------                      Director
S. Joseph Fortunato                         Dated: September 13, 2002

Andrew H. Hines, Jr.*
- ----------------------                      Director
Andrew H. Hines, Jr.                        Dated: September 13, 2002

Edith E. Holiday*
- ----------------------                      Director
Edith E. Holiday                            Dated: September 13, 2002

Charles B. Johnson*
- ----------------------                      Director
Charles B. Johnson                          Dated: September 13, 2002

Betty P. Krahmer*
- ----------------------                      Director
Betty P. Krahmer                            Dated: September 13, 2002

Gordon S. Macklin*
- ----------------------                      Director
Gordon S. Macklin                           Dated: September 13, 2002

Fred R. Millsaps*
- ----------------------                      Director
Fred R. Millsaps                            Dated: September 13, 2002

Constantine Dean
Tseretopoulos*
- ----------------------                      Director
Constantine Dean                            Dated: September 13, 2002
Tseretopoulos


*By /s/Lori A. Weber
    ----------------------
    Lori A. Weber, Attorney-in-Fact
    (Pursuant to Power of Attorney previously filed)



<PAGE>


                       TEMPLETON GLOBAL INCOME FUND, INC.
                           N-14 REGISTRATION STATEMENT
                                  EXHIBIT INDEX


EXHIBIT NO.           DESCRIPTION                                     LOCATION
- -------------------------------------------------------------------------------
EX-99.1.a             Articles of Restatement of the Articles of          *
                      Incorporation as filed in the State of
                      Maryland on January 26, 1989

EX-99.2.a             By-Laws as amended and restated October 19,         *
                      1996 and November 30, 1999

EX-99.4.a             Agreement and Plan of Acquisition between the    Attached
                      Registrant and Templeton Global Governments
                      Income Trust dated February 26, 2002

EX-99.6.a             Investment Management Agreement between the         *
                      Registrant and Templeton Investment Counsel,
                      Inc. dated October 30, 1992, and amended and
                      restated as of April 1, 1993 and December 6,
                      1994

EX-99.6.a.i           Amendment to Investment Management Agreement        *
                      dated January 1, 2001

EX-99.6.a.ii          Assignment and Assumption of Investment             *
                      Management Agreement dated July 25, 2001

EX-99.9.a             Custody Agreement between the Registrant and        *
                      The Chase Manhattan Bank, N.A. dated February
                      29, 1988

EX-99.9.a.i           Amendment to Custody Agreement dated July 5,        *
                      1996

EX-99.9.a.ii          Amendment to Custody Agreement dated May 21,        *
                      1998

EX-99.9.a.iii         Amendment to Custody Agreement dated July 23,       *
                      1998

EX-99.9.a.iv          Amendment to Custody Agreement dated May 1,         *
                      2001

EX-99.11.a.           Opinion and Consent of Counsel dated August      Attached
                      30, 2002

EX-99.12.a            Opinion and Consent of Counsel Supporting Tax    Attached
                      Matters and Consequences to Shareholders
                      dated August 30, 2002

EX-99.13.a            Service Agreement between the Registrant and        *
                      Mellon Securities Trust Company dated January
                      2, 1992

EX-99.13.b            Successor Stock Transfer Agent Agreement dated      *
                      February 2, 1995 between the Registrant and
                      Chemical Mellon Shareholder Services

EX-99.13.c            Fund Administration Agreement dated October         *
                      1, 1996 between the Registrant and Franklin
                      Templeton Services, Inc.

EX-99.13.c.1          Amendment to Fund Administration Agreement          *
                      dated January 1, 2001

EX-99.16.a            Power of Attorney dated December 4, 2001            *

EX-99.16.a           Joint Code of Ethics                                 *




* Incorporated by Reference

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4 ACQ AGREEMNT
<SEQUENCE>3
<FILENAME>ex99-4a.txt
<DESCRIPTION>AGREEMENT & PAN OF AQUISITION DTD 2/26/02
<TEXT>

                    AGREEMENT AND PLAN OF ACQUISITION BETWEEN
                  TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST AND
                       TEMPLETON GLOBAL INCOME FUND, INC.

     THIS AGREEMENT AND PLAN OF ACQUISITION (the "Plan") is made as of this 26th
day of February, 2002, by and between Templeton Global Governments Income Trust,
a business trust formed under the laws of the Commonwealth of Massachusetts  and
a non-diversified, closed-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act") (the "Trust"), with its
principal place of business at 500 East Broward  Boulevard, Fort Lauderdale,
Florida 33394, and Templeton Global Income Fund, Inc., a corporation
incorporated under the laws of the State of  Maryland and a non-diversified,
closed-end management investment company registered under the 1940 Act ("Global
Income Fund"), with its principal place of business at 500 East  Broward
Boulevard, Fort Lauderdale, Florida 33394.

                                 REORGANIZATION

     The acquisition (hereinafter referred to as the "Reorganization") will
consist of (i) the acquisition by the Global Income Fund of substantially all of
the property, assets and goodwill of the Trust in exchange solely for full and
fractional shares of common stock, par value $0.01 per share of Global Income
Fund ("Global Income Fund Shares"); (ii) the distribution of Global Income Fund
Shares to the shareholders of the Trust according to their respective interests
in liquidation of the Trust; and (iii) the dissolution of the Trust as soon as
is practicable after the closing (as defined in Section 3, hereinafter called
the "Closing"), all upon and subject to the terms and conditions of this Plan
hereinafter set forth.

                                    AGREEMENT

     In order to consummate the Plan and the Reorganization and in consideration
of the premises and of the covenants and agreements hereinafter set forth, and
intending to be legally bound, the parties hereto covenant and agree as follows:

1.   SALE AND TRANSFER OF ASSETS, LIQUIDATION AND DISSOLUTION OF THE TRUST.
     ---------------------------------------------------------------------

     (a) Subject to the terms and conditions of this Plan, and in reliance on
         the representations and warranties of Global Income Fund herein
         contained, and in consideration of the delivery by Global Income Fund
         of the number of Global Income Fund Shares hereinafter provided, the
         Trust agrees that it will convey, transfer and deliver to Global
         Income Fund at the Closing all of the Trust's then existing assets,
         free and clear of all liens, encumbrances and claims whatsoever (other
         than shareholders' rights of redemption, if any), except for cash,
         bank deposits or cash equivalent securities in an estimated amount
         necessary to: (i) pay the costs and expenses of carrying out this Plan
         (including, but not limited to, fees of counsel and accountants, and
         expenses of its liquidation and dissolution contemplated  hereunder),
         which costs and expenses shall be established on the Trust's books as
         liability reserves; (ii) discharge its unpaid liabilities on its books
         at the closing date (as defined in Section 3, hereinafter called the
         "Closing Date"), including, but not limited to, its income dividends
         and capital gains distributions, if any, payable for the period prior
         to, and through, the Closing Date and excluding those liabilities that
         would  otherwise be discharged at a later date in the ordinary course
         of business; and (iii) pay such contingent liabilities as the Board of
         Trustees of the Trust (the "Trust Board") shall reasonably deem to
         exist against the Trust, if any, at the Closing Date, for which
         contingent and other appropriate liability reserves shall be
         established on the Trust's books (hereinafter "Net Assets"). The Trust
         shall also retain any and all rights that it may have over and against
         any person that may have arisen up to and including  he close of
         business on the Closing Date.

