As filed with the Securities and Exchange
Commission on August 14, 2017 UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
SCHEDULE 14A | |||
(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION | |||
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) | |||
Filed by the Registrant ☒ | |||
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)) | ||
☒ | Definitive Proxy Statement | ||
☐ | Definitive Additional Materials | ||
☐ | Soliciting Material Pursuant to §240.14a-12 | ||
ROYCE VALUE TRUST, INC. | |||
(Name of Registrant as Specified In Its Charter) | |||
N/A | |||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
Payment of Filing Fee (Check the appropriate box): | |||
☒ | No fee required. | ||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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(2) | Aggregate number of securities to which transaction applies: | ||
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☐ | 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. | ||
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ROYCE VALUE TRUST, INC.
745 Fifth Avenue
New
York, New York 10151
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 28, 2017
To the Stockholders of: ROYCE VALUE TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the Meeting) of ROYCE VALUE TRUST, INC. (the Fund) will be held at the offices of the Fund, 745 Fifth Avenue, New York, New York 10151 on Thursday, September 28, 2017, at 11:00 a.m. (Eastern Time), for the following purposes:
1. | To elect three
Directors to the Funds Board of Directors. |
|
2. | To transact
such other business as may properly come before the Meeting or any postponement
or adjournment thereof. |
The Board of Directors of the Fund has set the close of business on July 20, 2017 as the record date for determining those stockholders entitled to vote at the Meeting or any postponement or adjournment thereof, and only holders of record at the close of business on that day will be entitled to vote.
IMPORTANT
To save the Fund the expense of additional proxy solicitation, please mark 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), even if you expect to be present at the Meeting. You may also authorize a proxy to vote your shares via telephone or the Internet by following the instructions on the proxy card or Notice of Internet Availability of Proxy Materials. Please take advantage of these prompt and efficient proxy authorization options. The accompanying Proxy is solicited on behalf of the Board of Directors of the Fund, 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 |
August 14, 2017
IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON SEPTEMBER 28, 2017
THE NOTICE,
PROXY STATEMENT AND PROXY
CARD FOR THE FUND ARE AVAILABLE AT
WWW.PROXYVOTE.COM
PROXY STATEMENT
ROYCE VALUE TRUST, INC.
745 Fifth Avenue
New York, New York 10151
ANNUAL MEETING OF STOCKHOLDERS
September 28, 2017
All properly executed Proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, Proxies will be voted FOR the election of the Director nominees of the Fund.
You may revoke your Proxy at any time before it is exercised by sending written instructions to the Secretary of the Fund at the Funds address indicated above 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 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 Funds shares of common stock (Common Stock). Some officers and employees of the Fund and/or Royce & Associates, LP (R&A or Royce), the Funds investment adviser, may solicit proxies personally and by telephone, if deemed desirable. Stockholders vote at the Meeting by casting ballots (in person or by proxy) which are tabulated by one or two persons, appointed by the Board before the Meeting, who serve as Inspectors and Judges of Voting at the Meeting and who have executed an Inspectors and Judges Oath.
1
The Board has set the close of business on July 20, 2017 as the record date (the Record Date) for determining those stockholders entitled to vote at the Meeting or any postponement or adjournment thereof, and only holders of record at the close of business on that day will be entitled to vote. Stockholders on the Record Date will be entitled to one vote for each outstanding share of Common Stock held (proportional voting rights for fractional shares held), with no shares having cumulative voting rights.
As of the Record Date, there were 83,108,428 shares of Common Stock outstanding. 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:
Name and Address of Owner | Amount
and Nature of Ownership |
Percent |
Cede &
Co.* Depository Trust Company P.O. Box #20 Bowling Green Station New York, NY 10028 |
82,071,208
shares Record* |
98.75% |
* | Shares held by brokerage firms, banks and other financial intermediaries on behalf of beneficial owners are registered in the name of Cede & Co. |
The Board knows of no business other than that stated in Proposal 1 of the Notice of Meeting that will be presented for consideration at the Meeting. If any other matter is properly presented at the Meeting or any postponement or adjournment thereof, it is the intention of the persons named on the enclosed Proxy to vote in accordance with their best judgment.
