Mr. Clark is an investment advisory agreement“interested person” of an investment companythe Fund within the meaning of Section 2(a)(19) of the Investment Company Act due to provide for its automatic termination in the eventposition he holds with Royce. There are no family relationships between any of its “assignment” (asthe Fund’s Directors and officers.

Non-Interested Directors

Certain biographical and other information concerning the existing Directors, including both Director nominees, who are not “interested persons,” as defined in the 1940 Act). A saleInvestment Company Act, of the Fund, including their current designated classes, is set forth below.

The Independent Directors have adopted a controlling blockretirement policy that calls for the retirement of an investment adviser’s “voting securities” (as definedeach Independent Director from the Board on December 31 of the year in which he or she reaches the age of 79, subject to extension in the 1940 Act) generally is deemed to result in an assignment of such investment adviser’s investment advisory agreements for purposesdiscretion of the 1940 Act. The consummationBoard. 

Additional information about each Director follows (supplementing the information provided in the tables above) that describes some of the transaction described below will constitute a sale of a controlling block of voting securities of Roycespecific experiences, qualifications, attributes or skills that will result ineach Director possesses, which the automatic termination of the current investment advisory agreement between the Fund and Royce (the “Current Agreement”).

If the Fund’s stockholders approve the New Agreement prior to the consummation of the transaction, the New Agreement will become effective upon the consummation of the transaction. In the event that the transaction is not consummated, Royce will continue to serve as investment adviser to the Fund pursuant to the terms of the Current Agreement.

There will be no increase in the contractual investment advisory fee rate for the Fund as a result of the implementation of the New Agreement. The transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by Royce to the Fund.

Description of the Transaction

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

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

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

Information Concerning Royce, Legg Mason, and Franklin Templeton

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

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

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

Impact of Transaction on Services Provided to the Fund

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

Information About the Current Agreement

Royce has served as the Fund’s investment adviser since its inception and has managed the investment policies and made investment decisions for the Fund pursuant to the Current Agreement.Appendix B to this Proxy Statement contains certain information relating to the Current Agreement for the Fund, including:Directors.

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

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

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

financial sector.

Under the New Agreement (as is the case under the Current Agreement), the Fund:

Under

The Board believes that each Director’s experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the New Agreement (as is the case under the Current Agreement), Royce shall not be liableperspective such Director brings to the entire Board, with no single Director, or particular factor, being indicative of Board effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund for any action taken or omittedmanagement, service providers and counsel, in order to be taken by Royce in connection with the performance of any of its duties or obligations thereunder or otherwise as an investment adviser to the Fund, and the Fund shall indemnify Royce and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by Royce in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by Royce in connection with the performance of any of its duties or obligations thereunder or otherwise as an investment adviser to the Fund. Notwithstanding the immediately preceding sentence to the contrary, nothing contained in the New Agreement (or the Current Agreement) shall protect or be deemed to protect Royce against or entitle or be deemed to entitle Royce to indemnification in respect of, any liability to the Fund or its security holders to which Royce would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligenceexercise effective business judgment in the performance of its dutiestheir duties; the Board believes that their members satisfy this standard. Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or by reasonpractice, public service or academic positions; experience from service as a board member (including the Board) or as an executive of its reckless disregard of its duties and obligations under the New Agreement (or the Current Agreement).

Determinations of whether and the extent to which Royce is entitled to indemnification under the New Agreement (or the Current Agreement) shall be made by reasonable and fair means, including (i) a final decision on the merits by a courtinvestment funds, public companies or significant private or non-profit entities or other body before whom the action, suit organizations; and/or other proceeding was brought that Royce was not liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties, or (ii) inlife experiences. The charter for the absence of such a decision, a reasonable determination, based upon a review of the facts, that Royce was not liable by reason of such misconduct by (a) the vote of a majority of a quorum of the Independent Directors who are not parties to the action, suit orBoard’s Nominating Committee contains certain other proceeding, or (b) an independent legal counsel in a written opinion.

Possible Interim Investment Advisory Agreement

If the Fund’s stockholders do not approve the New Agreement and the Transaction is completed, an interim investment advisory agreement between Royce and the Fund (the “Interim Agreement”) will take effect upon the closing of the Transaction. The Interim Agreement, which has been approvedspecific factors considered by the Board, will allow Royce to continue providing services to the Fund while stockholder approval of the New Agreement continues to be sought.

The terms of the Interim Agreement are identical to those of the Current Agreement, except for the termNominating Committee in identifying and escrow provisionsselecting Director candidates (as described below. The Interim Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the "150-day period") or when the Fund's stockholders approve the New Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by Royce under the Interim Agreement will be held in an interest-bearing escrow account. If the Fund's stockholders approve the New Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Agreement will be paid to Royce. If the Fund's stockholders do not approve the New Agreement prior to the end of the 150-day period, the Board will consider what further action to take consistent with its duties under applicable law, and Royce will be paid the lesser of its costs incurred in performing its services under the Interim Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Board would either negotiate a new investment advisory agreement with an advisory organization selected by the Board or make other appropriate arrangements.

Board Evaluation

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

To assist them in evaluating matters under federal and state law, the Board in its consideration of the New Agreement, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization. Franklin Templeton and Legg Mason also provided materials and information about the Transaction. The Independent Directors throughare counseled by their own independent legal counsel, who participates in Board meetings and interacts with Royce, and also requestedmay benefit from information provided by Royce’s internal counsel; both the Board’s and received additional information from Franklin TempletonRoyce’s internal counsel have significant experience advising funds and Legg Mason in connection withfund board members. The Board and its committees have the Independent Directors' considerationability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.

