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<TYPE>EX-99.R
<SEQUENCE>12
<FILENAME>rft63006_ex99r.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>



                                  EXHIBIT 99(r)

                       CODE OF ETHICS FOR THE ROYCE FUNDS
                             AND THE ROYCE COMPANIES



<PAGE>

                                 CODE OF ETHICS
                                       FOR
                                 THE ROYCE FUNDS
                                       AND
                               THE ROYCE COMPANIES

                       ADOPTED -- AS OF DECEMBER 30, 1994
                         AS AMENDED AS OF APRIL 10, 2003

                  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,
manager, officer, employee or Advisory Person of Royce, other than any employee
of the Fund or Royce (i) who does not, in connection with his or her regular
functions or duties, make, participate in or obtain information regarding the
purchase or sale of securities by the Fund or any other Royce client, (ii) whose
functions do not relate to the making of any recommendations with respect to the
purchases or sales and (iii) whose name appears on a written schedule (which may
be changed at any time or from time to time) signed and maintained by Royce's
Chief Compliance Officer.

                     (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


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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.

                     (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-Covered Employee" means an employee of the Fund or
Royce who is excluded from the definition of Covered Person pursuant to clauses
(i), (ii) and (iii) thereof.

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

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

                     (m) "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.

                     (n) "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

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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, Non-Management Royce
Director or Non-Covered Employee 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 person knew or, in the
ordinary course of fulfilling his or her official duties as a director or
trustee of the Fund, as a director of Royce or as an employee of Royce or the
Fund, 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 or Non-Covered
Employee, another Royce account or was then being considered by the Fund or
Royce for purchase or sale by the Fund or, in the case of a Non-Management Royce
Director or Non-Covered Employee, 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

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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:

                         (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.

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                  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(d) 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
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) A Non-Covered Employee shall report to the Fund and
Royce any instance in which he or she participates in, or obtains information
regarding, the purchase or sale of securities by the Fund or any other Royce
account, whether or not in connection with his or her regular duties.

                     (d) 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

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                         (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(f) 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.

                     (e) 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.

                     (f) 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.

                  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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