2
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, three members of the Board will be elected. The Board has nine Directors. The nine Directors are currently divided into three classes, each class having a term of office of three years. The term of office of one class expires each year. Each of Stephen L. Isaacs, Christopher D. Clark, and Christopher C. Grisanti currently serves as a Class III director and has been nominated by the Board to serve as a Class III director for a three-year term to expire at the Funds 2020 Annual Meeting of Stockholders or until his successor is duly elected and qualified.
The classes of Directors and their respective terms are indicated below.
CLASS III DIRECTORS TO SERVE UNTIL 2020 ANNUAL MEETING OF STOCKHOLDERS
Stephen L.
Isaacs
Christopher D. Clark
Christopher C. Grisanti
CLASS I DIRECTORS SERVING UNTIL 2018 ANNUAL MEETING OF STOCKHOLDERS
Charles M.
Royce
G. Peter OBrien
David L. Meister
CLASS II DIRECTORS SERVING UNTIL 2019 ANNUAL MEETING OF STOCKHOLDERS
Patricia W.
Chadwick
Arthur S. Mehlman
Michael K. Shields
Each of the three Director nominees has agreed to serve if elected, and the Funds management has no reason to believe that any of them will be unavailable for service as a Director. However, if any of them becomes unwilling or unable to serve, the persons named in the accompanying Proxy will vote for the election of such other persons, if any, as the Board may nominate.
3
Name, Address*
and Principal Occupations During Past Five Years |
Age | Positions
With the Fund |
Length
of Time Served |
Current
Term Expires |
Number
of Portfolios in Fund Complex Overseen |
Other
Public Company Directorships |
Charles M.
Royce** Chief Executive Officer (until June 2016), President (until June 2014), and Member of the Board of Managers of Royce & Associates, LP (R&A or Royce), investment adviser to the Fund. Member of Board of Directors/Trustees of the Fund, Royce Micro-Cap Trust, Inc. (RMT), Royce Global Value Trust, Inc. (RGT), The Royce Fund (TRF), and Royce Capital Fund (RCF) (the Fund, RMT, RGT, TRF, and RCF collectively, The Royce Funds). |
77 | Class I Director |
1986 | 2018 | 22 | TICC Capital Corp. |
Christopher
D. Clark** Chief Executive Officer (since July 2016), President (since July 2014), Co-Chief Investment Officer (since January 2014), Managing Director, and Member of the Board of Managers (since June 2015) of R&A, having been employed by R&A since May 2007. President and Member of Board of Directors/Trustees of The Royce Funds. |
52 | Class III
Director and President |
2014 | 2017 | 22 | None |
* | The address of Messrs. Royce and Clark is c/o Royce & Associates, LP, 745 Fifth Avenue, New York, New York 10151. | ||
** | Interested person, as defined in the Investment Company Act, of the Fund. | ||
| Mr. Clark was elected by, and serves at the pleasure of, the Board in his capacity as an officer of the Fund. |
Messrs. Royce and Clark are interested persons of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act due to the positions they hold with R&A and their stock ownership in Legg Mason, Inc. (Legg Mason), the ultimate corporate parent of R&A. There are no family relationships between any of the Funds Directors and officers.
4
Name, Address*
and Principal Occupations During Past Five Years** |
Age | Positions
With the Fund |
Length
of Time Served |
Current
Term Expires |
Number
of Portfolios in Fund Complex Overseen |
Other
Public Company Directorships |
Patricia W.
Chadwick Consultant and President of Ravengate Partners LLC (since 2000). |
68 | Class II
Director |
2010 | 2019 | 22 | Wisconsin
Energy Corp. and Voya Funds |
Stephen L.
Isaacs Attorney and President of Health Policy Associates, Inc., consultants. Mr. Isaacss prior business experience includes having served as President of The Center for Health and Social Policy (1996 to 2012); and Director of Columbia University Development Law and Policy Program and Professor at Columbia University (until August 1996). |
77 | Class III
Director |
1986 | 2017 | 22 | None |
Arthur S.
