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.     )

     

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    Definitive Proxy Statement

    ☐
    Definitive Additional Materials

    ☐
    Soliciting Material Pursuant to §240.14a-12

     

    ROYCE GLOBAL 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)

     

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ROYCE GLOBAL 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 GLOBAL VALUE TRUST, INC.
NOTICE IS
 HEREBY GIVEN that the Annual Meeting of Stockholders (the “Meeting”) of
 ROYCE GLOBAL 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 2:00 p.m. (Eastern Time), for the following purposes:


1.
 
To elect three
 Directors to the Fund’s 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 GLOBAL VALUE TRUST, INC.

745 Fifth Avenue 
New York, New York 10151
ANNUAL MEETING OF STOCKHOLDERS
September
 28, 2017
INTRODUCTION

The enclosed
 Proxy is solicited on behalf of the Board of Directors of the Fund (the “Board”) for use at the Annual Meeting of Stockholders (the “Meeting”) of
 Royce Global Value Trust, Inc. (the “Fund”), to be held at the offices
 of the Fund, 745 Fifth Avenue, New York, New York 10151, on Thursday, September
 28, 2017, 2:00 p.m. (Eastern Time) and at any postponements or adjournments thereof.
 The approximate mailing date of this Proxy Statement is August 17, 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 Fund’s 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 Fund’s shares of common stock (“Common
 Stock”). Some officers and employees of the Fund and/or Royce & Associates,
 LP (“R&A” or “Royce”), the Fund’s 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 10,415,422 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
10,287,884
 shares —
Record* 
98.78%






 
 





 
 


*  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 Fund’s 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 O’Brien


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 Fund’s 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



Interested Persons
Certain biographical
 and other information concerning Charles M. Royce and Christopher D. Clark, each
 of whom is an “interested person” as defined in the Investment Company
 Act of 1940, as amended (the “Investment Company Act”), of the Fund, including
 their current designated classes, is set forth below.




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 Value Trust, Inc. (“RVT”), The Royce Fund (“TRF”), and
 Royce Capital Fund (“RCF”) (the Fund, RMT, RVT, TRF, and RCF collectively, “The Royce Funds”).
77
Class I

Director
2011
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
 Fund’s Directors and officers.
4



Non-Interested Directors
Certain biographical
 and other information concerning the existing Directors, including two of the three
 Director nominees, who are not “interested persons,” as defined in the
 Investment Company Act, of the Fund, including their current designated classes,
 is set forth below.




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
2011
2019
22
Wisconsin
Energy Corp.
and Voya
Funds


Stephen L.
 Isaacs 
Attorney and President of Health Policy Associates, Inc., consultants. Mr.
 Isaacs’s 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
2011
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
2011
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. Meister’s 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
2011
2018
22
None


G. Peter O’Brien 
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
2011
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. Shields’s 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. Grisanti’s 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, O’Brien, 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, O’Brien, 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.


 
 
 


•
 
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.


7





•
 
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 Board’s Audit Committee, acting as liaison between the Board and the
 Fund’s 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
 O’Brien – In addition to his tenure as a Director/Trustee of The Royce
 Funds and of the Legg Mason Family of Funds, Mr. O’Brien serves as Chairman
 of the Board’s Nominating Committee. Mr. O’Brien has over 35 years of
 business experience, including extensive experience in the financial sector. In
 addition, Mr. O’Brien 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 Director’s 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 Director’s 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 Board’s 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&A’s
 internal counsel; both Board and R&A’s 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.
Board Composition and Leadership Structure

The Investment
 Company Act requires that at least 40% of the Fund’s Directors not be “interested
 persons” (as defined in the Investment Company Act) of the Fund and as such
 are not affiliated with R&A (“Independent Directors”). To rely on
 certain exemptive rules under the Investment Company Act, a majority of the Fund’s Directors must be Independent Directors, and for certain important matters,
 such as the approval of investment advisory agreements or transactions with affiliates,
 the Investment Company Act or the rules thereunder require the approval of a majority
 of the Independent Directors. Currently, more than 75% of the Fund’s Directors
 are Independent Directors. The Board does not have a chairman, but the President,
 an interested person of the Fund, acts as chairman at the Board meetings. The Independent
 Directors have not designated a lead Independent Director, but the Chairman of the
 Audit Committee, Mr. Mehlman, generally acts as chairman of meetings or executive
 sessions of the Independent Directors and, when appropriate, represents the views
 of the Independent Directors to management. The Board has determined that its leadership
 structure is appropriate in light of the services that Royce and its affiliates
 provide to the Fund and potential conflicts of interest that could arise from these
 relationships.
9



