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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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SIGNATURE JOHN E. DENNEEN
TITLE SECRETARY
<PAGE>
SIGNATURE PAGE
For period ending 12/31/96
File number 811--05379
This report is signed on behalf of the registrant in the City of
New York and State of New York on the 28th day of February, 1997.
ROYCE GLOBAL TRUST, INC.
By: /s/ Daniel A. O'Byrne Witness: /s/ John E. Denneen
Daniel A. O'Byrne John E. Denneen
Vice President Secretary
<PAGE>
Board of Directors
Royce Global Trust, Inc.
In planning and performing our audit of the financial statements of
Royce Global Trust, Inc. for the year ended December 31, 1996,
we considered its internal control structure, including procedures for
safeguarding securities, in order to determine our auditing procedures for
the purpose of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide assurance on
the internal control structure.
The management of Royce Global Trust, Inc. is responsible for establishing
and maintaining an internal control structure. In fulfilling this
responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of internal control
structure policies and procedures. Two of the objectives of an internal
control structure are to provide management with reasonable, but not
absolute, assurance that assets are safeguarded against loss from
unauthorized use or
disposition and that transactions are executed in accordance with
management's authorization and recorded properly to permit preparation of
financial statements in conformity with generally accepted accounting
principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that it
may become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be
material weaknesses under standards established by the American Institute of
Certified Public Accountants. A material weakness is a condition in which
the design or operation of the specific internal control structure elements
does not reduce to a relatively low level the risk that errors or
irregularities in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing their assigned
functions. However, we noted no matters involving the internal control
structure, including procedures for safeguarding securities, that we
consider to be material weaknesses as defined above as of December 31, 1996.
This report is intended solely for the information and use of management and
the Securities and Exchange Commission.
ERNST & YOUNG LLP
February 25, 1997
<PAGE>
N-SAR ATTACHMENT
Item 77(C)
At the 1996 Annual Meeting of Stockholders of the
Registrant (called for on August 29, 1996 and adjourned to
October 25, 1996), the stockholders approved: (i) a new
investment advisory agreement between the Registrant and
Quest Advisory Corp.; (ii) the election of a new Board of
Directors of the Registrant, consisting of (a) Charles M.
Royce, (b) Richard M. Galkin, (c) Stephen L. Isaacs, and (d)
David L. Meister; (iii) a change in the Registrant's
fundamental investment objectives; (iv) amended and restated
articles of incorporation; and (v) the selection of new
accountants.
Votes Cast For Votes Cast Against Votes Abstained
(i) 4,110,941 2,634,924 181,443
(ii)
(a) 4,408,812 N/A 2,518,497
(b) 4,398,578 N/A 2,528,732
(c) 4,395,738 N/A 2,531,571
(d) 4,394,875 N/A 2,532,435
(iii) 4,049,794 2,648,011 229,503
(iv) 4,052,997 2,640,741 233,570
(v) 5,591,433 1,156,127 179,747
<PAGE>
Item 77(C) Continued
On or about October 18, 1996, the Registrant's
stockholders were informed of a proposal by Quest Advisory
Corp. to voluntarily waive its advisory fee until a share of
the Registrant's Common Stock had a market value equivalent
to the share's net asset value as of October 31, 1996 (as
described in detail in a letter to the Registrant's
stockholders from Quest Advisory Corp.), and they were
offered an opportunity to change their votes. At least one
beneficial holder changed its votes on October 23, 1996,
before the Annual Meeting. However, such changed votes were
inadvertently not cast by the record holder of the shares at
the October 25, 1996 Annual Meeting. Had such votes been
cast at the Annual Meeting, the voting results would have
been the following:
Votes Cast For Votes Cast Against Votes Abstained
(i) 4,476,006 2,269,859 181,443
(ii)
(a) 4,408,812 N/A 2,518,497
(b) 4,398,578 N/A 2,528,732
(c) 4,395,738 N/A 2,531,571
(d) 4,394,875 N/A 2,532,435
(iii) 4,414,859 2,282,946 229,503
(iv) 4,418,062 2,275,676 233,570
(v) 5,591,433 1,156,127 179,747
<PAGE>
N-SAR ATTACHMENT
Item 77(K)
At the 1996 Annual Meeting of Stockholders of the
Registrant held on October 25, 1996, the stockholders
ratified the selection by the Registrant's Board of
Directors, including a majority of such directors who were
not "interested persons" (as such term is defined in the
Investment Company Act of 1940), of Ernst & Young LLP,
independent public accountants, to serve as the Registrant's
auditors for the year ending December 31, 1996.