Mehlman Director of The League for People with Disabilities, Inc.; Director of University of Maryland Foundation (non-profits). Formerly: Director of Municipal Mortgage & Equity, LLC (from October 2004 to April 2011); Director of University of Maryland College Park Foundation (non- profit) (from 1998 to 2005); Partner, KPMG LLP (international accounting firm) (from 1972 to 2002); Director of Maryland Business Roundtable for Education (from July 1984 to June 2002). |
75 | Class II
Director |
2004 | 2019 | 40 (Director/Trustee of all Royce Funds, consisting of 22 portfolios; Director/Trustee of the Legg Mason Family of Funds, consisting of 18 portfolios) |
None |
5
Name, Address*
and Principal Occupations During Past Five Years** |
Age | Positions
With the Fund |
Length
of Time Served |
Current
Term Expires |
Number
of Portfolios in Fund Complex Overseen |
Other
Public Company Directorships |
David L. Meister
Consultant. Chairman and Chief Executive Officer of The Tennis Channel (from June 2000 to March 2005). Mr. Meisters prior business experience includes having served as Chief Executive Officer of Seniorlife.com, a consultant to the communications industry, President of Financial News Network, Senior Vice President of HBO, President of Time-Life Films and Head of Broadcasting for Major League Baseball. |
77 | Class I Director |
1986 | 2018 | 22 | None |
G. Peter OBrien Director, Bridges School (since 2006); Trustee Emeritus of Colgate University (since 2005); Board Member of Hill House, Inc. (since 1999). Formerly: Trustee of Colgate University (from 1996 to 2005); President of Hill House, Inc. (from 2001 to 2005); and Managing Director/Equity Capital Markets Group of Merrill Lynch & Co. (from 1971 to 1999). |
72 | Class I Director |
2001 | 2018 | 40 (Director/Trustee of all Royce Funds, consisting of 22 portfolios; Director/Trustee of the Legg Mason Family of Funds, consisting of 18 portfolios) |
TICC Capital Corp. |
Michael K.
Shields President and Chief Executive Officer of Piedmont Trust Company, a private North Carolina trust company (since May 2012). Mr. Shieldss prior business experience includes owning Shields Advisors, an investment consulting firm (from April 2010 to June 2012). |
58 | Class II
Director |
2015 | 2019 | 22 | None |
6
Name, Address*
and Principal Occupations During Past Five Years** |
Age | Positions
With the Fund |
Length
of Time Served |
Current
Term Expires |
Number
of Portfolios in Fund Complex Overseen |
Other
Public Company Directorships |
Christopher
C. Grisanti Co-Founder and Chief Executive Officer of Grisanti Capital Management LLC, an investment advisory firm (since 1999). Mr. Grisantis prior business experience includes serving as Director of Research and Portfolio Manager at Spears Benzak, Salomon & Farrell (from 1994 to 1999) and a senior associate at the law firm of Simpson, Thacher & Bartlett (from 1988 to 1994). |
55 | Class III
Director |
August 2017 | 2017 | 22 | None |
* | The address of each of Ms. Chadwick and Messrs. Isaacs, Mehlman, Meister, OBrien, Shields, and Grisanti is c/o Royce & Associates, LP, 745 Fifth Avenue, New York, New York 10151. | |
** | Each of the Independent Directors, including two of the three Director nominees, is a director/trustee of certain other investment companies for which R&A acts as an investment adviser. Each of Ms. Chadwick and Messrs. Isaacs, Mehlman, Meister, OBrien, Shields, and Grisanti is a member of the Audit Committee of the Board and the Nominating Committee of the Board. |
Additional information about each Director follows (supplementing the information provided in the tables above) that describes some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board believes has prepared them to be effective Directors.
| Charles
M. Royce In addition to his tenure as a Director/Trustee of The Royce
Funds, Mr. Royce serves as a Member of the Board of Managers of R&A. Mr. Royce
served as the President of R&A from 1972 to June 2014 and as Chief Executive
Officer of R&A from 1972 to June 2016. Mr. Royce has over 40 years of investment
and business experience. |
||
| Christopher
D. Clark In addition to his tenure as a Director/Trustee of The Royce
Funds, Mr. Clark serves as Chief Executive Officer, President, Co-Chief Investment
Officer, and a Member of the Board of Managers of R&A, having been employed
by R&A since 2007. Mr. Clark has over 25 years of investment and business experience,
including extensive experience in the financial sector. |
||
7
| Patricia
W. Chadwick In addition to her tenure as a Director/Trustee of The Royce
Funds, Ms. Chadwick is designated as an Audit Committee Financial Expert. Ms. Chadwick
has over 30 years of investment and business experience, including extensive experience
in the financial sector and as a consultant to business and non-profit entities.