     (b) Subject to the terms and conditions of this Plan, and in reliance on
         the representations and warranties of the Trust herein contained, and
         in consideration of such sale, conveyance, transfer and delivery,
         Global Income Fund agrees at the Closing to deliver to the Trust the
         number of Global Income Fund Shares, determined by: (a) dividing the
         value of the Trust's Net Assets by the number of outstanding shares of
         beneficial interest, par value $0.01 per share, of the Trust ("Trust
         Shares"); (b) dividing the value of Global Income Fund's net assets by
         the number of outstanding Global Income Fund Shares; (c) dividing the
         quotient calculated in step (a) by the quotient calculated in step
         (b); and (d) multiplying the quotient calculated in step (c) by the
         number of outstanding Trust Shares as of 4:00 p.m. Eastern time on the
         Closing Date. All such values shall be determined in the manner and as
         of the time set forth in Section 2 hereof.

     (c) Immediately following the Closing, the Trust shall effect a liquidating
         distribution of the Global Income Fund Shares received by the Trust
         pursuant to this Section 1, together with any other assets, pro rata
         to the Trust's shareholders of record as of the close of business on
         the Closing Date. Such liquidating distribution shall be accomplished
         by the establishment of accounts on the share records of Global Income
         Fund of the type and in the amounts due such shareholders based on
         their respective holdings as of the close of business on the Closing
         Date. Fractional Global Income Fund Shares shall be carried to the
         fourth decimal place. As promptly as is practicable after the Closing,
         each  holder of any outstanding certificate or certificates
         representing Trust Shares shall be entitled to surrender the same to
         the transfer agent for Global Income Fund in exchange for the number
         of Global Income Fund Shares into which the Trust Shares theretofore
         represented by the certificate or certificates so surrendered shall
         have been converted. Certificates for Global Income Fund Shares shall
         not be issued, unless specifically requested  by the shareholders.
         Until so surrendered, each outstanding certificate which, prior to the
         Closing, represented Trust Shares shall be deemed for all Global
         Income Fund purposes to evidence ownership of the number of Global
         Income Fund Shares into which the Trust Shares (which prior to the
         Closing were represented thereby) have been converted. Promptly
         following the Closing and the liquidating distribution of the Global
         Income Fund Shares (and any resolution of litigation or other
         contingent liabilities), the Trust shall be dissolved.

2.    VALUATION.
     -----------

     (a) The value of the Trust's Net Assets to be acquired by Global Income
         Fund hereunder shall be computed as of 4:00 p.m. Eastern time on the
         Closing  Date in a manner consistent with the valuation  procedures
         described in the Trust's registration statement on Form N-2 dated
         November 22, 1988, as such disclosures have been amended to date by
         any: (i) amendments to the Trust's Form N-2 filed with the U.S.
         Securities and Exchange Commission (the "SEC"); (ii) press releases
         issued on behalf of the Trust; and (iii) the Trust annual  or
         semi-annual reports sent to shareholders pursuant to Section 30 of the
         1940 Act (together, the "Trust Disclosure Documents").

     (b) The net asset value per Trust Share shall be determined to the second
         decimal place as of 4:00 p.m. Eastern time on the Closing Date in a
         manner consistent with the valuation procedures described in the
         Trust's Disclosure Documents.

     (c) The net asset value of a share of common stock of Global Income Fund
         Shares shall be determined to the second decimal place as of 4:00 p.m.
         Eastern time on the Closing Date in a manner consistent with the
         valuation procedures described in Global Income Fund's registration
         statement on Form N-2 dated March 17, 1988, as such disclosures have
         been amended to date by any: (i) amendments to Global Income Fund's
         Form N-2 filed with the SEC; (ii) press releases issued on behalf of
         Global Income Fund; and (iii) Global Income Fund annual or semi-annual
         reports sent to shareholders pursuant to Section 30 of the 1940 Act
         (together, the "Global Income Fund Disclosure Documents").

3.   CLOSING AND CLOSING DATE.
     --------------------------

     The Closing Date shall be August 30, 2002, or such later date as the
parties may mutually agree. The Closing shall take place at the principal office
of Global Income Fund at 5:00 p.m. Eastern time, on the Closing Date. The Trust
shall have provided for delivery as of the Closing of those Net Assets of the
Trust to be transferred to the account of Global Income Fund's custodian,
JPMorgan Chase Bank, MetroTech Center, Brooklyn, New York 11245. Also, the Trust
shall deliver at the Closing a list of names and addresses of the shareholders
of record of the Trust's Shares and the number of full and fractional shares of
common stock of the Trust Shares owned by each such shareholder, indicating
thereon which such shares are represented by outstanding certificates and which
by book-entry accounts, all as of 4:00 p.m. Eastern time on the Closing Date,
certified by its transfer agent or by its President or a Vice President to the
best of its or his or her knowledge and belief. Global Income Fund shall issue
and deliver a certificate or certificates evidencing the Global Income Fund
Shares to be delivered to the account of the Trust at said transfer agent
registered in such manner as the officers of the Trust may request, or provide
evidence satisfactory to the Trust that such Global Income Fund Shares have been
registered in an account on the books of Global Income Fund in such manner as
the officers of the Trust may request.

4.   REPRESENTATIONS AND WARRANTIES BY GLOBAL INCOME FUND.
     ----------------------------------------------------

     Global Income Fund represents and warrants to the Trust that:

     (a) Global Income Fund is a corporation incorporated under the laws of the
         State of Maryland on January 28, 1988, and is validly existing under
         the laws of that State. Global Income Fund is duly registered  under
         the 1940 Act as a non-diversified, closed-end management investment
         company and all of the Global Income Fund Shares sold were sold in
         compliance in all material respects with applicable registration
         requirements of the Securities Act of 1933, as amended  (the "1933
         Act").

     (b) Global Income Fund is authorized to issue two hundred million
         (200,000,000) shares of common stock of Global Income Fund, par value
         $0.01 per share, each outstanding share of which is fully  paid,
         non-assessable, freely transferable and has full voting rights. Global
         Income Fund currently issues shares of one (1) class and it has not
         designated any series of shares.

     (c) The financial statements appearing in Global Income Fund's Annual
         Report to Shareholders for the fiscal year ended August 31, 2001,
         audited by PricewaterhouseCoopers LLP, a copy of which has been
         delivered to the Trust, fairly present the financial position of
         Global Income Fund as of the date indicated and the results of its
         operations for the periods indicated in conformity with generally
         accepted accounting principles applied on a consistent basis. If
         available, a copy of the unaudited financial statements appearing in
         Global Income Fund's Semi-Annual Report to Shareholders for the
         six-month period ended February 28, 2002, will be delivered to the
         Trust, which will fairly present the financial  position of Global
         Income Fund as of the respective dates indicated and the results of
         its operations for the periods indicated in conformity with generally
         accepted accounting principles applied on a consistent basis.

     (d) The books and records of Global Income Fund accurately summarize the
         accounting data represented and contain no material omissions with
         respect to the business and operations of Global Income Fund.

     (e) Global Income Fund has the necessary power and authority to conduct its
         business as such business is now being conducted.

     (f) Global Income Fund is not a party to or obligated under any provision
         of its Articles of Incorporation or its By-Laws (together, as each has
         been amended to date, the "Global Income Fund Corporate  Documents"),
         or any contract or any other commitment or obligation, and is not
         subject to any order or decree, that would be violated  by its
         execution of or performance under this Plan.