Board Composition and Leadership Structure

The Investment Company Act requires that at least 40% of the New Agreement. The additional information was provided in advance of the April Board Meeting. After the presentations and after reviewing the written materials provided, the IndependentFund’s Directors met in executive session with their counsel to consider the New Agreement.

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

Among other things, the Directors considered:

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

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

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

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

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

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

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

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

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

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

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

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

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

(xiv) that the Current Agreement was considered and approved on June 5, 2019;

(xv) that the Fund will not bear the costs of obtaining stockholder approval of the New Agreement, including the legal costs associated with the proxy solicitation, regardless of whether the Transaction is consummated; and

(xvi) that under the Transaction Agreement, Franklin Templeton acknowledged that Legg Mason had entered into such Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton agreed to use reasonable best efforts to conduct its business so that (a) for a period of not less than three years after the closing of the Transaction, no more than 25% of the Directors shall be “interested persons” (as defined in the 1940Investment Company Act) of the Fund and as such are not affiliated with Royce and (b) for(“Independent Directors”). To rely on certain exemptive rules under the Investment Company Act, a period of not less than two years after the closingmajority of the Transaction, neither Franklin Templeton nor anyFund’s Directors must be Independent Directors, and for certain important matters, such as the approval of itsinvestment advisory agreements or transactions with affiliates, shall impose an “unfair burden” (within the meaningInvestment Company Act or the rules thereunder require the approval of a majority of the 1940 Act, including any interpretations or no-action lettersIndependent Directors. Currently, more than 85% of the Securities and Exchange Commission) onFund’s Directors are Independent Directors. The Board does not have a chairman, but the President, an interested person of the Fund, acts as chairman at the Board meetings. The Independent Directors have not designated a resultlead Independent Director, but the Chairman of the transactions contemplated by the Transaction AgreementAudit Committee, Mr. Mehlman, generally acts as chairman of meetings or any express or implied terms, conditions, or understandings applicable thereto.

Certain of these considerations are discussed in more detail below.

In their deliberations, the Directors considered information received in connection with the most recent approval or continuationexecutive sessions of the Current Agreement in addition to information provided by Franklin TempletonIndependent Directors and, Legg Mason in connection with their evaluationwhen appropriate, represents the views of the terms and conditionsIndependent Directors to management. The Board has determined that its leadership structure is appropriate in light of the New Agreement. The Board also took into account information furnished throughout the year at regular Board meetings, including reports on investment performance, stockholder services regulatory compliance, cybersecurity risk, allocation of brokerage commissions, “soft dollar” research services received by Royce, and other direct and indirect benefits tothat Royce and its affiliates from their relationship with the Fund. The Directors did not identify any particular information that was all-important or controlling, and each Director may have attributed different weightsprovide to the various factors.Fund and potential conflicts of interest that could arise from these relationships.

Audit Committee Report

The Board has a standing Audit Committee (the “Audit Committee”), which consists of the Independent Directors who also are “independent” as defined in the listing standards of the New York Stock Exchange. The current members of the Audit Committee are Patricia W. Chadwick, Christopher C. Grisanti, Cecile B. Harper, Arthur S. Mehlman, G. Peter O’Brien, and Michael K. Shields. Mr. Mehlman serves as Chairman of the Audit Committee. Ms. Chadwick and Mr. Mehlman have been designated as Audit Committee Financial Experts, as defined under Securities and Exchange Commission (“SEC”) regulations.

The information providedprincipal purposes of the Audit Committee are to (i) assist Board oversight of the (a) integrity of the Fund’s financial statements; (b) independent accountants’ qualifications and presentations madeindependence; and (c) performance of the Fund’s independent accountants and (ii) prepare, or oversee the preparation of any audit committee report required by rules of the SEC to be included in the Fund’s proxy statement for its annual meeting of stockholders. The Board encompassed the Fund. The discussion belowhas adopted an Audit Committee charter for the Fund, covers botha copy of which was included as an exhibit to the investment advisory functions rendered by RoyceProxy Statement for the Fund’s 2019 Annual Meeting of Stockholders. Although a copy of the Audit Committee charter for the Fund pursuant tois not available on the New Agreement and the administrative functions renderedFund’s website, one may be obtained by Royce for the Fund pursuant to the Administration Agreement, by and between Royce and the Fund.calling 1-800-221-4268.

The Independent Directors were advisedAudit Committee also has (i) received written disclosures and the letter required by separateIndependence Standards Board Standard No. 1 from PricewaterhouseCoopers LLP (“PWC”), the Fund’s independent legal counsel throughoutauditors for the process. Priorfiscal year ended December 31, 2020, and (ii) discussed certain matters required to voting,be discussed under the Independent Directors received a memorandum fromrequirements of The Public Company Accounting Oversight Board with PWC. The Audit Committee has considered whether the provision of non-audit services by the Fund’s independent accountants is compatible with maintaining their independent legal counsel discussingindependence.

At its meetings held on February 18, 2021 and February 25, 2021, the legal standards for their consideration of the New Agreement. The Independent Directors alsoAudit Committee reviewed and discussed the proposed approvalaudit of the New AgreementFund’s financial statements as of December 31, 2020 and for the fiscal year then ended with their independent legal counselFund management and PWC. Had any material concerns arisen during the course of the audit and the preparation of the audited financial statements mailed to stockholders and included in the Fund’s 2020 Annual Report to Stockholders, the Audit Committee would have been notified by Fund management or PWC. The Audit Committee received no such notifications. At those meetings, the Audit Committee recommended to the Board that the Fund’s audited financial statements be included in the Fund’s 2020 Annual Report to Stockholders. 

