PRELIMINARY PROXY
MATERIAL
October __, 1997
Dear Friends and Fellow Shareholders:
Enclosed you will find proxy material related to your approval of the new
Investment Advisory Agreement for REvest with Royce, Ebright & Associates,
Inc. The terms of the new Agreement are, in substance, identical to the
terms of the prior agreement which was deemed by the Investment Company Act
to terminate as of the date of my father's death on July 14, 1997.
Please read the enclosed material carefully. Your vote is very important!
Please help me with this important vote by promptly completing and returning
the enclosed proxy card in the postage- paid envelope, whether or not you
plan to attend the meeting in person. Your proxy is revocable and will not
affect your right to vote in person if you attend the meeting.
As always, if you have any questions, please feel free to call me at work at
(800) 277-5573 during regular business hours. Or, if it is more convenient,
call me at home at (207) 883-8593.
Sincerely,
Jennifer Ebright Goff
President, Royce, Ebright & Associates, Inc.
<PAGE>
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
THE ROYCE FUND
To the Shareholders of
The REvest Growth & Income Fund:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of The REvest
Growth & Income Fund (the "Fund"), a series of The Royce Fund (the "Trust"),
will be held at the offices of the Trust, 1414 Avenue of the Americas, New
York, New York, on November 10, 1997 at 2:00 p.m. (Eastern Time), for the
following purposes:
1. To approve a new Investment Advisory Agreement between
The Royce Fund, on behalf of The REvest Growth & Income
Fund, and Royce, Ebright & Associates, Inc.
2. To transact such other business as may come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on October 13, 1997 as
the record date for the determination of those shareholders entitled to vote
at the meeting, and only holders of record at the close of business on that
date will be entitled to vote.
The REvest Growth & Income Fund's Annual Report to Shareholders for the year
ended December 31, 1996 and its Semi-Annual Report to Shareholders for the
six months ended June 30, 1997 were previously mailed to shareholders, and
copies are available upon request, without charge, by writing to RE&A at 50
Portland Pier, Portland, Maine 04101-4721 or calling toll-free at
1-800-277-5573.
IMPORTANT
To save the expense of additional proxy solicitation, please insert your
instructions on the enclosed Proxy, date and sign it and return it in the
enclosed envelope (which requires no postage if mailed in the United States),
even if you expect to be present at the meeting. The Proxy is solicited on
behalf of the Board of Trustees, is revocable and will not affect your right
to vote in person in the event that you attend the meeting.
By order of the Board of Trustees.
John E. Denneen,
Secretary
October __, 1997
<PAGE>
PROXY STATEMENT FOR SPECIAL MEETING OF
SHAREHOLDERS OF THE ROYCE FUND
The enclosed Proxy is solicited on behalf of the Trustees of The Royce Fund
for use at the Special Meeting of Shareholders of The REvest Growth & Income
Fund, a series of the Trust, to be held at the offices of the Trust, 1414
Avenue of the Americas, New York, New York 10019 (10th Floor), at 2:00 p.m.,
Eastern Time, on November 10 , 1997 and at any adjournments thereof.
The purpose of the meeting is the approval of a new Investment Advisory
Agreement between The Royce Fund, on behalf of The REvest Growth & Income
Fund, and Royce, Ebright & Associates, Inc. ("RE&A").
The Proxy may be revoked at any time before it is exercised by written
instructions to the Trust or by filing a new Proxy with a later date, and any
shareholder attending the meeting may vote in person, whether or not he or
she has previously filed a Proxy.
Shares represented by all properly executed Proxies received in time for the
meeting will be voted. Where a shareholder has specified a choice on the
Proxy with respect to Proposal 1 in the Notice of Special Meeting, his or her
shares will be voted accordingly. If no directions are given, the
shareholder's shares will be voted in favor of this Proposal. The cost of
soliciting Proxies will be borne by RE&A, which will reimburse brokerage
firms, custodians, nominees and fiduciaries for their expenses in forwarding
proxy material to the beneficial owners of the Fund's shares. Some officers
and employees of the Trust, Royce Fund Services, Inc. ("RFS"), the Fund's
distributor, and/or RE&A, the Fund's investment adviser, may solicit proxies
personally and by telephone, if deemed desirable. Shareholders vote at the
Special Meeting by casting ballots (in person or by proxy) which are
tabulated by one or two persons, appointed by the Board of Trustees before the
meeting, who serve as Inspectors and Judges of Voting at the meeting and who
have executed an Inspectors and Judges Oath. Neither abstentions nor broker
non-votes are counted in the tabulation of such votes.
