As filed with the Securities and Exchange Commission on April 22,August 11, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

THE ROYCE FUND

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

THE ROYCE FUND

745 Fifth Avenue

New York, New York 10151

May __,IMPORTANT PROXY MATERIALS

PLEASE VOTE NOW!

August 11, 2020

Dear Royce Fund Shareholder:

A special meeting of shareholders of each series (each, a "Fund"I am inviting you to vote on an important proposal relating to the management and collectively, the "Funds")operation of The Royce Fund a Delaware statutory trust (the "Trust"“Trust”), will. A special shareholder meeting of each series of the Trust is scheduled to be held at the offices of the Trust at 745 Fifth Avenue, 23rd Floor, New York, New York, 10151 at [__:__] [a.m./2:30 p.m.] (Eastern time)Time) on Tuesday, July 14,Thursday, September 24, 2020 (the “Meeting”) to vote on the proposal listed in the enclosed Proxy Statement. However, as we are concerned about your health and safety during the currentcontinuing COVID-19 pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold the special meetingMeeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will make an announcementprovide timely notice of any such change in the manner discussed in these proxy materials. In the event we decide to hold a virtual meeting rather than an in-person meeting, such notice will include important information regarding the virtual meeting, including how to access, participate in, and vote at, such virtual meeting.

AsThis package contains information about the proposal and includes materials you know,will need to vote. The Board of Trustees of the Trust has nominated seven (7) individuals for election as Trustees and has recommended that you vote in favor of all of them. Six (6) of the seven (7) individuals nominated for election already serve as Trustees of the Trust. The other Trustee nominee, Cecile B. Harper, does not currently serve in any capacity with respect to the Trust but does serve as a member of the Board of Directors of Royce Global Value Trust, Inc., Royce Micro-Cap Trust, Inc., and Royce Value Trust, Inc. (collectively, the “Royce Closed-End Funds”). Royce Investment Partners (“Royce”)¹ serves as the investment adviser to each Fund. Royce’s indirect parent company, Legg Mason, Inc. (“Legg Mason”), has entered into an agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, pursuant to which Franklin Templeton will, subject to approval by Legg Mason’s shareholders and satisfaction of other conditions, acquire Legg Mason along with Legg Mason’s ownership interest in Royce. Royce will continue to operate on a standalone basis after the completion of the transaction. In addition, the transaction will not result in any changes to the Funds’ portfolio management personnel, investment objective, principal investment strategy, or investment restrictions.

The transaction will, however, result in the termination of the Funds’ current investment advisory agreements in accordance with applicable law. In order for each Fund’s operations to continue uninterrupted after the transaction, we are asking each Fund’s shareholders to approve a new investment advisory agreement. The Board has already approved the new agreements. It is important to note that: (i) the terms and conditions of the new investment advisory agreement for each Fund will be substantially identical to those of its current investment advisory agreement and (ii) each Fund’s contractual investment advisory fee rate will remain the same under its new investment advisory agreement.

The Board of Trusteesseries of the Trust recommendsand to the Royce Closed-End Funds. Although the Trustees have determined that you vote "FOR" the proposal to approve a new investment advisory agreement for each Fundelection of all of the Trustee nominees is in which you own shares.your best interest, the final decision is yours.

The enclosed materials explain this proposal in more detail and I encourage you to review them carefully. As a shareholder, your vote is important, and we hope that you will respond as soon as possibletoday to ensure that your shares will be represented at the special meeting.Meeting. You may authorize a proxy to vote your Fund shares by using one of the methods below by following the instructions on your proxy card:

¹   Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners.

You may also vote in person at the special meeting.Meeting.

Please call Shareholder Services at 1-800-841-1180 with any questions you may have about the proposal or the enclosedthis Proxy Statement. If you need assistance voting, please call Computershare,

¹ Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the proxy solicitor, toll-free at [1-___-___-____].name Royce Investment Partners.

As always, thank you for your continued support of our work. We look forward to serving you for many years to come.

	Sincerely,
	Christopher D. Clark
	President of The Royce Fund

TABLE OF CONTENTS

IMPORTANT NEWS FOR ROYCE FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed Notice of Special Meeting and Proxy Statement, for your convenience, we have provided a brief overview of these materials.

QUESTIONS AND ANSWERS

² Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners.This Page Intentionally Left Blank

Shareholder approval of any particular new investment advisory agreement is not contingent upon, and will not affect in any way, shareholder approval of any other new investment advisory agreement. Shareholders should consider the proposal relating to each Fund in which they own shares independently of the proposals relating to all of the other Funds.

Please note that if you own shares of more than one Fund, you may receive more than one proxy card. Please see your proxy card for specific instructions on how to authorize a proxy to vote on your behalf via touch-tone telephone or the via the internet.THE ROYCE FUND

745 Fifth Avenue

New York, New York 10151

It is important that you authorize a proxy to vote your Fund shares promptly. This will help save the costs of further solicitation. In order to ensure that shares will be voted in accordance with your instructions, please authorize your Proxy by July __, 2020.

THE ROYCE FUND

745 FIFTH AVENUE

NEW YORK, NEW YORK 10151

____________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

SCHEDULED TO BE HELD ON JULY 14,SEPTEMBER 24, 2020
____________

To the Shareholders of The Royce Fund (11 Series):

Royce Dividend Value Fund

Royce Global Financial Services Fund

Royce International Premier Fund

Royce Micro-Cap Fund

Royce Opportunity Fund

Royce Pennsylvania Mutual Fund

Royce Premier Fund

Royce Small-Cap Value Fund

Royce Smaller-Companies Growth Fund

Royce Special Equity Fund

Royce Total Return Fund

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting"“Meeting”) of each of the above-listed Seriesseries (each, a "Fund"“Fund” and collectively, the "Funds"“Funds”) of The Royce Fund a Delaware statutory trust (the "Trust"“Trust”), will be held at the offices of the Trust, 745 Fifth Avenue, New York, New York 10151 on Thursday, September 24, 2020, at [__:__] [a.m./2:30 p.m.] (Eastern time) on Tuesday, July 14, 2020Time) for the following purposes:

The Board of Trustees of the Trust has set the close of business on May 1,July 31, 2020 as the record date for determining those shareholders entitled to vote with respect to each Fund at the Meeting or any postponement ofor adjournment thereof, and only holders of record at the close of business on that day will be entitled to vote with respect to the Fund at the Meeting or any postponement of adjournment thereof. If you own shares in more than one Fund as of the close of business on May 1, 2020, you may receive more than one proxy card.Meeting.

A complete list of the shareholders of the Trust entitled to vote at the Meeting will be available and open to the examination of any shareholder of the Trust for any purpose relevant to the Meeting during ordinary business hours from and after June __,September 9, 2020, at the offices of the Trust, 745 Fifth Avenue, New York, New York 10151.

The Funds’ Annual Reports to Shareholders for the year ended December 31, 2019 were previously mailed to their shareholders, and copies are available upon request, without charge, by writing to the Trust at 745 Fifth Avenue, New York, New York 10151 or by calling 1-800-221-4268.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE MEETING TO BE HELD ON JULY 14, 2020:

THE PROXY STATEMENT AND YOUR FORM OF PROXY CARD ARE AVAILABLE AT [ ].

PLEASE NOTE: If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://www.royceinvest.com). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting in person. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting in person if you submit your voting instructions promptly.

Please call Shareholder Services at 1-800-841-1180 with any questions you may have about Proposal 1. If you need assistance voting, please call Computershare, the proxy solicitor, toll-free at [1-___-___-____].this Proxy Statement.