Nominating Committee

The Board has a private session atNominating Committee (the “Nominating Committee”) composed of the six Independent Directors, namely Ms. Chadwick, Ms. Harper, and Messrs. Grisanti, Mehlman, O’Brien, and Shields.  Mr. O’Brien serves as the Chairman of the Nominating Committee.  The Board has adopted a Nominating Committee charter for the Fund, a copy of which no representativeswas included as an exhibit to the Proxy Statement for the Fund’s 2019 Annual Meeting of Royce, Legg Mason, or Franklin Templeton were present.Stockholders. Although a copy of the Nominating Committee charter for the Fund is not available on the Fund’s website, one may be obtained by calling 1-800-221-4268.

Nature, extent,The Nominating Committee is responsible for identifying and quality of the services under the New Agreement.The Board received and considered information regarding the nature, extent, and quality of services providedrecommending to the Fund by Royce under the Current Agreement. The Board considered the following factorsindividuals believed to be of fundamental importancequalified to its consideration of the Current Agreement: (i) Royce’s more than 45 years of value investing experience and track record; (ii) the history of long-tenured Royce portfolio managers managing many of its other open-end mutual funds, and closed-end funds; (iii) Royce’s focus on mid-cap, small-cap and micro-cap value investing; (iv) the consistency of Royce’s approach to managing the Fund, other closed-end funds, and open-end mutual funds over more than 45 years; (v) the integrity and high ethical standards adhered to at Royce; (vi) Royce’s specialized experiencebecome Board members in the area of trading small- and micro-cap securities; (vii) Royce’s historical ability to attract and retain portfolio management talent; and (viii) Royce’s focus on stockholder interests as exemplifiedevent that a position is vacated or created. The Nominating Committee will consider Director candidates recommended by expansive stockholder reporting and communications. The Board also noted that Royce’s compensation policy arrangements strongly encourage portfolio manager investment in any fund that they manage. The Board also reviewedstockholders. In considering potential nominees, the services that Royce providesNominating Committee will take into consideration (i) the contribution which the person can make to the Fund,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 managingwhether 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 Director or Independent Director 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 the New York Stock Exchange’s 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 Director 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 the Board’s existing membership at the time such potential candidate is considered. 

To have a candidate considered by the Nominating Committee, a stockholder must submit the recommendation in writing and must include biographical information and set forth the qualifications of the proposed nominee. The stockholder recommendation and information described above must be sent to the Fund’s Secretary, John E. Denneen, c/o Royce Value Trust, Inc., 745 Fifth Avenue, New York, New York 10151.

Although the Board does not have a standing compensation committee, the Independent Directors review their compensation annually.

Distribution Committee

The Board has a Distribution Committee (the “Distribution Committee”), comprised of Christopher D. Clark. As noted above, Mr. Clark is an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act. The Distribution Committee is responsible for, among other things, approving the Fund’s payment of dividends from net investment income and distributions from capital gains, if any, to ensure compliance with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

Board’s Oversight Role in Management

The Board’s role in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily Royce and its affiliates, have responsibility for the day-to-day management of the Fund, 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 Audit Committee (which consists of the six Independent Directors) 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 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 in accordance withor activities. 

Committee and Board of Directors Meetings

During the stated policies ofyear ended December 31, 2020, the Fund. The Board consideredheld five meetings, the fact that Royce provided certain administrative services to the Fund at cost pursuant to the Administration Agreement between RoyceAudit Committee held four meetings, and the Fund.Nominating Committee held one meeting. The Board alsoDistribution Committee took into consideration the histories, reputations and backgrounds of Royce’s portfolio managers for the Fund, finding that these would likely have an impact on the continued success of such Fund. The Board also noted Royce’s ability to attract and retain qualified and experienced personnel.

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

The Board received and considered information prepared internallyfour times by Royce and independently by Broadridge Financial Solutions, Inc. (“Broadridge”) using the database and methodology of Morningstar Associates, LLC containing detailed investment advisory fee, expense ratio, and investment performance comparisons for the Fund with other fundswritten consent. Each Director then in its “peer group” and “category” in connection with its considerationoffice attended 75% or more of the Current Agreement. The Board was provided with a descriptionaggregate of the methodology used to determine the similaritytotal number of meetings of the Fund withBoard and the funds included in its peer group. It was noted that while the Directors found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the end date selected and that the resultstotal number of meetings of the performance comparisons may vary depending onAudit Committee and the selection of the peer group and its composition over time. The Directors believeNominating Committee held during that risk-adjusted performance continues to be the most appropriate measure of the Fund’s investment performance and attach primary importance to risk-adjusted performance over relatively long periods of time, typically 3 to 10 years. It was also noted that the Board received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against its peers. In addition, the Board considered the Fund’s performance in light of overall financial market conditions. Where the Fund’s performance was below the median during one or more specified periods, the Board noted the explanations from Royce concerning the Fund’s relative performance versus the peer group for the various periods. The Board also reviewed and considered the Fund’s absolute total returns, monthly rolling average returns, down-market performance, and long-term performance record beyond 10 years.year.

Based on their reviewCompensation of Directors

For the year ended December 31, 2020, each Independent Director received a base fee of $20,000 per year, plus $1,100 for each in-person meeting of the materials provided andBoard attended. No Director received remuneration for services as a Director for the assurances they had received from Franklin Templeton, Legg Mason, and Royce, the Directors determined that the Transaction was not expectedyear ended December 31, 2020 in addition to affect adversely the nature, extent, and qualityor in lieu of services provided by Royce and that the Transaction was not expectedthis standard arrangement. Each Independent Director will continue to havereceive a material adverse effect on Royce’s ability to provide those services, andbase fee of $20,000 per year, plus $1,100 for each in-person meeting of the Board concluded that, overall,attended for the nature, extent, and quality of services expected to be provided, including performance, under the New Agreement were sufficient for approval.year ending December 31, 2021.