The Board's selection of Ernst & Young LLP was based on
a consideration of administrative convenience and cost
efficiency, and did not involve any dispute with KPMG Peat
Marwick or a decision by KPMG Peat Marwick not to stand for
re-election as auditors. The reports of KPMG Peat Marwick
on the financial statements of the Registrant as of December
31, 1995 and 1994 and for the years then ended did not
contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to audit scope or accounting
principles.
Ernst & Young LLP has informed the Registrant that
neither Ernst & Young LLP nor any of its partners has any
direct or indirect financial interest in the Registrant
except as auditors and independent public accountants.
Item 77(Q)(1)
(a) Copies of the Registrant's Articles of Amendment and
Restatement and Articles of Correction were filed as
Exhibits 99.2A(i) and 99.2A(ii) to Registrant's
Amendment No. 8 to its Registration Statement on Form N-
2 under the Investment Company Act of 1940, filed on
November 21, 1996 (No. 811-05379).
A copy of the Registrant's By-laws, as amended and
restated effective October 31, 1996, was filed as
Exhibit 99.2B to Registrant's Amendment No. 8 to its
Registration Statement on Form N-2 under the Investment
Company Act of 1940, filed on November 21, 1996 (No.
811-05379).
A copy of the Registrant's Amended and Restated By-laws
dated December 18, 1996 is attached hereto.
(e) A copy of the Registrant's Investment Advisory
Agreement dated October 31, 1996, was filed as Exhibit
99.2G to Registrant's Amendment No. 8 to its
Registration Statement on Form N-2 under the Investment
Company Act of 1940, filed on November 21, 1996 (No.
811-05379).
<PAGE>
AMENDED AND RESTATED
BYLAWS
OF
ROYCE GLOBAL TRUST, INC.
A Maryland Corporation
ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the
stockholders of Royce Global Trust, Inc. (the "Corporation")
shall be held on a date fixed from time to time by the Board of
Directors within the thirty-one (31) day period ending on April
30 of each calendar year. An annual meeting may be held at any
place in the United States, in or out of the State of Maryland,
as may be determined by the Board of Directors, and shall be
designated in the notice of the meeting, and at the time
specified by the Board of Directors. Unless otherwise provided
by statute, the Corporation's Articles of Incorporation or these
Bylaws, any business of the Corporation may be transacted at an
annual meeting without being specifically designated in the
notice.
SECTION 2. Special Meetings. Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Corporation's Articles of
Incorporation, may be held at any place within the United States,
and may be called at any time by the Board of Directors or by the
President, and shall be called by the President or Secretary at
the request in writing of a majority of the Board of Directors or
at the request in writing of stockholders entitled to cast at
least a majority of the votes entitled to be cast at the meeting
upon payment by such stockholders to the Corporation of the
reasonably estimated cost of preparing and mailing a notice of
the meeting (which estimated cost shall be provided to such
stockholders by the Secretary of the Corporation).
SECTION 3. Notice of Meetings. Written or printed
notice of the purpose or purposes, in the case of a special
meeting, and of the time and place of every meeting of the
stockholders shall be given by the Secretary of the Corporation
to each stockholder of record entitled to vote at the meeting, by
placing the notice in the mail at least ten (10) days, but not
more than ninety (90) days, prior to the date designated for the
meeting, addressed to each stockholder at his address appearing
on the books of the Corporation or supplied by the stockholder to
the Corporation for the purpose of notice. The notice of any
meeting of stockholders may be accompanied by a form of proxy
approved by the Board of Directors in favor of the actions or
persons as the Board of Directors may select. Notice of any
meeting of stockholders shall be deemed waived by any stockholder
who attends the meeting in person or by proxy, or who before or
after the meeting submits a signed waiver of notice that is filed
with the records of the meeting.
<PAGE>
SECTION 4. Quorum. The presence in person or by proxy
of stockholders of the Corporation entitled to cast at least a
majority of the votes entitled to be cast shall constitute a
quorum at each meeting of the stockholders, and all questions
shall be decided by a majority of the votes cast on the question
(except with respect to the election of directors, which shall be
by plurality of the votes cast), unless otherwise required by the
laws of the State of Maryland, the Investment Company Act of
1940, as amended, or the Corporation's Articles of Incorporation.
