Form N-CEN - Annual Report for Registered Investment Companies
11 Mars 2024 - 3:36PM
Edgar (US Regulatory)
Report
of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Royce Global
Value Trust, Inc.:
In planning and performing our audit of the financial
statements of Royce Global Value Trust, Inc. (the “Fund”) as of and for the
year ended December 31, 2023, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), we considered the
Fund’s internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-CEN, but not for the purpose of expressing an
opinion on the effectiveness of the Fund’s internal control over financial
reporting. Accordingly, we do not express an opinion on the effectiveness of
the Fund's internal control over financial reporting.
The management of the Fund is responsible for establishing
and maintaining effective internal control over financial reporting. In
fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of controls. A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does not allow management or
employees, in the normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a
material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over
financial reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in internal
control over financial reporting that might be material weaknesses under
standards established by the PCAOB. However, we noted no deficiencies in the
Fund’s internal control over financial reporting and its operation, including
controls over safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2023. 2
This report is intended solely for
the information and use of the Board of Directors of Royce Global Value Trust,
Inc. and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.
/s/ Pricewaterhouse Coopers LLP
New York, NY 10017
February 22, 2024
On June 29,
2023, an action was filed against Royce Global Value Trust, Inc. (File No.
811-22532) (the “Fund”) and numerous unrelated funds in Saba Capital Master
Funds., Ltd., et al. v. Clearbridge Energy Midstream Opportunity Fund, Inc., et
al., No. 1:23-cv-05568 (S.D.N.Y.). The action seeks to rescind the defendants’
election to opt into, and become subject to, the provisions of the Maryland
Control Share Acquisition Act (“MCSAA”), attorneys’ fees/costs, and other
relief. On the same day, the plaintiffs also filed a motion for summary
judgment against the various defendants. On October 31, 2023, the Fund and
certain unrelated funds filed motions to dismiss such action based upon various
grounds. On December 5, 2023, the Court issued an order denying such motions to
dismiss, granting plaintiffs’ motion for summary judgment against the remaining
defendants, and directing rescission of the bylaw provisions that sought to
implement the provisions of the MCSAA. The Court subsequently issued the
corresponding judgment and a legal opinion on January 4, 2024. The Fund filed a
notice of appeal from such judgment with the United States Court of Appeals for
the Second Circuit on January 4, 2024. The ultimate outcome of this action is
unknown
Royce Global (NYSE:RGT)
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