     (g) Global Income Fund has elected to be treated as a regulated investment
         company ("RIC") for federal income tax purposes under Part I of
         Subchapter M of the Internal Revenue  Code of 1986, as amended (the
         "Code"), and it has qualified as a RIC for each taxable year since its
         inception and  will qualify as a RIC as of the Closing Date, and
         consummation of the  transactions contemplated by the Plan will not
         cause it to fail to be qualified as a RIC as of the Closing Date.

     (h) Global Income Fund is not under jurisdiction of a Court in a Title 11
         or similar case within the meaning of Section 368(a)(3)(A) of the
         Code.

5.   REPRESENTATIONS AND WARRANTIES BY THE TRUST.
     ---------------------------------------------

     The Trust represents and warrants to Global Income Fund that:

     (a) The Trust is a business trust formed under the laws of the Commonwealth
         of Massachusetts on October 13,1988, and is validly existing under
         the laws of that Commonwealth. The Trust is duly registered under the
         1940 Act as a non-diversified, closed-end management investment
         company and all of the Trust Shares sold were sold in compliance in
         all material respects with applicable registration requirements of the
         1933 Act.

     (b) The Trust is authorized to issue an unlimited number of shares of
         beneficial interest of the Trust, par value $0.01 per share, each
         outstanding share of which is fully paid, non-assessable, freely
         transferable and has full voting rights. The Trust currently  issues
         shares of one (1) series, and it has not designated  any classes of
         shares.

     (c) The financial statements appearing in the Trust's Annual Report to
         Shareholders for the fiscal year ended August 31, 2001, audited by
         PricewaterhouseCoopers LLP, a copy of which has been delivered  to
         Global Income Fund, fairly present the financial position of the Trust
         as of the respective dates indicated and the results of its operations
         for the periods indicated in conformity with generally accepted
         accounting principles applied on a consistent basis. If available, a
         copy of the unaudited financial statements appearing in the Trust's
         Semi-Annual Report to Shareholders for the six-month period ended
         February 28, 2002, will be delivered to Global Income Fund, which will
         fairly present the financial position of the Trust as of the
         respective dates indicated and the results of its operations for the
         periods indicated in conformity with generally accepted  accounting
         principles applied on a consistent basis.

     (d) The books and records of the Trust accurately summarize the accounting
         data represented and contain no material omissions with respect to the
         business and operations of the Trust.

     (e) The Trust has the necessary power and authority to conduct its business
         as such business is now being conducted.

     (f) The Trust is not a party to or obligated under any provision of its
         Declaration of Trust or its By-Laws (together, as each  has been
         amended to date, the "Trust Documents"), or any contract or any other
         commitment or obligation, and is not subject to any order or decree,
         that would be violated by its execution of or performance  under this
         Plan.

     (g) The Trust has elected to be treated as a RIC for federal income tax
         purposes under Part I of Subchapter M of the Code, and it has
         qualified as a RIC for each taxable year since its inception and will
         qualify as a RIC as of the Closing Date, and consummation of the
         transactions contemplated by the Plan will not cause it to fail to be
         qualified as a RIC as of the Closing Date.

     (h) The Trust is not under jurisdiction of a Court in a Title 11 or similar
         case within the meaning of Section 368(a)(3)(A) of the Code.

6.   REPRESENTATIONS AND WARRANTIES BY THE TRUST AND GLOBAL INCOME FUND.
     ------------------------------------------------------------------

     The Trust and Global Income Fund each represents and warrants to the other
     that:

     (a) The statement of assets and liabilities to be furnished by it as of
         4:00 p.m. Eastern time on the Closing Date, for the purpose  of
         determining the number of Global Income Fund Shares to be issued
         pursuant to Section 1 of this Plan, will accurately reflect its Net
         Assets in the case of the Trust and its net assets in the case of
         Global Income Fund and the outstanding Trust Shares and Global Income
         Fund Shares, respectively, as of such date, in conformity  with
         generally accepted accounting principles applied on a consistent
         basis.

     (b) At the Closing, it will have good and marketable title to all of the
         securities and other assets shown on the statement of assets and
         liabilities referred to in (a) above, free and clear of all liens or
         encumbrances of any nature whatsoever, except such imperfections of
         title or encumbrances as do not materially detract from the value or
         use of the assets subject thereto, or materially affect title thereto.

     (c) Except as has been previously disclosed in the Trust Disclosure
         Documents or in the Global Income Fund Disclosure Documents, there is
         no material suit, judicial action, or legal or administrative
         proceeding pending or threatened against the Trust or Global Income
         Fund, respectively.

     (d) There are no known actual or proposed deficiency assessments  with
         respect to any taxes payable by it.

     (e) The execution, delivery and performance of this Plan have been duly
         authorized by all necessary action of the Board of Directors of Global
         Income Fund (the "Global Income Fund  Board") and the Trust Board,
         respectively, and this Plan constitutes a valid and binding obligation
         enforceable in accordance with its terms.

     (f) It anticipates that the consummation of this Plan will not cause either
         the Trust or Global Income Fund to fail to conform to the requirements
         of Subchapter M of the Code for federal income taxation as a RIC at
         the end of its fiscal year.

     (g) It has the necessary power and authority to conduct its business as
         such business is now being conducted.

7.   COVENANTS OF THE TRUST AND GLOBAL INCOME FUND.
     ---------------------------------------------

     (a) The Trust and Global Income Fund each covenants to operate  its
         respective business as presently conducted between the date hereof and
         the Closing.

     (b) The Trust undertakes that it will not acquire Global Income Fund Shares
         for the purpose of making distributions thereof to anyone other than
         the Trust's shareholders.

     (c) The Trust undertakes that, if this Plan is consummated, it will
         dissolve its trust existence, file an application pursuant to Section
         8(f) of the 1940 Act for an order declaring that it has ceased to be
         an investment company and take the necessary actions, including making
         the necessary filings, to withdraw its shares from listing on those
         stock exchanges on which the Trust Shares are listed as of the Closing
         Date.

     (d) The Trust and Global Income Fund each agrees that, by the Closing, all
         of its federal and other tax returns and reports required by law to be
         filed on or before such date shall have been filed, and all federal
         and other taxes shown as due on said returns shall have either been
         paid or had adequate liability reserves created for the payment of
         such taxes.

     (e) At the Closing, the Trust will provide Global Income Fund a copy of the
         shareholder ledger accounts, certified by the Trust's transfer agent
         or its President or a Vice President to the best of its or his or her
         knowledge and belief, for all of the shareholders of record of the
         Trust Shares as of 4:00 p.m. Eastern time on the Closing Date who are
         to  become shareholders of Global Income Fund as a result of the
         transfer of assets that is the subject of this Plan.

     (f) The Trust agrees to mail to each of its shareholders of record entitled
         to vote at the meeting of its shareholders at which action on this
         Plan is to be considered, in sufficient time to comply with
         requirements as to notice thereof, a combined Prospectus and Proxy
         Statement that complies in all material respects with the applicable
         provisions of Section 14(a) of the Securities Exchange Act of 1934, as
         amended (the "1934 Act"), and Section 20(a) of the 1940 Act, and the
         rules and regulations, respectively, thereunder.

