0001752724-21-051930.txt : 20210315 0001752724-21-051930.hdr.sgml : 20210315 20210315084724 ACCESSION NUMBER: 0001752724-21-051930 CONFORMED SUBMISSION TYPE: N-CEN PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210315 DATE AS OF CHANGE: 20210315 EFFECTIVENESS DATE: 20210315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYCE GLOBAL VALUE TRUST, INC. CENTRAL INDEX KEY: 0001514490 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CEN SEC ACT: 1940 Act SEC FILE NUMBER: 811-22532 FILM NUMBER: 21739960 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-508-4500 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10151 N-CEN 1 primary_doc.xml X0303 N-CEN LIVE 0001514490 XXXXXXXX 811-22532 false false false N-2 ROYCE GLOBAL VALUE TRUST, INC. 811-22532 0001514490 254900MA25TE88EMIP63 745 FIFTH AVENUE NEW YORK 10151 US-NY US 212-508-4500 State Street Bank and Trust Company 1 Lincoln Street Boston 02111 617-786-3000 Custody and Accounting Records N N N-2 Y Michael K. Shields 000000000 N Christopher D. Clark 001735713 Y Arthur S. Mehlman 000000000 N Christopher C. Grisanti 000000000 N G. Peter O'Brien 000000000 N Patricia W. Chadwick 000000000 N Cecile B. Harper 001819480 N Lisa Curcio 001079308 745 Fifth Avenue New York 10151 XXXXXX N N N N N N N PricewaterhouseCoopers LLP 238 5493002GVO7EO8RNNS37 N N N N N ROYCE GLOBAL VALUE TRUST, INC. 254900MA25TE88EMIP63 N 0 0 0 N/A N N Y N N/A N/A N/A Rule 17a-7 (17 CFR 270.17a-7) Rule 17e-1 (17 CFR 270.17e-1) Rule 15a-4 (17 CFR 270.15a-4) Rule 32a-4 (17 CFR 270.32a-4) N N N N Royce & Associates, LP 801-8268 000107689 254900TRO66DNJJNUA45 N Computershare Inc. 084-05925 254900Y7PP3ZED9AUY94 N N N Refinitiv US Holdings Inc. 549300NF240HXJO7N016 N ICE Data Services, Inc. 13-3668779 Tax ID N Bloomberg L.P. 549300B56MD0ZC402L06 N N Standard Chartered Bank (Thai) Public Company Limited 549300O1LQYCQ7G1IM57 TH N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong and Shanghai Banking Corporation Limited (Colombo, Western, LK, Branch) 2HI3YI5320L3RW6NJ957 LK N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Skandinaviska Enskilda Banken AB (Oslo, Oslo, NO, Branch) F3JS33DEI6XQ4ZBPTN86 NO N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) UBS Switzerland AG 549300WOIFUSNYH0FL22 CH N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong and Shanghai Banking Corporation Limited 2HI3YI5320L3RW6NJ957 HK N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank del Peru S.A. MYTK5NHHP1G8TVFGT193 PE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Clearstream Banking S.A. 549300OL514RA0SXJJ44 LU N Y Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) Standard Chartered Bank (Taiwan) Limited 549300QJEO1B92LSHZ06 TW N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex 2SFFM4FUIE05S37WFU55 MX N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) BNP Paribas Securities Services (Athens, Attica, GR, Branch) 549300WCGB70D06XZS54 GR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Landsbankinn hf. 549300TLZPT6JELDWM92 IS N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Standard Chartered Bank (Amman, Amman, JO, Branch) RILFO74KP1CM8P6PCT96 JO N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Skandinaviska Enskilda Banken A/S F3JS33DEI6XQ4ZBPTN86 DK N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Cititrust Colombia S A Sociedad Fiduciaria 549300242J3IJCOSGI49 CO N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) State Street Trust Company Canada 549300L71XG2CTQ2V827 CA N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank, Sociedad Anonima Espanola 529900SICIK5OVMVY186 ES N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) State Street Bank and Trust Company (Edinburgh, GB, Branch) 571474TGEMMWANRLN572 GB N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Societa per Azioni 529900SS7ZWCX82U3W60 IT N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Bank Hapoalim B.M. B6ARUI4946ST4S7WOU88 IL N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Banco de Chile 8B4EZFY8IHJC44TT2K84 CL N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Makati City, Metro Manila, PH, Branch) 7LTWFZYICNSX8D621K86 PH N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Skandinaviska Enskilda Banken AB F3JS33DEI6XQ4ZBPTN86 SE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank (Malaysia) Berhad 529900DLWFR8HK7DR278 MY N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Anonim Sirketi 789000N5SE3LWDK7OI11 TR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) State Street Bank and Trust Company 571474TGEMMWANRLN572 