SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
ROYCE GLOBAL TRUST, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date filed:
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ROYCE GLOBAL TRUST, INC.
To the Stockholders of
ROYCE GLOBAL TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of ROYCE GLOBAL TRUST, INC. (the "Fund")
will be held at the offices of the Fund, 1414 Avenue of
the Americas, New York, New York, on April 29, 1997 at
2:00 p.m. (E.T.), for the following purposes:
1. To elect a board of four directors.
2. To ratify the selection of Ernst & Young
LLP as independent public accountants of the
Fund for the year ending December 31, 1997.
3. To transact such other business as may
come before the meeting or any adjournment
thereof.
The Board of Directors has fixed the close of
business on March 13, 1997 as the record date for the
determination of those stockholders entitled to vote at
the meeting, and only holders of record at the close of
business on that day will be entitled to vote.
The Fund's Annual Report to Stockholders for the
year ended December 31, 1996 was previously mailed to
stockholders, and copies of it are available upon
request, without charge, by writing to the Fund at 1414
Avenue of the Americas, New York, New York 10019 or
calling toll free at 1-800-221-4268.
IMPORTANT
To save the Fund the expense of additional proxy
solicitation, if you do not now expect to be present at
the meeting, please insert your instructions on the
enclosed Proxy, date and sign it and return it in the
enclosed envelope (which requires no postage if mailed
in the United States). The Proxy is solicited on
behalf of the Board of Directors, is revocable and will
not affect your right to vote in person in the event
that you attend the meeting.
By order of the Board of Directors,
John E. Denneen
Secretary
March 28, 1997
ANNUAL MEETING OF STOCKHOLDERS
OF
ROYCE GLOBAL TRUST, INC.
1414 Avenue of the Americas
New York, New York 10019
Tuesday, April 29, 1997
_____________________________
PROXY STATEMENT
_____________________________
Accompanying this Proxy Statement is a Notice of
Annual Meeting of Stockholders and a form of Proxy for
the meeting solicited on behalf of the directors of
Royce Global Trust, Inc. (the "Fund").
The Proxy may be revoked at any time before it is
exercised by written instructions to the Fund or by
filing a new Proxy with a later date, and any
stockholder attending the meeting may vote in person,
whether or not he or she has previously filed a Proxy.
The shares represented by all properly executed Proxies
received in time for the meeting will be voted. Where
a stockholder has specified a choice on the Proxy with
respect to Proposal 2 in the Notice of Annual Meeting,
his or her shares will be voted accordingly. If no
directions are given, the stockholder's shares will be
voted in favor of this Proposal. Unless authority to
vote for all nominees or for an individual nominee
pursuant to Proposal 1 is specifically withheld, the
Proxy will be voted for the election of all of the
persons nominated by the Board of Directors to become
directors. The cost of soliciting proxies will be borne
by the Fund, which will reimburse brokerage firms,
custodians, nominees and fiduciaries for their expenses
in forwarding proxy material to the beneficial owners of
the Fund's shares. Some officers and employees of the
Fund and/or Quest Advisory Corp. ("Quest"), the Fund's
investment adviser, may solicit Proxies personally and
by telephone, if deemed desirable.
On March 13, 1997, the record date for the
meeting, there were 7,998,419 shares of Common Stock of
the Fund outstanding. The stockholders entitled to
vote are those of record on that date. Each share is
entitled to one vote on each item of business at the
meeting. Stockholders vote at the Annual Meeting by
casting ballots (in person or by proxy) which are
tabulated by one or two persons, appointed by the Board
of Directors before the meeting, who serve as
Inspectors and Judges of Election at the meeting and
who have executed an Inspectors and Judges Oath.
Neither abstentions nor broker non-votes are counted in
the tabulation of such votes. Broker non-votes may be
counted for purposes of establishing a quorum.
The following persons were known to the Fund to be
beneficial owners or owners of record of 5% or more of
its outstanding shares of Common Stock as of the record
date:
AMOUNT AND NATURE PERCENTAGE
NAME AND ADDRESS OF OWNER OF OWNERSHIP OF CLASS
----------------- ----------
Charles M. Royce 524,600 shares-Beneficial 6.5%
1414 Avenue of the Americas (sole voting and investment
New York, NY 10019 power)
Magten Asset Management Corp. 1,369,400 shares- Beneficial 17.1%(1)
35 East 21st Street (sole voting and investment
New York, NY 10022 power)
Wachovia Corporation 581,182 shares-Beneficial 7.3%
100 North Main Street (sole voting and investment
Winston Salem, NC 27150 power)
Depository Trust Company 3,770,616 shares-Record 47.1%
Cede & Co.