In the absence of a quorum, the stockholders present in person or
by proxy at the meeting, by majority vote and without notice
other than by announcement at the meeting, may adjourn the
meeting from time to time as provided in Section 5 of this
Article I until a quorum shall attend. The stockholders present
at any duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. The lack of presence
at any meeting in person or by proxy of holders of the number of
shares of stock of the Corporation of the proportion that may be
required by the laws of the State of Maryland, the Investment
Company Act of 1940, as amended, or other applicable statute, the
Corporation's Articles of Incorporation or these Bylaws, for
action upon any given matter shall not prevent action at the
meeting on any other matter or matters that may properly come
before the meeting, so long as there are present, in person or by
proxy, holders of the number of shares of stock of the
Corporation required for action upon the other matter or matters.
SECTION 5. Adjournment. Any meeting of the
stockholders may be adjourned from time to time, without notice
other than by announcement at the meeting at which the
adjournment is taken. At any adjourned meeting at which a quorum
shall be present, any action may be taken that could have been
taken at the meeting originally called. A meeting of the
stockholders may not be adjourned to a date more than one hundred
twenty (120) days after the original record date, unless a new
record date is set by the Board of Directors and further notice
is provided to the stockholders.
SECTION 6. Organization. At every meeting of the
stockholders, the President, or in his absence or inability to
act, a Vice President, or in the absence or inability to act of
the President and all the Vice Presidents, a chairman chosen by
the stockholders, shall act as chairman of the meeting. The
Secretary, or in his absence or inability to act, a person
appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes of the meeting.
SECTION 7. Order of Business. The order of business
at all meetings of the stockholders shall be as determined by the
chairman of the meeting.
SECTION 8. Voting. Except as otherwise provided by
statute or the Corporation's Articles of Incorporation, each
holder of record of shares of stock of the Corporation having
voting power shall be entitled at each meeting of the
stockholders to one (1) vote for every full share of stock, and
proportional voting rights for fractional shares of stock,
standing in his name on the records of the Corporation as of the
record date determined pursuant to Section 9 of this Article I.
Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for
him by a proxy signed by the stockholder or his attorney-in-fact.
A stockholder may authorize another person or persons to act as
proxy by transmitting, or authorizing the transmission of, a
telegram, cablegram, datagram or other means of electronic
transmission to the person or persons authorized to act as proxy
or to a proxy solicitation firm, proxy support service
organization or other person authorized by the person or persons
<PAGE>
who will act as proxy to receive the transmission. No proxy
shall be valid after the expiration of eleven (11) months from
the date thereof, unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases in which the proxy states
that it is irrevocable and in which an irrevocable proxy is
permitted by law.
SECTION 9. Fixing of Record Date for Determining
Stockholders Entitled to Notice and to Vote at Meeting. The
Board of Directors may set a record date for the purpose of
determining stockholders entitled to notice of, and to vote at,
any meeting of the stockholders. The record date for a
particular meeting shall be not more than ninety (90) nor fewer
than ten (10) days before the date of the meeting. All persons
who were holders of record of shares as of the record date of a
meeting, and no others, shall be entitled to vote at such meeting
and any adjournment thereof.
SECTION 10. Inspectors. The Board of Directors may,
in advance of any meeting of stockholders, appoint one (1) or
more inspectors to act at the meeting or at any adjournment of
the meeting. If the inspectors shall not be so appointed or if
any of them shall fail to appear or act, the chairman of the
meeting may appoint inspectors. Each inspector, before entering
upon the discharge of his duties, shall, if required by the
chairman of the meeting, take and sign an oath to execute
faithfully the duties of inspector of the meeting with strict
impartiality and according to the best of his ability. The
inspectors shall determine the number of shares outstanding and
the voting power of each share, the number of shares represented
at the meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result and do those acts as
are proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote at the meeting, the inspectors shall
make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact
found by them. No director or candidate for the office of
director shall act as inspector of an election of directors.
Inspectors need not be stockholders of the Corporation.
SECTION 11. Consent of Stockholders in Lieu of
Meeting. Except as otherwise provided by statute or the
Corporation's Articles of Incorporation, any action required to
be taken at any annual or special meeting of stockholders, or any
action that may be taken at any annual or special meeting of the
stockholders, may be taken without a meeting, without prior
notice and without a vote, if the following are filed with the
records of stockholders' meetings: (a) a unanimous written
consent that sets forth the action and is signed by each
stockholder entitled to vote on the matter and (b) a written
waiver of any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to vote at the
meeting.
<PAGE>
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers. Except as otherwise
provided in the Corporation's Articles of Incorporation, the
business and affairs of the Corporation shall be managed under
the direction of the Board of Directors. All powers of the
Corporation may be exercised by or under authority of the Board
of Directors except as conferred on or reserved to the
stockholders by law, by the Corporation's Articles of
Incorporation or by these Bylaws.
