Code of Ethics for Covered Officers of The Royce Funds

September 2003, as revised December 16, 2019

The Boards of Directors/Trustees of The Royce Fund, Royce Capital Fund, Royce Value Trust, Inc., Royce Micro-Cap Trust, Inc., and Royce Global Value Trust, Inc. (each, a “Fund” and collectively, “The Royce Funds”) have adopted the following Code of Ethics (the “Code”) applicable to its President, Chief Financial Officer and Manager of Fund Accounting (“Covered Officers”) of The Royce Funds to ensure the continuing integrity of financial reporting and transactions. 

I. Separate Code

This Code is the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act of 2002. The Funds’ and Royce Investment Partners (“Royce”), the investment adviser to The Royce Funds, code of ethics under Rule 17j-1 under the Investment Company Act of 1940 (the “Investment Company Act”) are separate requirements applying to the Covered Officers and others, and are not part of this Code. In addition to this Code, the Investment Company Act, and the Investment Advisers Act of 1940 (the “Advisers Act”) and rules promulgated thereunder contain numerous specific provisions designed to protect the Funds from conflicts of interest and overreaching. Any conduct by Covered Officers required by specific Investment Company Act or Advisers Act provisions or the rules thereunder is presumed to be in compliance with this Code. Each Covered Officer is accountable for his or her adherence to this Code. Any violation of this Code by a Covered Officer may result in disciplinary action, including immediate dismissal.

II. Requirements

All Covered Officers must:

1. Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2. Act responsibly in producing and produce, full, fair, accurate, timely and understandable disclosure in reports and documents that the Funds file with, or submit to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by each of the Funds;
3. Comply with applicable governmental laws, rules and regulations;
4. Promptly report suspected material violations of this Code, including violations of securities laws or other laws, rules and regulations applicable to a Fund, to Royce’s General Counsel and the Fund’s Audit Committee.

Each Covered Officer must act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law, and place the interests of The Royce Funds before the Covered Officer’s own personal interests.

Each Covered Officer is required to familiarize himself or herself with the disclosure requirements applicable to each of the Funds and must not knowingly misrepresent or fail to disclose, or cause others to misrepresent or fail to disclose, material facts about a Fund to others, including but not limited to officers of and counsel to The Royce Funds, and their respective independent directors, independent auditors and governmental regulators.

III. Avoidance of Conflicts

The overarching principle of this Code is that the personal interests of a Covered Officer should not be placed improperly before the interests of The Royce Funds. As a result, each Covered Officer must: (i) handle any actual or apparent conflict of interest in an ethical manner, (ii) not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by a Fund whereby the Covered Officer would benefit personally (directly or indirectly) to the detriment of the Fund; (iii) not cause a Fund to take action, or fail to take action, for the personal benefit of the Covered Officer rather than the benefit of such Fund; and (iv) not use for his or her personal benefit (directly or indirectly) any material non-public knowledge pertaining to a Fund.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between The Royce Funds and Royce, of which the Covered Officers are also officers and/or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for Royce, or for both), be involved in establishing policies and implementing decisions that will have different effects on Royce and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between each of The Royce Funds and Royce and is consistent with the performance by the Covered Officers of their duties as officers and/or employees of The Royce Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Advisers Act, such activities will be deemed to have been handled ethically.

The following conflict of interest situations must be disclosed by a Covered Officer to, and pre- approved in writing by, the General Counsel if material. Examples of these include:

• service as a director on the board of any public company;
• any ownership interest in, or any consulting or employment relationship with, any of The Royce Funds’ service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; or
• a direct or indirect financial interest in commissions, transaction charges or spreads paid by any Fund for effecting portfolio transactions.

IV. Materiality

In the event a Covered Officer has any doubt as to (i) whether a suspected violation of this Code would be considered material, (ii) whether information relating to a Fund is of a material nature and therefore subject to public disclosure, (iii) whether non-public knowledge pertaining to a Fund is material in nature, or (iv) whether a particular conflict of interest is material, he or she should seek the advice of Royce’s General Counsel.

