<PAGE> PAGE 1
000 A000000 06/30/98
000 C000000 0000825202
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 ROYCE GLOBAL TRUST, INC.
001 B000000 811-05379
001 C000000 2125084578
002 A000000 1414 AVENUE OF THE AMERICAS
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10019
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 ROYCE & ASSOCIATES, INC.
008 B000001 A
008 C000001 801-8268
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10019
012 A000001 STATE STREET BANK AND TRUST COMPANY
012 B000001 84-00896
012 C010001 N. QUINCY
012 C020001 MA
012 C030001 02171
013 A000001 TAIT, WELLER & BAKER
013 B010001 PHILADELPHIA
013 B020001 PA
013 B030001 19103
013 B040001 2108
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 QUINCY
<PAGE> PAGE 2
015 C020001 MA
015 C030001 02170
015 E010001 X
015 A000002 CANADA TRUSTCO MORTGAGE COMPANY
015 B000002 S
015 C010002 TORONTO
015 D010002 CANADA
015 E040002 X
018 000000 Y
019 A000000 Y
019 B000000 16
019 C000000 ROYCEFUNDS
020 A000001 KALB, VOORHIS & CO.
020 B000001 13-5549000
020 C000001 9
020 A000002 INSTINET
020 B000002 13-2596491
020 C000002 8
020 A000003 ROBINSON HUMPHREY
020 B000003 58-1472560
020 C000003 6
020 A000004 STANDARD & POOR'S SECURITIES, INC.
020 B000004 13-1026995
020 C000004 3
020 A000005 WILLIAM O'NEIL & CO., INC.
020 B000005 95-2269163
020 C000005 2
020 A000006 DOWLING & PARTNERS SECURITIES
020 B000006 06-1400223
020 C000006 1
020 A000007 WEEDEN & CO.
020 B000007 13-3364318
020 C000007 1
020 A000008 DU PASQUIER CO. INC.
020 B000008 13-2703628
020 C000008 1
020 A000009 LIPPER ANALYTICAL SECURITIES
020 B000009 13-2792478
020 C000009 1
020 A000010 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
020 B000010 13-5674085
020 C000010 1
021 000000 42
022 A000001 STATE STREET BANK AND TRUST COMPANY
022 B000001 04-1867445
022 C000001 466800
022 D000001 0
022 A000002 EVEREN SECURITIES INC.
022 B000002 36-3223831
022 C000002 208
022 D000002 4989
<PAGE> PAGE 3
022 A000003 MORGAN STANLEY & CO.
022 B000003 13-2655998
022 C000003 1707
022 D000003 0
022 A000004 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
022 B000004 13-5674085
022 C000004 1221
022 D000004 385
022 A000005 ROBINSON HUMPHREY
022 B000005 58-1472560
022 C000005 852
022 D000005 641
022 A000006 HERZOG, HEINE & GEDULD
022 B000006 13-1955436
022 C000006 254
022 D000006 972
022 A000007 LAZARD FRERES & COMPANY
022 B000007 13-5545100
022 C000007 1000
022 D000007 0
022 A000008 ROBERT W. BAIRD & CO.
022 B000008 39-6037917
022 C000008 0
022 D000008 904
022 A000009 FIRST ALBANY CORPORATION
022 B000009 14-1391446
022 C000009 860
022 D000009 0
022 A000010 JEFFERIES & COMPANY, INC.
022 B000010 95-2622900
022 C000010 678
022 D000010 0
023 C000000 473580
023 D000000 7891
024 000000 N
025 D000001 0
025 D000002 0
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 Y
026 G010000 N
026 G020000 N
<PAGE> PAGE 4
027 000000 N
028 A010000 0
028 A020000 0
028 A030000 0
028 A040000 0
028 B010000 0
028 B020000 0
028 B030000 0
028 B040000 0
028 C010000 0
028 C020000 0
028 C030000 0
028 C040000 0
028 D010000 0
028 D020000 0
028 D030000 0
028 D040000 0
028 E010000 0
028 E020000 0
028 E030000 0
028 E040000 0
028 F010000 0
028 F020000 0
028 F030000 0
028 F040000 0
028 G010000 0
028 G020000 0
028 G030000 0
028 G040000 0
028 H000000 0
030 A000000 0
030 B000000 0.00
030 C000000 0.00
031 A000000 0
031 B000000 0
032 000000 0
033 000000 0
035 000000 0
036 B000000 0
038 000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 0
044 000000 0
045 000000 Y
<PAGE> PAGE 5
046 000000 N
047 000000 Y
048 000000 1.000
048 A010000 0
048 A020000 0.000
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
048 K010000 0
048 K020000 0.000
049 000000 N
050 000000 N
051 000000 N
052 000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 N
054 B000000 N
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056 000000 Y
057 000000 N
<PAGE> PAGE 6
058 A000000 N
059 000000 Y
060 A000000 Y
060 B000000 Y
061 000000 0
062 A000000 N
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 0.0
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 0.0
066 A000000 Y
066 B000000 N
066 C000000 Y
066 D000000 N
066 E000000 N
066 F000000 N
066 G000000 N
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 N
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
070 H010000 N
<PAGE> PAGE 7
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 19264
071 B000000 17380
071 C000000 70351
071 D000000 25
072 A000000 6
072 B000000 581
072 C000000 413
072 D000000 0
072 E000000 0
072 F000000 340
072 G000000 0
072 H000000 15
072 I000000 5
072 J000000 21
072 K000000 8
072 L000000 16
072 M000000 8
072 N000000 0
072 O000000 1
072 P000000 0
072 Q000000 0
072 R000000 23
072 S000000 4
072 T000000 0
072 U000000 0
072 V000000 0
072 W000000 0
072 X000000 441
072 Y000000 0
072 Z000000 553
<PAGE> PAGE 8
072AA000000 3233
072BB000000 0
072CC010000 199
072CC020000 0
072DD010000 0
072DD020000 0
072EE000000 0
073 A010000 0.0000
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0000
074 A000000 86
074 B000000 3800