SECTION 2. Number, Election and Term of Directors.
The number of directors shall be fixed from time to time by
resolution of the Board of Directors adopted by a majority of the
directors then in office; provided, however, that the number of
directors shall in no event be fewer than three (3) nor, subject
to the charter of the Corporation, more than eleven (11).
Directors shall hold office for one year or until the first
annual election following their election and until their
successors are duly elected and qualify. The directors shall be
elected at the annual meeting of the stockholders, except as
provided in Section 5 of this Article, and each director elected
shall hold office until his successor shall have been elected and
shall have qualified, until his death or until he shall have
resigned or have been removed as provided in these Bylaws, or as
otherwise provided by statute or the Corporation's Articles of
Incorporation. Any vacancy created by an increase in directors
may be filled in accordance with Section 5 of this Article II.
No reduction in the number of directors shall have the effect of
removing any director from office prior to the expiration of his
term unless the director is specifically removed pursuant to
Section 4 of this Article II at the time of the decrease. A
director need not be a stockholder of the Corporation, a citizen
of the United States or a resident of the State of Maryland.
SECTION 3. Resignation. A director of the Corporation
may resign at any time by giving written notice of his
resignation to the Board of Directors or to the President or the
Secretary of the Corporation. Any resignation shall take effect
at the time specified in it or, should the time when it is to
become effective not be specified in it, immediately upon its
receipt. Unless the resignation states otherwise, acceptance of
a resignation shall not be necessary to make it effective.
SECTION 4. Removal of Directors. Any director of the
Corporation may be removed by the stockholders, with or without
cause, by a vote of a majority of the votes entitled to be cast
for the election of directors.
SECTION 5. Vacancies. Subject to the provisions of
the Investment Company Act of 1940, as amended, any vacancies in
the Board of Directors, whether arising from death, resignation,
removal or any other cause except an increase in the number of
directors, shall be filled by a vote of the majority of the
directors then in office even though that majority is less than a
quorum, provided that no vacancy or vacancies shall be filled by
action of the remaining directors if, after the filling of the
vacancy or vacancies, fewer than two-thirds of the directors then
holding office shall have been elected by the stockholders of the
Corporation. A majority of the entire Board in office at the
time of the increase may fill a vacancy that results from an
increase in the number of directors. In the event that at any
time a vacancy exists in any office of a director that may not be
filled by the remaining directors, a special meeting of the
stockholders shall be held as promptly as possible and in any
event within sixty (60) days, for the purpose of filling the
vacancy or vacancies. Any director appointed by the Board of
<PAGE>
Directors to fill a vacancy shall hold office only until the next
annual meeting of stockholders of the Corporation and until a
successor has been elected and qualifies or until his earlier
death, resignation or removal.
SECTION 6. Place of Meetings. Meetings of the Board
of Directors may be held at any place that the Board of Directors
may from time to time determine or that is specified in the
notice of the meeting.
SECTION 7. Regular Meetings. Regular meetings of the
Board of Directors may be held without notice at the time and
place determined by the Board of Directors.
SECTION 8. Special Meetings. Special meetings of the
Board of Directors may be called by a majority of the directors
of the Corporation or by the President.
SECTION 9. Annual Meeting. The annual meeting of the
Board of Directors shall be held as soon as practicable after the
meeting of stockholders at which the directors were elected. No
notice of such annual meeting shall be necessary if held
immediately after the adjournment, and at the site, of the
meeting of stockholders. If not so held, notice shall be given
as hereinafter provided for special meetings of the Board of
Directors.
SECTION 10. Notice of Special Meetings. Notice of
each special meeting of the Board of Directors shall be given by
the Secretary or the President as hereinafter provided. Each
notice shall state the time and place of the meeting and shall be
delivered to each director, either personally or by telephone or
other standard form of telecommunication, at least twenty-four
(24) hours before the time at which the meeting is to be held, or
by first-class mail, postage prepaid, addressed to the director
at his residence or usual place of business, and mailed at least
three (3) days before the day on which the meeting is to be held.
SECTION 11. Waiver of Notice of Meetings. Notice of
any special meeting need not be given to any director who shall,
either before or after the meeting, sign a written waiver of
notice that is filed with the records of the meeting or who shall
attend the meeting.
