0001062993-20-006103.txt : 20201207 0001062993-20-006103.hdr.sgml : 20201207 20201207154028 ACCESSION NUMBER: 0001062993-20-006103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201207 DATE AS OF CHANGE: 20201207 GROUP MEMBERS: BOAZ R. WEINSTEIN GROUP MEMBERS: SABA CAPITAL MANAGEMENT GP, LLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88638 FILM NUMBER: 201372607 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 formsc13da.htm FORM SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)1

ROYCE GLOBAL VALUE TRUST, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

78081T104

(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, New York 10174

Attention: Michael D'Angelo

(212) 542-4635

December 6, 2020

(Date of Event Which Requires Filing of This Statement)

 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

 Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



1

NAME OF REPORTING PERSONS

Saba Capital Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,443,1201

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,443,120

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,443,120

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.7%

14

TYPE OF REPORTING PERSON

PN; IA

The percentages used herein are calculated based upon 10,503,468 shares of common stock outstanding as of 6/30/2020, as disclosed in the company's Form N-CSRS filed 8/28/2020.


1 A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.



1

NAME OF REPORTING PERSONS

Boaz R. Weinstein

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,443,1202

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,443,120

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,443,120

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.7%

14

TYPE OF REPORTING PERSON

IN

The percentages used herein are calculated based upon 10,503,468 shares of common stock outstanding as of 6/30/2020, as disclosed in the company's Form N-CSRS filed 8/28/2020.


2 A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.



1

NAME OF REPORTING PERSONS

Saba Capital Management GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,443,1203

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,443,120

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,443,120

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.7%

14

TYPE OF REPORTING PERSON

OO

The percentages used herein are calculated based upon 10,503,468 shares of common stock outstanding as of 6/30/2020, as disclosed in the company's Form N-CSRS filed 8/28/2020.


3 A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.



Item 1. SECURITY AND ISSUER
   
  This Amendment No. 1 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on May 1, 2020, with respect to the Common Stock of Royce Global Value Trust, Inc. (the "Issuer").  This Amendment No. 1 amends Items 3, 4, 5, 6 and 7 as set forth below.
   
  The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
   
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Funds for the purchase of the Common Stock were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein. A total of approximately $15,017,316 was paid to acquire the Common Stock reported herein.
   
Item 4.  PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On December 6, 2020, Saba Capital Management, L.P. (“Saba Capital”) entered into a voting agreement (the “Voting Agreement”) with the Issuer and Royce & Associates, LP (Royce & Associates, LP primarily conducts its business under the name Royce Investment Partners (the “Adviser”, together with Saba Capital and the Issuer, the “Parties”)) whereby the Parties agreed, among other things, and subject to certain conditions, that the Board of Directors (the “Board”) of the Issuer will cause the Issuer to amend the terms of its Issuer Tender Offer Statement on Schedule TO filed on October 28, 2020 to reflect a revised tender offer to purchase for cash for up to 50% of its outstanding Common Shares with an expiration date of 11:59 P.M., New York City time on December 21, 2020 (the “Revised Tender Offer”). The Issuer shall use its reasonable best efforts to pay for any Common Shares tendered in the Revised Tender Offer on or prior to December 31, 2020.
   
  Saba Capital agrees to tender, or cause to be tendered, all of the Common Shares of which certain of its clients are the beneficial owner in the Revised Tender Offer, including, but not limited to, all of the Common Shares then owned by certain of its clients.
   
  In connection with the amendment of the tender offer terms, the Voting Agreement provides that Saba Capital on behalf of certain of its clients will vote its Shares "FOR" the new investment advisory agreement between the Issuer and Adviser.
   
  The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, the form of which is attached hereto as Exhibit 99.2 to this Schedule 13D and incorporated by reference herein.


 

Item 5.  INTEREST IN SECURITIES OF THE ISSUER
   
(a)

See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Stock and percentages of the Common Stock beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 10,503,468 shares of common stock outstanding as of 6/30/2020, as disclosed in the company's Form N-CSRS filed 8/28/2020.