Investment advisory fees and expense ratios.The Board reviewed and consideredSet forth below is the Fund’s contractual investment advisory fee rate, the actual investment advisory fee rateaggregate compensation paid by the Fund and the Fund’s total compensation paid by The Royce Funds and net operating expense ratio in lightthe Fund Complex to each Independent Director of the nature, extent, and qualityFund for the year ended December 31, 2020.

Officers of the investment advisory services providedFund

Officers of the Fund are elected each year by the Board. The following sets forth information concerning the Fund’s officers:

Stockholder Communications

Stockholders may send written communications to the FundBoard or to an individual Director by Royce in connection with its considerationmailing such correspondence to the Secretary of the Current Agreement. In addition,Fund (addressed to 745 Fifth Avenue, New York, New York 10151). Such communications must be signed by the stockholder and identify the number of shares of Common Stock held by the stockholder. Properly submitted stockholder communications will, as appropriate, be forwarded to the entire Board or to the individual Director. Any stockholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must continue to meet all the requirements of Rule 14a-8. See “Additional Information – Stockholder Proposals” herein.

Director Attendance at Stockholder Meetings

The Fund has also received and considered information provided by Broadridge comparingno formal policy regarding Director attendance at stockholder meetings. None of the Independent Directors attended the Fund’s contractual investment advisory fee rate, 2020 Annual Meeting of Stockholders.

Compliance with Section 16(a) of the actual investment advisory fee rate paid byExchange Act

Section 16(a) of the Exchange Act requires the officers and Directors of the Fund and persons who own more than ten percent of a registered class of the Fund’s totalequity securities, to file reports of ownership and net expense ratioschanges in ownership on Forms 3, 4 and 5 with those of funds in both the relevant expense groupSEC and a broader group of funds, each selectedthe New York Stock Exchange. Officers, Directors and greater than ten percent stockholders are required by Broadridge based on classifications provided by Morningstar. It was noted that while the Board found the Broadridge data generally useful they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board has also noted in the past that Royce managesSEC regulations to furnish the Fund in an active fashionwith copies of all Forms 3, 4 and that the Fund has historically had a high active share score. The Directors also considered fees charged by Royce to institutional and other clients and noted that, given the greater levels of services that Royce provides to registered investment companies such as the Fund as compared to other accounts, the Fund’s investment advisory fees compared favorably to these other accounts.5 they file.

In evaluatingBased solely on the costs of the services to be provided by Royce under the New Agreement, the Directors considered, among other things, whether investment advisory fees or other expenses would change as a result of the Transaction. Based on theirFund’s review of the materials providedcopies of such forms and the assurancesamendments thereto, furnished to it during or with respect to its most recent fiscal year, and written representations from certain reporting persons that they had received from Franklin Templeton, Legg Mason, and Royce, the Directors determined that the Transaction wouldwere not increase the total fees payable by the Fund for investment advisory services.

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

Profitability and economies of scale.The Board considered the cost of the services provided by Royce and the profits realized by Royce from its relationship with the Fund in connection with its consideration of the Current Agreement. As part of the analysis, the Board discussed with Royce its methodology in allocating its costs to the Fund and concluded that Royce's allocations were reasonable. The Board concluded that Royce's profitsfile Form 5 with respect to the most recent fiscal year, the Fund were reasonable in relationbelieves that all of its officers, Directors, greater than ten percent beneficial owners and other persons subject to Section 16 of the Exchange Act due to the nature and qualityrequirements of services provided.Section 30(h) of the Investment Company Act (i.e., any investment adviser or affiliated person of the Fund’s investment adviser), have complied with all filing requirements applicable to them with respect to transactions in the Fund’s shares during the Fund’s most recent fiscal year.

Stock Ownership

As of the Record Date, there were 103,297,532 shares of Common Stock outstanding.

The Board also considered whether there have been economiesfollowing persons were known to the Fund to be beneficial owners or owners of scale in respectrecord of 5% or more of its outstanding shares of Common Stock as of the managementRecord Date:

Information relating to each Director’s ownership of shares of Common Stock as of August 2, 2021 and of shares of The Royce Funds overseen by each Director is set forth below:

*      Ms. Harper became a member of the Board effective July 21, 2020.

Information regarding ownership of shares of Common Stock by the Fund’s Directors and officers as of the Record Date is set forth below:

As of the Record Date, all Directors and officers of the Fund whetheras a group (12 persons) beneficially owned an aggregate of less than 1% of the Fund’s outstanding shares of Common Stock.

As of August 2, 2021, no Independent Director or any of his or her immediate family members directly or indirectly owned any securities issued by Franklin Resources, Inc., Royce’s indirect corporate parent, or any of its affiliates (other than registered investment companies).

Vote Required

A quorum consists of stockholders representing a majority of the outstanding shares of Common Stock entitled to vote, who are present in person or by proxy, and the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote is required to elect a Director.

TheBoardofDirectorsof theFund has appropriately benefited from any economiesrecommends that allstockholdersvote “FOR” all of scale and whether there is potential for realization of any further economies of scalethe Director nominees.

FEES PAID TOINDEPENDENT AUDITORS

AuditFees

The aggregate fees paid to PWC in connection with its considerationthe annual audit of the Current Agreement. The Board notedFund’s financial statements and for services normally provided by PWC in connection with the timestatutory and effort involved in managing portfoliosregulatory filings of small- and micro-cap stocks and that they did not involve the same efficiencies as do portfolios of large-cap stocks. The Directors further noted that, as a closed-end fund, the Fund generally would not be expected to have significant inflows of capital that might produce increasing economies of scale. The Directors concluded that the current fee structure for the Fund was reasonablefiscal years ended December 31, 2020 and that its stockholders sufficiently participated in economies of scaleDecember 31, 2019 were $47,557 and that no changes were necessary.$46,624, respectively.