On October 13, 1997, the record date for the meeting, there were 2,712,624
shares of the Fund outstanding. The shareholders entitled to vote are those
of record on that date. Each share is entitled to one vote on each item of
business at the meeting.
The following persons were known to the Trust to be beneficial owners or
owners of record of 5% or more of the Fund's outstanding shares of beneficial
interest as of the record date.
Name and Address Amount and Nature Percentage
of Owner of Ownership of Class
Charles Schwab & Co., Inc. 557,908 shares -- 20.6%
Attn. Mutual Fund Dept. Record
101 Montgomery Street
San Francisco, CA 94104-4122
<PAGE>
Name and Address Amount and Nature Percentage
of Owner of Ownership of Class
Bankers Trust Co. TTEE 410,983 shares -- 15.2%
FBO Carlisle Companies, Inc. Record
Master Retirement Trust
Attn: Steve Staranka
34 Exchange Place
Jersey City, NJ 07302-3901
As of such date, all of the trustees and officers of the Trust as a group
owned 65,130 shares of the Fund (2.4% of the outstanding shares).
Approval of the
New Investment Advisory Agreement
for the Fund
(Proposal 1)
The Board of Trustees of the Trust has approved, and recommended to the Fund's
shareholders for their approval, a new Investment Advisory Agreement between
The Royce Fund, on behalf of The REvest Growth & Income Fund, and RE&A.
Reason for the Proposed New Investment Advisory Agreement
On July 14, 1997, Thomas R. Ebright, President and controlling shareholder
of RE&A, passed away. Shortly thereafter, Jennifer E. Goff, his daughter,
was elected President of RE&A. Prior to his death, Mr. Ebright had owned
60%, Ms. Goff owned 20% and Ellen S. Ebright, Mr. Ebright's other daughter
and Jennifer E. Goff's sister, owned 20% of RE&A's outstanding voting
shares. Upon Mr. Ebright's death, a controlling interest in RE&A was
transferred by operation of law to the Executors of his Estate. This transfer
was an "assignment", for purposes of the Investment Company Act of 1940 (the
"1940 Act"), of the Investment Advisory Agreement made August 1, 1994 (the
"Original Agreement") by and between the Trust, with respect to the Fund, and
RE&A, and therefore caused the Original Agreement to automatically terminate.
The present Investment Advisory Agreement made July 22, 1997 (the "Present
Agreement") by and between the Trust, with respect to the Fund, and RE&A was
approved by the Trust's Board of Trustees, but not by the Fund's
shareholders, pursuant to Rule 15a-4 under the 1940 Act. Under that Rule, the
Present Agreement will terminate on November 11, 1997, if it or a new
investment advisory agreement is not approved by shareholders.
<PAGE>
Present Investment Advisory Agreement
The substantive provisions of the Original Agreement and those of the Present
Agreement have been in effect since August 1, 1994, when the Fund commenced
operation, except for a provision, effective January 1, 1997, which lowered
the fee payable to RE&A for assets of the Fund in excess of $50,000,000 from
1.00% to 0.75% per annum.
Under the Original and Present Agreements, RE&A determines the composition of
the Fund's portfolio, the nature and timing of the changes in it and the
manner of implementing the changes; provides the Fund with investment
advisory, research and related services for the investment of its funds;
furnishes, without expense to the Fund, the services of those of its officers
and full time employees as may be duly elected executive officers or trustees
of the Trust; pays its pro rata share of all of the salaries and expenses of
the Trust's executive officers; pays all expenses incurred in performing its
investment advisory duties under the Agreements; and is required to reimburse
the Trust for any space leased by the Trust and occupied by RE&A. The Fund
pays all of its own expenses (except those set forth above).
