<SEC-DOCUMENT>0000949377-11-000321.txt : 20110608
<SEC-HEADER>0000949377-11-000321.hdr.sgml : 20110607
<ACCEPTANCE-DATETIME>20110608135918
ACCESSION NUMBER:		0000949377-11-000321
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20110608
DATE AS OF CHANGE:		20110608

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-2
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-22532
		FILM NUMBER:		11900601

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>e97581.htm
<TEXT>
<p align="center"><font face="Times New Roman" size="2"><b>As filed with the Securities and Exchange
 Commission on June 8, 2011<br>Investment Company Act File No. 811-22532</b></font></p>
<p align="center"><font face="Times New Roman" size="2"><b>U.S. SECURITIES AND EXCHANGE
 COMMISSION<br> Washington, D.C. 20549<br> _______________________</b></font></p>
<p align="center"><font face="Times New Roman" size="2"><b>FORM N-2</b></font></p>
<p align="center"><font face="Times New Roman" size="2"><b>REGISTRATION
 STATEMENT<br>UNDER<br> THE INVESTMENT COMPANY ACT OF 1940</b></font></p>
<p align="center"><font face="Times New Roman" size="2"><b>Amendment No. __</b></font></p>
<p align="center"><font face="Times New Roman" size="2"><b>ROYCE GLOBAL
 VALUE TRUST, INC.<br>(Exact Name of Registrant as Specified in Charter)</b></font></p>
<p align="center"><font face="Times New Roman" size="2"> 745 Fifth
 Avenue<br>New York, New York 10151<br><i><b><i><b>(Address of Principal Executive
 Offices)</b></i></b></i></font></p>
<p align="center"><font face="Times New Roman" size="2"> Telephone
 Number: (212) 508-4500<br><i>(Area Code
 and Telephone Number)</i></font></p>
<p align="center"><font face="Times New Roman" size="2"> John E. Denneen,
 Esq.<br>Royce &#038; Associates, LLC<br>745 Fifth Avenue<br> New York, New York 10151<br><i>(Name and
 Address of Agent for Service)</i><br> ________________________</font></p>
<p align="center"><font face="Times New Roman" size="2"><i><b><i><b>Copy to:</b></i></b></i></font></p>
<p align="center"><font face="Times New Roman" size="2"> Frank P. Bruno,
 Esq.<br> Sidley Austin LLP<br>787 Seventh Avenue<br>New York, New York 10019-6018</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td valign="bottom" colspan="3" align="center"><font face="Times New Roman" size="2">TABLE OF CONTENTS</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" align="left" colspan="3"><font face="Times New Roman" size="2">PART A &#150; INFORMATION REQUIRED IN A PROSPECTUS</font></td>
</tr>
<tr>
<td width="8%" valign="bottom" align="left"><font face="Times New Roman" size="2">Item 1.</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item1">Outside Front Cover</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item2">Cover Pages; Other Offering Information</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 3.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item3">Fee Table and Synopsis</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 3.1.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item3ft">Fee Table</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 3.2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item3s">Synopsis</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 4.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item4">Financial Highlights</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 5.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item5">Plan of Distribution</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 6.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item6">Selling Shareholders</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 7.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item7">Use of Proceeds</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 8.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item8">General Description of the Registrant</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 8.1.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item8gd">General Description</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 8.2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item8iop">Investment Objectives and Policies</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 8.3.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item8rf">Risk Factors</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 8.4.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item8op">Other Policies</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 8.5.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item8spd">Share Price Data</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 8.6.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item8bdc">Business Development Companies</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 9.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item9">Management</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 9.1.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item9g">General</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 9.2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item9nrm">Non-Resident Managers</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 9.3.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item9cp">Control Persons</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 10.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item10">Capital Stock, Long-Term Debt and Other Securities</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 10.1.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item10cs">Capital Stock</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 10.2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item10ltd">Long-Term Debt</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 10.3.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item10g">General</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 10.4.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item10t">Taxes</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 10.5.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item10os">Outstanding Securities</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 10.6.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item10sr">Securities Ratings</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 11.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item11">Defaults and Arrears on Senior Securities</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 12.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item12">Legal Proceedings</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 13.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item13">Table of Contents of the Statement of Additional Information</a></font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2">PART B &#150; INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 14.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item14">Cover Page</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 15.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item15">Table of Contents</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 16.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item16">General Information and History</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 17.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item17">Investment Objectives and Policies</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 18.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item18">Management</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 19.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item19">Control Persons and Principal Holders of Securities</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 20.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item20">Investment Advisory and Other Services</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item21">Portfolio Manager Information</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.1.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item21oam">Other Accounts Managed</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item21cs">Compensation Structure</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.3.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item21os">Ownership of Securities</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 22.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item22">Brokerage Allocation and Other Practices</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 23.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item23">Tax Status</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 24.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item24">Financial Statements</a></font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2">PART C &#150; OTHER INFORMATION</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 25.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item25">Financial Statements and Exhibits</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 26.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item26">Marketing Arrangements</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 27.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item27">Other Expenses of Issuance and Distribution</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 28.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item28">Persons Controlled by or Under Common Control</a></font></td>
</tr>
</table>
<br>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="8%" valign="bottom" align="left"><font face="Times New Roman" size="2">Item 29.</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item29">Number of Holders of Securities</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 30.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item30">Indemnification</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 31.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item31">Business and Other Connections of the Adviser</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 32.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item32">Location of Accounts and Records</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 33.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item33">Management Services</a></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 34.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><a href="#item34">Undertakings</a></font></td>
</tr>
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2"><a href="#sign">SIGNATURE</a><br><a href="#exhibits">EXHIBITS</a></font></td>
</tr>
</table>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">Part A &#150; INFORMATION REQUIRED IN A PROSPECTUS</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item1"></a><b>Item 1. Outside Front Cover.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item2"></a><b>Item 2. Cover Pages; Other Offering Information.
</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item3"></a><b>Item 3. Fee Table and Synopsis.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item3ft"></a><b>Item 3.1. Fee Table.</b></font></div>
<div style="text-indent:45px;"><font face="Times New Roman" size="2">The following
 table sets forth the certain fees and estimated expenses of Royce Global Value Trust,
 Inc. (the &#147;Global Trust, the &#147;Registrant&#148; or the &#147;Fund&#148;):</font></div>
<br>
<table border="1" cellpadding="1" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;"><b>Stockholder
 Transaction Expenses</b></p></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Voluntary
 Cash Purchase Plan Purchase Fees</p></font></td>
<td width="25%" valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">None</p></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Distribution
 Reinvestment and Cash Purchase Plan Fees</p></font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">$2.50<sup>(1)</sup></p></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;"><b>Annual
 Expenses</b> (as a percentage of net assets attributable to common stock)<sup>(2)</sup></p></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Management
 Fees</p></font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">1.25%</p></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Interest Payments
 on Borrowed Funds</p></font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">0.00%</p></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Other Expenses</p></font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">0.26%</p></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Total Annual
 Operating Expenses</p></font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">1.51%</p></font></td>
</tr>
</table>
<br>
<div align="justify"><font face="Times New Roman" size="2"><sup>(1)</sup> Per sale transaction fee
 plus pro rata share of brokerage commissions from proceeds on sales of Global Trust
 stock effected through its transfer agent.<br><sup>(2)</sup> The percentages in the
 above table expressing Annual Expenses are estimated amounts for the Global Trust&#146;s first full fiscal year.</font></div>
<br>
<div align="justify"><font face="Times New Roman" size="2"><b>EXAMPLE:</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The following
 example illustrates the projected dollar amount of cumulative expenses that would
 be incurred over various periods with respect to a hypothetical investment in Global
 Trust. These amounts are based upon payment by Global Trust of expenses at levels
 set forth in the above table.</font></div>
<p style="text-indent:45px;"><font face="Times New Roman" size="2">You would
 pay the following expenses on a $1,000 investment, assuming a 5% annual return:</font></p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><b>1 Year</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><b>3 Years
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><b>5 Years
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><b>10 Years
</b></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">$15</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="22%" valign="bottom" align="left"><font face="Times New Roman" size="2">$48</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="22%" valign="bottom" align="left"><font face="Times New Roman" size="2">$82</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="22%" valign="bottom" align="left"><font face="Times New Roman" size="2">$180</font></td>
</tr>
</table>
<p style="text-indent:45px;" align="justify"><font face="Times New Roman" size="2">The foregoing
 table is to assist you in understanding the various costs and expenses that an investor
 in Global Trust would bear directly or indirectly. The assumed 5% annual return
 is not a prediction of, and does not represent, the projected or actual performance
 of Global Trust&#146;s Common Stock. Actual expenses and annual rates of return
 may be more or less than those assumed for purposes of the Example.</font></p>
<p style="text-indent:45px;" align="justify"><font face="Times New Roman" size="2">Global Trust
 is a newly-formed entity with no operating history. As such, expenses are estimated
 based on an anticipated size of Global Trust of $100&#160;million.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item3s"></a><b>Item 3.2. Synopsis.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item4"></a><b>Item 4. Financial Highlights.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item5"></a><b>Item 5. Plan of Distribution.</b><br>Not applicable.</font></p>
<p align="center"><font face="Times New Roman" size="2">1</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2"><a name="item6"></a><b>Item 6. Selling Shareholders.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item7"></a><b>Item 7. Use of Proceeds.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item8"></a><b>Item 8. General Description of the Registrant.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item8gd"></a><b>Item 8.1. General Description.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Registrant
 is a diversified, closed-end management investment company registered under the
 Investment Company Act of 1940, as amended (the &#147;1940 Act&#148;). The Registrant
 was organized under the laws of the state of Maryland on February 14, 2011.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If approved
 by the stockholders of Royce Value Trust, Inc. (&#147;Value Trust&#148;), Global
 Trust will participate in a transaction whereby Value Trust will contribute approximately
 $100&#160;million of its assets to Global Trust in exchange for shares of common stock
 of Global Trust, and Value Trust will distribute to Value Trust common stockholders,
 shares of common stock of Global Trust (the &#147;Transaction&#148;).</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item8iop"></a><b>Item 8.2. Investment Objectives and Policies.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The investment
 goal of Global Trust is long-term growth of capital. Under normal market circumstances,
 Global Trust will invest at least 80% of its net assets in equity securities (such
 as common stock and preferred stock) and at least 65% of its net assets in the equity
 securities of companies located in at least three countries outside of the United
 States. A company is deemed to be &#147;located&#148; outside the United States
 if its country of organization, its headquarters and/or the principal trading market
 of its stock are located outside of the United States. From time to time, a substantial
 portion of the Fund&#146;s assets may be invested in companies located in a single
 country. The Fund may also invest up to 20% of its net assets in U.S. and non-U.S.
 non-convertible debt. Although there are no geographic limits on the Fund&#146;s
 investments, no more than 35% of the Fund&#146;s net assets may be invested in the
 securities of companies headquartered in &#147;developing countries,&#148; also
 known as emerging markets. Generally, developing countries, sometimes also referred
 to as emerging market countries, include every country in the world other than the
 United States, Canada, Japan, Australia, New Zealand, Hong Kong, Singapore, South
 Korea and Western European countries (which include, Austria, Belgium, Denmark,
 France, Finland, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway,
 Portugal, Spain, Sweden, Switzerland and the United Kingdom). In selecting securities
 for Global Trust, Royce will use a bottom-up, value approach. Royce will primarily
 focus on company-specific criteria rather than on political, economic or other country-specific
 factors. Global Trust does not expect to purchase or sell foreign currencies to
 hedge against declines in the U.S. dollar or to lock in the value of any foreign
 securities that it purchases.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce will
 invest Global Trust&#146;s assets primarily in the equity securities of companies
 that it believes are trading significantly below its estimate of their current worth.
 Royce will base this assessment chiefly on balance sheet quality and cash flow levels.
 Although the Fund may invest in the equity securities of companies of any market
 capitalization, Royce expects that generally a significant portion of the Fund&#146;s
 assets will be invested in the equity securities of micro-cap, small-cap and/or
 mid-cap companies with market capitalizations up to $10 billion.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><i>Value Investing</i>. Global Trust&#146;s portfolio managers will use various value methods in managing
 its assets. In selecting securities for the Fund, they evaluate the quality of a
 company&#146;s balance sheet, the level of its cash flows and other measures of
 a company&#146;s financial condition and profitability. The portfolio managers may
 also consider other factors, such as a company&#146;s unrecognized asset values,
 its future growth prospects or its turnaround potential following an earnings disappointment
 or other business difficulties. The portfolio managers then use these factors to
 assess the company&#146;s current worth, basing this assessment on either what they
 believe a knowledgeable buyer might pay to acquire the entire company or what they
 think the value of the company should be in the stock market.</font></p>
<p align="center"><font face="Times New Roman" size="2">2</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust&#146;s portfolio managers generally will invest in securities of companies that
 are trading significantly below their estimate of the company&#146;s current worth
 in an attempt to reduce the risk of overpaying for such companies. Seeking long-term
 growth of capital, they also evaluate the prospects for the market price of the
 company&#146;s securities to increase over a two- to five-year period toward this
 estimate.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce&#146;s
 value approach strives to reduce some of the other risks of investing in the securities
 of smaller companies (for the Fund&#146;s portfolio taken as a whole) by evaluating
 other risk factors. For example, its portfolio managers generally attempt to lessen
 financial risk by buying companies with strong balance sheets and low leverage.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">While there
 can be no assurance that this risk-averse value approach will be successful, Royce
 believes that it can reduce some of the risks of investing in micro-cap, small-cap
 and mid-cap companies, which are inherently fragile in nature and whose securities
 have substantially greater market price volatility.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Although Royce&#146;s approach to security selection seeks to reduce downside risk to the Fund&#146;s portfolio, especially during periods of broad smaller-company stock market
 declines, it may also potentially have the effect of limiting gains in strong smaller-company
 up markets.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><i>Temporary
 Investments</i>. Global Trust may invest in short-term fixed income securities for
 temporary defensive purposes or to invest uncommitted cash balances. If the Fund
 should implement a temporary investment policy, it may not achieve its investment
 goal while that policy is in effect.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><i>Investing
 in Non-U.S. Securities.</i> Royce believes that investing in foreign securities
 offers both enhanced investment opportunities and additional risks beyond those
 present in U.S. securities. Investing in foreign securities may provide increased
 diversification by adding securities from various foreign countries (i)&#160;that offer
 different investment opportunities, (ii)&#160;that generally are affected by different
 economic trends and (iii)&#160;whose stock markets do not generally move in a manner
 parallel to U.S. markets. At the same time, these opportunities and trends involve
 risks that may not be encountered in U.S. investments.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The following
 considerations comprise both risks and opportunities not typically associated with
 investing in U.S. securities: fluctuations in exchange rates of foreign currencies; possible
 imposition of exchange control regulations or currency restrictions that
 would prevent cash from being brought back to the United States; less public information
 with respect to issuers of securities; less government supervision of stock exchanges,
 securities brokers and issuers of securities; lack of uniform accounting, auditing
 and financial reporting standards; lack of uniform settlement periods and trading
 practices; less liquidity and frequently greater price volatility in foreign markets
 than in the United States; possible imposition of foreign taxes; the possibility
 of expropriation or confiscatory taxation, seizure or nationalization of foreign
 bank deposits or other assets, the adoption of foreign government restrictions and
 other adverse political, social or diplomatic developments that could affect investment; sometimes
 less advantageous legal, operational and financial protections applicable
 to foreign sub-custodial arrangements; and the historically lower level of responsiveness
 of foreign management to shareholder concerns (such as dividends and return on investment).</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><i>Non-Convertible
 Debt.</i> Global Trust may invest up to 20% of its net assets in direct obligations
 of the government of the United States or its agencies, or the governments of non-U.S.
 countries or their agencies, and/or in non-convertible debt securities of various
 U.S. and non-U.S. issuers, including up to 5% of its net assets in below investment-grade
 debt securities, also known as high-yield fixed income securities. Such below investment-grade
 debt securities may be in the lowest-grade categories of recognized ratings agencies
 (C in the case of Moody&#146;s Investor Service, Inc. (&#147;Moody&#146;s&#148;)
 or D in the case of Standard &#038; Poor&#146;s) or may be unrated. High-yield/high-risk
 investments are primarily speculative and may entail substantial risk of loss of
 principal and non-payment of interest, but may also produce above-average returns
 for the Fund. Debt securities rated C or D may be in default as to the payment of
 interest or repayment of principal.</font></p>
<p align="center"><font face="Times New Roman" size="2">3</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><i>Developing
 Countries</i>. The risks described above for foreign securities, including the risks
 of nationalization and expropriation of assets, are typically increased to the extent
 that the Fund invests in companies headquartered in developing, or emerging market,
 countries. Investments in securities of companies headquartered in such countries
 may be considered speculative and subject to certain special risks. The political
 and economic structures in many of these countries may be in their infancy and developing
 rapidly, and such countries may lack the social, political and economic characteristics
 of more developed countries. Certain of these countries have in the past failed
 to recognize private property rights and have at times nationalized and expropriated
 the assets of private companies. Some countries have inhibited the conversion of
 their currency to another. The currencies of certain developing countries have experienced
 devaluation relative to the U.S. dollar, and future devaluations may adversely affect
 the value of the Fund&#146;s assets denominated in such currencies. Some developing
 countries have experienced substantial rates of inflation for many years. Continued
 inflation may adversely affect the economies and securities markets of such countries.
 In addition, unanticipated political or social developments may affect the value
 of the Fund&#146;s investments in these countries and the availability to the Fund
 of additional investments in these countries. The small size, limited trading volume
 and relative inexperience of the securities markets in these countries may make
 the Fund&#146;s investments in such countries illiquid and more volatile than investments
 in more developed countries, and the Fund may be required to establish special custodial
 or other arrangements before making investments in these countries. There may be
 little financial or accounting information available with respect to companies located
 in these countries, and it may be difficult as a result to assess the value or prospects
 of an investment in such companies.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><i>Securities
 Lending</i>. Global Trust may lend up to 25% of its total assets to brokers, dealers
 and other financial institutions. Securities lending allows the Fund to retain ownership
 of the securities loaned and, at the same time, to earn additional income. Since
 there may be delays in the recovery of loaned securities or even a loss of rights
 in collateral supplied should the borrower fail financially, loans will be made
 only to parties that participate in a global securities lending program organized
 and monitored by the Fund&#146;s custodian and who are deemed by it to be of good
 standing. Furthermore, such loans will be made only if, in Royce&#146;s judgment,
 the consideration to be earned from such loans would justify the risk.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The current
 view of the staff of the United States Securities and Exchange Commission (the &#147;Commission&#148; or &#147;SEC&#148;) is that the Fund may engage in such loan
 transactions only under the following conditions: (i)&#160;the Fund must receive 100%
 collateral in the form of cash or cash equivalents (e.g., U.S. Treasury bills or
 notes) from the borrower; (ii)&#160;the borrower must increase the collateral whenever
 the market value of the securities loaned (determined on a daily basis at the close
 of regular trading) rises above the value of the collateral; (iii)&#160;after giving
 notice, the Fund must be able to terminate the loan at any time; (iv)&#160;the Fund must
 receive reasonable interest on the loan or a flat fee from the borrower, as well
 as amounts equivalent to any dividends, interest or other distributions on the securities
 loaned; (v)&#160;the Fund may pay only reasonable custodian fees in connection with the
 loan; and (vi)&#160;the Fund must be able to vote proxies on the securities loaned, either
 by terminating the loan or by entering into an alternative arrangement with the
 borrower.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item8rf"></a><b>Item 8.3. Risk Factors.</b></font></div>
<div align="justify"><font face="Times New Roman" size="2"><i>Market Risk</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As with any
 investment company that invests in common stocks, the Fund is subject to market
 risk &#150; the possibility that common stock prices will decline over short or
 extended periods of time. As a result, the value of an investment in the Fund&#146;s
 common stock will fluctuate with the market, and you could lose money over short
 or long periods of time.</font></div>
<br>
<div align="justify"><font face="Times New Roman" size="2"><i>Investing in Smaller Capitalization Companies</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce expects
 that generally a significant portion of Global Trust&#146;s assets will be invested
 in the equity securities of micro-cap, small-cap and/or mid-cap companies with market
 capitalizations up to $10 billion.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce views
 the large and diverse universe of smaller companies available for investment by
 the Fund as having three investment segments or tiers&#151;micro-cap, small-cap
 and mid-cap. Royce refers to the segment of companies with market capitalizations
 up to $500&#160;million as micro-cap. Royce defines the next</font></p>
<p align="center"><font face="Times New Roman" size="2">4</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">tier, the small-cap universe, as those companies
 with market capitalizations between $500&#160;million and $2.5&#160;billion. Finally, Royce
 defines mid-cap as those companies with market caps between $2.5&#160;billion and $15&#160;billion.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Smaller companies
 offer investment opportunities and additional risks. They may not be well known
 to the investing public, may not be significantly owned by institutional investors
 and may not have steady earnings growth. In addition, the securities of such companies
 may be more volatile in price, have wider spreads between their bid and ask prices
 and have significantly lower trading volumes than the securities of larger capitalization
 companies.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As a result,
 the purchase or sale of more than a limited number of shares of the securities of
 a smaller company may affect its market price. Royce may need a considerable amount
 of time to purchase or sell its positions in these securities, particularly when
 other Royce-managed accounts or other investors are also seeking to purchase or
 sell them. Accordingly, Royce&#146;s investment focus on the securities of smaller
 companies generally leads it to have a long-term investment outlook of at least
 two years for a portfolio security.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The U.S. micro-cap
 segment consists of more than 3,100 companies. These companies are followed by few,
 if any, securities analysts, and there tends to be less publicly available information
 about them. Their securities generally have even more limited trading volumes and
 are subject to even more abrupt or erratic market price movements than are small-cap
 and mid-cap securities, and Royce may be able to deal with only a few market-makers
 when purchasing and selling micro-cap securities. Such companies may also have limited
 markets, financial resources or product lines, may lack management depth and may
 be more vulnerable to adverse business or market developments. These conditions,
 which create greater opportunities to find securities trading well below Royce&#146;s
 estimate of the company&#146;s current worth, also involve increased risk.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The U.S. small-cap
 tier consists of more than 1,200 companies. In this segment, there is a relatively
 higher level of institutional investor ownership and more research coverage by securities
 analysts than generally exists for micro-cap companies. This greater attention makes
 the market for such securities more efficient compared to micro-cap securities because
 they have somewhat greater trading volumes and narrower bid/ask prices.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As discussed
 below, Global Trust may also invest significant assets in U.S. and non-U.S. mid-cap
 securities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 invests in foreign securities. The foreign smaller company market consists of more
 than 15,000 companies in developed countries. More information regarding investing
 in foreign securities is set forth below.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Mid-Cap Stocks</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In addition
 to investing in securities of micro-cap and small-cap companies, Global Trust may
 also invest significant assets in U.S. and non-U.S. mid-cap securities, which Royce
 defines as those companies with market capitalizations between $2.5&#160;billion and
 $15&#160;billion, a sector that includes more than 500 companies. In general, mid-caps
 share many of the same characteristics as those companies with market caps between
 $500&#160;million and $2.5&#160;billion. As a result, Royce normally employs a more concentrated
 approach when investing in these companies, holding proportionately larger positions
 in a relatively limited number of securities.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><i>Selection Risk</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Different
 types of stocks tend to shift into and out of favor with stock market investors,
 depending on market and economic conditions. The performance of funds that invest
 in value-style stocks may at times be better or worse than the performance of stock
 funds that focus on other types of stocks or that have a broader investment style.</font></div>
<p align="center"><font face="Times New Roman" size="2">5</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<div align="justify"><font face="Times New Roman" size="2"><i>Market Price of Shares</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 is a newly organized, diversified, closed-end management investment company with
 no previous operating history. Shares of closed-end investment companies often trade
 at a discount from net asset value. This characteristic of shares of a closed-end
 fund is a risk separate and distinct from the risk that Global Trust&#146;s net
 asset value may decrease. Royce cannot predict whether Global Trust&#146;s shares
 will trade at, below or above net asset value. The risk of holding shares of a closed-end
 fund that might trade at a discount is more pronounced for stockholders who wish
 to sell their shares in a relatively short period of time after acquiring them because,
 for those investors, realization of a gain or loss on their investments is likely
 to be more dependent upon the existence of a premium or discount than upon portfolio
 performance. Global Trust&#146;s shares are not subject to redemption. Stockholders
 desiring liquidity may, subject to applicable securities laws, trade their shares
 in Global Trust on the New York Stock Exchange (&#147;NYSE&#148;) or other markets
 on which such shares may trade at the then current market value, which may differ
 from the then current net asset value.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><i>Leverage and Borrowing</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 is authorized to borrow money. Borrowings create an opportunity for greater capital
 appreciation with respect to the Fund&#146;s investment portfolio, but at the same
 time such borrowing is speculative in that it will increase the Fund&#146;s exposure
 to capital risk. In addition, borrowed funds are subject to interest costs that
 may offset or exceed the return earned on the borrowed funds. See &#147;Risks to
 Common Stockholders of Borrowing Money and Issuing Senior Securities&#148; below.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><i>Foreign Investments</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 is not subject to any limitation on investments in securities of foreign issuers.
 Foreign investments involve certain risks which typically are not present in securities
 of domestic issuers. There may be less information available about a foreign company
 than a domestic company; foreign companies may not be subject to accounting, auditing
 and reporting standards and requirements comparable to those applicable to domestic
 companies; and foreign markets, brokers and issuers are generally subject to less
 extensive government regulation than their domestic counterparts. Markets for foreign
 securities may be less liquid and may be subject to greater price volatility than
 those for domestic securities. Foreign brokerage commissions and custodial fees
 are generally higher than those in the United States. Foreign markets also have
 different clearance and settlement procedures, and in certain markets there have
 been times when settlements have been unable to keep pace with the volume of securities
 transactions, thereby making it difficult to conduct such transactions. Delays or
 problems with settlements might affect the liquidity of the Fund&#146;s portfolio.
 Foreign investments may also be subject to local economic and political risks, political,
 economic and social instability, military action or unrest or adverse diplomatic
 developments, and possible nationalization of issuers or expropriation of their
 assets, which might adversely affect the Fund&#146;s ability to realize on its investment
 in such securities. Royce may not be able to anticipate these potential events or
 counter their effects. Furthermore, some foreign securities are subject to brokerage
 taxes levied by foreign governments, which have the effect of increasing the cost
 of such investment and reducing the realized gain or increasing the realized loss
 on such securities at the time of sale.</font></div><br>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Although changes
 in foreign currency rates may adversely affect the Fund&#146;s foreign investments,
 Royce does not expect to purchase or sell foreign currencies for the Fund to hedge
 against declines in the U.S. dollar or to lock in the value of any foreign securities
 they purchase. Consequently, the risks associated with such investments may be greater
 than if the Fund were to engage in foreign currency transactions for hedging purposes.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Exchange control
 regulations in such foreign markets may also adversely affect the Fund&#146;s foreign
 investments and the Fund&#146;s ability to make certain distributions necessary
 to maintain their eligibility as regulated investment companies and avoid the imposition
 of income and excise taxes may, to that extent, be limited.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">No more than
 35% of Global Trust&#146;s net assets may be invested in the securities of companies
 headquartered in &#147;developing countries,&#148; also known as emerging markets.
