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 April 28, 1998 at 3:00 p.m.
(E.T.), for the following purposes:
1. To elect a board of five directors, three to be elected by the holders
of both the Fund's Common Stock and its 7.75% Cumulative Preferred Stock
("Preferred Stock") voting together as a single class, and two to be elected
only by the holders of the Fund's Preferred Stock.
2. To ratify the selection of Tait, Weller & Baker as independent public
accountants of the Fund for the year ending December 31, 1998.
3. To transact such other business as may come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on March 31, 1998 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,
1997 was previously mailed to stockholders, and copies of it are available upon
request, without charge, by writing to the Fund at 1414 Avenue of the Americas,
New York, New York 10019 or calling toll free at 1-800-221-4268.
IMPORTANT
To save the Fund the expense of additional proxy solicitation, if you do
not now expect to be present at the meeting, please insert your instructions on
the enclosed Proxy, date and sign it and return it in the enclosed envelope
(which requires no postage if mailed in the United States). The Proxy is
solicited on behalf of the Board of Directors, is revocable and will not affect
your right to vote in person in the event that you attend the meeting.
By order of the Board of Directors,
John E. Denneen
Secretary
April 7, 1998
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
ROYCE MICRO-CAP TRUST, INC.
1414 Avenue of the Americas
New York, New York 10019
Tuesday, April 28, 1998
_____________________________
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 the 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 Royce & Associates, Inc. ("Royce"),
the Fund's investment adviser, may solicit Proxies personally and by telephone,
if deemed desirable.
On March 31, 1998, the record date for the meeting, there were 13,129,779
shares of Common Stock and 1,600,000 shares of Preferred Stock of the Fund
outstanding. The stockholders entitled to vote are those of record on that
date. Shares of both the Common Stock and the Preferred Stock are 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.
<PAGE>
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 and
Preferred Stock as of the record date.
Class Amount and Nature Percentage
Name and Address of Owner of Stock of Ownership of Class
- ------------------------- -------- ----------------- ----------
Charles M. Royce Common 865,286 shares-- 6.6%
1414 Avenue of the Americas Beneficial (sole voting
New York, NY 10019 and investment power)
Cede & Co. FAST Common 12,603,432 shares-Record 96.0%
P.O. Box 20 Bowling
Green Station Preferred 1,592,917 shares-Record 99.6%
New York, NY 10274
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
Common Preferred
Proposal Stockholders Stockholders
- -------- ------------ ------------
1 Common and Preferred Stockholders, Preferred Stockholders,
voting together as a single class, voting as a separate class,
elect 3 directors elect 2 additional directors
2 Common and Preferred Stockholders, voting together as a single class
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 holders of both the Common
Stock and the Preferred Stock, voting together as a single class, are entitled
to elect three directors. The holders of the Preferred Stock, voting as a
separate class, are entitled to elect the remaining two directors. The Fund's
Board of Directors has nominated the following five persons, each of whom has
served as a director since July 1986, (except for John D. Diederich, who has
served as a director since June 1997), to become directors of
<PAGE>
the Fund. Certain information concerning them is set forth below. Each of
these persons has agreed to serve if elected, and the Fund's management has no
reason to believe that any of them will be unavailable for election as a
director. However, if any of them become unwilling or unable to serve, the
persons named in the accompanying form of Proxy will vote for the election of
such other persons, if any, as the Board of Directors may nominate.
Positions With
Name Age The Fund Elected By
---- --- -------------- ----------
Charles M. Royce ...... 58 Director, President Common and
and Treasurer Preferred
John D. Diederich ...... 46 Director and Vice Preferred only
President
Richard M. Galkin ...... 59 Director Common and
Preferred
Stephen L. Isaacs ...... 58 Director Common and
Preferred
David L. Meister ...... 58 Director Preferred only
A total of seven meetings of the Board of Directors were held during the
year ended December 31, 1997, and each director attended 75% or more of the
meetings held during the period in which he served.
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, 1997, 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:
<PAGE>
Name of Director Amount Percentage of Class
---------------- ------ -------------------
Charles M. Royce ........... 865,286 shares 6.6%
John D. Diederich ........... 550 shares -
Richard M. Galkin ........... None -
Stephen L. Isaacs ........... None -
David L. Meister ........... None -
Mr. Royce has sole voting power and sole investment power as to the shares
beneficially owned by him. As of the record date, all directors and officers of
the Fund as a group (9 persons) beneficially owned 888,146 shares of the Fund's
Common Stock, constituting 6.8% of the class, and no shares of its Preferred
Stock.
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 Royce, the investment adviser to the Fund. He
has served as Royce's President and Treasurer for more than 24 years. Mr. Royce
also manages three private investment partnerships through Royce Management
Company ("RMC"), a registered investment adviser, of which he is the managing
general partner.
John D. Diederich has been the Director of Administration of The Royce
Funds since January 1993 and President of Royce Fund Services, Inc. ("RFS"), the
distributor of The Royce Fund's shares, since November 1995.
Richard M. Galkin is a private investor and the President of Richard M.
Galkin Associates, Inc., telecommunications consultants.
Stephen L. Isaacs has been President of The Center for Health and Social
Policy since September 1996 and President of Stephen L. Isaacs Associates,
consultants. He was a Director of the Columbia University Development Law and
Policy Program and a Professor at Columbia University until August 1996.
