Exhibit 99 12(a)(1)
EXHIBITS
Item 12(a)(1):
September2003, asrevised
December16, 2019
CODE OF ETHICS
FORCOVERED OFFICERS OF THEROYCE FUNDS
TheBoards ofDirectors/Trusteesof The Royce Fund,Royce Capital Fund,Royce Value Trust, Inc., Royce Micro-Cap Trust, Inc., and Royce Global Value Trust,Inc. (each, a“Fund” andcollectively, “The RoyceFunds”) have adopted the following Code ofEthics (the “Code”)applicable to itsPresident, ChiefFinancial Officer and ManagerofFund Accounting (“Covered Officers”)of The RoyceFunds to ensure the continuingintegrity offinancial reportingand transactions. Thenames of theCovered Officers covered by the Code are listed on Schedule Ahereto.
I. | Separate Code |
This Code is the solecode ofethics adopted by theFunds forpurposes of Section 406 of theSarbanes-Oxley Act of 2002. TheFunds’ andRoyce Investment Partners (“Royce”), theinvestment adviser to TheRoyce Funds, code ofethics under Rule 17j-1under theInvestment CompanyAct of 1940 (the“Investment CompanyAct”) are separaterequirements applying to theCovered Officers andothers, and are not part of thisCode. Inaddition to thisCode, theInvestment Company Act,and theInvestment Advisers Act of 1940 (the“Advisers Act”) and rules promulgated thereunder contain numerous specific provisions designed to protect theFunds from conflicts of interestand overreaching. Anyconduct byCovered Officers required byspecific Investment CompanyActorAdvisers Act provisions or therules thereunder is presumed to be incompliance with thisCode. Each Covered Officer isaccountable for his orher adherence to thisCode. Anyviolation of this Code by aCovered Officer mayresult indisciplinary action, includingimmediate dismissal.
II. | Requirements |
AllCovered Officers must:
1. | Engage in and promotehonest and ethical conduct, including theethical handling ofactual orapparent conflicts ofinterest between personal and professionalrelationships; |
2. | Act responsibly in producingand produce, full,fair, accurate, timelyand understandable disclosure in reportsand documents that theFunds file with, or submit to, theSecurities and Exchange Commission (the“SEC”) and in other publiccommunications madebyeach of the Funds; |
3. | Comply withapplicable governmental laws, rulesand regulations; |
4. | Promptly report suspected material violations of thisCode, includingviolations ofsecurities laws or otherlaws, rules and regulationsapplicable to a Fund, toRoyce’s General Counsel and the Fund’sAudit Committee. |
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Each Covered Officer mustact withintegrity, includingbeing honest and candid while still maintaining the confidentiality ofinformation whererequired by law,and place theinterests of TheRoyce Funds before theCovered Officer’s ownpersonal interests.
Each Covered Officer isrequired tofamiliarize himself or herself with the disclosurerequirements applicable toeach of theFunds and must notknowingly misrepresent orfail to disclose, orcause others tomisrepresentor fail to disclose,material facts about aFund toothers, including but not limited toofficersofand counsel to TheRoyce Funds,and theirrespective independent directors, independent auditorsand governmental regulators.
III. | AvoidanceofConflicts |
Theoverarching principle of this Code is that thepersonal interests of a CoveredOfficer should not beplaced improperly before theinterests of TheRoyce Funds. As aresult, each Covered Officer must: (i)handle any actual orapparent conflict ofinterest inan ethical manner, (ii) not use his orher personal influence or personalrelationships toinfluence investment decisions orfinancial reporting by aFund whereby theCovered Officer wouldbenefit personally (directly orindirectly) to thedetriment of theFund; (iii) notcause aFund to takeaction, orfail totakeaction, for thepersonal benefit of theCovered Officer rather than the benefit ofsuch Fund; andnot use for hisorher personal benefit(directly orindirectly) any material non-publicknowledge pertaining to aFund.
