As filed with the Securities and Exchange Commission on August 8, 2013 |
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 [x] |
Filed by a Party other than the Registrant [ ] |
Check the appropriate box: | |
[ ] | Preliminary Proxy Statement |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[x] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to §240.14a-12 |
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) |
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[x] | No fee required. | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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(2) | Aggregate number of securities to which transaction applies: | |
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[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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THE ROYCE FUND
745 Fifth Avenue
New York, New York 10151
IMPORTANT PROXY MATERIALS
PLEASE VOTE NOW!
August 9, 2013
Dear Royce Fund Shareholder:
I am inviting you to vote on an important proposal relating to the management and operation of The Royce Fund (the “Trust”). A special shareholder meeting of each series of the Trust is scheduled for September 26, 2013 (the “Meeting”). This package contains information about the proposal and includes materials you will need to vote. The Board of Trustees of the Trust has nominated eight individuals for election as Trustees and has recommended that you vote in favor of all of them. Seven of the eight individuals nominated for election already serve as Trustees of the Trust. The other Trustee nominee, W. Whitney George, currently serves as an officer of the Trust and the Co-Chief Investment Officer of Royce & Associates, LLC, the Trust’s investment adviser. Although the Trustees have determined that the election of these nominees is in 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 today to ensure that your shares will be represented at the Meeting. You may authorize a proxy to vote your shares by using one of the methods below by following the instructions on your proxy card:
• | By touch-tone telephone; | |
• | By internet; or | |
• | By returning the enclosed proxy card in the postage-paid envelope. |
You may also vote in person at the Meeting.
Please call Shareholder Services at 1-800-841-1180 with any questions you may have about this Proxy Statement.
As always, thank you for your continued support of our work. We look forward to serving you for many years to come.
Sincerely, | |
Charles M. Royce | |
President of The Royce Fund |
Please vote now. Your vote is important. |
To avoid the wasteful and unnecessary expense of further solicitation, we urge you to indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the envelope provided, or record your voting instructions by touch-tone telephone or via the internet, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the proposal. |
This Page Intentionally Left Blank
THE ROYCE FUND
745 Fifth Avenue
New York, New York 10151
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 26, 2013
To the Shareholders of The Royce Fund (29 Series):
Royce Select Fund I | |
Royce Pennsylvania Mutual Fund | Royce Select Fund II |
Royce Low-Priced Stock Fund | Royce Global Select Long/Short Fund |
Royce Heritage Fund | Royce Enterprise Select Fund |
Royce Value Plus Fund | Royce Opportunity Select Fund |
Royce Premier Fund | Royce Micro-Cap Discovery Fund |
Royce Special Equity Fund | Royce Financial Services Fund |
Royce Value Fund | Royce SMid-Cap Value Fund |
Royce 100 Fund | Royce Focus Value Fund |
Royce Total Return Fund | Royce Partners Fund |
Royce Dividend Value Fund | Royce Special Equity Multi-Cap Fund |
Royce Micro-Cap Fund | Royce European Smaller-Companies Fund |
Royce Opportunity Fund | Royce Global Dividend Value Fund |
Royce Global Value Fund | Royce International Micro-Cap Fund |
Royce International Smaller-Companies Fund | Royce International Premier Fund |
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of each of the above-listed Series (each, a “Fund” and collectively, the “Funds”) of The Royce Fund (the “Trust”) will be held at the offices of the Trust, 745 Fifth Avenue, New York, New York 10151 on Thursday, September 26, 2013, at 12:30 p.m. (Eastern Time) for the following purposes:
1. To elect a Board of eight Trustees of the Trust to hold office until the next Special Meeting of Shareholders and until their successors have been duly elected and qualified or until their earlier resignation, removal, or retirement; and
2. To transact such other business as may properly come before the Meeting or any adjournment thereof.
The Board of Trustees of the Trust has set the close of business on July 19, 2013 as the record date for determining those shareholders entitled to vote at the Meeting or any adjournment thereof, and only holders of record at the close of business on that day will be entitled to vote at the 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 September 10, 2013, 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, 2012 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 Investor Information toll free at 1-800-221-4268.
Please call Shareholder Services at 1-800-841-1180 with any questions you may have about 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 may also authorize a proxy to vote your shares via touch-tone telephone or the Internet by following the instructions on the proxy card or Notice of Internet Availability of Proxy Materials. 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 any Meeting.
By Order of the Board of Trustees of The Royce | |
Fund, | |
John E. Denneen | |
Secretary | |
August 9, 2013 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 26, 2013
THE NOTICE, PROXY STATEMENT AND PROXY CARD FOR THE FUND ARE AVAILABLE AT
WWW.PROXYVOTE.COM
PROXY STATEMENT |
THE ROYCE FUND |
745 Fifth Avenue |
New York, New York 10151 |
Royce Select Fund I | |
Royce Pennsylvania Mutual Fund | Royce Select Fund II |
Royce Low-Priced Stock Fund | Royce Global Select Long/Short Fund |
Royce Heritage Fund | Royce Enterprise Select Fund |
Royce Value Plus Fund | Royce Opportunity Select Fund |
Royce Premier Fund | Royce Micro-Cap Discovery Fund |
Royce Special Equity Fund | Royce Financial Services Fund |
Royce Value Fund | Royce SMid-Cap Value Fund |
Royce 100 Fund | Royce Focus Value Fund |
Royce Total Return Fund | Royce Partners Fund |
Royce Dividend Value Fund | Royce Special Equity Multi-Cap Fund |
Royce Micro-Cap Fund | Royce European Smaller-Companies Fund |
Royce Opportunity Fund | Royce Global Dividend Value Fund |
Royce Global Value Fund | Royce International Micro-Cap Fund |
Royce International Smaller-Companies Fund | Royce International Premier Fund |
SPECIAL MEETING OF SHAREHOLDERS |
SEPTEMBER 26, 2013 |
INTRODUCTION |
The accompanying Proxy is solicited on behalf of the Board of Trustees of The Royce Fund (the “Board”) for use at a Special Meeting of Shareholders (the “Meeting”) of each of the above-listed Series (each, a “Fund” and collectively, the “Funds”) of The Royce Fund (the “Trust”), to be held at the offices of the Trust, 745 Fifth Avenue, New York, New York 10151, on Thursday, September 26, 2013, at 12:30 p.m. (Eastern Time) and at any adjournment thereof. The approximate mailing date of this Proxy Statement is August 9, 2013, and is also available at www.proxyvote.com.
All properly executed proxy cards 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, proxy cards will be voted “FOR” the election of the 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 submitting a new proxy card with a later date. In addition, any shareholder attending the Meeting may vote in person, whether or not he or she has previously submitted a proxy.
The Board has set the close of business on July 19, 2013 as the record date (the “Record Date”) for determining those shareholders entitled to vote at the Meeting or any adjournment thereof, and only holders of record at the close of business on that day will be entitled to vote at the Meeting. Shareholders of a Fund on the Record Date will be entitled to one vote for each share of beneficial interest (“share”) held in that Fund (proportional voting rights for fractional shares held), with no shares having cumulative voting rights.
As of the Record Date, each Fund had outstanding the number of shares of each share class as indicated in Exhibit A to this Proxy Statement. A listing of persons who owned beneficially more than 5% of any class of the shares of a Fund as of the Record Date is contained in Exhibit B to this Proxy Statement.
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The Board knows of no business other than that mentioned in Proposal 1 of the Notice of Meeting that will be presented for consideration at the Meeting. If any other matter is properly presented at the Meeting or any 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: ELECTION OF TRUSTEES
At the Meeting, it is proposed that the Trust’s shareholders elect eight 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 eight persons listed below to continue or to become Trustees of the Trust, as applicable. Certain information concerning the Trustee nominees is set forth below. Each of these eight persons has agreed to serve if elected, and the Trust’s management has no reason to believe that any of such persons will be unavailable for service as a Trustee. However, if any of them become unwilling or unable to serve, the persons named in the accompanying Proxy will vote for the election of such other persons, if any, as the Board may nominate.
Proposed Interested Person Trustee Nominees
Certain biographical and other information concerning Charles M. Royce and W. Whitney George is set forth below. Messrs. Royce and George are “interested persons” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), due to the positions they hold with Royce & Associates, LLC (“Royce”), the investment adviser to each of the Funds, and their stock ownership in Legg Mason, Inc. (“Legg Mason”). As set forth below, Mr. Royce currently serves as a Trustee and President of the Trust and is a Trustee nominee while Mr. George currently serves as a Vice President of the Trust and is a Trustee nominee.
Name, Age and Address | Position(s) Held with Trust | Term of Office† and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Public Company Directorships | |||||
Charles M. Royce* (73) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Trustee and President** | Since 1982 | President, Chief Investment Officer, Co-Chief Investment Officer and member of Board of Managers of Royce, investment adviser to the Trust, Royce Capital Fund (“RCF”), Royce Focus Trust, Inc. (“RFT”), Royce Micro-Cap Trust, Inc. (“RMT”) Royce Value Trust, Inc. (“RVT”), and Royce Global Value Trust, Inc. (“RGVT”) (collectively, “The Royce Funds”). | 35 | TICC Capital Corp | |||||
W. Whitney George* (55) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Vice President** | Since 1995 | Co-Chief Investment Officer, Managing Director and Vice President of Royce, having been employed by Royce since October 1991. Director of RVT, RMT, RFT, and RGVT since April 2013. | 4 | None |
* | “Interested person” of the Trust within the meaning of Section 2(a)(19) of the Investment Company Act. | |
** | Each of Mr. Royce and Mr. George was elected by, and serves at the pleasure of, the Board in his capacity as an officer of the Trust. | |
† | Each of Mr. Royce and Mr. George will hold office as a Trustee until his successor has been duly elected and qualified or until his earlier resignation, removal, or retirement. |
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Proposed Independent Trustee Nominees
Certain biographical and other information concerning the current Trustees and 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.
Name, Age and Address | Position(s) Held with Trust | Term of Office† and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Public Company Directorships |
Patricia W. Chadwick (64) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Trustee | Since 2009 | Consultant and President of Ravengate Partners LLC (since 2000). | 35 | Wisconsin Energy Corp. and ING Mutual Funds |
Richard M. Galkin (75) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Trustee | Since 1982 | Private investor. Mr. Galkin’s prior business experience includes having served as President of Richard M. Galkin Associates, Inc., telecommunications consultants, President of Manhattan Cable Television (a subsidiary of Time Inc.), President of Haverhills Inc. (another Time Inc. subsidiary), President of Rhode Island Cable Television and Senior Vice President of Satellite Television Corp. (a subsidiary of Comsat). | 35 | None |
Stephen L. Isaacs (73) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Trustee | Since 1989 | Attorney and President of Health Policy Associates, Inc., consultants. Mr. Isaacs’s prior business experience includes having served as President of The Center for Health and Social Policy (1996 - 2012); Director of Columbia University Development Law and Policy Program and Professor at Columbia University (until August 1996). | 35 | None |
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Name, Age and Address | Position(s) Held with Trust | Term of Office† and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee | Other Public Company Directorships |
Arthur S. Mehlman (71) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Trustee | Since 2004 | Director of The League for People with Disabilities, Inc.; Director of University of Maryland Foundation (non-profits). Formerly: Director of Municipal Mortgage and Equity, LLC (from October 2004 to April 2011); Director of University of Maryland College Park Foundation (non-profit) (from 1998 to 2005); Partner, KPMG LLP (international accounting firm) (from 1972 to 2002); Director of Maryland Business Roundtable for Education (from July 1984 to June 2002). | 49 (Director/Trustee of all Royce Funds consisting of 35 portfolios; Director/Trustee of the Legg Mason Family of Funds consisting of 14 portfolios) | None |
David L. Meister (73) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Trustee | Since 1982 | Consultant. Chairman and Chief Executive Officer of The Tennis Channel (from June 2000 to March 2005). Mr. Meister’s prior business experience includes having served as a Chief Executive Officer of Seniorlife.com, a consultant to the communications industry, President of Financial News Network, Senior Vice President of HBO, President of Time-Life Films and Head of Broadcasting for Major League Baseball. | 35 | None |
G. Peter O’Brien (67) c/o The Royce Fund 745 Fifth Avenue New York, NY 10151 | Trustee | Since 2001 | Director, Bridges School (since 2006); Trustee Emeritus of Colgate University (since 2005); Board Member of Hill House, Inc. (since 1999); Formerly: Trustee of Colgate University (from 1996 to 2005), President of Hill House, Inc. (from 2001 to 2005) and Managing Director/Equity Capital Markets Group of Merrill Lynch & Co. (from 1971 to 1999). | 49 (Director/Trustee of all Royce Funds consisting of 35 portfolios; Director/Trustee of the Legg Mason Family of Funds consisting of 14 portfolios) | TICC Capital Corp. |
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Additional Information Relating to Trustee Nominees
Additional information about each Trustee nominee follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Trustee nominee possesses which the Board believes will enable them to be effective Trustees.
• | Charles M. Royce - In addition to his tenure as a Trustee of The Royce Funds, Mr. Royce serves as the President, Co-Chief Investment Officer and as a member of the Board of Managers of Royce, having been President of Royce since 1972. Mr. Royce has over 40 years of investment and business experience. | |
• | W. Whitney George - In addition to his tenure as a director of the closed-end registered investment companies advised by Royce, Mr. George serves as Managing Director, Vice President and Co-Chief Investment Officer of Royce, having been employed by Royce since 1991. Mr. George has over 30 years of investment business experience | |
• | Patricia W. Chadwick - In addition to her tenure as a Trustee of The Royce Funds, Ms. Chadwick is designated as an Audit Committee Financial Expert. Ms. Chadwick has over 30 years of investment and business experience, including extensive experience in the financial sector and as a consultant to business and non-profit entities. In addition, Ms. Chadwick has served on the boards of a variety of public and private companies and non-profit entities, including currently serving on the board of two public companies. | |
• | Richard M.Galkin - In addition to his tenure as a Trustee of The Royce Funds, Mr. Galkin has served as the Chairman of the Board’s Audit Committee for more than 15 years, acting as liaison between the Boards and the Funds’ independent registered public accountants and as co-Chairman of the Boards’ Nominating Committee. Mr. Galkin has over 40 years of business experience, including extensive experience in the telecommunications industry. | |
• | Stephen L.Isaacs - In addition to his tenure as a Trustee of The Royce Funds, Mr. Isaacs serves as Attorney and President of a private consulting firm. Mr. Isaacs has over 40 years of business and academic experience, including extensive experience related to public health and philanthropy. | |
• | Arthur S.Mehlman - In addition to his tenure as a Trustee of The Royce Funds and of the Legg Mason Family of Funds, Mr. Mehlman is designated as an Audit Committee Financial Expert. Mr. Mehlman has over 35 years of business experience, including as Partner of an international accounting firm and a Director for various private companies and non-profit entities. | |
• | David L. Meister - In addition to his tenure as a Trustee of The Royce Funds, Mr. Meister has over 40 years of business experience, including extensive experience as an executive officer in and consultant to the communications industry. | |
• | G. Peter O’Brien - In addition to his tenure as a Trustee of The Royce Funds and of the Legg Mason Family of Funds, Mr. O’Brien serves as co-Chairman of the Boards’ Nominating Committee. Mr. O’Brien has over 35 years of business experience, including extensive experience in the financial sector. In addition, Mr. O’Brien has served on the boards of public companies and non-profit entities. |
The Board believes that each Trustee nominee’s experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the perspective such Trustee nominee brings to the entire Board, with no single Trustee nominee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that their members satisfy this standard. Experience relevant to having this ability may be achieved through a 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
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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 committees 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 Trustee Nominees and Trust Officers
Exhibit C to this Proxy Statement sets forth the dollar range of Fund shares held by each Trustee nominee as of the Record Date. Information regarding the 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).