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) The Hongkong and Shanghai Banking Corporation Limited (Sydney, NSW, AU, Branch) 2HI3YI5320L3RW6NJ957 AU N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) State Street Bank International GmbH ZMHGNT7ZPKZ3UFZ8EO46 DE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank, National Association (Sao Paulo, Sao Paulo, BR, Branch) E57ODZWZ7FF32TWEFA76 BR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Standard Bank of South Africa Limited QFC8ZCW3Q5PRXU1XTM60 ZA N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank, National Association (Singapore, SG, Branch) E57ODZWZ7FF32TWEFA76 SG N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Amsterdam, Noord Holland, NL, Branch) 7LTWFZYICNSX8D621K86 NL N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong and Shanghai Banking Corporation Limited (Auckland, Auckland, NZ, Branch) 2HI3YI5320L3RW6NJ957 NZ N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) HSBC Bank Bermuda Limited 0W1U67PTV5WY3WYWKD79 BM N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Citibank, National Association (Cairo, Cairo, EG, Branch) E57ODZWZ7FF32TWEFA76 EG N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) HSBC Bank Middle East Limited 549300F99IL9YJDWH369 AE N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Royal Bank of Canada ES7IP3U3RHIGC71XBU11 CA N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Mumbai, Maharashtra, IN, Branch) 7LTWFZYICNSX8D621K86 IN N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Deutsche Bank Aktiengesellschaft (Jakarta, Jakarta, ID, Branch) 7LTWFZYICNSX8D621K86 ID N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Bank Handlowy w Warszawie Spolka Akcyjna XLEZHWWOI4HFQDGL4793 PL N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Mizuho Bank, Ltd. (Minato ku, Tokyo, JP, Branch) RB0PEZSDGCO3JS6CEU02 JP N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) The Hongkong and Shanghai Banking Corporation Limited (Jung-gu, Seoul, KR, Branch) 2HI3YI5320L3RW6NJ957 KR N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) UniCredit Bank Austria AG D1HEB8VEU6D9M8ZUXG17 AT N Y Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) Y Computershare Inc. 254900Y7PP3ZED9AUY94 N N N Royce & Associates, LP 254900TRO66DNJJNUA45 Y N N Legg Mason Investor Services, LLC 8-53089 000109064 00000000000000000000 0.00000000 Royce Fund Services, LLC 8-28663 000014470 00000000000000000000 0.00000000 Daiwa Capital Markets America Inc. 8-12242 000001576 M67H5PRC0NQKM73ZAS82 32250.26000000 Macquarie Capital (USA) Inc. 8-47198 000036368 549300670K07JRB5UQ40 47988.96000000 Numis Securities Inc. 8-66139 000128471 213800GW3YZJDBPALN37 13967.26000000 Stifel, Nicolaus & Company, Incorporated 8-1447 000000793 5WUVMA08EYG4KEUPW589 12315.15000000 Oddo BHF SCA N/A 000000000 9695002I9DJHZ3449O66 FR 16022.51000000 Panmure Gordon & Co. Limited N/A 000000000 00000000000000000000 GB 21007.66000000 TD Securities (USA) LLC 8-36747 000018476 SUVUFHICNZMP2WKHG940 12744.93000000 Carnegie, Inc. 8-45389 000031184 549300TV0TOBI3QUPX65 14862.26000000 Berenberg Capital Markets LLC 8-68821 000156757 5493007EG0CYRKKG9L11 27405.14000000 Peel Hunt LLP 8-68845 000157321 5493007DWN0R4YBM4C84 GB 26605.40000000 375402.16000000 Berenberg Capital Markets LLC 8-68821 000156757 5493007EG0CYRKKG9L11 176958.02000000 Stifel, Nicolaus & Company, Incorporated 8-1447 000000793 5WUVMA08EYG4KEUPW589 176133.56000000 State Street Bank and Trust Company N/A 000000000 571474TGEMMWANRLN572 2652903412.06000000 2653256503.64000000 N 131892879.87000000 Common stock ROYCE GLOBAL VALUE TRUST, INC. N N Common stock N N N 1.00000000 1.34000000 13.36000000 14.95000000 true true INTERNAL CONTROL RPT 2 NCEN_2340841032266068.txt Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Royce Global Value Trust, Inc.: In planning and performing our audit of the financial statements of Royce Global Value Trust, Inc. (the "Fund") as of and for the year ended December 31, 2020, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund's internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund's internal control over financial reporting. The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. Our consideration of the Fund's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2020. This report is intended solely for the information and use of the Board of Directors of Royce Global Value Trust, Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/PricewaterhouseCoopers LLP New York, New York February 22, 2021 ADVISORY CONTRACTS 3 NCEN_9595722931645782.htm HX(e)(1)