The Directors noted that Franklin TempletonAudit Related Fees

No fees were paid to PWC in connection with assurance and Legg Mason expectedrelated services related to realize cost savings from the Transaction based on synergiesannual audit of operations. However, they noted that other factors could also affect profitability and potential economies of scale, and that it was not possible to predict with any degree of certainty how the Transaction would affect Royce’s profitability from its relationship with the Fund nor to quantify at this time any possible future economiesand for review of scale, but the Directors noted they would continue to evaluate these matters going forward.Fund’s financial statements, other than the Audit Fees described above, for the fiscal years ended December 31, 2020 and December 31, 2019.

Other benefitsTax Fees

The aggregate fees paid for tax-related services, including preparation of tax returns, tax compliance and tax advice, rendered by PWC to Royce. The Board considered other benefits received by Royce as a result of its relationship with the Fund includingfor the opportunityfiscal years ended December 31, 2020 and December 31, 2019 were $10,131 and $9,933, respectively.

All Other Fees

There were no other fees billed for non-audit services rendered by PWC to offer additional productsthe Fund for the fiscal years ended December 31, 2020 and December 31, 2019. The aggregate non-audit fees billed by PWC for services rendered to Fund stockholders. In light of the costs of providing investment advisoryRoyce and otherany entity controlling, controlled by, or under common control with Royce that provides ongoing services to the Fund for the fiscal years ended December 31, 2020 and December 31, 2019 were $10,131 and $9,933, respectively. The Audit Committee has determined that the ongoing commitmentprovision of Roycenon-audit services is compatible with maintaining the independence of PWC.

PWC did not provide any other professional services to the Fund or Royce for the Board considered thatyear ended December 31, 2020 except for those other professional services performed by PWC in its capacity as the ancillary benefits thatindependent registered public accounting firm for Legg Mason, Inc. (“Legg Mason”), an indirect corporate parent of Royce, received were reasonable. In evaluating the fall-out benefitsand certain Legg Mason affiliates and for certain investment companies for which Legg Mason affiliates act as investment adviser. No representatives of PWC are expected to be received by Royce under the New Agreement, the Directors considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Current Agreement. Based on their review of the materials provided, and their discussions with Franklin Templeton and Legg Mason, the Directors determined that those benefits could include increased ability for Franklin Templeton, Legg Mason, and Royce to distribute shares of their funds and other investment products. The Directors noted that any such benefits were difficult to quantify with certainty at this time, and indicated that they would continue to evaluate them going forward.

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

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

Section 15(f) of the 1940 Act

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

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

ADDITIONAL INFORMATION

General

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

Inspectors and Judges of Voting

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

Quorum

A quorum of Fund stockholders is necessary to hold a valid meeting of stockholders. Under the Fund's Bylaws, a quorum will exist at the Meeting if stockholders entitled to cast at least a majority of the votes entitled to be cast at the Meeting are present at the Meeting in person or by proxy. In determining whether a quorum is present at the Meeting, the Inspectors and Judges of Voting will count shares of the Fund represented by proxies that reflect abstentions, "uninstructed shares," and the withholding of authority to vote as shares that are present and entitled to vote at the Meeting. "Uninstructed shares" are, with respect to Proposal No. 1, Fund shares held by brokers or nominees as to which the broker or nominee does not have discretionary voting power and for which the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how such shares will be voted, but for which a broker or nominee returns the proxy card without actually voting on Proposal No. 1. The Fund may request that selected brokers or nominees return proxies in respect of shares of the Fund for which the broker or nominee does not have discretionary voting power or for which voting instructions have not been received to the extent necessary to obtain a quorum at the Meeting. Thus, shares of the Fund represented by proxies that reflect abstentions, "uninstructed shares," and the withholding of authority to vote will be counted in determining (i) whether a quorum is present at the Meeting and (ii) the total number of shares present at the Meeting.

Required VoteAudit Committee’s Pre-Approval Policies andProcedures

ApprovalThe Audit Committee has adopted policies and procedures with regard to the pre-approval of audit and non-audit services. On an annual basis, at the September meeting of the New Agreement requiresAudit Committee, the affirmative vote of a majority of the outstanding voting securitiesindependent auditors of the Fund which is defined inwill submit a schedule of proposed audit, audit-related, tax and other non-audit services to be rendered to the 1940 Act asFund and/or Royce and its affiliates for the lesser of: (i) 67%following year that require pre-approval by the Audit Committee. Such schedule will include the maximum fees that can be paid for such services without further Audit Committee approval. Any subsequent revision to pre-approved services or morefees will be considered at the next regularly scheduled Audit Committee meeting. Services not presented for pre-approval at the September meeting of the sharesAudit Committee will be submitted to the Chief Financial Officer of the Fund presentfor a determination that the proposed services fit within the independence guidelines and then considered for pre-approval at the Meeting, ifnext regularly scheduled Audit Committee meeting. A proposal to commence an engagement involving audit, audit-related or tax services prior to the holders of more than 50%next regularly scheduled Audit Committee meeting shall be made in writing by the Chief Financial Officer to all Audit Committee members and include a summary of the outstanding sharesengagement, estimated maximum cost, the category of services and the rationale for engaging the Fund’s independent auditor. Such proposed engagement can be pre-approved by any Audit Committee member who is an Independent Director. Pre-approval by the Chairman of the Fund are presentAudit Committee is required for a proposed engagement involving non-audit services other than audit-related or represented by proxy at the Meeting; or (ii) more than 50% of the outstanding shares of the Fund. Shares of the Fund represented by proxies that reflect abstentions, “uninstructed shares,” and the withholding of authority to vote will have the same effect as a vote against Proposal No. 1.

tax.

Adjournment or Postponement of MeetingADDITIONAL INFORMATION

If a quorum is not present at the Meeting, Adjournment or if a quorum is present at the Meeting butPostponement of Meeting; Other Matters

If sufficient votes to approve Proposal No. 1 in the Notice of Annual Meeting of Stockholders are not received, the chairman of the Meeting may, without notice other than by announcement at the Meeting, adjourn the Meeting to a later date and time and place as permitted by the Fund'sFund’s Bylaws until a quorum shall attend or sufficient votes to approve Proposal No. 1 in the Notice of Annual Meeting of Stockholders shall be received, as applicable.received. In the event a quorum is not present at the Meeting, any such adjournment date may not be more than 120 days after the original record date (i.e., August 2, 2021).

While the Meeting has been called to transact any business that may properly come before it, the Directors know of no business other than the matter stated in the Notice of Annual Meeting of Stockholders. 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 to vote the Proxy in accordance with their judgment on such matters.

The MeetingFund expects that broker-dealer firms holding shares of the Fund 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 the Proposal before the Meeting. The Fund understands that, under the rules of the New York Stock Exchange, such broker-dealers may, be postponed priorwithout instructions from such customers and clients, grant authority to the Meeting. If it is decided to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), any such updates will be announced by means of a press release, which will be posted on the following website: http://www.royceinvest.com. An announcement will also be filed with the Commission via its EDGAR system.

Information about Royce, Its Affiliated Broker-Dealer, Fees Paidproxies designated by the Fund to Royce and its Affiliates, and Other U.S. Registered Investment Companies Advisedvote on the election of Directors 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 Roycevoting such shares in the same proportion as they have voted shares for which they have received instructions.

Royce.Royce, whose principal executive officesThe shares as to which the Proxies so designated are granted authority by broker-dealer firms to vote on the matters to be considered at 745 Fifth Avenue, New York, NY 10151, is responsible for the managementMeeting, 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 stockholders but which are marked “abstain” on any matter will be included in the Fund’s tabulation of the Fund’s assets. Royce has been investing in smaller-company securities with a value approachtotal number of votes present for more than 45 years. Royce’s assets under management were approximately $[____] billionpurposes of determining whether the necessary quorum of stockholders 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 January 31, 2020.Directors.

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

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

Affiliated Broker-Dealer.Royce Fund Services, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Royce, is the distributor for the various series of The Royce Fund and Royce Capital Fund, registered open-end investment companies advised by Royce. RFS’s principal office is located at 745 Fifth Avenue, New York, New York 10151.

Information RelatingAnnual ReportDelivery

The Fund’s Annual Report to Amounts and Brokerage Commissions Paid by Fund to Royce and its Affiliates. Appendix E to this Proxy Statement sets forth,Stockholders for the fiscal year ended December 31, 2019,2020 was previously mailed to its stockholders and the Semiannual Report to Stockholders for the six-month period ended June 30, 2021 will be mailed to stockholders in late August 2021. Copies of the Annual Report are available, and copies of the Semiannual Report will be available in late August 2021, upon request, without charge, by writing to the Fund at 745 Fifth Avenue, New York, New York 10151 or calling toll free at 1-800-221-4268. All publicly released material information relating to: (i) amounts paidis always disclosed by the Fund to Royce andon its affiliates and related waivers and (ii) brokerage commissions paid by the Fund to affiliated brokers. There were no other material payments by the Fund to Royce or its affiliates during that period.

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

Fiscal YearStockholder Proposals

The fiscal year end of the Fund is December 31.

Stockholder Proposals

Proposals of stockholders intended to be presented at the Fund's 2020Fund’s 2022 Annual Meeting of Stockholders must have beenbe received by the Fund by April 14, 202012, 2022 for inclusion in the Fund'sFund’s Proxy Statement and form of Proxy for that meeting. The Fund'sFund’s By-laws generally require advance notice be given to the Fund in the event a stockholder desires to nominate a person for election to the Board or to transact any other business from the floor at an annual meeting of stockholders. Notice of any such nomination or other business intended to be presented at the Fund's 2020Fund’s 2022 Annual Meeting of Stockholders must be in writing and have been received at the Fund'sFund’s principal executive office between April 14, 202012, 2022 and May 14, 2020.12, 2022. Written proposals should be sent to the Secretary of the Fund, 745 Fifth Avenue, New York, New York 10151.

Proxy Delivery

If you and another stockholder share the same address, the Fund may only send one proxy statement unless you or the other stockholder(s) request otherwise. Call or write the Fund if you wish to receive a separate copy of the proxy statement and the Fund will promptly mail a copy to you. You may also call or write to the Fund if you wish to receive a separate proxy in the future, or if you receive multiple copies now, and wish to receive a single copy in the future.

For such requests, please call 1-800-221-4268, or write the Fund at 745 Fifth Avenue, New York, New York 10151.

OTHER BUSINESSPLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

Pursuant to Maryland law and the Bylaws of the Fund, only the matters set forth in the Notice of Special Meeting, and procedural items relating to the matters set forth in the Notice of Special Meeting, may be brought before the Meeting. If any procedural matter is presented for a vote at the meeting, it is the intention of the persons named in the enclosed proxy to vote on such matter in accordance with their discretion.

Please fill in, date, and sign the proxy card and return it in the accompanying postage-paid envelope. You may also provide your voting instructions via telephone or the internet by following the instructions on the proxy card. Please take advantage of these prompt and efficient authorization options.

Dated: May __, 2020

Appendix A 

5% SHARE OWNERSHIP INFORMATION

The following persons were known to the Fund to be beneficial owners or owners of record of 5% or more of its outstanding shares of common stock as of the Record Date:

Appendix B

Appendix C

FORM OF NEW INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT

BETWEEN

Your Vote Counts! ROYCE VALUE TRUST, INC.

AND

ROYCE & ASSOCIATES, LP

Investment Advisory Agreement made this _____ day of __________, 202_, by and between ROYCE VALUE TRUST, INC., a Maryland corporation (the “Fund”), and ROYCE & ASSOCIATES, LP, a Delaware limited partnership (formerly Royce & Associates, Inc. and Royce & Associates, LLC) (the “Adviser”).

The Fund and10151 *Please check the Adviser hereby agree as follows:

1.            Duties of the Adviser. The Adviser shall, during the term and subject to the provisions of this Agreement, (a) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes, and (b) provide the Fund with such investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its assets. The Adviser shall perform such duties in accordance with the applicable provisions of the Fund’s Articles of Incorporation, By-Laws and stated investment objectives, policies and restrictions and any directions it may receive from the Fund’s Board of Directors.

2.            Expenses Payable by the Fund. Except as otherwise provided in Paragraphs 1 and 3 hereof, the Fund shall be responsible for determining the net asset value of its shares and for all of its other operations and shall pay all administrative and other costs and expenses attributable to its operations and transactions, including, without limitation, registrar, transfer agent and custodian fees; legal, administrative and clerical services; rent for its office space and facilities; auditing; preparation, printing and distribution of its proxy statements, stockholders’ reports and notices; supplies and postage; Federal and state registration fees; FINRA and securities exchange listing fees and expenses; Federal, state and local taxes; non-affiliated directors’ fees; interest on its borrowings; brokerage commissions; and the cost of issue, sale and repurchase of its shares.

3.            Expenses Payable by the Adviser. The Adviser shall pay all expenses which it may incur in performing its duties under Paragraph 1 hereof and shall reimburse the Fundmeeting materials for any space leased byspecial requirements for meeting attendance. At the Fund and occupied by the Adviser.

4.            Compensation of the Adviser.

(a)             The Fund agreesmeeting, you will need to payrequest a ballot to the Adviser, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a fee comprised of a basic fee (the “Basic Fee”) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the Standard & Poor’s SmallCap 600 Stock Price Index (as the same may be constituted from time to time, the “Index”). Such fee shall be calculated and payable as follows:

For each month, the Basic Fee shall be a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the net assets of the Fund at the end of each month included in the applicable performance period. (The net assets of the Fund shall be computed by subtracting the amount of any indebtedness and other liabilities of the Fund from the value of the total assets of the Fund, and the liquidation preference of and any redemption premium for any Preferred Stock of the Fund that may be issued and outstanding shall not be treated as an indebtedness or other liability of the Fund for this purpose.) The performance period for each such month shall be a rolling sixty (60) month period ending with the most recent calendar month.

The Basic Fee rate for each such month shall be increased at the rate of 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the investment performance of the Fund for the performance period then ended exceeds the percentage change in the investment record of the Index for such performance period (subject to a maximum of twelve (12) percentage points). If, however, the investment performance of the Fund for such performance period shall be exceeded by the percentage change in the investment record of the Index for such performance period, then such Basic Fee rate shall be decreased by 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the percentage change in the investment record of the Index exceeds the investment performance of the Fund for such performance period (subject to a maximum of twelve (12) percentage points).

The maximum increase or decrease in the Basic Fee for any month may not exceed .50%, and the Fund shall pay such Basic Fee, as so adjusted, to the Adviser at the end of each performance period.

(b)            Notwithstanding the provisions of subparagraph (a) above to the contrary, the Adviser shall not be entitled to receive any monthly fee in respect of any performance period consisting of a rolling thirty-six (36) month period ending with the most recent calendar month for which the investment performance of the Fund shall be negative on an absolute basis (i.e., the investment performance of the Fund, rounded to the nearer whole point, is less than zero).

(c)             The investment performance of the Fund for any period shall be expressed as a percentage of the Fund’s net asset value per share of Common Stock at the beginning of such period and shall mean and be the sum of: (i) the change in the Fund’s net asset value per share of Common Stock during such period; (ii) the value of the Fund’s cash distributions per share of Common Stock accumulated to the end of such period; and (iii) the value of capital gains taxes per share of Common Stock paid or payable on undistributed realized long-term capital gains accumulated to the end of such period. For this purpose, the value of distributions per share of Common Stock of realized capital gains, of dividends per share of Common Stock paid from investment income and the capital gains taxes per share of Common Stock paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in shares of Common Stock of the Fund at the net asset value per share of Common Stock in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends and taxes. Notwithstanding any provisions of this subparagraph (c) or of the other subparagraphs of Paragraph 4 hereof to the contrary, the investment performance of the Fund for any period shall not include, and there shall be excluded from the change in the Fund’s net asset value per share of Common Stock during such period and the value of the Fund’s cash distributions per share of Common Stock accumulated to the end of such period shall be adjusted for, any increase or decrease in the investment performance of the Fund for such period computed as set forth in the preceding two sentences and resulting from the Fund’s capital stock transactions.

(d)            The investment record of the Index for any period, expressed as a percentage of the Index level at the beginning of such period, shall mean and be the sum of (i) the change in the level of the Index during such period and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of such period. For this purpose, cash distributions on the securities which comprise the Index shall be treated as reinvested in the Index at the end of each calendar month following the payment of the dividend.

