Royce Makes Changes in Availability of Two Funds

Effective at the close of business (4:00 p.m. EST) on Friday, January 29, 2010, Royce Premier Fund and Royce Micro-Cap Fund will be open only to existing shareholders and existing relationships. Each Fund is making this change in an effort to moderate cash flows, which have been considerable in light of the recent relative outperformance by small-cap and micro-cap companies. Stable cash flows are critical to managing each Fund’s portfolio. Thus, we think it is in the best interests of the Funds’ existing shareholders and relationships to moderate net cash flows into these Funds at this time.All investments received or postmarked on or before each Fund’s closing on Friday, January 29 at 4:00 p.m. Eastern time will be processed.Each Fund will remain open to the following:

• Existing investors—in their own name or as beneficial owner of shares held in someone else’s name—for example, a nominee, custodian or omnibus account holding shares for the benefit of an investor would not be eligible to open a new account for its own benefit or for the benefit of another investor, but the investor would be eligible to open a new account in that Fund;
• Registered Investment Advisors with existing clients in the Fund. Registered Investment Advisors who currently have clients in the Fund may open new accounts as well as add to existing accounts in whichever Fund had been held, Royce Premier or Royce Micro-Cap Fund;
• Certain pre-approved asset allocation based investment programs and, for a limited time, initial investments by certain institutional investors approved by the Funds’ investment adviser;
• Certain pre-approved “Retirement Plans” offered through certain broker-dealers with accounts held on the books of the Fund through omnibus account arrangements (either at the plan level or at the level of the financial intermediary). “Retirement Plans” include 401(k) plans, 457 plans, employer sponsored 403(b) plans, defined benefit pension plans, profit sharing plans, nonqualified deferred compensation plans, other similar employer-sponsored retirement plans and rollover accounts from such plans to individual retirement vehicles such as Traditional and Roth IRAs.

Existing shareholders in other Royce Funds will not be permitted to open new accounts in Royce Premier or Royce Micro-Cap Fund after January 29, 2010, nor will they be permitted to acquire shares of these Funds by exchange. Fund distributions will continue to be reinvested, unless a shareholder has elected otherwise.Royce Premier Fund generally invests in a limited number of small-cap securities with market capitalizations between $500 million and $2.5 billion. As of December 31, 2009, the Fund had total net assets of $5.2 billion.

Royce Micro-Cap Fund generally invests in the equity securities of micro-cap companies, those with stock market capitalizations up to $500 million. As of December 31, 2009, the Fund had total net assets of $1.1 billion. Any changes to each Fund’s respective status will be posted at www.roycefunds.com.An investor in Royce Premier or Micro-Cap Fund should consider the Fund’s investment goal, risks, fees and expenses carefully before investing. A prospectus containing this and other important information may be obtained by calling Investor Services at (800) 221-4268 or by visiting www.roycefunds.com. Please read the prospectus carefully before investing or sending money. Royce Fund Services, Inc., the Funds’ distributor, is a member of FINRA and the SIPC.Please contact Joanne Newgard at (800) 562-0880 with any questions.