074 C000000 0
074 D000000 13573
074 E000000 910
074 F000000 55630
074 G000000 0
074 H000000 0
074 I000000 0
074 J000000 0
074 K000000 0
074 L000000 228
074 M000000 23
074 N000000 74250
074 O000000 0
074 P000000 61
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 57
074 S000000 20000
074 T000000 54132
074 U010000 8423
074 U020000 0
074 V010000 6.43
074 V020000 0.00
074 W000000 0.0000
074 X000000 1642
074 Y000000 0
075 A000000 0
075 B000000 54591
076 000000 5.50
077 A000000 Y
077 B000000 N
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
<PAGE> PAGE 9
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 Y
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 A000000 ICI MUTUAL INSURANCE COMPANY
080 C000000 6200
081 A000000 Y
081 B000000 14
082 A000000 Y
082 B000000 50
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
087 A010000 COMMON STOCK
087 A020000 78080N108
087 A030000 FUND
087 B010000 PREFERRED STOCK
087 B020000 78080N207
087 B030000 RGL
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE JOHN E. DENNEEN
TITLE SECRETARY
ROYCE GLOBAL TRUST, INC.
Form N-SAR attachment for period ending 6/30/98
Item 77Q1(a)
- ------------
<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
<PAGE>
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 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.
SECTION 12. Nominations of Directors. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors may be made at a meeting of stockholders by or at the direction of
the Board of Directors, by any nominating committee or person appointed by
the Board of Directors or by any stockholder entitled to vote for the
election of directors at the
<PAGE>
meeting who complies with the notice procedures set forth in this Section 12.
Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the Corporation's principal executive office not less
than fifteen (15) days nor more than sixty (60) days prior to the meeting;
provided, however, that in the event that less than thirty (30) days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received no
later than the close of business on the tenth (10th) day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth: (a) as to
each person who the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and residence
address of the person, (ii) the person's principal occupation or employment,
(iii) the class, series (if any) and number of shares of stock of the
Corporation which are beneficially owned by the person and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation
14A under the Securities Exchange Act of 1934 or any successor rule or
regulation thereto; and (b) as to the stockholder giving the notice, (i) the
stockholder's name and record address and (ii) the class, series (if any) and
number of shares of stock of the Corporation which are beneficially owned by
the stockholder. The Corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the Corporation to
determine such proposed nominee's eligibility to serve as a director. No
person shall be eligible for election as a director unless nominated in
accordance with the procedures set forth herein.
The presiding officer at the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 13. Business at Annual Meeting. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be specified in the notice of the meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
otherwise be properly brought before the meeting by or at the direction of
the Board of Directors or otherwise be properly brought before the meeting by
a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary. To be timely, a stockholder's notice must be delivered to or
mailed and received at the Corporation's principal executive office not less
than fifteen (15) days nor more than sixty (60) days prior to the meeting
(or, with respect to a proposal required to be included in the Corporation's
proxy statement pursuant to Rule 14a-8 of Regulation 14A under the Securities
Exchange Act of 1934 or its successor provision, the earlier date such
proposal was received); provided, however, that in the event that less than
thirty (30) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received no later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's
notice to the Secretary shall set forth, as to each
<PAGE>
matter the stockholder proposes to bring before the annual meeting, (a) a
brief description of the business desired to be brought before the annual
meeting and the reason(s) for conducting such business at the annual meeting,
(b) the name and record address of the stockholder proposing such business,
(c) the class, series (if any) and number of shares of the Corporation which
are beneficially owned by the stockholder and (d) any material interest of
the stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 13; provided, however, that nothing in
this Section 13 shall be deemed to preclude discussion by any stockholder of
any business properly brought before the annual meeting in accordance with
such procedures.