   
(b)

See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

   
(c)

The transactions in the Common Stock effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

   
(d)

The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Stock.

   
(e) Not applicable.
   
Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

   
 

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

As described further in Item 4 hereto, Saba Capital is party to the Voting Agreement, which is attached as Exhibit 99.2 to this Amendment No. 1 and is incorporated by reference herein.

   
Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
  Exhibit 99.2: Form of Voting Agreement, dated as of December 6, 2020

 


SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 7, 2020

 

SABA CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

/s/ Michael D'Angelo

 

 

Name:

Michael D'Angelo

 

 

Title:

Chief Compliance Officer


 

BOAZ R. WEINSTEIN

/s/ Michael D'Angelo

 

Name: Michael D'Angelo

 

Title: Attorney-in-fact*


 

SABA CAPITAL MANAGEMENT GP, LLC

     
  By:    Boaz R. Weinstein, its Managing Member

 

 

 

 

By:

/s/ Michael D'Angelo

 

 

Name:

Michael D'Angelo

 

 

Title:

Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823



Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Stock which were effectuated by Saba Capital during the past sixty days. All transactions were effectuated in the open market through a broker.

Trade Date

Buy/Sell

Common Stock
Purchased / (Sold)

Price ($)



EX-99.2 2 exhibit99-2.htm EXHIBIT 99.2 Saba Capital Management, L.P.: Exhibit 99.2 - Filed by newsfilecorp.com

Exhibit 99.2

VOTING AGREEMENT

This voting agreement is entered into as of December 6, 2020 (this "Agreement" (including the exhibits hereto), by and among Saba Capital Management, L.P. ("Saba"), Royce Global Value Trust, Inc. (the "Fund") and Royce & Associates, LP (Royce & Associates, LP primarily conducts its business under the name Royce Investment Partners (the "Adviser," together with Saba and the Fund, the "Parties" and individually a "Party")).

WHEREAS, the Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Adviser serves as the Fund's adviser pursuant to an investment advisory agreement between the Fund and the Adviser;

WHEREAS, the Fund has scheduled a special meeting of shareholders of the Fund to be held on December 17, 2020 in order to approve a new investment advisory agreement between the Fund and the Adviser (the meeting, "Special Meeting" and the approval, the "New Agreement Approval"); and

WHEREAS, as of the close of business on December 6, 2020, Saba may be deemed to be the beneficial owner (as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of, in the aggregate, 1,443,120 shares of common stock of the Fund, $0.001 par value ("Common Shares"), which includes Common Shares held by one or more private funds and accounts managed by Saba (the "Saba Private Funds") and an open-end management investment company registered under the 1940 Act (the "ETF") for which Saba serves as a sub-adviser. For the avoidance of doubt, the ETF is not a party to, is not restricted by and is not governed by, the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

Section 1.  Revised Tender Offer by the Fund

1.1 On the basis of the representations, warranties and agreements set forth herein and subject to performance by Saba of its covenants and other obligations hereunder and the other conditions set forth herein:

(a) The Fund shall amend the terms of its Issuer Tender Offer Statement on Schedule TO filed on October 28, 2020 to reflect a revised tender offer to purchase for cash for up to 50% of its outstanding Common Shares with an expiration date of 11:59 P.M., New York City time on December 21, 2020 (the "Revised Tender Offer"). The Fund shall use its reasonable best efforts to pay for any Common Shares tendered in the Revised Tender Offer on or prior to December 31, 2020.

(b) The Revised Tender Offer shall not provide for preferential treatment for any shareholders of the Fund.  The Revised Tender Offer shall require odd lot tenders to be subject to the same proration terms as tenders of 100 shares or more.