V. Compliance and Annual Acknowledgment

Each Covered Officer is required: (i) upon receipt of the Code, to sign and submit to Royce’s General Counsel an acknowledgment stating that he or she has received, read and understands the Code; (ii) annually thereafter to submit a statement to Royce’s General Counsel confirming that he or she has received, read and understands the Code and has complied with the requirements of the Code; (iii) not to retaliate against any employee subordinate to the Covered Officer for reports of potential violations that are made in good faith; and (iv) to notify Royce’s General Counsel, as appropriate, if the Covered Officer observes any irregularities or violations of this Code.

VI. Enforcement of the Code

The Royce Funds will adhere to the following procedures when investigating and enforcing this Code: (i) Royce’s General Counsel will take all appropriate action to investigate any potential violations reported to him or her; (ii) if Royce’s General Counsel determines that a violation has occurred, he or she will take all appropriate disciplinary or preventive action and inform the Fund’s Board of Directors/Trustees of his or her decision; (iii) all changes to or waivers of this Code will, to the extent required, be disclosed on Form N-CSR or otherwise as required by SEC rules; and (iv) any waiver sought by the President of The Royce Funds will be considered by The Royce Funds’ Audit Committees prior to approval of the waiver.

VII. Amendments

Except with respect to Schedule A hereto, which may be updated at any time, this Code may be amended only by the Board of Directors/Trustees of each Fund at a meeting of such Board duly called for that purpose.

VIII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and will be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its counsel and Royce and its affiliated persons.

IX. Internal Use

The Code is intended solely for internal use by The Royce Funds and does not constitute the admission, by or on behalf of any Fund, as to any fact, circumstances or legal conclusion.

Date: September 17, 2003, as revised December 16. 2019

Your Privacy and the Security of Your Personal Information is Very Important to Royce Investment Partners ("Royce")¹ and The Royce Funds (the "Funds")

This Privacy and Security Notice (the "Privacy Notice") describes our privacy and data protection practices with respect to your nonpublic personal information that we receive. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information We Collect About You

We collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

• Personal information included on applications or other forms (for example, your name, address, telephone number, and social security, passport, or driver's license number);
• Account balances and transactions;
• Mutual fund holdings and positions;
• Certain additional information obtained in connection with the registration and servicing of your online account (for example, your e-mail address, online account access user ID and password, and security challenge question responses); and
• Certain technical information obtained when you visit our website or register your online account (for example, your IP address, operating system, browser type, and cookies) as described below under the heading “Online Privacy Practices” and “IP Address.”

How We Use Nonpublic Personal Information About You

We do not sell any information we obtain about you to anyone. We do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. We may disclose information about you to:

• Employees, agents, and affiliates to enable us to conduct ordinary business or comply with obligations to government regulators;
• Service providers, including, but not limited to, the Funds' affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds' behalf, including companies that may perform marketing services;
• The Funds' representatives such as legal counsel, accountants and auditors; and
• Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

We may also disclose nonpublic personal information about you to protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event one of our service providers change, we may be required to disclose your nonpublic personal information to third parties.

Online Privacy Practices

Our Web site utilizes a variety of technologies (such as cookies and Web beacons) to collect, store, and aggregate data about usage. The use of these technologies helps us analyze and tailor the site for all users and better understand how our site is used, which features or pages are most popular, and browsing and usage patterns. One of the technologies utilized by our Web site is Google Analytics. For information about how Google Analytics collects and processes data, please visit the Google Analytics website.

You also may be able to set your browser to reject cookies. If you do that, the website may be less functional for you.

Whether personally identifiable information is collected during your visit will depend on how the website is accessed. If you are a registered user of our website we will recognize you each time you visit our site if you are visiting from the same computer and browser, even if you do not log in. In this manner, your general usage patterns and other information noted above would be linked to you specifically.