IMPORTANT

To save the Funds the expense of additional proxy solicitation, please mark your instructions on the enclosed proxy card, date and sign it, and return it in the enclosed envelope (which requires no postage if mailed in the United States), even if you expect to be present at the Meeting. You have been provided with the opportunity onmay also authorize a proxy to vote your proxy card to give voting instructionsshares via touch-tone telephone or the Internet and you are encouraged toby following the instructions on the proxy card. Please take advantage of these prompt and efficient proxy authorization options. The accompanying Proxy is solicited on behalf of the Board of Trustees of the Trust, is revocable, and will not affect your right to vote in person in the event that you attend the Meeting. Please note that attendance alone without voting will not be sufficient to revoke a previously authorized Proxy.

May __,August 11, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF SHAREHOLDERS SCHEDULED TO BE HELD ON SEPTEMBER 24, 2020

THE NOTICE, PROXY STATEMENT AND PROXY CARD FOR THE TRUST
ARE AVAILABLE AT www.proxy-direct.com/trf-31561

PLEASE NOTE: We are concerned about your health and safety during the current COVID-19 pandemic, and we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold the Meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will provide timely notice of any such change by means of a press release, which will be posted on our website (http://www.royceinvest.com). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting in person. An announcement of any change will also be filed on a timely basis with the Securities and Exchange Commission via its EDGAR system. In the event it is decided to hold a virtual meeting rather than an in-person meeting, such notice will include important information regarding the virtual meeting, including how to access, participate in, and vote at, such virtual meeting.

PRELIMINARY

PROXY STATEMENT

THE ROYCE FUND (11 Series)

745 Fifth Avenue

New York, New York 10151

Royce Dividend Value Fund

Royce Global Financial Services Fund

Royce International Premier Fund

Royce Micro-Cap Fund

Royce Opportunity Fund

Royce Pennsylvania Mutual Fund

Royce Premier Fund

Royce Small-Cap Value Fund

Royce Smaller-Companies Growth Fund

Royce Special Equity Fund

Royce Total Return Fund

745 FIFTH AVENUE

NEW YORK, NEW YORK 10151

____________

SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14,SEPTEMBER 24, 2020
____________

 INTRODUCTION

The accompanying Proxy is solicited on behalf of the Board of Trustees of The Royce Fund (the "Board"“Board”) for use at a Special Meeting of Shareholders (the "Meeting"“Meeting”) of each of the above-listed Series (each, a "Fund"“Fund” and collectively, the "Funds"“Funds”) of The Royce Fund a Delaware statutory trust (the "Trust"“Trust”), to be held at the offices of the Trust, 745 Fifth Avenue, New York, New York 10151, on Thursday, September 24, 2020, at [__:__] [a.m./2:30 p.m.] (Eastern time) on Tuesday, July 14, 2020Time) and at any postponement ofor adjournment thereof. The approximate mailing date of this Proxy Statement is May __,August 18, 2020.

All properly executed Proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, Proxies will be voted "FOR"“FOR” the approvalelection of the new investment advisory agreement for each Fund.Trustee nominees of the Trust.

You may revoke your Proxy at any time before it is exercised by sending written instructions to the Secretary of the Trust at the Trust’s address indicated above or by filingsubmitting a new Proxyproxy card with a later date. AnyIn addition, any shareholder attending the Meeting may vote in person, whether or not such shareholderhe or she has previously filedsubmitted a Proxy.proxy.

The Board has set the close of business on May 1,July 31, 2020 (the "Record Date") as the record date (the “Record Date”) for determining those shareholders entitled to vote with respect to each Fund at the Meeting or any postponement ofor adjournment thereof, and only holders of record at the close of business on that day will be entitled to vote with respect to the Fund at the Meeting or any postponement of adjournment thereof.Meeting. Shareholders of eacha Fund will vote as a single class on Proposal No. 1 and will vote separately from shareholders of all other Funds. If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Shareholders on the Record Date will be entitled to one vote for each share of beneficial interest ("share"(“share”) held in that Fund (proportional voting rights for fractional shares held), with no shares having cumulative voting rights. Shareholders are not entitled to any appraisal rights as the result of any matters to be considered at the Meeting.

Royce & Associates, LP serves as the investment adviser to each Fund and is a limited partnership organized under the laws of Delaware. Royce & Associates, LP primarily conducts its business under the name Royce Investment Partners (“Royce”).

Royce has retained Computershare Fund Services, 250 Royall Street, Canton, MA 02021 (the “Solicitor”), to solicit Proxies for the Meeting. The Solicitor is responsible for printing proxy cards, mailing proxy materials to Fund shareholders, soliciting broker-dealer firms, custodians, nominees, and fiduciaries, tabulating the returned proxies, and performing other proxy solicitation services. Some officers of the Trust, employees of Royce Fund Services, LLC (“RFS”), the Funds’ distributor, and the Solicitor may solicit Proxies personally and by telephone, if deemed desirable. The estimated cost for these solicitation services is approximately $[__________]. Such costs will be paid by Legg Mason (and not by the Funds). Royce also will cause Legg Mason (and not the Funds) to reimburse brokerage firms, custodians, nominees, and fiduciaries for their expenses in forwarding Proxy materials to the beneficial owners of Fund shares. If you need assistance voting, please call the Solicitor toll-free at [1-___-___-____].

[As of the Record Date, each Fund had outstanding the number of shares of each share class as set forthindicated inAppendix Exhibit A to this Proxy Statement.] [Except as set forth inAppendix B, to A listing of persons who owned beneficially more than 5% of any class of the Trust’s knowledge,shares of a Fund as of the Record Date no person is the beneficial or record owner of five percent or more of the Trust’s outstanding shares or five percent or more of the shares of any Class of a Fund.] [As of the Record Date, all of the Trustees and officers of the Trust (12 persons) owned,contained in the aggregate, less than 1% of each Fund’s outstanding shares.] [Each member of the Board who is not an “interested person” (as defined in the 1940 Act) of the Trust, the Funds, or Royce (each, an “Independent Trustee” and collectively, the “Independent Trustees”) does not, as of the Record Date, own any securities of, or have any other material direct or indirect interest in, Legg Mason, Franklin Templeton or any of their respective affiliates.]Exhibit B to this Proxy Statement.

The Board knows of no business other than that mentioned in ProposalsProposal 1 and 2 of the Notice of Special Meeting that will be presented for consideration at the Meeting. If any other matter is properly presented at the Meeting or any postponement ofor adjournment thereof, it is the intention of the persons named on the enclosed proxy card to vote in accordance with their best judgment.

PROPOSAL 1 — APPROVAL OR DISAPPROVAL1: ELECTION OF THE
NEW INVESTMENT ADVISORY AGREEMENTSTRUSTEES

At the Meeting, it is proposed that the Trust’s shareholders elect seven (7) Trustees to hold office until their successors are duly elected and qualified or until their earlier resignation, removal, or retirement. The Board has nominated the seven (7) persons listed below to continue or to become Trustees of each Fundthe Trust, as applicable. Certain information concerning the Trustee nominees is set forth below. Each of these seven (7) persons has agreed to serve if elected, and the Trust’s management has no reason to believe that any of such persons will be askedunavailable for service as a Trustee. However, if any of them becomes unwilling or unable to approve a new investment advisory agreement with Royceserve, the persons named in the accompanying Proxy will vote for that Fund (each, a “New Agreement” and collectively, the “New Agreements”).election of such other persons, if any, as the Board may nominate.

IntroductionProposed Interested Person Trustee Nominee

RoyceCertain biographical and other information concerning Christopher D. Clark is a majority-owned, indirect subsidiaryset forth below. Mr. Clark is an “interested person” of Legg Mason, Inc. (“Legg Mason”). You are being asked to approve a New Agreement for each Fund in which you own shares because each such Fund’s current investment advisory agreement will terminate upon the saleTrust within the meaning of Legg Mason to Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton. This transaction, which will result in a “changeSection 2(a)(19) of control” of both Legg Mason and Royce, is described in more detail below.

Thethe Investment Company Act of 1940, as amended (the “1940“Investment Company Act”), requires an investment advisory agreement of an investment company to provide for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). A sale of a controlling block of an investment adviser’s “voting securities” (as defined in the 1940 Act) generally is deemed to result in an assignment of such investment adviser’s investment advisory agreements for purposes of the 1940 Act. The consummation of the transaction described below will constitute a sale of a controlling block of voting securities of Royce that will result in the automatic termination of the current investment advisory agreement between each Fund and Royce (each, a “Current Agreement” and collectively, the “Current Agreements”).

If shareholders of a Fund approve the corresponding New Agreement priordue to the consummation ofpositions he holds with Royce Investment Partners (“Royce”)², the transaction, such New Agreement will become effective upon the consummation of the transaction. In the event that the transaction is not consummated, Royce will continue to serve as investment adviser to the Funds pursuant to the termseach of the Current Agreements.Funds. As set forth below, Mr. Clark currently serves as a Trustee and President of the Trust and is a Trustee nominee.

² Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners.

Proposed Independent Trustee Nominees

ThereCertain biographical and other information concerning the Trustee nominees who are not “interested persons” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act (collectively, the “Independent Trustees”) is set forth below.

† The Trustee nominees listed above will be no increasehold office as Trustees of the Trust until their respective successors have been duly elected and qualified or until their earlier resignation, removal, or retirement. Each of Ms. Chadwick and Messrs. Grisanti, Mehlman, O’Brien and Shields also serves as a trustee/director of RCF (2 portfolios), RGT, RMT, and RVT. Messrs. Mehlman and O’Brien also serve as trustees/directors for the Legg Mason Funds (20 portfolios). Ms. Harper serves as a director of RGT, RMT, and RVT.

The Independent Trustees have adopted a retirement policy that calls for the retirement of each Independent Trustee from the Board on December 31 of the year in which he or she reaches the age of 79.

Additional Information Relating to Trustee Nominees

Additional information about each Trustee nominee follows (supplementing the information provided in the contractual investment advisory fee rate for any Fund as a resulttable above) that describes some of the implementation ofspecific experiences, qualifications, attributes or skills that each Trustee nominee possesses which the corresponding New Agreement. The transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by Royce to any Fund.

Description of the Transaction

Legg Mason, Inc. is the indirect parent company of Royce. In February 2020, Legg Mason entered into a definitive agreement (the “Transaction Agreement”) with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, pursuant to which Franklin TempletonBoard believes will acquire Legg Mason. Under the terms of the Transaction Agreement, Franklin Templeton will pay, in cash at closing, $50.00 per share of Legg Mason common stock and will assume approximately $2 billion of Legg Mason’s outstanding debt (the “Transaction”). The total value of the Transaction is approximately $6.5 billion. Upon completion of the Transaction, Royce will become a majority-owned, indirect subsidiary of Franklin Templeton.

Consummation of the Transaction is subject to certain terms and conditions, including, among others: (i) approval of the Transaction by Legg Mason shareholders; (ii) receipt of applicable regulatory approvals; and (iii) consent by investment advisory clients of Legg Mason’s investment affiliates, including Royce, representing a specified percentage of the revenue attributable to the assets under management for those clients to continue their advisory relationships with such Legg Mason investment affiliates, including Royce, following the consummation of the Transaction. This includes approval by shareholders of the Funds of new investment advisory agreementsenable them to be effective upon completion of the transaction, as described below. Subject to satisfaction or waiver of such terms and conditions, the Transaction is expected to close later in 2020.

As part of the Transaction, Franklin Templeton will preserve the investment autonomy of Legg Mason’s investment affiliates, including Royce. Upon consummation of the Transaction, Franklin Templeton will be one of the world’s largest independent, specialized global investment managers with a combined $1.5 trillion in assets under management (based on the assets under management of Franklin Templeton and Legg Mason as of January 31, 2020). The investment platform of the combined organization will be balanced between retail and institutional client assets under management. The combined organization will have greater scale, broader distribution capabilities, and new opportunities to grow. Approval of the New Agreements will assure continuity of the investment programs selected by shareholders through their respective investments in the Funds and allow the Funds’ operations to continue uninterrupted after the completion of the Transaction.

Information Concerning Royce, Legg Mason, and Franklin Templeton

Royce. Royce, whose principal executive offices are at 745 Fifth Avenue, New York, NY 10151, is responsible for the management of each Fund’s assets. Royce has been investing in smaller-company securities with a value approach for more than 45 years. Royce’s assets under management were approximately $[____] billion as of January 31, 2020.

Legg Mason. Legg Mason, whose principal executive offices are at 100 International Drive, Baltimore, Maryland 21202, is a financial services holding company that provides asset management and financial services through its investment affiliates. Legg Mason’s investment affiliates, including Royce, operate with investment independence and have specialized expertise across equity, fixed income, alternative and liquidity investments and markets around the globe. Legg Mason’s assets under management were approximately $806 billion as of January 31, 2020.

Franklin Templeton. Franklin Resources, Inc., whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. Through specialized teams, Franklin Templeton has expertise across all asset classes, including equity, fixed income, alternatives and custom multi-asset solutions. Franklin Templeton has more than 600 investment professionals, who are supported by Franklin Templeton’s integrated, worldwide team of risk management professionals and global trading desk network, and has employees in over 30 countries. The common stock of Franklin Resources, Inc. is traded on The New York Stock Exchange (the “NYSE”) under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index.

Impact of Transaction on Services Provided to the Funds

The Transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by Royce to each Fund and its shareholders. In particular, the Transaction is not expected to result in any material changes in the manner in which Royce provides services to each Fund. The Transaction also is not expected to result in any changes in the personnel providing portfolio management services to each Fund. Royce will be able to draw upon the resources of the combined Franklin Templeton, which will be one of the world’s largest independent asset managers with a broad distribution footprint.

Information About the Current Investment Advisory Agreements

Royce has served as each Fund’s investment adviser other than Royce Pennsylvania Mutual Fund (“PMF”) since its inception and has managed the investment policies and made investment decisions for each Fund pursuant to the Current Agreements.Appendix C to this Proxy Statement contains certain information relating to the Current Agreement for each Fund, including:Trustees.

Terms of New Investment Advisory Agreements and Comparison of New Investment Advisory Agreements with Current Investment Advisory Agreements

The terms of the New Agreement for each Fund are identical to the terms of the Current Agreement for each Fund, except for the dates of execution, effectiveness, and termination, and are summarized below. The contractual investment advisory fee rate for each Fund under its New Agreement is identical to that Fund’s contractual investment advisory fee rate under its Current Agreement. A form of New Agreement for each Fund is set forth asAppendix D to this Proxy Statement.

Under the New Agreements (as is the case under the Current Agreements), Royce:

Under the New Agreements (as is the case under the Current Agreements), the Trust:

UnderThe Board believes that each Trustee nominee’s experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the New Agreements (as is the case under the Current Agreements), Royce shall not be liableperspective such Trustee nominee brings to the Trustentire Board, with no single Trustee nominee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to anyhave the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund for any action taken or omittedmanagement, service providers and counsel, in order to be taken by Royce in connection with the performance of any of its duties or obligations thereunder or otherwise as an investment adviser to the Trust or to any Fund, and the Trust or each Fund involved, as the case may be, shall indemnify Royce and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by Royce in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or any Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by Royce in connection with the performance of any of its duties or obligations thereunder or otherwise as an investment adviser to the Trust or any Fund. Notwithstanding the immediately preceding sentence to the contrary, nothing contained in the New Agreements (or the Current Agreements) shall protect or be deemed to protect Royce against or entitle or be deemed to entitle Royce to indemnification in respect of, any liability to the Trust or to any Fund or its security holders to which Royce would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligenceexercise 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 Trustee nominee’s educational background; business, professional training or practice, public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit entities or other organizations; and/or other life experiences. The charter for the Board’s Nominating Committee contains certain other specific factors considered by the Nominating Committee in identifying and selecting Trustee candidates (as described below).

To assist them in evaluating matters under federal and state law, the Trustees 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’s internal counsel; both the Board and Royce’s internal counsel have significant experience advising funds and fund board members. The Board and its dutiescommittees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.

There are no family relationships between or among any Trustee nominee or any of the Trust’s officers.

Share Ownership by reasonTrustee Nominees and Trust Officers

As of the Record Date, no Independent Trustee nominee or any of his or her immediate family members directly or indirectly owned any securities issued by Franklin Resources, Inc., Royce’s indirect corporate parent, or any of its reckless disregardaffiliates (other than registered investment companies). Exhibit C to this Proxy Statement sets forth the dollar range of its dutiesFund shares and obligations undershares of The Royce Funds held by each Trustee nominee as of the New Agreements (orRecord Date. Information regarding the Current Agreements)ownership of Fund shares by the Trustee nominees and officers of the Trust as of the Record Date is also set forth in Exhibit C to this Proxy Statement (if a Trustee nominee or officer is not listed with respect to a Fund, such person does not hold shares of that Fund).

DeterminationsCompensation of whetherIndependent Trustee Nominees, Interested Trustee Nominees, and Certain Retired Trustees

Each of the Independent Trustee nominees except Cecile B. Harper received compensation from the Trust, The Royce Funds, and the extent to which Royce is entitled to indemnification underFund Complex during the New Agreements (or the Current Agreements) shall be made by reasonable and fair means, including (i) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that Royce was not liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties, or (ii)year ended December 31, 2019 as set forth in the absence of such a decision, a reasonable determination, based upon a review oftable below. Two Board members who retired from the facts, thatBoard effective December 31, 2019 also received compensation from the Trust, The Royce was not liable by reason of such misconduct by (a)Funds, and the vote of a majority of a quorumFund Complex during the year ended December 31, 2019 as set forth in the table below. Effective January 1, 2020, each of the Independent Trustees who arereceives a fee of $154,000 per year for serving on the Board plus $6,500 for each Board meeting attended. The Interested Trustee nominee did not parties toreceive any compensation from the action, suitTrust, The Royce Funds, or other proceeding, or (b) an independent legal counsel in a written opinion.the Fund Complex during the year ended December 31, 2019.

Possible Interim Investment Advisory Agreement

If the shareholders of a Fund do not approve the relevant New AgreementBoard Composition and the Transaction is completed, an interim investment advisory agreement between Royce and that Fund (the “Interim Agreement”) will take effect upon the closing of the Transaction. The Interim Agreement, which has been approved by the Board, will allow Royce to continue providing services to the Fund while shareholder approval of the New Agreement continues to be sought.Leadership Structure

The termsInvestment Company Act requires that at least 40% of the Interim Agreement are identical to those of the Current Agreement, except for the term and escrow provisions described below. The Interim Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the "150-day period") or when shareholders of the relevant Fund approve the New Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by Royce under the Interim Agreement will be held in an interest-bearing escrow account. If Fund shareholders approve the corresponding New Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Agreement will be paid to Royce. If the shareholders of the relevant Fund doTrust’s Trustees not approve the New Agreement prior to the end of the 150-day period, the Board will consider what further action to take consistent with its duties under applicable law, and Royce will be paid the lesser of its costs incurred in performing its services under the Interim Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Board would either negotiate a new investment advisory agreement with an advisory organization selected by the Board or make other appropriate arrangements.

Board Evaluation

At a Board meeting held on April 21, 2020 (the “April Board Meeting”), representatives of Royce, Legg Mason, and Franklin Templeton made presentations to, and responded to questions from, the Board regarding the Transaction and Franklin Templeton’s plans and intentions regarding Legg Mason’s asset management business, including the preservation and continued investment autonomy of Royce and the combination of the distribution resources of Royce, Legg Mason, and Franklin Templeton. The Board was advised that the Transaction, if completed, would constitute a “change of control” under the 1940 Act that would result in the termination of the Current Agreements. At the April Board Meeting, which included meetings of the full Board and separate meetings of the Independent Trustees, the Board considered, among other things, whether it would be in the best interests of each Fund and its shareholders to approve the corresponding New Agreement, and the anticipated impacts of the Transaction on each Fund and its shareholders. The Board, including a majority of the Independent Trustees, approved a New Agreement for each Fund at the April Board Meeting.

To assist the Board in its consideration of the New Agreements, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization. Franklin Templeton and Legg Mason also provided materials and information about the Transaction. The Independent Trustees, through their independent legal counsel, also requested and received additional information from Franklin Templeton and Legg Mason in connection with the Independent Trustees' consideration of the New Agreements. The additional information was provided in advance of the April Board Meeting. After the presentations and after reviewing the written materials provided, the Independent Trustees met in executive session with their counsel to consider the New Agreements.

The Board’s evaluation of the New Agreements reflected the information provided specifically in connection with their review of the New Agreements, as well as, where relevant, information that was previously furnished to the Board in connection with the most recent renewal of the Current Agreements at in-person meetings held on June 5, 2019 and at other Board meetings held thereafter. 

Among other things, the Trustees considered:

(i) the reputation, experience, financial strength, and resources of Franklin Templeton and its investment advisory subsidiaries;

(ii) that Franklin Templeton has informed the Board that it intends to maintain the investment autonomy of the Legg Mason investment advisory subsidiaries, including Royce;

(iii) that Franklin Templeton and Legg Mason have informed the Board that, following the Transaction, there is not expected to be any diminution in the nature, extent, and quality of services provided to the Funds and their respective shareholders by Royce, including compliance and non-advisory services, and has represented that there are not expected to be any changes in the portfolio management personnel managing the Funds as a result of the Transaction;

(iv) that there will not be any changes to each Fund’s custodian or other service providers as a result of the Transaction;

(v) that Franklin Templeton has informed the Board that it has no present intention to alter the currently effective fee waiver and expense reimbursement arrangements for the Funds, and, while it reserves the right to do so in the future, it would consult with the Board before making any future changes;

(vi) that Franklin Templeton does not expect to propose any changes to the investment objective or principal investment strategies of any Fund as a result of the Transaction;

(vii) the potential benefits to Fund shareholders from being part of a combined fund family with Franklin Templeton-sponsored funds and access to a broader array of investment and distribution opportunities;

(vii) that Franklin Templeton’s distribution capabilities, particularly with respect to retail investors, and significant network of intermediary relationships may provide additional opportunities for the Funds to grow assets and lower fees and expenses by spreading expenses over a larger asset base; 

(ix) that each of Franklin Templeton and Legg Mason will derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered; 

(x) the fact that each Fund’s contractual investment advisory fee rate and administrative fee arrangements will remain the same and will not increase by virtue of the New Agreements;

(xi) the terms and conditions of the New Agreements, including that each New Agreement is identical to its corresponding Current Agreement except for its date of execution, effectiveness, and termination;

(xii) the support expressed by the current senior management team at Legg Mason for the Transaction and Legg Mason’s recommendation that the Board approve the New Agreements;

(xiii) that the Current Agreements are the product of multiple years of review and negotiation and information received and considered by the Board in the exercise of its business judgment during those years, and that on June 5, 2019 the Board had performed a full review of and approved the Current Agreements as required by the 1940 Act and had determined in the exercise of its business judgment that Royce has the capabilities, resources, and personnel necessary to provide the services provided to each Fund, and that the investment advisory fees paid by or in respect of each Fund, taking into account any applicable voluntary fee waiver and expense reimbursement arrangements, represent reasonable compensation to Royce in light of the services provided, the costs to Royce of providing those services, the fees and other expenses paid by similar funds, and such other matters as the Board considered relevant in the exercise of its business judgment, and represented an appropriate sharing between Fund shareholders and Royce of any economies of scale in the management of each Fund at current and anticipated asset levels;

(xiv) that the Funds will not bear the costs of obtaining shareholder approval of the New Agreements, including the legal costs associated with the proxy solicitation, regardless of whether the Transaction is consummated; and

(xv) that under the Transaction Agreement, Franklin Templeton acknowledged that Legg Mason had entered into such Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton agreed to use reasonable best efforts to conduct its business so that (a) for a period of not less than three years after the closing of the Transaction, no more than 25% of the Trustees shall be “interested persons” (as defined in the 1940Investment Company Act) of the Trust and as such are not affiliated with Royce (“Independent Trustees”). To rely on certain exemptive rules under the Investment Company Act, a majority of the Trust’s Trustees must be Independent Trustees, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the Investment Company Act or the rules thereunder require the approval of a majority of the Independent Trustees. Currently, more than 80% of the Trust’s Trustees are Independent Trustees. The Board does not have a chairman, but the President, an interested person of the Trust, acts as chairman at the Board meetings. The Independent Trustees have not designated a lead Independent Trustee, but the Chairman of the Audit Committee, Mr. Mehlman, generally acts as chairman of meetings or executive sessions of the Independent Trustees and, when appropriate, represents the views of the Independent Trustees to management. The Board has determined that its leadership structure is appropriate in light of the services that Royce and (b) for a periodits affiliates provide to the Trust and potential conflicts of not less than two years after the closinginterest that could arise from these relationships.

Standing Committees of the Transaction, neither Franklin Templeton norBoard: Audit Committee

The Board has an Audit Committee, currently comprised of Patricia W. Chadwick, Christopher C. Grisanti, Arthur S. Mehlman, G. Peter O’Brien, and Michael K. Shields. Ms. Harper will become a member of the Audit Committee in the event she is elected as a Trustee of the Trust. The Audit Committee is responsible for, among other things, recommending the selection and nomination of the Funds’ independent accountants and for conducting post-audit reviews of the Funds’ financial statements with such independent accountants. The Trust has adopted an Audit Committee charter, a copy of which is attached as Exhibit D to this Proxy Statement. Mr. Mehlman serves as Chairman of the Audit Committee. Mr. Mehlman and Ms. Chadwick are designated as Audit Committee Financial Experts, as defined under Securities and Exchange Commission Regulations.

Standing Committees of the Board: Nominating Committee

The Board has a Nominating Committee, currently comprised of Patricia W. Chadwick, Christopher C. Grisanti, Arthur S. Mehlman, G. Peter O’Brien, and Michael K. Shields. Ms. Harper was nominated by another Independent Trustee and will become a member of the Nominating Committee in the event she is elected as a Trustee of the Trust. The Nominating Committee is responsible for, among other things, identifying individuals qualified to serve as Independent Trustees of the Trust and recommending its nominees for consideration by the full Board. The Trust has adopted a Nominating Committee charter. Mr. O’Brien serves as the Chairman of the Nominating Committee. While the Nominating Committee is solely responsible for the selection and nomination of the Trust’s Independent Trustees, the Committee will review and consider nominations for the office of Trustee made by management and by Fund shareholders as it deems appropriate. Shareholders who wish to recommend a nominee should send their suggestions to the Secretary of the Trust, which should include biographical information and set forth their proposed nominee’s qualifications.

The Nominating Committee charter requires the Nominating Committee to identify individuals qualified to serve as Independent Trustees of the Trust and to recommend its nominees for consideration by the Board. In considering potential nominees, the Nominating Committee will take into consideration; (i) the contribution which the person can make to the Board, with consideration given to the person’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’s personal and professional qualities and attributes would provide a beneficial diversity of skills, experience and/or perspective to the Board; (ii) the character and integrity of the person; (iii) whether or not the person is an “interested person” as defined in the Investment Company Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee or Independent Trustee of the Trust; (iv) 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 Funds, Fund service providers or their affiliates; (v) whether or not the person is financially literate pursuant to stock exchange audit committee membership standards; (vi) 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) 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 Trustee of the Trust; and (viii) whether or not the selection and nomination of the person would be in the best interest of the Trust in light of the requirements of the Trust’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 affiliates shall imposeevaluation 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’s existing membership at the time such potential candidate is considered. A copy of the Nominating Committee charter is attached as Exhibit E to this Proxy Statement.

Standing Committees of the Board: Distribution Committee

The Board has a Distribution Committee (the “Distribution Committee”), currently comprised of Christopher D. Clark. As noted above, Mr. Clark is an “unfair burden” (within“interested person” of the Trust within the meaning of the 1940 Act, including any interpretations or no-action lettersSection 2(a)(19) of the SecuritiesInvestment Company Act. The Distribution Committee is responsible for, among other things, approving the Funds’ payment of dividends from net investment income and Exchange Commission) ondistributions from capital gains, if any, Fund as a resultto ensure compliance with the requirements of Subchapter M of the transactions contemplatedInternal Revenue Code of 1986, as amended.

Board’s Oversight Role in Management

The Board’s role in management of the Trust is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Trust, primarily Royce and its affiliates, have responsibility for the day-to-day management of the Trust, 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 Trust’s and Royce’s Chief Compliance Officer and portfolio management personnel. The Audit Committee (which consists of the five current Independent Trustees) meets during its scheduled meetings, and between meetings the Chairman of the Audit Committee maintains contact with the Trust’s independent registered public accounting firm and the Trust’s 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’s own independent legal counsel regarding regulatory, compliance and governance matters. The Board’s oversight role does not make the Board a guarantor of the Trust’s investments or activities.

Committee and Board Meetings

During the year ended December 31, 2019, the Board held six meetings, the Audit Committee held two meetings, and the Nominating Committee held two meetings. The Distribution Committee took action in respect of the Funds seven times by written consent. Each Trustee then in office attended 75% or more of the aggregate of the total number of meetings of the Board and the total number of meetings of the Audit Committee held during that year.

Officers of the Trust

Officers of the Trust are elected each year by the Transaction Agreement or any express or implied terms, conditions, or understandings applicable thereto.Board. The following sets forth information concerning the Trust’s officers:

* The address of each officer of the Trust is c/o Royce Investment Partners, 745 Fifth Avenue, New York, New York 10151.

** Each officer of the Trust is elected by, and serves at the pleasure of, the Board.

CertainOfficers of these considerations are discussedthe Trust receive no compensation from the Trust. Each officer is an interested person of the Trust, as defined in more detail below.the Investment Company Act, by virtue of each such officer’s position with Royce.