(c) Although the Fund has committed to conduct the Revised Tender Offer under the circumstances set forth above, the Fund will not be required to accept tenders of the Fund's Common Shares during any period when (i) such transactions, if consummated, would: (A) result in the delisting of the Fund's shares from the New York Stock Exchange (the "NYSE") or (B) impair the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (which would make the Fund a taxable entity, causing the Fund's income to be taxed at the fund level in addition to the taxation of shareholders who receive distributions from the Fund); or (ii) there is any (A) legal or regulatory action or proceeding instituted challenging such transaction, (B) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), including the Nasdaq Stock Market and the NYSE MKT LLC or (C) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State. In the event of a delay pursuant to any of clauses (i) or (ii) above, the Fund will provide prompt written notice to Saba together with a detailed analysis of the reason for such delay and reasonable support for such determination. In the event of a delay pursuant to either of clauses (i) or (ii) above, the Fund will commence the Revised Tender Offer as soon as practicable and not later than 20 days after the termination of such delaying event.

(d) Other than in connection with regularly scheduled distributions under a dividend reinvestment plan, if in effect prior to the date of this Agreement, the Fund shall not issue any Common Shares or any securities exchangeable or convertible into Common Shares prior to the expiration date of the Revised Tender Offer.

1.2 Saba agrees to tender, or cause to be tendered, all of the Common Shares of which Saba or its Affiliates or a Saba Entity is the beneficial owner (as such term is used in Rule 13d-3 under the Exchange Act) in the Revised Tender Offer, including, but not limited to, all of the Common Shares then owned by Saba and the Saba Private Funds and excluding the ETF.

Section 2. Additional Agreements

2.1 Saba covenants and agrees that during the period from the date of this Agreement through such date that the Fund determines in good faith that it is not possible to conduct the Revised Tender Offer pursuant to Section 1.1(c) (which date shall not include a determination to delay the Revised Tender Offer pursuant to the last sentence of Section 1.1(c) and provided that the Board of Directors of the Fund (the "Board") shall provide, within one (1) calendar day, written notice to Saba of any such determination not to conduct or delay the Revised Tender Offer) (the "Effective Period"), it will, and will cause its respective principals, directors, general partners, members, officers, employees, agents (acting on Saba's behalf), affiliated persons (as defined in the 1940 Act and which, for the avoidance of doubt, shall exclude the ETF but shall include (without limitation) any account or other pooled investment vehicle now or in the future managed, advised or sub-advised by Saba or its affiliated persons) and representatives under Saba's control (all such persons, collectively, the "Saba Entities"), and any other persons controlled by or under common control with Saba, Saba Capital Management GP, LLC or Boaz R. Weinstein (which shall not include the ETF) (such other persons, "Affiliates") (except, for the avoidance of doubt, the ETF) to:

(a) appear by proxy or otherwise at the Special Meeting (or at any adjournments or postponements thereof) to be counted as present thereat for purposes of a quorum; and

(b) except for any action that would be in contravention of this Agreement, vote or cause to be voted at the Special Meeting all of the shares it and the Saba Entities beneficially own as of the record date for such meeting (except, for the avoidance of doubt, for the ETF) (i) in favor of New Agreement Approval and (ii) against any proposal with respect to which the Board recommends a vote against such proposal or any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Board (including a shareholder proposal submitted to the Fund pursuant to Rule 14a-8 of the Exchange Act or otherwise). For the avoidance of doubt, if Saba lends any Common Shares to any third party, Saba shall recall any such stock loan in advance of the record date for any vote of or consent by the shareholders of the Fund so that Saba shall have full voting rights with respect to all such loaned shares (except for the ETF).


In addition, the covenants set forth in this Section 2.1 shall not be deemed to prevent the voting of any Common Shares held by the ETF proportionately in accordance with the method prescribed in the second clause of Section 12(d)(1)(E)(iii)(aa) of the 1940 Act ("Mirror Voting") in accordance with the proxy voting policy of the ETF.

2.2 Saba represents and warrants as follows:

(a) It has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly and validly authorized, executed and delivered by it and is enforceable against Saba in accordance with its terms.

(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any provision of law applicable to it.