SECTION 12. Quorum and Voting. One-third (1/3) of the
members of the entire Board of Directors shall be present in
person at any meeting of the Board so as to constitute a quorum
for the transaction of business at the meeting, and, except as
otherwise expressly required by statute, the Corporation's
Articles of Incorporation, these Bylaws, the Investment Company
Act of 1940, as amended, or any other applicable statute, the act
of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board. In the absence
of a quorum at any meeting of the Board, a majority of the
directors present may adjourn the meeting to another time and
place, and notice of any adjourned meeting shall be given to the
directors who were not present at the time of the adjournment
and, unless the time and place were announced at the meeting at
which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted at the meeting as
originally called.
<PAGE>
SECTION 13. Organization. The President or, in his
absence or inability to act, another director chosen by a
majority of the directors present shall act as chairman of the
meeting and preside at the meeting. The Secretary (or, in his
absence or inability to act, any person appointed by the
chairman) shall act as secretary of the meeting and keep the
minutes of the meeting.
SECTION 14. Committees. The Board of Directors may
designate one (1) or more committees of the Board of Directors,
each consisting of one (1) or more directors. To the extent
provided in the resolution and permitted by law, the committee or
committees shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation. Any committee or committees shall have the name or
names determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of
its meetings and provide those minutes to the Board of Directors
when required. The members of a committee present at any
meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member.
SECTION 15. Written Consent of Directors in Lieu of a
Meeting. Subject to the provisions of the Investment Company Act
of 1940, as amended, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee of
the Board may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes
of the proceedings of the Board or committee.
SECTION 16. Telephone Conference. Members of the
Board of Directors or any committee of the Board may participate
in any Board or committee meeting by means of a conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute
presence in person at the meeting.
SECTION 17. Compensation. Each director shall be
entitled to receive such compensation, if any, as may from time
to time be fixed by the Board of Directors, including a fee for
each meeting of the Board or any committee thereof, regular or
special, he attends. Directors may also be reimbursed by the
Corporation for all reasonable expenses incurred in traveling to
and from the place of a Board or committee meeting.
ARTICLE III
OFFICERS, AGENTS AND EMPLOYEES
SECTION 1. Number and Qualifications. The officers of
the Corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. The Board of Directors may elect or appoint one (1)
or more Vice Presidents and may also appoint any other officers,
agents and employees it deems necessary or proper. Any two (2)
or more offices may be held by the same person, except the office
of President and Vice President, but no officer shall execute,
acknowledge or verify in more than one capacity any instrument
required by law to be executed, acknowledged or verified in more
than one capacity. Officers shall be elected by the Board of
<PAGE>
Directors each year at its first meeting held after the annual
meeting of stockholders, each to hold office until the meeting of
the Board following the next annual meeting of the stockholders
and until his successor shall have been duly elected and shall
have qualified, until his death or until he shall have resigned
or have been removed, as provided by these Bylaws. The Board of
Directors may from time to time elect such officers (including
one or more Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries) and may
appoint, or delegate to the President the power to appoint, such
agents as may be necessary or desirable for the business of the
Corporation. Such other officers and agents shall have such
duties and shall hold their offices for such terms as may be
prescribed by the Board or by the appointing authority.
SECTION 2. Resignations. Any officer of the
Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, the President or the
Secretary. Any resignation shall take effect at the time
specified therein or, if the time when it shall become effective
is not specified therein, immediately upon its receipt. Unless
otherwise stated in the resignation, the acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. Removal of Officer, Agent or Employee. Any
officer, agent or employee of the Corporation may be removed by
the Board of Directors, with or without cause, at any time if the
Board of Directors in its judgment finds that the best interests
of the Corporation will be served thereby, and the Board may
delegate the power of removal as to agents and employees not
elected or appointed by the Board of Directors. Removal shall be
without prejudice to the person's contract rights, if any, but
the appointment of any person as an officer, agent or employee of
the Corporation shall not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office,
whether arising from death, resignation, removal or any other
cause, may be filled for the unexpired portion of the term of the
office that shall be vacant, in the manner prescribed in these
Bylaws for the regular election or appointment to the office.
SECTION 5. Compensation. The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer with
respect to other officers under his control.
SECTION 6. Bonds or Other Security. If required by
the Board, any officer, agent or employee of the Corporation
shall give a bond or other security for the faithful performance
of his duties, in an amount and with any surety or sureties as
the Board may require.
SECTION 7. President. The President shall be the
chief executive officer of the Corporation and shall preside at
all meetings of the stockholders and of the Board of Directors.
The President shall, subject to the control of the Board of
Directors, have general charge of the business and affairs of the
Corporation and may employ and discharge employees and agents of
the Corporation, except those elected or appointed by the Board,
and he may delegate these powers.
SECTION 8. Vice President. Each Vice President shall
have the powers and perform the duties that the Board of
Directors or the President may from time to time prescribe.
<PAGE>
SECTION 9. Treasurer. Subject to the provisions of
any contract that may be entered into with any custodian pursuant
to authority granted by the Board of Directors, the Treasurer
shall have charge of all receipts and disbursements of the
Corporation and shall have or provide for the custody of the
Corporation's funds and securities; he shall have full authority
to receive and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts and warrants, in its
name and on its behalf, and to give full discharge for the same;
he shall deposit all funds of the Corporation, except those that
may be required for current use, in such banks or other places of
deposit as the Board of Directors may from time to time
designate; and he shall, in general, perform all duties incident
to the office of Treasurer and such other duties as may from time
to time be assigned to him by the Board of Directors or the
President.
SECTION 10. Secretary. The Secretary shall:
(a) Keep or cause to be kept, in one or more
books provided for the purpose, the minutes of all meetings of
the Board of Directors, the committees of the Board and the
stockholders;
(b) See that all notices are duly given in
accordance with the provisions of these Bylaws and as required by
law;
(c) Be custodian of the records and the seal of
the Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its
seal;
(d) See that the books, reports, statements,
certificates and other documents and records required by law to
be kept and filed are properly kept and filed; and
(e) In general, perform all the duties incident
to the office of Secretary and such other duties as from time to
time may be assigned to him by the Board of Directors or the
President.
SECTION 11. Delegation of Duties. In case of the
absence of any officer of the Corporation, or for any other
reason that the Board of Directors may deem sufficient, the Board
may confer for the time being the powers or duties, or any of
them, of such officer upon any other officer or upon any
director.
ARTICLE IV
STOCK
SECTION 1. Stock Certificates. To the extent provided
by the Board of Directors, each holder of stock of the
Corporation shall be entitled to have a certificate or
certificates representing shares of stock of the Corporation
owned by him. Such certificates shall be in a form approved by
the Board, signed by or in the name of the Corporation by the
President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
<PAGE>
and sealed with the seal of the Corporation. Any or all of the
signatures or the seal on the certificate may be facsimiles. In
case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar
before the certificate is issued, it may nevertheless be issued
by the Corporation with the same effect as if the officer,
transfer agent or registrar was still in office at the date of
issue.
SECTION 2. Stock Ledger. There shall be maintained a
stock ledger containing the name and address of each stockholder
and the number of shares of stock of each class the stockholder
holds. The stock ledger may be in written form or any other form
which can be converted within a reasonable time into written form
for visual inspection. The original or a duplicate of the stock
ledger shall be kept at the principal office of the Corporation,
at the office of the transfer agent for such shares or at any
other office or agency specified by the Board of Directors.
SECTION 3. Transfers of Shares. Transfers of shares
of stock of the Corporation shall be made on the stock records of
the Corporation only by the registered holder of the shares, or
by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent or
transfer clerk, and on surrender of the certificate or
certificates, if issued, for the shares properly endorsed or
accompanied by a duly executed stock transfer power and the
payment of all taxes thereon. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the
record of stockholders as the owner of the share or shares for
all purposes, including, without limitation, the rights to
receive dividends or other distributions and to vote as the
owner, and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or
shares on the part of any other person.
SECTION 4. Regulations. The Board of Directors may
authorize the issuance of uncertificated securities if permitted
by law. If stock certificates are issued, the Board of Directors
may make any additional rules and regulations, not inconsistent
with these Bylaws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of
the Corporation. The Board may appoint, or authorize any officer
or officers to appoint, one or more transfer agents or one or
more transfer clerks and one or more registrars and may require
all certificates for shares of stock to bear the signature or
signatures of any of them.
SECTION 5. Lost, Destroyed or Mutilated Certificates.
The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of its loss,
destruction or mutilation, and the Corporation may issue a new
certificate of stock in the place of any certificate issued by it
that has been alleged to have been lost or destroyed or that
shall have been mutilated. The Board may, in its absolute
discretion, require the owner (or his legal representative) of a
lost, destroyed or mutilated certificate to give to the
Corporation a bond in a sum, limited or unlimited, and form and
with any surety or sureties, as the Board in its absolute
discretion shall determine, to indemnify the Corporation against
any claim that may be made against it on account of the alleged
loss or destruction of any such certificate or issuance of a new
certificate. Anything herein to the contrary notwithstanding,
the Board of Directors may, in its absolute discretion, refuse to
issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Maryland.
<PAGE>
SECTION 6. Fixing of Record Date for Dividends,
Distributions, etc. The Board may fix, in advance, a date not
more than ninety (90) days preceding the date fixed for the
payment of any dividend or the making of any distribution or the
allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of common stock or other securities, as the record date
for the determination of the stockholders entitled to receive any
such dividend, distribution, allotment, rights or interests, and
in such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment, rights or interests.
SECTION 7. Information to Stockholders and Others.
Any stockholder of the Corporation or his agent may, during the
Corporation's usual business hours, inspect and copy the
Corporation's Bylaws, minutes of the proceedings of its
stockholders, annual statements of its affairs and voting trust
agreements on file at its principal office.
ARTICLE V
INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification of Directors and Officers.
Any person who was or is a party or is threatened to be made a
party in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or is
or was serving while a director or officer of the Corporation at
the request of the Corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another domestic or
foreign corporation, partnership, joint venture, trust,
enterprise or employee benefit plan shall be indemnified by the
Corporation against judgments, penalties, fines, excise taxes,
settlements and reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with such action,
suit or proceeding to the fullest extent permissible under the
Maryland General Corporation Law and the Investment Company Act
of 1940, as amended, as those statutes are now or hereafter in
force, except that such indemnity shall not protect any such
person against any liability to the Corporation or any
stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
SECTION 2. Advances. Any current or former director
or officer of the Corporation claiming indemnification within the
scope of this Article V shall be entitled to advances from the
Corporation for payment of the reasonable expenses incurred by
him in connection with proceedings to which he is a party in the
manner and to the fullest extent permissible under the Maryland
General Corporation Law and the Investment Company Act of 1940,
as amended, as those statutes are now or hereafter in force;
provided, however, that the person seeking indemnification shall
provide to the Corporation a written affirmation of his good
faith belief that the standard of conduct necessary for
indemnification by the Corporation has been met and a written
undertaking to repay any such advance, if it should ultimately be
determined that the standard of conduct has not been met, and
provided further that at least one (1) of the following
additional conditions is met: (a) the person seeking
indemnification shall provide a security in form and amount
acceptable to the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by reason of the
<PAGE>
advance; or (c) a majority of a quorum of directors of the
Corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall determine, based on a review of facts readily-available to
the Corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.
SECTION 3. Procedure. At the request of any current
or former director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the Maryland General Corporation Law and the Investment Company
Act of 1940, as amended, as those statutes are now or hereafter
in force, whether the standards required by this Article V and
Section 2-418 of the Maryland General Corporation Law have been
met; provided, however, that indemnification shall be made only
following: (a) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct
or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person
to be indemnified was not liable by reason of disabling conduct,
by (i) the vote of a majority of a quorum of disinterested non-
party directors or (ii) an independent legal counsel in a written
opinion.
SECTION 4. Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of the
Corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, in accordance with the
procedures set forth in this Article V to the extent permissible
under the Maryland General Corporation Law and the Investment
Company Act of 1940, as amended, as those statutes are now or
hereafter in force, and to such further extent, consistent with
the foregoing, as may be provided by action of the Board of
Directors or by contract.
SECTION 5. Other Rights. The indemnification provided
by this Article V shall not be deemed exclusive of any other
right, with respect to indemnification or otherwise, to which
those seeking such indemnification may be entitled under any
insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a
director or officer of the Corporation in his capacity as such
and as to action by such person in another capacity while holding
such office or position, and shall continue as to a person who
has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
SECTION 6. Insurance. The Corporation shall have the
power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation, or who, while a director, officer, employee or agent
of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee,
agent or fiduciary of another domestic or foreign corporation,
partnership, joint venture, trust, enterprise or employee benefit
plan, against any liability asserted against and incurred by him
in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
him against such liability.
<PAGE>
ARTICLE VI
SEAL
The seal of the Corporation shall be circular in form and
shall bear the name of the Corporation, the year of its
incorporation, the words "Corporate Seal" and "Maryland" and any
emblem or device approved by the Board of Directors. The seal
may be used by causing it or a facsimile to be impressed or
affixed or in any other manner reproduced, or by placing the word
"(Seal)" adjacent to the signature of the authorized officer of
the Corporation.
ARTICLE VII
FISCAL YEAR
SECTION 1. Fiscal Year. The Corporation's fiscal year
shall be fixed by the Board of Directors.
SECTION 2. Accountant.