In their deliberations,Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (“PWC”), whose address is 100 East Pratt Street, Suite 1900, Baltimore, MD 21202-1096, is the Trustees considered information receivedTrust’s independent registered public accounting firm, providing audit services, tax return preparation and assistance and consultation in connection with the most recent approval or continuationreview of each Current Agreement in addition to information provided by Franklin Templetonvarious Securities and Exchange Commission filings. PWC also acts as independent auditors for Legg Mason and its subsidiaries and for certain investment companies for which Legg Mason’s asset management subsidiaries act as investment adviser. Representatives from PWC are not expected be present at the Meeting.

Audit Fees

PWC billed $297,369 and $364,841 in connection with their evaluationfees for professional services rendered for the audit of the termsFunds’ annual financial statements for the fiscal years ended December 31, 2019 and conditionsDecember 31, 2018, respectively.

Audit-Related Fees

For each Fund’s two most recently completed fiscal years, PWC did not bill any fees related to the performance of the corresponding New Agreement. The Board also took into account information furnished throughout the year at regular Board meetings,audit or review of financial statements that are not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, on investment performance, shareholderattestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

Tax Fees

PWC billed $160,058 and $165,420 in fees related to tax compliance, tax advice and tax planning, including services distribution fees and expenses, regulatory compliance, liquidity risk management, cybersecurity risk, allocation of brokerage commissions, “soft dollar” research services received by Royce, payments made to affiliates of Royce, as well as payments made by Royce relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution of each Fund’s shares, and other directanalysis reviews and indirect benefits to Roycemiscellaneous tax advice, for the fiscal years ended December 31, 2019 and its affiliates from their relationship with the Funds. The Trustees did not identify any particular information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors. The Trustees evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund.December 31, 2018, respectively.

The information provided and presentations made to the Board encompassed each of the Funds. The discussion below for each Fund covers both the investment advisory functions rendered by Royce for the Fund pursuant to the relevant New Agreement and the administrative functions rendered by Royce for the Funds pursuant to the Administration Agreement, by and between Royce and the Trust. The Independent Trustees considered each New Agreement separately from all of the other New Agreements in the course of their review.All Other Fees

The Independent Trustees were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Trustees received a memorandum from their independent legal counsel discussing the legal standardsFor each Fund’s two most recently completed fiscal years, PWC did not bill any fees for their consideration of the New Agreements. The Independent Trustees also reviewedproducts and discussed the proposed approval of the New Agreements with their independent legal counsel in a private session at which no representatives of Royce, Legg Mason, or Franklin Templeton were present.

Nature, extent, and quality of the services under the New Agreements.The Board received and considered information regarding the nature, extent, and quality of services provided to the Funds by Royceother than those reported under the Current Agreements. The Board considered the following factors to be of fundamental importance to its consideration of the Current Agreements: (i) Royce’s more than 45 years of value investing experience“Audit Fees,” “Audit-Related Fees” and track record; (ii) the history of long-tenured Royce portfolio managers managing many of the Funds; (iii) Royce’s focus on mid-cap, small-cap and micro-cap value investing; (iv) the consistency of Royce’s approach to managing each Fund, other open-end mutual funds, and closed-end funds over more than 45 years; (v) the integrity and high ethical standards adhered to at Royce; (vi) Royce’s specialized experience in the area of trading small- and micro-cap securities; (vii) Royce’s historical ability to attract and retain portfolio management talent; and (viii) Royce’s focus on shareholder interests as exemplified by capping expenses on smaller funds, closing funds to new investors when Royce believed such closings were in the best interests of existing shareholders, establishing breakpoints for a number of funds and providing expansive shareholder reporting and communications. The Board also noted that Royce’s compensation policy arrangements strongly encourage portfolio manager investment in each Fund that they manage. The Board also reviewed the services that Royce provides to each Fund, including, but not limited to, managing each Fund’s investments in accordance with the stated policies of each Fund. The Board considered the fact that Royce provided certain administrative services to the Funds at cost pursuant to the Administration Agreement between Royce and the Trust. The Board also took into consideration the histories, reputations and backgrounds of Royce’s portfolio managers for each Fund, finding that these would likely have an impact on the continued success of such Fund. The Board also noted Royce’s ability to attract and retain qualified and experienced personnel. Lastly, the Board noted that Royce officers, employees, and their families had substantial amounts invested in various Funds.

In evaluating the nature, extent, and quality of the services to be provided to the Funds by Royce under the New Agreements, the Trustees considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of Royce, and that Franklin Templeton and Legg Mason have advised the Board that, following the completion of the Transaction, there is not expected to be any diminution in the nature, extent, and quality of the services provided to the Funds and their shareholders by Royce, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel for any Fund as a result of the Transaction. The Board also considered information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition. The Board recognized the importance of the Funds having an investment adviser with access to significant organizational and financial resources.“Tax Fees.”

The Board receivedQuorum and considered information prepared internally by Royce and independently by Broadridge Financial Solutions, Inc. (“Broadridge”) using the database and methodology of Morningstar Associates, LLC containing detailed investment advisory fee, expense ratio, and investment performance comparisons for each Fund with other mutual funds in its “peer group” and “category” in connection with its consideration of each Current Agreement. The Board was provided with a description of the methodology used to determine the similarity of each Fund with the funds included in its peer group. It was noted that while the Trustees found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Trustees believe that risk-adjusted performance continues to be the most appropriate measure of each Fund’s investment performance and attach primary importance to risk-adjusted performance over relatively long periods of time, typically 3 to 10 years. It was also noted that the Board received and discussed with management information throughout the year at periodic intervals comparing each Fund’s performance against its benchmark and against its peers. In addition, the Board considered each Fund’s performance in light of overall financial market conditions. Where a Fund’s performance was below the median during one or more specified periods, the Board noted the explanations from Royce concerning the Fund’s relative performance versus the peer group for the various periods. The Board also reviewed and considered the Funds’ absolute total returns, monthly rolling average returns, and down-market performance and, for Funds in existence for such periods, long-term performance records for periods exceeding 10 years.

Based on their review of the materials provided and the assurances they had received from Franklin Templeton, Legg Mason, and Royce, the Trustees determined that the Transaction was not expected to affect adversely the nature, extent, and quality of services provided by Royce and that the Transaction was not expected to have a material adverse effect on Royce’s ability to provide those services, and the Board concluded that, overall, the nature, extent, and quality of services expected to be provided, including performance, under the New Agreements were sufficient for approval.

Investment advisory fees and expense ratios.The Board reviewed and considered each Fund’s contractual investment advisory fee rate, the actual investment advisory fee rate paid by each Fund, and each Fund’s total and net operating expense ratio in light of the nature, extent, and quality of the investment advisory services provided to each Fund by Royce in connection with its consideration of each Current Agreement. In addition, the Board has also received and considered information provided by Broadridge comparing each Fund’s contractual investment advisory fee rate, the actual investment advisory fee rate paid by each Fund, and each Fund’s total and net expense ratios with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Morningstar. It was noted that while the Board found the Broadridge data generally useful they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board has also noted in the past that Royce manages each Fund in an active fashion and that each Fund has historically had a high active share score. The Trustees also considered fees charged by Royce to institutional and other clients and noted that, given the greater levels of services that Royce provides to registered investment companies such as the Funds as compared to other accounts, each Fund’s investment advisory fees compared favorably to these other accounts.

In evaluating the costs of the services to be provided by Royce under the New Agreements, the Trustees considered, among other things, whether investment advisory fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from Franklin Templeton, Legg Mason, and Royce, the Trustees determined that the Transaction would not increase the total fees payable by any Fund for investment advisory services.