The presiding officer at the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 13, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
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.
<PAGE>
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 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,
<PAGE>
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.
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
<PAGE>
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 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.
<PAGE>
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.
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;
<PAGE>
(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 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
<PAGE>
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.
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
<PAGE>
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 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.
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
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: June 18, 1998
ROYCE GLOBAL TRUST, INC.
Form N-SAR attachment for period ending 6/30/98
Item 77(K)
- ----------
At the 1998 Annual Meeting of Stockholders of the Registrant
held on April 28, 1998, 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 Tait,
Weller & Baker, independent public accountants, to serve as
the Registrant's auditors for the year ending December 31, 1998.
The Board's selection of Tait, Weller & Baker was based on a
consideration of its expertise and cost efficiency, and did not
involve any dispute with Ernst & Young LLP or a decision by Ernst &
Young LLP not to stand for re-election as auditors. The reports of
Ernst & Young LLP on the financial statements of the Registrant
as of December 31, 1997 and 1996, and for the years then ended did
not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
Tait, Weller & Baker has informed the Registrant that neither
Tait, Weller & Baker nor any of its partners has any direct or
indirect financial interest in the Registrant except as auditors and
independent public accountants.
ROYCE GLOBAL TRUST, INC.
Form N-SAR attachment for period ending 6/30/98
Item 77(C)
- ----------
At the 1998 Annual Meeting of Stockholders held on April 28, 1998, the Fund's
stockholders: (i) elected the board of directors, consisting of (a) Charles M.
Royce, (b) Richard M. Galkin, (c) William L. Koke, (d) Stephen L. Isaacs and (e)
David L. Meister and (ii) ratified the selection of Tait, Weller & Baker as
independent accountants.
<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock
and Preferred and Preferred and Preferred
Stock Voting Stock Voting Stock Voting Preferred Stock Preferred Stock Preferred Stock
Together As A Together As A Together As A Voting As A Voting As A Voting As A
Single Class - Single Class - Single Class - Separate Class - Separate Class - Separate Class -
Votes For Votes Against Votes Abstained Votes For Votes Against Votes Abstained
------------- -------------- --------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
(i)
(a) 6,544,999 N/A 249,148 N/A N/A N/A
(b) 6,542,040 N/A 252,108 N/A N/A N/A
(c) 6,542,987 N/A 251,161 N/A N/A N/A
(d) N/A N/A N/A 765,606 N/A 4,906
(e) N/A N/A N/A 765,606 N/A 4,906
(ii) 6,320,159 437,654 36,334 N/A N/A N/A
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<RESTATED>
<CIK> 0000825202
<NAME> ROYCE GLOBAL TRUST
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 65449678
<INVESTMENTS-AT-VALUE> 73913539
<RECEIVABLES> 228207
<ASSETS-OTHER> 85724
<OTHER-ITEMS-ASSETS> 22856
<TOTAL-ASSETS> 74250326
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 117851
<TOTAL-LIABILITIES> 117851
<SENIOR-EQUITY> 20000000
<PAID-IN-CAPITAL-COMMON> 41386524
<SHARES-COMMON-STOCK> 8423
<SHARES-COMMON-PRIOR> 8423
<ACCUMULATED-NII-CURRENT> 1041469
<OVERDISTRIBUTION-NII> 778112
<ACCUMULATED-NET-GAINS> 3232159
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8463900
<NET-ASSETS> 74132475
<DIVIDEND-INCOME> 413517
<INTEREST-INCOME> 580772
<OTHER-INCOME> 0
<EXPENSES-NET> 441439
<NET-INVESTMENT-INCOME> 552850
<REALIZED-GAINS-CURRENT> 3233177
<APPREC-INCREASE-CURRENT> 198687
<NET-CHANGE-FROM-OPS> 3984714
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 745000
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3239714
<ACCUMULATED-NII-PRIOR> 488619
<ACCUMULATED-GAINS-PRIOR> 743982
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 369888
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 471696
<AVERAGE-NET-ASSETS> 54590631
<PER-SHARE-NAV-BEGIN> 6.04
<PER-SHARE-NII> .07
<PER-SHARE-GAIN-APPREC> .41
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.09
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.43
<EXPENSE-RATIO> 1.63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
