As
filed with the Securities and Exchange Commission on August 8. 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. )
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by the Registrant ☒
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by a Party other than the Registrant ☐
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the appropriate box:
| ☐ | Preliminary
Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive
Proxy Statement |
| ☐ | Definitive
Additional Materials |
| ☐ | Soliciting
Material Pursuant to §240.14a-12 |
ROYCE
SMALL-CAP TRUST, INC.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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of Filing Fee (Check the appropriate box):
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ROYCE
SMALL-CAP TRUST, INC.
(formerly Royce Value Trust, Inc.)
745
Fifth Avenue
New
York, New York 10151
NOTICE
OF ANNUAL MEETING OF
STOCKHOLDERS
SCHEDULED TO BE HELD ON
SEPTEMBER
30, 2024
To
the Stockholders of ROYCE SMALL-CAP TRUST, INC.:
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Meeting”) of ROYCE SMALL-CAP TRUST, INC. (the “Fund”)
will be held at the offices of the Fund, 745 Fifth Avenue, New York, New York 10151 on Monday, September 30, 2024, at 11:00 a.m.
(Eastern Time), for the following purposes:
| 1. | To
elect three Directors to the Fund’s Board of Directors. |
| 2. | To
transact such other business as may properly come before the Meeting or any postponement
or adjournment thereof. |
The
Board of Directors of the Fund has set the close of business on Friday, July 26, 2024, as the record date for determining those
stockholders entitled to vote at the Meeting or any postponement or adjournment thereof, and only holders of record at the close
of business on that day will be entitled to vote.
IMPORTANT
To
save the Fund the expense of additional proxy solicitation, please mark 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. You may also authorize a proxy to vote your shares via telephone or the Internet by following the instructions
on the proxy card or Notice of Internet Availability of Proxy Materials. Please take advantage of these prompt and efficient proxy
authorization options. The accompanying Proxy is solicited on behalf of the Board of Directors of the Fund, 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 Directors,
John
E. Denneen
Secretary
August
5, 2024
IMPORTANT
NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL MEETING
OF STOCKHOLDERS SCHEDULED TO BE HELD ON
SEPTEMBER
30, 2024
THE
NOTICE, PROXY STATEMENT
AND PROXY CARD FOR THE FUND
ARE AVAILABLE AT
WWW.PROXYVOTE.COM
PROXY
STATEMENT
ROYCE
SMALL-CAP TRUST, INC.
(formerly Royce Value Trust, Inc.)
745
Fifth Avenue
New
York, New York 10151
ANNUAL
MEETING OF STOCKHOLDERS
September
30, 2024
INTRODUCTION
The
enclosed Proxy is solicited on behalf of the Board of Directors of the Fund (the “Board”) for use at the Annual Meeting
of Stockholders (the “Meeting”) of Royce Small-Cap Trust, Inc. (the “Fund”), to be held at the offices
of the Fund, 745 Fifth Avenue, New York, New York 10151, on Monday, September 30, 2024, at 11:00 a.m. (Eastern Time) and at any
postponements or adjournments thereof. The approximate initial mailing date of the Notice of Internet Availability of Proxy Materials
is August 12, 2024.
All
properly executed Proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. Unless instructions to the contrary are marked, Proxies will be voted “FOR”
the election of the Director nominees of the Fund.
You
may revoke your Proxy at any time before it is exercised by sending written instructions to the Secretary of the Fund at the Fund’s
address indicated above or by filing a new Proxy with a later date, and any stockholder attending the Meeting may vote in person,
whether or not he or she has previously filed a Proxy.
The
cost of soliciting proxies will be borne by the Fund, 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 of common stock (“Common
Stock”). Some officers and employees of the Fund and/or Royce & Associates, LP, the Fund’s investment adviser,
may solicit proxies personally and by telephone, if deemed desirable. Royce & Associates, LP primarily conducts its business
under the name Royce Investment Partners (“Royce”). Stockholders vote at the Meeting by casting ballots (in person
or by proxy) which are tabulated by one or two persons, appointed by the Board before the Meeting, who serve as Inspectors and
Judges of Voting at the Meeting and who have executed an Inspectors’ and Judges’ Oath.
The
Board has set the close of business on July 26, 2024, as the record date (the “Record Date”) for determining those
stockholders entitled to vote at the Meeting or any postponement or adjournment thereof, and only holders of record at the close
of business on that day will be entitled to vote. Stockholders on the Record Date will be entitled to one vote for each outstanding
share of Common Stock held (proportional voting rights for fractional shares held), with no shares having cumulative voting rights.
