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SIGNATURE SUSAN I. GRANT
TITLE COMPLIANCE OFFICER
EXHIBIT (ITEM 77C)
ROYCE MICRO-CAP TRUST, INC.
FILE NO. 811-8030
At the Annual Meeting of Stockholders held on June 28, 1995, Fund
stockholders elected directors, approved a change in the Fund's
stated investment objective by eliminating the requirement that
it invest at least 65% of its assets in the securities of micro-
cap companies that are traded in the over-the-counter market,
approved an amendment of the Fund's Articles of Incorporation
changing its name and ratified the Board's selection of the
Fund's independent public accountant for 1995, as follows:
Name of Director/ Votes Votes Votes Cast
Other Proposals Cast For Abstained Against
Charles M. Royce 6,304,738 158,430 N/A
Thomas R. Ebright 6,304,738 158,430 N/A
Richard M. Galkin 6,302,635 160,533 N/A
Stephen L. Isaacs 6,302,635 160,533 N/A
David L. Meister 6,301,629 161,539 N/A
Change in stated 4,906,039 163,245 115,256
investment objective
Change of name 6,098,572 170,970 105,563
Ratification of 6,258,625 137,894 66,647
independent public
accountant
At the June 28, 1995 Annual Meeting of Stockholders of the
Registrant, the stockholders ratified the selection by the
Registrant's Board of Directors, including a majority of such
directors who are 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, 1995.
The Board's selection of Ernst & Young LLP was based on
considerations of administrative convenience and cost efficiency,
and did not involve any dispute with Coopers & Lybrand L.L.P. or
a decision by Coopers & Lybrand L.L.P. not to stand for re-
election as auditors. The report of Coopers & Lybrand L.L.P. on
the financial statements of the Registrant as of December 31,
1994 and for the year then ended and for the period December 14,
1993 (commencement of operations) to December 31, 1993 did not
contain an adverse opinion or disclaimer of opinion and was 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. Coopers & Lybrand L.L.P.
served as the Registrant's independent public accountants since
the Registrant's inception.
ROYCE OTC MICRO-CAP FUND, INC.
ARTICLES OF AMENDMENT
Royce OTC Micro-Cap Fund, Inc., a Maryland corporation
having its principal office in the City of Baltimore, State of
Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland:
FIRST: Article I of the Articles of Incorporation of the
Corporation is amended so as to read in its entirety as follows:
"ARTICLE I
NAME
The name of the Corporation is ROYCE MICRO-CAP TRUST, INC."
SECOND: The amendment of the Articles of Incorporation
of the Corporation as hereinabove set forth has been duly
approved and advised by a majority of the entire board of
directors and has received the affirmative vote of a majority of
the issued and outstanding capital stock of the Corporation.
IN WITNESS WHEREOF, Royce OTC Micro-Cap Fund, Inc. has
caused these Articles of Amendment to be signed in its name and
on its behalf by its President and Treasurer, Charles M. Royce,
and witnessed by its Secretary, Susan I. Grant, on June 28, 1995.
The President and Treasurer acknowledges these Articles of
Amendment to be the corporate act of the Corporation and states
that to the best of his knowledge, information and belief, the
matters and facts set forth in these Articles with respect to the
authorization and approval of the Amendment of the Corporation's
Articles of Incorporation are true in all material respects and
that this statement is made under penalties of perjury.
By:
(SEAL) Charles M. Royce,
President and Treasurer
WITNESS:
Susan I. Grant, Secretary
<PAGE>
ROYCE OTC MICRO-CAP FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
Royce OTC Micro-Cap Fund, Inc., a Maryland corporation
having its principal office in the City of Baltimore, State of
Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland:
FIRST: The Articles of Incorporation of the
Corporation is amended and as so amended is restated in its
entirety by striking out article first through nine and inserting
in lieu thereof the following:
ARTICLE I
NAME
The name of the Corporation is ROYCE OTC MICRO-CAP
FUND, INC.
ARTICLE II
PURPOSES AND POWERS
The Corporation is formed for the following purposes:
(i) To conduct and carry on the business of an
investment company.
(ii) To hold, invest and reinvest its assets in
securities and other investments or to hold part or all of its
assets in cash.
(iii) To issue and sell shares of its capital stock
in such amounts and on such terms and conditions and for such
purposes and for such amount or kind of consideration as may now
or hereafter be permitted by law.
(iv) To do any and all additional acts and to
exercise any and all additional powers or rights as may be
necessary, incidental, appropriate or desirable for the
accomplishment of all or any of the foregoing purposes.
The Corporation shall be authorized to exercise and
enjoy all of the powers, rights and privileges granted to, or
conferred upon, corporations by the Maryland General Corporation
<PAGE>
Law now or hereafter in force, and the enumeration of the
foregoing shall not be deemed to exclude any powers, rights or
privileges so granted or conferred.
ARTICLE III
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the
Corporation in the State of Maryland is 11 East Chase Street,
Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is Prentice Hall Corporation
System, Maryland. The post office address of the resident agent
is 11 East Chase Street, Baltimore, Maryland 21202.
ARTICLE IV
CAPITAL STOCK
(1) The total number of shares of capital stock that
the Corporation shall have authority to issue is one hundred
fifty million (150,000,000) shares, of the par value of one-tenth
of one cent ($.001) per share, and of the aggregate par value of
one hundred fifty thousand dollars ($150,000), all of which one
hundred fifty million (150,000,000) shares are designated Common
Stock.
(2) The Corporation may issue fractional shares. Any
fractional share shall carry proportionately the rights of a
whole share, including, without limitation, the right to vote and
the right to receive dividends.
(3) All persons who shall acquire stock in the
Corporation shall acquire the same subject to the provisions of
these Articles of Incorporation and the Bylaws of the
Corporation.
(4) No holder of stock of the Corporation shall have,
by virtue of being such a holder, any right to purchase or
subscribe for any share of the Corporation's capital stock or any
other security that the Corporation may issue or sell (whether
out of the number of shares authorized by these Articles of
Incorporation or out of any shares of the Corporation's capital
stock that the Corporation may acquire) other than a right that
the Board of Directors may, in its discretion, determine to
grant.
<PAGE>
(5) The Board of Directors shall have authority by
resolution to classify and reclassify any authorized but unissued
shares of capital stock from time to time by setting or changing
in any one or more respects the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of the
capital stock.
(6) Notwithstanding any provision of the Maryland
General Corporation Law requiring any action to be taken or
authorized by the affirmative vote of the holders of a greater
proportion of the votes of all classes or of any class of stock
of the Corporation, such action shall, except as otherwise
provided in Article VI of these Articles of Incorporation, be
effective and valid if taken or authorized by the affirmative
vote of a majority of the total number of votes entitled to be
cast thereon.
ARTICLE V
BOARD OF DIRECTORS
(1) The number of directors of the Corporation shall
be no less than three (3); provided, however, that in accordance
with the Maryland General Corporation Law, the number of
directors may be less than three (3) (i) if no shares of the
Corporation's stock are outstanding, there shall be at least one
(1) director, and (ii) if shares of the Corporation's stock are
outstanding and there are less than three (3) stockholders, the
number of directors may be less than three (3) but not less than
the number of stockholders. This number may be changed pursuant
to the Bylaws of the Corporation, but shall at no time be less
than the minimum number required under the Maryland General
Corporation Law. The names of the directors who shall act until
the first annual meeting of stockholders or until their
successors are duly chosen and qualified are:
Charles M. Royce
Thomas R. Ebright
Richard M. Galkin
Stephen L. Isaacs
David L. Meister
(2) In furtherance, and not in limitation, of the
powers conferred by the laws of the State of Maryland, the Board
of Directors is expressly authorized to do the following to the
extent consistent with the Maryland General Corporation Law:
<PAGE>
(i) To make, alter or repeal the Bylaws of the
Corporation, except where such power is reserved by the Bylaws to
the stockholders and except as otherwise required by the
Investment Company Act of 1940, as amended.