(a) The Corporation shall employ an independent
public accountant or a nationally-recognized firm of independent
public accountants as its Accountant to examine the accounts of
the Corporation and to certify financial statements of the
Corporation. The Accountant's certificates and reports shall be
addressed both to the Board of Directors and to the stockholders.
The employment of the Accountant shall be conditioned upon the
right of the Corporation to terminate the employment forthwith
without any penalty by vote of a majority of the outstanding
voting securities at any stockholders' meeting called for that
purpose.
(b) A majority of the members of the Board of
Directors who are not "interested persons" (as such term is
defined in the Investment Company Act of 1940, as amended) of the
Corporation shall select the Accountant at any meeting held
within thirty (30) days before or after the beginning of the
fiscal year of the Corporation or before the annual stockholders'
meeting in that year. Such selection shall be submitted for
ratification or rejection at the next succeeding annual
stockholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority vote of
the Corporation's outstanding voting securities, either at the
meeting at which the rejection occurred or at a subsequent
meeting of stockholders called for that purpose.
(c) Any vacancy occurring between annual
meetings, due to the resignation of the Accountant, may be filled
by the vote of a majority of the members of the Board of
Directors who are not "interested persons" of the Corporation, as
that term is defined in the Investment Company Act of 1940, at a
meeting called for the purpose of voting on such action.
<PAGE>
ARTICLE VIII
CUSTODY OF SECURITIES
SECTION 1. Employment of a Custodian. The Corporation
shall place and at all times maintain in the Custodian (including
any sub-custodian for the Custodian) all funds, securities and
similar investments owned by the Corporation. The Custodian (and
any sub-custodian) shall be an institution conforming to the
requirements of Section 17(f) of the Investment Company Act of
1940, as amended, and the rules of the Securities and Exchange
Commission thereunder. The Custodian shall be appointed from
time to time by the Board of Directors, which shall fix its
remuneration.
Subject to such rules, regulations and orders as the
Securities and Exchange Commission may adopt, the Corporation may
direct the Custodian to deposit all or any part of the securities
owned by the Corporation in a system for the central handling of
securities established by a national securities exchange or a
national securities association registered with the Securities
and Exchange Commission, or otherwise in accordance with the
Investment Company Act of 1940, as amended, pursuant to which
system all securities of any particular class of any issuer
deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical
delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the
Corporation or the Custodian.
SECTION 2. Termination of Custodian Agreement. Upon
termination of the Custodian Agreement or inability of the
Custodian to continue to serve, the Board of Directors shall
promptly appoint a successor Custodian, but in the event that no
successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors
shall call as promptly as possible a special meeting of the
stockholders to determine whether the Corporation shall function
without a Custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding shares of
stock entitled to vote of the Corporation, the Custodian shall
deliver and pay over all property of the Corporation held by it
as specified in such vote.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed by the
affirmative vote of a majority of the Board of Directors at any
regular or special meeting of the Board of Directors, subject to
the requirements of the Investment Company Act of 1940, as
amended.
Dated: December 18, 1996
<PAGE>
[ARTICLE] 6
[CIK] 0000825202
[NAME] ROYCE GLOBAL TRUST, INC.
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-END] DEC-31-1996
[INVESTMENTS-AT-COST] 35397201
[INVESTMENTS-AT-VALUE] 36662718
[RECEIVABLES] 210457
[ASSETS-OTHER] 10512473
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 47385648
[PAYABLE-FOR-SECURITIES] 3179107
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 52243
[TOTAL-LIABILITIES] 3231350
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 39913578
[SHARES-COMMON-STOCK] 79984
[SHARES-COMMON-PRIOR] 81235
[ACCUMULATED-NII-CURRENT] 833775
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 2062530
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1264431
[NET-ASSETS] 44154298
[DIVIDEND-INCOME] 362714
[INTEREST-INCOME] 1204782
[OTHER-INCOME] 0
[EXPENSES-NET] 806553
[NET-INVESTMENT-INCOME] 760943
[REALIZED-GAINS-CURRENT] 3733788
[APPREC-INCREASE-CURRENT] (1196225)
[NET-CHANGE-FROM-OPS] 2537563
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 2769460
[ACCUMULATED-NII-PRIOR] 277458
[ACCUMULATED-GAINS-PRIOR] (1776897)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 423497
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 880325
[AVERAGE-NET-ASSETS] 42276299
[PER-SHARE-NAV-BEGIN] 5.09
[PER-SHARE-NII] .06
[PER-SHARE-GAIN-APPREC] .37
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 5.52
[EXPENSE-RATIO] 1.91
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