 The considerations noted</font></p>
<p align="center"><font face="Times New Roman" size="2">6</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">above are generally intensified for investments
 in developing countries. See &#147;Developing Countries&#148; below.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Fund may
 purchase the securities of foreign companies in the form of American Depositary
 Receipts (ADRs). ADRs are certificates held in trust by a bank or similar financial
 institution evidencing ownership of securities of a foreign-based issuer. Designed
 for use in U.S. securities markets, ADRs are alternatives to the purchase of the
 underlying foreign securities in their national markets and currencies.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Depositories
 may establish either unsponsored or sponsored ADR facilities. While ADRs issued
 under these two types of facilities are in some respects similar, there are distinctions
 between them relating to the rights and obligations of ADR holders and the practices
 of market participants. A depository may establish an unsponsored facility without
 participation by (or even necessarily the acquiescence of) the issuer of the deposited
 securities, although typically the depository requests a letter of non-objection
 from such issuer prior to the establishment of the facility. Holders of unsponsored
 ADRs generally bear all the costs of such facilities. The depository usually charges
 fees upon the deposit and withdrawal of the deposited securities, the conversion
 of dividends into U.S. dollars, the disposition of non-cash distributions and the
 performance of other services. The depository of an unsponsored facility frequently
 is under no obligation to distribute shareholder communications received from the
 issuer of the deposited securities or to pass through voting rights to ADR holders
 in respect of the deposited securities. Depositories create sponsored ADR facilities
 in generally the same manner as unsponsored facilities, except that the issuer of
 the deposited securities enters into a deposit agreement with the depository. The
 deposit agreement sets out the rights and responsibilities of the issuer, the depository
 and the ADR holders. With sponsored facilities, the issuer of the deposited securities
 generally will bear some of the costs relating to the facility (such as deposit
 and withdrawal fees). Under the terms of most sponsored arrangements, depositories
 agree to distribute notices of shareholder meetings and voting instructions and
 to provide shareholder communications and other information to the ADR holders at
 the request of the issuer of the deposited securities.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Developing Countries</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Generally
 developing countries include every country in the world other than the United States,
 Canada, Japan, Australia, New Zealand, Hong Kong, Singapore, South Korea, Taiwan
 and Western European countries (which include, Austria, Belgium, Denmark, France,
 Finland, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal,
 Spain, Sweden, Switzerland and the United Kingdom). The considerations noted above
 in &#147;Foreign Investments&#148; are generally intensified for investments in
 developing countries. A number of developing countries restrict, to varying degrees,
 foreign investment in stocks. Repatriation of investment income, capital, and the
 proceeds of sales by foreign investors may require governmental registration and
 approval in some developing countries. A number of the currencies of developing
 countries have experienced significant declines against the U.S. dollar in recent
 years, and devaluation may occur subsequent to investment in these countries by
 the Fund. Inflation and rapid fluctuations in inflation rates have had and may continue
 to have negative effects on the economies and securities markets of certain developing
 countries. Many of the developing securities markets are relatively small or less
 diverse, have low trading volumes, suffer periods of relative illiquidity and are
 characterized by significant price volatility. Developing countries may have antiquated
 legal systems with existing laws and regulations that are inconsistently applied.
 Generally developing countries are not subject to as extensive and frequent accounting
 and financial reporting requirements as in the United States. Transaction costs,
 including brokerage commissions and dealer mark-ups in developing countries may
 be higher than in the United States or other developed countries. There is a risk
 in developing countries that a future economic or political crisis could lead to
 price controls, forced mergers of companies, expropriation or confiscatory taxation,
 seizure, nationalization, or creation of government monopolies, any of which may
 have a detrimental effect on the Fund&#146;s investments.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><i>Warrants, Rights or Options</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may invest up to 5% of its total assets in warrants, rights and options. A warrant,
 right or call option entitles the holder to purchase a given security within a specified
 period for a specified price and does not represent an ownership interest. A put
 option gives the holder the right to sell a particular security at a specified price
 during the term of the option. These securities have no voting rights,</font></div>
<p align="center"><font face="Times New Roman" size="2">7</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">pay no dividends and have no liquidation
 rights. In addition, their market prices do not necessarily move parallel to the
 market prices of the underlying securities.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Preferred Stock - Leverage Risk</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The leverage
 resulting from the issuance of preferred stock by the Fund creates risks for holders
 of common stock of the Fund, including higher volatility of both the net asset values
 and market prices of the common stock. If the Fund is able to realize a net return
 on its investment portfolio in excess of the then current dividend rate of the preferred
 stock, the effect of leverage permits holders of common stock to realize a higher
 current rate of return than if the Fund were not leveraged. On the other hand, if
 the current dividend rate on the preferred stock exceeds the net return on the Fund&#146;s investment portfolio, the Fund&#146;s leveraged capital structure will result
 in a lower rate of return to holders of common stock than if the Fund were not leveraged.
 Similarly, because any decline in the value of the Fund&#146;s investments will
 be borne entirely by holders of common stock, the effect of leverage in a declining
 market results in a greater decrease in net asset value to holders of common stock
 than if the Fund were not leveraged, which would likely be reflected in a greater
 decline in the market price for shares of Common Stock. See &#147;Risks to Common
 Stockholders of Borrowing Money and Issuing Senior Securities.&#148; Leveraging
 through the issuance of preferred stock requires that the holders of the preferred
 stock have class voting rights on various matters that could make it more difficult
 for the holders of the common stock to change the investment goal or other fundamental
 policies of the Fund, to convert the Fund to an open-end fund or make certain other
 changes. See &#147;Capital Stock &#151; Certain Corporate Governance Provisions.&#148;</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Because Royce&#146;s advisory fee for Global Trust is based on the average net assets of Global
 Trust (including assets obtained from the sale of preferred stock by the Fund),
 Royce generally benefits from the Fund&#146;s issuance of preferred stock.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Risks to Common Stockholders of Borrowing
 Money and Issuing Senior Securities</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><u>General</u>. The
 1940 Act and the Fund&#146;s fundamental policies permit the Fund to borrow money
 from banks and certain other lenders and to issue and sell senior securities representing
 indebtedness or consisting of preferred stock if various requirements are met. Such
 requirements include initial asset coverage tests of 300% for indebtedness (see &#147;Investment
 Objectives and Policies &#151; Asset Coverage Test&#148; in the
 Statement of Additional Information) and 200% for preferred stock and, except for
 indebtedness to banks and certain other lenders, restrictive provisions concerning
 common stock dividend payments, other common stock distributions, stock repurchases
 and maintenance of asset coverage and giving certain senior security holders the
 right to elect directors in the event specified asset coverage tests are not met
 or dividends are not paid. The issuance and sale of senior securities allows the
 Fund to raise additional cash for investments. It is a speculative investment technique,
 involving the risk considerations of leverage and increased share price volatility.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><u>Borrowings</u>.
 The following factors could increase the investment risk and the volatility of the
 price of the Fund&#146;s shares of common stock: (i)&#160;leveraging exaggerates any
 increase or decrease in the value of the Fund&#146;s portfolio; (ii)&#160;the costs of
 borrowing may exceed the income from the portfolio securities purchased with the
 borrowed money; (iii)&#160;a decline in NAV results if the investment performance of
 the additional securities purchased fails to cover their cost to the Fund (including
 any interest paid on the money borrowed); (iv)&#160;a decline in NAV could affect the
 ability of the Fund to make common stock dividend payments; (v)&#160;a failure to pay
 net investment income dividends or make capital gains distributions could result
 in the Fund&#146;s ceasing to qualify as a regulated investment company under the
 Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), or in its having
 to pay certain entity level taxes even if it maintains its status as a regulated
 investment company (see &#147;Taxes&#148;); and (vi)&#160;if the asset coverage for debt
 securities declines to less than 300% (as a result of market fluctuations or otherwise),
 the Fund may be required to sell a portion of its investments when it may be disadvantageous
 to do so.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><u>Preferred
 Stock</u>. Preferred stock may result in higher volatility of the NAV of the Fund&#146;s
 common stock and potentially more volatility in the market price of the common stock.
 Holders of common stock will realize a higher current rate of return than if the
 Fund were not leveraged only so long as the Fund, after accounting for its costs
 and operating expenses, is able to realize a higher net return on its investment
 portfolio than the then current dividend rates paid on preferred stock. Similarly,
 since a pro rata portion of</font></p>
<p align="center"><font face="Times New Roman" size="2">8</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">the Fund&#146;s net realized capital gains
 are generally payable to holders of common stock, the use of leverage will increase
 the amount of such gains distributed to holders of common stock. To the extent that
 the dividend rates on preferred stock approach the net return on the Fund&#146;s
 investment portfolio, the benefit of leverage to holders of common stock will be
 decreased. (If the dividend rates on preferred stock were to exceed the net return
 on the Fund&#146;s portfolio, holders of common stock would receive a lower rate
 of return than if the Fund were not leveraged.) Similarly, since both the cost of
 issuing preferred stock and any decline in the value of the Fund&#146;s investments
 (including investments purchased with the proceeds from preferred stock offerings)
 is borne entirely by holders of common stock, the effect of leverage in a declining
 market would result in a greater decrease in NAV to holders of common stock than
 if the Fund were not leveraged. Such decrease in NAV likely would be reflected in
 a greater decline in the market price for shares of the Fund&#146;s common stock.
 If the Fund is liquidated, holders of preferred stock will be entitled to receive
 liquidating distributions before any distribution is made to holders of the Fund&#146;s common stock. Redemption of preferred stock or insufficient investment income
 to make dividend payments may reduce the NAV of the common stock by requiring the
 Fund to liquidate a portion of its investments at a time when it may be disadvantageous
 to do so.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In an extreme
 case, a decline in NAV could affect the Fund&#146;s ability to pay dividends on
 its common stock. Failure to make such dividend payments could adversely affect
 the Fund&#146;s qualification as a regulated investment company under the Code.
 See &#147;Taxes&#148;. However, the Fund intends to take all measures necessary
 to make such common stock dividend payments. If the Fund&#146;s current investment
 income is ever insufficient to meet dividend payments on either its common stock
 or preferred stock, the Fund may have to liquidate certain of its investments.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The class
 and other voting rights of issued preferred stock could make it more difficult for
 the Fund to take certain actions that may, in the future, be proposed by the Fund&#146;s Board of Directors and/or the holders of
 common stock, such as (i)&#160;a merger,
 exchange of securities, liquidation or alteration of the rights of a class of the
 Fund&#146;s securities if such actions would be adverse to the preferred stock,
 (ii)&#160;converting the Fund to an open-end investment company or acting inconsistently
 with its fundamental investment restrictions or other fundamental
 policies or (iii)&#160;seeking to operate other than as an investment company.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The future
 issuance of any preferred stock convertible into common stock might also reduce
 the net income and NAV per share of the common stock upon conversion. Such income
 dilution would occur if the Fund could not, from the investments made with the proceeds
 of the preferred stock, earn an amount per share of common stock issuable upon conversion
 greater than the dividend required to be paid on the amount of preferred stock convertible
 into one share of common stock. Such NAV dilution would occur if preferred stock
 were converted at a time when the NAV per share of common stock was greater than
 the conversion price.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><u>Financial
 Impact of Senior Securities on Common Stockholders</u>. The costs related to
 the issue and sale of senior securities such as preferred stock, including underwriting
 discount, rating agency fees and offering expenses, are paid by the Fund and, therefore,
 borne by its common stockholders. Also, the interest and dividend requirements of
 such senior securities will reduce the amount of and may entirely eliminate any
 net investment income dividends otherwise payable by the Fund to its common stockholders.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Non-Convertible Debt</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may invest up to 20% of its net assets in direct obligations of the government of
 the United States or its agencies, or the governments of non-U.S. countries or their
 agencies, and/or in nonconvertible debt securities of various U.S. and non-U.S.
 issuers, including up to 5% of its net assets in below investment-grade debt securities.
 There are no limits on the maturity or duration of the debt securities in which
 the Fund may invest.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Two of the
 main risks of investing in debt securities are credit risk and interest rate risk.
 Below investment-grade debt securities may be in the lowest-grade categories of
 recognized ratings agencies (C in the case of Moody&#146;s or D in the case of Standard &#038; Poor&#146;s) or
 may be unrated. High-yield/high-risk investments are primarily
 speculative and may entail substantial risk of loss of principal and non-payment</font></p>
<p align="center"><font face="Times New Roman" size="2">9</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">of interest, but may also produce above-average
 returns for the Fund. Debt securities rated C or D may be in default as to the payment
 of interest or repayment of principal. As of the date of this registration statement,
 interest rates are near historical lows which makes it more likely that they will
 increase in the future which could, in turn, result in a decline in the market value
 of the debt securities held by the Fund.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item8op"></a><b>Item 8.4. Other Policies.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item8spd"></a><b>Item 8.5. Share Price Date.</b><br>Not applicable. Application will be made
 to list the Registrant&#146;s shares on the NYSE, subject to notice of issuance
 of such shares.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item8bdc"></a><b>Item 8.6. Business Development Companies.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item9"></a><b>Item 9. Management.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item9g"></a><b>Item 9.1. General.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">(a)&#160;Board
 of Directors. Under Global Trust&#146;s Articles of Incorporation, as amended and
 supplemented (the &#147;Charter&#148;), and Maryland law, the Fund&#146;s business
 and affairs are managed under the direction of its Board of Directors. Investment
 decisions for the Fund are made by Royce, subject to any direction it may receive
 from the Fund&#146;s Board of Directors, which periodically reviews the Fund&#146;s
 investment performance.</font></div><br>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">(b)&#160;Investment Adviser. Royce is the investment adviser
 to Global Trust, and is responsible for the management of the Fund&#146;s assets.
 Royce has been investing in smaller-company securities with a value approach for
 more than 35 years. Its offices are located at 745 Fifth Avenue, New York, NY 10151.</font></div><br>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">On October 1, 2001, Royce became an indirect wholly-owned subsidiary of Legg Mason,
 Inc. (&#147;Legg Mason&#148;). On March 31, 2002, Royce&#146;s corporate predecessor
 was merged into Royce Holdings, LLC (a wholly-owned subsidiary of Legg Mason), which
 then changed its name to Royce &#038; Associates, LLC. Founded in 1899, Legg Mason
 is a publicly-held financial services company primarily engaged in providing asset
 management, securities brokerage, investment banking and related financial services
 through its subsidiaries. As of January 31, 2011, Legg Mason&#146;s asset management
 subsidiaries had aggregate assets under management of approximately $672&#160;billion.</font></div><br>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Under the Investment Advisory Agreement between Global Trust and Royce (the &#147;Investment
 Advisory Agreement&#148;), Royce (i)&#160;determines the composition of the Fund&#146;s
 portfolio, the nature and timing of the changes in it and the manner of implementing
 such changes, subject to any directions it may receive from the Fund&#146;s Board
 of Directors; (ii)&#160;provides the Fund with investment advisory, research and related
 services for the investment of its assets; and (iii)&#160;pays expenses incurred in performing
 its investment advisory duties under the Investment Advisory Agreement.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As compensation
 for its services under Investment Advisory Agreement, Global Trust will pay Royce
 a monthly fee equal to 1/12 of 1.25% (1.25% on an annualized basis) of the average
 net assets of the Fund for each month during the term of the investment advisory
 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.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Because the
 fee is computed based on the Fund&#146;s net assets and not on its total assets,
 Royce will not receive any fee in respect of those assets of the Fund equal to the
 aggregate unpaid principal amount of any indebtedness of the Fund. However, because
 preferred stock is a form of equity for these purposes, Royce will receive a fee
 in respect of any assets of the Fund equal to the initial liquidation preference
 of and any potential redemption premium for any preferred stock that may be issued
 and sold by the Fund.</font></p>
<p align="center"><font face="Times New Roman" size="2">10</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Because Royce&#146;s fee is based on the average net assets of the Fund (including net assets
 applicable to both Global Trust Common Stock and Global Trust Preferred Stock),
 Royce would generally benefit from the Fund&#146;s issuance of preferred stock</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Fund pays
 all administrative and other costs and expenses attributable to its operations and
 transactions, including, without limitation, transfer agent and custodian fees; legal, administrative
 and clerical services; rent for its office space and facilities; auditing; preparation, printing
 and distribution of its prospectuses, proxy statements,
 stockholder reports and notices; supplies and postage; Federal and state registration
 fees; Federal, state and local taxes; non-affiliated directors&#146; fees; and brokerage
 commissions. Please see paragraph (d)&#160;below, &#147;Administrator,&#148; for more
 information.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Pursuant to
 its terms, the Investment Advisory Agreement will have an initial term of two years,
 and continues from year to year thereafter if approved annually (i)&#160;by the Board
 or by the holders of a majority of its outstanding voting securities and (ii)&#160;by
 a majority of the Directors who are not &#147;interested persons&#148; (as defined
 in the 1940 Act) of the Fund, by vote cast in person at a meeting called for the
 purpose of voting on such approval. The Investment Advisory Agreement may be terminated
 by the Fund at any time, without penalty, on 60 days&#146; written notice, and will
 automatically terminate in the event of its &#147;assignment&#148; (as defined in
 the 1940 Act).</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">A discussion
 regarding the basis of the Board&#146;s approval of the Investment Advisory Agreement
 for Global Trust will be available in the Fund&#146;s annual report to stockholders
 for the period ending December 31, 2011 or the semi-annual report to stockholders
 of the period ending June 30, 2012, depending on the commencement of investment
 operations for the Fund.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">(c)&#160;Portfolio
 Management. Charles M. Royce, the President of Royce since its inception, is Royce&#146;s Co-Chief Investment Officer and is the primary portfolio manager of Global
 Trust. Royce&#146;s investment staff also includes Assistant Portfolio Manager David
 Nadel, who shares with Mr.&#160;Royce the day-to-day management of Global Trust. Mr.
 Nadel, Royce&#146;s Director of International Research, has been a Portfolio Manager
 and Senior Analyst at Royce since 2006, was a Senior Portfolio Manager at Neuberger
 Berman Inc. from 2004 to 2006, and a Senior Analyst at Pequot Capital Management,
 Inc. from 2001 to 2003.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Statement of Additional Information provides more information
 about the structure of the portfolio managers&#146; compensation, other accounts
 that they manage and their ownership of shares in the fund(s) that each manages.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">(d)&#160;Administrator. Global Trust and Royce also have entered into an administration
 agreement (the &#147;Administration Agreement&#148;). Under the terms of the Administration
 Agreement, Royce provides the Fund with, among other things, administrative, professional,
 compliance and clerical services; necessary personnel, office space and facilities
 and equipment; preparation of its prospectuses, statements of additional information
 and proxy statements, stockholders&#146; reports and notices and other reports and
 filings made to and with the Commission and/or other regulators; administering stockholder
 accounts, handling stockholder relations and such other services as Royce, subject
 to the Fund&#146;s Board of Directors, shall from time to time determine to be necessary
 or useful to perform its obligations under the terms of the Administration Agreement.
 Royce also, on behalf of the Fund, conducts relations with custodians, depositories,
 transfer agents, dividend disbursing agents, other stockholder servicing agents,
 accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries,
 insurers, banks and other such persons in any such other capacity deemed to be necessary
 or desirable. Royce does not receive a fee under the terms of the Administration
 Agreement but rather is reimbursed by the Fund on a monthly, or more frequent basis,
 for any and all costs and expenses that it may incur in providing services under
 the Administration Agreement, including, without limitation, the costs and expenses
 relating to necessary personnel, rent, telephone, technology and supplies.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">(e)&#160;Custodian.&#160;State
 Street Bank and Trust Company (&#147;State Street&#148;) is the custodian
 for the securities, cash and other assets of the Fund but it does not participate
 in the Fund&#146;s investment decisions. The Fund has authorized State Street to
 deposit certain domestic and foreign portfolio securities in several central depository
 systems and to use foreign sub-custodians for certain foreign portfolio securities,
 as</font></p>
<p align="center"><font face="Times New Roman" size="2">11</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">allowed by Federal law. State Street&#146;s
 main office is at John Adams Building, 2 North, 1776 Heritage Drive, North Quincy,
 MA 02171.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">State Street
 is responsible for calculating the Fund&#146;s daily net asset value per share and
 for maintaining its portfolio and general accounting records and also provides certain
 stockholder services.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Computershare
 Trust Company, N.A., PO Box 43010, Providence, RI 02940-3010, is the transfer agent,
 dividend-paying agent and registrar for the Fund&#146;s shares, but it does not
 participate in either Fund&#146;s investment decisions.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">(f)&#160;Expenses.
 The costs of organizing Global Trust and effecting the Transaction, including the
 fees and expenses of counsel and accountants and printing, listing and registration
 fees, together with the costs of soliciting Value Trust stockholders&#146; approval
 of the Transaction and the costs incurred in connection with seeking an exemptive
 order from the Commission relating to the Transaction, are estimated to be approximately
 $700,000 and will be borne by Royce. In addition, Global Trust will incur operating
 expenses on an ongoing basis, including investment advisory, legal, auditing, transfer
 agency and custodian expenses.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">(g)&#160;Affiliated
 Brokerage. Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item9nrm"></a><b>Item 9.2. Non-Resident Managers.</b><br>Not applicable.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item9cp"></a><b>Item 9.3. Control Persons.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As of the
 date of this registration statement, no person &#147;controls&#148; the Registrant,
 as defined under Section 2(a)(9) of the 1940 Act.</font></div>
<p align="justify"><font face="Times New Roman" size="2"><a name="item10"></a><b>Item 10. Capital Stock, Long-Term Debt
 and Other Securities.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item10cs"></a><b>Item 10.1. Capital Stock.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust,
 which was incorporated under the laws of the State of Maryland on February 14, 2011,
 is authorized to issue 150,000,000 shares of common stock, par value $0.001 per
 share. Each share of common stock has equal dividend, distribution and liquidation
 rights and is entitled to one vote per share on each matter submitted to a vote
 of common stockholders. When issued, the Global Trust Common Stock will be fully
 paid and non-assessable. Global Trust Common Stock is non-redeemable and has no
 preemptive, exchange, conversion or cumulative voting rights. As a NYSE-listed company,
 the Fund will be required to hold annual meetings of its stockholders.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Under the
 Global Trust Charter, Global Trust&#146;s Board of Directors has authority to classify
 and reclassify any authorized but unissued shares of stock into other classes or
 series of stock, including preferred stock, and to cause Global Trust to issue such
 shares. Global Trust&#146;s Board of Directors has authority to cause the Fund to
 issue and sell up to 50,000,000 shares of preferred stock, $0.001 par value per
 share, that may be convertible into shares of Global Trust&#146;s Common Stock.
 The terms of such Global Trust Preferred Stock are, or would be, fixed by the Board
 of Directors and materially limit and/or qualify, or would materially limit and/or
 qualify, the rights of the holders of Global Trust&#146;s Common Stock. See &#147;Investment
 Objectives and Policies &#151; Risk Factors &#151; Risks to Common Stockholders
 of Borrowing Money and Issuing Senior Securities.&#148;</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Under the
 1940 Act, Global Trust is permitted to have outstanding more than one series of
 preferred stock so long as no single series has priority over another series as
 to the distribution of assets of the Fund or the payment of dividends. Holders of
 the Fund&#146;s preferred stock do not have preemptive rights to purchase any shares
 of preferred stock that might be issued.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The following
 table shows the number of shares of (i)&#160;capital stock authorized and (ii)&#160;capital
 stock outstanding for each class of authorized securities of Global Trust as of
 May 31, 2011.</font></p>
<p align="center"><font face="Times New Roman" size="2">12</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;"><b>Title of
 Class</b></font></p></td>
<td width="32%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Amount
 Authorized</b></font></td>
<td width="32%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Amount
 Outstanding</b></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Common Stock, $0.001
 par value</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">150,000,000</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">0</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><p style="margin-left:5px;">Preferred
 Stock, $0.001 par value</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">50,000,000</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">0</font></td>
</tr>
</table><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Distributions by Global Trust</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 will distribute substantially all of its net investment income and net realized
 capital gains to stockholders at year end. The distribution policy of Global Trust
 may be modified from time to time by Global Trust&#146;s Board. As a regulated investment
 company under the Code, Global Trust will not be subjected to U.S. federal income
 tax on its investment company taxable income that it distributes to stockholders,
 provided that at least 90% of its investment company taxable income for that taxable
 year is distributed to its stockholders.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Net Asset Value</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The NAV of
 Global Trust&#146;s shares of common stock is calculated at the close of regular
 trading on the NYSE (generally 4:00 p.m. Eastern time) every day that the NYSE is
 open. The Fund makes this information available daily by telephone (800-221-4268),
 via its web site (www.roycefunds.com) and through electronic distribution for media
 publication, including major internet-based financial services web sites and portals
 (bloomberg.com, yahoo.com, cbsmarketwatch.com, etc.). Currently,&#160;<i>The Wall Street
 Journal</i>, The New York Times and Barron&#146;s publish NAVs for closed-end investment
 companies weekly.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The NAV per
 share of common stock of Global Trust is calculated by dividing the current value
 of the Fund&#146;s total assets less the sum of all of its liabilities and the aggregate
 liquidation preferences of its outstanding shares of preferred stock by the number
 of its outstanding shares of common stock. The Fund&#146;s investments are valued
 based on market value or, if market quotations are not readily available, at their
 fair value as determined in good faith under procedures established by the Fund&#146;s Board of Directors. In certain cases, market value may be determined using
 information provided by a pricing service approved by the Board of Directors. Valuing
 securities at their fair values involves greater reliance on judgment than valuation
 of securities based on readily available market quotations. When using fair value
 methods to price securities, the Fund may value those securities higher or lower
 than another fund using not readily available market quotations or its own fair
 value methods to price the same securities. There can be no assurance that the Fund
 could obtain the fair value price assigned to a security if it were to sell the
 security at approximately the time at which the Fund determines its net asset value.
 Because trading hours for certain non-U.S. securities end before the close of the
 New York Stock Exchange (NYSE) (generally 4 p.m. Eastern time), closing market quotations
 may become unreliable. If between the time trading ends on a particular security
 and the close of the customary trading session on the NYSE, events occur that are
 significant and may make the closing price unreliable, the Fund may fair value the
 security. If an issuer-specific event has occurred during this time that, in Royce&#146;s judgment, is likely to have affected the closing price of a security, it
 may fair value the security. The Fund uses an independent pricing service to provide
 fair value estimates for relevant non-U.S. equity securities on days when the U.S.
 market volatility exceeds a certain threshold. This pricing service uses proprietary
 correlations it has developed between the movement of prices of non-U.S. equity
 securities and indices of U.S.-traded securities, futures contracts and other indications
 to estimate the fair value of relevant non-U.S. securities. The Fund values its
 non-U.S. securities in U.S. dollars on the basis of foreign currency exchange rates
 provided to the Fund by its custodian, State Street Bank and Trust Company. When
 fair value pricing is employed, the price of securities used by the Fund may differ
 from quotes or published prices for the same security. Certain bonds and other fixed
 income securities may be valued by reference to other securities with comparable
 ratings, interest rates and maturities, using established independent pricing services.
 Investments in money market funds are valued at net asset value per share.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Distribution Reinvestment and Cash Purchase
 Plan</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 has adopted a Distribution Reinvestment and Cash Purchase Plan (the &#147;Plan&#148;),
 through which all such net investment income dividends and capital gains and other
 periodic distributions are paid to common stockholders in the form of additional
 shares of the Fund&#146;s common stock, unless a stockholder elects to receive cash
 as provided below. In this way, a stockholder can maintain an undiluted investment
 in the Fund and still allow the Fund to pay out the required distributable income.
 The Distribution Reinvestment and Cash Purchase Plans also allow registered stockholders
 to make optional</font></div>
<p align="center"><font face="Times New Roman" size="2">13</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">cash purchases of shares of the Fund&#146;s
 common stock directly through Computershare on a monthly basis, and to deposit certificates
 representing your Fund shares with Computershare for safekeeping. The Fund&#146;s
 investment adviser is absorbing all commissions on optional cash purchases under
 the Plan.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">No action
 is required on the part of a registered common stockholder to receive a distribution
 in shares of common stock of Global Trust. A registered stockholder may elect to
 receive an entire distribution in cash by notifying Computershare, the Plan Agent
 and the Fund&#146;s transfer agent and registrar, in writing so that such notice
 is received by Computershare no later than 10 days prior to the record date for
 distributions to stockholders. Computershare will set up an account for shares acquired
 through the Plan for each stockholder who has not elected to receive distributions
 in cash (&#147;Participant&#148;) and hold such shares in non-certificated form.