P.O. Box 20 Bowling Green Station
New York, NY 10274
(1) These shares have been reported by Magten Asset
Management Corp. to the Securities and Exchange
Commission on a Schedule 13G which states that the
shares "were not acquired for the purpose of and
do not have the effect of changing or influencing
the control" of the Fund. Of this 17.1%, General
Motors Employees Domestic Group Pension Trust, an
advisory client of Magten Asset Management Corp.,
has an interest with respect to more than 5% of
the Fund's outstanding shares of Common Stock.
1. ELECTION OF DIRECTORS (PROPOSAL 1)
At the meeting, it is proposed to elect four
directors, each director to hold office until the next
Annual Meeting of Stockholders and until his successor
shall have been elected and qualifies. The Fund's
Board of Directors has nominated the following four
persons, each of whom has served as a director since
October 31, 1996, to become directors of the Fund.
Certain information concerning them is set forth below.
Each of these persons has agreed to serve if elected,
and the Fund's management has no reason to believe that
any of them will be unavailable for election as a
director. However, if any of them become unwilling or
unable to serve, the persons named in the accompanying
form of Proxy will vote for the election of such other
persons, if any, as the Board of Directors may
nominate.
POSITIONS WITH
NAME AGE THE FUND
---- --- --------------
[S] [C] [C]
Charles M. Royce...... 57 Director, President
and Treasurer
Richard M. Galkin...... 58 Director
Stephen L. Isaacs...... 57 Director
David L. Meister...... 57 Director
The Board of Directors has an Audit Committee,
comprised of Richard M. Galkin, Stephen L. Isaacs and
David L. Meister, which is responsible for recommending
the selection and nomination of the independent
auditors of the Fund and for conducting post-audit
reviews of the Fund's financial condition with the
auditors. The Board of Directors does not have any
other standing committees. A total of four meetings of
the Board of Directors or its Audit Committee were held
between October 31, 1996, when the current directors
took office, and December 31, 1996. Each director
attended 75% or more of the meetings.
There are no family relationships between any of
the Fund's directors and officers.
As of the record date, the Fund's directors
beneficially owned the following shares of its Common
Stock:
NAME OF DIRECTOR AMOUNT PERCENTAGE OF CLASS
---------------- ------ -------------------
[S] [C] [C]
Charles M. Royce.......... 524,600 shares 6.5%
Richard M. Galkin......... None N/A
Stephen L. Isaacs......... None N/A
David L. Meister.......... None N/A
Mr. Royce has sole voting power and sole
investment power as to the shares beneficially owned by
him. As of the record date, all directors and officers
of the Fund as a group (9 persons) beneficially owned
537,400 shares of the Fund's Common Stock, constituting
6.7% of the class.
BUSINESS EXPERIENCE
Set forth below is certain information as to the
principal business experience of the Fund's directors
during the past five years.
Charles M. Royce is the President, Secretary,
Treasurer and sole director and sole voting shareholder
of Quest, the investment adviser to the Fund. He has
served as Quest's President and Treasurer for more than
24 years. Mr. Royce also manages three private
investment partnerships through Quest Management
Company ("QMC"), a registered investment adviser, of
which he is the managing general partner.
Richard M. Galkin is a private investor and the
President of Richard M. Galkin Associates, Inc.,
telecommunications consultants.
Stephen L. Isaacs is an attorney, President of The
Center for Health and Social Policy since September
1996 and President of Stephen L. Isaacs Associates,
consultants. He was a Director of the Columbia
University Development Law and Policy Program and a
Professor at Columbia University until August 1996.
David L. Meister is a consultant in the
communications industry. He was an executive officer
of Digital Planet Inc. from April 1991 to December
1992.
Mr. Royce is also President and Treasurer of Royce
Micro-Cap Trust, Inc. ("OTCM"), Royce Value Trust, Inc.
("RVT") and The Royce Fund ("TRF"), registered
management investment companies. Messrs. Royce,
Galkin, Isaacs and Meister are also directors/trustees
of OTCM, RVT and TRF. Mr. Royce is also the sole
shareholder and director and Secretary of Quest
Distributors, Inc., the distributor of TRF's shares.
Mr. Royce is an "interested person" of the Fund
within the meaning of Section 2(a)(19) under the
Investment Company Act of 1940.
In addition to Mr. Royce, three Vice Presidents of
the Fund are also officers of Quest.
REMUNERATION OF DIRECTORS AND OFFICERS
Set forth below is the compensation paid by the
Fund and the three other registered investment
companies comprising The Royce Funds to each director
for the year ended December 31, 1996.
