Update To Royce Capital Fund—Royce
article 07-14-2020

Royce Capital Fund Shareholders Approve New Investment Advisory Agreement at Special Meeting

NEW YORK – July 14, 2020 – Royce Capital Fund (the “Trust”) announced that the shareholders for both its Micro-Cap Portfolio and its Small-Cap Portfolio (each, a “Fund”) voted to approve a new investment advisory agreement with the Trust’s investment manager, Royce Investment Partners (“Royce”)1, at today’s Special Meeting of Shareholders of the Funds.

“We thank our shareholders for their participation and strong support for the new agreement,” said Christopher D. Clark, the Trust’s President,

The new 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 either 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 either Fund’s portfolio management personnel, investment objective, principal investment strategy, or investment restrictions.

More information about Royce Investment Partners.

Forward Looking Statement

This press release is not an offer to purchase nor a solicitation of an offer to sell shares of either 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 the Funds, 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 U.S. Securities and Exchange Commission, including the Funds’ Annual Report to Shareholders on Form N-CSR, for the year ended December 31, 2019, and subsequent filings with the Commission. 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

Important Disclosure Information

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



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