The
Board knows of no business other than that stated in Proposal 1 of the Notice of Annual Meeting that will be presented for consideration
at the Meeting. If any other matter is properly presented at the Meeting or any postponement or adjournment thereof, it is the
intention of the persons named on the enclosed Proxy to vote in accordance with their best judgment.
PROPOSAL
1: ELECTION OF DIRECTORS
At
the Meeting, three members of the Board will be elected. The Board has seven Directors. The seven Directors are currently divided
into three classes, each class having a term of office of three years. The term of office of one class expires each year. Each
of Cecile B. Harper, G. Peter O’Brien, and Julia W. Poston currently serves as a Class I Director and has been nominated
by the Board to serve as a Class I Director for a three-year term to expire at the Fund’s 2027 Annual Meeting of Stockholders
or until such time that his or her successor is duly elected and qualified. The classes of Directors and their respective terms
are indicated below.
CLASS
I DIRECTORS TO SERVE UNTIL 2027 ANNUAL MEETING OF STOCKHOLDERS
Cecile
B. Harper
G.
Peter O’Brien
Julia W. Poston
CLASS
III DIRECTORS SERVING UNTIL 2026 ANNUAL MEETING OF STOCKHOLDERS
Christopher
D. Clark
Christopher
C. Grisanti
CLASS
II DIRECTORS SERVING UNTIL 2025 ANNUAL MEETING OF STOCKHOLDERS
Patricia
W. Chadwick
Michael K. Shields
All
Director nominees have agreed to serve if elected, and the Fund’s management has no reason to believe that any of them will
be unavailable for service as a Director. However, if any of them becomes unwilling or unable to serve, the persons named in the
accompanying Proxy will vote for the election of such other persons, if any, as the Board may nominate.
Interested
Director
Certain
biographical and other information concerning Christopher D. Clark, an “interested person” as defined in the Investment
Company Act of 1940, as amended (the “Investment Company Act”), of the Fund, including his current designated class,
is set forth below.
Name,
Address* and
Principal Occupations
During Past Five Years |
Age
|
Positions
With the Fund |
Length
of Time Served |
Current
Term Expires |
Number
of Portfolios in Fund Complex Overseen |
Other
Public Company Directorships |
Christopher
D. Clark
Chief
Executive Officer (since July 2016), President (since July 2014), Co-Chief Investment Officer (since January 2014), Managing Director,
and Member of the Board of Managers (since June 2015) of Royce, having been employed by Royce since May 2007. President and Member
of Board of Directors/Trustees of the Fund, Royce Micro-Cap Trust, Inc. (“RMT”), Royce Global Trust, Inc. (“RGT”),
The Royce Fund (“TRF”), and Royce Capital Fund (“RCF”) (the Fund, RMT, RVT, TRF, and RCF are collectively
referred to as, “The Royce Funds”). |
59 |
Class
III Director and President† |
2014 |
2026 |
16 |
None |
*
The address of Mr. Clark is c/o Royce Investment Partners, 745 Fifth Avenue, New York, New York 10151.
†
Mr. Clark was elected by, and serves at the pleasure of, the Board in his capacity as an officer of the Fund.
Mr.
Clark is an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act due
to the position he holds with Royce. There are no family relationships between any of the 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 Investment Company Act, of the Fund, including their current designated classes, is set forth
below.
Name,
Address* and
Principal Occupations
During Past Five Years** |
Age |
Positions
With the Fund |
Length of
Time
Served |
Current
Term
Expires |
Number
of Portfolios in
Fund
Complex Overseen |
Other
Public Company Directorships |
Patricia
W. Chadwick
Consultant
and President, Ravengate Partners LLC (since 2000). |
75 |
Class
II Director |
2010 |
2025 |
16 |
Voya
Funds
Wisconsin
Energy Corp. (until 2022)
|
Christopher
C. Grisanti
Chief
Equity Strategist and Senior Portfolio Manager, MAI Capital Management LLC (investment advisory firm) (since May 2020). Formerly
Co-Founder and Chief Executive Officer, Grisanti Capital Management LLC (investment advisory firm) (from 1999 to 2020); Director
of Research and Portfolio Manager, Spears Benzak, Salomon & Farrell (from 1994 to 1999); and Senior Associate, Simpson, Thacher
& Bartlett (law firm) (from 1988 to 1994). |
62 |
Class
III Director |
2017 |
2023 |
16 |
None |
Cecile
B. Harper
Chief
Financial Officer and Chief Operating Officer, College Foundation at the University of Virginia (since October 2019). Formerly
Board Member, Pyramid Peak Foundation (January 2012 to 2022); Board Member, Regional One Health Foundation (from June 2013 to
September 2019); and Principal, Southeastern Asset Management (from December 1993 to September 2019). |
61 |
Class
I Director |
2020 |
2024 |
16 |
Alarm.com
Holdings, Inc.+
(since
May 2024)
|
G.