We also offer you the option to sign on using your third-party social network login credentials such as for your Facebook, Twitter, or LinkedIn account. We may collect information generated through interactions with us via social media, such as photographs, opinions, or Twitter handle. Please refer to the terms of use and privacy policies of those social network platforms to better understand your rights and obligations with regard to such content.

The information we collect from and about you may be used internally for our business purposes, such as data analysis, audits, developing new products and services, enhancing our sites, improving our services, personalizing your experiences, identifying usage trends and determining the effectiveness of our promotional campaigns. We will never sell your personal information.

IP Address

We may collect information about your computer (including, where available, your IP address, operating system and browser type) for system administration. This is used as statistical data about our visitors' browsing actions and patterns.

Rights That May be Exercised by Persons Located in the EU and California

Individuals located in the EU have several rights which they may exercise concerning their personal data collected by Royce, namely: the right of access to the data; the right to amend and rectify any inaccuracies in the data; the right to erase the data; the right to portability of the data; and the rights to object to and request the restriction of the processing of the data. Individuals located in California have several rights which they may exercise concerning their personal data collected by Royce, namely: the right of access to the data; the right to erase the data; the right to portability of the data; and the right, to the extent applicable, to opt out of the selling of the data to third parties. To request to exercise these rights, please contact Royce at 745 Fifth Avenue, New York, NY 10151, or 800-221-4268.

Protecting Children's Privacy Online

Our Web site is not directed to individuals under the age of thirteen (13). We do not intentionally collect information on our Web site from those we actually know are under 13, and we request that these individuals do not provide personal information through the site.

Keeping You Informed of Our Privacy and Security Practices

We will notify you annually of our privacy policy as required by federal law. While we reserve the right to modify this policy at any time we will notify you promptly if this privacy policy changes.

The Funds' Security Practices

We maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. Our internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only. Although we strive to protect your nonpublic personal information, we cannot ensure or warrant the security of any information you provide or transmit to us, and you do so at your own risk.

For questions about our policy or for printed copies of this notice, please contact Royce, at 745 Fifth Avenue, New York, NY 10151, or 800-221-4268.

¹ Royce Investment Partners is the name under which Royce & Associates, LP, a limited partnership organized under the laws of Delaware, primarily conducts its business.

Royce Investment Partners Proxy Voting Guidelines and Procedures

June 5, 2003 as amended through July 31, 2023

These procedures apply to Royce Investment Partners (“Royce”) and all funds and other client accounts for which it is responsible for voting proxies, including all open and closed-end registered investment companies (“The Royce Funds”), limited partnerships, limited liability companies, separate accounts, other accounts for which it acts as investment adviser and any accounts for which it acts as sub-adviser that have delegated proxy voting authority to Royce. Such authority is determined at the inception of each client account and generally: (i) is specifically authorized in the applicable investment management agreement or other written instrument or (ii) where not specifically authorized, is granted to Royce where general investment discretion is given to it in the applicable investment management agreement. The Boards of Trustees/Directors of The Royce Funds (the “Boards”) have delegated all proxy voting decisions to Royce subject to these policies and procedures. Notwithstanding the above, from time to time the Boards may reserve voting authority for specific securities.

Receipt of Proxy Material

Under the oversight of the Head of Administration, a Royce Trader designated by him is responsible for monitoring receipt of all proxies and seeking to ensure that proxies are received for all securities for which Royce has proxy voting responsibility. Royce is not responsible for voting proxies it does not receive. The Head of Administration or his designee use ISS’ ballot reconciliation tool that is directly tied to the daily holdings provided to them by Royce. Proxies are voted electronically and hard copies of any research notes made on the proxy material are stored.