     (g) Global Income Fund will file with the SEC a registration statement on
         Form N-14 under the 1933 Act relating to Global Income Fund Shares
         issuable hereunder (the "Global Income Fund  N-14 Registration
         Statement"), and will use its best efforts to provide that the Global
         Income Fund N-14 Registration Statement becomes effective as promptly
         as is practicable. At the time it becomes effective, the Global Income
         Fund N-14 Registration Statement will (i) comply  in all material
         respects with the applicable provisions of the 1933 Act, and the rules
         and regulations promulgated thereunder; and (ii) not contain any
         untrue statement of material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading. At the time the Global Income Fund N-14
         Registration Statement becomes effective, at the time of the Trust's
         shareholders' meeting to consider this Plan, and at the Closing Date,
         the Prospectus and Statement of Additional Information included in the
         Global Income Fund N-14 Registration Statement will not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

     (h) Global Income Fund will take the necessary actions to (i) maintain the
         listing of its shares on each stock exchange on which Global Income
         Fund Shares are listed as of the date of this Plan, and until such a
         time as the Global Income Fund Board determines that it is no longer
         in the best interests of Global Income Fund and its shareholders, and
         (ii) obtain the listing on each such stock exchange of those Global
         Income Fund Shares that are to be issued by Global Income Fund in
         order to consummate the Reorganization as set forth in Section 1 of
         this Plan.

8.   CONDITIONS PRECEDENT TO BE FULFILLED BY THE TRUST AND GLOBAL INCOME FUND.
     ------------------------------------------------------------------------

     The consummation of this Plan hereunder shall be subject to the following
respective conditions:

     (a) That: (i) all the representations and warranties of the other party
         contained herein shall be true and correct as of the Closing with the
         same effect as though made as of and at such date; (ii) the other
         party shall have performed all obligations required by this Plan to be
         performed by it prior to the Closing; and (iii) the other party shall
         have delivered to such party a certificate signed by the President, a
         Vice President or an equivalent officer to the foregoing effect.

     (b) That each party shall have delivered to the other party a copy of the
         resolutions approving the Plan adopted and approved by the appropriate
         action of the Trust Board or the  Global Income Fund Board, as
         appropriate, certified by its President, a Vice President or an
         equivalent officer of the Trust or Global Income Fund, respectively.

     (c) That the SEC shall not have  issued an unfavorable management report
         under Section 25(b) of the 1940 Act or instituted or threatened to
         institute any proceeding seeking to enjoin consummation of the Plan
         under Section 25(c) of the 1940 Act. And, further, no other legal,
         administrative or other proceeding shall have been instituted  or
         threatened that would materially affect the financial condition of
         either party or would prohibit the transactions contemplated hereby.

     (d) That this Plan and the Reorganization contemplated hereby shall have
         been adopted and approved by the appropriate action of the
         shareholders of the Trust at an annual or special meeting or any
         adjournment thereof.

     (e) That a distribution or distributions shall have been declared for the
         Trust prior to the Closing Date that, together with all previous
         distributions, shall have the effect of distributing to its
         shareholders (i) all of its ordinary income and all of its capital
         gain net income, if any, for the period from the close of its last
         fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii)
         any undistributed ordinary income and capital gain net income from any
         period to the extent not otherwise declared for distribution. Capital
         gain net income has the meaning given such term by Section  1222(a) of
         the Code.

     (f) That there shall be delivered to the Trust and Global Income Fund an
         opinion from Stradley Ronon Stevens & Young, LLP, counsel to the Trust
         and Global Income Fund, to the effect that, provided the acquisition
         contemplated hereby is carried out in accordance with this Plan and the
         laws of the State of Maryland and the Commonwealth of Massachusetts,
         and based upon certificates of the officers of the Trust and Global
         Income Fund with  regard to matters of fact:

          (1) The acquisition by Global Income Fund of substantially all the
              assets of the Trust as provided for herein in exchange for Global
              Income Fund Shares followed by the distribution by the Trust to
              its  shareholders of Global Income Fund Shares in complete
              liquidation of the Trust will qualify as a reorganization within
              the meaning of Section  368(a)(1) of the Code, and the Trust and
              Global Income Fund will each be a "party to the reorganization"
              within the meaning of Section 368(b) of the Code;

          (2) No gain or loss will be recognized by the Trust upon the transfer
              of substantially all of its  assets to Global Income Fund in
              exchange solely for voting shares of Global Income Fund (Sections
              361(a) and 357(a) of the Code);

          (3) No gain or loss will be recognized by Global Income Fund upon the
              receipt of substantially all of the assets of the Trust in
              exchange solely for voting shares of Global Income Fund (Section
              1032(a) of the Code);

          (4) No gain or loss will be recognized by the Trust upon  the
              distribution of Global Income Fund Shares to its shareholders in
              liquidation of the Trust (in  pursuance of the Plan) (Section
              361(c)(1) of the Code);

          (5) The basis of the assets of the Trust received by Global Income
              Fund  will be the same as the basis of such assets to the Trust
              immediately prior to the reorganization (Section 362(b) of the
              Code);

          (6) The holding period of the assets of the Trust received by Global
              Income Fund will include the period during which such assets were
              held by the Trust (Section 1223(2) of the Code);

          (7) No gain or loss will be recognized to the shareholders of the
              Trust upon the exchange of their shares in the Trust for voting
              shares of Global Income Fund, including fractional shares to
              which they may be entitled (Section 354(a) of the Code);

          (8) The basis of Global Income Fund Shares received by the
              shareholders of the Trust  shall be the same as the basis of the
              Trust Shares exchanged therefore (Section 358(a)(1) of the Code);

          (9) The holding period of Global Income Fund Shares received by
              shareholders of the Trust (including fractional shares to which
              they may be entitled) will include the holding period of the
              Trust Shares surrendered in exchange therefore, provided that the
              Trust Shares were held as a capital asset on the effective date
              of the exchange (Section 1223(1) of the Code); and

          (10) Global Income Fund will succeed to and take into account as of
               the date of the transfer (as defined in Section 1.381(b)-1(b) of
               the regulations issued by the United States Treasury ("Treasury
               Regulations")) the items of the Trust described in Section 381(c)
               of the Code, subject to the conditions and limitations specified
               in Sections 381, 382, 383 and 384 of the Code and the Treasury
               Regulations.

     (g) That there shall be delivered to Global Income Fund an opinion in form
         and substance satisfactory  to it from Stradley Ronon Stevens &
         Young, LLP, counsel to the Trust, to the effect that, subject in all
         respects to the effects of bankruptcy, insolvency, reorganization,
         moratorium, fraudulent conveyance and other laws now or hereafter
         affecting generally the enforcement of creditors' rights:

          (1) The Trust is a business trust formed  under the laws of the
              Commonwealth of Massachusetts on October 13, 1988, and is a
              validly existing trust and in good standing under the laws of
              that Commonwealth;

          (2) The Trust is authorized to issue an unlimited number of shares of
              beneficial interest, par value $0.01 per share.  The Trust
              currently issues shares of one (1) series and it has not
              designated any classes of shares. Assuming that the initial
              shares of beneficial interest  of the  Trust were issued  in
              accordance with the 1940 Act and the Trust  Documents, and that
              all other outstanding shares of the Trust were sold, issued and
              paid for in compliance in all material respects with applicable
              registration requirements of the 1933 Act, each such outstanding
              share is fully paid, non-assessable, freely transferable and has
              full voting rights in accordance with the terms of the Trust
              Documents;

          (3) The Trust is a closed-end investment company of the management
              type registered as such under the 1940 Act;

          (4) Except as disclosed in the Trust Disclosure Documents, such
              counsel does not know of any material suit, action or legal or
              administrative proceeding pending or threatened against the
              Trust, the unfavorable outcome of which would  materially and
              adversely affect the Trust;

          (5) All trust actions required to be taken by the Trust to authorize
              this Plan and to effect the Reorganization contemplated hereby
              have been duly authorized by all necessary action on the part of
              the Trust; and

          (6) The execution, delivery or performance of this Plan by the Trust
              will not violate any  provision of its Trust Documents, or the
              provisions of any agreement or other  instrument known to such
              counsel to which the Trust is a party or by which the Trust is
              otherwise bound; this Plan is the  legal, valid and binding
              obligation of the Trust and is enforceable against the Trust in
              accordance with its terms.