Peter O’Brien
Trustee
Emeritus, Colgate University (since 2005); and Emeritus Board Member, Hill House, Inc. (since 2019). Formerly Director, TICC Capital
Corp. (from 2003-2017); Trustee, Colgate University (from 1996 to 2005); President, Hill House, Inc. (from 2001 to 2005); Board
Member, Hill House, Inc. (from 1999 to 2019); Director, Bridges School (from 2006 to 2018); and Managing Director/Equity Capital
Markets Group, Merrill Lynch & Co. (from 1971 to 1999). |
78 |
Class
I Director |
2001 |
2024 |
71
(Director/Trustee
of The Royce Funds, consisting of 16 portfolios; Director/Trustee of the Legg Mason Family of Funds, consisting of 55
portfolios)
|
None |
Name, Address* and
Principal Occupations
During Past Five Years** |
Age
|
Positions
With the
Fund |
Length
of Time
Served |
Current
Term
Expires |
Number
of Portfolios in
Fund
Complex Overseen |
Other Public
Company Directorships |
Julia
W. Poston
Director,
Member of Nominating/Governance Committee, and Chair of Audit Committee, Al. Neyer Corporation (since 2020); Director, Member
of Governance Committee, and Chair of Audit Committee, Master Fluid Solutions (since 2021); Trustee and Chair of Finance/Audit
Committee, Cincinnati Museum Center (non-profit) (since 2015); and Director and Founder, Cincinnati Women’s Executive Forum
(non-profit) (since 2010). Formerly Senior Client Partner (2002-2020) and Assurance Practice Group Leader for Ohio Valley Region
(2014-2019), Ernst & Young, LLP (international accounting and services firm); and Audit Partner, Arthur Andersen LLP (international
accounting and services firm) (1982-2002). |
64 |
Class
I Director++ |
2023 |
2024 |
16 |
AuguStar
Variable Insurance Products Fund, Inc.+++
(since
2022)
The
James
Advantage Funds++++
(since 2022)
|
Michael
K. Shields
Chairman,
UNC Charlotte Investment Fund Board (since February 2016); and Chairman, Halftime Carolinas Board (since February 2011). Formerly
President and Chief Executive Officer, Piedmont Trust Company (privately-owned North Carolina trust company) (from February 2012
to December 2023); Owner, Shields Advisors (investment consulting firm) (from April 2010 to June 2012); President and Chief Executive
Officer, Eastover Capital Management (2005-2007); President and Chief Executive Officer, Campbell, Cowperthwait & Co. (investment
subsidiary of U.S. Trust Corporation) (1997-2002); and equity portfolio manager and co-manager of Quality Growth Team, Scudder,
Stevens & Clark (1992-1997). |
66 |
Class
II Director |
2015 |
2025 |
16 |
None |
*
The address of each of Mses. Chadwick, Harper, and Poston and Messrs. Grisanti, O’Brien, and Shields is c/o Royce Investment
Partners, 745 Fifth Avenue, New York, New York 10151.
**
Each of Mses. Chadwick, Harper, and Poston and Messrs. Grisanti, O’Brien, and Shields is also a director/trustee of all
of the other investment companies constituting The Royce Funds and a member of the Audit Committee and the Nominating Committee
of the Board.
+
Ms. Harper is also a member of the Nominating and Corporate Governance Committee of Alarm.com Holdings, Inc.
++
Ms. Poston was nominated to be an Independent Director by the Nominating Committee of the Fund. She was elected as a Class
I Director by a majority of the Board as of the close of business on July 12, 2023.
+++
Ms. Poston is also a member of the Audit Committee of AuguStar Variable Insurance Products Fund, Inc.
++++
Ms. Poston is also Chair
of the Audit Committee of The James Advantage Funds.
The
Independent Directors have adopted a retirement policy that calls for the retirement of each Independent Director from the Board
on December 31 of the year in which he or she reaches the age of 79, subject to waiver in the discretion of the Board.