Voting of Proxies

Once proxy material has been received, it is then promptly reviewed by the designated Trader to evaluate the issues presented. The Head of Administration or his designee, in consultation with a Co-Chief Investment Officer, develops and updates a list of matters Royce treats as “regularly recurring” and is responsible for ensuring that the designated Trader has an up-to-date list of these matters at all times, including instructions from a Royce Co-Chief Investment Officer on how to vote on those matters on behalf of Royce clients. Examples of “regularly recurring” matters include non-contested elections of directors and non-contested approval of independent auditors. Portfolio Managers may instruct the Head of Administration or such person’s designee that they do not want the regularly recurring matters to be voted in accordance with the standing instructions for their accounts in all or certain instances and individual voting instructions will be obtained from such Portfolio Managers as appropriate. Non- “regularly recurring” matters are brought to the attention of the portfolio manager(s) for the account(s) involved by the designated Royce Trader, and, after giving some consideration to advisories from ISS, an independent third-party research firm, the portfolio manager directs that such matters be voted in a way that he or she believes should better protect or enhance the value of the investment.

Environmental and Social Issues. Notwithstanding the above, all matters identified by ISS as being “ESG” proposals are brought to the attention of the portfolio manager(s) for the account(s) involved by the designated Royce Trader, and, after giving consideration to the recommendation from ISS, the portfolio manager will direct that such matters be voted in a way he or she believes appropriately takes into account environmental and social issues alongside traditional financial measures to provide a more comprehensive view of the value, risk and return potential of an investment. When Royce portfolio managers cast votes on “ESG” proposals they take into account the risk that companies may face significant financial, legal and reputational risks resulting from poor environmental and social practices, or negligent oversight of environmental or social issues. The designated Trader will maintain a record reflecting a reason for any votes cast by Royce Portfolio Managers on “ESG” matters identified by ISS that are contrary to the ISS recommended vote on the matter.

1. 1. From time to time, it is possible that one Royce portfolio manager will decide (i) to vote shares held in client accounts he or she manages differently from the vote of another Royce portfolio manager whose client accounts hold the same security or (ii) to abstain from voting on behalf of client accounts he or she manages when another Royce portfolio manager is casting votes on behalf of other Royce client accounts.
      
      The designated Trader reviews all proxy votes collected from Royce’s portfolio managers prior to such votes being cast. If any difference exists among the voting instructions given by Royce’s portfolio managers, as described above, the designated Trader then presents these proposed votes to the Head of Administration, or his designee, and a Co-Chief Investment Officer. A Co-Chief Investment Officer, after consulting with the relevant portfolio managers, either reconciles the votes or authorizes the casting of differing votes by different portfolio managers. The Head of Administration, or his designee, maintains a log of all votes including when different portfolio managers have cast differing votes, that describes the rationale for allowing such differing votes and contains the initials of both a Co-Chief Investment Officer and Head of Administration, or his designee, allowing such differing votes. The Head of Administration, or his designee, performs a weekly review of all votes cast by Royce to confirm that any conflicting votes were properly handled in accordance with the above-described procedures.
   2. There are many circumstances that might cause Royce to vote against an issuer’s board of directors or “management” proposal. These would include, among others, excessive compensation, unusual management stock options, preferential voting and poison pills. The portfolio managers decide these issues on a case-by-case basis as described above.
   3. A portfolio manager may, on occasion, determine to take no action on a proxy or a specific proxy item and not submit a vote when he or she concludes that the potential benefit of voting is outweighed by the cost, when it is not in the client account’s best interest to vote.
   4. When a client has authorized Royce to vote proxies on its behalf, Royce will generally not accept instructions from the clients regarding how to vote proxies.
   5. If a security is on loan under The Royce Funds’ Securities Lending Program with State Street Bank and Trust Company (“Loaned Securities”), the Head of Administration, or his designee, will seek to recall all such Loaned Securities and request that they be delivered within the customary settlement period after the notice, to permit the exercise of their voting rights at the upcoming stockholder meeting. A quarterly report detailing any exceptions that occur in recalling Loaned Securities will be given to the Boards.
   6. Securities that are held in portfolios that are managed using a Quantitative Strategy are voted by Royce in accordance with the recommendation given by ISS, an independent third-party research firm.