Audit Committee Report
The Board
 has a standing Audit Committee (the “Audit Committee”), which consists
 of the Independent Directors who also are “independent” as defined in
 the listing standards of the New York Stock Exchange. The current members of the
 Audit Committee are Patricia W. Chadwick, Stephen L. Isaacs, Arthur S. Mehlman,
 David L. Meister, G. Peter O’Brien, Michael K. Shields, and Christopher C.
 Grisanti. Mr. Mehlman serves as Chairman of the Audit Committee. Ms. Chadwick and
 Mr. Mehlman have been designated as Audit Committee Financial Experts, as defined
 under Securities and Exchange Commission (“SEC”) regulations.
The principal
 purposes of the Audit Committee are to (i) assist Board oversight of the (a) integrity
 of the Fund’s financial statements; (b) independent accountants’ qualifications
 and independence; and (c) performance of the Fund’s 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 Fund’s 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
 Fund’s 2016 Annual Meeting of Stockholders. Although a copy of the Audit Committee
 charter for the Fund is not available on the Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s audited financial statements be included in the Fund’s 2016
 Annual Report to Stockholders.
10



Nominating Committee
The Board
 has a Nominating Committee (the “Nominating Committee”) composed of the
 seven Independent Directors, namely Ms. Chadwick and Messrs. Isaacs, Mehlman, Meister,
 O’Brien, Shields, and Grisanti. Mr. O’Brien serves as the Chairman of
 the Nominating Committee. The Board has adopted a Nominating Committee charter,
 a copy of which was included as an exhibit to the Proxy Statement for the Fund’s
 2016 Annual Meeting of Stockholders. Although a copy of the Nominating Committee
 charter for the Fund is not available on the Fund’s website, one may be obtained
 by calling 1-800-221-4268.
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 person’s business and professional experience,
 education and such other factors as the Committee may consider relevant, including
 but not limited to whether a potential nominee’s 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 Exchange’s 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 Fund’s 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 Board’s 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 Fund’s Secretary, John E. Denneen, c/o
 Royce Global 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.
Board’s Oversight Role in Management

The Board’s role in management of the Fund is oversight. As is the case with virtually
 all investment companies (as distinguished from operating companies), service providers
 to the Fund, primarily R&A and its affiliates, have responsibility for the
 day-to-day management of the Fund, which includes responsibility for risk management
 (including management of investment performance and investment risk, valuation risk,
 issuer and counterparty credit risk, compliance risk and operational risk). As part
 of its oversight, the Board, acting at its scheduled meetings, or the Chairman of
 the Audit Committee, acting between Board meetings, regularly interacts with and
 receives reports from senior personnel of service providers, including the Fund’s and R&A’s Chief Compliance Officer and portfolio management personnel.
 The Audit Committee (which consists of the seven Independent Directors) meets during
 its scheduled meetings, and between meetings the Chairman of the Audit Committee
 maintains contact with the Fund’s independent registered public accounting
 firm and the Fund’s Treasurer. The Board also receives periodic presentations
 from senior personnel of R&A or its affiliates regarding risk management generally,
 as well as periodic presentations regarding specific operational, compliance or
 investment areas such as business continuity, anti-money laundering, personal trading,
 valuation, investment research and securities lending. The Board also receives reports
 from counsel to R&A and the Board’s own independent legal counsel regarding
 regulatory, compliance and governance matters. The Board’s oversight role does
 not make the Board a guarantor of the Fund’s investments or activities.


Committee and Board of Directors Meetings

During the
 year ended December 31, 2016, the Board held five meetings, the Audit Committee
 held four meetings, and the Nominating Committee held no meetings. Each Director
 then in office attended 75% or more of the aggregate of the total number of meetings
 of the Board and the total number of meetings of the Audit Committee and the Nominating
 Committee held during that year.
12



Compensation of Directors
For the year
 ended December 31, 2016, each Independent Director received a base fee of $2,800
 per year, plus $300 for each in-person meeting of the Board attended. No Director
 received remuneration for services as a Director for the year ended December 31,
 2016 in addition to or in lieu of this standard arrangement. Each Independent Director
 will continue to receive a base fee of $2,800 per year, plus $300 for each in-person
 meeting of the Board attended for the year ending December 31, 2017.
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
$4,300
None
None
$259,300
$259,300


Stephen L.
 Isaacs,
Director
$4,300
None
None
$259,300
$259,300


Arthur S.
 Mehlman,
Director
$4,300
None
None
$259,300
$436,800


David L. Meister,
Director
$4,300
None
None
$259,300
$259,300


G. Peter O’Brien,
Director
$4,300
None
None
$259,300
$426,800


Michael K.
 Shields,
Director
$4,300
None
None
$259,300
$259,300


Richard Galkin,
Director**
$738   
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



Officers of the Fund
Officers of
 the Fund are elected each year by the Board. The following sets forth information
 concerning the Fund’s officers:




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.
 O’Byrne, 
Principal and Vice President of R&A, having been employed by
 R&A since October 1986.
55
Vice President
2011


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
2011


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
2011





*
 
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.