Althoughtypically notpresenting an opportunity for improperpersonal benefit, conflictsarise from, oras aresult of, thecontractual relationshipbetween The RoyceFunds and Royce,ofwhich theCovered Officers are also officers and/oremployees. As aresult, this Code recognizes that theCovered Officers will, in thenormal course of theirduties (whether formally for aFund or for Royce, or for both), beinvolved inestablishing policies and implementingdecisions that willhave different effects onRoyce and the Fund. The participation oftheCovered Officers insuch activities isinherent in thecontractual relationshipbetween each of TheRoyce Funds and Royce and isconsistent with theperformance by theCovered Officers of theirduties as officers and/or employees of TheRoyce Funds. Thus, ifperformed inconformity with theprovisionsof theInvestment CompanyAct and theAdvisers Act,such activities will bedeemed tohave beenhandled ethically.
The followingconflict ofinterest situations must be disclosed by a CoveredOfficer to, andpre- approved inwriting by,theGeneral Counsel ifmaterial. Examples of theseinclude:
• | service as adirector on theboard ofany public company; |
• | any ownership interest in, orany consulting or employmentrelationship with,any ofThe Royce Funds’ serviceproviders, other than itsinvestment adviser, principal underwriter, administrator orany affiliated personthereof; or |
• | adirect orindirect financial interest incommissions, transaction charges orspreads paid by anyFund for effectingportfolio transactions. |
IV. | Materiality |
In theevent aCovered Officer has any doubtas to (i)whether asuspected violation ofthis Code would beconsidered material, (ii)whether informationrelating to aFundis of amaterial natureand therefore subject to public disclosure, (iii)whether non-public knowledgepertaining to aFund ismaterial innature, or (iv)whether a particularconflict ofinterest ismaterial, he or she shouldseek theadviceofRoyce’s General Counsel.
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V. | Compliance and Annual Acknowledgment |
Each Covered Officer isrequired: (i) uponreceipt of theCode, to signand submit toRoyce’s General Counsel an acknowledgment stating that he or she hasreceived, read and understands theCode; (ii)annually thereafter to submit a statement toRoyce’s General Counselconfirming that he or shehas received, read and understands the Codeand has complied withthe requirements of theCode; (iii) not toretaliate againstany employee subordinate to theCovered Officer for reports of potentialviolations thatare made in goodfaith; and (iv) to notifyRoyce’s General Counsel, as appropriate, if theCovered Officer observes any irregularities orviolations of thisCode.
VI. | Enforcement of the Code |
TheRoyce Funds willadhere to the following procedureswhen investigatingand enforcing thisCode: (i)Royce’s General Counsel will takeall appropriate action toinvestigate any potentialviolations reported to him orher; (ii) if Royce’sGeneral Counsel determines that aviolation has occurred, he or she will takeall appropriate disciplinary orpreventive action and inform theFund’s BoardofDirectors/Trustees of his or herdecision; (iii)all changes to orwaivers of this Code will, to theextent required, be disclosed onForm N-CSR orotherwise as required bySEC rules; and (iv)any waiver sought by thePresident of TheRoyce Funds will beconsidered by TheRoyce Funds’ AuditCommittees prior toapproval of thewaiver.
VII. | Amendments |
Except withrespect to Schedule Ahereto, which may beupdated at any time, this Code may beamended only by theBoard ofDirectors/Trustees ofeach Fund at ameeting ofsuch Board dulycalled for thatpurpose.
VIII. | Confidentiality |
Allreports and records preparedor maintainedpursuant to this Code will beconsidered confidential and will bemaintained andprotected accordingly. Except as otherwise required by law or thisCode, such mattersshall not be disclosed toanyone other than theappropriate Board and itscounsel and Royceand itsaffiliated persons.
IX. | Internal Use |
The Code isintended solely forinternal use by TheRoyce Funds and does notconstitute theadmission, by or on behalf ofany Fund, as to anyfact, circumstancesorlegal conclusion.
Date: September 17, 2003,as revised
December 16. 2019
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SCHEDULE A
Christopher D.Clark
Peter Hoglund
Mary Macchia
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