INVESTMENT ADVISORY AGREEMENT
BETWEEN
ROYCE GLOBAL VALUE TRUST, INC.
AND
ROYCE & ASSOCIATES, LP
Investment Advisory Agreement made this 17th day of December, 2020, by and between ROYCE GLOBAL VALUE TRUST, INC., a Maryland corporation (the “Fund”), and ROYCE & ASSOCIATES, LP, a Delaware limited partnership (the “Adviser”).
The Fund and the Adviser hereby agree as follows:
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Determinations of whether and the extent to which the Adviser is entitled to indemnification hereunder shall be made by reasonable and fair means, including (a) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that the Adviser was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties, or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Adviser was not liable by reason of such misconduct by (i) the vote of a majority of a quorum of the directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the Investment Company Act of 1940) nor parties to the action, suit or other proceeding or (ii) an independent legal counsel in a written opinion.
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ROYCE GLOBAL VALUE TRUST, INC.
/s/ Christopher D. Clark
By: ___________________________________
Name: Christopher D. Clark
Title: President
ROYCE & ASSOCIATES, LP
/s/ Christopher D. Clark
By: ____________________________________
Name: Christopher D. Clark
Title: Chief Executive Officer
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INTERIM INVESTMENT ADVISORY AGREEMENT
BETWEEN
ROYCE GLOBAL VALUE TRUST, INC.
AND
ROYCE & ASSOCIATES, LP
Interim Investment Advisory Agreement made this 31st day of July 2020, by and between ROYCE GLOBAL VALUE TRUST, INC., a Maryland corporation (the “Fund”), and ROYCE & ASSOCIATES, LP, a Delaware limited partnership (the “Adviser”).
The Fund and the Adviser hereby agree as follows:
The compensation to be paid under this Agreement shall be held in escrow in an interest-bearing account (the “Escrow Account”) with the Fund’s custodian for the term (the “Interim Period”) beginning after the close of business on July 31, 2020 (the “Closing”) and ending on the earlier of (i) 150 days after the Closing, or (ii) the date of the approval or disapproval of the new investment advisory agreement between the Adviser and the Fund (the “New Investment Advisory Agreement”).
If the New Investment Advisory Agreement is approved by vote of a majority of the outstanding voting securities, as defined in the Investment Company Act of 1940 (the “Investment Company Act”), of the Fund by the end of the Interim Period, the amount held in the Escrow Account (including interest earned thereon) shall be paid to the Adviser.
If the New Investment Advisory Agreement is not approved by vote of a majority of the outstanding voting securities, as defined in the Investment Company Act, of the Fund by the end of the Interim Period, the Adviser shall receive as compensation for services provided during the Interim Period the lesser of (i) any costs incurred in performing services to the Fund under this Agreement (plus interest earned on such amount while held in the Escrow Account), or (ii) the total amount held in the Escrow Account (plus interest earned thereon).
This Agreement shall become effective after the close of business on July 31, 2020, provided it has been approved by the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party.
This Agreement shall continue in effect for the duration of the Interim Period.
This Agreement may be terminated at any time, without the payment of any penalty, upon:
(i) 10 days’ written notice to the Adviser by the vote of a majority of the outstanding voting securities of the Fund, or by the vote of a majority of the Fund’s directors;
(ii) 60 days’ written notice by the Adviser to the Fund.
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Determinations of whether and the extent to which the Adviser is entitled to indemnification hereunder shall be made by reasonable and fair means, including (a) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that the Adviser was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties, or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Adviser was not liable by reason of such misconduct by (i) the vote of a majority of a quorum of the directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the Investment Company Act) nor parties to the action, suit or other proceeding or (ii) an independent legal counsel in a written opinion.
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ROYCE GLOBAL VALUE TRUST, INC.
/s/ Christopher D. Clark
By: ____________________________________
Name: Christopher D. Clark
Title: President
ROYCE & ASSOCIATES, LP
/s/ Christopher D. Clark
By: ____________________________________
Name: Christopher D. Clark
Title: Chief Executive Officer
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