     In giving the opinions set forth above, this counsel may state that it is
relying on certificates of the officers of the Trust with regard to matters of
fact, and certain certifications and written statements of governmental
officials with respect to the good standing of the Trust.

     (h) That  there  shall be delivered to the Trust an opinion in form and
         substance satisfactory to it from Stradley Ronon Stevens & Young, LLP,
         counsel to Global Income Fund, to the effect that, subject in all
         respects to the effects of bankruptcy, insolvency, reorganization,
         moratorium, fraudulent conveyance  and other laws now or hereafter
         affecting generally the enforcement of creditors' rights:

          (1) Global Income Fund is a corporation incorporated under the laws of
              the State of  Maryland on January 28, 1988, and is a validly
              existing corporation and in good standing under the laws of that
              State;

          (2) Global Income Fund is authorized to issue two hundred million
              (200,000,000) shares of common stock, par value $0.01 per share.
              Global Income Fund currently issues shares of one (1) class and
              it has not designated  any series of shares. Assuming that the
              initial Global Income Fund Shares were issued in accordance with
              the 1940 Act and the Global Income Fund Corporate Documents, and
              that all other outstanding shares of Global Income Fund were
              sold, issued and paid for in compliance in all material respects
              with applicable registration  requirements of the 1933 Act, each
              such outstanding share is fully  paid, non-assessable, freely
              transferable and has full voting rights in accordance with the
              terms of the Global Income Fund Corporate Documents;

          (3) Global Income Fund is a closed-end investment company of the
              management type registered as such under the 1940 Act;

          (4) Except as disclosed in the Global Income Fund  Disclosure
              Documents, such counsel does  not know of any material  suit,
              action or legal or administrative proceeding pending  or
              threatened against Global Income Fund, the unfavorable outcome of
              which would materially and adversely affect Global Income Fund;

          (5) Global  Income Fund Shares to be issued pursuant to the terms of
              this Plan have been duly authorized and, when issued  and
              delivered as provided in this Plan, will have been validly issued
              and fully paid and will be non-assessable by Global Income Fund;

          (6) All corporate actions required to be taken by Global Income Fund
              to authorize this Plan and to effect the  Reorganization
              contemplated hereby have been duly  authorized  by all necessary
              action on the part of Global Income Fund;

          (7) The execution, delivery or performance of this Plan by Global
              Income Fund will not violate any  provision of its Global Income
              Fund Corporate Documents, or the provisions of any agreement or
              other instrument known to such counsel to which Global Income
              Fund is a party or by which Global Income Fund is otherwise
              bound; this Plan is the legal, valid and binding obligation of
              Global Income Fund and is enforceable against Global Income Fund
              in accordance with its terms; and

          (8) The Global Income Fund N-14 Registration Statement has been
              declared or, by operation of rule, has become effective under the
              1933 Act, and, to the best knowledge of such counsel, no stop
              order suspending the effectiveness of such Registration Statement
              has been issued, and no  proceedings for such purpose have been
              instituted or are pending before or threatened by the SEC under
              the 1933 Act, and nothing has come to counsel's attention that
              causes it to believe that, at the time the Global Income Fund
              N-14 Registration Statement became effective, or at the Closing,
              such Registration Statement (except for the financial statements
              and other financial and statistical data included therein,  as to
              which counsel need not express an opinion),  contained any untrue
              statement of a material fact or omitted to state a material fact
              required to be stated therein or necessary to make the statements
              therein not misleading; and such counsel knows of no legal or
              government proceedings required to be described in the Global
              Income Fund N-14 Registration  Statement, or of any contract or
              document of a character required to be described in the Global
              Income Fund N-14 Registration Statement that is not described as
              required.

     In giving the opinions set forth above, this counsel may state that it is
relying on certificates of the officers of Global Income Fund with regard to
matters of fact, and certain certifications and written statements of
governmental officials with respect to the good standing of Global Income Fund.

     (i) That the Trust shall have received a certificate from the President or
         a Vice  President of Global Income Fund to the effect that the
         statements contained in the Global Income Fund N-14 Registration
         Statement, at the time the Global Income Fund  N-14 Registration
         Statement became effective, at the date of the signing of this Plan,
         and at the Closing, did not contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading.

     (j) That the Global Income Fund N-14 Registration Statement with respect to
         Global Income Fund Shares to be delivered to the Trust's shareholders
         in accordance with this Plan shall have become effective, and no stop
         order suspending the effectiveness of the Global Income Fund N-14
         Registration Statement or any amendment or supplement thereto, shall
         have been issued  prior to the  Closing Date or shall be in effect at
         Closing, and no proceedings for the issuance of such an order shall be
         pending or threatened on that date.

     (k) That Global Income Fund Shares to be delivered hereunder shall be
         eligible for sale with each state commission or agency with which such
         eligibility is required in order to permit Global Income Fund Shares
         lawfully to be delivered to each holder of the Trust Shares.

     (l) That, at the Closing, there shall be transferred to Global Income Fund,
         aggregate Net Assets of the Trust comprising at least 90% in fair
         market value of the total net assets and 70% of the fair market value
         of the total gross assets recorded on the books of the Trust on the
         Closing Date.

     (m) That there be delivered to Global Income Fund information concerning
         the tax basis of the Trust in all securities transferred to Global
         Income Fund, together with shareholder information  including  the
         names, addresses and taxpayer identification numbers of  the
         shareholders of the Trust as of the Closing Date, the number of shares
         held  by each shareholder, the dividend  reinvestment elections
         applicable to each shareholder, and the backup withholding and
         nonresident alien withholding certifications,  notices or records on
         file with the Trust with respect to each shareholder.

     (n) That all consents of other parties, and all other consents, orders and
         permits of federal, state and local regulatory authorities (including
         those of the  SEC and of  state  Blue  Sky  securities  authorities,
         including any necessary "no-action" positions or exemptive orders from
         such federal and state authorities), required to permit consummation
         of the Reorganization contemplated hereby shall have been obtained,
         except where failure to obtain any such consent, order or permit would
         not involve a risk of a material adverse effect on the  assets or
         properties of the Trust or Global Income Fund.

     (o) That as of the  Closing Date, Global Income Fund shall have (i)
         maintained  the listing of its shares on each stock exchange on which
         Global Income Fund Shares were listed as of the date of this Plan, and
         (ii) obtained the listing on each such stock exchange of those Global
         Income Fund  Shares that are to be  issued by Global Income Fund
         pursuant to this Plan and the Reorganization.

9.   BROKERAGE FEES AND EXPENSES.
    -----------------------------

     (a) The Trust and Global Income Fund each represents and warrants to the
         other that there are no broker or finders' fees payable  by it in
         connection with the transactions provided for herein.

     (b) The expenses of entering into and carrying out the provisions of this
         Plan shall be borne  one-quarter  by the Trust, one-quarter by Global
         Income Fund and one-half by Franklin Advisers Inc.