Aggregate Total Compensation
Compensation From From the Fund and
Director the Fund Other Royce Funds
- -------- ----------------- ------------------
Charles M. Royce............ $ 0 $ 0
Richard M. Galkin........... 3,500 64,500
Stephen L. Isaacs........... 3,500 64,500
David L. Meister............ 3,500 64,500
For 1996, each of the Fund's non-affiliated
directors received a base fee at the annual rate of
$7,500 per year plus $750 for each meeting of the Board
of Directors attended. No director of the Fund
received remuneration for services as a director for
the year ended December 31, 1996 in addition to or in
lieu of this standard arrangement. For 1997, the
Fund's non-affiliated directors will receive a base fee
of $2,500 per year plus $400 for each meeting.
TRANSACTION BETWEEN QUEST AND FORMER ADVISER
On October 31, 1996, Veitia and Associates, Inc.,
the Fund's former investment adviser, sold its business
and assets relating to the administration and
management of the Fund to Quest for a purchase price of
up to $2,083,465, of which $400,000 was paid through
the closing. Quest undertook, in connection with the
transaction, to completely waive the investment
advisory fees payable to it by the Fund until such time
as the market price of the Fund's Common Stock,
adjusted for distributions to stockholders and other
capital transactions, closed for a period of 20
consecutive trading days at or above $5.28, the Fund's
net asset value per share on October 31, 1996. The
purchase price payable by Quest to Veitia and
Associates will be reduced by the lesser of the amount
of the waiver or $883,465.
VOTE REQUIRED
A quorum consists of stockholders representing a
majority of the outstanding shares of the Fund's Common
Stock entitled to vote who are present in person or by
proxy, and a plurality of all of the votes cast at a
meeting at which a quorum is present is sufficient to
elect a director.
2. RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 2)
At the meeting, the stockholders will be asked to
ratify the selection by the Board of Directors,
including a majority of the directors who are not
"interested persons" (as such term is defined in the
Investment Company Act of 1940), of Ernst & Young LLP,
independent auditors, to serve as the Fund's auditors
for the year ending December 31, 1997.
Ernst & Young LLP has informed the Fund that
neither Ernst & Young LLP nor any of its partners has
any direct or indirect financial interest in the Fund
except as auditors and independent public accountants.
Ernst & Young LLP served as the Fund's independent
public accountants for the year ended December 31,
1996. Representatives of Ernst & Young LLP are not
expected to be present at the meeting, but have been
given an opportunity to make a statement if they so
desire, and will be available should any matter arise
requiring their participation.
VOTE REQUIRED
Ratification of the selection of Ernst & Young LLP
as the independent public accountants of the Fund
requires the affirmative vote of a majority of the
outstanding shares of Common Stock of the Fund present
or represented at the meeting (assuming that more than
50% of the shares are present or represented).
The Board of Directors recommends a vote FOR
Proposal 2.
3. OTHER BUSINESS
Management knows of no business to be brought
before the meeting other than Proposals 1 and 2 in the
Notice of the Annual Meeting. If other matters do come
before the meeting, it is intended that the shares
represented by Proxies will be voted in accordance with
the judgment of the person or persons exercising at the
meeting the authority conferred by the Proxies.
ADDITIONAL INFORMATION
Quest Advisory Corp., the Fund's investment
adviser, is located at 1414 Avenue of the Americas, New
York, New York 10019.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented
at the Fund's 1998 Annual Meeting of Stockholders must
be received by the Fund by November 28, 1998, for
inclusion in the Fund's Proxy Statement and form of
Proxy relating to that meeting.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN
THE ACCOMPANYING POSTAGE-PAID ENVELOPE
APPENDIX I
PROXY CARD
PROXY ROYCE GLOBAL TRUST, INC. PROXY
1414 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles M. Royce and John E. Denneen, or
either of them, acting in absence of the other, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse, all shares of the Fund held of
record by the undersigned on March 13, 1997, at the Annual Meeting of
Stockholders to be held on April 29, 1997, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1 and 2.
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on reverse. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------- -------------------------
- ------------------------- -------------------------
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PLEASE MARK VOTES
X AS IN THIS EXAMPLE
ROYCE GLOBAL TRUST, INC.
Please be sure to sign and date this Proxy. Date
Stockholder sign here Co-owner sign here
1. ELECTION OF DIRECTORS
(Page 2)
With- For All
For hold Except
Charles M. Royce, Richard M. Galkin,
Stephen L. Isaacs, and David L. Meister
If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's
name. Your shares will be voted for the remaining nominees.
For Against Abstain
2. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)
3. THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
Please be sure to sign and date Mark box at right if an address change or
this proxy Date comment has been noted on the reverse side
of this card. / /
Stockholder sign here co-owner sign here RECORD DATE SHARES: