<PAGE>
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ROYCE MICRO-CAP TRUST, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ROYCE MICRO-CAP TRUST, INC.
To the Stockholders of
ROYCE MICRO-CAP TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ROYCE
MICRO-CAP TRUST, INC. (the 'Fund') will be held at the offices of the Fund, 1414
Avenue of the Americas, New York, New York, on June 26, 1996 at 2:30 p.m.
(Eastern time) for the following purposes:
1. To elect a board of five directors.
2. To ratify the selection of Ernst & Young LLP as independent public
accountants of the Fund for the year ending December 31, 1996.
3. To transact such other business as may come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on May 16, 1996 as
the record date for the determination of those stockholders entitled to vote at
the meeting, and only holders of record at the close of business on that day
will be entitled to vote.
The Fund's Annual Report to Stockholders for the year ended December 31,
1995 was previously mailed to stockholders, and copies of it are available upon
request, without charge, by writing to the Fund at 1414 Avenue of the Americas,
New York, New York 10019 or calling toll free at 1-800-221-4268.
IMPORTANT
To save the Fund the expense of additional proxy solicitation, if you do
not now expect to be present at the meeting, please insert your instructions on
the enclosed Proxy, date and sign it and return it in the enclosed envelope
(which requires no postage if mailed in the United States). The enclosed Proxy
is solicited on behalf of the Board of Directors, is revocable and will not
affect your right to vote in person in the event that you attend the meeting.
By order of the Board of Directors.
DANIEL A. O'BYRNE
Assistant Secretary
May 20, 1996
<PAGE>
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
ROYCE MICRO-CAP TRUST, INC.
1414 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
WEDNESDAY, JUNE 26, 1996
----------------------------------
PROXY STATEMENT
----------------------------------
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Stockholders and a form of Proxy for the meeting solicited on behalf of the
directors of Royce Micro-Cap Trust, Inc. (the 'Fund').
The Proxy may be revoked at any time before it is exercised by written
instructions to the Fund or by filing a new Proxy with a later date, and any
stockholder attending the meeting may vote in person, whether or not he or she
has previously filed a Proxy. The shares represented by all properly executed
Proxies received in time for the meeting will be voted. Where a stockholder has
specified a choice on the Proxy with respect to Proposal 2 in the Notice of
Annual Meeting, his or her shares will be voted accordingly. If no directions
are given, the stockholder's shares will be voted in favor of this Proposal.
Unless authority to vote for all nominees or for an individual nominee pursuant
to Proposal 1 is specifically withheld, the Proxy will be voted for the election
of all of the persons nominated by the Board of Directors to become directors.
The cost of soliciting proxies will be borne by the Fund, which will reimburse
brokerage firms, custodians, nominees and fiduciaries for their expenses in
forwarding proxy material to the beneficial owners of the Fund's shares. Some
officers and employees of the Fund and/or Quest Advisory Corp. ('Quest'), the
Fund's investment adviser, may solicit Proxies personally and by telephone, if
deemed desirable.
On May 16, 1996, the record date for the meeting, there were 11,258,010
shares of Common Stock of the Fund outstanding. The stockholders entitled to
vote are those of record on that date. Each share is entitled to one vote on
each item of business at the meeting. Stockholders vote at the Annual Meeting by
casting ballots (in person or by proxy) which are tabulated by one or two
persons, appointed by the Board of Directors before the meeting, who serve as
Inspectors and Judges of Election at the meeting and who have executed an
Inspectors and Judges Oath. Neither abstentions nor broker non-votes are counted
in the tabulation of such votes.
The following persons were known to the Fund to be beneficial owners or
owners of record of 5% or more of its outstanding shares of Common Stock as of
the record date:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
OF OWNER OF OWNERSHIP OF CLASS
- - ------------------------------------------------- ------------------------------------ ----------
<S> <C> <C>
Charles M. Royce ................................ 775,854 shares -- Beneficial (sole 6.9%
1414 Avenue of the Americas voting and investment power)
New York, NY 10019
Depository Trust Company ........................ 10,449,250 shares -- Record 92.8%
Cede & Co.
P.O. Box 20 Bowling Green Station
New York, NY 10274
</TABLE>
<PAGE>
<PAGE>
1. ELECTION OF DIRECTORS (PROPOSAL 1)
At the meeting, it is proposed to elect five directors, each director to
hold office until the next Annual Meeting of Stockholders and until his
successor shall have been elected and qualifies. The Fund's Board of Directors
has nominated the following five persons, each of whom has served as a director
since September 1993, to become directors of the Fund. Certain information
concerning them is set forth below. Each of these persons has agreed to serve if
elected, and the Fund's management has no reason to believe that any of them
will be unavailable for election as a director. However, if any of them become
unwilling or unable to serve, the persons named in the accompanying form of
Proxy will vote for the election of such other persons, if any, as the Board of
Directors may nominate.
<TABLE>
<CAPTION>
POSITIONS WITH
NAME AGE THE FUND
- - -------------------------------------------------------------- --- -----------------------------
<S> <C> <C>
Charles M. Royce.............................................. 56 Director, President
and Treasurer
Thomas R. Ebright............................................. 51 Director
Richard M. Galkin............................................. 58 Director
Stephen L. Isaacs............................................. 56 Director
David L. Meister.............................................. 56 Director
</TABLE>
A total of six meetings of the Board of Directors were held during the year
ended December 31, 1995, and each director attended all of the meetings.
The Board of Directors has an Audit Committee, comprised of Richard M.
Galkin, Stephen L. Isaacs and David L. Meister, which is responsible for
recommending the selection and nomination of the independent auditors of the
Fund and for conducting post-audit reviews of the Fund's financial condition
with the auditors. The Audit Committee held two meetings during the year ended
December 31, 1995, and each member of the Audit Committee attended both of the
meetings. The Board of Directors does not have any other standing committees.
There are no family relationships between any of the Fund's directors and
officers.
As of the record date, the Fund's directors beneficially owned the
following shares of its Common Stock:
<TABLE>
<CAPTION>
PERCENTAGE
NAME OF DIRECTOR AMOUNT OF CLASS
- - --------------------------------------------------------------------- -------------- ----------
<S> <C> <C>
Charles M. Royce..................................................... 775,854 shares 6.9%
Thomas R. Ebright.................................................... None
Richard M. Galkin.................................................... None
Stephen L. Isaacs.................................................... None
David L. Meister..................................................... None
</TABLE>
Mr. Royce has sole voting power and sole investment power as to the shares
beneficially owned by him. As of the record date, all directors and officers of
the Fund as a group (8 persons) beneficially owned 797,195 shares of the Fund's
Common Stock, constituting 7.1% of the class.
During the year ended December 31, 1995, each of Messrs. Royce and Ebright
failed to file on a timely basis one report required by Section 16(a) of the
Securities Exchange Act of 1934. Mr. Royce's report related to two transactions,
and Mr. Ebright's report related to one transaction.
2
<PAGE>
<PAGE>
BUSINESS EXPERIENCE
Set forth below is certain information as to the principal business
experience of the Fund's directors during the past five years.
Charles M. Royce is the President, Secretary, Treasurer and sole director
and sole voting shareholder of Quest, the investment adviser to the Fund. He
became affiliated with Quest in June 1972, and has served as its President and
Treasurer since November 1972. Mr. Royce also manages three private investment
partnerships through Quest Management Company ('QMC'), a registered investment
adviser, of which he is the managing general partner.
Thomas R. Ebright has been a Vice President of Quest since September 1981.
He has also been President, Treasurer, a director and principal shareholder of
Royce, Ebright & Associates, Inc., the investment adviser to a series of The
Royce Fund, since June 1994. He was a general partner of QMC and its predecessor
until June 1994. Mr. Ebright is also a director of Atlantic Pro Sports, Inc. and
of the Strasburg Rail Road Co. since March 1993 and was the President and
principal owner of Baltimore Professional Hockey, Inc. until May 1993.
Richard M. Galkin is a private investor and the President of Richard M.
Galkin Associates, Inc., tele-communications consultants.
Stephen L. Isaacs is an attorney, Director of the Columbia University
Development Law and Policy Program, a Professor at Columbia University and
President of Stephen L. Isaacs Associates, consultants.
David L. Meister is a consultant in the communications industry. He was an
executive officer of Digital Planet Inc. from April 1991 to December 1992.
Mr. Royce is also President and Treasurer of Royce Value Trust, Inc.
('RVT'), Pennsylvania Mutual Fund ('PMF') and The Royce Fund ('TRF'), registered
management investment companies. Messr. Royce, Ebright, Galkin, Isaacs and
Meister are also directors/trustees of RVT and PMF, and Messrs. Royce, Galkin,
Isaacs and Meister are also trustees of TRF. Mr. Ebright is also a Vice
President of TRF and a Vice President and Treasurer, and Mr. Royce is also the
sole shareholder and director and Secretary, of Quest Distributors, Inc., the
distributor of TRF's shares.
Messrs. Royce and Ebright are 'interested persons' of the Fund within the
meaning of Section 2(a)(19) under the Investment Company Act of 1940.
REMUNERATION OF DIRECTORS AND OFFICERS
Set forth below is the compensation paid by the Fund and the three other
registered investment companies comprising The Royce Funds to each director for
the year ended December 31, 1995.
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM FROM THE FUND AND
DIRECTOR THE FUND OTHER ROYCE FUNDS
- - ---------------------------------------------------------- ----------------- ------------------
<S> <C> <C>
Charles M. Royce.......................................... $ 0 $ 0
Thomas R. Ebright......................................... 0 0
Richard M. Galkin......................................... 9,000 60,000
Stephen L. Isaacs......................................... 9,000 60,000
David L. Meister.......................................... 9,000 60,000
</TABLE>
The Fund paid $4,598 cash remuneration to one officer of the Fund for the
year ended December 31, 1995.
3
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<PAGE>
Each of the Fund's non-affiliated directors receives a base fee of $5,000
per year plus $500 for each meeting of the Board of Directors attended. No
director of the Fund received remuneration for services as a director for the
year ended December 31, 1995 in addition to or in lieu of this standard
arrangement.
VOTE REQUIRED
A quorum consists of stockholders representing a majority of the
outstanding shares of the Fund's Common Stock entitled to vote who are present
in person or by proxy, and a plurality of all of the votes cast at a meeting at
which a quorum is present is sufficient to elect a director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
2. RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (PROPOSAL 2)
At the meeting, the stockholders will be asked to ratify the selection by
the Board of Directors, including a majority of the directors who are not
'interested persons' (as such term is defined in the Investment Company Act of
1940), of Ernst & Young LLP, independent auditors, to serve as the Fund's
auditors for the year ending December 31, 1996.
Ernst & Young LLP has informed the Fund that neither Ernst & Young LLP nor
any of its partners has any direct or indirect financial interest in the Fund
except as auditors and independent public accountants. Ernst & Young LLP served
as the Fund's independent public accountants for the year ended December 31,
1995. Representatives of Ernst & Young LLP are not expected to be present at the
meeting, but have been given an opportunity to make a statement if they so
desire, and will be available should any matter arise requiring their
participation.
VOTE REQUIRED
Ratification of the selection of Ernst & Young LLP as the independent
public accountants of the Fund requires the affirmative vote of a majority of
the outstanding shares of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
3. OTHER BUSINESS
Management knows of no business to be brought before the meeting other than
Proposals 1 and 2 in the Notice of the Annual Meeting. If other matters do come
before the meeting, it is intended that the shares represented by Proxies will
be voted in accordance with the judgment of the person or persons exercising at
the meeting the authority conferred by the Proxies.
ADDITIONAL INFORMATION
Quest Advisory Corp., the Fund's investment adviser, is located at 1414
Avenue of the Americas, New York, New York 10019.
Mitchell Hutchins Asset Management Inc., located at 1285 Avenue of the
Americas, New York, New York 10019, serves as the Fund's Administrator.
4
<PAGE>
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Fund's 1997
Annual Meeting of Stockholders must be received by the Fund by January 31, 1997,
for inclusion in the Fund's Proxy Statement and form of Proxy relating to that
meeting.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE
5
<PAGE>
<PAGE>
APPENDIX 1
PROXY CARD
PROXY ROYCE MICRO-CAP TRUST, INC. PROXY
1414 Avenue of the Americas
New York, NY 10019
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Charles M. Royce and Stephen L. Isaacs, or
either of them acting in the absence of the other, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated on the reverse, all shares of the Fund held of record by the
undersigned on May 16, 1996, at the Annual Meeting of Stockholders to be held on
June 26, 1996, or at any adjournment thereof.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
Please sign exactly as name appears on other side. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- - ---------------------------------- ----------------------------------
- - ---------------------------------- ----------------------------------
- - ---------------------------------- ----------------------------------
<PAGE>
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
ROYCE MICRO-CAP
TRUST, INC.
With- For All
For hold Except
1. ELECTION OF
DIRECTORS (Page 2) [ ] [ ] [ ]
Charles M. Royce Thomas R. Ebright Richard M. Galkin
Stephen L. Isaacs David L. Melster
If you do not wish your shares voted for a particular nominee, mark the "For
All Except' box and strike a line through the nominee(s)' name. Your shares
will be voted for the remaining nominee(s).
For Against Abstain
2. PROPOSAL TO RATIFY THE [ ] [ ] [ ]
SELECTION OF ERNST &
YOUNG LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS (Page 4)
3. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY COME
BEFORE THE MEETING.
This Proxy when properly executed will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this Proxy will be voted for
Proposals 1 and 2.
Please be sure to sign and date this Proxy. Date
Mark box at the right if comments or address changes have been noted on the
reverse.
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