10.  TERMINATION; POSTPONEMENT; WAIVER; ORDER.
     ------------------------------------------

     (a) Anything contained in this Plan to the contrary notwithstanding, this
         Plan may be terminated and the Reorganization abandoned at any time
         (whether before or after approval thereof by the shareholders of the
         Trust) prior to the Closing, or the Closing may be  postponed  as
         follows:

          (1) by mutual consent of the Trust and Global Income Fund;

          (2) by Global Income Fund if any condition of its obligations set
              forth in Section 8 has not been fulfilled or waived; or

          (3) by the  Trust if any condition  of its obligations set forth in
              Section 8 has not been fulfilled or waived.

     An election by the Trust or Global Income Fund to terminate  this Plan and
to abandon the Reorganization shall be exercised by the Trust  board or the
Global Income Fund Board, respectively.

     (b) If the transactions contemplated by this Plan have not been consummated
         by December 31, 2002, the Plan shall automatically terminate on that
         date, unless a later date is agreed to by both the Trust Board and the
         Global Income Fund Board.

     (c) In the event of termination of this Plan pursuant to the provisions
         hereof, the Plan shall become void and have no further effect, and
         neither the Trust nor Global Income Fund, nor their  trustees,
         directors, officers or agents or the shareholders of the Trust or
         Global Income Fund shall have any liability in respect of this Plan.

     (d) At any time prior to the  Closing, any of the terms or conditions of
         this Plan may be waived by the party who is entitled to the  benefit
         thereof by action taken by the Global Income Fund Board or the Trust
         Board, as the case may be, if, in the judgment of such Board, such
         action or waiver will not have a material adverse  effect  on the
         benefits intended under this Plan to its shareholders, on behalf of
         whom such action is taken.

     (e) The respective representations and warranties contained in Sections 4
         through  6  hereof shall expire with and  be  terminated  by  the
         Reorganization, and neither the Trust nor Global Income Fund, nor any
         of their officers, trustees,  directors, agents or shareholders shall
         have any liability with respect to such representations or warranties
         after the Closing.  This provision shall not protect any officer,
         trustee, director, agent or shareholder of the Trust or Global Income
         Fund  against any liability to the entity for which that officer,
         trustee, director, agent or shareholder so acts or to its shareholders
         to which that officer, trustee, director, agent or shareholder would
         otherwise  be  subject by reason of  willful misfeasance,  bad faith,
         gross negligence or reckless disregard of the duties in the conduct of
         such office.

     (f) If any order or orders of the SEC with respect to this Plan shall be
         issued prior to the Closing and shall impose any terms or conditions
         that are determined by action of the Trust Board and the Global Income
         Fund Board to be acceptable, such terms and conditions shall be
         binding as if a part of this Plan without further vote or approval of
         the shareholders of the Trust, unless such terms and conditions shall
         result in a change in the method of computing the number of Global
         Income Fund Shares to be issued to the Trust in which event, unless
         such terms and conditions shall have been included in the proxy
         solicitation material furnished to the shareholders of the Trust prior
         to the meeting at which the  transactions contemplated by this Plan
         shall have been approved, this Plan shall not be consummated and shall
         terminate unless the Trust shall  promptly call a special meeting of
         its shareholders at which such conditions so imposed shall  be
         submitted for approval.

11.  ENTIRE AGREEMENT AND AMENDMENTS.

     This Plan embodies the entire agreement between the parties and there are
no  agreements, understandings, restrictions or warranties relating  to the
transactions contemplated  by this Plan other  than  those set forth  herein or
herein provided for.  This Plan may be amended only by mutual consent of the
parties in writing.  Neither this Plan nor any interest herein may be assigned
without the prior written consent of the other party.

12.  COUNTERPARTS.

     This Plan may be executed  in any  number of counterparts, each of which
shall be deemed to be an original, but all such counterparts together shall
constitute but one instrument.

13.  NOTICES.

     (a) Any notice, report or demand required or permitted by any provision of
         this Plan shall be in writing and shall be deemed to have been given
         to the Trust if delivered or mailed, first class postage prepaid,
         addressed to Templeton Global Governments Income Trust, at 500 East
         Broward  Boulevard, Fort Lauderdale, Florida 33394,  Attention:
         Secretary.

     (b) Any notice, report or demand required or permitted by any provision of
         this Plan shall be in writing and shall be deemed to have been given
         to Global Income Fund if delivered or mailed, first class postage
         prepaid, addressed to Templeton Global Income Fund, Inc., at 500 East
         Broward Boulevard, Fort Lauderdale, Florida 33394, Attention:
         Secretary.

14.  GOVERNING LAW.

     This Plan shall be governed by and carried out in accordance  with the laws
of the Commonwealth of Massachusetts.

     IN WITNESS WHEREOF,  the Trust and Global Income Fund have each caused this
Plan to be executed on its behalf by its duly authorized officers, all as of the
date and year first-above written.

                                                TEMPLETON GLOBAL GOVERNMENTS
                                                INCOME TRUST


Attest:/s/LORI A. WEBER                         By:/s/GREGORY E. MCGOWAN
       -------------------------                   ------------------------
      Lori A. Weber                                Gregory E. McGowan
      Assistant Secretary                          President


                                                TEMPLETON GLOBAL INCOME FUND,
                                                INC.



Attest:/s/LORI A. WEBER                         By:/s/BARBARA J. GREEN
       -------------------------                   ------------------------
      Lori A. Weber                                Barbara J. Green
      Assistant Secretary                          Vice President and Secretary




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.11 OPIN COUNSL
<SEQUENCE>4
<FILENAME>ex99-11a.txt
<DESCRIPTION>OPINION & CONSENT OF COUNSEL
<TEXT>
STRADLEY                                    STRADLEY RONON STEVENS & YOUNG, LLP
SR RONON                                               2600 One Commerce Square
ATTORNEYS AT LAW                                    Philadelphia, PA 19103-7098
                                                       Telephone (215) 564-8000
                                                             Fax (215) 564/8120




                                 August 30, 2002

Templeton Global Governments Income Trust
500 East Broward Boulevard, Suite 2100
Fort Lauderdale, Florida  33394-3091

                  RE: REORGANIZATION OF TEMPLETON GLOBAL GOVERNMENTS
                      INCOME TRUST INTO TEMPLETON GLOBAL INCOME FUND, INC.
                      ------------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Templeton  Global  Governments  Income Trust, a
Massachusetts  business trust ("TGG") and Templeton  Global Income Fund, Inc., a
Maryland  corporation  ("TGIF"),  in  connection  with the Agreement and Plan of
Acquisition  by and  between TGG and TGIF,  dated as of  February  26, 2002 (the
"Plan").  The Plan provides for a transaction  ("Reorganization")  involving the
acquisition  by TGIF of  substantially  all of the  assets of TGG,  in  exchange
solely for shares of common  stock,  par value  $0.01 per share,  of TGIF ("TGIF
Fund Shares") to be distributed pro rata to TGG's  shareholders,  subject to the
terms and  conditions  specified in the Plan,  followed by the  liquidation  and
dissolution of TGG. This opinion is provided in accordance  with Section 8(h) of
the Plan.