 Upon request by a Participant, received in writing not less than 10 days prior to
 the record date, Computershare will, instead of crediting shares to the Participant&#146;s account, issue a certificate registered in the Participant&#146;s name for
 the number of whole shares of the Fund&#146;s Common Stock and a check for any fractional
 share. Contact information for the Plan Agent is set forth under &#147;Custodian,
 Transfer Agent and Registrar.&#148;</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Those common
 stockholders whose shares are held by a brokerage firm, bank or other financial
 intermediary as the stockholder of record should contact the brokerage firm, bank
 or other financial institution as applicable, to be certain that it is automatically
 reinvesting distributions on the stockholder&#146;s behalf. If they are unable to
 reinvest distributions on the stockholder&#146;s behalf, the stockholder should
 have its shares registered in its name in order to participate. Common stockholders
 holding shares through a financial intermediary may receive distributions in cash
 by notifying their broker or other financial intermediary. Global Trust uses only
 newly-issued shares to implement the Plan, whether its shares are trading at a premium
 or at a discount to NAV. The number of shares to be issued to a stockholder is determined
 by dividing the total amount of the distribution payable to you by the lower of
 (i)&#160;the last reported sale price of a share of the Fund&#146;s common stock on the
 valuation date, which will normally be the fifth business day following the record
 date, or (ii)&#160;the net asset value per share on the valuation date, provided that
 neither Fund will issue new shares at a discount of more than 5% from the last reported
 sale price on that date.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">There is no
 charge to common stockholders for receiving their distributions in the form of additional
 shares of the Fund&#146;s common stock. Computershare&#146;s fees for handling distributions
 in stock are paid by the Fund. There are no brokerage charges with respect to shares
 issued directly by the Fund as a result of distributions payable in stock. If a
 Participant elects by written notice to Computershare to have Computershare sell
 part or all of the shares held by Computershare in the Participant&#146;s account
 and remit the proceeds to the Participant, Computershare is authorized to deduct
 a $2.50 transaction fee plus brokerage commissions from the proceeds.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Stockholders
 who receive distributions in the form of stock are subject to the same Federal,
 state and local tax consequences as are stockholders who elect to receive their
 distributions in cash. A stockholder&#146;s basis for determining gain or loss upon
 the sale of stock received in a distribution from the Fund will be equal to the
 total dollar amount of the distribution payable to the stockholder.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Repurchases of Securities</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 is a closed-end diversified management investment company and, as such, its stockholders
 do not, and will not, have the right to redeem their shares of the Fund. Although
 Global Trust will not offer to repurchase its shares of common stock and/or preferred
 stock on a periodic basis, it may repurchase its shares of common stock and/or preferred
 stock on such occasions when it is deemed advisable by the Fund. The Fund&#146;s
 Board of Directors has authorized the open-market repurchase of up to 5% of the
 issued and outstanding shares of its common stock during 2011. Under the 1940 Act,
 Global Trust may repurchase its securities (i)&#160;on a securities exchange or such
 other open market designated by the U.S. Securities and Exchange Commission (the &#147;SEC&#148;) (provided that
 the Fund has, in the case of purchases of its stock,
 informed holders of the class of stock involved within the preceding six months
 of its intention to repurchase such stock), (ii)&#160;by a tender offer open to all holders
 of the class of securities involved or (iii)&#160;as otherwise permitted by the SEC.
 Where a repurchase of shares of the Fund is to be made that is not to be effected
 on a securities exchange or an open market or by the making of a tender</font></div>
<p align="center"><font face="Times New Roman" size="2">14</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">offer, the 1940 Act provides that certain
 conditions must be met regarding, among other things, distribution of net income,
 identity of the seller, price paid, brokerage commissions, prior notice to holders
 of the class of its securities involved of an intention to purchase such securities
 and the purchase not being made in a manner or on a basis which discriminates unfairly
 against the other holders of such class.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may incur debt, in an amount not exceeding 10% of its total assets, to finance share
 repurchase transactions. Any related interest charges will be paid by the Fund and
 borne pro rata by the stockholders indirectly through their interest in the Fund.
 See &#147;Investment Objectives and Policies&#160;&#151;&#160;Risk Factors&#160;&#151;&#160;Risks to
 Common Stockholders of Borrowing Money and Issuing Senior Securities.&#148;</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If the Fund
 repurchases its shares of Common Stock for a price below their NAV, the NAV of those
 shares of Common Stock that remain outstanding would be enhanced, but this does
 not necessarily mean that the market price of those outstanding shares would be
 affected, either positively or negatively. Repurchases of shares of Common Stock
 by the Fund would also decrease its total assets and accordingly may increase its
 expenses as a percentage of average net assets. Further, interest on any borrowings
 to finance any such share repurchase transactions would reduce the Fund&#146;s net
 income.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Rights Offerings</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may in the future, and at its discretion, choose to make rights offerings from time
 to time. Any such future rights offering will be made in accordance with the 1940
 Act. Under the laws of Maryland, the state in which Global Trust was incorporated,
 the Board of the Fund is authorized to approve rights offerings without obtaining
 stockholder approval. The staff of the SEC has interpreted the 1940 Act as not requiring
 stockholder approval of a transferable rights offering at a price below the then
 current net asset value so long as certain conditions are met, including (i)&#160;a good
 faith determination by a fund&#146;s Board that such offering would result in a
 net benefit to existing stockholders; (ii)&#160;the offering fully protects stockholders&#146; preemptive rights and does not discriminate among stockholders (except for
 the possible effect of not offering fractional rights); (iii)&#160;management uses its
 best efforts to ensure an adequate trading market in the rights for use by stockholders
 who do not exercise such rights; and (iv)&#160;the ratio of a transferable rights offering
 does not exceed one new share for each three rights held.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Certain Corporate Governance Provisions
</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">All eight
 directors of Global Trust will be elected by the holders of Global Trust Common
 Stock until such time, if ever, as Global Trust Preferred Stock is issued and outstanding.
 Global Trust Directors are divided into three classes, each having a staggered term
 of three years (except, to ensure that the term of a class of Global Trust&#146;s
 Directors expires each year, one class of Global Trust&#146;s Directors will serve
 an initial one-year term and three-year terms thereafter and another class of its
 Directors will serve an initial two-year term and three-year terms thereafter).
 Each year the term of one class of Directors will expire. Accordingly, only those
 Directors in one class may be changed in any one year, and it would require a minimum
 of two years to change a majority of the Board. Such system of electing Directors
 may have the effect of maintaining the continuity of management and, thus, make
 it more difficult for the stockholders of that Fund to change the majority of Directors.
 Vacancies on the Board of Directors for one or more of the classified positions
 may be filled by the remaining Directors for the balance of the term of the class.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Global
 Trust Charter provides that the affirmative vote of the holders of 80% of the outstanding
 voting shares of Global Trust (a &#147;Supermajority Vote&#148;), each voting as
 a separate class, is generally required to authorize certain transactions (&#147;Extraordinary
 Transactions&#148;). Such matters include amending the Charter to make Global Trust&#146;s Common Stock a &#147;redeemable security&#148; or to convert Global Trust
 from a &#147;closed-end company&#148; to an &#147;open-end company.&#148; Further,
 any liquidation or dissolution of Global Trust and any amendment to the Charter
 to effect such a liquidation or dissolution will require a Supermajority Vote, as
 well as any merger, consolidation, share exchange or sale or exchange of all or
 substantially all of the assets of Global Trust. Finally, a Supermajority Vote is
 required for any transaction between Global Trust and a person, or group of persons
 acting together (including, without limitation, a &#147;group&#148; for purposes
 of Section 13(d) of the Securities Exchange Act of 1934, as amended (the &#147;1934
 Act&#148;), or any successor provision), and any person controlling, controlled
 by or under common control with any such person or member of such group, that is
 entitled to exercise or direct the exercise, or acquire the</font></p>
<p align="center"><font face="Times New Roman" size="2">15</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">right to exercise or direct the exercise,
 directly or indirectly, other than solely by virtue of a revocable proxy, of one-tenth
 or more of the voting power in the election of directors generally.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Extraordinary
 Transactions can also be accomplished by an affirmative vote of the holders of a
 majority of the votes entitled to be cast, rather than a Supermajority Vote, if
 the Continuing Directors (as defined below), by a vote of at least two-thirds of
 such Continuing Directors, in addition to approval by the Board of Directors, approve
 such proposal, transaction or amendment. For transactions involving common control,
 no stockholder approval will be required provided (i)&#160;such transaction is approved
 by the Continuing Directors, by a vote of at least two-thirds of such Continuing
 Directors, and (ii)&#160;applicable state law or another provision of the Charter or
 Bylaws do not otherwise requires such approval. Continuing Directors
 include (i)&#160;current Directors of the Board, (ii)&#160;those nominated for election by the stockholders
 or whose election by the directors to fill vacancies on the Board is approved by
 a majority of the Directors of the Board, and (iii)&#160;any successor directors whose
 nomination for election by the stockholders or whose election by the directors to
 fill vacancies is approved by a majority of the Continuing Directors or successor
 Continuing Directors, who are on the Board at the time of the nomination or election,
 as applicable.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">A director
 of Global Trust may only be removed for cause and only by the affirmative vote of
 at least two-thirds of the votes entitled to be cast generally in the election of
 directors.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Fund&#146;s
 By-laws permit stockholders to call a special meeting of stockholders only if certain
 procedural requirements are met and the request is made by stockholders entitled
 to cast at least a majority of the votes entitled to be cast at such a meeting.
 The Fund&#146;s By-laws also require that advance notice be given to the Fund in
 the event a stockholder desires to nominate a person for election to the Board of
 Directors or to transact any other business at an annual meeting of stockholders.
 With respect to an annual meeting of stockholders, notice of any such nomination
 or business must be delivered to or received at the principal executive offices
 of the Fund not less than 90 calendar days nor more than 120 calendar days prior
 to the anniversary of the date of mailing of the notice for the preceding year&#146;s
 annual meeting (subject to certain exceptions). Any advance notice by a stockholder
 must be accompanied by certain information as provided in the By-laws.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Certain provisions
 of the 1940 Act and the Charter require a separate additional vote of the holders
 of preferred stock to approve certain transactions, including certain mergers, asset
 dispositions and conversion of the Fund to open-end status.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The provisions
 of the Charters and Bylaws (the &#147;Governing Documents&#148;) of Global Trust
 described above may be regarded as &#147;anti-takeover&#148; provisions. The provisions
 could have the effect of depriving the owners of shares in the Fund of opportunities
 to sell their shares at a premium over prevailing market prices, by discouraging
 a third party from seeking to obtain control of Global Trust in a tender offer or
 similar transaction. The overall effect of these provisions is to render more difficult
 the accomplishment of a merger or the assumption of control by a principal stockholder.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Reference
 is made to the Governing Documents of Global Trust, on file with the SEC, for the
 full text of these provisions. Global Trust is subject to the informational requirements
 of the Securities Exchange Act of 1934, as amended (the &#147;1934 Act&#148;) and
 the 1940 Act and in accordance therewith files, or will file, reports and other
 information with the Commission. Reports, proxy statements and other information
 filed by Global Trust with the Commission pursuant to the informational requirements
 of the 1934 Act and the 1940 Act can be inspected and copied at the public reference
 facilities maintained by the Commission, 100 F Street, N.E., Washington, D.C. 20549.
 The Commission maintains a web site at http://www.sec.gov containing reports, proxy
 and information statements and other information regarding registrants, including
 Global Trust, that file electronically with the Commission.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 Common Stock will be listed on the NYSE. Reports, proxy statements and other information
 concerning Global Trust and filed with the Commission by Global Trust will be available
 for inspection at the NYSE, 20 Broad Street, New York, New York 10005.</font></p>
<p align="center"><font face="Times New Roman" size="2">16</font></p>
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<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Statements
 contained in this Registration Statement as to the contents of any contract or other
 document referred to are not necessarily complete, and, in each instance, reference
 is made to the copy of such contract or other document filed as an exhibit to the
 Registration Statement, of which this prospectus forms a part, each such statement
 being qualified in all respects by such reference.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Limitation of Directors&#146; and Officers&#146; Liability</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The By-laws
 of Global Trust provide that the Fund will indemnify its Directors and officers
 and may indemnify its employees or agents against liabilities and expenses incurred
 in connection with litigation in which they may be involved because of their positions
 with the Fund, to the fullest extent permitted by law. However, nothing in the By-laws
 of Global Trust protects or indemnifies a Director, officer, employee or agent of
 such fund against any liability to which such person would otherwise be subject
 in the event of such person&#146;s willful misfeasance, bad faith, gross negligence
 or reckless disregard of the duties involved in the conduct of his or her position.</font></div>
<p align="justify"><font face="Times New Roman" size="2"><a name="item10ltd"></a><b>Item 10.2. Long-Term Debt.</b><br>Not applicable. The Registrant has not issued
 any long-term debt.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item10g"></a><b>Item 10.3. General.</b><br>The Registrant may issue preferred shares
 in the future but does not contemplate doing so at this time.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item10t"></a><b>Item 10.4. Taxes</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The following
 discussion is a brief summary of certain U.S. federal income tax considerations
 affecting Global Trust and its stockholders. The discussion reflects applicable
 tax laws of the United States as of the date of this registration statement, which
 tax laws may be changed or subject to new interpretations by the courts or the Internal
 Revenue Service (the &#147;IRS&#148;) retroactively or prospectively. No attempt
 is made to present a detailed explanation of all U.S. federal, state, local and
 foreign tax concerns affecting Global Trust and its stockholders (including stockholders
 owning a large position in Global Trust), and the discussions set forth herein do
 not constitute tax advice. Investors are urged to consult their own tax advisers
 to determine the tax consequences to them of investing in Global Trust.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Taxation of the Fund</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 intends to elect to and qualify as a regulated investment company under Subchapter
 M of the Code (a &#147;RIC&#148;). Accordingly, the Fund must or will, as the case
 may be, among other things, (i)&#160;derive in each taxable year at least 90% of its
 gross income from (a)&#160;dividends, interest (including tax-exempt interest), payments
 with respect to certain securities loans, and gains from the sale or other disposition
 of stock, securities or foreign currencies, or other income (including but not limited
 to gain from options, futures and forward contracts) derived with respect to its
 business of investing in such stock, securities or currencies and (b)&#160;net income
 derived from interests in certain &#147;publicly traded partnerships&#148; (as defined
 for U.S. federal income tax purposes) that derive less than 90% of their gross income
 from the items described in (a)&#160;above (each a &#147;Qualified Publicly Traded Partnership&#148;); and (ii)&#160;diversify its holdings so that, at the end of each quarter of each
 taxable year (a)&#160;at least 50% of the value of its total assets is represented by
 cash and cash items, U.S. government securities, the securities of other regulated
 investment companies and other securities, with such other securities limited, in
 respect of any one issuer, to an amount not greater than 5% of the value of a fund&#146;s total assets and not more than 10% of the outstanding voting securities of
 such issuer and (b)&#160;not more than 25% of the value of a fund&#146;s total assets
 is invested in the securities of (I)&#160;any one issuer (other than U.S. government
 securities and the securities of other RICs), (II)&#160;any two or more issuers in which
 a fund owns 20% or more of the voting securities and that are determined to be engaged
 in the same business or similar or related trades or businesses or (III)&#160;any one
 or more Qualified Publicly Traded Partnerships.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If a RIC fails
 a gross income test for any taxable year, it nevertheless may qualify as a RIC for
 such year if it is entitled to relief under certain savings provisions of the Code
 and pays a penalty tax. The savings provisions generally will be available if (i)&#160;after
 the RIC identifies such failure, it files a schedule with the IRS describing
 each item of gross income for such taxable year that fails the gross income tests,
 and (ii)&#160;the RIC&#146;s failure to meet the test was due to reasonable cause and
 not due to willful neglect. The</font></p>
<p align="center"><font face="Times New Roman" size="2">17</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">penalty tax equals the amount (if any) by
 which the gross income that fails the RIC gross income test exceeds 1/9 of the RIC
 gross income that satisfies the RIC gross income test.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Similarly,
 if a RIC fails to meet an asset test, the RIC will not lose its RIC status
 if (i)&#160;once the RIC identifies the failure, the RIC describes each asset that caused the
 failure in a schedule filed with the IRS; (ii)&#160;the failure is due to reasonable
 cause and not willful neglect; (iii)&#160;within six months of the close of the quarter
 in which the RIC identifies the failure, the RIC either disposes of the asset or
 otherwise passes the asset test; and (iv)&#160;unless the failure is a &#147;de minimis&#148; failure, the RIC pays a tax in an amount equal to the greater
 of (a)&#160;$50,000, or (b)&#160;the amount equal to the product of (I)&#160;the net income generated by the non-qualifying
 assets during the period of failure, and (II)&#160;the highest rate of corporate income
 tax. A failure of the asset test is &#147;de minimis&#148; if the total value of
 the non-qualifying assets does not exceed the lesser of (i)&#160;1% of the total value
 of the RIC&#146;s assets, and (ii)&#160;$10,000,000.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The investments
 of Global Trust in partnerships, including Qualified Publicly Traded Partnerships,
 may result in the Fund being subject to state, local, or foreign income, franchise
 or withholding tax liabilities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As a RIC,
 the Fund generally is not, or will not be, as the case may be, subject to U.S. federal
 income tax on income and gains that it distributes each taxable year to stockholders,
 provided it distributes at least 90% of the sum of its (i)&#160;investment company taxable
 income (which includes, among other items, dividends, interest and the excess of
 any net short-term capital gain over net long-term capital loss and other taxable
 income, other than any net long-term capital gain, reduced by deductible expenses)
 determined without regard to the deduction for dividends paid and (ii)&#160;its net tax-exempt
 interest (the excess of its gross tax-exempt interest over certain disallowed deductions).
 The Fund intends to distribute at least annually substantially all of such income.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Amounts not
 distributed on a timely basis in accordance with a calendar year distribution requirement
 are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax,
 Global Trust must or will, as the case may be, distribute during each calendar year
 an amount at least equal to the sum of (i)&#160;98% of its ordinary income (not taking
 into account any capital gain or loss) for the calendar year, (ii)&#160;98.2% of its
 capital gain in excess of its capital loss (adjusted for certain ordinary losses)
 for a one-year period generally ending on October 31 of the calendar year (unless
 an election is made to use the Fund&#146;s fiscal year), and (iii)&#160;certain undistributed
 amounts from previous years on which the fund paid no federal income tax. While
 the Fund intends to distribute any income and capital gain in the manner necessary
 to minimize imposition of the 4% excise tax, there can be no assurance that sufficient
 amounts of the Fund&#146;s taxable income and capital gain will be distributed to
 avoid entirely the imposition of the tax. In that event, the Fund will be liable
 for the tax only on the amount by which it does not meet the foregoing distribution
 requirement.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">A distribution
 will be treated as paid by the Fund during the calendar year if it is (i)&#160;paid during
 the calendar year or (ii)&#160;declared by the Fund in October, November or December
 of the year, payable to its stockholders of record on a date during such a month
 and paid by the Fund during January of the following year. Any such distributions
 paid during January of the following year will be deemed to be received no later
 than December 31 of the year the distributions are declared, rather than when the
 distributions are received.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If the Fund
 were unable to satisfy the 90% distribution requirement or, notwithstanding the
 savings provisions of the Code, otherwise were to fail to qualify as a RIC in any
 year, it would be taxed in the same manner as an ordinary corporation and distributions
 to the Fund&#146;s stockholders would not be deductible by the Fund in computing
 its taxable income. To re-qualify to be taxed as a RIC in a subsequent year, the
 Fund would be required to distribute to its stockholders its earnings and profits
 attributable to its non-RIC years. In addition, if the Fund failed to qualify as
 a RIC for a period greater than two taxable years, it would be required to elect
 to recognize and pay tax on any net built-in gain (the excess of aggregate gain,
 including items of income, over aggregate loss that would have been realized if
 the Fund had been liquidated) or, alternatively, be subject to taxation on such
 built-in gain recognized for a period of ten years, in order to qualify as a RIC
 in a subsequent year.</font></p>
<p align="center"><font face="Times New Roman" size="2">18</font></p>
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<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Gain or loss
 on the sales of securities by the Fund will generally be long-term capital gain
 or loss if the securities have been held by the Fund for more than one year. Gain
 or loss on the sale of securities held for one year or less will be short-term capital
 gain or loss.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Foreign currency
 gain or loss on non-U.S. dollar-denominated securities and on any non-U.S. dollar-denominated
 futures contracts, options and forward contracts that are not section 1256 contracts
 (as defined below) generally will be treated as ordinary income and loss.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Investments
 by Global Trust in certain &#147;passive foreign investment companies&#148; (&#147;PFICs&#148;) could subject the Fund to federal income tax (including interest charges)
 on certain distributions or dispositions with respect to those investments that
 cannot be eliminated by making distributions to stockholders. Elections may be available
 to the Fund to mitigate the effect of this tax provided that the PFIC complies with
 certain reporting requirements, but such elections generally accelerate the recognition
 of income without the receipt of cash. Dividends paid by PFICs will not qualify
 for the reduced tax rates discussed below under &#147;Taxation of Stockholders.&#148;</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Fund may
 invest in debt obligations purchased at a discount with the result that the Fund
 may be required to accrue income for U.S. federal income tax purposes before amounts
 due under the obligations are paid. The Fund may also invest in securities rated
 in the medium to lower rating categories of nationally recognized rating organizations,
 and in unrated securities (&#147;high yield securities&#148;). A portion of the
 interest payments on such high yield securities may be treated as dividends for
 certain U.S. federal income tax purposes.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As a result
 of investing in stock of PFICs or securities purchased at a discount or any other
 investment that produces income that is not matched by a contemporaneous cash distribution,
 the Fund could be required to include in taxable income amounts it has not yet received.
 Any such income would be treated as income earned by the Fund and therefore would
 be subject to the distribution requirements of the Code. This might prevent the
 Fund from distributing 90% of its investment company taxable income as is required
 in order to avoid fund-level federal income taxation on all of its income, or might
 prevent the Fund from distributing enough ordinary income and capital gain net income
 to avoid completely the imposition of the excise tax. To avoid this result, the
 Fund may be required to borrow money or dispose of securities to be able to make
 distributions to its stockholders.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If Global
 Trust does not meet the asset coverage requirements of the 1940 Act, the Fund will
 be required to suspend distributions to the holders of common shares until the asset
 coverage is restored. Such a suspension of distributions might prevent the Fund
 from distributing 90% of its investment company taxable income as is required in
 order to avoid fund-level federal income taxation on all of its income, or might
 prevent the Fund from distributing enough income and capital gain net income to
 avoid completely imposition of the excise tax.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Certain of
 the Fund&#146;s investment practices are subject to special and complex U.S. federal
 income tax provisions that may, among other effects, (i)&#160;disallow, suspend or otherwise
 limit the allowance of certain losses or deductions, (ii)&#160;convert lower taxed long-term
 capital gains into higher taxed short-term capital gains or ordinary income, (iii)&#160;convert
 ordinary loss or a deduction into capital loss (the deductibility of which
 is more limited), (iv)&#160;cause the Fund to recognize income or gain without a corresponding
 receipt of cash, (v)&#160;adversely change the date on which a purchase or sale of stock
 or securities is deemed to occur, (vi)&#160;adversely change the characterization of
 certain complex financial transactions and (vii)&#160;produce income that will not qualify
 as good income for purposes of the 90% annual gross income test described above.
 Global Trust will monitor its transactions and may make certain tax elections to
 mitigate the effect of these rules and prevent disqualification of the Fund as a
 regulated investment company.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Foreign Taxes</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Since Global
 Trust may invest in foreign securities, income from such securities may be subject
 to non-U.S. taxes. The Fund expects to invest less than 50% of its total assets
 in foreign securities. As long as the Fund continues to invest less than 50% of
 its assets in foreign securities, its stockholders will be</font></div>
<p align="center"><font face="Times New Roman" size="2">19</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">unable to claim the foreign tax deduction
 or foreign tax credit with respect to certain foreign taxes paid by the Fund.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Taxation of Stockholders</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 will determine either to distribute or to retain for reinvestment all or part of
 its net capital gain. Any such gain retained by the Fund will be subject to a 35%
 tax. In that event, the Fund expects to designate the retained amount as undistributed
 capital gain in a notice to its stockholders, each of whom (i)&#160;will be required
 to include in income for tax purposes as long-term capital gain its share of such
 undistributed amounts, (ii)&#160;will be entitled to credit its proportionate share of
 the tax paid by the Fund against its federal income tax liability and to claim refunds
 to the extent that the credit exceeds such liability and (iii)&#160;will increase its
 basis in its shares of the Fund by an amount equal to 65% of the amount of undistributed
 capital gain included in such stockholder&#146;s gross income.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Distributions
 paid by the Fund from its investment company taxable income, which includes net
 short-term capital gain, generally are taxable as ordinary income to the extent
 of the Fund&#146;s earnings and profits. Such distributions, if reported by the
 Fund in a written statement furnished to its stockholders, may, however, qualify
 (provided holding period and other requirements are met by the Fund and its stockholders)
 (i)&#160;for the dividends received deduction available to corporations, but only to
 the extent that the Fund&#146;s income consists of dividend income from U.S. corporations
 and (ii)&#160;for taxable years through December 31, 2012, as qualified dividend income
 eligible for the reduced maximum federal tax rate available to individuals (generally
 15%) but only to the extent that the Fund receives qualified dividend income. Qualified
 dividend income is, in general, dividend income from taxable domestic corporations
 and certain qualified foreign corporations (for example, foreign corporations incorporated
 in a possession of the United States or in certain countries with a qualifying comprehensive
 tax treaty with the United States, or whose shares with respect to which such dividend
 is paid is readily tradable on an established securities market in the United States).
 A qualified foreign corporation does not include a foreign corporation which for
 the taxable year of the corporation in which the dividend was paid, or the preceding
 taxable year, is a &#147;passive foreign investment company,&#148; as defined in
 the Code. If Global Trust engages in certain securities lending transactions, the
 amount received by the Fund that is the equivalent of the dividends paid by the
 issuer on the securities loaned will not be eligible for qualified dividend income
 treatment.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Distributions
 of net capital gain (if any) reported as capital gain distributions in written statements
 furnished to a stockholder are taxable at rates applicable to long-term capital
 gain, whether paid in cash or in shares, and regardless of how long the stockholder
 has held its Fund shares. Capital gain distributions are not eligible for the dividends
 received deduction. The maximum federal tax rate on net long-term capital gain of
 individuals is reduced generally from 20% to 15% for such gain realized before January
 1, 2013. Unrecaptured Section 1250 gain distributions, if any, will be subject to
 a 25% tax. Distributions in excess of the Fund&#146;s earnings and profits will
 first reduce the adjusted tax basis of a holder&#146;s shares and, after such adjusted
 tax basis is reduced to zero, will constitute capital gain to such holder (assuming
 the shares are held as a capital asset). For non-corporate taxpayers, investment
 company taxable income (other than qualified dividend income) will currently be
 taxed at a maximum rate of 35%, while net capital gain generally will be taxed at
 a maximum rate of 15%. For corporate taxpayers, both investment company taxable
 income and net capital gain are taxed at a maximum rate of 35%.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If an individual
 receives a dividend that is eligible for qualified dividend income treatment, and
 such dividend constitutes an &#147;extraordinary dividend,&#148; then any loss on
 the sale or exchange of the Fund shares in respect of which the extraordinary dividend
 was paid, will be long-term capital loss to the extent of such extraordinary dividend.
 An &#147;extraordinary dividend&#148; for this purpose is generally a dividend (i)&#160;in
 an amount greater than or equal to 10% or 5% of the taxpayer&#146;s tax basis
 (or trading value) in a share of common stock or preferred stock, respectively,
 aggregating dividends with ex-dividend dates within an 85-day period or (ii)&#160;in
 an amount greater than 20% of the taxpayer&#146;s tax basis (or trading value) in
 a share of common or preferred stock, aggregating dividends with ex-dividend dates
 within a 365-day period.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The IRS requires
 a RIC that has two or more classes of stock to allocate to each such class proportionate
 amounts of each type of the RIC&#146;s income (such as ordinary income, capital
 gains, dividends qualifying for the dividends received deduction (&#147;DRD&#148;)
 and qualified dividend income) based upon the</font></p>
<p align="center"><font face="Times New Roman" size="2">20</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">percentage of total dividends paid out of
 current or accumulated earnings and profits to each class for the taxable year.
 Accordingly, Global Trust intends for each taxable year to allocate its capital
 gain dividends, dividends qualifying for the DRD and dividends that constitute qualified
 dividend income (if any) between its common stock and preferred stock in proportion
 to the total dividends paid out of current or accumulated earnings and profits to
 each class with respect to such taxable year. Distributions in excess of Global
 Trust&#146;s current and accumulated earnings and profits, if any, however, will
 not be allocated proportionately between the common stock and preferred stock. Since
 Global Trust&#146;s current and accumulated earnings and profits will first be used
 to make distributions on its preferred stock, distributions in excess of such earnings
 and profits (if any) will be made disproportionately to holders of shares of Common
 Stock.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Stockholders
 may be entitled to offset their capital gain distributions (but not distributions
 eligible for qualified dividend income treatment) with capital loss. There are a
 number of statutory provisions affecting whether capital loss may be offset against
 capital gain, and limiting the use of loss from certain investments and activities.