(d) Saba beneficially owns, directly or indirectly, and has the power to vote all the Common Shares as described in the recitals to this Agreement (except for shares of the Saba ETF, which shall be subject to Mirror Voting in accordance with the proxy voting policies presently in place at the ETF), and its ownership of Common Shares has at all times complied with applicable provisions of the 1940 Act.

(e) As of the date hereof, neither Saba nor any of its Affiliates is a party to any derivative securities, including without limitation any swap or hedging transactions or other derivative agreement, or any securities lending or short sale arrangements, of any nature with respect to the Common Shares

2.3 The Fund and the Adviser each represent and warrant as follows:

(a) It has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly and validly authorized, executed and delivered by it and is enforceable against it in accordance with its terms.

(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any provision of law applicable to it.

Section 3. Public Announcement

3.1 No later than one business day following the date of this Agreement, the Fund shall issue one press release announcing the terms of this Agreement and the Fund's commitment to filing the amended Issuer Tender Offer Statement and undertaking the Revised Tender Offer substantially in the form attached as Exhibit A (the "Fund Press Release"), Saba shall issue one press release substantially in the form attached as Exhibit B (the "Saba Press Release" and, together with the Fund Press Release, the "Press Releases"), and no party shall make any public statement inconsistent with the Press Releases during the Effective Period in connection with the announcement of this Agreement. No party shall issue additional press releases in connection with this Agreement or the actions contemplated hereby without the prior written consent of the other party except as provided below. Nothing in this Agreement shall prevent (a) any Party from taking any action required by any governmental or regulatory authority (except to the extent such requirement arose by discretionary acts by any Party), including without limitation any statements, filings, notices or announcements made in the context of an issuer tender offer conducted under Section 13(e)(1) of, or pursuant to Schedule TO under, the Exchange Act, (b) any Party from making any factual statement that is required in any compelled testimony or production of information, either by legal process, by subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over such Party or as otherwise legally required and (c) subject to Section 6.1 of this Agreement, any Party from communicating privately with their respective investors, prospective investors and governance boards regarding the terms of this Agreement.


3.2 Saba shall promptly prepare and file an amendment to its applicable Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") for the Fund reporting the entry into this Agreement (which will not contain any statement inconsistent with the Press Releases and the Item 4 disclosure set forth therein will be in a form materially consistent with the draft previously provided to the Fund). Saba shall also file a copy of this Agreement or a summary thereof as an exhibit to the Schedule 13D amendment.

3.3 Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the Fund may not effect a merger, reorganization with another registered investment company for which the Adviser or its affiliates (or with any other funds that are managed or advised by a successor adviser) serves as investment adviser (whether or not the Fund is the surviving company) nor, except as permitted in Section 1.1(d) hereof, issue additional shares at any time before the expiration date of the Revised Tender Offer.  The Parties acknowledge and agree that the Fund may merge or reorganize with another registered investment company for which the Adviser or its affiliates (or with any other funds that are managed or advised by a successor adviser) serves as investment adviser (whether or not the Fund is the surviving company) at any time after the expiration date of the Revised Tender Offer. The Fund will ensure that the company surviving any such merger or reorganization with the Fund effects it in a manner that preserves the benefits of this Agreement.

Section 4. Termination

4.1 Notwithstanding anything herein to the contrary, if the Fund fails to complete the Revised Tender Offer and distribute the proceeds in cash to the participating shareholders before December 31, 2020, this Agreement shall terminate and be of no further force or effect.

4.2 Otherwise, this Agreement shall remain in full force and effect until the earlier of:

(a) the end of the Effective Period;

(b) such other date as may be established by mutual written agreement of the Fund, the Adviser and Saba; and


(c) upon ten (10) business days' prior written notice by Saba or one of its Affiliates following any such material breach of this Agreement by the Fund if such breach has not been cured within such notice period, provided that Saba is not in material breach of this Agreement at the time such notice is given.

4.3 Sections 5 and 6 will survive the termination of this Agreement. No termination pursuant to Section 4.1 relieves any Party from liability for any breach of this Agreement prior to such termination.