Present Advisory Fee
As compensation for its services under the Agreements, RE&A receives advisory
fees equal to 1.00% per annum of the first $50,000,000 of the Fund's average
net assets and 0.75% per annum of additional average net assets over
$50,000,000. For purposes of calculating these fees, average net assets means
average net assets of the Fund at the close of business on each day that the
value of its net assets is computed during the year. For the fiscal year
ended December 31, 1996, the Fund paid RE&A advisory fees amounting to
$375,493.
Proposed New Agreement
The proposed new Investment Advisory Agreement (the "New Agreement") continues
the present advisory fee and the other substantive provisions of the Original
and Present Agreements.
On July 22, 1997, the Trust's Board of Trustees held a special meeting to
consider whether to continue RE&A as the Fund's investment adviser. It heard
from Jennifer E. Goff, who had been assisting her father in managing the
Fund's portfolio prior to his death. Ms. Goff addressed, among other
subjects, her qualifications and business experience and plans for the Fund.
After considering (i) Ms. Goff's qualifications, business experience, role in
RE&A and approach to managing the Fund's portfolio (among other factors); (ii)
the investment performance of the Fund under RE&A's management; (iii) RE&A's
approach to managing the Fund's assets; and (iv) the costs and expenses of
the Fund, the Trustees voted unanimously to approve the Present Agreement.
At its September 25, 1997 regular meeting, the Board, after again considering
these factors, voted to recommend approval of the New Agreement to
shareholders. A copy of the New Agreement is attached hereto as Exhibit A.
<PAGE>
In approving the Present and New Agreements, the Trustees asked Charles M.
Royce, as a Trustee and President of the Trust, to monitor REvest's portfolio
activities for the Fund and to report to the Board as needed. Mr. Royce, who
is also a non-voting shareholder of RE&A, performs this function without cost
to REvest or RE&A.
The New Agreement will automatically terminate when the Executors of
Mr. Ebright's Estate distribute his voting shares of RE&A to his
beneficiaries. The Executors have informed the Trust that they expect to
distribute one-half of these shares to each of Mr. Ebright's daughters, so
that each of Jennifer E. Goff and Ellen S. Ebright will own 50% of RE&A's
outstanding voting shares and be a controlling person of RE&A. Ellen S.
Ebright has not been involved in RE&A's business and has no present intention
of doing so. Based on the foregoing, the Board has also approved a new
investment advisory agreement for the Fund that contains the same substantive
provisions as the New Agreement, to be entered into immediately following the
distribution of Mr. Ebright's voting shares of RE&A to his daughters. Fund
shareholder approval of the New Agreement will be deemed to include their
approval of this second new investment advisory agreement, provided that Mr.
Ebright's voting shares of RE&A are distributed as described above.
RE&A's Plans Following Shareholder Approval of
New Agreement
If the New Agreement is approved by the Fund's shareholders, RE&A intends to
continue its search to explore long-term strategic alternatives, which may
include either hiring a co-portfolio manager or developing a more formal
association with Royce & Associates, Inc., the investment adviser of the other
series of the Trust, or another suitable firm. The composition of the Fund's
shareholder base, the principles that guide RE&A's investment decisions and
the management philosophy it employs with respect to the Fund are all
important factors to be considered in this process. Before any such
arrangement is finalized, it will be submitted to the Board of Trustees for
its approval and, if required, to the Fund's shareholders for their approval.
-----------------------------------------
Recommendation of the Trustees; Required Votes
The Trustees recommend that the Fund's shareholders vote to approve
the new Investment Advisory Agreement between the Trust, on behalf of The
REvest Growth & Income Fund, and RE&A.
Such approval will require the favorable vote of the lesser of (i)
more than 50% of the Fund's outstanding shares and (ii) 67% or more of the
Fund's shares present or represented at the meeting, if the holders of more
than 50% of the Fund's shares are present or represented at the meeting.
<PAGE>
Certain Information as to the Directors, Officers and Shareholders of RE&A
Jennifer E. Goff is also President and a member of the Board of
Directors of RE&A. Ms. Goff's address is 50 Portland Pier, Portland, ME
04101-4721. Ellen S. Ebright is also a member of RE&A's Board of Directors.