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:

1.      Duties of the Adviser.  The Adviser shall, during the term and subject to the provisions of this Agreement, (a) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes, and (b) provide the Fund with such investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its assets. The Adviser shall perform such duties in accordance with the applicable provisions of the Fund’s Articles of Incorporation, By‑laws and stated investment objective, policies and restrictions and any directions it may receive from the Fund’s Board of Directors.

2.      Fund Responsibilities and Expenses Payable by the Fund.  Except as otherwise provided in Paragraphs 1 and 3 hereof, the Fund shall be responsible for determining the net asset value of its shares and for all of its other operations and shall pay all administrative and other costs and expenses attributable to its operations and transactions, including, without limitation, registrar, transfer agent and custodian fees; legal, administrative and clerical services; rent for its office space and facilities; auditing; preparation, printing and distribution of its proxy statements, stockholders’ reports and notices; supplies and postage; Federal and state registration fees; FINRA and securities exchange listing fees and expenses; Federal, state, local and foreign taxes; non‑affiliated directors’ fees; interest on its borrowings; brokerage commissions; and the cost of issue, sale and repurchase of its shares.

3.      Expenses Payable by the Adviser. The Adviser shall pay all expenses which it may incur in performing its duties under Paragraph 1 hereof and shall reimburse the Fund for any space leased by the Fund and occupied by the Adviser.

4.      Compensation of the Adviser.

(a)               The Fund agrees to pay to the Adviser, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a monthly fee equal to 1/12 of 1.00% (1.00% on an annualized basis) of the average net assets of the Fund for each month during the term of this Agreement. (The net assets of the Fund shall be computed by subtracting the amount of any indebtedness and other liabilities of the Fund from the value of the total assets


 

of the Fund, and the liquidation preference of and any potential redemption premium for any preferred stock of the Fund that may hereafter be issued and outstanding shall not be treated as an indebtedness or other liability of the Fund for this purpose.) Such compensation shall be accrued on the Fund’s books at the close of business on each day that the value of its net assets is computed during each year and shall be payable to the Adviser monthly, at or promptly following the end of each such month.  However, the Fund and the Adviser may agree in writing to temporarily or permanently reduce such fee.

(b)               In the event of any termination of this Agreement, the fee provided for in this Paragraph 4 shall be calculated on the basis of a period ending on the last day on which this Agreement is in effect, subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.

5.      Excess Brokerage Commissions.  The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and its other accounts.

6.      Limitations on the Employment of the Adviser.  The services of the Adviser to the Fund shall not be deemed exclusive, and the Adviser may engage in any other business or render similar or different services to others so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser to engage in any other business or to devote his time and attention in part to any other business, whether of a similar or dissimilar nature. So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Fund, subject to the Adviser’s right to enter into sub‑advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, and shall not be responsible for any action of or directed by the Board of Directors of the Fund, or any committee thereof, unless such action has been caused by the Adviser’s gross negligence, willful malfeasance, bad faith or reckless disregard of its obligations and duties under this Agreement.

7.      Responsibility of Dual Directors, Officers and/or Employees.  If any person who is a director, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

8.      Protection of the Adviser.  The Adviser shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund,

 

2

 


 

and the Fund shall indemnify the Adviser and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Adviser in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Adviser against or entitle or be deemed to entitle the Adviser to indemnification in respect of any liability to the Fund or its stockholders which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its duties and obligations under this Agreement.

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.

9.                  Effectiveness, Duration and Termination of Agreement.  This Agreement shall become effective as of the date above written and shall replace and supersede in all respects the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of June 26, 2013, by and between the Fund and the Adviser, the Amended and Restated Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of July 1, 2016, by and between the Fund and the Adviser, and the Amended and Restated Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of January 1, 2019, by and between the Fund and the Adviser.  This Agreement shall remain in effect until June 30, 2022, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of 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 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the outstanding voting securities of the Fund and the vote of the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as so defined) of any such party. This Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice 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 or by the Adviser, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act of 1940); provided, however, that the provisions of Paragraph 8 of this

 

3

 


 

Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any such termination. 