 Stockholders with capital loss are urged to consult their tax advisers on such limitations.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The price
 of stock purchased at any time may reflect the amount of a forthcoming distribution.
 Those purchasing stock just prior to a distribution will receive a distribution
 which will be taxable to them even though it represents in part a return of invested
 capital.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Certain types
 of income received by Global Trust from real estate investment trusts (&#147;REITs&#148;), real estate mortgage investment conduits (&#147;REMICs&#148;), taxable mortgage
 pools or other investments may cause the Fund to report some or all of its distributions
 as &#147;excess inclusion income.&#148; To Fund stockholders such excess inclusion
 income may (1)&#160;constitute taxable income, as &#147;unrelated business taxable income&#148; (&#147;UBTI&#148;) for those stockholders who would otherwise be tax-exempt
 such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans
 and certain charitable entities; (2)&#160;not be offset against net operating losses
 for tax purposes; (3)&#160;not be eligible for reduced U.S. withholding for non-U.S.
 stockholders even from tax treaty countries; and (4)&#160;cause the Fund to be subject
 to tax if certain &#147;disqualified organizations&#148; as defined by the Code
 are Fund stockholders.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Upon a sale,
 exchange, redemption or other disposition of stock, a stockholder will generally
 realize a taxable gain or loss equal to the difference between the amount of cash
 and the fair market value of other property received and the stockholder&#146;s
 adjusted tax basis in the stock. Such gain or loss will be treated as long-term
 capital gain or loss if the shares have been held for more than one year. Any loss
 realized on a sale or exchange will be disallowed to the extent the shares disposed
 of are replaced by substantially identical shares within a 61-day period beginning
 30 days before and ending 30 days after the date that the shares are disposed of.
 In such a case, the basis of the shares acquired will be adjusted to reflect the
 disallowed loss.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Any loss realized
 by a stockholder on the sale of Global Trust shares held by the stockholder for
 six months or less will be treated for tax purposes as a long-term capital loss
 to the extent of any capital gain distributions received by the stockholder (or
 amounts credited to the stockholder as an undistributed capital gain) with respect
 to such shares.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Ordinary income
 distributions and capital gain distributions also may be subject to state and local
 taxes. Stockholders are urged to consult their own tax advisers regarding specific
 questions about federal (including the application of the alternative minimum tax
 rules), state, local or foreign tax consequences to them of investing in Global
 Trust.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Stockholders
 will be furnished, if appropriate, various written statements after the close of
 each of Global Trust&#146;s taxable years reporting the U.S. federal income tax
 status of certain dividends, distributions and deemed distributions that were paid
 (or that are treated as having been paid) by the Fund to its stockholders during
 the preceding taxable year.</font></p>
<p align="center"><font face="Times New Roman" size="2">21</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If a stockholder
 recognizes a loss with respect to Global Trust&#146;s shares of $2&#160;million or more
 for an individual stockholder or $10&#160;million or more for a corporate stockholder,
 the stockholder must file with the IRS a disclosure statement on Form 8886. Direct
 stockholders of portfolio securities are in many cases exempted from this reporting
 requirement, but under current guidance, stockholders of a regulated investment
 company are not exempted. The fact that a loss is reportable under these regulations
 does not affect the legal determination of whether the taxpayer&#146;s treatment
 of the loss is proper. Stockholders are encouraged to consult their tax advisers
 to determine the applicability of these regulations in light of their individual
 circumstances.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Dividends
 paid or distributions made by Global Trust to stockholders who are non-resident
 aliens or foreign entities (&#147;foreign investors&#148;) are generally subject
 to withholding tax at a 30% rate or a reduced rate specified by an applicable income
 tax treaty to the extent derived from investment income and short-term capital gains.
 In order to obtain a reduced rate of withholding, a foreign investor will be required
 to provide an IRS Form W-8BEN certifying its entitlement to benefits under a treaty.
 The withholding tax does not apply to regular dividends paid or distributions made
 to a foreign investor who provides a Form W-8ECI, certifying that the dividends
 or distributions are effectively connected with the foreign investor&#146;s conduct
 of a trade or business within the United States. Instead, the effectively connected
 dividends or distributions will be subject to regular U.S. income tax as if the
 foreign investor were a U.S. stockholder. A non-U.S. corporation receiving effectively
 connected dividends or distributions may also be subject to additional &#147;branch
 profits tax&#148; imposed at a rate of 30% (or lower treaty rate). A foreign investor
 who fails to provide an IRS Form W-8BEN or other applicable form may be subject
 to backup withholding at the appropriate rate.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In general,
 United States federal withholding tax will not apply to any gain or income realized
 by a foreign investor in respect of any distributions of net long-term capital gains
 over net short-term capital losses, exempt-interest dividends, or upon the sale
 or other disposition of shares of Global Trust.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">For taxable
 years beginning before January 1, 2012, properly-reported dividends or distributions
 are generally exempt from United States federal withholding tax where they (i)&#160;are
 paid in respect of the Fund&#146;s &#147;qualified net interest income&#148; (generally,
 the Fund&#146;s U.S. source interest income other than certain contingent interest
 and interest from obligations of a corporation or partnership in which the Fund
 is a 10% or greater stockholder, reduced by expenses that are allocable to such
 income) or (ii)&#160;are paid in respect of the Fund&#146;s &#147;qualified short-term
 capital gains&#148; (generally, the excess of the Fund&#146;s net short-term capital
 gain over its long-term capital loss for such taxable year). Depending on its circumstances,
 however, Global Trust may report its potentially eligible dividends or distributions
 as a combination of qualified net interest income, qualified short-term capital
 gains, and income not qualifying for this withholding exemption. In order to qualify
 for this exemption from withholding, a foreign investor will need to comply with
 applicable certification requirements relating to its non-U.S. status (including,
 in general, furnishing an IRS Form W-8BEN or substitute Form to the Fund). In the
 case of shares held through an intermediary, the intermediary may withhold even
 if Global Trust reports the payment as qualified net interest income or qualified
 short-term capital gain. Foreign investors should contact their intermediaries with
 respect to the application of these rules to their accounts.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Backup Withholding</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may be required to withhold U.S. federal income tax on all taxable distributions
 and redemption proceeds payable to non-corporate stockholders who fail to provide
 the Fund with their correct taxpayer identification number or to make required certifications,
 or who have been notified by the IRS that they are subject to backup withholding.
 Backup withholding is not an additional tax. Any amounts withheld may be refunded
 or credited against such stockholder&#146;s U.S. federal income tax liability, if
 any, provided that the required information is furnished to the IRS.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Recent Legislation</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Recently enacted
 health care legislation, effective for taxable years beginning after December 31,
 2012, imposes a new 3.8% Medicare tax on certain U.S. stockholders who are individuals,
 estates or trusts and whose income exceeds certain thresholds. This new tax will
 apply to dividends on and gain from the disposition of the Fund&#146;s shares.</font></div>
<p align="center"><font face="Times New Roman" size="2">22</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In addition,
 recently enacted legislation regarding foreign account tax compliance, effective
 for payments made after December 31, 2012, imposes a withholding tax of 30% on dividends
 and gross proceeds from the disposition of our stock paid to certain foreign financial
 institutions, investment funds and other non-U.S. persons unless various information
 reporting and certain other requirements are satisfied. This legislation also imposes
 new U.S. return disclosure obligations (and related penalties for failure to disclose)
 on persons required to file U.S. federal income tax returns that hold certain specified
 foreign financial assets (which include financial accounts in foreign financial
 institutions).</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Stockholders
 and prospective investors are encouraged to consult their own tax advisers regarding
 the possible implications of this recently enacted legislation on their investment
 in the Funds&#146; common stock.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><b>The foregoing
 is a general and abbreviated summary of the applicable provisions of the Code and
 Treasury regulations presently in effect. For the complete provisions, reference
 should be made to the pertinent Code sections and the Treasury regulations promulgated
 thereunder. The Code and the Treasury regulations are subject to change by legislative,
 judicial or administrative action, either prospectively or retroactively. Stockholders
 and prospective investors are encouraged to consult their own tax advisers regarding
 the purchase, ownership and disposition of shares of common stock of the Funds.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item10os"></a><b>Item 10.5. Outstanding Securities.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Set forth
 below is information with respect to common shares as of May 31, 2011:</font></div><br>
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="25%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Amount
 Authorized</b></font></td>
<td width="25%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Amount
 Held by<br>Company
 or for its<br>Own Account
</b></font></td>
<td width="25%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Amount
 Outstanding</b></font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Global
 Trust Common Stock</b></font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">150,000,000</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">0</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">0</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Global
 Trust Preferred Stock</b></font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">50,000,000</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">0</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">0</font></td>
</tr>
</table>
<p align="justify"><font face="Times New Roman" size="2"><a name="item10sr"></a><b>Item 10.6. Securities Ratings.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item11"></a><b>Item 11. Defaults and Arrears on Senior Securities.</b><br>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item12"></a><b>Item 12. Legal Proceedings.</b><br>Not applicable.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item13"></a><b>Item 13. Table of Contents of the Statement of Additional Information.</b></font></div>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="7%" valign="bottom" align="left"><font face="Times New Roman" size="2">Item 14.</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Cover Page</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 15.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Table of Contents</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 16.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">General Information
 and History</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 17.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Investment
 Objectives and Policies</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 18.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Management</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 19.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Control Persons
 and Principal Holders of Securities</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 20.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Investment
 Advisory and Other Services</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Portfolio
 Manager Information</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.1.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Other Accounts
 Managed</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Compensation
 Structure</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 21.3.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Ownership
 of Securities</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 22.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Brokerage
 Allocation and Other Practices</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 23.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Tax Status</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Item 24.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Financial
 Statements</font></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">23</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">PART B &#150; INFORMATION REQUIRED IN A
 STATEMENT OF ADDITIONAL INFORMATION</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item14"></a><b>Item 14. Cover Page.</b><br>Not applicable.</font></p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2"><a name="item15"></a><b>Item 15. Table of Contents.</b><br>Not applicable.</font></td>
</tr>
</table><br>
<div align="justify"><font face="Times New Roman" size="2"><a name="item16"></a><b>Item 16. General Information and History.
</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 is a diversified, closed-end management investment company registered under the
 Investment Company Act of 1940, as amended (the &#147;1940 Act&#148;). Global Trust
 was organized under the laws of the state of Maryland on February 14, 2011.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><a name="item17"></a><b>Item 17. Investment Objectives and Policies.
</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The investment
 goal of Global Trust is long-term growth of capital. Listed below are Global Trust&#146;s fundamental investment policies and limitations. Unless otherwise noted,
 whenever an investment policy or limitation states a maximum percentage of Global
 Trust&#146;s assets that may be invested in any security or other asset or sets
 forth a policy regarding quality standards, the percentage limitation or standard
 will be determined immediately after or at the time of Global Trust&#146;s acquisition
 of the security or other asset. Accordingly, any subsequent change in values, net
 assets or other circumstances will not be considered in determining whether the
 investment complies with Global Trust&#146;s investment policies and limitations.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust&#146;s fundamental investment policies cannot be changed without approvals of the
 holders of a majority of the Fund&#146;s outstanding shares of common stock and
 preferred stock (if any), voting together as a single class, and a majority of the
 preferred stock (if any), voting as a separate class (which for this purpose and
 under the 1940 Act means the lesser of (i)&#160;67% or more of the relevant shares of
 capital stock of the Fund present or represented at a meeting of stockholders, at
 which the holders of more than 50% of the outstanding relevant shares of capital
 stock are present or represented or (ii)&#160;more than 50% of the outstanding relevant
 shares of capital stock of the Fund).</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Except for
 the fundamental investment restrictions set forth below, the investment policies
 and limitations described below are operating policies and may be changed by the
 Board of Directors of Global Trust without stockholder approval or, except as required
 by law, prior notice to stockholders.</font></p>
<p align="justify"><font face="Times New Roman" size="2">Global Trust may not, as a matter of fundamental
 policy:</font></p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="3%" valign="top" align="left"><font face="Times New Roman" size="2">1.</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Issue any
 class of senior security, or sell any such security of which it is the issuer, except
 as permitted by the 1940 Act;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">2.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">Purchase securities
 on margin or write call options on its portfolio securities;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">3.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">Sell securities
 short;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">4.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">Underwrite
 the securities of other issuers;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">5.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><p align="justify"><font face="Times New Roman" size="2">Invest in
 the securities of any one issuer (other than the United States or any agency or
 instrumentality of the United States) if, at the time of acquisition, the Fund would
 own more than 10% of the voting securities of such issuer or, as to 75% of the Fund&#146;s total assets, more than 5% of such assets would be invested in the securities
 of such issuer;</font></p></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">6.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">Invest more
 than 25% of its assets in any one industry;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">7.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><p align="justify"><font face="Times New Roman" size="2">Purchase or
 sell real estate or real estate mortgage loans or invest in the securities of real
 estate companies unless such securities are publicly-traded;</font></p></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">8.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">Purchase or
 sell commodities or commodity contracts;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">9.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><p align="justify"><font face="Times New Roman" size="2">Make loans,
 except for (a)&#160;purchases of portions of issues of publicly-distributed bonds, debentures
 and other securities, whether or not such purchases are made on the original issuance
 of such securities, (b)&#160;repurchase agreements, bank certificates of deposit and
 other similar securities and (c)&#160;loans of up to 25% of its assets to qualified brokers,
 dealers or institutions for their use relating to short sales or other securities
 transactions (provided that such loans are fully collateralized at all times);</font></p></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">10.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">Invest in
 companies for the purpose of exercising control of management;</font></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">1</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="3%" valign="top" align="left"><font face="Times New Roman" size="2">11.</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><p align="justify"><font face="Times New Roman" size="2">Purchase portfolio
 securities from or sell such securities directly to any of its officers, directors,
 employees or investment adviser, as principal for their own accounts; or</font></p></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">12.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">Invest more
 than 5% of its total assets in warrants, rights and options.</font></td>
</tr>
</table>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may not, as a matter of operating policy, invest more than 5% of its net assets
 in lower-rated (high-risk) non-convertible debt securities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may not, as a matter of operating policy, invest more than 35% of its net assets
 in the securities of companies headquartered in developing countries.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may invest in the securities of other investment companies (open or closed-end)
 to the extent permitted under the 1940 Act.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If a percentage
 restriction is met at the time of investment, a later increase or decrease in percentage
 resulting from a change in the value of portfolio securities or amount of total
 assets is not considered a violation of any of the above restrictions.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Funds&#146; Rights as Stockholders</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may not invest in a company for the purpose of exercising control of management.
 However, Global Trust may exercise its rights as a stockholder and communicate its
 views on important matters of policy to management, the board of directors and/or
 stockholders if Royce &#038; Associates, LLC, the Fund&#146;s investment adviser
 (&#147;Royce&#148;) or the Board of Directors of the Fund determines that such matters
 could have a significant effect on the value of the Fund&#146;s investment in the
 company. The activities that Global Trust may engage in, either individually or
 in conjunction with others, may include, among others, supporting or opposing proposed
 changes in a company&#146;s corporate structure or business activities; seeking
 changes in a company&#146;s board of directors or management; seeking changes in
 a company&#146;s direction or policies; seeking the sale or reorganization of a
 company or a portion of its assets; or supporting or opposing third party takeover
 attempts. This area of corporate activity is increasingly prone to litigation, and
 it is possible that the Fund could be involved in lawsuits related to such activities.
 Royce will monitor such activities with a view to mitigating, to the extent possible,
 the risk of litigation against the Fund and the risk of actual liability if the
 Fund is involved in litigation. However, no guarantee can be made that litigation
 against a fund will not be undertaken or liabilities incurred.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may, at its expense or in conjunction with others, pursue litigation or otherwise
 exercise its rights as a security holder to seek to protect the interests of security
 holders if Royce and the Board of Directors determine this to be in the best interests
 of the Fund&#146;s stockholders.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Lower-Rated (High-Risk) and Investment
 Grade Debt Securities</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may invest up to 5% of its net assets in lower-rated (high-risk) non-convertible
 debt securities. They may be rated from Ba to Ca by Moody&#146;s Investors Service,
 Inc. (&#147;Moody&#146;s) or from BB to D by Standard &#038; Poor&#146;s Financial
 Services LLC or may be unrated. These securities have poor protection with respect
 to the payment of interest and repayment of principal and may be in default as to
 the payment of principal or interest. These securities are often speculative and
 involve greater risk of loss or price changes due to changes in the issuer&#146;s
 capacity to pay. The market prices of lower-rated (high-risk) debt securities may
 fluctuate more than those of higher-rated debt securities and may decline significantly
 in periods of general economic difficulty, which may follow periods of rising interest
 rates.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The market
 for lower-rated (high-risk) debt securities may be thinner and less active than
 that for higher-rated debt securities, which can adversely affect the prices at
 which the former are sold. If market quotations cease to be readily available for
 a lower-rated (high-risk) debt security in which a fund has invested, the security
 will then be valued in accordance with procedures established by the Board of Directors.
 Judgment plays a greater role in valuing lower-rated (high-risk) debt securities
 than is the case for securities for which more external sources for quotations and
 last sale information are available. Adverse publicity and changing investor perceptions
 may affect a Fund&#146;s ability to dispose of lower-rated (high-risk) debt securities.</font></p>
<p align="center"><font face="Times New Roman" size="2">2</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Since the
 risk of default is higher for lower-rated (high-risk) debt securities, Royce&#146;s
 research and credit analysis may play an important part in managing securities of
 this type for the Fund. In considering such investments for the Fund, Royce will
 attempt to identify those issuers of lower-rated (high-risk) debt securities whose
 financial condition is adequate to meet future obligations, has improved or is expected
 to improve in the future. Royce&#146;s analysis may focus on relative values based
 on such factors as interest or dividend coverage, asset coverage, earnings prospects
 and the experience and managerial strength of the issuer.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may also invest in non-convertible debt securities in the lowest rated category
 of investment grade debt. Such securities may have speculative characteristics,
 and adverse changes in economic conditions or other circumstances are more likely
 to lead to a weakened capacity to make principal and interest payments than is the
 case with higher grade securities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may also invest in investment grade non-convertible debt securities. Such securities
 include those rated Aaa by Moody&#146;s (which are considered to be of the highest
 credit quality and where the capacity to pay interest and repay principal is extremely
 strong), those rated Aa by Moody&#146;s (where the capacity to repay principal is
 considered very strong, although elements may exist that make risks appear somewhat
 larger than expected with securities rated Aaa), securities rated A by Moody&#146;s
 (which are considered to possess adequate factors giving security to principal and
 interest) and securities rated Baa by Moody&#146;s (which are considered to have
 an adequate capacity to pay interest and repay principal, but may have some speculative
 characteristics).</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Securities of Exchange-Traded Funds</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may purchase, sell and invest in the securities of exchange-traded funds (&#147;ETFs&#148;). ETFs are ownership interests in unit investment trusts, depositary receipts,
 and other pooled investment vehicles that are traded on an exchange and that hold
 a portfolio of securities or other financial instruments (the &#147;Underlying Assets&#148;). The Underlying Assets are typically selected to correspond to the securities
 that comprise a particular broad based, sector or international index, or to provide
 exposure to a particular industry sector or asset class. From time to time the Fund
 may also purchase ETFs that sell short a portfolio of securities or other financial
 asset. An investment in an ETF involves risks similar to investing directly in the
 Underlying Assets, including the risk that the value of the Underlying Assets may
 fluctuate in accordance with changes in the financial condition of their issuers,
 the value of securities and other financial instruments generally, and other market
 factors.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The performance
 of an ETF will be reduced by transaction and other expenses, including fees paid
 by the ETF to service providers. Investors in ETFs are eligible to receive their
 portion of dividends, if any, accumulated on the securities held in the portfolio,
 less fees and expenses of the ETF.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If an ETF
 is an investment company, unless an exemption has been obtained from the Commission,
 the limitations applicable to the Fund&#146;s ability to purchase securities issued
 by other investment companies will apply.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Repurchase Agreements</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In a repurchase
 agreement, the Fund in effect makes a loan by purchasing a security and simultaneously
 committing to resell that security to the seller at an agreed upon price on an agreed
 upon date within a number of days (usually not more than seven) from the date of
 purchase. The resale price reflects the purchase price plus an agreed upon incremental
 amount which is unrelated to the coupon rate or maturity of the purchased security.
 A repurchase agreement requires or obligates the seller to pay the agreed upon price,
 which obligation is in effect secured by the value (at least equal to the amount
 of the agreed upon resale price and marked to market daily) of the underlying security.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may engage in repurchase agreements provided that such agreements are collateralized
 by cash or securities issued by the U.S. Government or its agencies. While it does
 not presently appear possible to eliminate all risks from these transactions (particularly
 the possibility of a decline in the market value of the underlying securities, as
 well as delays and costs to the Fund in connection with bankruptcy proceedings),
 it is the policy of the Fund to enter into repurchase agreements</font></p>
<p align="center"><font face="Times New Roman" size="2">3</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">only with recognized securities dealers,
 banks and Fixed Income Clearing Corporation, a securities clearing agency registered
 with the Commission, each determined by Royce to represent minimal credit risk and
 having a term of seven days or less.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Warrants, Rights and Options</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may invest up to 5% of its total assets in warrants, rights and options. A warrant,
 right or call option entitles the holder to purchase a given security within a specified
 period for a specified price and does not represent an ownership interest. A put
 option gives the holder the right to sell a particular security at a specified price
 during the term of the option. These securities have no voting rights, pay no dividends
 and have no liquidation rights. In addition, their market prices do not necessarily
 move parallel to the market prices of the underlying securities.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The sale of
 warrants, rights or options held for more than one year generally results in a long-term
 capital gain or loss to the Fund, and the sale of warrants, rights or options held
 for one year or less generally results in a short term capital gain or loss. The
 holding period for securities acquired upon exercise of a warrant, right or call
 option, however, generally begins on the day after the date of exercise, regardless
 of how long the warrant, right or option was held. The securities underlying warrants,
 rights and options could include shares of common stock of a single company or securities
 market indices representing shares of the common stocks of a group of companies,
 such as the S&#038;P 600.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Investing
 in warrants, rights and call options on a given security allows the Fund to hold
 an interest in that security without having to commit assets equal to the market
 price of the underlying security and, in the case of securities market indices,
 to participate in a market without having to purchase all of the securities comprising
 the index. Put options, whether on shares of common stock of a single company or
 on a securities market index, would permit the Fund to protect the value of a portfolio
 security against a decline in its market price and/or to benefit from an anticipated
 decline in the market price of a given security or of a market. Thus, investing
 in warrants, rights and options permits the Fund to incur additional risk and/or
 to hedge against risk.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Reverse Repurchase Agreements</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 is authorized to enter into reverse repurchase agreements. Such agreements involve
 the sale of securities held by Global Trust pursuant to an agreement to repurchase
 the securities at an agreed-upon price, date and interest payment. When effecting
 repurchase transactions, liquid securities of a dollar amount equal in value to
 the securities subject to the agreement are required to be segregated with the Fund&#146;s custodian bank, and the reverse repurchase agreement is required to be marked
 to market daily.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><i>Asset Coverage Test</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Section 18(a)(1)
 of the 1940 Act permits a registered closed-end company such as Global Trust to
 issue and sell a class of senior securities that is stock (such as the Cumulative
 Preferred Stock) only if, immediately after such issuance and sale, the net asset
 value (&#147;NAV&#148;) of the Fund&#146;s portfolio is at least 200% of the liquidation
 preference of the preferred stock. Section 18(g) of the 1940 Act defines a senior
 security to mean any stock of a class having priority over any other class as to
 distribution of assets or payment of dividends. Under Section 18(h) of the 1940
 Act, asset coverage of a class of senior securities of an issuer which is a stock
 means the ratio which the value of the issuer&#146;s total assets, less all of its
 liabilities and indebtedness not represented by senior securities, bears to the
 aggregate amount of the issuer&#146;s senior securities representing indebtedness
 plus the aggregate of the involuntary liquidation preference of such class of senior
 security which is a stock. Section 18(a)(1) of the 1940 Act also prevents the Fund
 from declaring any cash or other non-stock dividends or distributions on its common
 stock or purchasing any shares of its capital stock if, immediately thereafter,
 the NAV of the Fund&#146;s portfolio (determined after deducting the amount of such
 dividend or distribution) is at least 200% of the liquidation preference of its
 outstanding preferred stock.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Portfolio Turnover</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 does not engage in the trading of securities for the purpose of realizing short-term
 profits, but adjusts its portfolio as it deems advisable in view of prevailing or
 anticipated market conditions to accomplish its investment objective. A high rate
 of portfolio turnover involves correspondingly greater</font></div>
<p align="center"><font face="Times New Roman" size="2">4</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">brokerage commission expenses than a lower
 rate, which expenses must be borne by the Fund and its stockholders. High portfolio
 turnover may also result in the realization of substantial net short-term capital
 gains and any distributions resulting from such gains will be taxable at ordinary
 income rates for U.S. federal income tax purposes. The portfolio turnover rate is
 calculated by dividing the lesser of sales or purchases of portfolio securities
 by the average monthly value of the Fund&#146;s portfolio securities. For purposes
 of this calculation, portfolio securities exclude purchases and sales of debt securities
 having a maturity at the date of purchase of one year or less. As of December 31,
 2010, Global Trust had not yet commenced operations.</font></p>
<p align="center"><font face="Times New Roman" size="2">* * *</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce believes
 that Global Trust is suitable for investment only by persons who can invest
 without concern for current income, and that the Fund is suitable only for those
 investors who are in a financial position to assume above-average risks in search
 for long-term capital appreciation.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item18"></a><b>Item 18. Management.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Directors and Officers</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The business
 and affairs of Global Trust are managed under the direction of the Board of the
 Fund, and the day-to-day operations of the Fund are conducted through or under the
 direction of its officers.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Board
 of Directors of Global Trust is comprised of eight individuals. Because Global Trust
 has no issued and outstanding Preferred Stock, all eight of its Directors will be
 elected by holders of Global Trust Common Stock. Upon completion of the Transaction,
 the eight Global Trust Directors will be divided into three classes, each having
 a staggered term of three years. The Class I Directors, Charles M. Royce, G. Peter
 O&#146;Brien and David L. Meister, will have terms that expire in 2012; the Class
 II Directors, Mark R. Fetting, Arthur S. Mehlman and Patricia W. Chadwick, will
 have terms that expire in 2013; and the Class III Directors, Richard M. Galkin and
 Stephen L. Isaacs, will have terms that expire in 2014.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">There are
 no family relationships between any of the Fund&#146;s Directors and officers. Each
 Director will hold office until his term expires and his successor has been duly
 elected or until his earlier resignation or removal.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The following
 table sets forth certain information as to each Director of the Fund. The Directors
 are responsible for the overall supervision of the operations of the Fund and have
 the various duties imposed on directors of registered investment companies by the
 1940 Act.</font></p>
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Name,
 Age and<br> Address</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Position(s)
 with<br>the Fund</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Term
 of<br>Office and<br>Length of<br> Time Served</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Principal
<br>Occupations<br> During Past<br> Five Years</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Number
 of<br> Portfolios in the<br> Fund Complex<br> Overseen by<br> Director</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other
 Public<br> Directorships<br> held by Director</b></font></td>
</tr>
<tr>
<td nowrap width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Charles
 M. Royce* (71)<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class I Director
 and President</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">President,
 Chief Investment Officer, Co-Chief Investment Officer and member of Board of Managers
 of Royce &#038; Associates, LLC (&#147;Royce&#148;), investment adviser to the Funds,
 Royce Capital Fund (&#147;RCF&#148;), Royce Focus Trust, Inc. (&#147;RFT&#148;), Royce Micro-Cap Trust, Inc. (&#147;RMT&#148;) and Royce Value Trust, Inc. (&#147;RVT&#148;) (collectively, &#147;The Royce Funds&#148;).</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">36</font></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Director of
 TICC Capital Corp</font></p></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">5</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td width="17%" valign="bottom" align="center"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Name,
 Age and<br>Address</b></font></p></td>
<td width="17%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Position(s)
 with<br>the Fund</b></font></td>
<td width="16%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Term
 of<br>Office and<br> Length of<br> Time Served</b></font></td>
<td width="17%" valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Principal
<br>Occupations<br> During Past<br> Five Years</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Number
 of<br> Portfolios in the<br> Fund Complex<br> Overseen by<br> Director</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other
 Public<br> Directorships<br> held by Director</b></font></td>
</tr>
<tr>
<td nowrap valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Mark R. Fetting**
 (56)<br>c/o The Royce Fund<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class II
 Director</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">President
 and Chief Executive Officer of Legg Mason, Inc. Mr.&#160;Fetting&#146;s prior business
 experience includes having served as a member of the Board of Managers of Royce; Senior Executive
 Vice President of Legg Mason, Inc.; Division President and Senior
 Officer of Prudential Financial Group, Inc. and related companies; Partner, Greenwich
 Associates; and Vice President, T. Rowe Price Group, Inc.</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">52 (Director/Trustee
 of all Royce Funds consisting of 36 portfolios; Director/Trustee of the Legg Mason
 Family of Funds consisting of 16 portfolios</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Legg Mason,
 Inc.</font></p></td>
</tr>
<tr>
<td nowrap valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Patricia W.