Section 5. No Disparagement

 5.1 The Fund, the Adviser and Saba shall each refrain from making, and shall cause their respective affiliates and its and their respective principals, directors, members, general partners, officers, agents, advisors, and employees not to make or cause to be made any statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise, whether true or false, disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of, (a) in the case of such statements or announcements by Saba: the Fund or any of its affiliates, subsidiaries or advisers (including the Adviser), or any of its or their respective current or former officers, directors or employees (including, without limitation, any statements or announcements regarding the Fund's strategy, operations, performance, products or services), and (b) in the case of statements or announcements by the Fund, the Adviser: Saba and its Affiliates, subsidiaries or advisors, or any of its or their respective principals, directors, members, general partners, officers, or employees or any person who has served in any such capacity with respect to Saba and Saba's advisors.

Section 6. Miscellaneous

6.1 Specific Performance. Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of New York, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. All rights and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to any Party at law or in equity.

6.2 Jurisdiction; Venue; Waiver of Jury Trial. The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the state or federal courts in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts in the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.


6.3 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the Parties hereto. This Agreement supersedes all previous negotiations, representations and discussions by the Parties hereto concerning the subject matter hereof, and integrates the whole of all of their agreements and understanding concerning same. No prior oral representations or undertakings concerning the subject matter hereof will operate to amend, supersede, or replace any of the terms or conditions set forth in this Agreement, nor will they be relied upon.

6.4 Section Headings. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.

6.5 Notice. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto will be validly given, made or served, if in writing and sent by email, with a copy by personal delivery, certified mail, return receipt requested, or by overnight courier service to:

If to the Fund, to:

Royce Global Value Trust, Inc.
745 Fifth Avenue
New York, New York 10151
Attention: John E. Denneen
Secretary and Chief Legal Officer
Email: jdenneen@royceinvest.com

If to the Adviser, to:

Royce Investment Partners
745 Fifth Avenue
New York, New York 10151

If to Saba, to:

Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor
New York, NY 10174
Attention: Michael D'Angelo
Email: michael.d'angelo@sabacapital.com

6.6 Severability. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any provisions of this Agreement in any other jurisdiction. In addition, the Parties agree to use their reasonable commercial efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction.

6.7 Expenses. All attorneys' fees, costs and expenses incurred in connection with this Agreement and all matters related hereto will be paid by the party incurring such fees, costs or expenses.


6.8 Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof.

6.9 Binding Effect; No Assignment. This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Parties hereto. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto and those categories of persons specifically enumerated herein, or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. No Party to this Agreement may, directly or indirectly, assign its rights or delegate its obligations hereunder (whether voluntarily, involuntarily, or by operation of law) without the prior written consent of the other Parties. Any such attempted assignment will be null and void.

6.10 Amendments; Waivers. No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties hereto, and no provision hereof may be waived other than by an instrument in writing signed by the Party against whom enforcement is sought.

6.11 Receipt of Adequate Information; No Reliance; Representation by Counsel. Each Party acknowledges that it has received adequate information to enter into this Agreement, that is has not relied on any promise, representation or warranty, express or implied not contained in this Agreement and that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party by reason of the foregoing shall have no application and is expressly waived. The provisions of the Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.

6.12 Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or other electronic means shall be effective as delivery of a manually executed counterparty hereof.

[Signature Pages Follow]


 In Witness Whereof, the Parties hereto have executed this Agreement as of the date first above written.

 

ROYCE GLOBAL VALUE TRUST, INC.

 

 

 

 

 

 

 

Name: Christopher D. Clark

 

Title: President

 

 

 

 

 

ROYCE & ASSOCIATES, LP

 

 

 

 

 

 

 

Name: Christopher D. Clark

 

Title: Chief Executive Officer

 

 

 

 

 

SABA CAPITAL MANAGEMENT, L.P.

 

 

 

 

 

 

 

Name: Michael D'Angelo

 

Title: Chief Operating Officer