Additional
information about each Director follows (supplementing the information provided in the tables above) that describes some of the
specific experiences, qualifications, attributes or skills that each Director possesses, which the Board believes has prepared
them to be effective Directors.
| ● | Christopher
D. Clark – In addition to his tenure as a Director/Trustee of The Royce Funds,
Mr. Clark serves as Chief Executive Officer, President, Co-Chief Investment Officer,
and a Member of the Board of Managers of Royce, having been employed by Royce since 2007.
Mr. Clark has over 25 years of investment and business experience, including extensive
experience in the financial sector. |
| ● | Patricia
W. Chadwick – In addition to her tenure as a Director/Trustee of The Royce
Funds, Ms. Chadwick is designated as an Audit Committee Financial Expert. Ms. Chadwick
has over 30 years of investment and business experience, including extensive experience
in the financial sector and as a consultant to business and non-profit entities. In addition,
Ms. Chadwick has served on the boards of a variety of public and private companies and
non-profit entities, including currently serving on the board of a investment company
that is not affiliated with Royce or the Fund. |
| ● | Christopher
C. Grisanti – In addition to his tenure as lead independent Director/Trustee
of The Royce Funds, Mr. Grisanti serves as Chief Equity Strategist and Senior Portfolio
Manager at MAI Capital Management LLC, an investment advisory firm. He previously co-founded and served as Chief Executive Officer of Grisanti Capital Management LLC, an
investment advisory firm. Mr. Grisanti has over 20 years of investment industry experience. |
| ● | Cecile
B. Harper – In addition to her tenure as a Director/Trustee of The Royce Funds,
Ms. Harper has over 25 years of business experience in the asset management sector. In
addition, Ms. Harper has served on the boards of various philanthropic entities. |
| ● | G.
Peter O’Brien – In addition to his tenure as a Director/Trustee of The
Royce Funds and of the Legg Mason Family of Funds, Mr. O’Brien has served as Chair
of the Board’s Nominating Committee in the past, including during 2023. Mr. O’Brien
has over 35 years of business experience, including extensive experience in the financial
sector. In addition, Mr. O’Brien has served on the boards of public companies and
non-profit entities. |
| ● | Julia
W. Poston – In addition to her tenure as an independent Director/Trustee of
The Royce Funds, Ms. Poston serves as Chair of the Board’s Audit Committee, acting
as liaison between the Board and the Funds’ independent registered public accountants,
and is designated as an Audit Committee Financial Expert. Ms. Poston has over 40 years
of business experience, including extensive experience in the financial sector. In addition,
Ms. Poston serves on the boards of various operating companies, investment companies,
and non-profit entities. |
| ● | Michael
K. Shields – In addition to his tenure as a Director/Trustee of The Royce Funds,
Mr. Shields serves as Chairman of the UNC Charlotte Investment
Fund Board and has served as Executive Officer of Piedmont Trust Company, a private
North Carolina trust company. Mr. Shields has over 30 years of investment and business
experience, including extensive experience in the financial sector. |
The
Board believes that each Director’s experience, qualifications, attributes and skills should be evaluated on an individual
basis and in consideration of the perspective 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 management, service
providers and counsel, in order to exercise effective business judgment in the performance of their 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 practice, public service or academic positions; experience from service
as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit
entities or other organizations; and/or other life experiences. The charter for the Board’s Nominating Committee contains
certain other specific factors considered by the Nominating Committee in identifying and selecting Director candidates (as described
below).
To
assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel,
who participates in Board meetings and interacts with Royce, and also may benefit from information provided by Royce’s internal
counsel; both the Board’s and Royce’s internal counsel have significant experience advising funds and fund board members.
The Board and its committees have the ability 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 Fund’s Directors not be “interested persons” (as defined
in the Investment Company Act) of the Fund and as such are not affiliated with Royce (“Independent Directors”). To
rely on certain exemptive rules under the Investment Company Act, a majority of the Fund’s Directors must be Independent
Directors, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates,
the Investment Company Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently,
six of the Fund’s seven 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 designated Christopher C. Grisanti as lead Independent Director.
As lead Independent Director, Mr. Grisanti generally acts as chair of meetings or executive
sessions of the Independent Directors and, when appropriate, represents the views of the Independent
Directors to Royce management. The Board has determined that
its leadership structure is appropriate in light of the services that Royce and its affiliates provide to the 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, G. Peter O’Brien, Julia W. Poston, and Michael
K. Shields. Ms. Poston serves as Chair of the Audit Committee. Ms. Chadwick, and Ms. Poston have been designated as Audit Committee
Financial Experts, as defined under Securities and Exchange Commission (“SEC”) regulations.