Compensation of Independent Trustee Nominees and Interested Trustee Nominees
The Independent Trustee nominees received compensation from the Trust, The Royce Funds, and the Fund Complex during the year ended December 31, 2012 as set forth in the table below. Effective January 1, 2013, each of the Independent Trustees receives a fee of $155,000 per year for serving on the Board plus $6,500 for each Board meeting attended. The Interested Trustee nominees received no compensation from the Trust, The Royce Funds, or the Fund Complex during the year ended December 31, 2012.
Name, Position | Aggregate Compensation from the Trust | Pension or Retirement Benefits Accrued As Part of Trust Expenses | Total Compensation from The Royce Funds paid to Trustees | Total Compensation from Fund Complex* | |||||||
Patricia W. Chadwick, | $ | 157,500 | N/A | $ | 210,000 | $ | 210,000 | ||||
Trustee | |||||||||||
Richard M. Galkin, | 157,500 | N/A | 210,000 | 210,000 | |||||||
Trustee | |||||||||||
Stephen L. Isaacs, | 157,500 | N/A | 210,000 | 210,000 | |||||||
Trustee | |||||||||||
Arthur S. Mehlman, | 157,500 | N/A | 210,000 | 350,000 | |||||||
Trustee | |||||||||||
David L. Meister, | 157,500 | N/A | 210,000 | 210,000 | |||||||
Trustee | |||||||||||
G. Peter O’Brien, | 157,500 | N/A | 210,000 | 340,000 | |||||||
Trustee |
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Board Composition and Leadership Structure
The Investment Company Act requires that at least 40% of the Trust’s trustees not be “interested persons” (as defined in the Investment 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 a 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, 86% of the Trust’s Trustees are Independent Trustees. The Board does not have a chairman, but the President, Mr. Royce, an interested person of the Fund, 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. Galkin, 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 its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships.
Standing Committees of the Board: Audit Committee
The Board has an Audit Committee, comprised of Patricia W. Chadwick, Richard M. Galkin, Stephen L. Isaacs, Arthur S. Mehlman, David L. Meister and G. Peter O’Brien. 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. Galkin serves as Chairman of the Audit Committee and 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, comprised of Patricia W. Chadwick, Richard M. Galkin, Stephen L. Isaacs, Arthur S. Mehlman, David L. Meister and G. Peter O’Brien. The Nominating Committee is responsible for, among other things, identifying individuals qualified to serve as Independent Trustees of the Fund and recommending its nominees for consideration by the Fund’s full Board. The Trust has adopted a Nominating Committee charter. Messrs. Galkin and O’Brien serve as co-Chairman of the Nominating Committee. While the Committee is solely responsible for the selection and nomination of the Fund’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 Fund, 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 Fund 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 Fund; (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 Fund, 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 Fund; and (viii) whether or not the selection and nomination of the person would be in the best interest of the Fund in light of the requirements of the Fund’s retirement policies. While the Nominating Committee does not have a formal policy regarding diversity, as noted above, it may consider the diversity of skills, experience and/or perspective a potential nominee will bring to the Board as part of its evaluation of the contribution such potential nominee will make to the Board. Such factors will be considered in light of the other factors described above and in the context of
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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.
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 Funds, primarily Royce and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman of the Audit Committee, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Fund’s and Royce’s Chief Compliance Officer and portfolio management personnel. The Board’s Audit Committee (which consists of the six Independent Trustees) meets during its scheduled meetings, and between meetings the Chairman of the Audit Committee maintains contact with the Fund’s independent registered public accounting firm and the Fund’s Vice President and Treasurer. The Board also receives periodic presentations from senior personnel of Royce or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, investment research and securities lending. The Board also receives reports from counsel to Royce and the Board’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 Fund’s investments or activities.
Committee and Board Meetings
During the year ended December 31, 2012, the Board held seven meetings, the Audit Committee held two meetings, and the Nominating Committee did not hold any meetings. 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 Board. The following sets forth information concerning the Trust’s officers:
Name, Address* and Principal Occupations During Past Five Years | Age | Office** | Officer of Trust Since | |||
Charles M. Royce | 73 | President | 1986 | |||
John D. Diederich | 63 | Vice President and Treasurer | 1997 | |||
Jack E. Fockler, Jr. | 54 | Vice President | 1995 | |||
W. Whitney George | 55 | Vice President | 1995 | |||
Daniel A. O’Byrne | 51 | Vice President | 1994 |
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Name, Address* and Principal Occupations During Past Five Years | Age | Office** | Officer of Trust Since | ||||
John E. Denneen | 46 | Secretary and Chief Legal Officer | 1996 to 2001 and since 2002 | ||||
Lisa Curcio | 53 | Chief Compliance Officer | 2004 |
* | The address of each officer of the Trust is c/o Royce & Associates, LLC, 745 Fifth Avenue, New York, New York 10151. |
** | Each officer of the Trust is elected by, and serves at the pleasure of, the Board. |
Officers of the Trust receive no compensation from the Trust. Each officer is an interested person of the Funds, as defined in the Investment Company Act, by virtue of each such officer’s position with Royce.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (“PWC”), whose address is 100 East Pratt Street, Suite 1900, Baltimore, MD 21202-1096, is the Trust’s independent registered public accounting firm, providing audit services, tax return preparation and assistance and consultation in connection with the review of various Securities and Exchange Commission filings. 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 $589,919 and $592,797 in fees for professional services rendered for the audit of the Funds’ annual financial statements for the fiscal years ended December 31, 2012 and December 31, 2011, 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 audit or review of financial statements that are not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
Tax Fees
PWC billed $276,637 and $252, 979 in fees related to tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice, for the fiscal years ended December 31, 2012 and December 31, 2011, respectively.
All Other Fees
For each Fund’s two most recently completed fiscal years, PWC did not bill any fees for products and services provided to the Funds other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
Quorum and Required Vote
A quorum consists of shareholders representing a majority of the outstanding shares of the Trust, entitled to vote, who are present at the Meeting in person or by proxy. Assuming a quorum is present at the Meeting, the election of a Trustee will require a plurality of the outstanding shares of the Trust cast at the Meeting.
9
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 of Meeting; Other Matters
The Meeting may be adjourned one or more times for any reason. In particular, in the event that sufficient votes in favor of Proposal 1 in the Notice of Special Meeting are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies for such Proposal. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal. Such persons will vote against any such adjournment those proxies required to be voted against the Proposal.
The Trust expects that broker-dealer firms holding shares of the Funds in “street name” for the benefit of their customers and clients 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 currently does 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.
10
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.
OTHER BUSINESS
While the Meeting has been called to transact any business that may properly come before it, the Trustees know 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 Proxy in accordance with their judgment on such matters.
John E. Denneen
Secretary of The Royce Fund
August 9, 2013
It is important that you execute, date and return ALL
of your proxies promptly.
11
This Page Intentionally Left Blank
EXHIBIT A
NUMBER OF SHARES OUTSTANDING FOR
THE FUNDS’ SHARE CLASSES AS OF THE RECORD DATE
As of the Record Date, each Fund had outstanding the number of shares as indicated in the table below:
Fund | Class | Shares Outstanding |
Royce Pennsylvania Mutual Fund | Investment | 352,284,684 |
Service | 42,827,246 | |
Institutional | 46,417,758 | |
Consultant | 59,520,378 | |
R | 3,137,596 | |
K | 879,930 | |
Royce Low-Priced Stock Fund | Investment | 9,391,321 |
Service | 84,037,529 | |
Institutional | 42,942,922 | |
R | 270,598 | |
K | 646,098 | |
Royce Heritage Fund | Investment | 3,683,932 |
Service | 13,106,935 | |
Institutional | n/a1 | |
Consultant | 1,135,107 | |
R | 525,959 | |
K | 606,874 | |
Royce Value Plus Fund | Investment | 14,710,931 |
Service | 59,818,683 | |
Institutional | 12,099,133 | |
Consultant | 1,352,794 | |
R | 100,729 | |
K | 78,775 | |
Royce Premier Fund | Investment | 226,749,893 |
Service | 23,061,485 | |
Institutional | 41,422,761 | |
Consultant | 3,227,648 | |
R | 1,572,893 | |
K | 932,299 | |
W | 24,757,080 | |
Royce Special Equity Fund | Investment | 97,362,142 |
Service | 12,566,717 | |
Institutional | 28,097,532 | |
Consultant | 2,809,376 | |
Royce Value Fund | Investment | 14,477,331 |
Service | 56,000,212 | |
Institutional | 16,765,289 | |
Consultant | 2,488,775 | |
R | 3,194,027 | |
K | 1,755,554 | |
Royce 100 Fund | Investment | 5,591,564 |
Service | 22,251,187 | |
Institutional | n/a1 | |
R | 198,792 | |
K | 308,354 |
A-1
Fund | Class | Shares Outstanding |
Royce Total Return Fund | Investment | 216,060,295 |
Service | 29,545,010 | |
Institutional | 34,491,090 | |
Consultant | 23,098,078 | |
R | 3,909,028 | |
K | 16,554,525 | |
W | 14,002,492 | |
Royce Dividend Value Fund | Investment | 21,865,607 |
Service | 40,923,254 | |
Institutional | 3,275,229 | |
Royce Micro-Cap Fund | Investment | 41,883,389 |
Service | 5,006,269 | |
Consultant | 8,011,743 | |
Royce Opportunity Fund | Investment | 77,275,720 |
Service | 22,090,784 | |
Institutional | 60,292,775 | |
Consultant | 1,135,086 | |
R | 1,037,281 | |
K | 962,050 | |
Royce Global Value Fund | Investment | 13,208,436 |
Service | 5,142,169 | |
Consultant | 1,914,054 | |
R | 9,716 | |
K | 4,296 | |
Royce International Smaller-Companies Fund | Service | 2,843,757 |
Royce Select Fund I | Investment | 2,341,517 |
Royce Select Fund II | Investment | 386,632 |
Royce Global Select Long/Short Fund | Investment | 684,212 |
Royce Enterprise Select Fund | Investment | 174,074 |
Royce Opportunity Select Fund | Investment | 455,847 |
Royce Micro-Cap Discovery Fund | Service | 884,713 |
Royce Financial Services Fund | Service | 3,597,539 |
Royce SMid-Cap Value Fund | Service | 866,167 |
Royce Focus Value Fund | Service | 646,342 |
Royce Partners Fund | Service | 178,407 |
Royce Special Equity Multi-Cap Fund | Investment | 3,707,302 |
Service | 4,674,411 | |
Institutional | 3,340,489 | |
Royce European Smaller-Companies Fund | Service | 1,687,577 |
Royce Global Dividend Value Fund | Service | 776,645 |
Royce International Micro-Cap Fund | Service | 486,502 |
Royce International Premier Fund | Service | 670,204 |
1 | This class has not yet commenced operations. |
A-2
EXHIBIT B
FIVE PERCENT SHAREHOLDER REPORT
AS OF THE RECORD DATE
The following persons were known to the Trust to be beneficial owners or owners of record of 5% or more of the outstanding shares of beneficial interest of a Fund as of the Record Date:
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Pennsylvania Mutual Fund | ||||||
Investment Class | ||||||
National Financial Services | 73,386,518 | Record | 20.83% | |||
FEBO Our Customers | ||||||
200 Liberty St, 1 World Fin. Ctr | ||||||
Attn: Mutual Fund Dept. | ||||||
New York, NY 10281 | ||||||
Charles Schwab & Co., Inc. | 49,940,601 | Record | 14.18% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Pershing LLC | 24,324,454 | Record | 6.90% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce Pennsylvania Mutual Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 22,177,775 | Record | 37.26% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
First Clearing LLC | 4,248,061 | Record | 7.14% | |||
Special Custody Acct For The | ||||||
Exclusive Benefit Of Customer | ||||||
2801 Market St. | ||||||
St, Louis, MO 63103-2523 | ||||||
Pershing LLC | 3,034,615 | Record | 5.10% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce Pennsylvania Mutual Fund | ||||||
Service Class | ||||||
National Financial Services | 16,756,373 | Record | 39.13% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin. Ctr | ||||||
Attn: Mutual Fund Dept., 5th Fl. | ||||||
New York, NY 10281 |
B-1
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Pershing LLC | 8,672,994 | Record | 20.25% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Charles Schwab & Co., Inc. | 3,099,387 | Record | 7.24% | |||
Special Custody A/C FBO Customers | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
BNY Mellon Investment Servicing Inc. | 2,535,564 | Record | 5.92% | |||
FBO Primerica Financial Services | ||||||
760 Moore Road | ||||||
King of Prussia, PA 19406-1212 | ||||||
Royce Pennsylvania Mutual Fund | ||||||
R Class | ||||||
ING Life Insurance Annuity Co. | 196,752 | Record | 6.27% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Royce Pennsylvania Mutual Fund | ||||||
K Class | ||||||
Nationwide Trust Company FSB | 148,002 | Record | 16.82% | |||
c/o IPO Portfolio Accounting | ||||||
P.O. Box 182029 | ||||||
Columbus, OH 43218-2029 | ||||||
Great-West Trust Co. LLC FBO | 109,947 | Record | 12.49% | |||
Putnam Inv. | ||||||
FBO Recordkeeping for Various Benef | ||||||
8515 E. Orchard Rd. 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
MLPF&S For The Sole Benefit of | 106,266 | Record | 12.08% | |||
Its Customers | ||||||
Attn: Fund Administration | ||||||
4800 Deer Lake Drive E, Fl. 2 | ||||||
Jacksonville, FL 32246-6484 | ||||||
State Street Bank & Trust Trustee | 60,166 | Record | 6.84% | |||
FBO ADP Access 401K Plan | ||||||
1 Lincoln Street | ||||||
Boston, MA 02111-2900 | ||||||
MG Trust Company Cust. FBO | 50,167 | Record | 5.70% | |||
LB&B Associates Inc 401(K) Plan | ||||||
700 17th Street - Suite 300 | ||||||
Denver, CO 80202-3531 |
B-2
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Pennsylvania Mutual Fund | ||||||
Institutional Class | ||||||
Vanguard Fiduciary Trust Company | 13,533,735 | Record | 29.16% | |||
Royce Funds Omnibus | ||||||
P.O. Box 2600 VM 613 | ||||||
Attn: Outside Funds | ||||||
Valley Forge, PA 19482-2600 | ||||||
NFS LLC FEBO | 9,061,070 | Record | 19.52% | |||
FIIOC As Agent for Qualified | ||||||
Employee Benefit Plans (401K) | ||||||
FINOPS-IC Funds | ||||||
100 Magellan Way # KW1C | ||||||
Covington, KY 41015-1987 | ||||||
The Northern Trust Company | 4,809,385 | Record | 10.36% | |||
FBO Exelon - DV | ||||||
P.O. Box 92994 | ||||||
Chicago, IL 60675-0001 | ||||||
District of Columbia Annuitants | 4,376,025 | Record | 9.43% | |||
Health & Life Insurance Employer | ||||||
Contribution Trust Fund | ||||||
Office of Finance and Treasury | ||||||
1101 4th St SW, Suite 800 | ||||||
Washington, DC 20024-4461 | ||||||
State Street Bank as TTEE for Nestle | 3,863,349 | Record | 8.32% | |||
in the USA Savings Trust | ||||||
1 Lincoln St. | ||||||
Boston, MA 02111-2901 | ||||||
Royce Micro-Cap Fund | ||||||
Investment Class | ||||||
Charles Schwab & Co., Inc. | 7,285,730 | Record | 17.40% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
National Financial Services | 6,043,947 | Record | 14.43% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Pershing LLC | 3,872,984 | Record | 9.25% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 |
B-3
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Morgan Stanley Smith Barney | 3,397,384 | Record | 8.11% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
UBS WM USA | 3,292,334 | Record | 7.86% | |||
Attn: Department Mgr. | ||||||
1000 Harbor Blvd., Flr. 8 | ||||||
Weehawken, NJ 07086-6761 | ||||||
Royce Micro-Cap Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 3,227,993 | Record | 40.29% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Raymond James | 509,989 | Record | 6.37% | |||
Omnibus for Mutual Funds | ||||||
House Acct. | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Pkwy | ||||||
St. Petersburg, FL 33716-1100 | ||||||
Janney Montgomery Scott LLC | 440,202 | Record | 5.49% | |||
Exclusive Benefit of Customers | ||||||
1801 Market Street | ||||||
Philadelphia, PA 19103-1628 | ||||||
Royce Micro-Cap Fund | ||||||
Service Class | ||||||
Morgan Stanley Smith Barney | 3,141,910 | Record | 62.76% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Charles Schwab & Co. Inc. | 564,449 | Record | 11.27% | |||
Special Custody A/C FBO Customers | ||||||
Attn: Mutual Funds | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce Premier Fund | ||||||
Investment Class | ||||||
Charles Schwab & Co., Inc. | 58,001,240 | Record | 25.58% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 |
B-4
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Morgan Stanley Smith Barney | 34,439,950 | Record | 15.19% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
National Financial Services | 32,706,846 | Record | 14.42% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
UBS WM USA | 13,879,632 | Record | 6.12% | |||
Attn: Department Mgr. | ||||||
1000 Harbor Blvd., Fl. 8 | ||||||
Weehawken, NJ 07086-6761 | ||||||
Royce Premier Fund | ||||||
Service Class | ||||||
ICMA Retirement Services | 5,629,390 | Record | 24.41% | |||
Vantage Trust NAV | ||||||
777 N. Capitol St., NE, Suite 600 | ||||||
Washington, DC 20002-4240 | ||||||
National Financial Services | 3,749,536 | Record | 16.26% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Morgan Stanley Smith Barney | 2,386,765 | Record | 10.35% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
ICMA Retirement Services | 1,872,512 | Record | 8.12% | |||
Vantage Trust UNITIZED | ||||||
777 N. Capitol St., NE, Suite 600 | ||||||
Washington, DC 20002-4240 | ||||||
Charles Schwab & Co., Inc. | 1,691,332 | Record | 7.33% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Saxon and Co. | 1,347,893 | Record | 5.84% | |||
P.O. Box 7780-1888 | ||||||
Philadelphia, PA 19182-0001 |
B-5
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Premier Fund | ||||||
Institutional Class | ||||||
NFS LLC FEBO | 10,661,852 | Record | 25.74% | |||
FIIOC As Agent for Qualified | ||||||
Employee Benefit Plans (401K) | ||||||
FINOPS-IC Funds | ||||||
100 Magellan Way # KW1C | ||||||
Covington, KY 41015-1987 | ||||||
JP Morgan Chase as Trustee FBO | 6,934,348 | Record | 16.74% | |||
The Interpublic Group of Co. Inc. | ||||||
Savings Plan | ||||||
11500 Outlook Street | ||||||
Overland Parks, KS 66211-1804 | ||||||
State Street Bank and Trust TFEE | 4,484,014 | Record | 10.82% | |||
UBS Svngs & Investment Plan | ||||||
105 Rosemont Road | ||||||
Westwood, MA 02090-2318 | ||||||
Charles Schwab & Co., Inc. | 2,134,201 | Record | 5.15% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce Premier Fund | ||||||
W Class | ||||||
First Clearing LLC | 18,114,824 | Record | 73.17% | |||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Royce Premier Fund | ||||||
R Class | ||||||
ING National Trust | 854,210 | Record | 54.31% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Charles Schwab & Co., Inc. | 153,839 | Record | 9.78% | |||
Special Custody A/C | ||||||
FBO Customers | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
ING Life Insurance Annuity Co. | 150,850 | Record | 9.59% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
TD Ameritrade Trust Company | 105,117 | Record | 6.68% | |||
P.O. Box 17748 | ||||||
Denver, CO 80217-0748 |
B-6
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Premier Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 1,420,139 | Record | 44.00% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
First Clearing LLC | 302,017 | Record | 9.36% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
UBS WM USA | 190,895 | Record | 5.91% | |||
Attn: Department Mgr. | ||||||
1000 Harbor Blvd., Fl. 8 | ||||||
Weehawken, NJ 07086-6761 | ||||||
Janney Montgomery Scott LLC | 177,608 | Record | 5.50% | |||
Exclusive Benefit of Customers | ||||||
1801 Market Street | ||||||
Philadelphia, PA 19103-1628 | ||||||
Raymond James | 169,731 | Record | 5.26% | |||
Omnibus for Mutual Funds | ||||||
House Account | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 | ||||||
Royce Premier Fund | ||||||
K Class | ||||||
Nationwide Trust Company FSB | 234,463 | Record | 25.15% | |||
c/o IPO Portfolio Accounting | ||||||
P.O. Box 182029 | ||||||
Columbus, OH 43218-2029 | ||||||
Great-West Trust Company LLC | 180,495 | Record | 19.36% | |||
Trust/Retirement Plans | ||||||
8515 E. Orchard Rd. 2T2 | ||||||
Greenwood Vlg, CO 80111-5002 | ||||||
ING Life Insurance Annuity Co. | 116,591 | Record | 12.51% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Great-West Trust Company LLC TTEE | 91,105 | Record | 9.77% | |||
Employee Benefits Clients 401K | ||||||
8515 E. Orchard Rd. 2T2 | ||||||
Greenwood Vlg, CO 80111-5002 |
B-7
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
ING National Trust | 69,347 | Record | 7.44% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Royce Low-Priced Stock Fund | ||||||
Service Class | ||||||
Charles Schwab & Co., Inc. | 24,312,873 | Record | 28.93% | |||
Reinvestment Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
National Financial Services | 22,275,242 | Record | 26.51% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Royce Low-Priced Stock Fund | ||||||
Institutional Class | ||||||
NFS LLC FEBO | 21,802,753 | Record | 50.77% | |||
FIIOC As Agent for Qualified | ||||||
Employment Benefit Plans 401(K) | ||||||
100 Magellan Way #KW1C | ||||||
Covington, KY 41015-1987 | ||||||
State Street Bank & Trust Co. | 8,535,392 | Record | 19.88% | |||
Ford Motor Company Master Tr Fund | ||||||
Attn: Maria Cummings | ||||||
1200 Crown Colony Drive | ||||||
Quincy, MA 02169-0938 | ||||||
Lincoln Retirement Services Co. | 2,690,312 | Record | 6.26% | |||
FBO Catholic Health | ||||||
P.O. Box 7876 | ||||||
Fort Wayne, IN 46801-7876 | ||||||
Charles Schwab & Co., Inc. | 2,336,979 | Record | 5.44% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce Low-Priced Stock Fund | ||||||
Investment Class | ||||||
National Financial Services | 2,440,090 | Record | 25.98% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 |
B-8
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
First Clearing LLC | 969,480 | Record | 10.32% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
MLPF&S For the Sole Benefit of | 830,231 | Record | 8.84% | |||
Its Customers | ||||||
Merrill Lynch Financial Data SV | ||||||
Attn: Fund Administration | ||||||
4800 Deer Lake Dr. E, Fl. 2 | ||||||
Jacksonville, FL 32246-6484 | ||||||
Charles Schwab & Co. Inc. | 743,833 | Record | 7.92% | |||
Attn: Mutual Funds | ||||||
101 Montgomery St. | ||||||
San Francisco, CA 94104-4151 | ||||||
PIMS/Prudential Retirement As | 682,609 | Record | 7.27% | |||
Nominee For The TTEE/CUST | ||||||
PL 300 | ||||||
O.C. Tanner Retirement | ||||||
1930 S Street | ||||||
Salt Lake City, UT 84115-2311 | ||||||
Morgan Stanley Smith Barney | 641,026 | Record | 6.83% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
ING National Trust | 564,271 | Record | 6.01% | |||
As Trustee Or Custodian For | ||||||
Core Market Retirement Plans | ||||||
30 Braintree Hill Office Park | ||||||
Brairntree, MA 02184-8700 | ||||||
Royce Low-Priced Stock Fund | ||||||
R Class | ||||||
DCGT As Trustee and/or Cust | 116,538 | Record | 43.07% | |||
FBO Principal Financial Group | ||||||
Qualified FIA Omnibus | ||||||
Attn: NPIO Trade Desk | ||||||
711 High Street | ||||||
Des Moines, IA 50392-0001 | ||||||
Dan Gold, Lars Bader, Nicholas | 25,350 | Record | 9.37% | |||
Brumm, Tracy Fu FBO | ||||||
QVT Financial LP 401K PSP | ||||||
1177 Ave. of the Americas, 9th Fl. | ||||||
New York, NY 10036-2714 |
B-9
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Low-Priced Stock Fund | ||||||
K Class | ||||||
Nationwide Trust Company FSB | 156,049 | Record | 24.15% | |||
c/o IPO Portfolio Accounting | ||||||
P.O. Box 182029 | ||||||
Columbus, OH 43218-2029 | ||||||
DCGT as TTEE and/or Cust | 135,423 | Record | 20.96% | |||
FBO Principal Financial Group | ||||||
Qualified Prin Advtg Omnibus | ||||||
Attn: NPIO Trade Desk | ||||||
711 High Street | ||||||
Des Moines, IA 50392-0001 | ||||||
T. Rowe Price Trust Co. | 78,851 | Record | 12.20% | |||
FBO Retirement Plan Clients | ||||||
DTD 03/01/01 | ||||||
P.O. Box 17215 | ||||||
Baltimore, MD 21297-1215 | ||||||
FIIOC FBO Lucky Chances Inc. | 53,877 | Record | 8.34% | |||
100 Magellan Way (KWIC) | ||||||
Covington, KY 41015-1999 | ||||||
DCGT as Ttee and/or Cust | 51,991 | Record | 8.05% | |||
FBO Principal Financial Group | ||||||
Qualified FIA Omnibus | ||||||
Attn: NPIO Trade Desk | ||||||
711 High Street | ||||||
Des Moines, IA 50392-0001 | ||||||
Charles Schwab & Co. Inc. | 33,484 | Record | 5.18% | |||
Special Custody A/C FBO Customers | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce Total Return Fund | ||||||
Investment Class | ||||||
Charles Schwab & Co. Inc. | 51,667,070 | Record | 23.91% | |||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
National Financial Services | 39,952,061 | Record | 18.49% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Pershing LLC | 22,007,998 | Record | 10.19% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 |
B-10
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Morgan Stanley Smith Barney | 12,321,470 | Record | 5.70% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Royce Total Return Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 9,983,058 | Record | 43.22% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
First Clearing LLC | 2,049,613 | Record | 8.87% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Raymond James | 1,369,979 | Record | 5.93% | |||
Omnibus for Mutual Funds | ||||||
House Account | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 | ||||||
Janney Montgomery Scott LLC | 1,161,559 | Record | 5.03% | |||
Exclusive Benefit of Customers | ||||||
1801 Market Street | ||||||
Philadelphia, PA 19103-1610 | ||||||
Royce Total Return Fund | ||||||
Service Class | ||||||
Charles Schwab & Co. Inc. | 13,345,891 | Record | 45.17% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Vanguard Fiduciary Trust Company | 3,159,023 | Record | 10.69% | |||
Royce Funds Omnibus | ||||||
P.O. Box 2600 VM 613 | ||||||
Attn: Outside Funds | ||||||
Valley Forge, PA 19482-2600 | ||||||
National Financial Services | 3,060,421 | Record | 10.36% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 |
B-11
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Total Return Fund | ||||||
Institutional Class | ||||||
Vanguard Fiduciary Trust Company | 7,516,783 | Record | 21.79% | |||
Royce Funds Omnibus | ||||||
P.O. Box 2600 VM 613 | ||||||
Attn: Outside Funds | ||||||
Valley Forge, PA 19482-2600 | ||||||
NFS LLC FEBO | 4,518,189 | Record | 13.10% | |||
FIIOC As Agent for Qualified | ||||||
Employee Benefit Plans (401K) | ||||||
FINOPS-IC Funds | ||||||
100 Magellan Way # KW1C | ||||||
Covington, KY 41015-1987 | ||||||
State Street Bank & Trust Company | 3,823,551 | Record | 11.09% | |||
FBO Cummins Inc. & Affiliates | ||||||
Retirement & Savings Plan | ||||||
Master Trust | ||||||
1 Heritage Drive | ||||||
Quincy, MA 02171-2105 | ||||||
Charles Schwab & Co. Inc. | 3,064,089 | Record | 8.88% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Wilmington Trust RISC TEE FBO | 2,456,939 | Record | 7.12% | |||
Group Health Permanent | ||||||
401K Salary Deferral Plan | ||||||
P.O. Box 52129 | ||||||
Phoenix, AZ 85072-2129 | ||||||
JPMorgan Chase As Trustee FBO | 2,026,511 | Record | 5.88% | |||
Bloomberg L.P. 401(k) Plan | ||||||
11500 Outlook St. | ||||||
Overland Park, KS 66211-1804 | ||||||
Royce Total Return Fund | ||||||
W Class | ||||||
First Clearing LLC | 13,743,067 | Record | 98.15% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 |
B-12
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Total Return Fund | ||||||
R Class | ||||||
Hartford Life Ins. Co. | 1,127,463 | Record | 28.84% | |||
Separate Account | ||||||
Attn: UIT Operations | ||||||
P.O. Box 2999 | ||||||
Hartford, CT 06104-2999 | ||||||
ING National Trust | 670,093 | Record | 17.14% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Capital Bank & Trust Company TTEE | 241,119 | Record | 6.17% | |||
F Meyer Tool Inc 401K & PSP | ||||||
8515 E. Orchard Rd., 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
ING Life Insurance Annuity Co. | 202,986 | Record | 5.19% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Royce Total Return Fund | ||||||
K Class | ||||||
Great West Life & Annuity | 9,192,730 | Record | 55.53% | |||
c/o Fascore LLC | ||||||
8515 E. Orchard Rd. 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
Great-West Trust Co. TTEE | 2,435,372 | Record | 14.71% | |||
Employee Benefits Clients | ||||||
8515 E. Orchard Rd. 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
Great-West Life & Annuity Future FD | 1,355,453 | Record | 8.19% | |||
c/o Fascore LLC | ||||||
8515 E. Orchard Rd. 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
Royce Heritage Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 407,763 | Record | 35.92% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Raymond James | 145,169 | Record | 12.79% | |||
Omnibus for Mutual Funds | ||||||
House Account | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 |
B-13
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Heritage Fund | ||||||
Investment Class | ||||||
LM Dynamic MultiStrategy VIT | 2,220,924 | Record | 60.29% | |||
Portfolio | ||||||
Attn: Steve Bleiberg | ||||||
620 8th Avenue, 49th Floor | ||||||
New York, NY 10018-1618 | ||||||
Charles M. Royce | 194,703* | Record and | 5.29% | |||
c/o Royce Management Company | Beneficial | |||||
8 Sound Shore Drive, Suite 140 | ||||||
Greenwich, CT 06830-7259 | ||||||
Royce Heritage Fund | ||||||
Service Class | ||||||
Charles Schwab & Co. Inc. | 3,788,326 | Record | 28.90% | |||
Reinvest Account | ||||||
Attn. Mutual Fund Dept. | ||||||
101 Montgomery St. | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce Heritage Fund | ||||||
R Class | ||||||
National Financial Services | 140,581 | Record | 26.73% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Capital Bank & Trust Company TTEE | 71,930 | Record | 13.68% | |||
F Bond Auto Parts Inc PSP 401K | ||||||
8515 E. Orchard Rd., 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
Frontier Trust Company FBO | 41,469 | Record | 7.88% | |||
Professional Anesthesia Consultants | ||||||
P.O. Box 10758 | ||||||
Fargo, ND 58106-0758 | ||||||
Royce Heritage Fund | ||||||
K Class | ||||||
FIIOC FBO | 227,233 | Record | 37.44% | |||
Santander Consumer USA Inc. | ||||||
100 Magellan Way | ||||||
Covington, KY 41045-1999 | ||||||
Nationwide Trust Company FSB | 190,090 | Record | 31.32% | |||
c/o IPO Portfolio Accounting | ||||||
P.O. Box 182029 | ||||||
Columbus, OH 43218-2029 |
* | Includes shares held by Royce Family Investments, LLC. |
B-14
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
State Street Bank | 83,733 | Record | 13.80% | |||
FBO ADP Access 401K Plan | ||||||
1 Lincoln St. | ||||||
Boston, MA 02111-2901 | ||||||
Capital Bank & Trust Company TTEE | 33,419 | Record | 5.51% | |||
F Nichols Consulting Engineers | ||||||
CHTD 4 | ||||||
8515 E. Orchard Rd., 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
Royce Opportunity Fund | ||||||
Investment Class | ||||||
Charles Schwab & Co. Inc. | 13,221,846 | Record | 17.11% | |||
Attn. Mutual Fund Dept. | ||||||
101 Montgomery St. | ||||||
San Francisco, CA 94104-4151 | ||||||
John Hancock Life Insurance | 12,258,396 | Record | 15.86% | |||
Co. USA | ||||||
RPS-Trading OPS ET4 | ||||||
601 Congress Street | ||||||
Boston, MA 02210-2804 | ||||||
National Financial Services | 10,288,506 | Record | 13.31% | |||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Pershing LLC | 5,910,943 | Record | 7.65% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce Opportunity Fund | ||||||
Service Class | ||||||
National Financial Services | 16,125,105 | Record | 72.99% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Charles Schwab & Co. Inc. | 1,686,075 | Record | 7.63% | |||
Reinvest Account | ||||||
Attn. Mutual Fund Dept. | ||||||
101 Montgomery St. | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce Opportunity Fund | ||||||
Institutional Class | ||||||
The Northern Trust Co. | 24,423,575 | Record | 40.51% | |||
Accenture LLP | ||||||
P.O. Box 92994 | ||||||
Chicago, IL 60675-0001 |
B-15
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Reliance Trust Company | 9,960,330 | Record | 16.52% | |||
FBO Retirement Plans Serviced by | ||||||
Metlife | ||||||
c/o Fascore LLC | ||||||
8515 E. Orchard Rd, 2T2 | ||||||
Greenwood Vlg, CO 80111-5002 | ||||||
NFS LLC FEBO | 8,847,546 | Record | 14.67% | |||
FIIOC As Agent for Qualified | ||||||
Employee Benefit Plans (401K) | ||||||
FINOPS-IC Funds | ||||||
100 Magellan Way # KW1C | ||||||
Covington, KY 41015-1987 | ||||||
MLPF&S For the Sole Benefit of | 3,031,902 | Record | 5.03% | |||
Its Customers | ||||||
Merrill Lynch Financial Data SV | ||||||
Attn: Fund Administration | ||||||
4800 Deer Lake Dr. E, Fl. 2 | ||||||
Jacksonville, FL 32246-6484 | ||||||
Royce Opportunity Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 293,687 | Record | 25.87% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Raymond James | 187,612 | Record | 16.53% | |||
Omnibus for Mutual Funds | ||||||
House Account | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 | ||||||
First Clearing LLC | 127,150 | Record | 11.20% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Pershing LLC | 86,082 | Record | 7.58% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce Opportunity Fund | ||||||
R Class | ||||||
Sammons Financial Network LLC | 529,872 | Record | 51.08% | |||
4546 Corporate Dr., Ste. 100 | ||||||
WDM, IA 50266-5911 |
B-16
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
DCGT As TTEE and/or Cust | 74,326 | Record | 7.17% | |||
FBO Principal Financial Group | ||||||
Qualified FIA Omnibus | ||||||
Attn: NPIO Trade Desk | ||||||
711 High Street | ||||||
Des Moines, IA 50392-0001 | ||||||
ING National Trust | 55,258 | Record | 5.33% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Royce Opportunity Fund | ||||||
K Class | ||||||
SEI Private Trust Company | 573,759 | Record | 59.64% | |||
c/o Hills Bank & Trust | ||||||
Attn: Mutual Fund Administrator | ||||||
One Freedom Valley Drive | ||||||
Oaks, PA 19456-9989 | ||||||
Nationwide Trust Company FSB | 69,835 | Record | 7.26% | |||
c/o IPO Portfolio Accounting | ||||||
P.O. Box 182029 | ||||||
Columbus, OH 43218-2029 | ||||||
Royce Special Equity Fund | ||||||
Service Class | ||||||
Charles Schwab & Co. Inc. | 2,781,630 | Record | 22.13% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
National Financial Services | 1,377,364 | Record | 10.96% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Pershing LLC | 1,256,246 | Record | 10.00% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
TD Ameritrade Inc For The | 803,807 | Record | 6.40% | |||
Exclusive Benefit of our Clients | ||||||
P.O. Box 2226 | ||||||
Omaha, NE 68103-2226 | ||||||
LPL Financial | 761,232 | Record | 6.06% | |||
9785 Towne Centre Drive | ||||||
San Diego, CA 92121-1968 |
B-17
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Special Equity Fund | ||||||
Investment Class | ||||||
National Financial Services | 15,941,233 | Record | 16.37% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Charles Schwab & Co. Inc. | 14,384,677 | Record | 14.77% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Pershing LLC | 8,803,449 | Record | 9.04% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
UBS WM USA | 7,770,282 | Record | 7.98% | |||
Attn: Department Mgr. | ||||||
1000 Harbor Blvd., Fl. 8 | ||||||
Weehawken, NJ 07086-6761 | ||||||
Morgan Stanley Smith Barney | 5,269,557 | Record | 5.41% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Royce Special Equity Fund | ||||||
Institutional Class | ||||||
The Northern Trust Company | 7,245,150 | Record | 25.79% | |||
FBO Morgan Stanley-DV | ||||||
P.O. Box 92994 | ||||||
Chicago, IL 60675-2994 | ||||||
NFS LLC FEBO | 4,339,249 | Record | 15.44% | |||
Lauer & Co. As Nominee Agent for | ||||||
Glenmede Trust Co. | ||||||
P.O. Box 58997 | ||||||
Philadelphia, PA 19102-8997 | ||||||
State Street Bank & Trust Co. TTEE | 2,981,232 | Record | 10.61% | |||
Glaxo Smith Kline Retirement | ||||||
Savings Plan UA DTD 06/26/1989 | ||||||
2 Avenue De Lafayette Ste. 2 | ||||||
Boston, MA 02111-1748 | ||||||
Charles Schwab & Co. Inc. | 2,171,502 | Record | 7.73% | |||
Special Custody A/C FBO Customers | ||||||
Attn: Mutual Funds | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 |
B-18
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Automatic Data Processing Inc. | 1,461,612 | Record | 5.20% | |||
Pension Retirement Plan | ||||||
4 New York Plaza, Fl. 15 | ||||||
New York, NY 10004-2413 | ||||||
BOK TTE FBO Integris Health, Inc. | 1,423,249 | Record | 5.07% | |||
Retirement Plan/Pension | ||||||
P.O. Box 2180 | ||||||
Tulsa, OK 74101-2180 | ||||||
Royce Special Equity Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 865,468 | Record | 30.81% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Raymond James | 447,147 | Record | 15.92% | |||
Omnibus for Mutual Funds | ||||||
House Account | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 | ||||||
Pershing LLC | 306,156 | Record | 10.90% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
UBS WM USA | 197,430 | Record | 7.03% | |||
Attn: Department Mgr. | ||||||
1000 Harbor Blvd., Fl. 8 | ||||||
Weehawken, NJ 07086-6761 | ||||||
Royce Value Fund | ||||||
Service Class | ||||||
National Financial Services | 16,554,685 | Record | 29.56% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Charles Schwab & Co. Inc. | 13,782,252 | Record | 24.61% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Pershing LLC | 4,119,733 | Record | 7.36% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 |
B-19
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Value Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 787,331 | Record | 31.64% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Raymond James | 511,833 | Record | 20.57% | |||
Omnibus for Mutual Funds | ||||||
House Account Firm | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 | ||||||
First Clearing LLC | 354,369 | Record | 14.24% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
RBC Capital Markets LLC | 143,158 | Record | 5.75% | |||
Mutual Fund Omnibus Processing | ||||||
Omnibus | ||||||
Attn: Mutual Fund Ops Manager | ||||||
510 Marquette Ave. S | ||||||
Minneapolis, MN 55402-1110 | ||||||
Royce Value Fund | ||||||
Investment Class | ||||||
First Clearing LLC | 3,420,902 | Record | 23.63% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Charles Schwab & Co. Inc. | 1,413,772 | Record | 9.77% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Morgan Stanley Smith Barney | 1,198,396 | Record | 8.28% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
National Financial Services | 1,127,233 | Record | 7.79% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 |
B-20
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Pershing LLC | 924,244 | Record | 6.38% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce Value Fund | ||||||
Institutional Class | ||||||
Legg Mason Partners Lifestyle | 3,874,425 | Record | 23.11% | |||
Series Inc. Allocation 85% | ||||||
Att: Steve Bleiberg | ||||||
620 8th Avenue, Fl. 49 | ||||||
New York, NY 10018-1618 | ||||||
Legg Mason Partners Lifestyle | 1,888,574 | Record | 11.26% | |||
Series Inc. Allocation 70% | ||||||
Att: Steve Bleiberg | ||||||
620 8th Avenue, Fl. 49 | ||||||
New York, NY 10018-1618 | ||||||
DWS Trust Company | 1,535,065 | Record | 9.16% | |||
FBO Deutsche Bank Matched | ||||||
Savings Plan | ||||||
Attn: Share Recon Dept. | ||||||
P.O. Box 1757 | ||||||
Salem, NH 03079-1143 | ||||||
Polish American Freedom | 1,140,696 | Record | 6.80% | |||
Foundation | ||||||
410 Park Avenue, 15th Fl. | ||||||
New York, NY 10022-4407 | ||||||
State Street Bank & Trust Co. | 1,113,563 | Record | 6.64% | |||
South Dakota Higher Education Trust | ||||||
801 Pennsylvania Avenue | ||||||
Kansas City, MO 64105-1307 | ||||||
Legg Mason Partners Lifestyle | 945,644 | Record | 5.64% | |||
Series Inc. Allocation 50% | ||||||
Att: Steve Bleiberg | ||||||
620 8th Avenue, Fl. 49 | ||||||
New York, NY 10018-1618 | ||||||
Royce Value Fund | ||||||
R Class | ||||||
Hartford Life Ins. Co. | 1,643,700 | Record | 51.46% | |||
Separate Account | ||||||
Attn: UIT Operations | ||||||
P.O. Box 2999 | ||||||
Hartford, CT 06104-2999 | ||||||
ING Life Insurance Annuity Co. | 613,042 | Record | 19.19% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 |
B-21
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Value Fund | ||||||
K Class | ||||||
ING Life Insurance Annuity Co. | 531,326 | Record | 30.27% | |||
1 Orange Way | ||||||
Windsor, CT 06095-4773 | ||||||
Hartford Life Ins. Co. | 510,470 | Record | 29.08% | |||
Separate Account | ||||||
Attn: UIT Operations | ||||||
P.O. Box 299 | ||||||
Hartford, CT 06104-2999 | ||||||
FIIOC FBO | 200,285 | Record | 11.41% | |||
New Process Steel LP | ||||||
100 Magellan Way | ||||||
Covington, KY 41015-1999 | ||||||
Nationwide Trust Company FSB | 144,611 | Record | 8.24% | |||
c/o IPO Portfolio Accounting | ||||||
P.O. Box 182029 | ||||||
Columbus, OH 43218-2029 | ||||||
Royce Value Plus Fund | ||||||
Service Class | ||||||
National Financial Services | 21,156,566 | Record | 35.37% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Charles Schwab & Co. Inc. | 14,729,258 | Record | 24.62% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Morgan Stanley Smith Barney | 3,257,005 | Record | 5.44% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Royce Value Plus Fund | ||||||
Institutional Class | ||||||
NFS LLC FEBO | 6,288,239 | Record | 51.97% | |||
FIIOC As Agent for Qualified | ||||||
Employee Benefit Plans (401K) | ||||||
FINOPS-IC Funds | ||||||
100 Magellan Way # KW1C | ||||||
Covington, KY 41015-1987 |
B-22
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Charles Schwab & Co. Inc. | 1,927,632 | Record | 15.93% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Mercer Trust Company TTEE FBO | 743,927 | Record | 6.15% | |||
Volvo Group VIPP Non Union | ||||||
1 Investors Way, MSC N-1-G | ||||||
Norwood, MA 02062-1599 | ||||||
Mac & Co. | 665,933 | Record | 5.50% | |||
Mutual Fund Ops-TC | ||||||
P.O. Box 3198 | ||||||
525 William Penn Place | ||||||
Pittsburgh, PA 1523-3198 | ||||||
Royce Value Plus Fund | ||||||
Investment Class | ||||||
First Clearing LLC | 6,399,466 | Record | 43.50% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Morgan Stanley Smith Barney | 2,812,723 | Record | 19.12% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Charles Schwab & Co. Inc. | 1,812,570 | Record | 12.32% | |||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce Value Plus Fund | ||||||
Consultant Class | ||||||
Morgan Stanley Smith Barney | 551,020 | Record | 40.73% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
First Clearing LLC | 345,526 | Record | 25.54% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Royce Value Plus Fund | ||||||
R Class | ||||||
Sammons Financial Network LLC | 37,452 | Record | 37.18% | |||
4546 Corporate Drive, Suite 100 | ||||||
WDM, IA 50266-5911 |
B-23
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Charles Schwab & Co. Inc. | 8,093 | Record | 8.03% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
MG Trust Company Cust. FBO | 7,179 | Record | 7.13% | |||
Bay West Endocrinology Associates | ||||||
700 17th Street, Suite 300 | ||||||
Denver, CO 80202-3531 | ||||||
Frontier Trust Company FBO | 6,459 | Record | 6.41% | |||
Tioga Hardwoods, Inc. 401K P/S Plan | ||||||
P.O. Box 10758 | ||||||
Fargo, ND 58106-0655 | ||||||
James R Prince PSP and Trust | 6,271 | Record | 6.23% | |||
TTEE F | ||||||
James R Prince PSP and Trust 401K | ||||||
c/o Fascore LLC | ||||||
8515 E. Orchard Rd., 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
Royce Value Plus Fund | ||||||
K Class | ||||||
Nationwide Trust Company FSB | 35,431 | Record | 44.98% | |||
c/o IPO Portfolio Accounting | ||||||
P.O Box 182029 | ||||||
Columbus, OH 43218-2029 | ||||||
Great-West Trust Company | 28,323 | Record | 35.95% | |||
LLC TTEE F | ||||||
Employee Benefits Clients 401K | ||||||
8515 E. Orchard Rd, 2T2 | ||||||
Greenwood Village, CO 80111-5002 | ||||||
Charles Schwab & Co. Inc. | 5,374 | Record | 6.82% | |||
Special Custody A/C FBO Customers | ||||||
Attn: Mutual Funds | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Royce 100 Fund | ||||||
Service Class | ||||||
Charles Schwab & Co. Inc. | 6,500,480 | Record | 29.21% | |||
Reinvestment Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 |
B-24
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Morgan Stanley Smith Barney | 3,883,4394 | Record | 17.45% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
National Financial Services | 3,661,957 | Record | 16.46% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Pershing LLC | 2,186,507 | Record | 9.83% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce 100 Fund | ||||||
Investment Class | ||||||
Morgan Stanley Smith Barney | 1,662,337 | Record | 29.73% | |||
Harborside Financial Center | ||||||
Plaza 2, 3rd Floor | ||||||
Jersey City, NJ 07311 | ||||||
Charles Schwab & Co. Inc. | 639,850 | Record | 11.44% | |||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
National Financial Services | 633,412 | Record | 11.33% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
PIMS/Prudential Retirement As | 518,414 | Record | 9.27% | |||
Nominee for the TTEE/Cust | ||||||
Overhead Door Corporation | ||||||
2501 South Street Hwy. 121, Ste 200 | ||||||
Lewisville, TX 75067 | ||||||
First Clearing LLC | 449,723 | Record | 8.04% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Royce 100 Fund | ||||||
R Class | ||||||
Frontier Trust Company FBO | 72,335 | Record | 36.39% | |||
Reser’s Fine Foods, Inc. 401(K) Plan | ||||||
P.O. Box 10758 | ||||||
Fargo, ND 58106-0758 |
B-25
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Frontier Trust Company FBO | 22,284 | Record | 11.19% | |||
Chicago Systems Group 401(K) Plan | ||||||
P.O. Box 10758 | ||||||
Fargo, ND 58106-0758 | ||||||
Sammons Financial Network LLC | 16,260 | Record | 8.18% | |||
4546 Corporate Dr., Ste. 100 | ||||||
WDM, IA 50266-5911 | ||||||
Charles M. Royce | 11,425 | Beneficial | 5.75% | |||
c/o Royce Management Company | ||||||
8 Sound Shore Drive, Suite 140 | ||||||
Greenwich, CT 06830-7259 | ||||||
Charles Schwab & Co. Inc. | 11,425 | Record | 5.75% | |||
Special Custody A/C FBO Customers | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
Frontier Trust Company FBO | 10,126 | Record | 5.09% | |||
SW College of Naturopathic Med & HL | ||||||
P.O. Box 10655 | ||||||
Fargo, ND 58106-0655 | ||||||
Royce 100 Fund | ||||||
K Class | ||||||
Nationwide Trust Company FSB | 87,779 | Record | 28.47% | |||
c/o IPO Portfolio Accounting | ||||||
P.O. Box 182029 | ||||||
Columbus, OH 43218-2029 | ||||||
Wilmington Trust RISC Cust FBO | 62,234 | Record | 20.18% | |||
Cobalt Mortgage 401K Plan | ||||||
P.O. Box 52129 | ||||||
Phoenix, AZ 85072-2129 | ||||||
New York Life Trust Company | 59,613 | Record | 19.33% | |||
169 Lackawanna Avenue | ||||||
Trust Admin., 2nd Floor | ||||||
Parsippany, NJ 07054-1007 | ||||||
Wilmington Trust Risc TTEE FBO | 51,087 | Record | 16.57% | |||
Washington Federal 401K and | ||||||
Employee Stock Ownership Plan and T | ||||||
P.O. Box 52129 | ||||||
Phoenix, AZ 85072-2129 | ||||||
Royce Micro-Cap Discovery Fund | ||||||
Service Class | ||||||
Charles Schwab & Co. Inc. | 220,692 | Record | 24.95% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery St. | ||||||
San Francisco, CA 94104-4151 |
B-26
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
New York Life Trust Company | 165,011 | Record | 18.65% | |||
169 Lackawanna Avenue | ||||||
Trust Admin, 2nd Floor | ||||||
Parsippany, NJ 07054-1007 | ||||||
Charles M. Royce | 257,867* | Record and | 29.15% | |||
c/o Royce Management Company | Beneficial | |||||
8 Sound Shore Drive, Suite 140 | ||||||
Greenwich, CT 06830-7259 | ||||||
Royce Family Investments, LLC | 104,540 | Record and | 11.82% | |||
8 Sound Shore Drive, Suite 140 | Beneficial | |||||
Greenwich, CT 06830-7259 | ||||||
Royce Financial Services Fund | ||||||
Service Class | ||||||
Charles Schwab & Co. Inc. | 864,755 | Record | 24.04% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery St. | ||||||
San Francisco, CA 94104-4151 | ||||||
National Financial Services | 811,788 | Record | 22.57% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Pershing LLC | 459,598 | Record | 12.78% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Charles M. Royce | 198,434* | Record and | 5.52% | |||
c/o Royce Management Company | Beneficial | |||||
8 Sound Shore Drive, Suite 140 | ||||||
Greenwich, CT 06830-7259 | ||||||
Royce Dividend Value Fund | ||||||
Service Class | ||||||
Charles Schwab & Co., Inc. | 4,422,096 | Record | 10.81% | |||
Reinvestment Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
National Financial Services Corp. | 3,891,872 | Record | 9.51% | |||
FEBO Our Customers | ||||||
200 Liberty Street, 11 World Fin. Ctr. | ||||||
Attn: Mutual Fund Dept, 5th Floor | ||||||
New York, NY 10281-1003 |
* | Includes shares held by Royce Family Investments, LLC. |
B-27
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Pershing LLC | 3,131,039 | Record | 7.65% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce Dividend Value Fund | ||||||
Investment Class | ||||||
LPL Financial | 9,685,911 | Record | 44.30% | |||
9785 Towne Centre Drive | ||||||
San Diego, CA 92121-1968 | ||||||
National Financial Services Corp. | 3,771,784 | Record | 17.25% | |||
FEBO Our Customers | ||||||
Russ Lennon | ||||||
200 Liberty St. | ||||||
New York, NY 10281-1003 | ||||||
Raymond James | 1,919,296 | Record | 8.78% | |||
Omnibus for Mutual Funds | ||||||
House Account Firm | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 | ||||||
First Clearing LLC | 1,638,330 | Record | 7.49% | |||
Special Custody Account for the | ||||||
Exclusive Benefit of Customer | ||||||
2801 Market Street | ||||||
St. Louis, MO 63103-2523 | ||||||
Royce Dividend Value Fund | ||||||
Institutional Class | ||||||
Mac & Co. | 3,275,229 | Record | 100% | |||
Attn: Mutual Fund Operations | ||||||
P.O. Box 3198 | ||||||
525 William Penn Place | ||||||
Pittsburgh, PA 15230 -3198 | ||||||
Royce Select Fund I | ||||||
Investment Class | ||||||
Charles Schwab & Co., Inc. | 976,412 | Record | 46.70% | |||
Reinvestment Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
The Royce Family Fund, Inc | 136,850 | Record and | 5.84% | |||
DTD 10/23/06 | Beneficial | |||||
c/o Charles M. Royce | ||||||
8 Sound Shore Drive | ||||||
Suite 140 | ||||||
Greenwich, CT 06830-7259 |
B-28
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Select Fund II | ||||||
Investment Class | ||||||
Charles M. Royce | 109,247* | Record and | 28.26% | |||
c/o Royce Management Company | Beneficial | |||||
8 Sound Shore Drive, Suite 140 | ||||||
Greenwich, CT 06830-7259 | ||||||
Royce Family Investments, LLC | 94,345 | Record and | 24.40% | |||
8 Sound Shore Drive, Suite 140 | Beneficial | |||||
Greenwich, CT 06830-7259 | ||||||
The Pennsylvania Trust Co. POA | 64,853 | Record | 16.77% | |||
Donald E. Lewin | ||||||
Surfside, FL 33154-3005 | ||||||
Charles Schwab & Co., Inc. | 53,419 | Record | 13.82% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
TD Ameritrade | 29,719 | Record | 7.69% | |||
P.O. Box 2226 | ||||||
Omaha, NE 68103-2226 | ||||||
John David Roven | 20,598 | Record and | 5.33% | |||
Houston, TX 77018-8018 | Beneficial | |||||
Royce Global Select Long/Short Fund | ||||||
Investment Class | ||||||
W. Whitney George | 100,263 | Record and | 14.65% | |||
c/o Royce & Associates, LLC | Beneficial | |||||
745 Fifth Avenue, Suite 2400 | ||||||
New York, NY 10151 | ||||||
Pershing LLC | 96,078 | Record | 14.04% | |||
1 Pershing Plaza | ||||||
Jersey City, NJ 07399-0002 | ||||||
Jack E. Fockler | 62,046 | Record and | 9.07% | |||
c/o Royce & Associates, LLC | Beneficial | |||||
745 Fifth Avenue, Suite 2400 | ||||||
New York, NY 10151 | ||||||
TD Ameritrade Inc. for the Exclusive | 37,282 | Record | 5.45% | |||
Benefit Of Our Clients | ||||||
P.O. Box 2226 | ||||||
Omaha, NE 68103-2226 |
* | Includes shares held by Royce Family Investments, LLC. |
B-29
Number | Type of | Percentage of | ||||
Fund | of Shares | Ownership | Outstanding Shares | |||
Royce Global Value Fund | ||||||
Service Class | ||||||
Charles Schwab & Co., Inc. | 1,013,337 | Record | 19.71% | |||
Reinvest Account | ||||||
Attn: Mutual Fund Dept. | ||||||
101 Montgomery Street | ||||||
San Francisco, CA 94104-4151 | ||||||
UBS WM USA | 446,281 | Record | 8.68% | |||
Attn: Department Mgr. | ||||||
1000 Harbor Blvd., Fl. 8 | ||||||
Weehawken, NJ 07086-6761 | ||||||
National Financial Services | 428,740 | Record | 8.34% | |||
FEBO Our Customers | ||||||
200 Liberty St., 1 World Fin Ctr | ||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||
New York, NY 10281 | ||||||
Raymond James | 381,177 | Record | 7.41% | |||
Omnibus for Mutual Funds | ||||||
House Acct Firm | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 | ||||||
RBC Capital Markets LLC | 351,772 | Record | 6.84% | |||
Mutual Funds Omnibus Processing | ||||||
Omnibus | ||||||
Attn: Mutual Funds Ops Manager | ||||||
510 Marquette Ave S | ||||||
Minneapolis, MN 55402-1110 | ||||||
Pershing LLC | 291,595 | Record | 5.67% | |||
P.O. Box 2052 | ||||||
Jersey City, NJ 07303-2052 | ||||||
Royce Global Value Fund | ||||||
Investment Class | ||||||
National Financial Services | 2,305,201 | Record | 17.45% | |||
FEBO Our Customers | ||||||
200 Liberty St, 1 World Fin. Ctr. | ||||||
Attn: Mutual Fund Dept. 5th Fl. | ||||||
New York, NY 10281 | ||||||
Raymond James | 2,116,567 | Record | 16.02% | |||
Omnibus for Mutual Funds | ||||||
House Acct Firm | ||||||
Attn: Courtney Waller | ||||||
880 Carillon Parkway | ||||||
St. Petersburg, FL 33716-1100 |
B-30
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Edward D Jones & Co. | 1,854,605 | Record | 14.04 | % | ||||
Attn: Mutual Fund | ||||||||
Shareholder Accounting | ||||||||
201 Progress Pkwy | ||||||||
Maryland Hts., MO 63043-3009 | ||||||||
Morgan Stanley Smith Barney | 1,798,371 | Record | 13.62 | % | ||||
Harborside Financial Center | ||||||||
Plaza 2, 3rd Floor | ||||||||
Jersey City, NJ 07311 | ||||||||
Charles Schwab & Co. Inc. | 1,780,508 | Record | 13.48 | % | ||||
Reinvest Account | ||||||||
Attn: Mutual Fund Dept. | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
Genworth Financial Trust Co. | 1,332,150 | Record | 10.09 | % | ||||
FBO Genworth Financial Wealth Mgmt | ||||||||
& Mutual Clients & For the Benefit | ||||||||
Of Other Custodial Clients | ||||||||
3200 N. Central Ave., Fl. 7 | ||||||||
Phoenix, AZ 85012-2468 | ||||||||
First Clearing LLC | 763,737 | Record | 5.78 | % | ||||
Special Custody Account for the | ||||||||
Exclusive Benefit of Customer | ||||||||
2801 Market Street | ||||||||
St. Louis, MO 63103-2523 | ||||||||
Royce Global Value Fund | ||||||||
Consultant Class | ||||||||
Morgan Stanley Smith Barney | 407,642 | Record | 21.30 | % | ||||
Harborside Financial Center | ||||||||
Plaza 2, 3rd Floor | ||||||||
Jersey City, NJ 07311 | ||||||||
Raymond James | 106,641 | Record | 5.57 | % | ||||
Omnibus for Mutual Funds | ||||||||
House Acct Firm | ||||||||
Attn: Courtney Waller | ||||||||
880 Carillon Parkway | ||||||||
St. Petersburg, FL 33716-1100 | ||||||||
Royce Global Value Fund | ||||||||
K Class | ||||||||
Charles M. Royce | 4,296 | Record and | 100 | % | ||||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7255 |
B-31
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Royce Global Value Fund | ||||||||
R Class | ||||||||
National Financial Services | 5,426 | Record | 55.85 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr. | ||||||||
Attn: Mutual Fund Dept. 5th Fl. | ||||||||
New York, NY 10281 | ||||||||
Charles M. Royce | 4,290 | Record and | 44.15 | % | ||||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7255 | ||||||||
Royce European Smaller-Companies Fund | ||||||||
Service Class | ||||||||
Charles Schwab & Co. Inc. | 560,440 | Record | 33.21 | % | ||||
Reinvest Account | ||||||||
Attn: Mutual Fund Dept. | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
National Financial Services | 34,319 | Record | 20.70 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr. | ||||||||
Attn: Mutual Fund Dept. 5th Fl. | ||||||||
New York, NY 10281 | ||||||||
TD Ameritrade Inc. for the Exclusive | 219,251 | Record | 12.99 | % | ||||
Benefit of our Customers | ||||||||
P.O. Box 2226 | ||||||||
Omaha, NE 68103-2226 | ||||||||
Pershing LLC | 129,953 | Record | 7.70 | % | ||||
P.O. Box 2052 | ||||||||
Jersey City, NJ 07303-2052 | ||||||||
Charles M. Royce | 111,565 | Record and | 6.61 | % | ||||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive | ||||||||
Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Royce SMid-Cap Value Fund | ||||||||
Service Class | ||||||||
W. Whitney George & Meredith M. | 173,163 | Record and | 19.99 | % | ||||
George JT WROS | Beneficial | |||||||
c/o Royce & Associates, LLC | ||||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 |
B-32
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Charles M. Royce | 100,609 | * | Beneficial | 11.62 | % | |||
c/o Royce Management Company | ||||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Royce Family Investments, LLC | 100,609 | Record and | 11.62 | % | ||||
8 Sound Shore Drive | Beneficial | |||||||
Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Pershing LLC | 100,195 | Record | 11.57 | % | ||||
P.O. Box 2052 | ||||||||
Jersey City, NJ 07303-2052 | ||||||||
National Financial Svcs. Corp. | 75,386 | Record | 8.70 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St. | ||||||||
New York, NY 10281-1003 | ||||||||
State Street Bank and Trust Co. Cust. | 60,252 | Record | 6.96 | % | ||||
IRA James T. Stoeffel | ||||||||
c/o Royce & Associates, LLC | ||||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 | ||||||||
First Clearing LLC | 50,101 | Record | 5.78 | % | ||||
Special Custody Acct. for the | ||||||||
Exclusive Benefit of Customer | ||||||||
2801 Market Street | ||||||||
St. Louis, MO 63103-2523 | ||||||||
Charles Schwab & Co. Inc. | 46,389 | Record | 5.36 | % | ||||
Special Custody A/C FBO Customers | ||||||||
Attn: Mutual Fund Dept. | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
Royce Enterprise Select Fund | ||||||||
Investment Class | ||||||||
Royce Family Investments, LLC | 84,627 | Record and | 48.62 | % | ||||
8 Sound Shore Drive | Beneficial | |||||||
Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
The Pennsylvania Trust Co. POA | 42,918 | Record | 24.66 | % | ||||
Donald E. Lewin | ||||||||
Surfside, FL 33154-3005 | ||||||||
Steve G. McBoyle | 10,614 | Record and | 6.10 | % | ||||
c/o Royce & Associates, LLC | Beneficial | |||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 |
B-33
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Royce International-Smaller | ||||||||
Companies Fund | ||||||||
Service Class | ||||||||
BNY Mellon Investment Servicing Inc. | 780,545 | Record | 27.45 | % | ||||
FBO Primerica Financial Services | ||||||||
760 Moore Road | ||||||||
King of Prussia, PA 19406-1212 | ||||||||
TD Ameritrade Inc. | 555,492 | Record | 19.53 | % | ||||
P.O. Box 2226 | ||||||||
Omaha, NE 68103-2226 | ||||||||
National Financial Services FEBO | 553,179 | Record | 19.45 | % | ||||
Our Customers | ||||||||
200 Liberty St., 1 World Fin Ctr. | ||||||||
Attn: Mutual Fund Dept., 5th Fl. | ||||||||
New York, NY 10281 | ||||||||
Charles M. Royce | 242,937* | Record and | 8.54 | % | ||||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Royce Family Investments, LLC | 228,515 | Record and | 8.04 | % | ||||
8 Sound Shore Drive | Beneficial | |||||||
Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Charles Schwab & Co., Inc. | 157,447 | Record | 5.54 | % | ||||
Special Cust A/C FBO Customers | ||||||||
Attn: Mutual Funds | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
Royce Focus Value Fund | ||||||||
Service Class | ||||||||
W. Whitney George & Meredith M. | 261,015 | Record and | 40.38 | % | ||||
George JT WROS | Beneficial | |||||||
c/o Royce & Associates, LLC | ||||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 | ||||||||
George U. Wyper | 146,547 | Record and | 22.67 | % | ||||
c/o Royce & Associates, LLC | Beneficial | |||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 | ||||||||
Charles Schwab & Co., Inc. | 64,763 | Record | 10.02 | % | ||||
Special Cust A/C FBO Customers | ||||||||
Attn: Mutual Funds | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 |
B-34
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Jack E. Fockler | 56,516 | Record and | 8.74 | % | ||||
c/o Royce & Associates, LLC | Beneficial | |||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 | ||||||||
Pershing LLC | 38,077 | Record | 5.89 | % | ||||
P.O. Box 2052 | ||||||||
Jersey City, NJ 07303-2052 | ||||||||
Royce Partners Fund | ||||||||
Service Class | ||||||||
Charles M. Royce | 102,768* | Record and | 57.60 | % | ||||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Royce Family Investments, LLC | 92,450 | Record and | 52.10 | % | ||||
8 Sound Shore Drive | Beneficial | |||||||
Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Michael Hveem TTEE | 35,605 | Record and | 19.96 | % | ||||
Marilyn J. Royce 2002 Trust | Beneficial | |||||||
8 Sound Shore Drive | ||||||||
Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Charles Schwab & Co., Inc. | 10,577 | Record | 5.93 | % | ||||
Special Cust A/C FBO Customers | ||||||||
Attn: Mutual Funds | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
Royce Opportunity Select Fund | ||||||||
Investment Class | ||||||||
Blanche I. Hench & | 160,693 | Record and | 35.25 | % | ||||
William Hench JTWROS | Beneficial | |||||||
c/o Royce & Associates, LLC | ||||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 | ||||||||
Charles Schwab & Co., Inc. | 39,699 | Record | 8.71 | % | ||||
Attn: Mutual Funds | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
National Financial Services | 38,904 | Record | 8.53 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr | ||||||||
Attn: Mutual Fund Dept. | ||||||||
New York, NY 10281 |
B-35
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Ann M. Sidoti & | 35,762 | Record | 7.85 | % | ||||
Peter T. Sidoti JT WROS | ||||||||
Brightwaters, NY 11718-1409 | ||||||||
The Pennsylvania Trust Co. POA | 32,092 | Record | 7.04 | % | ||||
Donald E Lewin | ||||||||
Surfside, FL 33154-3005 | ||||||||
Royce Global Dividend Value Fund | ||||||||
Service Class | ||||||||
Charles Schwab & Co., Inc. | 251,668 | Record | 32.40 | % | ||||
Attn: Mutual Fund Dept. | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
Charles M. Royce | 106,132 | * | Record and | 13.67 | % | |||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
National Financial Services | 102,850 | Record | 13.24 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr | ||||||||
Attn: Mutual Fund Dept. | ||||||||
New York, NY 10281 | ||||||||
LPL Financial | 81,304 | Record | 10.47 | % | ||||
9785 Towne Centre Drive | ||||||||
San Diego, CA 92121-1968 | ||||||||
TD Ameritrade Inc. for the Exclusive | 69,789 | Record | 8.99 | % | ||||
Benefit of our Clients | ||||||||
P.O. Box 2226 | ||||||||
Omaha, NE 68103-2226 | ||||||||
Royce Family Investments, LLC | 67,162 | Record and | 8.65 | % | ||||
8 Sound Shore Drive, Suite 140 | Beneficial | |||||||
Greenwich, CT 06830-7259 | ||||||||
Raymond James | 43,073 | Record | 5.55 | % | ||||
Omnibus for Mutual Funds | ||||||||
House Account | ||||||||
Attn: Courtney Waller | ||||||||
880 Carillon Parkway | ||||||||
St. Petersburg, FL 33716-1100 | ||||||||
Royce International Premier Fund | ||||||||
Service Class | ||||||||
Charles Schwab & Co., Inc. | 340,685 | Record | 50.83 | % | ||||
Attn: Mutual Fund Dept. | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 |
B-36
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Charles M. Royce | 84,670* | Record and | 12.63 | % | ||||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Royce Family Investments, LLC | 79,424 | Record and | 11.85 | % | ||||
8 Sound Shore Drive, Suite 140 | Beneficial | |||||||
Greenwich, CT 06830-7259 | ||||||||
TD Ameritrade Inc. for the Exclusive | 61,696 | Record | 9.21 | % | ||||
Benefit of our Clients | ||||||||
P.O. Box 2226 | ||||||||
Omaha, NE 68103-2226 | ||||||||
George U. Wyper | 51,313 | Record and | 7.66 | % | ||||
c/o Royce & Associates, LLC | Beneficial | |||||||
745 Fifth Avenue, Suite 2400 | ||||||||
New York, NY 10151 | ||||||||
National Financial Services | 49,096 | Record | 7.33 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr | ||||||||
Attn: Mutual Fund Dept. | ||||||||
New York, NY 10281 | ||||||||
Royce International Micro-Cap Fund | ||||||||
Service Class | ||||||||
Charles Schwab & Co., Inc. | 66,779 | Record | 13.73 | % | ||||
Attn: Mutual Fund Dept. | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
TD Ameritrade Inc. for the Exclusive | 57,210 | Record | 11.76 | % | ||||
Benefit of our Clients | ||||||||
P.O. Box 2226 | ||||||||
Omaha, NE 68103-2226 | ||||||||
Charles M. Royce | 78,792 | Record and | 16.20 | % | ||||
c/o Royce Management Company | Beneficial | |||||||
8 Sound Shore Drive, Suite 140 | ||||||||
Greenwich, CT 06830-7259 | ||||||||
Pershing LLC | 43,906 | Record | 9.02 | % | ||||
P.O. Box 2052 | ||||||||
Jersey City, NJ 07303-2052 | ||||||||
National Financial Services | 43,652 | Record | 8.97 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr | ||||||||
Attn: Mutual Fund Dept. | ||||||||
New York, NY 10281 |
B-37
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
LPL Financial | 36,989 | Record | 7.60 | % | ||||
9785 Towne Centre Drive | ||||||||
San Diego, CA 92121-1968 | ||||||||
Michael Hveem TTEE | 25,888 | Record | 5.32 | % | ||||
Marilyn J. Royce 2002 Trust | ||||||||
8 Sound Shore Drive | ||||||||
Greenwich, CT 06830-7242 | ||||||||
Royce Special Equity Multi-Cap Fund | ||||||||
Service Class | ||||||||
Charles Schwab & Co., Inc. | 1,187,591 | Record | 25.41 | % | ||||
Attn: Mutual Fund Dept. | ||||||||
101 Montgomery Street | ||||||||
San Francisco, CA 94104-4151 | ||||||||
National Financial Services | 1,062,982 | Record | 22.70 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr | ||||||||
Attn: Mutual Fund Dept. | ||||||||
New York, NY 10281 | ||||||||
TD Ameritrade Inc. for the Exclusive | 518,279 | Record | 11.09 | % | ||||
Benefit of our Clients | ||||||||
P.O. Box 2226 | ||||||||
Omaha, NE 68103-2226 | ||||||||
Vincent Meyer | 479,194 | Record | 10.25 | % | ||||
Les Fils Dreyfus & Cie SA | ||||||||
Banquiers Aeschenvorstadt 16 | ||||||||
4002 Basel Switzerland | ||||||||
Pershing LLC | 459,912 | Record | 9.84 | % | ||||
P.O. Box 2052 | ||||||||
Jersey City, NJ 07303-2052 | ||||||||
Royce Special Equity Multi-Cap Fund | ||||||||
Investment Class | ||||||||
National Financial Services | 2,353,797 | Record | 63.49 | % | ||||
FEBO Our Customers | ||||||||
200 Liberty St, 1 World Fin. Ctr | ||||||||
Attn: Mutual Fund Dept., 5th Floor | ||||||||
New York, NY 10281 | ||||||||
Stifel Nicolaus & Co.. Inc. | 288,418 | Record | 7.78 | % | ||||
Exclusive Benefit of Customers | ||||||||
501 N. Broadway | ||||||||
St. Louis, MO 63102-2188 |
B-38
Number | Type of | Percentage of | ||||||
Fund | of Shares | Ownership | Outstanding Shares | |||||
Royce Special Equity Multi-Cap Fund | ||||||||
Institutional Class | ||||||||
NFS LLC FEBO | 1,296,489 | Record | 38.81 | % | ||||
The Northern Trust Company | ||||||||
P.O. Box 92956 | ||||||||
Chicago, IL 60675-0001 | ||||||||
NFS LLC FEBO | 1,567,276 | Record | 46.92 | % | ||||
The Northern Trust Company | ||||||||
P.O. Box 92956 | ||||||||
Chicago, IL 60675-0001 | ||||||||
Mac & Co. | 312,244 | Record | 9.35 | % | ||||
Mutual Fund Operations | ||||||||
P.O. Box 3198 | ||||||||
525 William Penn Place | ||||||||
Pittsburgh, PA 1523-3198 |
B-39
EXHIBIT C |
SHARE OWNERSHIP RANGES IN FUNDS |
BY TRUSTEE NOMINEES |
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Pennsylvania Mutual Fund | Over $100,000 | |||
Royce Premier Fund | Over $100,000 | |||
Royce Low-Priced Stock Fund | $50,000 - $100,000 | |||
Royce Total Return Fund | Over $100,000 | |||
Royce Heritage Fund | Over $100,000 | |||
Royce Opportunity Fund | Over $100,000 | |||
Royce Value Fund | $10,001 - $50,000 | |||
Royce 100 Fund | Over $100,000 | |||
Royce Micro-Cap Discovery Fund | Over $100,000 | |||
Royce Financial Services Fund | Over $100,000 | |||
Royce Dividend Value Fund | Over $100,000 | |||
Royce Select Fund I | Over $100,000 | |||
Royce Select Fund II | Over $100,000 | |||
Royce Global Value Fund | $50,000 - $100,000 | |||
Royce European Smaller-Companies Fund | Over $100,000 | |||
Royce SMid-Cap Value Fund | Over $100,000 | |||
Royce Enterprise Select Fund | Over $100,000 | |||
Royce International Smaller-Companies Fund | Over $100,000 | |||
Royce Partners Fund | Over $100,000 | |||
Royce Global Dividend Value Fund | Over $100,000 | |||
Royce International Premier Fund | Over $100,000 | |||
Royce International Micro-Cap Fund | Over $100,000 | |||
The Royce Funds | Over $100,000 | |||
W. Whitney George | ||||
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Premier Fund | Over $100,000 | |||
Royce Low-Priced Stock Fund | $50,000 - $100,000 | |||
Royce Value Fund | Over $100,000 | |||
Royce Value Plus Fund | Over $100,000 | |||
Royce Focus Value Fund | Over $100,000 | |||
Royce Micro-Cap Fund | Over $100,000 | |||
Royce Global Value Fund | Over $100,000 | |||
Royce SMid-Cap Value Fund | Over $100,000 | |||
Royce Global Select Long/Short Fund | Over $100,000 | |||
The Royce Funds | Over $100,000 | |||
C-1
Patricia W. Chadwick | ||||
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Low-Priced Stock Fund | Over $100,000 | |||
Royce Value Fund | Over $100,000 | |||
Royce 100 Fund | Over $100,000 | |||
Royce Global Value Fund | Over $100,000 | |||
The Royce Funds | Over $100,000 | |||
Richard M. Galkin | ||||
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Premier Fund | Over $100,000 | |||
Royce Total Return Fund | Over $100,000 | |||
Royce Dividend Value Fund | Over $100,000 | |||
Royce 100 Fund | Over $100,000 | |||
The Royce Funds | Over $100,000 | |||
Stephen L. Isaacs | ||||
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Pennsylvania Mutual Fund | $10,001 - $50,000 | |||
Royce Micro-Cap Fund | $10,001 - $50,000 | |||
Royce Premier Fund | $50,001 - $100,000 | |||
Royce Special Equity Fund | $1 - $10,000 | |||
Royce Low-Priced Stock Fund | $1 - $10,000 | |||
Royce Total Return Fund | $1 - $10,000 | |||
Royce Global Value Fund | $10,001 - $50,000 | |||
Royce European Smaller-Companies Fund | $10,001 - $50,000 | |||
Royce Opportunity Fund | $10,001 - $50,000 | |||
Royce Special Equity Multi-Cap Fund | $10,001 - $50,000 | |||
The Royce Funds | Over $100,000 | |||
Arthur S. Mehlman | ||||
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Low-Priced Stock Fund | $10,001 - $50,000 | |||
Royce Total Return Fund | $10,001 - $50,000 | |||
Royce Value Fund | $50,001 - $100,000 | |||
The Royce Funds | Over $100,000 | |||
C-2
David L. Meister | ||||
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Total Return Fund | Over $100,000 | |||
Royce Special Equity Fund | Over $100,000 | |||
Royce Value Plus Fund | $10,001 - $50,000 | |||
Royce Dividend Value Fund | $10,001 - $50,000 | |||
Royce 100 Fund | $10,001 - $50,000 | |||
The Royce Funds | Over $100,000 | |||
G. Peter O’Brien | ||||
Aggregate Dollar Range of | Aggregate Dollar Range of | |||
Fund | Ownership in the Fund | Ownership in The Royce Funds | ||
Royce Premier Fund | Over $100,000 | |||
Royce Low-Priced Stock Fund | Over $100,000 | |||
Royce Total Return Fund | Over $100,000 | |||
Royce Opportunity Fund | Over $100,000 | |||
Royce Special Equity Fund | $50,001 - $100,000 | |||
Royce Select Fund I | $50,001 - $100,000 | |||
Royce Select Fund II | $50,001 - $100,000 | |||
Royce Global Select Long/Short Fund | $50,001 - $100,000 | |||
Royce Special Equity Multi-Cap Fund | $50,001 - $100,000 | |||
The Royce Funds | Over $100,000 |
C-3
Share Ownership by Trustee Nominees and Trust Officers
Information regarding the ownership of Fund shares by the Trustee nominees and Trust officers as of the Record Date is set forth below (if a Trustee nominee or officer is not listed with respect to a Fund, such person does not hold shares of that Fund).
Fund | Name of Beneficial Owner | Class | Shares Beneficially Owned | Percent of Shares Outstanding |
Royce Dividend Value Fund | Charles M. Royce | Investment | 385,530* | 1.76% |
Jack E. Fockler | Investment | 145,318 | 0.66% | |
Lisa Curcio | Investment | 14,716 | 0.07% | |
Charles M. Royce | Service | 41,299 | 0.10% | |
Richard M. Galkin | Service | 24,060 | 0.06% | |
David L. Meister | Service | 2,049 | 0.01% | |
John D. Diederich | Service | 38,625 | 0.09% | |
Royce Enterprise Select Fund | Charles M. Royce | Investment | 84,627* | 48.62% |
Royce European Smaller-Companies Fund | Charles M. Royce | Service | 111,565 | 6.61% |
Royce Financial Services Fund | Charles M. Royce | Service | 198,434*,** | 5.52% |
Royce Focus Value Fund | W. Whitney George | Service | 261,015 | 40.38% |
Jack E. Fockler | Service | 56,516 | 8.74% | |
John E. Denneen | Service | 2,715 | 0.42% | |
Royce Global Dividend Value Fund | Charles M. Royce | Service | 106,132* | 13.67% |
Royce Global Select Long/Short Fund | G. Peter O’Brien | Investment | 6,246 | 0.91% |
Jack E. Fockler | Investment | 62,046 | 9.07% | |
W. Whitney George | Investment | 100,263 | 14.65% | |
Royce Global Value Fund | W. Whitney George | Investment | 166,802 | 1.26% |
John E. Denneen | Investment | 9,052 | 0.07% | |
Charles M. Royce | Service | 105 | 0.00% |
C-4
Fund | Name of Beneficial Owner | Class | Shares Beneficially Owned | Percent of Shares Outstanding |
W. Whitney George | Service | 30,395 | 0.59% | |
Patricia W. Chadwick | Service | 8,909 | 0.17% | |
Stephen L. Isaacs | Service | 1,855 | 0.04% | |
John D. Diederich | Service | 4,353 | 0.09% | |
Jack E. Fockler | Service | 40,381 | 0.79% | |
John E. Denneen | Service | 5,670 | 0.11% | |
Charles M. Royce | K | 4,296 | 100% | |
Charles M. Royce | R | 4,290 | 44.15% | |
Royce Heritage Fund | Charles M. Royce | Investment | 194,703* | 5.29% |
Daniel A. O’Byrne | Service | 37,452 | 0.29% | |
John E. Denneen | Service | 124 | 0.00% | |
Royce International Premier Fund | Charles M. Royce | Service | 84,670* | 12.63% |
Royce International Micro-Cap Fund | Charles M. Royce | Service | 78,792* | 16.20% |
Royce International Smaller-Companies Fund | Charles M. Royce | Service | 242,937* | 8.54% |
Jack E. Fockler | Service | 46,535 | 1.64% | |
Royce Low-Priced Stock Fund | Charles M. Royce | Institutional | 5,363 | 0.01% |
W. Whitney George | Investment | 133,860 | 1.43% | |
Patricia W. Chadwick | Investment | 12,323 | 0.13% | |
Stephen L. Isaacs | Service | 181 | 0.00% | |
Arthur S. Mehlman | Service | 2,559 | 0.00% | |
G. Peter O’Brien | Service | 11,556 | 0.01% | |
Royce Micro-Cap Discovery Fund | Charles M. Royce | Service | 257,867* | 29.15% |
Daniel A. O’Byrne | Service | 25,431 | 2.87% | |
Royce Micro-Cap Fund | Stephen L. Isaacs | Investment | 2,079 | 0.01% |
C-5
Fund | Name of Beneficial Owner | Class | Shares Beneficially Owned | Percent of Shares Outstanding |
W. Whitney George | Investment | 56,295 | 0.13% | |
Jack E. Fockler | Investment | 3,881 | 0.01% | |
Daniel A. O’Byrne | Investment | 13,793 | 0.03% | |
John E. Denneen | Investment | 1,626 | 0.00% | |
Royce Opportunity Fund | Stephen L. Isaacs | Investment | 965 | 0.00% |
G. Peter O’Brien | Investment | 23,412 | 0.03% | |
Daniel A. O’Byrne | Investment | 16,295 | 0.02% | |
John E. Denneen | Investment | 127 | 0.00% | |
Charles M. Royce | Institutional | 45,937 | 0.08% | |
Daniel A. O’Byrne | Institutional | 9,337 | 0.02% | |
John E. Denneen | Institutional | 11,974 | 0.02% | |
Lisa Curcio | Institutional | 4,263 | 0.01% | |
Royce Partners Fund | Charles M. Royce | Service | 102,768* | 57.60% |
Royce Pennsylvania Mutual Fund | Charles M. Royce | Investment | 193,878** | 0.06% |
Stephen L. Isaacs | Investment | 2,069 | 0.00% | |
Charles M. Royce | Service | 12,736* | 0.03% | |
Royce Premier Fund | Charles M. Royce | Investment | 78,768** | 0.03% |
Richard M. Galkin | Investment | 1,743 | 0.00% | |
Stephen L. Isaacs | Investment | 1,906 | 0.00% | |
G. Peter O’Brien | Investment | 5,876 | 0.00% | |
W. Whitney George | Investment | 68,985 | 0.03% | |
John E. Denneen | Investment | 6,412 | 0.00% | |
Daniel A. O’Byrne | Investment | 2,259 | 0.00% | |
Daniel A. O’Byrne | Institutional | 15,338 | 0.04% | |
Royce Select Fund I | G. Peter O’Brien | Investment | 4,481 | 0.19% |
C-6
Fund | Name of Beneficial Owner | Class | Shares Beneficially Owned | Percent of Shares Outstanding |
Charles M. Royce | Investment | 8,499** | 0.36% | |
Royce Select Fund II | G. Peter O’Brien | Investment | 7,451 | 1.93% |
Charles M. Royce | Investment | 109,247* | 28.26% | |
Royce SMid-Cap Value Fund | Charles M. Royce | Service | 100,609* | 11.62% |
W. Whitney George | Service | 173,163 | 19.99% | |
John E. Denneen | Service | 7,744 | 0.89% | |
Royce Special Equity Fund | Stephen L. Isaacs | Investment | 106 | 0.00% |
David L. Meister | Investment | 5,470 | 0.00% | |
G. Peter O’Brien | Investment | 6,955 | 0.00% | |
John D. Diederich | Investment | 16,100 | 0.02% | |
John E. Denneen | Investment | 4,246 | 0.00% | |
John E. Denneen | Institutional | 1,842 | 0.01% | |
Lisa Curcio | Institutional | 5,133 | 0.02% | |
Royce Special Equity Multi-Cap Fund | Jack E. Fockler | Investment | 79,388 | 2.14% |
John E. Denneen | Investment | 17,028 | 0.46% | |
Stephen L. Isaacs | Service | 12,954 | 0.28% | |
G. Peter O’Brien | Service | 10,739 | 0.23% | |
John E. Denneen | Service | 26 | 0.00% | |
Royce Total Return Fund | Charles M. Royce | Investment | 188,571* | 0.09% |
Richard M. Galkin | Investment | 13,233 | 0.01% | |
Stephen L. Isaacs | Investment | 438 | 0.00% | |
Arthur S. Mehlman | Investment | 3,370 | 0.00% | |
David L. Meister | Investment | 7,898 | 0.00% | |
G. Peter O’Brien | Investment | 30,496 | 0.01% | |
Charles M. Royce | Institutional | 46,934 | 0.14% |
C-7
Fund | Name of Beneficial Owner | Class | Shares Beneficially Owned | Percent of Shares Outstanding |
Daniel A. O’Byrne | Institutional | 8,016 | 0.02% | |
Royce Value Fund | Patricia W. Chadwick | Investment | 10,421 | 0.07% |
W. Whitney George | Investment | 77,233 | 0.53% | |
Jack E. Fockler | Investment | 85,229 | 0.59% | |
Charles M. Royce | Institutional | 3,338 | 0.02% | |
W. Whitney George | Institutional | 58,245 | 0.35% | |
John D. Diederich | Institutional | 10,841 | 0.06% | |
Arthur S. Mehlman | Service | 4,638 | 0.01% | |
John D. Diederich | Service | 51,357 | 0.09% | |
Royce Value Plus Fund | David L. Meister | Service | 835 | 0.00% |
W. Whitney George | Institutional | 35,599 | 0.29% | |
John D. Diederich | Institutional | 4,351 | 0.04% | |
John E. Denneen | Institutional | 2,666 | 0.02% | |
Royce 100 Fund | Charles M. Royce | Investment | 253,657* | 4.54% |
Patricia W. Chadwick | Investment | 13,521 | 0.24% | |
John D. Diederich | Investment | 29,614 | 0.53% | |
Jack E. Fockler | Investment | 59,287 | 1.06% | |
Richard M. Galkin | Service | 20,303 | 0.09% | |
David L. Meister | Service | 1,732 | 0.01% | |
Charles M. Royce | R | 11,425* | 5.75% |
* | Includes shares held by Royce Family Investments, LLC, a Royce family investment entity. | ||
** | Excludes shares held by the Royce Family Fund, Inc., a charitable organization. |
C-8
As of the Record Date, the trustees and officers of the Trust (13 individuals) owned, in the aggregate, the percentage specified below with respect to each class of shares of each Fund. For any share class of any Fund not listed below, the trustees and officers of the Trust owned, in the aggregate, less than 1% of the outstanding shares of such class of such Fund as of the Record Date.