Stockholder Communications
Stockholders
 may send written communications to the Board or to an individual Director by mailing
 such correspondence to the Secretary of the Fund (addressed to 745 Fifth Avenue,
 New York, New York 10151). Such communications must be signed by the stockholder
 and identify the number of shares of Common Stock held by the stockholder. Properly
 submitted stockholder communications will, as appropriate, be forwarded to the entire
 Board or to the individual Director. Any stockholder proposal submitted pursuant
 to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
 Act”), must continue to meet all the requirements of Rule 14a-8. See “Additional
 Information – Stockholder Proposals” herein.
14



Director Attendance at Stockholder Meetings

The Fund has
 no formal policy regarding Director attendance at stockholder meetings. None of
 the Independent Directors attended the Fund’s 2016 Annual Meeting of Stockholders.


Compliance with Section 16(a) of the
 Exchange Act
Section 16(a)
 of the Exchange Act requires the officers and Directors of the Fund and persons
 who own more than ten percent of a registered class of the Fund’s equity securities,
 to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
 SEC and the New York Stock Exchange. Officers, Directors and greater than ten percent
 stockholders are required by SEC regulations to furnish the Fund with copies of
 all Forms 3, 4 and 5 they file.
Based solely
 on the Fund’s 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 Fund’s
 investment adviser), have complied with all filing requirements applicable to them
 with respect to transactions in the Fund’s shares during the Fund’s most
 recent fiscal year.
Stock Ownership
Information
 relating to each Director’s ownership of shares of Common Stock as of July
 20, 2017 and of shares of The Royce Funds overseen by each Director is set forth
 below:




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
$10,001-$50,000
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 O’Brien
$1–$10,000
Over $100,000


Michael K.
 Shields
$10,001-$50,000
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 Fund’s 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
223,818


Christopher
 D. Clark
5,555




Non-Interested Directors:


Patricia W.
 Chadwick
None


Stephen L.
 Isaacs
80


Arthur S.
 Mehlman
2,266


David L. Meister
None


G. Peter O’Brien
381


Michael K.
 Shields
6,000


Christopher
 C. Grisanti**
None




Interested Officers***:


Francis D.
 Gannon
None


Peter K. Hoglund
None


Daniel A.
 O’Byrne
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.”


Mr. Royce
 has sole voting power and sole investment power as to the shares of Common Stock
 beneficially owned by him. As of the Record Date, the Fund’s Directors and
 officers as a group (14 persons) beneficially owned 239,600 shares of Common Stock,
 constituting approximately 2.30% of the Fund’s outstanding shares.
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).
Vote Required
A quorum consists
 of stockholders representing a majority of the outstanding shares of 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 of the Fund recommends that all stockholders vote FOR all Director
 nominees.
16



FEES PAID TO INDEPENDENT AUDITORS
Audit Fees
The aggregate
 fees paid to PWC in connection with the annual audit of the Fund’s financial
 statements and for services normally provided by PWC in connection with the statutory
 and regulatory filings of the Fund for the fiscal years ended December 31, 2016
 and December 31, 2015 were $20,200 and $20,000, respectively.


Audit Related Fees
No fees were
 paid to PWC in connection with assurance and related services related to the annual
 audit of the Fund and for review of the Fund’s financial statements, other
 than the Audit Fees described above, for the fiscal years ended December 31, 2016
 and December 31, 2015.


Tax Fees
The aggregate
 fees paid for tax-related services, including preparation of tax returns, tax compliance
 and tax advice, rendered by PWC to the Fund for the fiscal years ended December
 31, 2016 and December 31, 2015 were $9,100 and $7,000, respectively.


All Other Fees
There were
 no other fees billed for non-audit services rendered by PWC to the Fund for the
 fiscal years ended December 31, 2016 and December 31, 2015. The aggregate non-audit
 fees billed by PWC for services rendered to R&A and any entity controlling,
 controlled by, or under common control with R&A that provides ongoing services
 to the Fund for the fiscal years ended December 31, 2016 and December 31, 2015 were
 $9,100 and $7,000, respectively. The Audit Committee has determined that the provision
 of non-audit services is compatible with maintaining the independence of PWC.