In addition, Ms. Chadwick has served on the boards of a variety of public and private
companies and non-profit entities, including currently serving on the board of two
public companies. |
||
| Stephen
L. Isaacs In addition to his tenure as a Director/Trustee of The Royce
Funds, Mr. Isaacs serves as Attorney and President of a private consulting firm.
Mr. Isaacs has over 40 years of business and academic experience, including extensive
experience related to public health and philanthropy. |
||
| Arthur
S. Mehlman In addition to his tenure as a Director/Trustee of The Royce
Funds and of the Legg Mason Family of Funds, Mr. Mehlman serves as the Chairman
of the Boards Audit Committee, acting as liaison between the Board and the
Funds independent registered public accountants, and is designated as an Audit
Committee Financial Expert. Mr. Mehlman has over 35 years of business experience,
including as Partner of an international accounting firm and a Director for various
private companies and non-profit entities. |
||
| David L.
Meister In addition to his tenure as a Director/Trustee of The Royce
Funds, Mr. Meister has over 40 years of business experience, including extensive
experience as an executive officer in and consultant to the communications industry. |
||
| G. Peter
OBrien In addition to his tenure as a Director/Trustee of The Royce
Funds and of the Legg Mason Family of Funds, Mr. OBrien serves as Chairman
of the Boards Nominating Committee. Mr. OBrien has over 35 years of
business experience, including extensive experience in the financial sector. In
addition, Mr. OBrien has served on the boards of public companies and non-profit
entities. |
||
| Michael
K. Shields In addition to his tenure as a Director/Trustee of The Royce
Funds, Mr. Shields serves as President and Chief Executive Officer of Piedmont Trust
Company, a private North Carolina trust company. Mr. Shields has over 30 years of
investment and business experience, including extensive experience in the financial
sector. |
||
| Christopher
C. Grisanti In addition to his tenure as a Director/Trustee of The Royce
Funds, Mr. Grisanti co-founded and serves as Chief Executive Officer of Grisanti
Capital Management LLC, an investment advisory firm. Mr. Grisanti has over 20 years
of investment industry experience. |
8
The Board believes that each Directors experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the perspective such Director brings to the entire Board, with no single Director, or particular factor, being indicative of Board effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that their members satisfy this standard. Experience relevant to having this ability may be achieved through a Directors educational background; business, professional training or practice, public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit entities or other organizations; and/or other life experiences. The charter for the Boards Nominating Committee contains certain other specific factors considered by the Nominating Committee in identifying and selecting Director candidates (as described below).
To assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with R&A, and also may benefit from information provided by R&As internal counsel; both Board and R&As internal counsel have significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
9
The principal purposes of the Audit Committee are to (i) assist Board oversight of the (a) integrity of the Funds financial statements; (b) independent accountants qualifications and independence; and (c) performance of the Funds independent accountants and (ii) prepare, or oversee the preparation of any audit committee report required by rules of the SEC to be included in the Funds proxy statement for its annual meeting of stockholders. The Board has adopted an Audit Committee charter for the Fund, a copy of which was included as an exhibit to the Proxy Statement for the Funds 2016 Annual Meeting of Stockholders. Although a copy of the Audit Committee charter for the Fund is not available on the Funds website, one may be obtained by calling 1-800-221-4268.
The Audit Committee also has (i) received written disclosures and the letter required by Independence Standards Board Standard No. 1 from PricewaterhouseCoopers LLP (PWC), the Funds independent auditors for the fiscal year ended December 31, 2016, and (ii) discussed certain matters required to be discussed under the requirements of The Public Company Accounting Oversight Board with PWC. The Audit Committee has considered whether the provision of non-audit services by the Funds independent accountants is compatible with maintaining their independence.
At its meetings held on February 13, 2017 and February 28, 2017 March 1, 2017, the Audit Committee reviewed and discussed the audit of the Funds financial statements as of December 31, 2016 and for the fiscal year then ended with Fund management and PWC. Had any material concerns arisen during the course of the audit and the preparation of the audited financial statements mailed to stockholders and included in the Funds 2016 Annual Report to Stockholders, the Audit Committee would have been notified by Fund management or PWC. The Audit Committee received no such notifications. At those meetings, the Audit Committee recommended to the Board that the Funds audited financial statements be included in the Funds 2016 Annual Report to Stockholders.
