EXHIBIT (k)(3)
AMENDMENT
TO
REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT
Exhibit (k)(3)
FIRST AMENDMENT
TO
REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT
1. General Background. In accordance with the Amendment provision in
Section 11 of the Registrar, Transfer Agency and Paying Agency
Agreement between State Street Bank and Trust Company (the "Bank") and
Royce Micro-Cap Trust, Inc. (the "Fund") dated July 2, 1997, (the
"Agreement"), the parties desire to amend the Agreement.
1.2 This Amendment shall be effective ________ __, 2003 (the
"Amendment") and all defined terms and definitions in the
Agreement shall be the same in the Amendment except as
specifically revised by this Amendment.
2. Additional Stock. The Fund will be issuing a new series of Cumulative
Preferred Stock on ________ __, 2003. Section 1.01 of the Agreement is
hereby deleted in its entirety and the new Section 1.01 below is
inserted in its place.
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to
act as, and the Bank agrees to act as registrar, transfer
agent, dividend paying agent and agent in connection with the
payment of any redemption or liquidation proceeds for the
Fund's authorized and issued shares of its Cumulative
Preferred Stock, including its 7.75% Cumulative Preferred
Stock and its ____% Cumulative Preferred Stock ("Shares"), as
set out in the prospectuses of the Fund offering the sale of
the Shares.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of this ___ day of ________, 2003.
EQUISERVE, INC.
EQUISERVE TRUST COMPANY, N.A. ROYCE MICRO-CAP TRUST, INC.
(as Successors in interest of State Street
Bank & Trust Company)
ON BEHALF OF BOTH ENTITIES:
By: ___________________________________ By: _____________________________________
Name: ___________________________________ Name: _____________________________________
Title: ___________________________________ Title: _____________________________________