 Chadwick (62)<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class II
 Director</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Consultant
 and President of Ravengate Partners LLC (since 2000).</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">36</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Wisconsin
 Energy Corp. and ING Mutual Funds</font></p></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">6</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="center"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Name, Age
 and<br>Address</b></font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Position(s)
 with<br> the Fund</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Term of<br>
 Office and<br> Length of<br> Time Served</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Principal
<br>Occupations<br>During Past<br> Five Years</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Number
 of<br>Portfolios in the<br> Fund Complex<br> Overseen by<br>Director</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other Public
<br>Directorships<br> held by Director</b></font></td>
</tr>
<tr>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Richard M.
 Galkin (73)<br>c/o The Royce Fund<br>745 Fifth
 Avenue<br>New York, NY 10151</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class III Director</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Private investor. Mr.&#160;Galkin&#146;s prior business experience
 includes having served as President of Richard M. Galkin Associates, Inc., telecommunications
 consultants, President of Manhattan Cable Television (a subsidiary of Time Inc.),
 President of Haverhills Inc. (another Time Inc. subsidiary), President of Rhode
 Island Cable Television and Senior Vice President of Satellite Television Corp.
 (a subsidiary of Comsat).</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">36</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
<tr>
<td nowrap valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Stephen L.
 Isaacs (71)<br>c/o The Royce Fund<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class III
 Director</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">President
 of The Center for Health and Social Policy (since September 1996); Attorney and
 President of Health Policy Associates, Inc., consultants. Mr.&#160;Isaacs&#146;s prior
 business experience includes having served as Director of Columbia University Development
 Law and Policy Program and Professor at Columbia University (until August 1996).</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">36</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">7</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="center"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Name, Age
 and<br>Address</b></font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Position(s)
 with<br>the Fund</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Term of
<br>Office and<br> Length of<br> Time Served</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Principal
<br>Occupations<br> During Past<br> Five Years</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Number
 of<br>Portfolios in the<br> Fund Complex<br>Overseen by<br>Director</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other Public<br>
 Directorships<br> held by Director</b></font></td>
</tr>
<tr>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Arthur S. Mehlman (69)<br>c/o The Royce Fund<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class II Director</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Director of
 The League for People with Disabilities, Inc.; Director of University of Maryland
 Foundation (non-profits). Formerly: Director of Municipal Mortgage &#038; Equity,
 LLC (from October 2004 to April 2011); Director of University of Maryland College
 Park Foundation (non-profit) (from 1998 to 2005); Partner, KPMG LLP (international
 accounting firm) (from 1972 to 2002); Director of Maryland Business Roundtable for
 Education (from July 1984 to June 2002).</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">52 (Director/Trustee of all Royce Funds consisting of 36 portfolios; Director/Trustee of the Legg Mason
 Family of Funds consisting of 16 portfolios)</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None.</font></p></td>
</tr>
<tr>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">David L. Meister
 (71)<br>c/o The Royce Fund<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class I Director</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Consultant.
 Chairman and Chief Executive Officer of The Tennis Channel (from June 2000 to March
 2005). Mr.&#160;Meister&#146;s prior business experience includes having served as a
 Chief Executive Officer of Seniorlife.com, a consultant to the communications
 industry, President of Financial News Network, Senior Vice President of HBO, President
 of Time-Life Films and Head of Broadcasting for Major League Baseball.</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">36</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">8</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="center"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Name, Age
 and<br>Address</b></font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Position(s)
 with<br> the Fund</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Term of
<br>Office and<br> Length of<br> Time Served</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Principal
<br>Occupations<br> During Past<br> Five Years</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Number
 of<br> Portfolios in the<br> Fund Complex<br> Overseen by<br>Director</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other Public
<br> Directorships<br> held by Director</b></font></td>
</tr>
<tr>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">G. Peter O&#146;Brien (65)<br>c/o The Royce Fund<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Class I Director</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td width="17%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Director,
 Bridges School (since 2006); Trustee Emeritus of Colgate University (since 2005); Board
 Member of Hill House, Inc. (since 1999); Formerly: Trustee of Colgate University
 (from 1996 to 2005), President of Hill House, Inc. (from 2001 to 2005) and Managing
 Director/Equity Capital Markets Group of Merrill Lynch &#038; Co. (from 1971 to 1999).</font></p></td>
<td width="16%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">52<br>(Director/Trustee
 of all Royce Funds consisting of 35 portfolios; Director/Trustee of the Legg Mason
 Family of Funds consisting of 16 portfolios)</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Director of
 TICC Capital Corp.</font></p></td>
</tr>
</table>
<br>
<div align="justify"><font face="Times New Roman" size="2">* Charles M. Royce is an &#147;interested person&#148; of
 the Fund under Section 2(a)(19) of the 1940 Act
 as President, Chief Investment Officer and member of the Board of Managers of Royce.<br><br>
 **Mark R. Fetting is an &#147;interested person&#148; of the Fund under section
 2(a)(19) of the 1940 Act as President and Chief Executive Officer Legg Mason,
 Inc.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Additional information about each Director follows (supplementing the information
 provided in the table above) that describes some of the specific experiences, qualifications,
 attributes or skills that each Director possesses which each Board of Directors
 (each, a &#147;Board&#148;) believes has prepared them to be effective Directors.</font></p>
<p align="center"><font face="Times New Roman" size="2">9</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>Charles M. Royce</i> - In addition
 to his tenure as a director/trustee of the
 open and closed-end registered investment companies advised by Royce (&#147;The
 Royce Funds&#148;), Mr.&#160;Royce serves as the President, Co-Chief Investment Officer
 and as a member of the Board of Managers of Royce, having been President of Royce
 since 1972. Mr.&#160;Royce has over 40 years of investment and business experience.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>Mark R. Fetting</i> - In addition
 to his tenure as a director/trustee of The
 Royce Funds and of the Legg Mason Family of Funds, Mr.&#160;Fetting serves as the Chairman,
 President and Chief Executive Officer of Legg Mason, Inc. and has served as a member
 of the Board of Managers of Royce. Mr.&#160;Fetting has over 30 years of investment and
 business experience.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>Patricia W. Chadwick</i> - In addition
 to her tenure as a director/trustee of
 The Royce Funds, Ms. Chadwick is designated as an Audit Committee Financial Expert.
 Ms. Chadwick has over 30 years of investment and business experience, including
 extensive experience in the financial sector and as a consultant to business and
 non-profit entities. In addition, Ms. Chadwick has served on the boards of a variety
 of public and private companies and non-profit entities, including currently serving
 on the board of two public companies.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>Richard M. Galkin</i> - In addition
 to his tenure as a director/trustee of The
 Royce Funds, Mr.&#160;Galkin has served as the Chairman of the Board&#146;s Audit Committee
 for more than 15 years, acting as liaison between the Boards and the Funds&#146; independent
 registered public accountants and as co-Chairman of the Boards&#146; Nominating
 Committee. Mr.&#160;Galkin has over 40 years of business experience, including
 extensive experience in the telecommunications industry.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>Stephen L. Isaacs</i> - In addition
 to his tenure as a director/trustee of The
 Royce Funds, Mr.&#160;Isaacs serves as Attorney and President of a private consulting
 firm. Mr.&#160;Isaacs has over 40 years of business and academic experience, including
 extensive experience related to public health and philanthropy.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>Arthur S. Mehlman</i> - In addition to his tenure as a director/trustee of The
 Royce Funds and of the Legg Mason Family of Funds, Mr.&#160;Mehlman is designated as
 an Audit Committee Financial Expert. Mr.&#160;Mehlman has over 35 years of business experience,
 including as Partner of an international accounting firm and a Director for various
 private companies and non-profit entities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>David L. Meister</i> - In addition to his tenure as a director/trustee of The
 Royce Funds, Mr.&#160;Meister has over 40 years of business experience, including extensive
 experience as an executive officer in and consultant to the communications industry.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">&#149;&#160;&#160;&#160;&#160;&#160;<i>G. Peter O&#146;Brien</i> - In addition to his tenure as a director/trustee
 of The Royce Funds and of the Legg Mason Family of Funds, Mr.&#160;O&#146;Brien serves
 as co-Chairman of the Boards&#146; Nominating Committee. Mr.&#160;O&#146;Brien has over
 35 years of business experience, including extensive experience in the financial
 sector. In addition, Mr.&#160;O&#146;Brien has served on the boards of public companies
 and non-profit entities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Board
 of the Fund believes that each Director&#146;s experience, qualifications, attributes
 and skills should be evaluated on an individual basis and in consideration of the
 perspective such Director brings to the entire Board, with no single Director, or
 particular factor, being indicative of Board effectiveness. However, the Board believes
 that Directors need to have the ability to critically review, evaluate, question
 and discuss information provided to them, and to interact effectively with Fund
 management, service providers and counsel, in order to exercise effective business
 judgment in the performance of their duties; the Board believes that their members
 satisfy this standard. Experience relevant to having this ability may be achieved
 through a Director&#146;s educational background; business, professional training
 or practice, public service or academic positions; experience from service as a
 board member (including the Board of the Fund) or as an executive of investment
 funds, public companies or significant private or non-profit entities or other organizations; and/or other life experiences.</font></p>
<p align="center"><font face="Times New Roman" size="2">10</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">To assist
 them in evaluating matters under federal and state law, the Directors of the Fund
 are counseled by their own independent legal counsel, who participates in Board
 meetings and interacts with Royce, and also may benefit from information provided
 by Royce&#146;s internal counsel; both Board and Royce&#146;s internal counsel have
 significant experience advising funds and fund board members. The Board and its
 committees have the ability to engage other experts as appropriate. The Board evaluates
 its performance on an annual basis.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><i>Board Composition and Leadership Structure
</i></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The 1940 Act
 requires that at least 40% of the Fund&#146;s directors not be &#147;interested
 persons&#148; (as defined in the 1940 Act) of the Fund and as such are not affiliated
 with the Fund&#146;s investment adviser (&#147;Non-Interested Directors&#148;).
 To rely on certain exemptive rules under the 1940 Act, a majority of a Fund&#146;s
 directors must be Non-Interested Directors, and for certain important matters, such
 as the approval of investment advisory agreements or transactions with affiliates,
 the 1940 Act or the rules thereunder require the approval of a majority of the Non-Interested
 Directors. Currently, 75% of the Fund&#146;s Directors are Non-Interested Directors.
 The Board does not have a chairman, but the President, Mr.&#160;Royce, an interested
 person of the Fund, acts as chairman at the Board meetings. The Non-Interested Directors
 have not designated a lead Non-Interested Director, but the Chairman of the Audit
 Committee, Mr.&#160;Galkin, generally acts as chairman of meetings or executive sessions
 of the Non-Interested Directors and, when appropriate, represents the views of the
 Non-Interested Directors to management. The Board has determined that its leadership
 structure is appropriate in light of the services that Royce and its affiliates
 provide to the Fund and potential conflicts of interest that could arise from these
 relationships.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Information
 relating to each Director&#146;s share ownership in the other funds in the group
 of registered investment companies comprising The Royce Funds that are overseen
 by the respective Directors as of December 31, 2010 is set forth in the table below.
 Global Trust had not commenced operations as of December 31, 2010; therefore, no
 Director owned shares of Global Trust.</font></p>
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Name
 of Director</b></font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Aggregate
 Dollar Range of Equity Securities in<br>The Royce Funds</b></font></td>
</tr>
<tr>
<td width="50%" valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Charles M.
 Royce</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Mark R. Fetting</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Richard M.
 Galkin</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Stephen L.
 Isaacs</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Arthur S.
 Mehlman</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">David L. Meister</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">G. Peter O&#146;Brien</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Patricia W.
 Chadwick</font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">Over $100,000</font></td>
</tr>
</table>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As of December
 31, 2010, none of the Non-Interested Directors, or their immediate family members,
 owned beneficially or of record any securities issued by Royce or any person (other
 than a registered investment company) directly or indirectly controlling, controlled
 by or under common control with Royce.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Board Committees and Meetings</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Board
 of Directors of the Fund has an Audit Committee, comprised of Patricia W. Chadwick,
 Richard M. Galkin, Stephen L. Isaacs, Arthur S. Mehlman, David L. Meister and G.
 Peter O&#146;Brien. The Audit Committee is responsible for, among other things,
 recommending the selection and nomination of the</font></div>
<p align="center"><font face="Times New Roman" size="2">11</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">Funds&#146; independent accountants and
 for conducting post-audit reviews of the Fund&#146;s financial statements with such
 independent accountants. The Fund has adopted an Audit Committee charter. Mr.&#160;Galkin
 serves as Chairman of the Audit Committee and Mr.&#160;Mehlman and Ms. Chadwick are designated
 as Audit Committee Financial Experts, as defined under Commission Regulations. Global
 Trust had not commenced operations as of December 31, 2010; therefore, the Audit
 Committee of Global Trust held no meetings.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Board
 of Directors of the Fund has a Nominating Committee, comprised of Patricia W. Chadwick,
 Richard M. Galkin, Stephen L. Isaacs, Arthur S. Mehlman, David L. Meister and G.
 Peter O&#146;Brien. The Nominating Committee is responsible for, among other things,
 identifying individuals qualified to serve as Non-Interested Directors of the Fund
 and recommending its nominees for consideration by the Fund&#146;s full Board of
 Directors. The Fund has adopted a Nominating Committee charter. Messrs. Galkin and
 O&#146;Brien serve as co-Chairman of the Nominating Committee. During the year ended
 December 31, 2010, the Nominating Committee of the Fund did not meet. While the
 Committee is solely responsible for the selection and nomination of the Fund&#146;s
 Non-Interested Directors, the Committee will review and consider nominations for
 the office of Director made by management and by Fund stockholders as it deems appropriate.
 Stockholders who wish to recommend a nominee should send their suggestions to the
 Secretary of the Fund, which should include biographical information and set forth
 their proposed nominee&#146;s qualifications.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Nominating
 Committee charter of the Fund requires the Nominating Committee to identify individuals
 qualified to serve as Non-Interested Directors of the Fund and to recommend its
 nominees for consideration by the Board. In considering potential nominees, the
 Nominating Committee will take into consideration (i)&#160;the contribution which the
 person can make to the Board, with consideration given to the person&#146;s business
 and professional experience, education and such other factors as the Committee may
 consider relevant, including but not limited to whether a potential nominee&#146;s
 personal and professional qualities and attributes would provide a beneficial diversity
 of skills, experience and/or perspective to the Board; (ii)&#160;the character and integrity
 of the person; (iii)&#160;whether or not the person is an &#147;interested person&#148; as
 defined in the 1940 Act and whether the person is otherwise qualified under applicable
 laws and regulations to serve as a Director or Non-Interested Director of the Fund; (iv)&#160;whether
 or not the person has any relationships that might impair his or her
 independence, such as any business, financial or family relationships with Fund
 management, the investment adviser of the Fund, Fund service providers or their
 affiliates; (v)&#160;whether or not the person is financially literate pursuant to stock
 exchange audit committee membership standards; (vi)&#160;whether or not the person serves
 on boards of, or is otherwise affiliated with, competing financial service organizations
 or their related investment company complexes; (vii)&#160;whether or not the person is
 willing to serve as, and willing and able to commit the time necessary for the performance
 of the duties of, a Director of the Fund; and (viii)&#160;whether or not the selection
 and nomination of the person would be in the best interest of the Fund in light
 of the requirements of the Fund&#146;s retirement policies. While the Nominating
 Committee does not have a formal policy regarding diversity, as noted above, it
 may consider the diversity of skills, experience and/or perspective a potential
 nominee will bring to the Board as part of its evaluation of the contribution such
 potential nominee will make to the Board. Such factors will be considered in light
 of the other factors described above and in the context of the Board&#146;s existing
 membership at the time such potential candidate is considered.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Boards&#146; Oversight Role in Management
</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Board&#146;s role in management of the Fund is oversight. As is the case with virtually
 all investment companies (as distinguished from operating companies), service providers
 to the Fund, primarily Royce and its affiliates, have responsibility for the day-to-day
 management of the Fund, which includes responsibility for risk management (including
 management of investment performance and investment risk, valuation risk, issuer
 and counterparty credit risk, compliance risk and operational risk). As part of
 its oversight, the Board, acting at its scheduled meetings, or the Chairman of the
 Audit Committee, acting between Board meetings, regularly interacts with and receives
 reports from senior personnel of service providers, including the Fund&#146;s and
 Royce&#146;s Chief Compliance Officer and portfolio management personnel. The Board&#146;s Audit Committee (which consists of the six Non-Interested Directors) meets
 during its scheduled meetings, and between meetings the Chairman of the Audit Committee
 maintains contact with the Fund&#146;s independent registered public accounting
 firm and the Fund&#146;s Vice</font></div>
<p align="center"><font face="Times New Roman" size="2">12</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">President and Treasurer. The Board also
 receives periodic presentations from senior personnel of Royce or its affiliates
 regarding risk management generally, as well as periodic presentations regarding
 specific operational, compliance or investment areas such as business continuity,
 anti-money laundering, personal trading, valuation, investment research and securities
 lending. The Board also receives reports from counsel to Royce and the Board&#146;s
 own independent legal counsel regarding regulatory compliance and governance matters.
 The Board&#146;s oversight role does not make the Board a guarantor of the Fund&#146;s investments or activities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">For the year
 ended December 31, 2010, the following Directors received compensation from the
 other funds in the group of registered investment companies comprising The Royce
 Funds.</font></p>
<table border="1" cellpadding="4" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2"><b>Name
 of Director</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Aggregate
<br> Compensation<br>from<br>Global Trust</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Pension
 or<br>Retirement<br> Benefits<br> Accrued as part<br> of Global Trust<br> Expenses</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Estimated
<br>Annual Benefits<br> Upon<br> Retirement</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Total Compensation
<br>From Fund Complex*</b></font></td>
</tr>
<tr>
<td width="20%" valign="bottom" align="left"><font face="Times New Roman" size="2">Charles M.
 Royce</font></td>
<td width="20%" valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td width="20%" valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td width="20%" valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Mark R. Fetting</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Patricia W.
 Chadwick</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$150,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Richard M.
 Galkin</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$150,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Stephen L.
 Isaacs</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$150,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Arthur S.
 Mehlman</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$295,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">David L. Meister</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$150,000</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">G. Peter O&#146;Brien</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$281,250</font></td>
</tr>
</table>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">* Represents
 aggregate compensation paid to each Director during the calendar year ended December
 31, 2010 from the Fund Complex. The Fund Complex includes the 36 portfolios of The
 Royce Funds and the 16 portfolios of the Legg Mason Funds.</font></p>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Each non-interested Director
 receives a fee of $2,500 per year for serving on Global Trust&#146;s Board of Directors
 plus $200 for each meeting of the Board attended.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Officers</b></font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Certain biographical
 and other information concerning the officers of Global Trust is set forth below.
 Officers are elected by and serve at the pleasure of the Board of Directors. Each
 officer will hold office for the year ending December 31, 2011, and thereafter until
 his respective successor is duly elected and qualified. Each officer became an officer
 of Global Trust in 2011.</font></p>
<table border="1" cellpadding="0" cellspacing="0" width="100%" bordercolor="#000000">
<tr>
<td valign="bottom" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2"><b>Name, Age
 and Address</b></font></p></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Position(s)
 with<br>the Fund</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Term of
 Office<br> and Length of<br>Time Served</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Principal<br>
 Occupations<br>During Past Five<br> Years</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other Public<br>
 Directorships</b></font></td>
</tr>
<tr>
<td width="20%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">John D. Diederich (59)<br>745 Fifth Avenue<br>New York,
 NY 10151</font></p></td>
<td width="20%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Vice President and Treasurer</font></p></td>
<td width="20%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td width="20%" valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Chief Operating Officer, Managing Director and
 member of the Board of Managers of Royce; Chief Financial Officer of Royce; Director
 of Administration of The Royce Funds; and President of Royce Fund Services, Inc. (&#147;RFS&#148;),
 having been employed by Royce since April 1993.</font></p></td>
<td valign="top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">13</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="1" bordercolor="#000000" cellpadding="4" cellspacing="0" width="100%">
<tr>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Name,
 Age and Address</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Position(s)
 with</b><br><b> the Fund</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Term
 of Office</b><br><b> and Length of</b><br><b> Time Served</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Principal
</b><br><b> Occupations</b><br><b> During Past Five</b><br><b> Years</b></font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other
 Public</b><br><b> Directorships</b></font></td>
</tr>
<tr>
<td width="20%" valign="Top" align="left" nowrap><p style="margin-left:5px;"><font face="Times New Roman" size="2">Jack E. Fockler,
 Jr. (52)<br> 745 Fifth Avenue<br> New York, NY 10151</font></p></td>
<td width="20%" valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Vice President</font></p></td>
<td width="20%" valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td width="20%" valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Managing Director
and Vice President of Royce; and Vice President of RFS, having been
employed by Royce since October 1989.</font></p></td>
<td width="20%" valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
<tr>
<td valign="Top" align="left" nowrap><p style="margin-left:5px;"><font face="Times New Roman" size="2">W. Whitney
 George (52)<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Vice President</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Co-Chief
Investment Officer, Managing Director and Vice President of Royce,
 having been employed by Royce since October 1991.</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
<tr>
<td valign="Top" align="left" nowrap><p style="margin-left:5px;"><font face="Times New Roman" size="2">Daniel A.
 O&#146;Byrne (49)<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Vice President<br>
and Assistant<br>Secretary</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Principal
 and Vice President of Royce, having been employed by Royce since
 October 1986.</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
<tr>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">John E. Denneen
 (44)<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Secretary
 and<br>Chief Legal<br>Officer</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">General Counsel,
Principal, Chief Legal and Compliance Officer and Secretary of
Royce; Secretary and Chief Legal Officer of The Royce Funds.</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
<tr>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Lisa Curcio
 (51)<br>745 Fifth Avenue<br>New York, NY 10151</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Chief<br>
Compliance<br>Officer</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Since 2011</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">Chief Compliance
Officer of The Royce Funds (since October 2004) and Compliance Officer
<br>of Royce (since<br>June 2004).</font></p></td>
<td valign="Top" align="left"><p style="margin-left:5px;"><font face="Times New Roman" size="2">None</font></p></td>
</tr>
</table><br>
<DIV ALIGN="JUSTIFY"><font face="Times New Roman" size="2"><b>Code of Ethics and Related Matters</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce and
 each open and closed-end registered investment companies advised by Royce (&#147;The
 Royce Funds&#148;), including the Fund has adopted a Code of Ethics under Rule 17j-1
 under the 1940 Act under which directors (other than non-management directors),
 officers and employees of Royce and RFS (&#147;Royce-related persons&#148;) and
 interested trustees/directors, officers and employees of The Royce Funds are</font></div>
<p align="center"><font face="Times New Roman" size="2">14</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">generally prohibited from personal trading
 in any security which is then being purchased or sold or considered for purchase
 or sale by the Fund or any other Royce account. The Code of Ethics permits such
 persons to engage in other personal securities transactions if (i)&#160;the securities
 involved are certain debt securities, money market instruments/funds, shares of
 non-affiliated registered open-end investment companies or shares acquired from
 an issuer in a rights offering or under an automatic investment plan, including
 among other things, dividend reinvestment plans or employee-approved automatic payroll-deduction
 cash purchase plans, (ii)&#160;the transactions are either non-volitional or are effected
 in an account over which such person has no direct or indirect influence or control
 or (iii)&#160;they first obtain permission to trade from Royce&#146;s Compliance Officer
 and either an executive officer or Senior Portfolio Manager of Royce. The Code contains
 standards for the granting of such permission, and permission to trade will usually
 be granted only in accordance with such standards.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce&#146;s
 clients include several private investment companies in which Royce, Royce-related
 persons and/or other Legg Mason affiliates have (and, therefore, may be deemed to
 beneficially own) a share of up to 15% of the company&#146;s realized and unrealized
 net capital gains from securities transactions, but less than 25% of the company&#146;s equity interests. The Code of Ethics does not restrict transactions effected
 by Royce for such private investment company accounts, and transactions for such
 accounts are subject to Royce&#146;s allocation policies and procedures. See &#147;Brokerage
 Allocation and Other Practices &#151; Portfolio Transactions&#148;.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As of December
 31, 2010, Royce-related persons, interested trustees/directors, officers and employees
 of The Royce Funds and members of their immediate families beneficially owned shares
 of The Royce Funds having a total value of over $130&#160;million, and such persons beneficially
 owned equity interests in Royce-related private investment companies totaling approximately
 $14,549,675&#160;million.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Code of
 Ethics of the Fund can be reviewed and copied at the Commission&#146;s Public Reference
 Room in Washington, D.C. Information on the operations of the Reference Room may
 be obtained by calling the Commission at 202-551-8090. The Code of Ethics of the
 Fund is also available on the EDGAR database on the Commission&#146;s Internet web
 site at http://www.sec.gov. Copies of the Code of Ethics may also be obtained, after
 paying a duplicating fee, by electronic request at the following e-mail address:
 publicinfo@sec.gov, or by writing the Commission&#146;s Public Reference Room, Washington,
 D.C. 20549-0102.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Proxy Voting Policies and Procedures</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce has
 adopted written proxy voting policies and procedures (the &#147;Proxy Voting Procedures&#148;) for itself, the Funds and all The Royce Funds and clients accounts for which
 Royce is responsible for voting proxies. (A copy of the Proxy Voting Procedures
 is attached to this Statement of Additional Information as Exhibit A). The Board
 of Directors of the Fund has delegated all proxy voting decisions to Royce. In voting
 proxies, Royce is guided by general fiduciary principles. Royce&#146;s goal is to
 act prudently, solely in the best interest of the beneficial owners of the accounts
 it manages. Royce attempts to consider all factors of its vote that could affect
 the value of the investment and will vote proxies in the manner it believes will
 be consistent with efforts to enhance and/or protect stockholder value.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce personnel
 are responsible for monitoring receipt of all proxies and ensuring that proxies
 are received for all securities for which Royce has proxy voting responsibility.
 Royce divides proxies into &#147;regularly recurring&#148; and &#147;non-regularly
 recurring&#148; matters. Examples of regularly recurring matters include non-contested
 elections of directors and non-contested approvals of independent auditors. Regularly
 recurring matters are generally voted as recommended by the issuer&#146;s board
 of directors or management. Non-regularly recurring matters are brought to the attention
 of portfolio manager(s) for the applicable account(s) and, after giving consideration
 to advisories provided by an independent third party research firm, the portfolio
 manager(s) directs that such matters be voted in a way that he believes should better
 protect or enhance the value of the investment. If the portfolio manager determines
 that information relating to a proxy requires additional analysis, is missing, or
 is incomplete, the portfolio manager will give the proxy to an analyst or another
 portfolio manager for review and analysis. Under certain circumstances, Royce may
 vote against a proposal from the issuer&#146;s board of directors or management.