   Custodian banks are authorized to release all proxy ballots held for Royce client account portfolios to ISS for voting, utilizing the Viewpoint proxy voting platform. Substantially all portfolio companies utilize Broadridge to collect their proxy votes.

   Under the oversight of the Head of Administration, or his designee, the designated Trader is responsible for voting all proxies in a timely manner. Votes are returned to Broadridge using Viewpoint as ballots are received, generally two weeks before the scheduled meeting date. The issuer can thus see that the shares were voted, but the actual vote cast is not released to the company until 4:00 pm on the day before the meeting. If proxies must be mailed, they go out at least ten business days before the meeting date.

   Conflicts of Interest

   The designated Trader reviews reports generated by Royce’s portfolio management system (“Quest PMS”) that set forth by record date, any security held in a Royce client account which is issued by a (i) public company that is, or a known affiliate of which is, a separate account client of Royce (including sub-advisory relationships), (ii) public company, or a known affiliate of a public company, that has invested in a privately-offered pooled vehicle managed by Royce or (iii) public company, or a known affiliate of a public company, by which the spouse of a Royce employee or an immediate family member of a Royce employee living in the household of such employee is employed, for the purpose of identifying any potential proxy votes that could present a conflict of interest for Royce. The Compliance Department develops and updates the list of such public companies or their known affiliates and this list is used by Quest PMS to generate these daily reports. This list also contains information regarding the source of any potential conflict relating to such companies. Potential conflicts identified on the “conflicts reports” are brought to the attention of the Compliance Department by the designated Trader. A Royce Compliance Officer then reviews them to determine if business or personal relationships exist between Royce, its officers, managers or employees and the company that could present a material conflict of interest. Any such identified material conflicts are voted by Royce in accordance with the recommendation given by ISS. The Trader under the supervision of the Head of Administration, maintains a log of all such conflicts identified, the analysis of the conflict and the vote ultimately cast. Each entry in this log is signed by a Co-Chief Investment Officer before the relevant votes are cast.

   Recordkeeping

   A record of the issues and how they are voted is stored in the Viewpoint system for 7 years. Copies of all physically executed proxy cards, all proxy statements (with it being permissible to rely on proxy statements filed and available on Edgar) and any other documents created or reviewed that are material to making a decision on how to vote proxies are retained by the Trader in an easily accessible place for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years at Royce’s office. In addition, copies of each written client request for information on how Royce voted proxies on behalf of that client, and a copy of any written response by Royce to any (written or oral) client request for information on how Royce voted proxies on behalf of that client will be maintained by Royce’s Head of Administration or his designee for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years at Royce’s office. Royce’s Compliance Department shall maintain a copy of any proxy voting policies and procedures in effect at any time within the last five years.

   Disclosure

   Royce’s proxy voting procedures will be disclosed to clients upon commencement of a client account. Thereafter, proxy voting records and procedures are generally disclosed to those clients for which Royce has authority to vote proxies as set forth below:

   • The Royce Funds – proxy voting records are disclosed annually on Form N- PX (with such voting records also available here). Proxy voting procedures are available in the Statement of Additional Information for the open-end funds, in the annual report on Form N-CSR for the closed-end funds and at www.royceinvest.com.
   • Limited Liability Company Accounts – proxy voting records and proxy voting procedures (along with a summary thereof) are disclosed to members upon request (and are available at www.royceinvest.com).
   • Separate Accounts – proxy voting records and procedures are disclosed to separate account clients annually.

To view the details of the votes cast by a Royce Fund, click here.  Search by Fund and company name to review our voting record.

Note that clicking on the link will redirect you to an external website.