(ii) To determine from time to time whether and
to what extent and at what times and places and under what
conditions and regulations the books and accounts of the
Corporation, or any of them other than the stock ledger, shall be
open to the inspection of the stockholders. No stockholder shall
have any right to inspect any account or book or document of the
Corporation, except as conferred by law or authorized by
resolution of the Board of Directors.
(iii)Without the assent or vote of the
stockholders, to authorize the issuance from time to time of
shares of stock of any class of the Corporation, whether now or
hereafter
authorized, and securities convertible into shares of stock of
the Corporation of any class or classes, whether now or hereafter
authorized, and for such consideration as the Board of Directors
may deem advisable.
(iv) Without the assent or vote of the
stockholders, to authorize and issue obligations of the
Corporation, secured and unsecured, as the Board of Directors may
determine, and to authorize and cause to be executed mortgages
and liens upon the real or personal property of the Corporation.
(v) Notwithstanding anything in these Articles
of Incorporation to the contrary, to establish, in its absolute
discretion, the basis or method for determining the value of the
assets belonging to any class, the value of the liabilities
belonging to any class and the net asset value of each share of
any class of the Corporation's stock.
(vi) To determine, in accordance with generally
accepted accounting principles and practices, what constitutes
net profits, earnings, surplus or net assets in excess of
capital, and to determine what accounting periods shall be used
by the Corporation for any purpose; to set apart out of any funds
of the Corporation reserves for such purposes as it shall
determine and to abolish the same; to declare and pay any
dividends and distributions in cash, securities or other property
from surplus or any funds legally available therefor, at such
intervals as it shall determine; to declare dividends or
distributions by means of a formula or other method of
determination, at meetings held less frequently than the
frequency of the effectiveness of such declarations; to establish
payment dates for dividends or any other distributions on any
basis, including dates occurring less frequently than the
<PAGE>
effectiveness of declarations thereof; and to provide for the
payment of declared dividends on a date earlier or later than the
specified payment in the case of stockholders of the Corporation
surrendering their entire ownership of shares of any class of
stock of the Corporation for redemption.
(vii)In addition to the powers and authorities
granted herein and by statute expressly conferred upon it, the
Board of Directors is authorized to exercise all powers and do
all acts that may be exercised or done by the Corporation
pursuant to the provisions of the laws of the State of Maryland,
these Articles of Incorporation and the Bylaws of the
Corporation.
(3) Any determination made in good faith, and in a
manner reasonably believed to be in the best interests of the
Corporation, and with the care that an ordinarily prudent person
in a like position would use under similar circumstances, by or
pursuant to the direction of the Board of Directors, with respect
to the amount of assets, obligations or liabilities of the
Corporation, as to the amount of net income of the Corporation
from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount
of any reserves or charges set up and the propriety thereof, as
to the time of or purpose for creating reserves or as to the use,
alteration or cancellation of any reserves or charges (whether or
not any obligation or liability for which the reserves or charges
have been created has been paid or discharged or is then or
thereafter required to be paid or discharged), as to the value of
any security owned by the Corporation, as to the determination of
the net asset value of shares of any class of the Corporation's
capital stock, or as to any other matters relating to the
issuance, sale, repurchase, redemption or other acquisition or
disposition of securities or shares of capital stock of the
Corporation, and any reasonable determination made in good faith
by the Board of Directors whether any transaction constitutes a
purchase of securities on "margin," a sale of securities "short,"
or an underwriting or sale of, or a participation in any
underwriting or selling group in connection with the public
distribution of, any securities, shall be final and conclusive,
and shall be binding upon the Corporation and all holders of its
capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the
condition and understanding, evidenced by the purchase of shares
of capital stock or acceptance of share certificates, that any
and all such determinations shall be binding as aforesaid. No
provision of these Articles of Incorporation of the Corporation
shall be effective to (i) require a waiver of compliance with any
provision of the Securities Act of 1933, as amended, or the
Investment Company Act of 1940, as amended, or of any valid rule,
regulation or order of the Securities and Exchange Commission
<PAGE>
under those Acts or (ii) protect or purport to protect any
director or officer of the Corporation against any liability to
the Corporation or its security holders to which he 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.
ARTICLE VI
CERTAIN ACTIONS
The affirmative vote of at least a majority of the
Corporation's directors, including a majority of those of its
directors who are not "interested persons" (as that term is
defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended), and the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66 2/3%) of the issued
and outstanding shares of the Corporation's capital stock
entitled to vote thereon, shall be necessary to effect any of the
following actions:
(i) Any conversion of the Corporation from a "closed-
end company" to any other type of investment company, whether
effected by an amendment to Article II of these Articles of
Incorporation or otherwise; or
(ii) Any voluntary liquidation or dissolution of the
Corporation or other termination of the existence of the
Corporation; or
(iii) Any change in the nature of the Corporation's
business that would cause it to cease to be an investment
company; or
(iv) Any merger of the Corporation into or with
another entity, any consolidation of the Corporation with another
entity, or any share exchange to which the Corporation is a
party; or
(v) Any sale, transfer or other disposition not in
the ordinary course of the Corporation's business of all or
substantially all of the Corporation's assets; or
(vi) Any alteration, amendment or repeal of any
provisions of this Article VI.
<PAGE>
ARTICLE VII
LIMITATIONS ON LIABILITY
To the fullest extent that limitations on the liability
of directors and officers are permitted by the Maryland General
Corporation Law (as from time to time amended) no director or
officer of the Corporation shall have any liability to the
Corporation or its stockholders for money damages. This
limitation on liability applies to events occurring at the time a
person serves as a director or officer of the Corporation,
whether or not such person is a director or officer at the time
of any proceeding in which liability is asserted. No future
amendment to the Articles of Incorporation of the Corporation
shall affect any right of any person under this Article VII based
on any event, omission or proceeding prior to such amendment.
ARTICLE VIII
AMENDMENTS
The Corporation reserves the right from time to time to
make any amendment to its Charter, now or hereafter authorized by
law, including any amendment that alters the contract rights, as
expressly set forth in the Charter, of any outstanding stock.
SECOND: The Corporation desires to amend and restate
its Charter as currently in effect. The provisions set forth in
these Articles of Amendment and Restatement are all the
provisions of the Charter currently in effect upon these Articles
of Amendment and Restatement becoming effective. The current
address of the principal office of the Corporation, the name and
address of the Corporation's current resident agent and the
number of directors of the Corporation and the names of those
currently in office are as set forth herein.
THIRD: The amendment and restatement of the Charter
of the Corporation as hereinabove set forth has been duly
approved by a majority of the entire board of directors. No
stock
entitled to vote on the matter was outstanding or subscribed for
at the time of approval.
IN WITNESS WHEREOF, Royce OTC Micro-Cap Fund, Inc. has
caused these Articles of Amendment and Restatement to be signed
<PAGE>
in its name and on its behalf by its President, Charles M. Royce,
and witnessed by its Secretary, Edward M. Lopez, on November 16,
1993.
The President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and states
that to the best of his knowledge, information and belief, the
matters and facts set forth in these Articles with respect to the
authorization and approval of the Amendment and Restatement of
the Corporation's Articles of Incorporation are true in all
material respects and that this statement is made under penalties
of perjury.
By:
Charles M. Royce
President
WITNESS:
Edward M. Lopez
Secretary
AMENDED AND RESTATED
BYLAWS
OF
ROYCE OTC MICRO-CAP FUND, INC.
A Maryland Corporation
ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the
stockholders of Royce OTC Micro-Cap Fund, 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 four (4) months after the end of the Corporation's fiscal
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 twenty-five percent (25%) of the votes entitled to be cast
at the meeting upon payment by such stockholders to the Corpo-
ration 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).
Notwithstanding the foregoing, unless requested by stockholders
entitled to cast a majority of the votes entitled to be cast at
the meeting, a special meeting of the stockholders need not be
called at the request of stockholders to consider any matter that
is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding twelve (12)
months. A written request shall state the purpose or purposes of
the proposed meeting.
SECTION 3. Notice of Meetings. Written or printed
notice of the purpose or purposes 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
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(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.
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 stock-
holders 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
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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 stock-
holders 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.
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 Vote at Meeting. The Board of Directors
may set a record date for the purpose of determining stockholders
entitled 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
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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 Meet-
ing. Except as otherwise provided by statute or the Corpora-
tion'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 stock-
holders, 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.
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 stock-
holders 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 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
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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 resigna-
tion 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.
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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 imme-
diately after the adjournment, and at the site, of the meeting of
stockholders. If not so held, notice shall be given as herein-
after 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 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 Arti-
cles 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.
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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 two (2) 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.
<PAGE>
ARTICLE III
OFFICERS, AGENTS AND EMPLOYEES
SECTION 1. Number and Qualifications. The officers of
the Corporation shall be a President, a Secretary and a Trea-
surer, 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 ap-
point, 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 Corpo-
ration 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 speci-
fied 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 resig-
nation 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
<PAGE>
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;
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(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 Corpo-
ration 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. Unless otherwise
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
<PAGE>
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
or at any 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 certifi-
cates, 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 Corpora-
tion 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 Corpora-
tion 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 destruc-
tion 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
<PAGE>
such new certificate, except pursuant to legal proceedings under
the laws of the State of Maryland.
SECTION 6. Fixing of Record Date for Dividends, Dis-
tributions, 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, distribu-
tion, 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 inter-
ests.
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 Corpo-
ration'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 investi-
gative, 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, enter-
prise 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").
<PAGE>
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.
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
<PAGE>
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 disin-
terested 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 incor-
poration, 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.
<PAGE>
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.
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
<PAGE>
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 qualifi-
cations and is willing to serve, the Board of Directors shall
call as promptly as possible a special meeting of the stock-
holders 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 affirma-
tive 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.
As adopted on November 16, 1993
Coopers & Lybrand Coopers & Lybrand L.L.P.
a professional services firm
One Post Office Square telephone (617) 478-5000
Boston, MA 02109 facsimile (617) 478-5900
One International Place telephone (617) 478-5000
Boston, MA 02110 facsimile (617) 478-3900
April 25, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Royce OTC Micro-Cap, Inc.
(copy attached), which we understand will be filed with the
Commission, pursuant to Item 22, of Schedule 14A, as part of the
Company's Proxy Statement for the year ended December 31, 1994.
We agree with the statements concerning our Firm in such Proxy
Statement.
Very truly yours,
Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000912147
<NAME> ROYCE MICRO-CAP TRUST, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 81085934
<INVESTMENTS-AT-VALUE> 92278048
<RECEIVABLES> 1074553
<ASSETS-OTHER> 68285
<OTHER-ITEMS-ASSETS> 955359
<TOTAL-ASSETS> 94376245
<PAYABLE-FOR-SECURITIES> 1177977
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 244578
<TOTAL-LIABILITIES> 1422555
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 78496386
<SHARES-COMMON-STOCK> 10886
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (38136)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3292440
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11192114
<NET-ASSETS> 92953690
<DIVIDEND-INCOME> 581657
<INTEREST-INCOME> 87594
<OTHER-INCOME> 0
<EXPENSES-NET> 707387
<NET-INVESTMENT-INCOME> (38136)
<REALIZED-GAINS-CURRENT> 3447259
<APPREC-INCREASE-CURRENT> 7010739
<NET-CHANGE-FROM-OPS> 10419862
<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> 10419862
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 449742
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 710265
<AVERAGE-NET-ASSETS> 86664599
<PER-SHARE-NAV-BEGIN> 7.58
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> .96
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.54
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
SIGNATURE PAGE
For period ending 06/30/95
File number 811--8030
This report is signed on behalf of the registrant in the City of
New York and State of New York on the 30th day of August, 1995.
ROYCE MICRO-CAP TRUST, INC.
By: /s/ Charles M. Royce Witness: /s/ Susan I. Grant
Charles M. Royce Susan I. Grant
President Secretary