She is an analyst with an accounting firm, and her address is 1025 16th
Avenue South, Suite 202, Nashville, TN 37212. The Executors of Mr. Ebright's
Estate are Joyce M. Ebright, his widow, and Earl L. Mummert, and their
addresses are 102 Chandler's Wharf, Portland, ME 04101 and 500 Nationwide
Drive, Harrisburg, PA 17110-5900, respectively. Joyce M. Ebright is also a
member of RE&A's Board of Directors, manager of Ebright Properties Limited
and Chairman of the Portland Pirates Hockey Team.
Charles M. Royce is President, Treasurer and a Trustee of the Trust
and a non-voting shareholder of RE&A. W. Whitney George, a Vice President
of the Trust, is deemed to be a non-voting shareholder of RE&A in his
capacity as trustee of a trust for the benefit of members of Mr. Royce's
family.
Adjournment of Meeting; Other Matters
In the event that sufficient votes in favor of Proposal 1 in the
Notice of Special Meeting are not received by the time scheduled for the
meeting, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies for such Proposal. Any
such adjournment will require the affirmative vote of a majority of the
shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of
Proposal 1. They will vote against any such adjournment those proxies
required to be voted against Proposal 1.
While the meeting has been called to transact any business that may
properly come before it, the only matter which the Trustees intend to present
is the matter stated in the Notice of Special Meeting. However, if any
additional matter properly comes before the meeting and on all matters
incidental to the conduct of the meeting, it is the intention of the persons
named in the enclosed Proxy to vote the Proxy in accordance with their
judgment on such matters unless instructed to the contrary.
Shareholder Proposals
The Trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to the
Secretary of the Trust, 1414 Avenue of the Americas, New York, New York
10019.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE.
<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE ROYCE FUND (The REvest Growth & Income Fund)
AND
ROYCE, EBRIGHT & ASSOCIATES, INC.
Agreement made this ____ day of November, 1997, by and between THE ROYCE FUND,
a Delaware business trust (the "Fund"), and ROYCE, EBRIGHT & ASSOCIATES,
INC., a Connecticut corporation (the "Adviser"), in respect of The REvest
Growth & Income Fund, a series of the Fund (the "Series").
The Fund and the Adviser hereby agree as follows in respect of the Series:
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 Series, the nature and timing of the changes therein and
the manner of implementing such changes, and (b) provide the Series with such
investment advisory, research and related services as the Series may, from
time to time, reasonably require for the investment of its funds. The Adviser
shall perform such duties in accordance with the applicable provisions of the
Fund's Declaration of Trust, By-Laws and current prospectus and any
directions it may receive from the Fund's Trustees.
2. Expenses Payable by the Series. Except as otherwise provided in
Paragraphs 1 and 3 hereof, the Fund shall be responsible for effecting sales
and redemptions of the Series' shares, for determining the net asset value
thereof and for all of the Series' other operations and shall cause the Series
to pay all administrative and other costs and expenses attributable to its
operations and transactions, including, without limitation, transfer agent
and custodian fees; legal, administrative and clerical services; rent for
office space and facilities; auditing; preparation, printing and distribution
of its prospectuses, proxy statements, shareholders' reports and notices;
supplies and postage; Federal and state registration fees; Federal, state and
local taxes; non-affiliated Trustees' fees; and brokerage commissions.
3. Expenses Payable by the Adviser. The Adviser shall furnish,
without expense to the Fund or to the Series, the services of those of its
officers and full-time employees who may be duly elected executive officers
or Trustees of the Fund, subject to their individual consent to serve and to
any limitations imposed by law, and shall pay its pro rata share of all of
the salaries and expenses of the Fund's executive officers. For purposes of
this Agreement, only the President, any Vice President and the Treasurer of
the Fund shall be deemed to be executive officers of the Fund. The Adviser
shall also pay all expenses which it may incur in performing its duties under
Paragraph 1 hereof and shall reimburse the Fund for any space leased by the
Fund and occupied by the Adviser. In the event the Fund shall qualify shares
of the Series for sale in any jurisdiction, the applicable statutes
<PAGE>
or regulations of which expressly limit the amount of the Series' total
annual expenses, the Adviser agrees to reduce its annual investment advisory
fee for the Series to the extent that such total annual expenses (other than
brokerage commissions and other capital items, interest, taxes, distribution
fees, extraordinary items and other excludable items, charges, costs and
expenses) exceed the limitations imposed on the Series by the most stringent
regulations of any such jurisdiction.