Taking all of the above into consideration, as well as the factors identified below, the Board determined that the investment advisory fee for each Fund was reasonable in light of the nature, extent, and quality of the services to be provided under the corresponding New Agreement.

Profitability and economies of scale.The Board considered the cost of the services provided by Royce and the profits realized by Royce from its relationship with each Fund in connection with its consideration of each Current Agreement. As part of the analysis, the Board discussed with Royce its methodology in allocating its costs to each Fund and concluded that Royce's allocations were reasonable. The Board noted that at times in the past Royce had closed certain of the Funds to new investors because of the rate of growth in Fund assets. The Board concluded that Royce's profits with respect to each Fund were reasonable in relation to the nature and quality of services provided.

The Board also considered whether there have been economies of scale in respect of the management of each Fund, whether each Fund has appropriately benefited from any economies of scale and whether there is potential for realization of any further economies of scale in connection with its consideration of each Current Agreement. The Board noted the time and effort involved in managing portfolios of small- and micro-cap stocks and that they did not involve the same efficiencies as do portfolios of large-cap stocks. The Board also noted that in 2004 breakpoints were added to the investment advisory fees for all of the then-existing Funds except PMF (PMF's fee schedule already had breakpoints) and that the investment advisory fees for all Funds organized since 2004 included breakpoints. The Board further noted the reduced contractual breakpoint levels for each Fund, other than PMF, that became effective as of July 1, 2017. The Trustees concluded that the current fee structure for each Fund was reasonable and that the relevant shareholders sufficiently participated in economies of scale.

The Trustees noted that Franklin Templeton and Legg Mason expected to realize cost savings from the Transaction based on synergies of operations, as well as to benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, they noted that other factors could also affect profitability and potential economies of scale, and that it was not possible to predict with any degree of certainty how the Transaction would affect Royce’s profitability from its relationship with the Funds, nor to quantify at this time any possible future economies of scale, but the Trustees noted they would continue to evaluate these matters going forward.

Other benefits to Royce. The Board considered other benefits received by Royce as a result of its relationship with each Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment advisory and other services to each Fund and the ongoing commitment of Royce to the Funds, the Board considered that the ancillary benefits that Royce received were reasonable. In evaluating the fall-out benefits to be received by Royce under the New Agreements, the Trustees considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Current Agreements. Based on their review of the materials provided, and their discussions with Franklin Templeton and Legg Mason, the Trustees determined that those benefits could include increased ability for Franklin Templeton, Legg Mason, and Royce to distribute shares of their funds and other investment products. The Trustees noted that any such benefits were difficult to quantify with certainty at this time, and indicated that they would continue to evaluate them going forward.

The Board also considered that Franklin Templeton may derive reputational and other benefits from its ability to use the Royce name in connection with operating and marketing of its funds. The Board also considered that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities.

Conclusion. After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Trustees, including the Independent Trustees, unanimously concluded that each New Agreement, including the fees payable thereunder, was fair and reasonable and that entering into each New Agreement was in the best interests of the relevant Fund’s shareholders, and they voted to approve each New Agreement and to recommend that Fund shareholders approve the relevant New Agreement.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act permits, in the context of a change in control of an investment adviser to a registered investment company, the receipt by such investment adviser (or any of its affiliated persons) of any amount or benefit in connection with such sale, as long as two conditions are satisfied. First, during the three-year period immediately following the sale of such interest, at least 75% of the investment company’s board of directors/trustees must not be “interested persons” of the investment adviser within the meaning of the 1940 Act. Second, there may not be imposed an “unfair burden” on the investment company as a result of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

The Board has not been advised by Royce, Legg Mason, or Franklin Templeton of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” being imposed on the Trust or any Fund. Moreover, Franklin Templeton has advised the Board that it will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be satisfied with respect to the Transaction.

ADDITIONAL INFORMATION

General

Under the rules of the NYSE that govern brokers who have record ownership of the shares of a Fund that are held in "street name" for their customers (i.e., the beneficial owners of such Fund shares), brokers who have not received voting instructions from beneficial owners have the discretion to vote such shares on routine matters. With respect to Proposal No. 1 for each Fund, it is not expected that brokers will be permitted to vote any Fund shares in their discretion.

Inspectors and Judges of Voting

Shareholders vote at the Meeting with respect to each Fund in which they own shares by casting ballots (in person or by proxy), which votes will be tabulated by one or two persons who were appointed by the Board before the Meeting to serve as Inspectors and Judges of Voting at the Meeting and who have executed an Inspectors and Judges Oath.

QuorumRequired Vote

A quorum consists of shareholders representing a majority of each Fund is necessary to hold a valid meeting of shareholders with respect to the Fund. Under the Bylawsoutstanding shares of the Trust, a quorum will exist with respect to a Fund if shareholders entitled to vote, more than 50% of the issued and outstanding shares of that Fund on the Record Datewho are present at the Meeting in person or by proxy. In determining whetherAssuming a quorum is present at the Meeting, with respect to a Fund, the Inspectors and Judges of Voting will count shares of that Fund represented by proxies that reflect abstentions, "uninstructed shares," and the withholding of authority to vote as shares that are present and entitled to vote at the Meeting with respect to that Fund. "Uninstructed shares" are, with respect to Proposal No. 1 for each Fund, shares of the Fund held by brokers or nominees as to which the broker or nominee does not have discretionary voting power and for which the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how such shares will be voted, but for which a broker or nominee returns the proxy card without actually voting on Proposal No. 1 with respect to the Fund. Each Fund may request that selected brokers or nominees return proxies in respect of shares of the Fund for which the broker or nominee does not have discretionary voting power or for which voting instructions have not been received to the extent necessary to obtain a quorum at the Meeting with respect to the Fund. Thus, shareselection of a Fund represented by proxies that reflect abstentions, "uninstructed shares," and the withholding of authority to voteTrustee will be counted in determining (i) whetherrequire a quorum is present at the Meeting with respect to that Fund and (ii) the total number of shares present at the Meeting with respect to that Fund.

Required Vote

Approval of a New Agreement for each Fund requires the affirmative vote of a majority of the outstanding voting securities of the Fund, which is defined in the 1940 Act as the lesser of: (i) 67% or more of the shares of the Fund present at the Meeting, if the holders of more than 50% of the outstanding shares of such Fund are present or represented by proxy at the Meeting; or (ii) more than 50%plurality of the outstanding shares of the Fund. Shares of a Fund represented by proxies that reflect abstentions, "uninstructed shares," and the withholding of authority to vote will have the same effect as a vote against Proposal No. 1Trust cast at the Meeting with respect to that Fund as well as a vote against any adjournment of the Meeting with respect to that Fund.Meeting.

In accordance with the provisions of agreements governing certain Individual Retirement Accounts holding shares of any particular Fund and GiftShare Accounts holding shares of PMF,Royce Pennsylvania Mutual Fund, the applicable trustee or custodian may vote all unvoted shares of that Fund held in such accounts in the same proportion as shares of that Fund for which voting instructions are timely received (i.e., for Proposal No. 1, against Proposal No. 1, or abstain) by such Fund or its agent.

THE BOARD RECOMMENDS THAT ALL SHAREHOLDERS VOTE “FOR” ALL OF THE TRUSTEE NOMINEES.

PROXY COSTS

All of the costs of the Meeting, including printing, postage, voting tabulation, and other proxy-related expenses, will be borne by the Funds.

Royce will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding Proxy material to the beneficial owners of each Fund’s shares. Some officers and employees of the Trust and Royce may solicit Proxies personally and by telephone, if deemed desirable.