The
principal 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 independence; 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 has
adopted an Audit Committee charter for the Fund, a copy of which was included as an exhibit to the Proxy Statement for the
Fund’s 2022 Annual Meeting of Stockholders. A copy of the Audit Committee charter for the Fund may be obtained by
calling 1-800-221-4268.
The
Audit Committee also has (i) received written disclosures and the letter required by Independence Standards Board Standard No.
1 from PricewaterhouseCoopers LLP (“PWC”), the Fund’s independent auditors for the fiscal year ended December
31, 2023, and (ii) discussed certain matters required to be discussed under the requirements 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 independence.
At
its meeting held on February 16, 2024, the Audit Committee reviewed and discussed the audit of the Fund’s financial statements
as of December 31, 2023, and for the fiscal year then ended with Fund 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
2023 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 2023 Annual Report to Stockholders.
Nominating
Committee
The
Board has a Nominating Committee (the “Nominating Committee”) composed of the six Independent Directors, namely Ms.
Chadwick, Ms. Harper, and Ms. Poston, and Messrs. Grisanti, O’Brien, and Shields. Mr. O’Brien currently serves as
the Chair of the Nominating Committee. The Board has adopted a Nominating Committee charter for the Fund, a
copy of which was included as an exhibit to the Proxy Statement for the Fund’s 2022 Annual Meeting of Stockholders. A copy
of the Nominating Committee charter for the Fund may be obtained by calling 1-800-221-4268.
The
Nominating Committee is responsible for identifying and recommending to the Board individuals believed to be qualified to
become Board members in the event that a position is vacated or created. The Nominating Committee will consider Director
candidates recommended by stockholders. In considering potential nominees, the Nominating Committee will take into
consideration (i) the contribution which the person can make to the 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 whether 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 Small-Cap 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 lead Independent Director and the Chair 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 Chair 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 or activities.
Committee
and Board of Directors Meetings
During
the year ended December 31, 2023, the Board held six meetings, the Audit Committee held three meetings, and the Nominating Committee
held three meetings. The Distribution Committee took action in respect of the Fund four times by written consent. Each Director
in office during the year ended December 31, 2023 attended 75% or more of the aggregate of the total number of meetings of the
Board and the total number of meetings of the Audit Committee and the Nominating Committee held during that year.
Compensation
of Directors
For
the period January 1, 2023, to December 31, 2023, each of the Independent Directors was paid at an annual rate of $20,000 for
serving on the Board, plus $1,100 for each Board meeting attended. In addition, Christopher D. Grisanti received an additional
$2,951 from the Fund for serving as lead Independent Director and Arthur S. Mehlman received an additional $1,968 from the Fund
for serving as Chair of the Audit Committee for the year ended December 31, 2023. Mr.
Mehlman retired as a member of the Board effective as of the close of business on December 31, 2023. No
Director received remuneration for services as a Director for the year ended December 31, 2023, in addition to or in lieu of this
standard arrangement. Each Independent Director will continue to receive an annual rate of $20,000 for serving on the Board, plus
$1,100 for each Board meeting attended for the year ending December 31, 2024. Christopher D. Grisanti will continue to receive
an additional $2,951 from the Fund for serving as lead Independent Director and Julia W. Poston will receive an additional $1,968
from the Fund for serving as Chair of the Audit Committee for the year ending December 31, 2024.
Set
forth below is the aggregate compensation paid by the Fund and the total compensation paid by The Royce Funds and the Fund Complex
to each Independent Director of the Fund for the year ended December 31, 2023.
Name |
Aggregate
Compensation
From
the Fund |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Estimated
Annual Benefits upon Retirement |
Total
Compensation From The Royce Funds Paid to Directors |
Total
Compensation From The Fund and Fund Complex Paid to Directors* |
Patricia
W.
Chadwick,
Director |
$25,500 |
None |
None |
$248,300 |
$248,300 |
Christopher
C.
Grisanti,
Director |
$28,451 |
None |
None |
$278,300 |
$278,300 |
| Cecile
B. Harper, Director |
$25,500 |
None |
None |
$248,300 |
$248,300 |
Arthur
S.
Mehlman,
Director** |
$27,468 |
None |
None |
$268,300 |
$268,300 |
G.
Peter O’Brien,
Director |
$25,500 |
None |
None |
$248,300 |
$698,300 |
| Julia
W. Poston, Director*** |
$11,548 |
None |
None |
$113,021 |
$113,021 |
Michael
K.