4. Compensation of the Adviser. The Fund agrees to cause the
Series to pay to the Adviser, and the Adviser agrees to accept, as
compensation for the services provided by the Adviser hereunder, advisory fees
equal to 1% per annum of the first $50,000,000 of the Series' average net
assets and 0.75% per annum of additional average net assets over
$50,000,000. For purposes of calculating these fees, average net assets will
mean the average net assets of the Series at the close of business on each day
that the value of its net assets is computed during the year. However, the
Fund and the Adviser may agree in writing to temporarily or permanently
reduce such fee. Such compensation shall be accrued on the Series' books at
the close of business on each day that the value of its net assets is
computed during each year and shall be payable to the Adviser monthly, on the
last day of each month, and adjusted as of year-end if required.
5. Excess Brokerage Commissions. The Adviser is hereby authorized,
to the fullest extent now or hereafter permitted by law, to cause the Series
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 Series.
6. Limitations on the Employment of the Adviser. The services of
the Adviser to the Series shall be deemed exclusive, and the Adviser may not
engage in any other business or render services to others, whether or not its
services to the Series hereunder would be impaired thereby. However, 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 Series, 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 Fund's Trustees, 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 Trustee, 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.
<PAGE>
8. Protection of the Adviser. The Adviser shall not be liable to the
Fund or to the Series 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 for the Series, and
the Series 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 the Series 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 for the
Series. 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 to the Series 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 Trustees 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.
9. Effectiveness, Duration and Termination of Agreement. This
Agreement shall become effective immediately upon approval by a majority of
the outstanding voting securities of the Series, and the Investment Advisory
Agreement made September 24, 1992 by and between the Fund and Quest Advisory
Corp. (now named Royce & Associates, Inc.) shall not apply as to the Series.
This Agreement shall remain in effect until April 30, 1999, 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 Trustees, including a majority of such Trustees who are not parties to
this Agreement or "interested periods" (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 Series and
the vote of the Fund's Trustees, including a majority of such Trustees 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 Series, or by the vote of a
majority of the Fund's Trustees 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.
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.
<PAGE>
10. Shareholder Liability. Notice is hereby given that this Agreement
is entered into on the Fund's behalf by an officer of the Fund in his
capacity as an officer and not individually and that the obligations of or
arising out of this Agreement are not binding upon any of the Fund's Trustees,
officers, employees, agents or shareholders individually, but are binding
only upon the assets and property of the Series.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the day and year first above written.
THE ROYCE FUND
By:___________________________
Charles M. Royce, President
ROYCE, EBRIGHT & ASSOCIATES, INC.
By:___________________________
Jennifer E. Goff,
President
<PAGE>
PROXY
PROXY THE REVEST GROWTH & INCOME FUND PROXY
1414 Avenue of the Americas
New York, NY 10019
This Proxy is Solicited on Behalf of the Board of Trustees
The undersigned hereby appoints Charles M. Royce and John E. Denneen, or
either of them, acting in absence of the other, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated on the reverse, all shares of the Fund held of record
by the undersigned on October 13, 1997, at the Special Meeting of Shareholders
to be held on November 6, 1997, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned shareholder. If no direction is made, this Proxy will be
voted FOR Proposal 1.
PLEASE VOTE , DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on reverse. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________ ________________________________
_______________________________ ________________________________
_______________________________ ________________________________
<PAGE>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
_________________________________________
THE REVEST GROWTH & INCOME FUND
_________________________________________ For Against Abstain
1. PROPOSAL TO APPROVE A NEW INVESTMENT
ADVISORY AGREEMENT BETWEEN THE
ROYCE FUND, ON BEHALF OF THE REVEST
GROWTH & INCOME FUND, AND ROYCE,
EBRIGHT & ASSOCIATES, INC.
2. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at right if an []
address change or
comment has been noted on the
reverse side of this card.
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