ADDITIONAL INFORMATION

Adjournment or Postponement of Meeting with Respect to a FundMeeting; Other Matters

If a quorum is not present at the Meeting with respect to a Fund, or if a quorum is present at the Meeting with respect to a Fund but sufficient votes to approve Proposal No. 1 are not received, with respect to that Fund, the Meeting with respect to that Fund may be adjourned to permit further solicitation of proxies. In the absence of a quorum with respect to a Fund, the persons named as proxies may propose an adjournment of the Meeting with respect to that Fund, and will vote in favor of such adjournment those proxies which they are entitled to vote in favor of Proposal No. 1 with respect to that Fund and will vote against any such adjournment those proxies required to be voted against Proposal No. 1 with respect to that Fund. If a quorum is present with respect to a Fund but insufficient votes have been received to approve Proposal No. 1 with respect to that Fund, the chairperson of the Meeting may adjourn the Meeting with respect to that Fund to permit further solicitation of proxies if the chairperson determines that an adjournment and additional solicitation is reasonable and in the interest of shareholders of that Fund.the Funds’ shareholders. Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment other than announcement at the Meeting or any adjournment or postponement thereof.

The Meeting with respect to any Fund may also be postponed prior to the Meeting. If it is decided to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), any such updates will be announced by means of a press release, which will be posted on the following website: http://www.royceinvest.com.www.royceinvest.com. An announcement will also be filed with the Commission via its EDGAR system.

Information about Royce, Its Affiliated Broker-Dealer, Fees Paid byIf the FundsMeeting is adjourned or postponed to Royce and its Affiliates, and Other U.S. Registered Investment Companies Advised by Royce

Royce.Royce, whose principal executive offices are at 745 Fifth Avenue, New York, NY 10151, is responsiblea date more than 60 days after the originally established meeting date, the Board will set a new record date for the management of each Fund’s assets. Royce has been investing in smaller-company securities with a value approach for more than 45 years. Royce’s assets under management were approximately $[____] billion as of January 31, 2020.

Royce is a Delaware limited partnership. Royce’s general partner is Royce & Associates GP, LLC (“Royce GP”). Royce’s limited partners are Legg Mason Royce Holdings, LLC (“Legg Mason Royce Holdings”) and certain employees of Royce GP. Royce is more than 75% owned and controlled by Legg Mason Royce Holdings. Legg Mason Royce Holdings is 100% owned and controlled by Legg Mason. The principal executive offices of Legg Mason and Legg Mason Royce Holdings are at 100 International Drive, Baltimore, Maryland 21202.

Appendix E to this Proxy Statement sets forth the names and principal occupations of the members of Royce’s Board of Managers and Royce’s principal executive officers along with the names and titles of eachTrustee and officer of the Trust who is an officer, employee, or director of Royce.The principal address of each individual as it relates to such duties is the same as that set forth above for Royce.

Affiliated Broker-Dealer.Royce Fund Services, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Royce, is the distributor of each Fund. RFS’s principal office is located at 745 Fifth Avenue, New York, New York 10151. RFS will continue as distributor if the New Agreements are approved.

Information Relating to Amounts and Brokerage Commissions Paid by Funds to Royce and its Affiliates. Appendix F to this Proxy Statement sets forth, for the fiscal year ended December 31, 2019, information relating to: (i) amounts paid by the Funds to Royce and its affiliates and related waivers and (ii) brokerage commissions paid by the Funds to affiliated brokers. There were no other material payments by the Funds to Royce or its affiliates during that period.Appendix F to this Proxy Statement also includes similar information for certain other series of the Trust that were reorganized into a Fund or were liquidated during such period.

Information Relating to Other U.S. Registered Investment Companies Advised by Royce. Appendix G to this Proxy Statement sets forth information relating to other U.S. registered investment companies for which Royce serves as investment adviser.

Fiscal Year

The fiscal year end of the Trust and each Fund is December 31.

Shareholder ProposalsMeeting.

The Trust expects that broker-dealer firms holding shares of the Funds in “street name” for the benefit of their customers and each Fundclients will request the instructions of such customers and clients on how to vote their shares on Proposal 1. The Trust understands that, under the rules of the New York Stock Exchange, such broker-dealers may, without instructions from such customers and clients, grant authority to the proxies designated by the Trust to vote on the election of Trustees if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Certain broker-dealer firms may exercise discretion over shares held in their name for which no instructions are received by voting such shares in the same proportion as they have voted shares for which they have received instructions.

The shares as to which the Proxies so designated are granted authority by broker-dealer firms to vote on Proposal 1 and any other matter to be considered at the Meeting, the shares as to which broker-dealer firms have declined to vote (“broker non-votes”), and the shares as to which Proxies are returned by record shareholders but which are marked “abstain” on any item will be included in the Trust’s tabulation of the total number of votes present for purposes of determining whether the necessary quorum of shareholders exists. However, abstentions and broker non-votes will not be counted as votes cast. Therefore, abstentions and broker non-votes will not have an effect on the election of Trustees.

Shareholders vote at the Meeting by casting ballots (in person or by proxy) which are tabulated by one or two persons, appointed by the Board of Trustees before the Meeting, who serve as Inspectors and Judges of Voting at the Meeting and who have executed an Inspectors and Judges Oath.

Shareholder Proposals

The Trust is not required, and they currently dodoes not intend, to hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting must send their written proposal to the Trust a reasonable time before the Board’s solicitation relating to such meeting is to be made. Any shareholder who wishes to bring any proposal at any subsequent shareholder meeting without including such proposal in the Trust’s proxy statement relating to the meeting also must send his or her written proposal to the Trust a reasonable time before the Board’s solicitation relating to such meeting is to be made. Written proposals should be sent to the Secretary of the Trust, 745 Fifth Avenue, New York, New York 10151.

Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Trust’s proxy materials. Inclusion of such proposals is subject to limitations under the federal securities laws.

Proxy Delivery

If you and another shareholder share the same address, the Trust may send only one proxy statement unless you or the other shareholder(s) request otherwise. Call or write to the Trust if you wish to receive a separate copy of the proxy statement, and the Trust will promptly mail a copy to you. You may also call or write to the Trust if you wish to receive a separate proxy in the future, or if you are receiving multiple copies now, and wish to receive a single copy in the future. For such requests, call 1-800-221-4268, or write the Trust at 745 Fifth Avenue, New York, New York 10151.

OTHER BUSINESS

While the Meeting has been called to transact any business that may properly come before it, the only matters which the Trustees intend to present areknow of no other business than the matters stated in the Notice of Special Meeting. However, if any additional matter properly comes before the Meeting and on all matters incidental to the conduct of the Meeting, it is the intention of the persons named in the enclosed proxy card to vote the proxyProxy in accordance with their judgment on such matters.

Please fill in,August 11, 2020

It is important that you execute, date and signreturn ALL

of your proxies promptly.

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EXHIBIT A

NUMBER OF SHARES OUTSTANDING FOR

THE FUNDS’ SHARE CLASSES AS OF THE RECORD DATE

As of the proxy card and return itRecord Date, each Fund had outstanding the number of shares as indicated in the accompanying postage-paid envelope. You may also provide your voting instructions via telephone or the internet by following the instructions on the proxy card. Please take advantage of these prompt and efficient voting options.

Dated: May __, 2020

Appendix Atable below:

EXHIBIT B

FIVE PERCENT SHAREHOLDER REPORT AS OF THE RECORD DATE

PRINCIPAL HOLDERS OF SHARES

As of July 31, 2020, the following persons were known to the Trust to be the record and/or beneficial owners of 5% or more of the outstanding share of any class of certain of its Funds: