As filed with the Securities and Exchange Commission on July 15, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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The Royce Fund Announces Four of its Series Approve New Investment Advisory Agreements
at Special Meeting of Shareholders and Adjournment of Meeting for Remaining Series
NEW YORK – July 14, 2020 – The Royce Fund (the “Trust”) today announced that: (i) the shareholders of four of its series (each, an “Approving Fund”) voted to approve a new investment advisory agreement with the Trust’s investment manager, Royce Investment Partners (“Royce”)1, at its Special Meeting of Shareholders (the “Meeting”) and (ii) the Meeting would be adjourned with respect to the remaining series of the Trust (each, an “Adjourning Fund”) to a later date and time as described in this press release in order to permit the solicitation of additional shareholder votes.
The Approving Funds comprise Royce Dividend Value Fund, Royce Global Financial Services Fund, Royce Opportunity Fund, and Royce Premier Fund. Each new investment advisory agreement will become effective upon completion of Franklin Resources, Inc.’s acquisition of Legg Mason Inc., Royce’s indirect parent company. There will be no increase in the contractual investment advisory fee rate for any Approving Fund as a result of the implementation of the new agreement. In addition, implementation of the new agreement will not result in any changes to any Approving Fund’s portfolio management personnel, investment objective, principal investment strategy, or investment restrictions
The Adjourning Funds comprise Royce International Premier Fund, Royce Micro-Cap Fund, Royce Pennsylvania Mutual Fund, Royce Small-Cap Value Fund, Royce Smaller-Companies Growth Fund, Royce Special Equity Fund, and Royce Total Return Fund. The Meeting with respect to the Adjourned Funds has been adjourned and will now take place on Thursday, July 30, 2020 at 1:00 p.m. Eastern Time. The Meeting will remain in a virtual format and will be held at the following website: http://www.meetingcenter.io/224942552. To participate in the Meeting, Adjourning Fund shareholders must enter the following password: TRF2020. Shareholders of the Adjourning Funds must also enter the control number that appears on the proxy card that they previously received from the Trust.
The website for the Meeting will be accessible to Adjourning Fund shareholders beginning at approximately 1:00 p.m. Eastern Time on July 29, 2020. Shareholders are encouraged to access the website at this time and prior to the start of the Meeting to allow ample time to log into the Meeting webcast and test the computer system, and, if planning to vote at the Meeting, to vote in accordance with the instructions set forth on the Meeting website.
Adjourning Fund shareholders who hold shares through an intermediary, such as a bank or broker, must register in advance to attend the Meeting. To register, shareholders must submit proof of their proxy power (legal proxy) reflecting their Fund holdings, along with their name and email address to Computershare Fund Services (“Computershare”). Shareholders may forward an email from their intermediary or send an image of their legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 9:00 a.m. Eastern Time on July 27, 2020. Shareholders will receive a confirmation email from Computershare of the shareholder’s registration and a control number that will allow the shareholder to vote at the Meeting.
Adjourning Fund shareholders are not required to attend the Meeting to vote on the relevant proposal. Whether or not shareholders plan to attend the Meeting, each Adjourning Fund urges shareholders to authorize a proxy to vote their shares in advance of the Meeting by one of the methods described in the Proxy Statement.
1Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners.
As described in the Trust’s proxy statement dated May 11, 2020 and in supplemental proxy materials previously distributed, the Board of Trustees of the Trust has fixed the close of business on May 1, 2020 as the record date for determining those shareholders entitled to vote at the Meeting (or any postponement or adjournment thereof).
The Trust previously filed its Proxy Statement with the Securities and Exchange Commission (the “SEC”) in connection with the Meeting. Adjourning Fund shareholders are advised to read the Proxy Statement in full because it contains important information. The Proxy Statement is available on the Internet at https://www.proxy-direct.com/roy-31317. The proxy card included with the proxy materials that were previously distributed to shareholders will not be updated to reflect the change in date, time, and location but may continue to be used by shareholders to vote their shares in connection with the Meeting. The Proxy Statement and other documents filed by the Trust are also available for free on the SEC’s website at http://www.sec.gov.
If you have any questions about voting or accessing the Meeting website, please call Computershare toll-free at 1-866-209-8568.
For further information on The Royce Funds℠, please visit our web site at: www.royceinvest.com.
Forward Looking Statement
This press release is not an offer to purchase nor a solicitation of an offer to sell shares of any Approving Fund or any Adjourning Fund. This letter may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking and can sometimes be identified by the use of words such as “plan,” “expect,” “will,” “should,” “could,” “anticipate,” “intend,” “project,” “estimate,” “guidance,” “possible,” “continue” and other similar terms and phrases, although not all forward-looking statements include these words. Such forward-looking statements are based on the current plans and expectations of each Approving Fund and each Adjourning Fund, and are subject to risks and uncertainties that could cause actual results, performance and events to differ materially from those described in the forward-looking statements. Additionally, past performance is no guarantee of future results. Additional information concerning such risks and uncertainties are or will be contained in the Trust’s filings with the SEC, including the Annual Report to Shareholders of the Approving Funds and the Adjourning Funds on Form N-CSR, for the year ended December 31, 2019, and subsequent filings with the SEC. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The Trust undertakes no responsibility to update publicly or revise any forward-looking statement.
Media Contact
John Davis, Director of Communications and Marketing
(212) 508-4594