 Royce&#146;s portfolio managers decide these issues on a case-by-case basis. A Royce
 portfolio manager may, on occasion,</font></p>
<p align="center"><font face="Times New Roman" size="2">15</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">decide to abstain from voting a proxy or
 a specific proxy item when such person concludes that the potential benefit of voting
 is outweighed by the cost or when it is not in the client&#146;s best interest to
 vote.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">There may
 be circumstances where Royce may not be able to vote proxies in a timely manner,
 including, but not limited to (a)&#160;when certain securities are out on loan at the
 time of a record date, (b)&#160;when administrative or operational constraints impede
 the ability to cast a timely vote, such as late receipt of proxy voting information,
 and/or (c)&#160;when systems, administrative or processing errors occur (including errors
 by Royce or third party vendors).</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In furtherance
 of Royce&#146;s goal to vote proxies in the best interests of its client, Royce
 follows specific procedures outlined in the Proxy Voting Procedures to identify,
 assess and address material conflicts that may arise between Royce&#146;s interests
 and those of its clients before voting proxies on behalf of such clients. In the
 event such a material conflict of interest is identified, the proxy will be voted
 by Royce in accordance with the recommendation given by an independent third party
 research firm.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Information
 regarding how the Fund voted proxies relating to portfolio securities during the
 most recent 12-month period ended June 30 is available without charge upon request,
 by calling the Fund toll-free at (800) 221-4268 and on the Commission&#146;s Internet
 site at http://www.sec.gov.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item19"></a><b>Item 19. Control Persons and Principal Holders of Securities.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As of the
 date of this registration statement, there are no shares of Global Trust Common
 Stock outstanding. Royce Value Trust, Inc. (&#147;Value Trust&#148;), a diversified,
 closed-end management investment company incorporated under the laws of the state
 of Maryland, will contribute $100,000 of initial capital before the distribution
 of Global Trust Common Stock to holders of Value Trust Common Stock pursuant to
 a transaction whereby a portion of Value Trust&#146;s assets (which is anticipated
 to consist largely or exclusively of cash and short-term fixed income instruments)
 will be contributed to Global Trust, and then shares of common stock of Global Trust
 will be distributed to common stockholders in the form of a dividend. Value Trust
 has represented that these shares will be, purchased for investment purposes only
 and that they will be sold only pursuant to a registration statement under the 1933
 Act or an applicable exemption therefrom. The address of Value Trust is 745 Fifth
 Avenue, New York, New York 10151.</font></div>
<p align="justify"><font face="Times New Roman" size="2"><a name="item20"></a><b>Item 20. Investment Advisory and Other Services.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Investment Management</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce serves
 as the investment adviser to Global Trust pursuant to an investment advisory agreement
 with the Fund (the &#147;Investment Advisory Agreement&#148;). Royce (which term
 as used in this registration statement includes its corporate predecessor), a Delaware
 limited liability company, is an investment advisory firm whose predecessor was
 organized in February 1967. Royce is registered as an investment adviser under the
 Investment Advisers Act of 1940, as amended. The Board of Directors of Global Trust,
 including all of the Directors who are not &#147;interested persons&#148; of the
 Fund under the 1940 Act, approved Royce as the investment adviser of Global Trust
 in February, 2011. Royce also serves as investment adviser to other management investment
 companies and institutional accounts. As of May 31, 2011, Royce managed approximately
 $44&#160;billion in assets for Global Trust and other client accounts. Royce&#146;s principal
 business address is 745 Fifth Avenue, New York, NY 10151.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">On October
 1, 2001, Royce became an indirect wholly-owned subsidiary of Legg Mason, Inc. (&#147;Legg Mason&#148;). On March 31, 2002, Royce&#146;s corporate predecessor was
 merged into Royce Holdings, LLC (a wholly-owned subsidiary of Legg Mason), which
 then changed its name to Royce &#038; Associates, LLC. Founded in 1899, Legg
 Mason is a publicly-held financial services company primarily engaged in providing
 asset management, securities brokerage, investment banking and related financial
 services through its subsidiaries. As of January 31, 2011, Legg Mason&#146;s asset
 management subsidiaries had aggregate assets under management of approximately $672&#160;billion.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Under Global
 Trust&#146;s Articles of Incorporation, as amended and supplemented (the &#147;Charter&#148;), and Maryland law, the Fund&#146;s business and affairs are managed under
 the direction of its Board of</font></p>
<p align="center"><font face="Times New Roman" size="2">16</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">Directors. Investment decisions for the
 Fund are made by Royce, subject to any direction it may receive from the Fund&#146;s
 Board of Directors, which periodically reviews the Fund&#146;s investment performance.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Investment Advisory Agreements</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Under the
 Investment Advisory Agreement between Global Trust and Royce, Royce (i)&#160;determines
 the composition of the Fund&#146;s portfolio, the nature and timing of the changes
 in it and the manner of implementing such changes, subject to any directions it
 may receive from the Fund&#146;s Board of Directors; (ii)&#160;provides the Fund with
 investment advisory, research and related services for the investment of its assets; and (iii)&#160;pays expenses
 incurred in performing its investment advisory duties under
 the Investment Advisory Agreement.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Fund pays
 all administrative and other costs and expenses attributable to its operations and
 transactions, including, without limitation, transfer agent and custodian fees; legal, administrative
 and clerical services; rent for its office space and facilities; auditing; preparation, printing
 and distribution of its prospectuses, proxy statements,
 shareholder reports and notices; supplies and postage; Federal and state registration
 fees; Federal, state and local taxes; non-affiliated directors&#146; fees; and brokerage
 commissions. Please see the section of this Statement of Additional Information
 entitled, &#147;Administration Agreement&#148; for more information.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Pursuant to
 its terms, the Investment Advisory Agreement will have, an initial term of two years,
 and each continues from year to year thereafter if approved annually (i)&#160;by the
 Board or by the holders of a majority of its outstanding voting securities and (ii)&#160;by
 a majority of the Directors who are not &#147;interested persons&#148; (as defined
 in the 1940 Act) of any party to the Investment Advisory Agreement, by vote cast
 in person at a meeting called for the purpose of voting on such approval. The Investment
 Advisory Agreement may be terminated by the Fund at any time, without penalty, on
 60 days&#146; written notice, and will automatically terminate in the event of its &#147;assignment&#148; (as defined
 in the 1940 Act).</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Advisory Fee</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As compensation
 for its services under the Investment Advisory Agreement, Global Trust will pay
 Royce a monthly fee equal to 1/12 of 1.25% (1.25% on an annualized basis) of the
 average net assets of the Fund for each month during the term of the investment
 advisory 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.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Because the
 fee is computed based on the Fund&#146;s net assets and not on its total assets,
 Royce will not receive any fee in respect of those assets of the Fund equal to the
 aggregate unpaid principal amount of any indebtedness of the Fund. However, because
 preferred stock is a form of equity for these purposes, Royce will receive a fee
 in respect of any assets of the Fund equal to the initial liquidation preference
 of and any potential redemption premium for any preferred stock that may be issued
 and sold by the Fund.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Because Royce&#146;s fee is based on the average net assets of the Fund (including net assets
 applicable to both Global Trust Common Stock and Global Trust Preferred Stock),
 Royce would generally benefit from the Fund&#146;s issuance of preferred stock.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Custodian</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">State Street
 Bank and Trust Company (&#147;State Street&#148;) is the custodian for the securities,
 cash and other assets of the Fund but it does not participate in the Fund&#146;s
 investment decisions. The Fund has authorized State Street to deposit certain domestic
 and foreign portfolio securities in several central depository systems and to use
 foreign sub-custodians for certain foreign portfolio securities, as allowed by Federal
 law. State Street&#146;s main office is at John Adams Building, 2 North, 1776 Heritage
 Drive, North Quincy, MA 02171.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">State Street
 is responsible for calculating the Fund&#146;s daily net asset value per share and
 for maintaining its portfolio and general accounting records and also provides certain
 shareholder services.</font></p>
<p align="center"><font face="Times New Roman" size="2">17</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<div align="justify"><font face="Times New Roman" size="2"><b>Transfer Agent</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Computershare
 Trust Company, N.A., PO Box 43010, Providence, RI 02940-3010, is the transfer agent,
 dividend-paying agent and registrar for the Fund&#146;s shares, but it does not
 participate in the Fund&#146;s investment decisions.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Independent Registered Public Accounting Firm</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">[&#160;&#160;&#160;&#160;], whose
 address is [&#160;&#160;&#160;&#160;], is the Fund&#146;s independent registered public accounting firm,
 providing audit services, tax return preparation and assistance and consultation
 in connection with the review of various Securities and Exchange Commission filings.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Administration Agreement</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 and Royce also have entered into an administration agreement (the &#147;Administration
 Agreement&#148;). Under the terms of the Administration Agreement, Royce provides
 the Fund with, among other things, administrative, professional, compliance and
 clerical services; necessary personnel, office space and facilities and equipment; preparation of
 its prospectuses, statements of additional information and proxy
 statements, stockholders&#146; reports and notices and other reports and filings
 made to and with the Securities Exchange Commission and/or other regulators; administering
 stockholder accounts, handling stockholder relations and such other services as
 Royce, subject to the Fund&#146;s Board of Directors, shall from time to time determine
 to be necessary or useful to perform its obligations under the terms of the Administration
 Agreement. Royce also, on behalf of the Fund, conducts relations with custodians,
 depositories, transfer agents, dividend disbursing agents, other stockholder servicing
 agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries,
 insurers, banks and other such persons in any such other capacity deemed to be necessary
 or desirable. Royce does not receive a fee under the terms of the Administration
 Agreement but rather is reimbursed by the Fund on a monthly, or more frequent basis,
 for any and all costs and expenses that it may incur in providing services under
 the Administration Agreement, including, without limitation, the costs and expenses
 relating to necessary personnel, rent, telephone, technology and supplies.</font></div>
<p align="justify"><font face="Times New Roman" size="2"><a name="item21"></a><b>Item 21. Portfolio Manager Information.<br></b></font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item21oam"></a><b>Item 21.1. Other Accounts Managed.</b></font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Charles M.
 Royce is the primary portfolio manager of Global Trust. David Nadel is the assistant
 portfolio manager for Global Trust.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><i>Other Funds
 and Accounts Managed</i>. The following table sets forth information about funds
 and accounts other than the Fund for which the Fund&#146;s portfolio managers are
 primarily responsible for the day-to-day portfolio management as of December 31,
 2010.</font></p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" colspan="5" align="center"><font face="Times New Roman" size="2"><b>Number of Other Accounts Managed and</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" colspan="5" align="center"><font face="Times New Roman" size="2"><b>Number of Accounts and Assets for Which the </b></font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" colspan="5" align="center"><font face="Times New Roman" size="2"><b>Assets by Account Type</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" colspan="5" align="center"><font face="Times New Roman" size="2"><b>Advisory Fee is Performance-Based</b></font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" colspan="5"><hr size="1" color="#000000" noshade></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" colspan="5"><hr size="1" color="#000000" noshade></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Names
 of</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Registered
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Pooled
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Registered
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Pooled
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Portfolio
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Investment
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Investment
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Investment
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Investment
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Other
</b></font></td>
</tr>
<tr>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Managers
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Companies
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Vehicles
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Accounts
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Companies
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Vehicles
</b></font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2"><b>Accounts
</b></font></td>
</tr>
<tr>
<td valign="bottom"><hr size="1" color="#000000" noshade></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom"><hr size="1" color="#000000" noshade></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom"><hr size="1" color="#000000" noshade></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom"><hr size="1" color="#000000" noshade></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom"><hr size="1" color="#000000" noshade></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom"><hr size="1" color="#000000" noshade></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom"><hr size="1" color="#000000" noshade></td>
</tr>
<tr>
<td nowrap width="7%" valign="bottom" align="left"><font face="Times New Roman" size="2">Charles M. Royce</font></td>
<td width="5%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="7%" valign="bottom" align="center"><font face="Times New Roman" size="2">17</font></td>
<td width="5%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="7%" valign="bottom" align="center"><font face="Times New Roman" size="2">2</font></td>
<td width="5%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="7%" valign="bottom" align="center"><font face="Times New Roman" size="2">11</font></td>
<td width="5%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="7%" valign="bottom" align="center"><font face="Times New Roman" size="2">5</font></td>
<td width="5%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="7%" valign="bottom" align="center"><font face="Times New Roman" size="2">1</font></td>
<td width="5%"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="7%" valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$20,291,470,354</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$37,416,000</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$47,010,565</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$1,762,244,769</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$34,249,000</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
</tr>
<tr>
<td colspan="13"><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td nowrap valign="bottom" align="left"><font face="Times New Roman" size="2">David Nadel</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">10</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">2</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">2</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$3,629,168,326</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$10,613,000</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">$1,342,234,356</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="center"><font face="Times New Roman" size="2">None</font></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">18</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p><font face="Times New Roman" size="2"><b>Potential Conflicts of Interest<br></b><div align="justify" style="text-indent:45px;">The fact
 that a Portfolio Manager has day-to-day management responsibility for more
 than one client account may create actual, potential or only apparent conflicts
 of interest. For example, the Portfolio Manager may have an opportunity to purchase
 securities of limited availability. In this circumstance, the Portfolio Manager
 is expected to review each account&#146;s investment guidelines, restrictions, tax
 considerations, cash balances, liquidity needs and other factors to determine the
 suitability of the investment for each account and to ensure that his or her managed
 accounts are treated equitably. The Portfolio Manager may also decide to purchase
 or sell the same security for multiple managed accounts at approximately the same
 time. To address any conflicts that this situation may create, the Portfolio Manager
 will generally combine managed account orders (i.e., enter a &#147;bunched&#148; order) in an
 effort to obtain best execution or a more favorable commission rate.
 In addition, if orders to buy or sell a security for multiple accounts managed by
 common Portfolio Managers on the same day are executed at different prices or commission
 rates, the transactions will generally be allocated by Royce to each of such managed
 accounts at the weighted average execution price and commission. In circumstances
 where a pre-allocated bunched order is not completely filled, each account will
 normally receive a pro-rated portion of the securities based upon the account&#146;s
 level of participation in the order. Royce may under certain circumstances allocate
 securities in a manner other than pro-rata if it determines that the allocation
 is fair and equitable under the circumstances and does not discriminate against
 any account. See also, &#147;Brokerage Allocation and Other Practices &#151; Portfolio
 Transactions&#148; below.</font></div></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As described above, there is a revenue-based
 component of each Portfolio Manager&#146;s Performance-Related Variable Compensation
 and the Portfolio Managers also receive Firm-Related Variable Compensation based
 on revenues (adjusted for certain imputed expenses) generated by Royce. In addition,
 Charles M. Royce and W. Whitney George receive variable compensation based on Royce&#146;s retained pre-tax profits from operations. As a result, the Portfolio Managers
 may receive a greater relative benefit from activities that increase the value to
 Royce of the Funds and/or other Royce client accounts, including, but not limited
 to, increases in sales of The Royce Funds shares and assets under management.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Also, as described above, the Portfolio
 Managers generally manage more than one client account, including, among others,
 registered investment company accounts, separate accounts and private pooled accounts
 managed on behalf of institutions (e.g., pension funds, endowments and foundations)
 and for high-net-worth individuals. The appearance of a conflict of interest may
 arise where Royce has an incentive, such as a performance-based management fee (or
 any other variation in the level of fees payable by Funds or other Royce client
 accounts to Royce), which relates to the management of one or more Funds or accounts
 with respect to which the same Portfolio Manager has day-to-day management responsibilities.
 Except as described below, no Royce Portfolio Manager&#146;s compensation is tied
 to performance fees earned by Royce for the management of any one client account.
 Although variable and other compensation derived from Royce revenues or profits
 is impacted to some extent, the impact is relatively minor given the small percentage
 of Royce firm assets under management for which Royce receives performance-measured
 revenue. Notwithstanding the above, the Performance-Related Variable Compensation
 paid to Charles M. Royce as Portfolio Manager of two registered investment company
 accounts (Value Trust and Micro-Cap Trust) is based, in part, on performance-based
 fee revenues. Value Trust and Micro-Cap Trust pay Royce a fulcrum fee that is adjusted
 up or down depending on the performance of the Fund relative to its benchmark index.
 In addition, five other registered investment company accounts, Royce Select Fund
 I, Royce Select Fund II, Royce Global Select Fund, Royce SMid-Cap Select Fund and
 Royce Opportunity Select Fund, series of the Royce Fund, each pay Royce a performance-based
 fee.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Finally, conflicts of interest may arise
 when a Portfolio Manager personally buys, holds or sells securities held or to be
 purchased or sold for a Fund or other Royce client account or personally buys, holds
 or sells the shares of one or more of The Royce Funds. To address this, Royce has
 adopted a written Code of Ethics designed to prevent and detect personal trading
 activities that may interfere or conflict with client interests (including Fund
 stockholders&#146; interests). See &#147;Management &#151; Code of Ethics and Related
 Matters&#148; above. Royce generally does not permit its Portfolio Managers to purchase
 small- or micro-cap securities in their personal investment portfolios.</font></p>
<p align="center"><font face="Times New Roman" size="2">19</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce and
 each of the Funds have adopted certain compliance procedures which are designed
 to address the above-described types of conflicts. However, there is no guarantee
 that such procedures will detect each and every situation in which a conflict arises.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item21cs"></a><b>Item 21.2. Compensation Structure.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce seeks to maintain a compensation program that is competitively positioned
 to attract and retain high-caliber investment professionals. All Royce portfolio
 managers (&#147;Portfolio Managers&#148;) receive from Royce a base salary, Performance-Related
 Variable Compensation (generally the largest element of each Portfolio Manager&#146;s
 compensation with the exception of Charles M. Royce), Firm-Related Variable Compensation
 based primarily on registered investment company and other client account revenues
 generated by Royce and a benefits package. Portfolio Manager compensation is reviewed
 and may be modified from time to time as appropriate to reflect changes in the market,
 as well as to adjust the factors used to determine variable compensation. Except
 as described below, each Portfolio Manager&#146;s compensation consists of the following
 elements:</font></div>
<br>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="1%" valign="top" align="left"><font face="Times New Roman" size="2">&#149;</font></td>
<td width="2%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><div align="justify"><font face="Times New Roman" size="2">BASE SALARY.
 Each Portfolio Manager is paid a base salary. In setting the base salary, Royce
 seeks to be competitive in light of the particular Portfolio Manager&#146;s experience
 and responsibilities.</font></div></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">&#149;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><div align="justify"><font face="Times New Roman" size="2">PERFORMANCE-RELATED
 VARIABLE COMPENSATION. Each Portfolio Manager receives quarterly Performance-Related
 Variable Compensation that is either asset-based, or revenue-based and therefore
 in part based on the value of the net assets of the account for which he or she
 is being compensated, determined with reference to each of the registered investment
 company and other client accounts they are managing. The revenue used to determine
 the quarterly Performance-Related Variable Compensation received by Charles M. Royce
 that relates to each of Royce Micro-Cap Trust, Inc. (&#147;Micro-Cap Trust&#148;)
 and Value Trust is performance-based fee revenue. For all Portfolio Managers, the
 Performance-Related Variable Compensation applicable to the registered investment
 company accounts managed by the Portfolio Manager is subject to downward adjustment
 or elimination based on a combination of 3-year, 5-year and 10-year risk-adjusted
 pre-tax returns of such accounts relative to all small-cap objective funds with
 three years of history tracked by Morningstar (as of December 31, 2010 there were
 365 such funds tracked by Morningstar), the 5-year absolute returns of such accounts
 relative to 5-year U.S. Treasury Notes and absolute returns over the prior full
 market cycle and current cycle to date vs. the accounts&#146; benchmark. The Performance-Related
 Variable Compensation applicable to non-registered investment company accounts managed
 by a Portfolio Manager, and to Royce Select Funds, is not subject to performance-related
 adjustment. Payment of the Performance-Related Variable Compensation may be deferred,
 and any amounts deferred are forfeitable, if the Portfolio Manager is terminated
 by Royce with or without cause or resigns. The amount of the deferred Performance-Related
 Variable Compensation will appreciate or depreciate during the deferral period,
 based on the total return performance of one or more Royce-managed registered investment
 company accounts selected by the Portfolio Manager at the beginning of the deferral
 period. The amount deferred will depend on the Portfolio Manager&#146;s total direct,
 indirect beneficial and deferred unvested investments in the Royce registered investment
 company account for which he or she is receiving portfolio management compensation.</font></div></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">&#149;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><div align="justify"><font face="Times New Roman" size="2">FIRM-RELATED
 VARIABLE COMPENSATION. Each Portfolio Manager receives quarterly variable compensation
 based on Royce&#146;s net revenues.</font></div></td>
</tr>
<tr>
<td valign="top" align="left"><font face="Times New Roman" size="2">&#149;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><div align="justify"><font face="Times New Roman" size="2">BENEFIT PACKAGE.
 Each Portfolio Manager also receives benefits standard for all Royce employees,
 including health care and other insurance benefits, and participation in Royce&#146;s
 401(k) Plan and Money Purchase Pension Plan. From time to time, on a purely discretionary
 basis, Portfolio Managers may also receive options to acquire stock in Royce&#146;s
 parent company, Legg Mason, Inc. Those options typically represent a relatively
 small portion of a Portfolio Managers&#146; overall compensation.</font></div></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="top" colspan="4" align="left"><div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Charles M. Royce, in
 addition to the above-described compensation, also receives
 variable compensation based on Royce&#146;s retained pre-tax operating profit.
 This variable compensation, along with the Performance-Related Variable Compensation
 and Firm-Related Variable Compensation, generally represents the most significant
 element of Mr.&#160;Royce&#146;s compensation. A portion of the above-described compensation
 payable to Mr.&#160;Royce relates to his responsibilities as Royce&#146;s Chief Executive
 Officer, Co-Chief Investment Officer and President of The Royce Funds.</font></div></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">20</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<div align="justify"><font face="Times New Roman" size="2"><a name="item21os"></a><b>Item 21.3. Ownership of Securities.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As of the
 date of this SAI, none of the portfolio managers of Global Trust own any equity
 securities of Global Trust because it is a newly organized, closed-end investment
 company.</font></div>
<br>
<div align="justify"><font face="Times New Roman" size="2"><a name="item22"></a><b>Item 22. Brokerage Allocation and Other Practices.<br><br>Portfolio Transactions</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce is responsible for selecting
 the brokers who effect the purchases and sales of the Fund&#146;s portfolio securities.
 Royce does not select a broker to effect a securities transaction for the Fund unless
 Royce believes such broker is capable of obtaining the best execution for the security
 involved in the transaction. Best execution is comprised of several factors, including
 the liquidity of the market for the security, the commission charged, the promptness
 and reliability of execution, priority accorded the order and other factors affecting
 the overall benefit obtained.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In addition to considering a broker&#146;s
 execution capability, Royce generally considers the research and brokerage services
 which the broker has provided to it, including any research relating to the security
 involved in the transaction and/or to other securities. Royce may use commission
 dollars generated by agency transactions for the Funds and its other client accounts
 to pay for such services. Research services that may be paid for in this way assist
 Royce in carrying out its investment decision-making responsibilities. They may
 include general economic research, market and statistical information, industry
 and technical research, strategy and company research, advice as to the availability
 of securities or purchasers or sellers of a particular security, research related
 to performance measurement, and may be written or oral. Brokerage services that
 may be paid for in this way include effecting securities transactions and incidental
 functions such as clearance, settlement and custody.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Royce is authorized, in accordance with
 Section 28(e) of the Securities Exchange Act of 1934, as amended (the &#147;1934
 Act&#148;) and under its Investment Advisory Agreement with the Fund, to cause the
 Fund to pay brokerage commissions in excess of those which another broker might
 have charged for effecting the same transaction, in recognition of the value of
 research and brokerage services provided to Royce by the broker. Thus, the Fund
 generally pays higher commissions to those brokers who provide both such research
 and brokerage services than those who provide only execution services. Royce determines
 the overall reasonableness of brokerage commissions paid based on prevailing commission
 rates for similar transactions and the value it places on the research and/or brokerage
 services provided to it by the broker, viewed in terms of either the particular
 transaction or Royce&#146;s overall responsibilities with respect to its accounts.
 Liquidity rebates and payments for order flow are not considered by Royce to be
 significant factors when selecting brokers and setting broker commission rates.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Research and brokerage services furnished
 by brokers through whom the Fund effects securities transactions may be used by
 Royce in servicing all of its accounts, and Royce may not use all of such services
 in connection with the Fund. Moreover, Royce&#146;s receipt of these services does
 not reduce the investment advisory fees payable to Royce, even though Royce might
 otherwise be required to purchase some of them for cash. Royce may, therefore, be
 viewed as having a conflict of interest relating to its obtaining such research
 services with Fund and other client account commission dollars.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In some cases Royce may receive a service
 from a broker that has both a &#147;research/brokerage&#148; and a &#147;non-research/non-brokerage&#148; use. When this occurs, Royce makes a good faith allocation between the research/brokerage
 and non-research/non-brokerage use of the service. Only the portion of the service
 that is used for research/brokerage purposes may be paid for with commission dollars.