10
The Nominating Committee is responsible for identifying and recommending to the Board individuals believed to be qualified to become Board members in the event that a position is vacated or created. The Nominating Committee will consider Director candidates recommended by stockholders. In considering potential nominees, the Nominating Committee will take into consideration (i) the contribution which the person can make to the Board, with consideration given to the persons business and professional experience, education and such other factors as the Committee may consider relevant, including but not limited to whether a potential nominees personal and professional qualities and attributes would provide a beneficial diversity of skills, experience and/or perspective to the Board; (ii) the character and integrity of the person; (iii) whether or not the person is an interested person as defined in the Investment Company Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Fund; (iv) whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser of the Fund, Fund service providers or their affiliates; (v) whether or not the person is financially literate pursuant to the New York Stock Exchanges audit committee membership standards; (vi) whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; (vii) whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of, a Director of the Fund; and (viii) whether or not the selection and nomination of the person would be in the best interest of the Fund in light of the requirements of the Funds retirement policies. While the Nominating Committee does not have a formal policy regarding diversity, as noted above, it may consider the diversity of skills, experience and/or perspective a potential nominee will bring to the Board as part of its evaluation of the contribution such potential nominee will make to the Board. Such factors will be considered in light of the other factors described above and in the context of the Boards existing membership at the time such potential candidate is considered.
11
To have a candidate considered by the Nominating Committee, a stockholder must submit the recommendation in writing and must include biographical information and set forth the qualifications of the proposed nominee. The stockholder recommendation and information described above must be sent to the Funds Secretary, John E. Denneen, c/o Royce Value Trust, Inc., 745 Fifth Avenue, New York, New York 10151.
Although the Board does not have a standing compensation committee, the Independent Directors review their compensation annually.
12
Set forth below is the aggregate compensation paid by the Fund and the total compensation paid by The Royce Funds and the Fund Complex to each Independent Director of the Fund for the year ended December 31, 2016.
Name | Aggregate
Compensation From the Fund |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Estimated
Annual Benefits upon Retirement |
Total
Compensation From The Royce Funds Paid to Directors |
Total
Compensation From The Fund and Fund Complex Paid to Directors* |
Patricia W.
Chadwick, Director |
$25,500 | None | None | $259,300 | $259,300 |
Stephen L.
Isaacs, Director |
$25,500 | None | None | $259,300 | $259,300 |
Arthur S.
Mehlman, Director |
$25,500 | None | None | $259,300 | $436,800 |
David L. Meister, Director |
$25,500 | None | None | $259,300 | $259,300 |
G. Peter OBrien, Director |
$25,500 | None | None | $259,300 | $426,800 |
Michael K.
Shields, Director |
$25,500 | None | None | $259,300 | $259,300 |
Richard Galkin, Director** |
$4,232 | None | None | $44,280 | $44,280 |
Christopher C. Grisanti, Director*** |
$0 | None | None | $0 | $0 |
* | Represents aggregate compensation paid to each Director during the calendar year ended December 31, 2016 from the Fund Complex. As of the date hereof, the Fund Complex includes the 22 portfolios of The Royce Funds and the 18 portfolios of the Legg Mason Funds. | |
** | Mr. Galkin retired as a Director of the Fund in February 2016. | |
*** | Mr. Grisanti became a Director of the Fund effective August 14, 2017. |
13
Name, Address*
and Principal Occupations During Past Five Years |
Age | Office** | Officer
of Fund Since |
Christopher
D. Clark, Chief Executive Officer (since July 2016), President (since July 2014), Co-Chief Investment Officer (since January 2014), and Member of the Board of Managers (since June 2015) of R&A, having been employed by R&A since May 2007. |
52 | President | 2014 |
Francis D.