     In rendering this opinion, we have examined originals or copies,  certified
or otherwise identified to our satisfaction, of the following documents:

     A. The Plan as  executed,  certified as true and correct on the date hereof
        by the Assistant Secretary of TGIF;

     B. The Articles of Incorporation ("Articles of Incorporation") and By-Laws
        ("By-Laws") of TGIF, certified as true and correct on the date hereof
        by the Assistant Secretary of TGIF;

     C. Certain minutes of proceedings of the Board of Directors of TGIF,
        including resolutions adopted by such Board in  meetings of such Board,
        certified as true and correct on the date hereof by the Assistant
        Secretary of TGIF;

     D. The Proxy Statement circulated in connection with the most recent Annual
        Meeting of Shareholders of TGG, held on August 1, 2002, together with
        the Notice of Annual Meeting of Shareholders of TGG relating thereto;

     E. TGIF's registration statement on Form N-2 dated March 17, 1988, as such
        disclosures have been amended to date by any: (i) amendments to TGIF's
        Form N-2 filed with the U.S. Securities and Exchange Commission (the
        "SEC"); (ii) press releases issued on behalf of TGIF; and (iii) TGIF's
        annual or semi-annual reports sent to shareholders pursuant to Section
        30 of the Investment Company Act of 1940, as amended (the "1940 Act")
        (together, the "TGIF Disclosure Documents");

     F. TGIF's registration statement on Form N-14 filed with the SEC under the
        Securities Act of 1933, as amended (the "1933 Act") relating to TGIF
        Fund Shares  issuable under the Plan (the "TGIF N-14 Registration
        Statement"); and

     G. A certificate of good standing of TGIF issued by the  Department of
        Assessments and Taxation of the State of Maryland on the date hereof.

     We have assumed, and therefore have  not  verified  independently,  the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies.  We are relying on  certificates  of the officers of TGIF with regard to
matters  of  fact  and  certain  certifications  and on  written  statements  of
governmental officials with respect to the good standing of TGIF. Other than our
review  of the  documents  set  forth  above,  we have not  reviewed  any  other
documents  or made any  independent  investigation  for the purpose of rendering
this opinion.  We make no  representations as to the scope or sufficiency of our
document review for your purposes.

     We have assumed that (i) the  execution,  delivery and  performance  of the
Plan by TGG does  not and  will not  conflict  with,  result  in a breach  of or
constitute a default or require any consent under,  any agreement,  indenture or
instrument to which TGG is a party or by which TGG is bound, (ii) the execution,
delivery and performance of the Plan by each of the parties thereto does not and
will not violate or conflict with any provision of any  judgment,  order,  writ,
injunction or decree of any court or governmental  authority applicable to it or
any  of  its   respective   property,   and  (iii)  no  action  other  than  the
authorization,  execution  and  delivery  of the  Plan,  the  authorization  and
approval of the Reorganization  and the closing of the  Reorganization  pursuant
thereto, has been taken to dissolve or terminate TGG or TGIF.

     The  opinions  hereinafter  expressed  are  subject in all  respects to the
effects  of  bankruptcy,  insolvency,  reorganization,   moratorium,  fraudulent
conveyance,  and other laws now or hereafter in effect  affecting  generally the
enforcement  of  creditors'  rights and to general  equitable  principles or any
principles  of  public  policy  limiting  the right to  enforce  indemnification
provisions.  In  connection  with the opinions  expressed in paragraph (7) below
with  respect to the  legality,  validity  and  binding  nature of the Plan,  we
express no opinion as to the  remedies  conferred  upon any party by the Plan or
the remedy that any court,  other governmental body or agency, or arbitrator may
grant, impose, or render.

     The following  opinions are limited to the Federal  securities  laws of the
United  States of America and the laws of the State of Maryland.  The  following
opinions  are given only with  respect to laws,  regulations  or orders that are
currently in effect.

     Based  upon and  subject  to the  foregoing  and the  following,  it is our
opinion that as of the date hereof:

     (1) TGIF is a corporation incorporated under the laws of the State of
         Maryland on January 28, 1988 and is a validly existing corporation
         and in good standing under the laws of the State of Maryland;

     (2) TGIF is authorized to issue two hundred million (200,000,000) shares of
         common stock, par value $0.01 per share which is the only class of
         stock itis authorized to issue; and assuming that the initial TGIF
         Fund Shares were issued in  accordance with the 1940 Act and the
         Articles of Incorporation and By-Laws, and that all other outstanding
         shares of TGIF were sold, issued and paid for in compliance in all
         material respects with applicable registration  requirements of the
         1933 Act, each such outstanding  share is fully paid, non-assessable,
         freely transferable and has full voting rights in accordance with the
         terms of the Articles of Incorporation and By-Laws;

     (3) TGIF is a closed-end investment company of the management type
         registered as such under the 1940 Act;

     (4) Except as disclosed in the TGIF Disclosure Documents, we do not know
         of any material suit, action or legal or administrative proceeding
         pending or threatened against TGIF, the unfavorable  outcome of which
         would materially and adversely affect TGIF;

     (5) TGIF Fund Shares to be issued pursuant to the terms of the Plan have
          been duly authorized and, when issued and  elivered as provided in the
          Plan, will have been validly issued and fully paid and  will  be
          non-assessable by TGIF;

     (6) All corporate actions required to be taken by TGIF to authorize the
         Plan and to effect the Reorganization contemplated in the Plan have
         been duly authorized by all necessary action on the part of TGIF;

     (7) The execution, delivery or performance of the Plan by TGIF will not
         violate any provision of its Articles of Incorporation or By-Laws,
         or the provisions of any agreement or other instrument known to us to
         which TGIF is a party or by which TGIF is otherwise bound; the Plan is
         the legal, valid and binding obligation of TGIF and is enforceable
         against TGIF in accordance with its terms; and

     (8) The TGIF N-14 Registration Statement has been declared or, by operation
         of rule, has become effective under the 1933 Act, and, to our best
         knowledge, no stop order suspending the effectiveness of such
         Registration Statement has been issued, and no proceedings for such
         purpose have been instituted  or are pending before or threatened by
         the SEC under the 1933 Act, and nothing has come to our attention that
         causes us to believe that, at the time the TGIF N-14 Registration
         Statement became effective, or at the Closing  (as that term is
         defined in the Plan), such  Registration Statement (except for the
         financial statements and other financial and statistical data included
         therein, as to which we do not express an opinion), contained any
         untrue  statement of a material fact or omitted to state a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading; and we know of no legal or government
         proceedings required  to  be  described  in  the  TGIF  N-14
         Registration Statement, or of any contract or document of a character
         required to be described in the TGIF N-14 Registration Statement that
         is not described as required.

     We assume no obligation to update or supplement this opinion to reflect any
facts  or   circumstances   that  may  hereafter  occur  whether  the  same  are
retroactively or prospectively  applied.  This opinion is being provided to you,
TGG,  only and may not be  published by you or relied upon in any respect by any
third party,  without the prior  written  consent of a partner in this law firm;
provided that we hereby  consent to the use of this opinion as an exhibit to the
post-effective  amendment  to the  TGIF  N-14  Registration  Statement,  and any
amendments thereto,  covering the registration of the TGIF Fund Shares under the
1933 Act and any applications,  registration  statements or notice filings,  and
amendments thereto,  that may be filed in accordance with the securities laws of
the several states in which shares of TGIF are offered,  and we further  consent
to  reference  in the TGIF  N-14  Registration  Statement  to the fact that this
opinion concerning the legality of the issue has been rendered by us.