(e)             Any calculation of the investment performance of the Fund and the investment record of the Index shall be in accordance with any then applicable rules of the Securities and Exchange Commission.

(f)             In the event of any termination of this Agreement, the fee provided for in this Paragraph 4 shall be calculated on the basis of a period ending on the last day on which this Agreement is in effect, subject to apro rata adjustment based on the number of days elapsed in the current period as a percentage of the total number of days in such period.

5.            Excess Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and its other accounts.

6.            Limitations on the Employment of the Adviser. The services of the Adviser to the Fund shall not be deemed exclusive, and the Adviser may engage in any other business or render similar or different services to others so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser to engage in any other business or to devote his time and attention in part to any other business, whether of a similar or dissimilar nature. So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Fund, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, and shall not be responsible for any action of or directed by the Board of Directors of the Fund, or any committee thereof, unless such action has been caused by the Adviser’s gross negligence, willful malfeasance, bad faith or reckless disregard of its obligations and duties under this Agreement.

7.              Responsibility of Dual Directors, Officers and/or Employees. If any person who is a director, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

8.              Protection of the Adviser. The Adviser shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, and the Fund shall indemnify the Adviser and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Adviser in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Adviser against or entitle or be deemed to entitle the Adviser to indemnification in respect of, any liability to the Fund or its security holders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its duties and obligations under this Agreement.

Determinations of whether and the extent to which the Adviser is entitled to indemnification hereunder shall be made by reasonable and fair means, including (a) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that the Adviser was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties, or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Adviser was not liable by reason of such misconduct by (i) the vote of a majority of a quorum of the directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the Investment Company Act of 1940) nor parties to the action, suit or other proceeding, or (ii) an independent legal counsel in a written opinion.these shares. V1.1

9.              Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the date above written and shall replace and supersede in all respects the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of June 30, 1996, by and between the Fund and the Adviser, the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of October 1, 2001 and as amended and supplemented to date, by and between the Fund and the Adviser, and the Amended and Restated Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of July 1, 2016, by and between the Fund and the Adviser. This Agreement shall remain in effect until June 30, 2022, and thereafter shall continue automatically for successive annual periods,provided that such continuance is specifically approved at least annually by (a) the vote of the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the outstanding voting securities of the Fund and the vote of the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as so defined) of any such party. This Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice by the vote of a majority of the outstanding voting securities of the Fund or by the vote of a majority of the Fund’s directors or by the Adviser, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act of 1940);provided, however, that the provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any such termination.

The Fund may, so long as this Agreement remains in effect, use “Royce” as part of its name. The Adviser may, upon termination of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

Appendix D

Appendix E 

INFORMATION REGARDING AMOUNTS AND BROKERAGE COMMISSIONS
PAID BY FUNDVote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Recommends Voting Items 1. TO ELECT THE DIRECTOR NOMINEES OF ROYCE AND ITS AFFILIATESVALUE TRUST, INC. 01) Cecile B. Harper 02) G. Peter O’Brien For 2. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. D58684-P60777

The following table sets forth, for the fiscal year ended December 31, 2019, information relating to: (i) amounts paid by the Fund to Royce and its affiliates and related waivers and (ii) brokerage commissions paid by the Fund to affiliated brokers.

Appendix F

INFORMATION REGARDING OTHER FUNDS ADVISED OR SUBADVISED BY ROYCE

The table below sets forth certain information regarding U.S. registered investment companies, other than the Fund, for which Royce provides investment advisory or subadvisory services. All information below is provided as of December 31, 2019.

FORM OF

SCAN TO PROXY CARDTABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 VIEW MATERIALS & VOTE w To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com or scan the QR Barcode above 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) 2) 3) 4) TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: The Board of Directors of the Fund recommends a vote FOR the proposal. 1. D58680-P60777 For Withhold For All All All Except TO ELECT THE DIRECTOR NOM

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement is available at www.proxyvote.com. D58681-P60777 PROXY CARD PROXY ROYCE VALUE TRUST, INC.

PROXY 745 Fifth Avenue PROXY 

New York, New York 10151

PROXY This Proxy is Solicited on Behalf of the Board of Directors of Royce Value Trust, Inc.

The undersigned hereby appoints Christopher D. Clark 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 common stock of Royce Value Trust, Inc. (the "Fund"), held of record by the undersigned on May 1, 2020August 2, 2021 at the SpecialAnnual Meeting of Stockholders of the FundRoyce Value Trust, Inc. to be held on July 14, 2020 (the "Meeting"),September 28, 2021, and at any postponement or adjournment or postponement thereof. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.

This Proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR Proposal 1. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting or any adjournment or postponement thereof.

PLEASE NOTE: If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on the following website: http://www.royceinvest.com. You are encouraged to check the website prior to the Meeting if you plan to attend the Meeting in person. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

PLEASE VOTE, DATE AND SIGN BELOWON THE REVERSE SIDE AND RETURN PROMPTLY

IN THE ENCLOSED ENVELOPE.

To vote by Telephone

1) Read the Proxy Statement and have the Proxy Card below at hand.

2) Call [1-___-___-____]

3) Enter the [__]-digit control number set forth on the Proxy Card and follow the simple instructions.

To vote by Internet

1) Read the Proxy Statement and have the Proxy Card below at hand.

2) Go to Website [www.__________.com]

3) Enter the [__]-digit control number set forth on the Proxy Card and follow the simple instructions.

To vote, mark blocks below in blue or black ink as follows: x

ROYCE VALUE TRUST, INC.

Please sign exactly as your name(s) appear(s) on reverse. When shares of common stock 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.

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.