</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Even though Royce makes investment decisions
 for the Fund independently from those for the other accounts managed by Royce, Royce
 frequently purchases, holds or sells securities of the same issuer for more than
 one Royce account because the same security may be suitable for more than one of
 them. When Royce is purchasing or selling the same security for more than one Royce
 account managed by the same primary portfolio manager on the same trading day, Royce
 generally seeks to average the transactions as to price and allocate them as to
 amount in a manner believed by Royce to be equitable to each. Royce generally effects
 such purchases and sales of the same security pursuant to Royce&#146;s Trade Allocation
 Guidelines and Procedures.</font></p>
<p align="center"><font face="Times New Roman" size="2">21</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Under such
 Guidelines and Procedures, Royce places and executes unallocated orders with broker-dealers
 during the trading day and then allocates the securities purchased or sold in such
 transactions to one or more of Royce&#146;s accounts at or shortly following the
 close of trading, generally using the average net price obtained by accounts with
 the same primary portfolio manager. Royce does such allocations based on a number
 of judgmental factors that it believes should result in fair and equitable treatment
 to those of its accounts for which the securities may be deemed suitable. In some
 cases, this procedure may adversely affect the price paid or received by the Fund
 or the size of the position obtained for the Fund.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">From time
 to time, one or more of Royce&#146;s portfolio managers may sell short or purchase
 long a security for the client accounts that he manages even though one or more
 other portfolio managers may have or acquire an opposite position in this same security
 for the client accounts that they manage. In addition, from time to time, two portfolio
 managers with independent investment discretion over separate portions of the Fund&#146;s portfolio may place opposite direction trades for the Fund in the same security
 on the same day or within a short period of time of one another. Although Royce
 has taken certain steps designed to minimize the circumstances under which this
 will occur, it nevertheless could result in adverse tax consequences to the Fund&#146;s taxable stockholders.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item23"></a><b>Item 23. Tax Status.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The following
 discussion is a brief summary of certain U.S. federal income tax considerations
 affecting Global Trust and its stockholders. The discussion reflects applicable
 tax laws of the United States as of the date of this registration statement, which
 tax laws may be changed or subject to new interpretations by the courts or the Internal
 Revenue Service (the &#147;IRS&#148;) retroactively or prospectively. No attempt
 is made to present a detailed explanation of all U.S. federal, state, local and
 foreign tax concerns affecting Global Trust and its stockholders (including stockholders
 owning a large position in Global Trust), and the discussions set forth herein do
 not constitute tax advice. Investors are urged to consult their own tax advisers
 to determine the tax consequences to them of investing in Global Trust.</font></div>
<br>
<div align="justify"><font face="Times New Roman" size="2"><b>Taxation of the Fund</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 intends to elect to and qualify as a regulated investment company under Subchapter
 M of the Code (a &#147;RIC&#148;). Accordingly, the Fund must or will, as the case
 may be, among other things, (i)&#160;derive in each taxable year at least 90% of its
 gross income from (a)&#160;dividends, interest (including tax-exempt interest), payments
 with respect to certain securities loans, and gains from the sale or other disposition
 of stock, securities or foreign currencies, or other income (including but not limited
 to gain from options, futures and forward contracts) derived with respect to its
 business of investing in such stock, securities or currencies and (b)&#160;net income
 derived from interests in certain &#147;publicly traded partnerships&#148; (as defined
 for U.S. federal income tax purposes) that derive less than 90% of their gross income
 from the items described in (a)&#160;above (each a &#147;Qualified Publicly Traded Partnership&#148;); and (ii)&#160;diversify its holdings so that, at the end of each quarter of each
 taxable year (a)&#160;at least 50% of the value of its total assets is represented by
 cash and cash items, U.S. government securities, the securities of other regulated
 investment companies and other securities, with such other securities limited, in
 respect of any one issuer, to an amount not greater than 5% of the value of a fund&#146;s total assets and not more than 10% of the outstanding voting securities of
 such issuer and (b)&#160;not more than 25% of the value of a fund&#146;s total assets
 is invested in the securities of (I)&#160;any one issuer (other than U.S. government
 securities and the securities of other RICs), (II)&#160;any two or more issuers in which
 a fund owns 20% or more of the voting securities and that are determined to be engaged
 in the same business or similar or related trades or businesses or (III)&#160;any one
 or more Qualified Publicly Traded Partnerships.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If a RIC fails a gross income test for
 any taxable year, it nevertheless may qualify as a RIC for such year if it is entitled
 to relief under certain savings provisions of the Code and pays a penalty tax. The
 savings provisions generally will be available if (i)&#160;after the RIC identifies such
 failure, it files a schedule with the IRS describing each item of gross income for
 such taxable year that fails the gross income tests, and (ii)&#160;the RIC&#146;s failure
 to meet the test was due to reasonable cause and not due to willful neglect. The
 penalty tax equals the amount (if any) by which the gross income that fails the
 RIC gross income test exceeds 1/9 of the RIC gross income that satisfies the RIC
 gross income test.</font></p>
<p align="center"><font face="Times New Roman" size="2">22</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Similarly,
 if a RIC fails to meet an asset test, the RIC will not lose its RIC status if (i)&#160;once
 the RIC identifies the failure, the RIC describes each asset that caused the
 failure in a schedule filed with the IRS; (ii)&#160;the failure is due to reasonable
 cause and not willful neglect; (iii)&#160;within six months of the close of the quarter
 in which the RIC identifies the failure, the RIC either disposes of the asset or
 otherwise passes the asset test; and (iv)&#160;unless the failure is a &#147;de minimis&#148; failure, the RIC
 pays a tax in an amount equal to the greater of (a)&#160;$50,000,
 or (b)&#160;the amount equal to the product of (I)&#160;the net income generated by the non-qualifying
 assets during the period of failure, and (II)&#160;the highest rate of corporate income
 tax. A failure of the asset test is &#147;de minimis&#148; if the total value of
 the non-qualifying assets does not exceed the lesser of (i)&#160;1% of the total value
 of the RIC&#146;s assets, and (ii)&#160;$10,000,000.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The investments
 of Global Trust in partnerships, including Qualified Publicly Traded Partnerships,
 may result in the Fund being subject to state, local, or foreign income, franchise
 or withholding tax liabilities.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As a RIC,
 the Fund generally is not, or will not be, as the case may be, subject to U.S. federal
 income tax on income and gains that it distributes each taxable year to stockholders,
 provided it distributes at least 90% of the sum of its (i)&#160;investment company taxable
 income (which includes, among other items, dividends, interest and the excess of
 any net short-term capital gain over net long-term capital loss and other taxable
 income, other than any net long-term capital gain, reduced by deductible expenses)
 determined without regard to the deduction for dividends paid and (ii)&#160;its net tax-exempt
 interest (the excess of its gross tax-exempt interest over certain disallowed deductions).
 The Fund intends to distribute at least annually substantially all of such income.
</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Amounts not
 distributed on a timely basis in accordance with a calendar year distribution requirement
 are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax,
 Global Trust must or will, as the case may be, distribute during each calendar year
 an amount at least equal to the sum of (i)&#160;98% of its ordinary income (not taking
 into account any capital gain or loss) for the calendar year, (ii)&#160;98.2% of its
 capital gain in excess of its capital loss (adjusted for certain ordinary losses)
 for a one-year period generally ending on October 31 of the calendar year (unless
 an election is made to use the Fund&#146;s fiscal year), and (iii)&#160;certain undistributed
 amounts from previous years on which the fund paid no federal income tax. While
 the Fund intends to distribute any income and capital gain in the manner necessary
 to minimize imposition of the 4% excise tax, there can be no assurance that sufficient
 amounts of the Fund&#146;s taxable income and capital gain will be distributed to
 avoid entirely the imposition of the tax. In that event, the Fund will be liable
 for the tax only on the amount by which it does not meet the foregoing distribution
 requirement.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">A distribution
 will be treated as paid by the Fund during the calendar year if it is (i)&#160;paid during
 the calendar year or (ii)&#160;declared by the Fund in October, November or December
 of the year, payable to its stockholders of record on a date during such a month
 and paid by the Fund during January of the following year. Any such distributions
 paid during January of the following year will be deemed to be received no later
 than December 31 of the year the distributions are declared, rather than when the
 distributions are received.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If the Fund
 were unable to satisfy the 90% distribution requirement or, notwithstanding the
 savings provisions of the Code, otherwise were to fail to qualify as a RIC in any
 year, it would be taxed in the same manner as an ordinary corporation and distributions
 to the Fund&#146;s stockholders would not be deductible by the Fund in computing
 its taxable income. To re-qualify to be taxed as a RIC in a subsequent year, the
 Fund would be required to distribute to its stockholders its earnings and profits
 attributable to its non-RIC years. In addition, if the Fund failed to qualify as
 a RIC for a period greater than two taxable years, it would be required to elect
 to recognize and pay tax on any net built-in gain (the excess of aggregate gain,
 including items of income, over aggregate loss that would have been realized if
 the Fund had been liquidated) or, alternatively, be subject to taxation on such
 built-in gain recognized for a period of ten years, in order to qualify as a RIC
 in a subsequent year.</font></p>
<p align="center"><font face="Times New Roman" size="2">23</font></p>
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<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Gain or loss
 on the sales of securities by the Fund will generally be long-term capital gain
 or loss if the securities have been held by the Fund for more than one year. Gain
 or loss on the sale of securities held for one year or less will be short-term capital
 gain or loss.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Foreign currency
 gain or loss on non-U.S. dollar-denominated securities and on any non-U.S. dollar-denominated
 futures contracts, options and forward contracts that are not section 1256 contracts
 (as defined below) generally will be treated as ordinary income and loss.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Investments
 by Global Trust in certain &#147;passive foreign investment companies&#148; (&#147;PFICs&#148;) could subject the Fund to federal income tax (including interest charges)
 on certain distributions or dispositions with respect to those investments that
 cannot be eliminated by making distributions to stockholders. Elections may be available
 to the Fund to mitigate the effect of this tax provided that the PFIC complies with
 certain reporting requirements, but such elections generally accelerate the recognition
 of income without the receipt of cash. Dividends paid by PFICs will not qualify
 for the reduced tax rates discussed below under &#147;Taxation of Stockholders.&#148;</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The Fund may
 invest in debt obligations purchased at a discount with the result that the Fund
 may be required to accrue income for U.S. federal income tax purposes before amounts
 due under the obligations are paid. The Fund may also invest in securities rated
 in the medium to lower rating categories of nationally recognized rating organizations,
 and in unrated securities (&#147;high yield securities&#148;). A portion of the
 interest payments on such high yield securities may be treated as dividends for
 certain U.S. federal income tax purposes.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">As a result
 of investing in stock of PFICs or securities purchased at a discount or any other
 investment that produces income that is not matched by a contemporaneous cash distribution,
 the Fund could be required to include in taxable income amounts it has not yet received.
 Any such income would be treated as income earned by the Fund and therefore would
 be subject to the distribution requirements of the Code. This might prevent the
 Fund from distributing 90% of its investment company taxable income as is required
 in order to avoid fund-level federal income taxation on all of its income, or might
 prevent the Fund from distributing enough ordinary income and capital gain net income
 to avoid completely the imposition of the excise tax. To avoid this result, the
 Fund may be required to borrow money or dispose of securities to be able to make
 distributions to its stockholders.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If Global
 Trust does not meet the asset coverage requirements of the 1940 Act, the Fund will
 be required to suspend distributions to the holders of common shares until the asset
 coverage is restored. Such a suspension of distributions might prevent the Fund
 from distributing 90% of its investment company taxable income as is required in
 order to avoid fund-level federal income taxation on all of its income, or might
 prevent the Fund from distributing enough income and capital gain net income to
 avoid completely imposition of the excise tax.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Certain of
 the Fund&#146;s investment practices are subject to special and complex U.S. federal
 income tax provisions that may, among other effects, (i)&#160;disallow, suspend or otherwise
 limit the allowance of certain losses or deductions, (ii)&#160;convert lower taxed long-term
 capital gains into higher taxed short-term capital gains or ordinary income, (iii)&#160;convert
 ordinary loss or a deduction into capital loss (the deductibility of which
 is more limited), (iv)&#160;cause the Fund to recognize income or gain without a corresponding
 receipt of cash, (v)&#160;adversely change the date on which a purchase or sale of stock
 or securities is deemed to occur, (vi)&#160;adversely change the characterization of
 certain complex financial transactions and (vii)&#160;produce income that will not qualify
 as good income for purposes of the 90% annual gross income test described above.
 Global Trust will monitor its transactions and may make certain tax elections to
 mitigate the effect of these rules and prevent disqualification of the Fund as a
 regulated investment company.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Foreign Taxes</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Since Global Trust
 may invest in foreign securities, income from such securities may be subject to
 non-U.S. taxes. The Fund expects to invest less than 50% of its total assets in
 foreign securities. As long as the Fund continues to invest less than 50% of its
 assets in foreign securities, its stockholders will be</font></div>
<p align="center"><font face="Times New Roman" size="2">24</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">unable to claim the foreign tax deduction
 or foreign tax credit with respect to certain foreign taxes paid by the Fund.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Taxation of Stockholders</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global
 Trust will determine either to distribute or to retain for reinvestment all or part
 of its net capital gain. Any such gain retained by the Fund will be subject to a
 35% tax. In that event, the Fund expects to designate the retained amount as undistributed
 capital gain in a notice to its stockholders, each of whom (i)&#160;will be required
 to include in income for tax purposes as long-term capital gain its share of such
 undistributed amounts, (ii)&#160;will be entitled to credit its proportionate share of
 the tax paid by the Fund against its federal income tax liability and to claim refunds
 to the extent that the credit exceeds such liability and (iii)&#160;will increase its
 basis in its shares of the Fund by an amount equal to 65% of the amount of undistributed
 capital gain included in such stockholder&#146;s gross income.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Distributions paid by the Fund from its
 investment company taxable income, which includes net short-term capital gain, generally
 are taxable as ordinary income to the extent of the Fund&#146;s earnings and profits.
 Such distributions, if reported by the Fund in a written statement furnished to
 its stockholders, may, however, qualify (provided holding period and other requirements
 are met by the Fund and its stockholders) (i)&#160;for the dividends received deduction
 available to corporations, but only to the extent that the Fund&#146;s income consists
 of dividend income from U.S. corporations and (ii)&#160;for taxable years through December
 31, 2012, as qualified dividend income eligible for the reduced maximum federal
 tax rate available to individuals (generally 15%) but only to the extent that the
 Fund receives qualified dividend income. Qualified dividend income is, in general,
 dividend income from taxable domestic corporations and certain qualified foreign
 corporations (for example, foreign corporations incorporated in a possession of
 the United States or in certain countries with a qualifying comprehensive tax treaty
 with the United States, or whose shares with respect to which such dividend is paid
 is readily tradable on an established securities market in the United States). A
 qualified foreign corporation does not include a foreign corporation which for the
 taxable year of the corporation in which the dividend was paid, or the preceding
 taxable year, is a &#147;passive foreign investment company,&#148; as defined in
 the Code. If Global Trust engages in certain securities lending transactions, the
 amount received by the Fund that is the equivalent of the dividends paid by the
 issuer on the securities loaned will not be eligible for qualified dividend income
 treatment.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Distributions of net capital gain (if any)
 reported as capital gain distributions in written statements furnished to a stockholder
 are taxable at rates applicable to long-term capital gain, whether paid in cash
 or in shares, and regardless of how long the stockholder has held its Fund shares.
 Capital gain distributions are not eligible for the dividends received deduction.
 The maximum federal tax rate on net long-term capital gain of individuals is reduced
 generally from 20% to 15% for such gain realized before January 1, 2013. Unrecaptured
 Section 1250 gain distributions, if any, will be subject to a 25% tax. Distributions
 in excess of the Fund&#146;s earnings and profits will first reduce the adjusted
 tax basis of a holder&#146;s shares and, after such adjusted tax basis is reduced
 to zero, will constitute capital gain to such holder (assuming the shares are held
 as a capital asset). For non-corporate taxpayers, investment company taxable income
 (other than qualified dividend income) will currently be taxed at a maximum rate
 of 35%, while net capital gain generally will be taxed at a maximum rate of 15%.
 For corporate taxpayers, both investment company taxable income and net capital
 gain are taxed at a maximum rate of 35%.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If an individual receives a dividend that
 is eligible for qualified dividend income treatment, and such dividend constitutes
 an &#147;extraordinary dividend,&#148; then any loss on the sale or exchange of
 the Fund shares in respect of which the extraordinary dividend was paid, will be
 long-term capital loss to the extent of such extraordinary dividend. An &#147;extraordinary
 dividend&#148; for this purpose is generally a dividend (i)&#160;in an amount greater
 than or equal to 10% or 5% of the taxpayer&#146;s tax basis (or trading value) in
 a share of common stock or preferred stock, respectively, aggregating dividends
 with ex-dividend dates within an 85-day period or (ii)&#160;in an amount greater than
 20% of the taxpayer&#146;s tax basis (or trading value) in a share of common or
 preferred stock, aggregating dividends with ex-dividend dates within a 365-day period.
</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The IRS requires a RIC that has two or
 more classes of stock to allocate to each such class proportionate amounts of each
 type of the RIC&#146;s income (such as ordinary income, capital gains, dividends
 qualifying for the dividends received deduction (&#147;DRD&#148;) and qualified
 dividend income) based upon the</font></p>
<p align="center"><font face="Times New Roman" size="2">25</font></p>
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<!--page-->
<p align="justify"><font face="Times New Roman" size="2">percentage of total dividends paid out
 of current or accumulated earnings and profits to each class for the taxable year.
 Accordingly, Global Trust intends for each taxable year to allocate its capital
 gain dividends, dividends qualifying for the DRD and dividends that constitute qualified
 dividend income (if any) between its common stock and preferred stock in proportion
 to the total dividends paid out of current or accumulated earnings and profits to
 each class with respect to such taxable year. Distributions in excess of Global
 Trust&#146;s current and accumulated earnings and profits, if any, however, will
 not be allocated proportionately between the common stock and preferred stock. Since
 Global Trust&#146;s current and accumulated earnings and profits will first be used
 to make distributions on its preferred stock, distributions in excess of such earnings
 and profits (if any) will be made disproportionately to holders of shares of Common
 Stock.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Stockholders
 may be entitled to offset their capital gain distributions (but not distributions
 eligible for qualified dividend income treatment) with capital loss. There are a
 number of statutory provisions affecting whether capital loss may be offset against
 capital gain, and limiting the use of loss from certain investments and activities.
 Stockholders with capital loss are urged to consult their tax advisers on such limitations.
</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The price
 of stock purchased at any time may reflect the amount of a forthcoming distribution.
 Those purchasing stock just prior to a distribution will receive a distribution
 which will be taxable to them even though it represents in part a return of invested
 capital.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Certain types
 of income received by Global Trust from real estate investment trusts (&#147;REITs&#148;), real estate mortgage investment conduits (&#147;REMICs&#148;), taxable mortgage
 pools or other investments may cause the Fund to report some or all of its distributions
 as &#147;excess inclusion income.&#148; To Fund stockholders such excess inclusion
 income may (1)&#160;constitute taxable income, as &#147;unrelated business taxable income&#148; (&#147;UBTI&#148;) for those stockholders who would otherwise be tax-exempt
 such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans
 and certain charitable entities; (2)&#160;not be offset against net operating losses
 for tax purposes; (3)&#160;not be eligible for reduced U.S. withholding for non-U.S.
 stockholders even from tax treaty countries; and (4)&#160;cause the Fund to be subject
 to tax if certain &#147;disqualified organizations&#148; as defined by the Code
 are Fund stockholders.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Upon a sale,
 exchange, redemption or other disposition of stock, a stockholder will generally
 realize a taxable gain or loss equal to the difference between the amount of cash
 and the fair market value of other property received and the stockholder&#146;s
 adjusted tax basis in the stock. Such gain or loss will be treated as long-term
 capital gain or loss if the shares have been held for more than one year. Any loss
 realized on a sale or exchange will be disallowed to the extent the shares disposed
 of are replaced by substantially identical shares within a 61-day period beginning
 30 days before and ending 30 days after the date that the shares are disposed of.
 In such a case, the basis of the shares acquired will be adjusted to reflect the
 disallowed loss.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Any loss realized
 by a stockholder on the sale of Global Trust shares held by the stockholder for
 six months or less will be treated for tax purposes as a long-term capital loss
 to the extent of any capital gain distributions received by the stockholder (or
 amounts credited to the stockholder as an undistributed capital gain) with respect
 to such shares.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Ordinary income
 distributions and capital gain distributions also may be subject to state and local
 taxes. Stockholders are urged to consult their own tax advisers regarding specific
 questions about federal (including the application of the alternative minimum tax
 rules), state, local or foreign tax consequences to them of investing in Global
 Trust.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Stockholders
 will be furnished, if appropriate, various written statements after the close of
 each of Global Trust&#146;s taxable years reporting the U.S. federal income tax
 status of certain dividends, distributions and deemed distributions that were paid
 (or that are treated as having been paid) by the Fund to its stockholders during
 the preceding taxable year.</font></p>
<p align="center"><font face="Times New Roman" size="2">26</font></p>
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<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">If a stockholder
 recognizes a loss with respect to Global Trust&#146;s shares of $2&#160;million or more
 for an individual stockholder or $10&#160;million or more for a corporate stockholder,
 the stockholder must file with the IRS a disclosure statement on Form 8886. Direct
 stockholders of portfolio securities are in many cases exempted from this reporting
 requirement, but under current guidance, stockholders of a regulated investment
 company are not exempted. The fact that a loss is reportable under these regulations
 does not affect the legal determination of whether the taxpayer&#146;s treatment
 of the loss is proper. Stockholders are encouraged to consult their tax advisers
 to determine the applicability of these regulations in light of their individual
 circumstances.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Dividends
 paid or distributions made by Global Trust to stockholders who are non-resident
 aliens or foreign entities (&#147;foreign investors&#148;) are generally subject
 to withholding tax at a 30% rate or a reduced rate specified by an applicable income
 tax treaty to the extent derived from investment income and short-term capital gains.
 In order to obtain a reduced rate of withholding, a foreign investor will be required
 to provide an IRS Form W-8BEN certifying its entitlement to benefits under a treaty.
 The withholding tax does not apply to regular dividends paid or distributions made
 to a foreign investor who provides a Form W-8ECI, certifying that the dividends
 or distributions are effectively connected with the foreign investor&#146;s conduct
 of a trade or business within the United States. Instead, the effectively connected
 dividends or distributions will be subject to regular U.S. income tax as if the
 foreign investor were a U.S. stockholder. A non-U.S. corporation receiving effectively
 connected dividends or distributions may also be subject to additional &#147;branch
 profits tax&#148; imposed at a rate of 30% (or lower treaty rate). A foreign investor
 who fails to provide an IRS Form W-8BEN or other applicable form may be subject
 to backup withholding at the appropriate rate.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In general,
 United States federal withholding tax will not apply to any gain or income realized
 by a foreign investor in respect of any distributions of net long-term capital gains
 over net short-term capital losses, exempt-interest dividends, or upon the sale
 or other disposition of shares of Global Trust.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">For taxable
 years beginning before January 1, 2012, properly-reported dividends or distributions
 are generally exempt from United States federal withholding tax where they (i)&#160;are
 paid in respect of the Fund&#146;s &#147;qualified net interest income&#148; (generally,
 the Fund&#146;s U.S. source interest income other than certain contingent interest
 and interest from obligations of a corporation or partnership in which the Fund
 is a 10% or greater stockholder, reduced by expenses that are allocable to such
 income) or (ii)&#160;are paid in respect of the Fund&#146;s &#147;qualified short-term
 capital gains&#148; (generally, the excess of the Fund&#146;s net short-term capital
 gain over its long-term capital loss for such taxable year). Depending on its circumstances,
 however, Global Trust may report its potentially eligible dividends or distributions
 as a combination of qualified net interest income, qualified short-term capital
 gains, and income not qualifying for this withholding exemption. In order to qualify
 for this exemption from withholding, a foreign investor will need to comply with
 applicable certification requirements relating to its non-U.S. status (including,
 in general, furnishing an IRS Form W-8BEN or substitute Form to the Fund). In the
 case of shares held through an intermediary, the intermediary may withhold even
 if Global Trust reports the payment as qualified net interest income or qualified
 short-term capital gain. Foreign investors should contact their intermediaries with
 respect to the application of these rules to their accounts.</font></p>
<div align="justify"><font face="Times New Roman" size="2"><b>Backup Withholding</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Global Trust
 may be required to withhold U.S. federal income tax on all taxable distributions
 and redemption proceeds payable to non-corporate stockholders who fail to provide
 the Fund with their correct taxpayer identification number or to make required certifications,
 or who have been notified by the IRS that they are subject to backup withholding.
 Backup withholding is not an additional tax. Any amounts withheld may be refunded
 or credited against such stockholder&#146;s U.S. federal income tax liability, if
 any, provided that the required information is furnished to the IRS.</font></div><br>
<div align="justify"><font face="Times New Roman" size="2"><b>Recent Legislation</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Recently enacted
 health care legislation, effective for taxable years beginning after December 31,
 2012, imposes a new 3.8% Medicare tax on certain U.S. stockholders who are individuals,
 estates or trusts and whose income exceeds certain thresholds. This new tax will
 apply to dividends on and gain from the disposition of the Fund&#146;s shares.</font></div>
<p align="center"><font face="Times New Roman" size="2">27</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">In addition,
 recently enacted legislation regarding foreign account tax compliance, effective
 for payments made after December 31, 2012, imposes a withholding tax of 30% on dividends
 and gross proceeds from the disposition of our stock paid to certain foreign financial
 institutions, investment funds and other non-U.S. persons unless various information
 reporting and certain other requirements are satisfied. This legislation also imposes
 new U.S. return disclosure obligations (and related penalties for failure to disclose)
 on persons required to file U.S. federal income tax returns that hold certain specified
 foreign financial assets (which include financial accounts in foreign financial
 institutions).</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Stockholders
 and prospective investors are encouraged to consult their own tax advisers regarding
 the possible implications of this recently enacted legislation on their investment
 in the Funds&#146; common stock.</font></p>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2"><b>The foregoing
 is a general and abbreviated summary of the applicable provisions of the Code and
 Treasury regulations presently in effect. For the complete provisions, reference
 should be made to the pertinent Code sections and the Treasury regulations promulgated
 thereunder. The Code and the Treasury regulations are subject to change by legislative,
 judicial or administrative action, either prospectively or retroactively. Stockholders
 and prospective investors are encouraged to consult their own tax advisers regarding
 the purchase, ownership and disposition of shares of common stock of the Funds.</b></font></p>
<div align="justify"><font face="Times New Roman" size="2"><a name="item24"></a><b>Item 24. Financial Statements.</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">[&#160;&#160;&#160;&#160;] serves as the independent registered public accounting
 firm of Global Trust. [&#160;&#160;&#160;&#160;] annually renders, or will annually render, an opinion on the financial statements
 of the Fund. [&#160;&#160;&#160;&#160;] has an office at [&#160;&#160;&#160;&#160;], and also performs tax and other
 professional services for the Fund.</font></div>
<p align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">The statement of assets and liabilities
 of Global Trust, as of [&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;], contained in this Statement of Additional Information
 has been included herein in reliance on the report of [&#160;&#160;&#160;&#160;] and upon the authority
 of such firm as experts in auditing and accounting.</font></p>
<p align="center"><font face="Times New Roman" size="2">28</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">Financial Statements [to be provided by amendment].</font></p>
<p align="center"><font face="Times New Roman" size="2">29</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="right"><font face="Times New Roman" size="2"><br><a name="exhibits"></a><b>EXHIBIT A<br></b></font></p>
<p align="right"><font face="Times New Roman" size="2">June 5, 2003, as amended<br>through October
 22, 2009</font></p>
<p align="center"><font face="Times New Roman" size="2"><u><b>Royce &#038; Associates Proxy Voting Guidelines and Procedures<br></b></u></font></p>
<p align="justify"><font face="Times New Roman" size="2">These procedures apply
 to Royce &#038; Associates, LLC (&#147;Royce&#148;) and all funds and other client accounts for
 which it is responsible for voting proxies, including all open and closed-end registered
 investment companies (&#147;The Royce Funds&#148;), 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)&#160;is specifically authorized in the applicable investment
 management agreement or other written instrument or (ii)&#160;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 &#147;Boards&#148;) 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.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><u>Receipt of Proxy Material.</u> Under
 the continuous oversight of the Head of Administration, an Administrative Assistant
 designated by him is responsible for monitoring receipt of all proxies and ensuring
 that proxies are received for all securities for which Royce has proxy voting responsibility.
 All proxy materials are logged in upon receipt by Royce&#146;s Librarian</font></p>
<p align="justify"><font face="Times New Roman" size="2"><u>Voting of Proxies.</u> Once proxy material
 has been logged in by Royce&#146;s Librarian, it is then promptly reviewed by the
 designated Administrative Assistant to evaluate the issues presented. Regularly
 recurring matters are usually voted as recommended by the issuer&#146;s board of
 directors or &#147;management.&#148; The Head of Administration or his designee,
 in consultation with the Chief Investment Officer, develops and updates a list of
 matters Royce treats as &#147;regularly recurring&#148; and is responsible for ensuring
 that the designated Administrative Assistant has an up-to-date list of these matters
 at all times, including instructions from Royce&#146;s Chief Investment Officer
 on how to vote on those matters on behalf of Royce clients. Examples of &#147;regularly
 recurring&#148; matters include non-contested elections of directors and non-contested
 approval of independent auditors. Non-&#148;regularly recurring&#148; matters are
 brought to the attention of the portfolio manager(s) for the account(s) involved
 by the designated Administrative Assistant, and, after giving some consideration
 to advisories from Glass Lewis &#038; Co., 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. If
 the portfolio manager determines that information concerning any proxy requires
 analysis, is missing or incomplete, he or she then gives the proxy to an analyst
 or another portfolio manager for review and analysis.</font></p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="3%" rowspan="3" align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="1%" valign="top" align="left"><font face="Times New Roman" size="2">a.</font></td>
<td width="3%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><div align="justify"><font face="Times New Roman" size="2">From time
 to time, it is possible that one Royce portfolio manager will decide (i)&#160;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)&#160;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.</font></div></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><div align="justify"><font face="Times New Roman" size="2">The designated
 Administrative Assistant reviews all proxy votes collected from Royce&#146;s portfolio
 managers prior to such votes being cast. If any difference exists among the voting
 instructions given by Royce&#146;s portfolio managers, as described above, the designated
 Administrative Assistant then presents these proposed votes to the Head of Administration,
 or his designee, and the Chief Investment Officer. The 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 for which
 different portfolio managers have cast differing votes, that describes the rationale
 for allowing such differing votes and contains the initials of both the Chief Investment
 Officer and Head of Administration, or his designee, allowing such differing votes.