                                Very truly yours,

                                STRADLEY, RONON, STEVENS & YOUNG, LLP



                                By: /s/BRUCE G. LETO
                                    ---------------------------
                                    Bruce G. Leto, a Partner

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12 TAX OPINION
<SEQUENCE>5
<FILENAME>ex99-12a.txt
<DESCRIPTION>OPINION & CONSENT OF COUNSEL ON TAX MATTERS
<TEXT>
STRADLEY                                    STRADLEY RONON STEVENS & YOUNG, LLP
SR RONON                                               2600 One Commerce Square
ATTORNEYS AT LAW                                    Philadelphia, PA 19103-7098
                                                       Telephone (215) 564-8000
                                                             Fax (215) 564/8120





                                 August 30, 2002

Board of Directors
Templeton Global Income Fund, Inc.
500 East Broward Boulevard
Fort Lauderdale, FL  33394

Board of Trustees
Templeton Global Governments Income Trust
500 East Broward Boulevard
Fort Lauderdale, FL  33394

               RE: AGREEMENT AND PLAN OF ACQUISITION (THE "PLAN") DATED
                   AS OF FEBRUARY 26, 2002, BY AND BETWEEN TEMPLETON
                   GLOBAL GOVERNMENTS INCOME TRUST ("ACQUIRED FUND"), A
                   BUSINESS TRUST FORMED UNDER THE LAWS OF THE COMMONWEALTH
                   OF MASSACHUSETTS, AND TEMPLETON GLOBAL INCOME FUND, INC.,
                   A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF
                   MARYLAND ("ACQUIRING FUND")
                   ----------------------------------------------------------

Ladies and Gentlemen:

     You have  requested  our  opinion  concerning  certain  federal  income tax
consequences of the reorganization of the Acquired Fund (the  "Reorganization"),
which will consist of: (i) the  acquisition by Acquiring  Fund of  substantially
all of the property, assets and goodwill of Acquired Fund in exchange solely for
full and  fractional  shares of common  stock,  par value  $0.01 per  share,  of
Acquiring Fund  ("Acquiring  Fund Shares");  (ii) the  distribution of Acquiring
Fund Shares to the  shareholders of Acquired Fund according to their  respective
interests in complete liquidation of Acquired Fund; and (iii) the dissolution of
Acquired  Fund as soon as is  practicable  after the closing date (the  "Closing
Date") of the reorganization (the "Reorganization"), all upon and subject to the
terms and conditions of the Plan.

     In rendering our opinion,  we have reviewed and relied upon:  (a) the Plan,
made as of the 26th day of February,  2002, by and between the Acquired Fund and
the Acquiring  Fund; (b) the proxy  materials  provided to  shareholders  of the
Acquired  Fund in  connection  with the Annual  Meeting of  Shareholders  of the
Acquired Fund held on August 1, 2002; (c) certain representations concerning the
Reorganization  made to us by the  Acquired  Fund  and the  Acquiring  Fund in a
letter  dated  August  30,  2002 (the  "Representation  Letter");  (d) all other
documents,  financial and other reports and corporate minutes we deemed relevant
or appropriate; and (e) such statutes, regulations,  rulings and decisions as we
deemed  material  in  rendering  this  opinion.  All terms used  herein,  unless
otherwise defined, are used as defined in the Plan.

     For purposes of this  opinion,  we have assumed that the Acquired  Fund, on
the Closing of the  Reorganization,  satisfies,  and  immediately  following the
Closing,  the  Acquiring  Fund will  continue to satisfy,  the  requirements  of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),  for
qualification as a regulated investment company.

     Based on the foregoing,  and provided the  Reorganization is carried out in
accordance with the applicable laws of The Commonwealth of Massachusetts and the
State  of  Maryland,   the  terms  of  the  Plan  and  the   statements  in  the
Representation Letter, it is our opinion that:

     1. The acquisition by the Acquiring Fund of substantially all of the assets
of the Acquired  Fund as provided for in the Plan in exchange for the  Acquiring
Fund  Shares,  followed  by  the  distribution  by  the  Acquired  Fund  to  its
shareholders  of the  Acquiring  Fund  Shares  in  complete  liquidation  of the
Acquired Fund,  will qualify as a  reorganization  within the meaning of Section
368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund each will be
a "party to the  reorganization"  within the  meaning  of Section  368(b) of the
Code.

     2.No gain or loss will be recognized by the Acquired Fund upon the transfer
of substantially  all of its assets to the Acquiring Fund in exchange solely for
the Acquiring  Fund Shares  pursuant to Section 361(a) and Section 357(a) of the
Code.

     3. No gain or loss  will be  recognized  by the  Acquiring  Fund  upon  the
receipt  by it of  substantially  all of the  assets  of the  Acquired  Fund  in
exchange solely for the Acquiring Fund Shares pursuant to Section 1032(a) of the
Code.

     4. No gain  or loss  will be  recognized  by the  Acquired  Fund  upon  the
distribution  of the  Acquiring  Fund  Shares to its  shareholders  in  complete
liquidation  of the Acquired Fund (in pursuance of the Plan) pursuant to Section
361(c)(1) of the Code.

     5. The basis of the assets of the Acquired  Fund  received by the Acquiring
Fund  will be the  same as the  basis  of  these  assets  to the  Acquired  Fund
immediately prior to the exchange pursuant to Section 362(b) of the Code.

     6. The holding  period of the assets of the Acquired  Fund  received by the
Acquiring Fund will include the period during which such assets were held by the
Acquired Fund pursuant to Section 1223(2) of the Code.

     7. No gain or loss will be recognized by the  shareholders  of the Acquired
Fund upon the  exchange of their  shares in the Acquired  Fund  ("Acquired  Fund
Shares") for the Acquiring  Fund Shares  (including  fractional  shares to which
they may be entitled) pursuant to Section 354(a) of the Code.

     8. The basis of the Acquiring Fund Shares  received by the  shareholders of
the Acquired Fund  (including  fractional  shares to which they may be entitled)
will be the same as the basis of the  Acquired  Fund Shares  exchanged  therefor
pursuant to Section 358(a)(1) of the Code.

     9.  The  holding  period  of the  Acquiring  Fund  Shares  received  by the
shareholders of the Acquired Fund (including fractional shares to which they may
be  entitled)  will  include  the  holding  period of the  Acquired  Fund Shares
surrendered  in exchange  therefor,  provided that the Acquired Fund Shares were
held as a capital asset  pursuant to Section  1223(1) of the Code on the Closing
Date.

     10. The  Acquiring  Fund will succeed to and take into  account,  as of the
date of the  transfer  as  defined in  Section  1.381(b)-1(b)  of the income tax
regulations  issued  by  the  United  States  Department  of the  Treasury  (the
"Treasury  Regulations"),  the items of the Acquired  Fund  described in Section
381(c) of the Code,  subject to the  conditions  and  limitations  specified  in
Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations.

     Our opinion is based upon the Code,  the applicable  Treasury  Regulations,
the present positions of the Internal Revenue Service (the "Service") as are set
forth  in   published   revenue   rulings   and  revenue   procedures,   present
administrative positions of the Service, and existing judicial decisions, all of
which are subject to change either  prospectively  or  retroactively.  We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of the Reorganization.

     Our opinion is conditioned  upon the  performance by the Acquiring Fund and
the  Acquired  Fund of their  undertakings  in the  Plan and the  Representation
Letter.   Our   opinion  is  limited  to  the   transactions   incident  to  the
Reorganization  described herein, and no opinion is rendered with respect to (i)
any other transaction or (ii) the effect, if any, of the Reorganization  (and/or
the transactions  incident thereto) on any other transaction  and/or the effect,
if any, of any such other transaction on the Reorganization.

     This opinion is being  rendered to the Acquiring Fund and the Acquired Fund
and may be relied upon only by such funds and the shareholders of each.

                                    Very truly yours,

                                    STRADLEY, RONON, STEVENS & YOUNG, LLP


                                    By: /s/ WILLIAM S. PILLING, III
                                      ----------------------------------
                                      William S. Pilling III, a Partner



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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