Fund | Class | Percentage of Outstanding Shares Owned by Trustees and Officers |
Royce Low-Priced Stock Fund | Investment | 1.56% |
Royce Heritage Fund | Investment | 5.29% |
Royce Value Fund | Investment | 1.19% |
Royce 100 Fund | Investment | 6.37% |
R | 5.75% | |
Royce Dividend Value Fund | Investment | 2.49% |
Royce Global Value Fund | Investment | 1.33% |
Service | 1.79% | |
R | 44.15% | |
K | 100% | |
Royce International Smaller-Companies Fund | Service | 10.18% |
Royce Select Fund II | Investment | 30.19% |
Royce Global Select Long/Short Fund | Investment | 24.63% |
Royce Enterprise Select Fund | Investment | 48.62% |
Royce Micro-Cap Discovery Fund | Service | 32.02% |
Royce Financial Services Fund | Service | 5.52% |
Royce SMid-Cap Value Fund | Service | 32.50% |
Royce Focus Value Fund | Service | 49.54% |
Royce Partners Fund | Service | 57.60% |
Royce Special Equity Multi-Cap Fund | Investment | 2.60% |
Royce European Smaller-Companies Fund | Service | 6.61% |
Royce Global Dividend Value Fund | Service | 13.67% |
Royce International Micro-Cap Fund | Service | 16.20% |
Royce International Premier Fund | Service | 12.63% |
C-9
EXHIBIT D
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS/TRUSTEES
FOR THE ROYCE FUNDS LISTED IN APPENDIX A HERETO
I. | Composition of the Audit Committee | ||||
The Audit Committee shall be composed of at least three Directors/Trustees, each of whom: | |||||
(a) | shall not be an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); | ||||
(b) | shall not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Fund (other than fees for serving on the Board of Directors/Trustees or any committee thereof); and | ||||
(c) | shall be financially literate at the time of his or her appointment to the Audit Committee, as such qualification is interpreted by the Board of Directors/Trustees in its business judgment, or shall become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. | ||||
In the event Fund shares are or become listed on a national securities exchange or are or become quoted on a national market quotation system, the additional qualification requirements set forth below also shall apply: | |||||
(d) | each Director/Trustee who is a member of the Audit Committee shall satisfy the applicable independence requirements for any such national securities exchange or national market quotation system; and | ||||
(e) | at least one Director/Trustee who is a member of the Audit Committee shall have accounting or related financial management expertise as the Board of Directors/Trustees interprets such qualification in its business judgment. | ||||
The Board of Directors/Trustees shall determine annually: (i) whether at least one of the members of the Audit Committee is an “audit committee financial expert,” as defined in rules of the Securities and Exchange Commission and (ii) whether simultaneous service on more than three public company audit committees by a member of the Audit Committee would not impair the ability of such member to serve on the Audit Committee. | |||||
II. | Purposes of the Audit Committee | ||||
The Audit Committee shall be responsible for: | |||||
(1) | assisting Board oversight of the | ||||
(a) | integrity of the Fund’s financial statements; | ||||
(b) | independent accountants’ qualifications and independence; and | ||||
(c) | performance of the Fund’s independent accountants; and | ||||
(2) | preparation, or overseeing the preparation of, any audit committee report required by rules of the Securities and Exchange Commission to be included in the Fund’s proxy statement for its annual meeting of stockholders. | ||||
III. | Responsibilities and Duties of the Audit Committee | ||||
The Fund’s independent accountants shall report directly to the Audit Committee. |
D-1
As may be necessary or appropriate to carry out its purposes, or to comply with applicable law or the requirements of any securities exchange or market quotation system on which Fund shares are or may become listed or quoted, the Audit Committee shall have the following responsibilities and duties: | |||
(a) | the appointment, compensation, retention and oversight of the work of the Fund’s independent accountants, including the resolution of disagreements between management and the independent accountants regarding financial reporting; | ||
(b) | to (i) select an accounting firm to (1) serve as the Fund’s independent accountants, (2) audit the Fund’s financial statements on an annual basis, and (3) provide an opinion on an annual basis with respect to the Fund’s financial statements, and (ii) recommend that the members of the Board of Directors/Trustees who are not “interested persons” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, ratify such selection; | ||
(c) | to pre-approve (i) all audit and permissible non-audit services to be provided to the Fund by the Fund’s independent accountants and (ii) all permissible non-audit services to be provided by the Fund’s independent accountants to the Fund’s Investment Adviser or any entity controlling, controlled by, or under common control with the Investment Adviser (“Adviser Affiliate”) that provides ongoing services to the Fund, if the engagement by the Adviser Affiliate relates directly to the operations and financial reporting of the Fund; | ||
(d) | if determined to be advisable, to develop policies and procedures for pre-approval of the engagement of the Fund’s independent accountants to provide any of the audit or non-audit services described in Section III(c) above; | ||
(e) | to consider whether each non-audit service provided by the Fund’s independent accountants to the Fund and to the Fund’s Investment Adviser or any Adviser Affiliate that provides ongoing services to the Fund is compatible with maintaining the independence of such independent accountants; | ||
(f) | to ensure that the Fund’s independent accountants submit on a periodic basis to the Audit Committee a formal written statement delineating all relationships between such independent accountants and the Fund, consistent with Independence Standards Board Standard No. 1, and to actively engage in a dialogue with, and receive and consider specific representations from, the Fund’s independent accountants with respect to any disclosed relationships or services that may affect the objectivity and independence of such independent accountants; | ||
(g) | to review the arrangements for annual and special audits and the scope of such audits with the Fund’s independent accountants; | ||
(h) | to meet to review and discuss the Fund’s audited financial statements and, to the extent required by applicable law or regulations, the Fund’s semi-annual financial statements with Fund management and the Fund’s independent accountants, including the Fund’s disclosure of management’s discussion of Fund performance; | ||
(i) | to review with the Fund’s independent accountants any audit problems or difficulties the accountants may have encountered during or relating to the conduct of the audit, including any matters required to be discussed pursuant to rules of The Public Company Accounting Oversight Board and other relevant regulatory and professional organizations, and management’s response; | ||
(j) | to establish and administer policies and procedures relating to the hiring by the Fund, its Investment Adviser, or any administrator that is an Adviser Affiliate of employees or former employees of the Fund’s independent accountants; |
D-2
(k) | to consider information and comments from the Fund’s independent accountants with respect to the Fund’s accounting and financial reporting policies, procedures and internal control over financial reporting (including the Fund’s critical accounting policies and practices) and management’s responses to any such comments; | ||
(l) | to request, receive and/or review from the Fund’s independent accountants such other materials as may be deemed necessary or advisable in the discretion of the Committee in the exercise of its duties under this Charter; such materials may (but are not required to) include, without limitation, any other material written communications relating to the Fund’s financial statements, or internal or disclosure controls, between the independent accountants and the Fund, the Investment Adviser, the Fund’s sub-adviser(s), if any, or other Fund service providers, such as any management letter or schedule of unadjusted differences; | ||
(m) | at least annually, to obtain and review a report by the Fund’s independent accountants describing: (i) such independent accountants’ internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of such independent accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by such firm, and any steps taken to deal with any such issues; and (iii) all relationships between the Fund’s independent accountants and the Fund, the Investment Adviser, Adviser Affiliates and members of the management of such entities (to assess the independence of the Fund’s independent accountants); | ||
(n) | to establish procedures for: (i) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission of concerns by employees of the Fund’s Investment Adviser, manager, administrator, principal underwriter, or any other provider of accounting related services for the Fund regarding questionable accounting or auditing matters; | ||
(o) | to address reports received from attorneys in accordance with procedures adopted by the Fund’s Investment Adviser relating to the possible violation of federal or state law or fiduciary duty; | ||
(p) | to discuss with Fund management and the Fund’s independent accountants policies with respect to risk assessment and risk management; and | ||
(q) | to perform such other functions and to have such other powers consistent with this Charter, the Fund’s Articles of Incorporation or Declaration of Trust, as amended and supplemented, the Fund’s By-laws, as amended, and applicable law, as the Audit Committee or the Board deems necessary or appropriate. |
The Audit Committee may delegate any portion of its authority, including the authority to grant preapprovals of audit related services and permitted non-audit services, to a subcommittee of one or more members of the Audit Committee pursuant to preapproval policies and procedures established by the Audit Committee; provided, however, that the Audit Committee may not delegate preapproval of the audit required by the Securities Exchange Act of 1934. Any decision of such subcommittee of the Audit Committee to grant preapprovals shall be presented to the full Audit Committee at its next regularly scheduled meeting.
The function of the Audit Committee is oversight; it is the responsibility of Fund management to maintain appropriate systems for accounting and internal control over financial reporting, and the responsibility of the Fund’s independent accountants to plan and carry out a proper audit. Specifically, Fund management is responsible for: (1) the preparation, presentation and integrity of the Fund’s financial statements; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations. The Fund’s independent accountants are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Fund’s service providers, including the Fund’s independent accountants.
D-3
Although the Audit Committee is expected to review appropriately the matters that come before it, such review of a Fund’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Fund’s management for preparing, or the Fund’s independent accountants for auditing, the financial statements. Members of the Audit Committee are not employees of the Fund and, in serving on the Audit Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures.
In discharging their duties, the members of the Audit Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Fund whom the Board reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Board reasonably believes are within the person’s professional or expert competence; or (3) a committee of the Board.
IV. Meetings
The Audit Committee shall meet on a regular basis but no less frequently than annually. The Audit Committee periodically shall meet separately with the Fund’s independent accountants, Fund management, and representatives of Fund management responsible for the financial and accounting operations of the Fund. The Audit Committee may hold special meetings at such times as the Audit Committee believes necessary or appropriate. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in such meeting can hear each other.
V. Assistance from Fund Management; Authority to Engage Advisers; Funding
The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Audit Committee may request. The Audit Committee shall have the power and authority to take all action it believes necessary or appropriate to discharge its responsibilities, including the power and authority to retain independent counsel and other advisers. The Fund shall provide for appropriate funding, as determined by the Audit Committee as a committee of the Board, for payment of: (i) compensation to the Fund’s independent accountants or any other accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Fund, (ii) compensation to any advisers employed by the Audit Committee under this Section V, and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its responsibilities.
VI. Reporting
The Chairman of the Audit Committee shall report to the Board on the results of its deliberations and make such recommendations as deemed necessary or appropriate.
VII. Amendments
This Charter may be amended or modified from time to time by vote of the Board.
Dated: April 11, 2000, as revised through February 16, 2011
Appendix A to Exhibit D
Royce Capital Fund
Royce Focus Trust, Inc.
Royce Global Value Trust, Inc.
Royce Micro-Cap Trust, Inc.
Royce Value Trust, Inc.
The Royce Fund
D-4
EXHIBIT E
CHARTER OF THE NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS/TRUSTEES FOR
THE ROYCE FUNDS LISTED IN APPENDIX A HERETO
ORGANIZATION
The Nominating Committee (the “Committee”) of the Board of Directors/Trustees for the registered investment companies (each, a “Fund”) listed on Exhibit A attached hereto shall be composed solely of Directors/Trustees who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), and who are “independent” as defined in the applicable listing standards of the national securities exchange or national market quotation system (each, an “Exchange”) on which a Fund is listed or quoted (the “Independent Directors”). The Board of Directors/Trustees of the Fund (the “Board”) shall appoint the members of the Committee (which may or may not be all of the Independent Directors) and shall designate the Chairman of the Committee. The Committee shall have authority to retain its own counsel and other advisers the Committee deems appropriate and shall have the sole authority to approve the compensation and other terms of their retention.
RESPONSIBILITIES
The Committee shall identify individuals qualified to serve as Independent Directors of the Fund and shall recommend its nominees for consideration by the full Board.
IDENTIFICATION AND EVALUATION OF POTENTIAL NOMINEES
In identifying and evaluating a person as a potential nominee to serve as an Independent Director of the Fund, the Committee should consider among other factors it may deem relevant:
• | the contribution which the person can make to the Board, with consideration being 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; | ||
• | the character and integrity of the person; | ||
• | whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Fund; | ||
• | whether or not the person has any relationships that might impair his independence, such as any business, financial or family relationships with Fund management, the investment adviser of the Fund, Fund service providers or their affiliates; | ||
• | whether or not the person is financially literate pursuant to the applicable Exchange’s audit committee membership standards; | ||
• | whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; | ||
• | whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of a Director of the Fund; | ||
• | whether or not the selection and nomination of the person would be in the best interest of the Fund in light of the requirements of the Fund’s retirement policies. |
E-1
While the Committee is solely responsible for the selection and nomination of the Fund’s Independent Directors, the Committee shall review and consider nominations for the office of Director made by management and by Fund stockholders as it deems appropriate. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which include biographical information and set forth the qualifications of the proposed nominee.
QUORUM
A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Committee present at any meeting at which there is quorum shall be the act of the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and nominated as an Independent Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration and, if necessary, to the Independent Directors.
MEETINGS
The Committee may meet either on its own or in conjunction with meetings of the Board. Meetings of the Committee may be held in person, by video conference or by conference telephone. The Committee may take action by unanimous written consent in lieu of a meeting.
Adopted: February 10, 2004
Revised through February 16, 2011
Appendix A to Exhibit E
Royce Capital Fund
Royce Focus Trust, Inc.
Royce Global Value Trust, Inc.
Royce Micro-Cap Trust, Inc.
Royce Value Trust, Inc.
The Royce Fund
E-2
PROXY TABULATOR | ||
P.O. BOX 9112 | To vote by Internet | |
FARMINGDALE, NY 11735 | ||
1) Read the Proxy Statement and have the proxy card below at hand. | ||
2) Go to website www.proxyvote.com | ||
3) Follow the instructions provided on the website. | ||
To vote by Telephone | ||
1) Read the Proxy Statement and have the proxy card below at hand. | ||
2) Call 1-800-690-6903 | ||
3) Follow the instructions. | ||
To vote by Mail | ||
1) Read the Proxy Statement. | ||
2) Check the appropriate boxes on the proxy card below. | ||
3) Sign and date the proxy card. | ||
4) Return the proxy card in the envelope provided. | ||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
M61847-P42531 | KEEP THIS PORTION FOR YOUR RECORDS | |||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
For | Withhold | For All | (To withhold authority to vote for a specific Trustee nominee, mark “For All Except” and write the nominee’s number on the line below.) | |||||||||||
All | All | Except | ||||||||||||
1. | PROPOSAL TO ELECT THE TRUSTEE NOMINEES OF THE ROYCE FUND | |||||||||||||
01) Charles M. Royce | 05) Stephen L. Isaacs | |||||||||||||
02) W. Whitney George | 06) Arthur S. Mehlman | [ ] | [ ] | [ ] | ||||||||||
03) Patricia W. Chadwick | 07) David L. Meister | |||||||||||||
04) Richard M. Galkin | 08) G. Peter O’Brien | |||||||||||||
2. | THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING. | |||||||||||||
Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope | ||||||||||||||
Mark box at right if an address change or comment has been noted on the reverse side of this card. | [ ] | |||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | ||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature [Joint Owners] | Date | |||
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.
M61848-P42531 |
PROXY CARD | ||||||||
PROXY | PROXY | |||||||
THE ROYCE FUND | ||||||||
745 Fifth Avenue | ||||||||
New York, New York 10151 | ||||||||
This Proxy is Solicited on Behalf of the Board of Trustees of The Royce Fund | ||||||||
The undersigned hereby appoints Charles M. Royce and John E. Denneen or either of them, acting in absence of the other, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of The Royce Fund held of record by the undersigned on July 19, 2013 at the Special Meeting of Shareholders of The Royce Fund to be held on September 26, 2013, and at any adjournment thereof. | ||||||||
This Proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR Proposal 1. | ||||||||
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. | ||||||||
Address Changes/Comments: | ||||||||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) |