David L. Meister is a consultant in the communications industry.
<PAGE>
Mr. Royce is also President and Treasurer of Royce Value Trust, Inc.
("RVT"), Royce Global Trust, Inc. ("RGT"), The Royce Fund ("TRF") and Royce
Capital Fund ("RCF"), registered management investment companies. Messrs.
Royce, Galkin, Isaacs and Meister are also directors/trustees of RVT, RGT, TRF
and RCF. Mr. Diederich is also a director of RVT and a Vice President of the
Fund, RVT, RGT and RCF, and Mr. Royce is also the sole shareholder and director
and Secretary of RFS.
Messrs. Royce and Diederich are "interested persons" of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940.
In addition to Mr. Royce, three Vice Presidents of the Fund are also
officers of Royce.
REMUNERATION OF DIRECTORS
Set forth below is the compensation paid by the Fund and the four other
registered investment companies comprising The Royce Funds to each director for
the year ended December 31, 1997.
Aggregate Compensation Total Compensation From the Fund
Director From the Fund and Other Royce Funds
-------- ---------------------- --------------------------------
Charles M. Royce $ - $ -
John D. Diederich - -
Richard M. Galkin 7,500 65,000
Stephen L. Isaacs 7,500 65,000
David L. Meister 7,500 65,000
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, 1997 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 and/or Preferred Stock, as the
case may be, 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.
<PAGE>
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" of the Fund, of Tait, Weller & Baker, independent
accountants, to serve as the Fund's auditors for the year ending December 31,
1998.
The practice of Tait, Weller & Baker is concentrated in the investment
company/management industry, and the Board believes the Fund, as part of an
independent complex, should benefit from the expertise and cost effectiveness
which they have developed. The selection of Tait, Weller & Baker did not involve
any dispute with Ernst & Young LLP, the Fund's independent public accountants
for the year ended December 31, 1997, or a decision by Ernst & Young LLP not to
stand for re-election as auditors. The report of Ernst & Young LLP on the
financial statements of the Fund as of December 31, 1997 and for the two years
then ended, as well as all prior reports, did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to audit scope or
accounting principles.
Tait, Weller & Baker has informed the Fund that neither Tait, Weller &
Baker nor any of its partners has any direct or indirect financial interest in
the Fund except as auditors and independent public accountants. Representatives
of Tait, Weller & Baker and 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 Tait, Weller & Baker as the independent
public accountants of the Fund requires the affirmative vote of a majority of
the outstanding shares of the Fund's Common Stock and Preferred Stock, voting
together as a single class, present or represented at the meeting (assuming that
more than 50% of the shares are present or represented).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
<PAGE>
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
The address of Royce & Associates, Inc., the Fund's investment adviser, is
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.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Fund's 1999
Annual Meeting of Stockholders must be received by the Fund by December 8, 1998,
for inclusion in the Fund's Proxy Statement and form of Proxy relating to that
meeting.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE
RCMT-PS-98
<PAGE>
COMMON STOCK ROYCE MICRO-CAP TRUST, INC. COMMON STOCK
1414 Avenue of the Americas
New York, NY 10019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, a Common Stockholder of Royce Micro-Cap Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse, all shares of Common Stock of the Fund held of record by the
undersigned on March 31, 1998, at the Annual Meeting of Stockholders to be held
on April 28, 1998, or at any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on 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>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
__________________________________________________
ROYCE MICRO-CAP TRUST, INC.
COMMON STOCK
_____________________________________________
With- For All
1. ELECTION OF DIRECTORS For hold Except
CHARLES M. ROYCE, RICHARD M. GALKIN / / / / / /
AND STEPHEN L. ISAACS
If you do not wish your shares voted "FOR" a
particular nominee, mark the
"For All Except" box and strike a line through the
nominee's name. Your shares will be voted for the
remaining nominees.
For Against Abstain
2. PROPOSAL TO RATIFY THE SELECTION OF TAIT, / / / / / /
WELLER & BAKER AS INDEPENDENT PUBLIC
ACCOUNTANTS
3. THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change or comment
has been noted on the reverse side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
PREFERRED STOCK ROYCE MICRO-CAP TRUST, INC. PREFERRED STOCK
1414 Avenue of the Americas
New York, NY 10019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, a Preferred Stockholder of Royce Micro-Cap Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse, all shares of the 7.75% Cumulative Preferred Stock of the Fund held of
record by the undersigned on March 31, 1998, at the Annual Meeting of
Stockholders to be held on April 28, 1998, or at any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on 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>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
__________________________________________________
ROYCE MICRO-CAP TRUST, INC.
PREFERRED STOCK
_____________________________________________
With- For All
1. ELECTION OF DIRECTORS For hold Except
CHARLES M. ROYCE, JOHN D. DIEDERICH, / / / / / /
RICHARD M. GALKIN, STEPHEN L. ISAACS,
AND DAVID L. MEISTER
If you do not wish your shares voted "FOR" a
particular nominee, mark the
"For All Except" box and strike a line through the
nominee's name. Your shares will be voted for the
remaining nominees.
For Against Abstain
2. PROPOSAL TO RATIFY THE SELECTION OF TAIT, / / / / / /
WELLER & BAKER AS INDEPENDENT PUBLIC
ACCOUNTANTS
3. THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change or comment
has been noted on the reverse side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