Shields,
Director |
$25,500 |
None |
None |
$248,300 |
$248,300 |
*
Represents aggregate compensation paid to each
Director during the calendar year ended December 31, 2023, from the Fund Complex. As of the date of this Proxy Statement, the
Fund Complex includes the 16 portfolios of The Royce Funds and 55 portfolios of the Legg Mason Funds. In addition to serving as
Directors/Trustees of The Royce Funds during the calendar year ended December 31, 2023, G. Peter O’Brien served as a Director/Trustee
of the Legg Mason Funds for the calendar year ended December 31, 2023.
**
Mr. Mehlman retired as a member of the Board effective as of the close of business on December 31, 2023.
***
Ms. Poston became a member of the Board effective as of the close of business on July 12, 2023.
Officers
of the Fund
Officers
of the Fund are elected each year by the Board. The following sets forth information concerning the Fund’s officers:
| Name,
Address* and Principal Occupations During Past Five Years |
Age |
Office** |
Officer
of Fund Since |
Christopher
D. Clark,
Chief
Executive Officer (since July 2016), President (since July 2014), Co-Chief Investment Officer (since January 2014), and Member
of the Board of Managers (since June 2015) of Royce, having been employed by Royce since May 2007. |
59 |
President |
2014 |
Francis
D. Gannon,
Co-Chief
Investment Officer (since January 2014) and Managing Director of Royce, having been employed by Royce since September 2006. |
56 |
Vice
President |
2014 |
Peter
K. Hoglund,
Chief
Financial Officer, Chief Administrative Officer, and Managing Director of Royce, having been employed by Royce since December
2014. Prior to joining Royce, Mr. Hoglund spent more than 20 years with Munder Capital Management in Birmingham, MI, serving as
Managing Director and Chief Financial Officer and overseeing all financial aspects of the firm. |
58 |
Treasurer |
2015 |
Daniel
A. O’Byrne,
Principal
and Vice President of Royce, having been employed by Royce since October 1986. |
62 |
Vice
President |
1994 |
John
E. Denneen,
General
Counsel, Managing Director, Chief Legal and Compliance Officer, Secretary, and, since 2015, Member of the Board of Managers
of Royce; Secretary and Chief Legal Officer of The Royce Funds. |
57 |
Secretary
and Chief
Legal Officer |
1996
to
2001
and
since
2002 |
John
P. Schwartz,
Chief
Compliance Officer of The Royce Funds (since May 2022); and Associate General Counsel and Compliance Officer of Royce (since March
2013). |
53 |
Chief
Compliance
Officer |
2022 |
*
The address of each officer of the Fund is c/o Royce Investment Partners, 745 Fifth Avenue, New York, New York 10151.
**
Each officer of the Fund is elected by, and serves at the pleasure of, the Board.
Stockholder
Communications
Stockholders
may send written communications to the Board or to an individual Director by mailing such correspondence to the Secretary of the
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 no formal policy regarding Director attendance at stockholder meetings. One Director attended the Fund’s 2023 Annual
Meeting of Stockholders.
Compliance
with Section 16(a) of the Exchange 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 equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
SEC and the New York Stock Exchange. Officers, Directors and greater than ten percent stockholders are required by SEC regulations
to furnish the Fund with copies of all Forms 3, 4 and 5 they file.
Based
solely on the Fund’s review of the copies of such forms and amendments thereto, furnished to it during or with respect to
its most recent fiscal year, and written representations from certain reporting persons that they were not required to file Form
5 with respect to the most recent fiscal year, the Fund believes 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 requirements of 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 115,346,161 shares of Common Stock outstanding.
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:
| Name
and Address of Owner |
Amount
and
Nature
of Ownership |
Percent |
Cede
& Co.*
Depository
Trust Company
P.O.
Box #20
Bowling
Green Station
New
York, NY 10028 |
113,958,604
shares – Record* |
98.80% |
*
Shares held by brokerage firms, banks and other financial intermediaries on behalf of beneficial owners are registered in the
name of Cede & Co.
To
the knowledge of the Fund, no person owned beneficially more than 5% of its outstanding shares of Common Stock as of the Record
Date, except as listed below:
| Name
and Address of Beneficial Owner |
Amount
of Beneficial Ownership |
Percentage
of Beneficial Ownership |
Bank
of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, NC 28255
|
5,727,114
shares* |
5.10%* |
*
Information is provided as of December 31, 2023, as set forth in the report on Schedule 13G filed by Bank
of America Corporation with the Securities and Exchange Commission on February 13, 2024.