 The Head of</font></div></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">30</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="3%" align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="1%" align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="3%" align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><div align="justify"><font face="Times New Roman" size="2">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.</font></div></td>
</tr>

<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">c.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><p align="justify"><font face="Times New Roman" size="2">There are
 many circumstances that might cause Royce to vote against an issuer&#146;s board
 of directors or &#147;management&#148; 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.</font></p></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">d.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><p align="justify"><font face="Times New Roman" size="2">A portfolio
 manager may, on occasion, determine to abstain from voting a proxy or a specific
 proxy item when he or she concludes that the potential benefit of voting is outweighed
 by the cost, when it is not in the client account&#146;s best interest to vote.</font></p></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">e.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">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.</font></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="top" align="left"><font face="Times New Roman" size="2">f.</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><p align="justify"><font face="Times New Roman" size="2">If a security
 is on loan under The Royce Funds&#146; Securities Lending Program with State Street
 Bank and Trust Company (&#147;Loaned Securities&#148;), the Head of Administration,
 or his designee, will recall the Loaned Securities and request that they be delivered
 within the customary settlement period after the notice, to permit the exercise
 of their voting rights if the number of shares of the security on loan would have
 a material effect on The Royce Funds&#146; voting power at the up-coming stockholder
 meeting. A material effect is defined as any case where the Loaned Securities are
 1% or more of a class of a company&#146;s outstanding equity securities. Monthly,
 the Head of Administration or his designee will review the summary of this activity
 by State Street. A quarterly report detailing any exceptions that occur in recalling
 Loaned Securities will be given to the Boards.</font></p></td>
</tr>
</table>
<p align="justify"><font face="Times New Roman" size="2">Custodian banks are authorized to release
 all proxy ballots held for Royce client account portfolios to Glass Lewis &#038; Co. for voting, utilizing
 the Viewpoint proxy voting platform. Substantially all
 portfolio companies utilize Broadridge to collect their proxy votes.</font></p>
<p align="justify"><font face="Times New Roman" size="2">Under the continuous oversight of the Head
 of Administration, or his designee, the designated Administrative Assistant 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.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><u>Conflicts of Interest.</u> The designated
 Administrative Assistant reviews reports generated by Royce&#146;s portfolio management
 system (&#147;Quest PMS&#148;) that set forth by record date, any security held
 in a Royce client account which is issued by a (i)&#160;public company that is, or a
 known affiliate of which is, a separate account client of Royce (including sub-advisory
 relationships), (ii)&#160;public company, or a known affiliate of a public company, that
 has invested in a privately-offered pooled vehicle managed by Royce or (iii)&#160;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 Head of Administration,
 or his designee, develops and updates the list of such public companies or their
 known affiliates which 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 &#147;conflicts reports&#148; are brought to the attention of the Head of Administration or his designee
 by the designated Administrative Assistant. An R&#038;A 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 an independent third party
 research firm (Glass Lewis &#038; Co.). The Head of Administration or his designee
 maintains a log of all such conflicts</font></p>
<p align="center"><font face="Times New Roman" size="2">31</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2">identified, the analysis of the conflict
 and the vote ultimately cast. Each entry in this log is signed by the Chief Investment
 Officer before the relevant votes are cast.<br><br><u> Recordkeeping.</u> A record
 of the issues and how they are voted is stored in the Viewpoint system. 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 in the Company File maintained by Royce&#146;s Librarian 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&#146;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&#146;s Head of Administration
 and/or Royce&#146;s Director of Alternative Investments, or their designee (depending
 on who received such request) 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&#146;s office. Royce&#146;s Compliance Department shall maintain
 a copy of any proxy voting policies and procedures in effect at any time within
 the last five years.<br><br><u>Disclosure.</u> Royce&#146;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:</font></p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td width="3%" rowspan="8" align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td width="1%" valign="top" align="center"><font face="Times New Roman" size="2">&#149;</font></td>
<td width="3%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><p align="justify"><font face="Times New Roman" size="2">The Royce
 Funds &#150; proxy voting records are disclosed annually on Form N-PX (with such
 voting records also available at www.roycefunds.com). 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.roycefunds.com.</font></p></td>
</tr>
<tr>
<td valign="top" align="center"><font face="Times New Roman" size="2">&#149;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><p align="justify"><font face="Times New Roman" size="2">Limited Liability
 Company and Limited Partnership Accounts &#150; proxy voting records are disclosed
 to members/partners upon request and proxy voting procedures (along with a summary
 thereof) are provided to members/partners annually (and are available at www.roycefunds.com.)</font></p></td>
</tr>
<tr>
<td valign="top" align="center"><font face="Times New Roman" size="2">&#149;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Separate Accounts &#150; proxy voting
 records and procedures are disclosed to separate account clients
 annually.</font></td>
</tr>
</table>
<p align="center"><font face="Times New Roman" size="2">32</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<table border="0" cellpadding="0" cellspacing="0" width="100%">
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2">Part C &#150; OTHER INFORMATION</font></td>
</tr>
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2"><a name="item25"></a><b>Item 25. Financial Statements and Exhibits.</b></font></td>
</tr>
<tr>
<td width="7%" valign="bottom" align="left"><font face="Times New Roman" size="2">(1)</font></td>
<td width="1%"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Financial Statements*</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(a)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Articles of
 Incorporation**</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(b)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">By-Laws**</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(c)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(d)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Form of Stock
 Certificate**</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(e)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Distribution
 Reinvestment and Cash Purchase Plan**</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(f)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(g)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Form of Investment
 Advisory Agreement between Royce Global Value Trust, Inc. and Royce &#038;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Associates,
 LLC**</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(h)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(i)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(j)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Form of Custodian
 Contract between Royce Global Value Trust, Inc. and State Street Bank and</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Trust Company
 (&#147;State Street&#148;)*</font></td>
</tr>
<tr>
<td nowrap valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(k)(i)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Form of Registrar,
 Transfer Agency and Service Agreement between Royce Global Value</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Trust, Inc.
 and Computershare Trust Company, N.A. (Common Stock)*</font></td>
</tr>
<tr>
<td nowrap valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(k)(ii)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Form of Administration
 Agreement between Royce Global Value Trust, Inc. and Royce &#038;</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Associates,
 LLC**</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(l)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(m)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(n)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(o)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(p)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Initial Purchase
 Agreement date [&#160;&#160;&#160;&#160;], 2011 between Royce Global Value Trust, Inc. and Royce</font></td>
</tr>
<tr>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Value Trust,
 Inc.*</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(q)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Not applicable</font></td>
</tr>
<tr>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">(2)(r)</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">Code of Ethics for The Royce Funds and The Royce Companies***</font></td>
</tr>
<tr>
<td colspan="3"><font face="Times New Roman" size="1">&#160;</font></td>
</tr>
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2">*&#160;&#160;&#160;&#160;&#160;&#160;To be filed by amendment.</font></td>
</tr>
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2">**&#160;&#160;&#160;&#160;Incorporated by reference to the Registrant&#146;s Registration Statement on Form
 N-14 filed with the Commission on March 16, 2011.</font></td>
</tr>
<tr>
<td valign="bottom" colspan="3" align="left"><font face="Times New Roman" size="2">***&#160;&#160;Filed herewith.</font></td>
</tr>
</table>
<p align="justify"><font face="Times New Roman" size="2"><a name="item26"></a><b>Item 26. Marketing Arrangements.<br>
</b>Not applicable.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item27"></a><b>Item 27. Other Expenses of Issuance and
 Distribution.<br></b>Royce will pay the fees and expenses in connection with the
 issuance and distribution of the securities issued pursuant to the Transaction described
 in Section 8.1 of the Prospectus.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item28"></a><b>Item 28. Persons Controlled by or Under
 Common Control.<br></b>None.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item29"></a><b>Item 29. Number of Holders of Securities.
<br></b>None.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item30"></a><b>Item 30. Indemnification.<br></b>The
 By-laws of the Registrant provides that it will indemnify its Directors and officers
 and may indemnify its employees or agents against liabilities and expenses incurred
 in connection with litigation in which they may be involved because of their positions
 with the Registrant to the fullest extent permitted by law. However, nothing in
 the By-laws of the Registrant protects or indemnifies a director, officer, employee
 or agent of the Registrant against any liability to which such person would otherwise
 be subject in the event of such person&#146;s willful misfeasance, bad faith, gross
 negligence or reckless disregard of the duties involved in the conduct of his or
 her position.</font></p>
<p align="center"><font face="Times New Roman" size="2">1</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<p align="justify"><font face="Times New Roman" size="2"><a name="item31"></a><b>Item 31. Business and Other Connections
 of the Adviser.<br></b>Royce &#038; Associates, LLC, a limited liability company
 organized under the laws of the state of Delaware, acts as investment adviser to
 the Registrant. The Registrant is fulfilling the requirement of this Item 31 to
 provide a list of the officers and directors of Royce &#038; Associates, LLC
 together with information as to any other business, procession, vocation or employment
 of a substantial nature engaged in by Royce &#038; Associates, LLC or those officers
 and directors during the past two years, by incorporating by reference the information
 contained in the Form ADV of Royce &#038; Associates, LLC filed with the commission
 pursuant to the Investment Advisers Act of 1940 (Commission File No. 801-8268)</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item32"></a><b>Item 32. Location of Accounts and Records.
<br></b>The accounts, books and other documents required to be maintained by the
 Registrant pursuant to the Investment Company Act of 1940, are maintained at the
 following locations:</font></p>
<p align="justify"><font face="Times New Roman" size="2">The Royce Funds<br>745 Fifth Avenue<br>
New York, New York 10151</font></p>
<p align="justify"><font face="Times New Roman" size="2">State Street Bank and Trust Company<br>
1776 Heritage Drive<br>John Adams Building, 2 North<br>North Quincy, Massachusetts
 02171</font></p>
<p align="justify"><font face="Times New Roman" size="2">Computershare Trust Company, N.A.<br>250
 Royall Street<br>Canton, Massachusetts 02021</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item33"></a><b>Item 33. Management Services.<br></b>
None.</font></p>
<p align="justify"><font face="Times New Roman" size="2"><a name="item34"></a><b>Item 34. Undertakings.<br></b>None.</font></p>
<p align="center"><font face="Times New Roman" size="2">2</font></p>
<br clear="all" style="page-break-before:always;">
<!--page-->
<div align="center"><font face="Times New Roman" size="2"><a name="sign"></a><b>SIGNATURES</b></font></div>
<div align="justify" style="text-indent:45px;"><font face="Times New Roman" size="2">Pursuant to
 the requirements of the Investment Company Act of 1940, the Registrant has duly
 caused this registration statement to be signed on behalf of the undersigned, thereunto
 duly authorized, in the City of New York and State of New York, on the 2<sup>nd</sup>
 day of June, 2011.</font></div><br>
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Royce Global Value Trust, Inc.</font></td>
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<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
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<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
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<td width="2%" valign="bottom" align="left"><font face="Times New Roman" size="2">By:</font></td>
<td width="30%" valign="bottom" align="left"><font face="Times New Roman" size="2">&#160;<u>/s/ Charles
 M. Royce</u></font></td>
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<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">&#160;&#160;Charles M.
 Royce</font></td>
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<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td valign="bottom" align="left"><font face="Times New Roman" size="2">&#160;&#160;&#160;President</font></td>
</tr>
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<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
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<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
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<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td align="left"><font face="Times New Roman" size="1">&#160;</font></td>
<td><font face="Times New Roman" size="1">&#160;</font></td>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2R CODE ETH
<SEQUENCE>2
<FILENAME>e97581_coe.htm
<TEXT>
<p align="center"><font face="Times New Roman" size="2">CODE OF ETHICS
<br> FOR<br> THE ROYCE FUNDS<br> AND<br> THE ROYCE COMPANIES</font></p>
<p align="center"><font face="Times New Roman" size="2"><b>Adopted &#151; As of December 30, 1994
<br>As Amended through June 2, 2011</b></font></p>
<div align=justify style="margin-left:20px; text-indent:20px;"><font face="Times New Roman" size="2">1.&#160;&#160;&#160;&#160;<u>Definitions</u>.</font></div>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(a)&#160;&#160;&#160;&#147;<u>Fund</u>&#148; means each of The Royce Fund, Royce Capital Fund, Royce Value Trust,
 Inc., Royce Micro-Cap Trust, Inc., Royce Focus Trust, Inc., Royce Global Value 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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(b)&#160;&#160;&#160;&#147;<u>Royce</u>&#148; means Royce &#038; Associates, LLC and Royce Fund Services,
 Inc. and Royce Management Company, LLC.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(c)&#160;&#160;&#160;&#147;Chief
 Compliance Officer&#148; means Royce &#038; Associates, LLC&#146;s Chief Compliance Officer.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(d)&#160;&#160;&#160;&#147;<u>Covered
 Person</u>&#148; means any interested trustee, director, officer, employee or Advisory
 Person of the Fund or any director, manager, officer, employee or Advisory Person
 of Royce,&#160;<u>other</u>&#160;<u>than</u> 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&#160;<u>and</u> (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&#146;s Chief Compliance Officer.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(e)&#160;&#160;&#160;&#147;<u>Advisory Person</u>&#148; 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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(f)&#160;&#160;&#160;&#160;&#160;A security
 is &#147;<u>being considered for purchase or sale</u>&#148; 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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(g)&#160;&#160;&#160;&#147;<u>Affiliated Mutual Fund</u>&#148; means any
 registered investment company for which Royce, Legg Mason, Inc., Western Asset Management
 or any other direct or indirect subsidiary of Legg Mason, Inc. serves as investment
 adviser or sub-adviser (see Exhibit A for a list of Affiliated Mutual Funds).</font></p>
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<!--Page-->
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(h)&#160;&#160;&#160;&#147;<u>Automatic
 Investment Plan</u>&#148; means a program in which regular periodic purchases (or withdrawals)
 are made automatically in (or from) investment accounts in accordance with a predetermined
 schedule and allocation.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(i)&#160;&#160;&#160;&#147;<u>Beneficial ownership</u>&#148; 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&#146;s immediate family (such
 as spouse, minor children and adults living in a Covered Person&#146;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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(j)&#160;&#160;&#160;&#147;<u>Control</u>&#148; shall have
 the same meaning as that set forth in Section 2(a)(9) of the Investment Company
 Act of 1940.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(k)&#160;&#160;&#160;&#147;<u>Disinterested Director</u>&#148; means a trustee or director of the
 Fund who is not an &#145;interested person&#146; of the Fund within the meaning
 of Section 2(a)(19) of the Investment Company Act of 1940.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(l)&#160;&#160;&#160;&#147;<u>Interested
 Director</u>&#148; means a trustee or director of the Fund who is an &#145;interested person&#146; of
 the Fund within the meaning of Section 2(a)(19) of the Investment Company Act
 of 1940.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(m)&#160;&#160;&#160;&#147;<u>Non-Covered Employee</u>&#148; 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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(n)&#160;&#160;&#160;&#147;<u>Non-Management Royce Director</u>&#148; means
 a Covered Person who is a director of Royce, or is an Interested Director because
 such person is an employee, officer and/or director of Legg Mason, Inc., but who
 is not, in either case, an officer or employee of Royce.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(o)&#160;&#160;&#160;&#147;<u>Purchase or sale
 of a security</u>&#148; includes,&#160;<u>inter</u>&#160;<u>alia</u>, the writing of an option to purchase or sell
 a security.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(p)&#160;&#160;&#160;&#147;<u>Security</u>&#148; 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 that are not an Affiliated Mutual Fund,
 (ii) securities which are direct obligations of the United States and (iii) bankers&#146; acceptances, bank certificates of deposit, commercial paper, money market
 funds and other money market instruments.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(q)&#160;&#160;&#160;&#147;<u>Initial Public Offering</u>&#148; 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.</font></p>
<p align="center"><font face="Times New Roman" size="2">2</font></p>
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<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">2.&#160;&#160;&#160;&#160;<u>Statement
 of General Principles</u>. Each Covered Person and Non-Covered Employee 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,
 (iii) keep all portfolio information concerning Royce client accounts confidential
 and not take any inappropriate advantage of his or her positions, (iv) offer appropriate
 investment opportunities to Royce&#146;s clients before they may take personal advantage
 of such opportunities and (v) not cause or attempt to cause Royce&#146;s client
 accounts to purchase, sell or hold an investment in a manner calculated to create
 personal benefit to the Covered Person or Non-Covered Employee. All Covered Persons
 and Non-Covered Employees shall comply with all applicable provisions of this Code
 and all applicable Federal securities laws regarding this Code. All Covered Persons
 and Non-Covered Employees shall report any violations of this Code to the Chief
 Compliance Officer (or his designee) immediately.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">3.&#160;&#160;&#160;&#160;<u>Prohibited Purchases and Sales</u>.
 (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, registered investment company
 or other entity in which Royce or a Covered Person has a beneficial interest as
 a general partner, managing member, limited partner, shareholder and/or
 otherwise,&#160;<u>provided</u>&#160;<u>that</u>, in the case of any such pooled investment vehicle other than a registered
 investment company, 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&#146;s capital accounts or other equity interests or (ii) 20% of such vehicle&#146;s realized and unrealized net capital gains from securities transactions. Reporting
 obligations of Covered Persons under Sections 7 and 8 of this Code relating to purchases
 and sales of securities by all such pooled investment vehicles shall be deemed satisfied
 by Royce&#146;s access to all trading records for such Royce client accounts. However,
 purchases of Initial Public Offerings or Limited Offerings (private placements of
 unregistered securities) by any limited partnership, limited liability company or
 other non-registered pooled investment vehicle in which a Covered Person has a beneficial
 interest shall be pre-approved in writing by the Chief Compliance Officer and either
 an executive officer or Senior Portfolio Manager of Royce.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(b)&#160;&#160;&#160;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-</font></p>
<p align="center"><font face="Times New Roman" size="2">3</font></p>
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<div align=justify><p><font face="Times New Roman" size="2">Management Royce Director or Non-Covered
 Employee, another Royce account, unless such purchase or sale is exempted pursuant
 to Section 4 of this Code.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">4.&#160;&#160;&#160;&#160;<u>Exempted
 Transactions</u>. The prohibitions of Sections 3(a) and 3(b) of this Code shall not
 apply to:</font></div>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(a)&#160;&#160;&#160;Purchases or sales effected in any account over which the Covered
 Person or Disinterested Director has no direct or indirect influence or control.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(b)&#160;&#160;&#160;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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(c)&#160;&#160;&#160;Purchases
 through an Automatic Investment Plan, including those which are part of an automatic
 distribution reinvestment plan, automatic periodic investment plan for an Affiliated
 Mutual Fund or an employer-sponsored, automatic payroll deduction, cash purchase
 plan or automatic payroll deduction purchases through the Royce 401(k) Plan. However,
 securities purchased pursuant to an Automatic Investment Plan shall nevertheless
 be included in the Annual Holdings Report, as set forth in Section 8 below.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(d)&#160;&#160;&#160;Purchases effected upon the exercise of rights issued by an issuer&#160;<u>pro</u>&#160;<u>rata</u>
 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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(e)&#160;&#160;&#160;Purchases or redemptions
 or sales of debt securities which are either &#147;Government securities&#148; within the
 meaning of Section 2(a)(16) of the Investment Company Act of 1940 or &#147;municipal
 securities&#148; within the meaning of Section 3(a)(29) of the Securities Exchange Act
 of 1934.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(f)&#160;&#160;&#160;Purchases or sales of (i) securities issued by passively-managed
 registered investment companies or other baskets of securities or commodities, or
 (ii) notes issued by banks, brokers or other financial institutions, either of which
 trade on a national securities exchange or on Nasdaq, or options to purchase or
 sell such securities or notes, and whose investment return relates to the performance
 of an index of securities, a currency or currencies or the price of one or more
 commodities (i.e., gold, copper, etc.) or commodities indices.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(g)&#160;&#160;&#160;Purchases
 or sales of shares of unit investment trusts that invest solely in open-end mutual
 funds that are not Affiliated Mutual Funds.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(h)&#160;&#160;&#160;Purchases or sales by a Covered
 Person which receive the prior approval of the Chief Compliance Officer (or his
 designee)&#160;<u>and</u>, in the case of securities other than shares of open-end registered
 investment companies for which Royce, Legg Mason or Western Asset serves as investment
 adviser, sub-adviser or distributor and any other registered investment companies
 managed or sub-advised by any affiliate (please see Exhibit A for a complete list
 of investment companies) 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</font></p>
<p align="center"><font face="Times New Roman" size="2">4</font></p>
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<!--Page-->
<div align=justify><p><font face="Times New Roman" size="2">the Fund and Royce&#146;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,
 (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&#146;s position with the Fund or Royce or (vi) in the case of shares of an Affiliated
 Mutual Fund, the purchase or sale does not appear to involve short-term market timing
 or any other trading that is inconsistent with the General Principles set forth
 in Section 2 of this Code.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">Any prior
 approval granted pursuant to this Section 4(h) shall be subject to the following
 restrictions and conditions:</font></div>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">(1)&#160;&#160;&#160;Each written
 confirmation by the Chief Compliance
 Officer (or his designee) 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).</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">(2)&#160;&#160;&#160;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.</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">(3)&#160;&#160;&#160;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 client 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&#146;s or Royce&#146;s subsequent consideration of an investment in
 the issuer, and, in such circumstances, the Fund&#146;s and/or Royce&#146;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.</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">(4)&#160;&#160;&#160;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 client account trades in that
 security, and any profits realized on trades within such proscribed periods shall
 be disgorged by the Covered Person. This prohibition shall not apply for securities
 with market capitalizations in excess of $20 billion at the time of his or her purchase
 or sale.</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">(5)&#160;&#160;&#160;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.
 This provision shall not generally apply to purchases and sales of shares of an
 open-end Affiliated Mutual Fund that</font></p>
<p align="center"><font face="Times New Roman" size="2">5</font></p>
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<!--Page-->
<p align="justify"><font face="Times New Roman" size="2">do not appear to involve short-term market
 timing or any other trading that is inconsistent with the General Principles set
 forth in Section 2 of this Code.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">5.&#160;&#160;&#160;&#160;<u>Gifts</u>.
 No Covered or Non-Covered Person shall receive any gifts or other things of more
 than de minimus value (taking into account both the value of any single gift and
 the aggregate value of all gifts from a single source during any one calendar year),
 as determined periodically by the Chief Compliance Officer and communicated in writing
 to all Covered and Non-Covered Persons, from any individual or entity that does
 business with or on behalf of the Fund or any other Royce client account.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">6.&#160;&#160;&#160;&#160;<u>Service as a Director</u>. 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 from the Chief Compliance Officer based upon a determination that
 the board service would be consistent with the interests of the Fund and Royce&#146;s
 other client 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 &#147;Chinese Wall&#148; or other
 procedures.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">7.&#160;&#160;&#160;&#160;<u>Reporting</u>.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(a)&#160;&#160;&#160;Every Covered Person shall report to the Chief
 Compliance Officer (or his designee) 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;&#160;<u>provided</u>,&#160;<u>however</u>, 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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(b)&#160;&#160;&#160;A Disinterested Director need only report to the Chief Compliance
 Officer (or his designee) 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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(c)&#160;&#160;&#160;A Non-Covered Employee shall report to the Chief Compliance
 Officer (or his designee) 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 client account, whether or not in connection with his or her regular duties.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(d)&#160;&#160;&#160;Every report shall be in writing, shall be signed by the person making it,
 shall be made not later than 30 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:</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(i)&#160;&#160;&#160;The date
of the transaction, the title, the exchange ticker
 symbol or CUSIP number, the number of shares, and the principal amount of each security
 involved;</font></p>
<p align="center"><font face="Times New Roman" size="2">6</font></p>
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<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(ii)&#160;&#160;&#160;The
 nature of the transaction &#151; i.e., purchase, sale or any other type of acquisition
 or disposition;</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(iii)&#160;&#160;&#160;The price at which the transaction was effected;</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(iv)&#160;&#160;&#160;The
 name of the broker, dealer or bank with or through whom the transaction was
 effected; (A) 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 (brokerage accounts established and maintained for the sole
 purpose of investing in non-affiliated, open-end mutual funds are not subject to
 this reporting requirement); and</font></p>
<p align="justify" style="margin-left:00px; text-indent:80px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(v)&#160;&#160;&#160;The date on which the Covered Person submits
 the report.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">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 Chief
 Compliance Officer (or his designee) under Section 7(f) of this Code,&#160;<u>provided</u>&#160;<u>that</u>
 such confirmations and/or statements have been received by the Chief Compliance
 Officer (or his designee) no later than 30 days after the end of the calendar quarter
 in which the transaction(s) to which they relate to were effected.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(e)&#160;&#160;&#160;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.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(f)&#160;&#160;&#160;All Covered Persons
 shall (i) direct their brokers to supply to the Chief Compliance Officer (or his
 designee), on a timely basis, duplicate copies of confirmations of all personal
 securities transactions and copies of periodic statements for all securities accounts
 (brokerage accounts established and maintained for the sole purpose of investing
 in nonaffiliated, open-end mutual funds are not subject to this reporting requirement)
 and (ii) disclose to the Fund and Royce all personal securities holdings upon commencement
 of employment and thereafter on an annual basis.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(g)&#160;&#160;&#160;All personal trading activities
 shall be reviewed by the Chief Compliance Officer (or his designee) against the
 fiduciary principles set forth in the Code. Such review shall include monitoring
 for any patterns of trading activity that might be indicative of front running,
 market timing or other abusive trading practices.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(h)&#160;&#160;&#160;All Covered and Non-Covered
 Persons shall receive a copy of this Code and any amendments hereto through the
 Royce Intranet site under &#147;Compliance&#148;. All Covered and Non-Covered Persons
 shall provide to the Chief Compliance Officer (or his designee) a written acknowledgement
 of their receipt of this Code and related amendments.</font></p>
<p align="center"><font face="Times New Roman" size="2">7</font></p>
<br clear="all" style="page-break-after:always;">
<!--Page-->
<div align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">8.&#160;&#160;&#160;&#160;<u>Initial
 and Annual Holdings Report</u>.</font></div>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(a)&#160;&#160;&#160;The Initial Holdings Report shall be filed by
 each Covered Person no later than 10 days after such person becomes a Covered Person.
 Thereafter, every Covered Person shall submit to the Chief Compliance Officer (or
 his designee) an Annual Holdings Report, as of December 31<sup>st</sup> of each
 year. Each Holdings Report shall contain the following information:</font></p>
<p align="justify" style="text-indent:80px; margin-left:00px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(1)&#160;&#160;&#160;the
 title and type of security and, as applicable, the exchange ticker symbol or CUSIP
 number and the number of shares or principal amount of such security;</font></p>
<p align="justify" style="text-indent:80px; margin-left:00px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(2)&#160;&#160;&#160;the
 name of each broker, dealer or bank with which the Covered Person maintains a securities
 account; and</font></p>
<p align="justify" style="text-indent:80px; margin-left:00px;"><font face="Times New Roman" size="2">&#160;&#160;&#160;(3)&#160;&#160;&#160;the date on which
the Covered Person submits the report.</font></p>
<p align="justify" style="margin-left:0px; text-indent:60px;"><font face="Times New Roman" size="2">(b)&#160;&#160;&#160;&#160;The information in the Initial and Annual Holdings Report shall be current as
 of a date no later than 45 days prior to the date on which the report is submitted.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">9.&#160;&#160;&#160;&#160;<u>Sanctions</u>. 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,&#160;<u>inter</u>&#160;<u>alia</u>, a letter of censure or suspension or termination of the employment
 of the violator.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">10.&#160;&#160;&#160;<u>Legg Mason, Inc. Employees</u>. Certain non-investment personnel
 of Legg Mason, Inc. regularly have access to information about the portfolio holdings
 of the Fund and/or other Royce client accounts more frequently than is publicly
 available. Such Legg Mason employees are subject to Legg Mason&#146;s Code of Ethics
 that: (i) generally requires that they trade through one of a limited number of
 broker/dealer firms approved by Legg Mason; (ii) requires that they observe a 60-day
 minimum holding period for investments in affiliated mutual funds; (iii) requires
 them to obtain prior approval of any investment in an IPO or private placement; (iv) subjects
 them to certain periodic reporting requirements, requires annual acknowledgement
 of their ethical responsibilities under the Legg Mason Code of Ethics and requires
 them to certify as to their compliance with such Code. Under the Legg Mason Code
 of Ethics, personal securities transactions are subject to an enhanced back-end
 surveillance program designed to monitor such transactions.</font></p>
<p align="justify" style="margin-left:00px; text-indent:40px;"><font face="Times New Roman" size="2">11.&#160;&#160;&#160;<u>Recordkeeping</u>.
 Records relating to the implementation of this Code shall be maintained by the Chief
 Compliance Officer, or his designee, as set forth in Royce&#146;s Books and Records
 Policies and Procedures.</font></p>
<p align="center"><font face="Times New Roman" size="2">8</font></p>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