Gannon, Co-Chief Investment Officer (since January 2014) and Managing Director of R&A, having been employed by Royce since September 2006. |
49 | Vice President | 2014 |
Peter K. Hoglund, Chief Financial Officer, Chief Administrative Officer, and Managing Director of R&A, having been employed by R&A since December 2014. Prior to joining R&A, Mr. Hoglund spent more than 20 years with Munder Capital Management in Birmingham, MI, serving as Managing Director and Chief Financial Officer and overseeing all financial aspects of the firm. |
51 | Treasurer | 2015 |
Daniel A.
OByrne, Principal and Vice President of R&A, having been employed by R&A since October 1986. |
55 | Vice President | 1994 |
John E. Denneen, General Counsel, Managing Director, Chief Legal and Compliance Officer, Secretary, and, since 2015, Member of the Board of Managers of R&A; Secretary and Chief Legal Officer of The Royce Funds. |
50 | Secretary
and Chief Legal Officer |
1996 to 2001 and since 2002 |
Lisa Curcio, Chief Compliance Officer of The Royce Funds (since October 2004); and Compliance Officer of R&A (since June 2004). |
57 | Chief Compliance Officer |
2004 |
* | The address of each officer of the Fund is c/o Royce & Associates, LP, 745 Fifth Avenue, New York, New York 10151. | |
** | Each officer of the Fund is elected by, and serves at the pleasure of, the Board. |
14
Based solely on the Funds review of the copies of such forms and amendments thereto, furnished to it during or with respect to its most recent fiscal year, and written representations from certain reporting persons that they were not required to file Form 5 with respect to the most recent fiscal year, the Fund believes that all of its officers, Directors, greater than ten percent beneficial owners and other persons subject to Section 16 of the Exchange Act due to the requirements of Section 30(h) of the Investment Company Act (i.e., any investment adviser or affiliated person of the Funds investment adviser), have complied with all filing requirements applicable to them with respect to transactions in the Funds shares during the Funds most recent fiscal year.
Name | Aggregate
Dollar Range of Equity in the Fund |
Aggregate
Dollar Range of Securities in all Royce Funds overseen by each Director in the Royce Family of Funds |
Interested Directors: |
||
Charles M. Royce | Over $100,000 | Over $100,000 |
Christopher D. Clark | $50,001-$100,000 | Over $100,000 |
Non-Interested Directors: |
||
Patricia W. Chadwick | None | Over $100,000 |
Stephen L. Isaacs | $1$10,000 | Over $100,000 |
Arthur S. Mehlman | $10,001-$50,000 | Over $100,000 |
David L. Meister | None | Over $100,000 |
G. Peter OBrien | $10,001-$50,000 | Over $100,000 |
Michael K. Shields | None | Over $100,000 |
Christopher C. Grisanti* | None | None |
* Mr. Grisanti became a Director of the Fund effective August 14, 2017.
15
Information regarding ownership of shares of Common Stock by the Funds Directors and officers as of the Record Date is set forth below:
Name and
Address* of Owner |
Amount
of Beneficial Ownership of Shares of Common Stock |
Interested Directors: | |
Charles M. Royce | 303,711 |
Christopher D. Clark | 3,675 |
Non-Interested Directors: |
|
Patricia W. Chadwick | None |
Stephen L. Isaacs | 583 |
Arthur S. Mehlman | 3,316 |
David L. Meister | None |
G. Peter OBrien | 2,670 |
Michael K. Shields | None |
Christopher C. Grisanti** | None |
Interested Officers***: |
|
Francis D. Gannon | None |
Peter K. Hoglund | 22,839 |
Daniel A. OByrne | None |
John E. Denneen | 1,500 |
Lisa Curcio | None |
* | The address of each Director and each officer is c/o Royce & Associates, LP, 745 Fifth Avenue, New York, New York 10151. | |
** | Mr. Grisanti became a Director of the Fund effective August 14, 2017. | |
*** | Does not include shares of Common Stock beneficially owned by Mr. Clark, if any, which information is set forth immediately above under Interested Directors. |
As of the Record Date, all Directors and officers of the Fund as a group (14 persons) beneficially owned an aggregate of less than 1% of the Funds outstanding shares of Common Stock.
As of July 20, 2017, no Independent Director or any of his immediate family members directly or indirectly owned any securities issued by Legg Mason or any of its affiliates (other than registered investment companies).
The Board of Directors of the Fund recommends that all stockholders vote FOR all Director nominees.