Information
relating to each Director’s ownership of shares of Common Stock as of the Record Date and of shares of The Royce Funds overseen
by each Director is set forth below:
Name |
Aggregate
Dollar Range of Equity in the Fund |
Aggregate
Dollar Range of Securities in all Royce Funds overseen by each Director in the Royce Family of Funds |
| |
|
|
| Interested
Director: |
|
|
| Christopher
D. Clark |
Over
$100,000 |
Over
$100,000 |
| |
|
|
| Non-Interested
Directors: |
|
|
| Patricia
W. Chadwick |
None |
Over
$100,000 |
| Christopher
C. Grisanti |
$50,001-$100,000 |
Over
$100,000 |
| Cecile
B. Harper |
$50,001-$100,000 |
Over
$100,000 |
| G.
Peter O’Brien |
$50,001-$100,000 |
Over
$100,000 |
| Julia
W. Poston* |
None |
None |
| Michael
K. Shields |
$10,001-$50,000 |
Over
$100,000 |
*
Ms. Poston became a member of the Board effective
as of the close of business on July 12, 2023.
Information
regarding ownership of shares of Common Stock by the Fund’s Directors and officers as of the Record Date is set forth below:
Name
and Address* of Owner |
Amount
of Beneficial Ownership of Shares of Common Stock |
| |
|
| Interested
Director: |
|
| Christopher
D. Clark |
32,657 |
| |
|
| Non-Interested
Directors: |
|
| Patricia
W. Chadwick |
None |
| Christopher
C. Grisanti |
3,200 |
| Cecile
B. Harper |
5,500 |
| G.
Peter O’Brien |
3,887 |
| Julia
W. Poston** |
None |
| Michael
K. Shields |
900 |
| Interested
Officers***: |
|
| Francis
D. Gannon |
4,079 |
| Peter
K. Hoglund |
None |
| Daniel
A. O’Byrne |
11,128 |
| John
E. Denneen |
6,744 |
| John
P. Schwartz |
None |
*
The address of each Director and each officer is c/o Royce Investment Partners, 745 Fifth Avenue, New York, New York 10151.
**
Ms. Poston became a member of the Board effective after the close of business on July 12, 2023.
***
Does not include shares of Common Stock beneficially owned by Mr. Clark, if any, which information is set forth immediately above
under “Interested Director.”
As
of the Record Date, all Directors and officers of the Fund, as a group (12 persons), beneficially owned an aggregate of less than
1% of the Fund’s outstanding shares of Common Stock.
As
of the Record Date, no Independent Director or any of his or her immediate family members directly or indirectly owned any securities
issued by Franklin Resources, Inc. (“Franklin”), 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.
The
Board of Directors of the Fund recommends that all stockholders vote “FOR” all of the Director nominees.
FEES
PAID TO INDEPENDENT AUDITORS
Audit
Fees
The
aggregate fees paid to PWC in connection with the annual audit of the Fund’s financial statements and for services normally
provided by PWC in connection with the statutory and regulatory filings of the Fund for the fiscal years ended December 31, 2023,
and December 31, 2022, were $52,447 and $49,478,
respectively.
Audit
Related Fees
No
fees were paid to PWC in connection with assurance and related services related to the annual audit of the Fund and for review
of the Fund’s financial statements, other than the Audit Fees described above, for the fiscal years ended December 31, 2023,
and December 31, 2022.
Tax
Fees
The
aggregate fees paid for tax-related services, including preparation of tax returns, tax compliance and tax advice, rendered
by PWC to the Fund for the fiscal years ended December 31, 2023, and December 31, 2022, were $11,173 and $10,541,
respectively .
All
Other Fees
There
were no other fees billed for non-audit services rendered by PWC to the Fund for the fiscal years ended December 31, 2023, and
December 31, 2022. The aggregate non-audit fees billed by PWC for services rendered to Royce and any entity controlling, controlled
by, or under common control with Royce that provides ongoing services to the Fund for the fiscal years ended December 31, 2023,
and December 31, 2022, were $11,173 and $10,541,
respectively. The Audit Committee has determined that the provision of non-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 year ended December 31, 2023, except for those other
professional services performed by PWC in its capacity as the independent registered public accounting firm for Royce; those certain
investment companies for which Royce acts as investment adviser; Franklin, an indirect corporate parent of Royce; certain Franklin
affiliates; and certain investment companies for which Franklin affiliates act as investment adviser. No representatives of PWC
are expected to be present at the Meeting.
