<DOCUMENT>
<TYPE>EX-99.R
<SEQUENCE>26
<FILENAME>efc2-1398_exhibitr.txt
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                                                                   Exhibit (r)




                                CODE OF ETHICS
                                      FOR
                                THE ROYCE FUNDS
                                      AND
                              THE ROYCE COMPANIES

                      Adopted -- As of December 30, 1994
                      As amended as of September 12, 2002

          1. Definitions.

              (a) "Fund" means each of The Royce Fund, Royce Capital Fund,
Royce Value Trust, Inc., Royce Micro-Cap Trust, Inc., Royce Focus Trust, Inc.
and any other investment company or series of an investment company registered
as such under the Investment Company Act of 1940 which has the same investment
adviser as the Fund.

              (b) "Royce" means Royce & Associates, LLC and Royce Fund
Services, Inc.

              (c) "Covered Person" means any interested trustee, director,
officer, employee or Advisory Person of the Fund or any director, officer,
employee or Advisory Person of Royce.

              (d) "Advisory Person" means any natural person in a control
relationship to the Fund or Royce who obtains information concerning
recommendations made to the Fund or any other Royce client with regard to the
purchase or sale of a security.

              (e) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell such security has been made and
communicated and, with respect to the person making the recommendation, when
such person seriously considers making such a recommendation.

              (f) "Beneficial ownership" shall be interpreted in the same
manner as it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all securities which a Covered
Person has or acquires. It includes ownership by a member of a Covered
Person's immediate family (such as spouse, minor children and adults living in
a Covered Person's home) and trusts of which a Covered Person or such an
immediate family member is a trustee or in which any such person has a
beneficial interest.

              (g) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act of 1940.

              (h) "Disinterested Director" means a trustee or director of the
Fund who is not an 'interested person' of the Fund within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940.

<PAGE>

              (i) "Interested Director" means a trustee or director of the
Fund who is an 'interested person' of the Fund within the meaning of Section
2(a)(19) of the Investment Company Act of 1940.

              (j) "Non-Management Royce Director" means a Covered Person who
is a director of Royce, but who is not an officer or employee of Royce.

              (k) "Purchase or sale of a security" includes, inter alia, the
writing of an option to purchase or sell a security.

              (l) "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act of 1940, except that it shall not
include (i) shares of registered open-end investment companies, (ii)
securities which are direct obligations of the United States and (iii)
bankers' acceptances, bank certificates of deposit, commercial paper and other
money market instruments.

              (m) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the Securities Exchange Act of 1934.

          2. Statement of General Principles. Each Covered Person shall, in
connection with his or her personal investment activities, (i) at all times
place the interests of Royce clients and Fund shareholders first, (ii) conduct
all such transactions consistent with this Code and in such a manner as to
avoid any actual or potential conflict of interest or any abuse of his or her
position of trust and responsibility and (iii) not take any inappropriate
advantage of his or her positions.

          3. Prohibited Purchases and Sales. (a) No Covered Person other than
a Non-Management Royce Director shall purchase or sell, directly or
indirectly, any security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership unless such
purchase or sale is exempted pursuant to Section 4 of this Code. The preceding
sentence of this Section 3(a) shall not prohibit the purchase or sale of any
security by Royce for the account of any pooled investment vehicle managed by
Royce, including a limited partnership, limited liability company or other
entity in which Royce or a Covered Person has a beneficial interest as a
general partner and/or otherwise, provided that the aggregate beneficial
interests of Royce and/or all Covered Persons in any such pooled investment
vehicle shall not exceed (i) 24.90% of such vehicle's capital accounts or
other equity interests or (ii) 20% of such vehicle's realized and unrealized
net capital gains from securities transactions. However, purchases of Initial
Public Offerings or private placement securities by any such pooled investment
vehicle in which a Covered Person has a beneficial interest shall be
pre-approved in writing by the Compliance Officer and either an executive
officer or Senior Portfolio Manager of Royce.

              (b) No Disinterested Director or Non-Management Royce Director
shall purchase or sell, directly or indirectly, any security in which he or
she has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership if such director knew or, in the ordinary course of
fulfilling his or her official duties as a director or trustee of the Fund or
as a director of Royce, should have known that such security was then being
purchased or sold by the Fund or, in the case of a Non-Management Royce
Director, another Royce account or was then being considered by the



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<PAGE>


Fund or Royce for purchase or sale by the Fund or, in the case of a
Non-Management Royce Director, another Royce account, unless such purchase or
sale is exempted pursuant to Section 4 of this Code.

          4. Exempted Transactions. The prohibitions of Sections 3(a) and 3(b)
of this Code shall not apply to:

              (a) Purchases or sales effected in any account over which the
Covered Person or Disinterested Director has no direct or indirect influence
or control.

              (b) Purchases or sales which are non-volitional on the part of
either the Covered Person, the Disinterested Director or the Fund or other
Royce client.

              (c) Purchases which are part of an automatic distribution
reinvestment plan or an employer-sponsored, automatic payroll deduction, cash
purchase plan.

              (d) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer, and sales of such rights so
acquired.

              (e) Purchases or redemptions or sales of debt securities which
are either "Government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940 or "municipal securities" within the
meaning of Section 3(a)(29) of the Securities Exchange Act of 1934.

              (f) Purchases or sales of shares of passively-managed registered
investment companies or other baskets of securities which trade on a national
securities exchange or on Nasdaq and whose investment objective is to closely
track the performance of an index of securities.

              (g) Purchases or sales by a Covered Person which receive the
prior approval of the Compliance Officer and either an executive officer or
Senior Portfolio Manager of Royce (to be promptly confirmed in writing)
because (i) they are not eligible for purchase or sale by the Fund or any
other Royce account, (ii) they are only remotely potentially harmful to the
Fund and Royce's other accounts because they would be very unlikely to affect
a highly institutional market, (iii) they clearly are not related economically
to the securities to be purchased, sold or held by the Fund or any other Royce
account, (iv) they are not then being purchased or sold, and neither the
executive officer or Senior Portfolio Manager pre-approving the transaction
nor the Covered Person have any current knowledge that the securities are then
being considered for purchase or sale, by the Fund or any other Royce account
or (v) in the case of an Initial Public Offering, they are available for
purchase by the Covered Person solely by virtue of his or her non-business
relationship with a family member or other person and are not in any way
related to the Covered Person's position with the Fund or Royce.

              Prior approvals pursuant to clause (iv) above shall be granted
only in a limited number of instances, and any prior approval granted pursuant
to this Section 4(g) shall be subject to the following restrictions and
conditions:



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<PAGE>

              (1) Each written confirmation by the Compliance Officer and
either an executive officer or Senior Portfolio Manager of Royce of their
prior approval of a purchase or sale by a Covered Person shall show the basis
on which the prior approval was granted and the period for which it was
granted (which shall not exceed five trading days from the date of the grant).

              (2) Generally, no Covered Person shall be permitted to acquire
any securities in an Initial Public Offering, except to the extent set forth
in Section 3(a) above.

              (3) Prior approval is required for a Covered Person to acquire
any securities (including limited partnership interests) in a private
placement. Such prior approval should take into account, among other factors,
whether the investment opportunity should be reserved for the Fund and/or
other Royce account(s), and whether the opportunity is being offered to the
Covered Person by virtue of his or her position with the Fund or Royce. Any
Covered Person who may be authorized to acquire securities in a private
placement shall disclose that investment when he or she plays a part in the
Fund's or Royce's subsequent consideration of an investment in the issuer,
and, in such circumstances, the Fund's and/or Royce's decision to purchase
securities of the issuer shall be subject to an independent review by
investment personnel with no personal interest in the issuer.

              (4) No Covered Person shall be permitted to purchase or sell a
security within at least seven calendar days before and after the Fund or any
other Royce account trades in that security, and any profits realized on
trades within such proscribed periods shall be disgorged by the Covered
Person.

              (5) No Covered Person, except in unusual or exceptional
circumstances, may profit in the purchase and sale, or sale and purchase, of
the same (or equivalent) securities within 60 calendar days, and any profits
realized on such short-term trades shall, except in such circumstances, be
disgorged by the Covered Person.

          5. Gifts. No Covered Person shall receive any gift or other thing
of more than $100 in value from any individual or entity that does business
with or on behalf of the Fund or any other Royce account. This prohibition
does not extend to bona fide business-related entertainment and/or travel.

          6. Service as a Director. No Covered Person other than a
Non-Management Royce Director may serve on the board of directors of any
publicly-traded company, absent prior authorization based upon a determination
that the board service would be consistent with the interests of the Fund and
Royce's other accounts. In the relatively small number of instances in which
board service may be authorized, the Covered Person serving as a director
normally should be isolated from those making investment decisions through
"Chinese Wall" or other procedures.

          7. Reporting.

              (a) Every Covered Person shall report to the Fund and Royce the
information described in Section 7(c) of this Code with respect to
transactions in any security in which such Covered Person has, or by reason of
such transaction acquires, any direct or indirect beneficial ownership in the
security; provided, however, that a Covered Person shall not be required to
make



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<PAGE>

a report with respect to transactions effected for any account over which such
Covered Person does not have any direct or indirect influence or control.

              (b) A Disinterested Director need only report to the Fund a
transaction in a security if such director, at the time of that transaction,
knew or, in the ordinary course of fulfilling his or her official duties as a
director, should have known that, during the 15 calendar days before or after
the date of the transaction by the director, such security was purchased or
sold by the Fund or was being considered by the Fund or Royce for purchase or
sale by the Fund.

              (c) Every report shall be in writing, shall be signed by the
person making it, shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected and shall contain the following information:

                  (i) The date of the transaction, the title and the number of
shares, and the principal amount of each security involved;

                  (ii) The nature of the transaction -- i.e., purchase, sale
or any other type of acquisition or disposition;

                  (iii) The price at which the transaction was effected;

                  (iv) The name of the broker, dealer or bank with or through
whom the transaction was effected; and

                  (v) With respect to any account established by the Covered
Person during the quarter for the direct or indirect benefit of the Covered
Person, the name of the broker, dealer or bank with whom the account was
established and the date the account was established.

              Notwithstanding the foregoing, the report of a Non-Management
Royce Director may exclude information contained in any duplicate copies of
broker trade confirmations and/or periodic account statements that are
supplied to the Compliance Officer under Section 7(e) of this Code, provided
that such confirmations and/or statements have been received by the Compliance
Officer no later than 10 days after the end of the calendar quarter in which
the transaction(s) to which they relate to were effected.

              (d) Any such report shall include transactions exempted pursuant
to Section 4 of this Code and may contain a statement that the report shall
not be construed as an admission by the person making such report that he or
she has any direct or indirect beneficial ownership in the security to which
the report relates.

              (e) All Covered Persons shall (i) direct their brokers to supply
to the Compliance Officer, on a timely basis, duplicate copies of
confirmations of all personal securities transactions and copies of periodic
statements for all securities accounts and (ii) disclose to the Fund and Royce
all personal securities holdings upon commencement of employment and
thereafter on an annual basis.



                                      5
<PAGE>

              8. Sanctions. Upon discovering a violation of this Code, Royce
and/or the Board of Trustees/Directors of the Fund may impose such sanctions
as it deems appropriate, including, inter alia, a letter of censure or
suspension or termination of the employment of the violator.



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