16
FEES PAID TO INDEPENDENT AUDITORS
PWC did not provide any other professional services to the Fund or R&A for the year ended December 31, 2016. No representatives of PWC are expected to be present at the Meeting.
17
18
ADDITIONAL INFORMATION
While the Meeting has been called to transact any business that may properly come before it, the Directors know of no business other than the matter stated in the Notice of Annual Meeting of Stockholders. However, if any additional matter properly comes before the Meeting and on all matters incidental to the conduct of the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the Proxy in accordance with their judgment on such matters.
The Fund expects that broker-dealer firms holding shares of the Fund in street name for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the Proposal before the Meeting. The Fund understands that, under the rules of the New York Stock Exchange, such broker-dealers may, without instructions from such customers and clients, grant authority to the proxies designated by the Fund to vote on the election of Directors if no instructions have been received prior to the date specified in the broker-dealer firms request for voting instructions. Certain broker-dealer firms may exercise discretion over shares held in their name for which no instructions are received by voting such shares in the same proportion as they have voted shares for which they have received instructions.
The shares as to which the Proxies so designated are granted authority by broker-dealer firms to vote on the matters to be considered at the Meeting, the shares as to which broker-dealer firms have declined to vote (broker non-votes) and the shares as to which Proxies are returned by record stockholders but which are marked abstain on any matter will be included in the Funds tabulation of the total number of votes present for purposes of determining whether the necessary quorum of stockholders exists. However, abstentions and broker non-votes will not be counted as votes cast. Therefore, abstentions and broker non-votes will not have an effect on the election of Directors.
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PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
By order of the Board of Directors, | ||
John E. Denneen | ||
Secretary | ||
Dated: August 14, 2017 |
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PROXY TABULATOR | ||
P.O. BOX 9112 | To vote by Internet | |
FARMINGDALE, NY 11735 | ||
1) Read the Proxy Statement and have the proxy card below at hand. | ||
2) Go to website www.proxyvote.com | ||
3) Follow the instructions provided on the website. | ||
To vote by Telephone | ||
1) Read the Proxy Statement and have the proxy card below at hand. | ||
2) Call 1-800-690-6903 | ||
3) Follow the instructions. | ||
To vote by Mail | ||
1) Read the Proxy Statement. | ||
2) Check the appropriate box on the proxy card below. | ||
3) Sign and date the proxy card. | ||
4) Return the proxy card in the envelope provided. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
E31619-P96717 | KEEP THIS PORTION FOR YOUR RECORDS | |
DETACH AND RETURN THIS PORTION ONLY |
The Board of Directors of the Fund recommends a vote FOR the proposal. | For All |
Withhold
All |
For All
Except |
To withhold authority to vote for any individual nominee(s), mark For All Except and write the name(s) of the nominee(s) on the line below. |
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1. | TO ELECT THE DIRECTOR NOMINEES OF ROYCE VALUE TRUST, INC. | ☐ | ☐ | ☐ | |||||||||
01) Stephen L. Isaacs | |||||||||||||
02) Christopher D. Clark | |||||||||||||
03) Christopher C. Grisanti | |||||||||||||
2. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. | |||||||||||||
Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. | |||||||||||||
Mark box at right if an address change or comment has been noted on the reverse side of this card. | ☐ | ||||||||||||
Please sign exactly as your name(s) appear(s) hereon. 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. |
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Signature [PLEASE SIGN WITHIN BOX] Date | Signature [Joint Owners] Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement is available at www.proxyvote.com.
E31620-P96717 |
PROXY CARD | ||||||||||
PROXY | PROXY | |||||||||
ROYCE VALUE TRUST, INC. 745 Fifth Avenue New York, New York 10151 |
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This Proxy is Solicited on Behalf of the Board of Directors of Royce Value Trust, Inc. | ||||||||||
The undersigned hereby appoints Christopher D. Clark 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 Royce Value Trust, Inc. held of record by the undersigned on July 20, 2017 at the
Annual Meeting of Stockholders of Royce Value Trust, Inc. to be held on September 28, 2017, and at any postponement or adjournment thereof. |
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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 Proposal 1. |
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PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. | ||||||||||
Address Changes/Comments: _____________________________________________________________ | ||||||||||
________________________________________________________________________________________ | ||||||||||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) | ||||||||||