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



Audit Committee’s Pre-Approval Policies
 and Procedures
The Audit
 Committee has adopted policies and procedures with regard to the pre-approval of
 audit and non-audit services. On an annual basis, at the December meeting of the
 Audit Committee, the independent auditors of the Fund will submit a schedule of
 proposed audit, audit-related, tax and other non-audit services to be rendered to
 the Fund and/or R&A and its affiliates for the following year that require
 pre-approval by the Audit Committee. Such schedule will include the maximum fees
 that can be paid for such services without further Audit Committee approval. Any
 subsequent revision to pre-approved services or fees will be considered at the next
 regularly scheduled Audit Committee meeting. Services not presented for pre-approval
 at the December meeting of the Audit Committee will be submitted to the Chief Financial
 Officer of the Fund for a determination that the proposed services fit within the
 independence guidelines and then considered for pre-approval at the next regularly
 scheduled Audit Committee meeting. A proposal to commence an engagement involving
 audit, audit-related or tax services prior to the next regularly scheduled Audit
 Committee meeting shall be made in writing by the Chief Financial Officer to all
 Audit Committee members and include a summary of the engagement, estimated maximum
 cost, the category of services and the rationale for engaging the Fund’s independent
 auditor. Such proposed engagement can be pre-approved by any Audit Committee member
 who is an Independent Director. Pre-approval by the Chairman of the Audit Committee
 is required for a proposed engagement involving non-audit services other than audit-related
 or tax.
18



ADDITIONAL INFORMATION
Postponement or Adjournment of Meeting;
 Other Matters
In the event
 that sufficient votes in favor of Proposal 1 in the Notice of Annual Meeting of
 Stockholders are not received by the time scheduled for the Meeting, the persons
 named as proxies may propose one or more postponements or adjournments of the Meeting
 to permit further solicitation of proxies for such Proposal. Any such postponement
 or adjournment will require the affirmative vote of a majority of the shares present
 in person or by proxy at the session of the Meeting to be postponed or adjourned,
 as applicable. The persons named as proxies will vote in favor of such postponement
 or adjournment those proxies which they are entitled to vote in favor of the Proposal.
 They will vote against any such postponement or adjournment those proxies required
 to be voted against the Proposal.
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
 firm’s 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 Fund’s 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.
19



Address of Investment Adviser
R&A’s
 principal office is located at 745 Fifth Avenue, New York, New York 10151.


Annual Report Delivery
The Fund’s
 Annual Report to Stockholders for the year ended December 31, 2016 was previously
 mailed to its stockholders and the Semiannual Report to Stockholders for the six
 months ended June 30, 2017 will be mailed to stockholders in late August 2017. Copies
 of the Annual Report are available, and copies of the Semiannual Report will be
 available in late August, upon request, without charge, by writing to the Fund at
 745 Fifth Avenue, New York, New York 10151 or calling toll free at 1-800-221-4268.
 All publicly released material information is always disclosed by the Fund on its
 website at www.roycefunds.com.


Stockholder Proposals
Proposals
 of stockholders intended to be presented at the Fund’s 2018 Annual Meeting
 of Stockholders must be received by the Fund by April 16, 2018 for inclusion in
 the Fund’s Proxy Statement and form of Proxy for that meeting. The Fund’s
 By-laws generally require advance notice be given to the Fund in the event a stockholder
 desires to nominate a person for election to the Board or to transact any other
 business from the floor at an annual meeting of stockholders. Notice of any such
 nomination or other business intended to be presented at the Fund’s 2018 Annual
 Meeting of Stockholders must be in writing and received at the Fund’s principal
 executive office between April 18, 2018 and May 18, 2018. Written proposals should
 be sent to the Secretary of the Fund, 745 Fifth Avenue, New York, New York 10151.


Proxy Delivery
If you and
 another stockholder share the same address, the Fund may only send one proxy statement
 unless you or the other stockholder(s) request otherwise. Call or write the Fund
 if you wish to receive a separate copy of the proxy statement and the Fund will
 promptly mail a copy to you. You may also call or write to the Fund if you wish
 to receive a separate proxy in the future, or if you receive multiple copies now,
 and wish to receive a single copy in the future. For such requests, please call
 1-800-221-4268, or write the Fund at 745 Fifth Avenue, New York, New York 10151.
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
20






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:


E31617-P96719
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.
 


 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
1.
 
TO ELECT THE DIRECTOR NOMINEES OF ROYCE GLOBAL 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.
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 


 

 
 
 
 
 

 


 
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.





 


E31618-P96719






 



PROXY CARD
 


   
PROXY
PROXY
   


 

ROYCE GLOBAL VALUE TRUST, INC.
745 Fifth Avenue
New York, New York 10151
 


 
 
 


 

This Proxy is Solicited on Behalf of the Board of Directors of Royce Global 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 Global Value Trust, Inc. held of record by the undersigned on July 20, 2017 at the Annual Meeting of Stockholders of Royce Global Value Trust, Inc. to be held on September 28, 2017, and at any postponement or 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 Proposal 1.
 


 
 
 


 

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.)