The Fund may, so long as this Agreement remains in effect, use “Royce” as part of its name.  The Adviser may, upon termination of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser or, so refrain from using such name.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

10.       Stockholder Liability. Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Directors, officers, employees, agents or stockholders individually, but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

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

 

 

4

 


 

 

 

5

 

ADVISORY CONTRACTS 4 NCEN_9595748218321943.htm HX(e)(1)

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:

1.      Duties of the Adviser.  The Adviser shall, during the term and subject to the provisions of this Agreement, (a) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes, and (b) provide the Fund with such investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its assets. The Adviser shall perform such duties in accordance with the applicable provisions of the Fund’s Articles of Incorporation, By‑laws and stated investment objective, policies and restrictions and any directions it may receive from the Fund’s Board of Directors.

2.      Fund Responsibilities and Expenses Payable by the Fund.  Except as otherwise provided in Paragraphs 1 and 3 hereof, the Fund shall be responsible for determining the net asset value of its shares and for all of its other operations and shall pay all administrative and other costs and expenses attributable to its operations and transactions, including, without limitation, registrar, transfer agent and custodian fees; legal, administrative and clerical services; rent for its office space and facilities; auditing; preparation, printing and distribution of its proxy statements, stockholders’ reports and notices; supplies and postage; Federal and state registration fees; FINRA and securities exchange listing fees and expenses; Federal, state, local and foreign taxes; non‑affiliated directors’ fees; interest on its borrowings; brokerage commissions; and the cost of issue, sale and repurchase of its shares.

3.      Expenses Payable by the Adviser. The Adviser shall pay all expenses which it may incur in performing its duties under Paragraph 1 hereof and shall reimburse the Fund for any space leased by the Fund and occupied by the Adviser.

4.      Compensation of the Adviser.

(a)               The Fund agrees to pay to the Adviser, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a monthly fee equal to 1/12 of 1.00% (1.00% on an annualized basis) of the average net assets of the Fund for each month during the term of this Agreement. (The net assets of the Fund shall be computed by subtracting the amount of any indebtedness and other liabilities of the Fund from the value of the total assets


 

of the Fund, and the liquidation preference of and any potential redemption premium for any preferred stock of the Fund that may hereafter be issued and outstanding shall not be treated as an indebtedness or other liability of the Fund for this purpose.) Such compensation shall be accrued on the Fund’s books at the close of business on each day that the value of its net assets is computed during each year.  However, the Fund and the Adviser may agree in writing to temporarily or permanently reduce such fee.

(b)               In the event of any termination of this Agreement, the fee provided for in this Paragraph 4 shall be calculated on the basis of a period ending on the last day on which this Agreement is in effect, subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.

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.

5.      Excess Brokerage Commissions.  The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national

 

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securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and its other accounts.

6.      Limitations on the Employment of the Adviser.  The services of the Adviser to the Fund shall not be deemed exclusive, and the Adviser may engage in any other business or render similar or different services to others so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser to engage in any other business or to devote his time and attention in part to any other business, whether of a similar or dissimilar nature. So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Fund, subject to the Adviser’s right to enter into sub‑advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, and shall not be responsible for any action of or directed by the Board of Directors of the Fund, or any committee thereof, unless such action has been caused by the Adviser’s gross negligence, willful malfeasance, bad faith or reckless disregard of its obligations and duties under this Agreement.

7.      Responsibility of Dual Directors, Officers and/or Employees.  If any person who is a director, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

8.      Protection of the Adviser.  The Adviser shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, and the Fund shall indemnify the Adviser and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Adviser in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Adviser against or entitle or be deemed to entitle the Adviser to indemnification in respect of any liability to the Fund or its stockholders which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its duties and obligations under this Agreement.

 

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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.

9.                  Effectiveness, Duration and Termination of Agreement.  This Agreement shall become effective as of the date above written and shall replace and supersede in all respects the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of June 26, 2013, by and between the Fund and the Adviser, the Amended and Restated Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of July 1, 2016, by and between the Fund and the Adviser, and the Amended and Restated Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of January 1, 2019, by and between the Fund and the Adviser.  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, on 10 days’ written notice 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 or on 60 days’ written notice by the Adviser to the Fund, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act); provided, however, that the provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any such termination. 

The Fund may, so long as this Agreement remains in effect, use “Royce” as part of its name.  The Adviser may, upon termination of this Agreement without the implementation of the New Investment Advisory Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

10.       Stockholder Liability. Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s directors, officers, employees, agents or stockholders individually, but are binding only upon the assets and property of the Fund.

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

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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