Audit
Committee’s Pre-Approval Policies and Procedures
The
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 Audit Committee, the independent auditors of the Fund will submit a schedule of proposed
audit, audit-related, tax and other non-audit services to be rendered to the Fund and/or Royce and its affiliates for the 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 fees will be considered at the
next regularly scheduled Audit Committee meeting. Services not presented for pre-approval at the September or October meeting
of the Audit Committee will be submitted to the Chief Financial Officer of the Fund for a determination that the proposed services
fit within the independence guidelines and then considered for pre-approval at the next regularly scheduled Audit Committee meeting.
A proposal to commence an engagement involving audit, audit-related or tax services prior to the 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 engagement, 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 Audit Committee is required for a proposed engagement involving non-audit services other than audit-related
or tax.
ADDITIONAL
INFORMATION
Adjournment
or Postponement of Meeting; Other Matters
If
sufficient votes to approve Proposal 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’s Bylaws until sufficient votes to approve Proposal 1 in the Notice of Annual Meeting of Stockholders shall
be 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 Record Date (i.e., July 26, 2024).
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
Fund 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, without instructions
from such customers and clients, grant authority to the proxies designated by the Fund to vote 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 voting
such shares in the same proportion as they have voted shares for which they have received instructions.
The
shares as to which the Proxies so designated are granted authority by broker-dealer firms to vote on the matters to be considered
at the Meeting, 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 total number of votes present for purposes 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 Directors.
Maryland
Control Share Acquisition Act and Related Litigation
The
Fund previously opted into the provisions of the Maryland Control Share Acquisition Act (the “MCSAA”). Generally,
the MCSAA provides that a holder of “control shares” (as defined in the MCSAA) of a Maryland corporation (e.g., the
Fund) acquired in a “control share acquisition” (as defined in the MCSAA) would not be entitled to vote its control
shares except to the extent approved by the stockholders of the corporation at a meeting of stockholders by a vote of two-thirds
of the votes entitled to be cast on the matter. Shares held by the “acquiring person” (i.e., the holder or group of
holders acting in concert that acquires, or proposes to acquire, “control shares”) and any other holders of “interested
shares” (as defined in the MCSAA) would not be entitled to vote on the matter.
Generally,
“control shares” under the MCSAA are shares that, when aggregated with shares that are already owned by an acquiring
person, would entitle the acquiring person to exercise voting power within the following range of voting power: one-tenth or more,
one-third or more, or a majority of the total voting power of shares entitled to vote in the election of directors (other than
voting power granted through a revocable proxy, which is not included in the calculation). The MCSAA does not apply (a) to shares
acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, (b) to shares acquired
under the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing the
MCSAA, or (c) to acquisitions of shares approved or exempted by a provision contained in the charter or bylaws of the corporation
and adopted at any time before the acquisition of the shares. Shares of the Fund’s common stock acquired prior to January
25, 2021 would not be “control shares” under the MCSAA. Those shares, however, would be included in assessing whether
any subsequent share acquisition exceeds one of the enumerated thresholds. Stockholders (together with any “associated persons”
(as defined in the MCSAA)) that own less than ten percent of the shares entitled to vote in the election of directors would not
be affected by restrictions on voting rights under the MCSAA.
On
June 29, 2023, an action was filed against RGT and numerous unrelated funds in Saba Capital Master Funds., Ltd., et al. v.
Clearbridge Energy Midstream Opportunity Fund, Inc., et al., No. 1:23-cv-05568 (S.D.N.Y.), but not the Fund, that sought rescission
of the defendants’ election to opt into the provisions of the MCSAA. On January 4, 2024, the U.S. District Court for
the Southern District of New York issued an opinion and order that, among other things, declared that the control share resolutions
(i.e., including the provisions discussed above) at issue violate a provision of the Investment Company Act and ordered that those
resolutions “be rescinded forthwith.” Following an appeal by RGT and the other remaining defendants, the district
court’s judgment was affirmed in full by the United States Court of Appeals for the Second Circuit on June 26, 2024.
The Fund is evaluating its options in light of these decisions.
Address
of Investment Adviser
Royce’s
principal office is located at 745 Fifth Avenue, New York, New York 10151.
Annual
Report Delivery
The
Fund’s Annual Report to Stockholders for the year ended December 31, 2023, was previously made available to its stockholders
and the Semiannual Report to Stockholders for the six-month period ended June 30, 2024, will be made available to its stockholders
in late August 2024. Copies of the Annual Report are available, and copies of the Semiannual Report will be available in late
August 2024, 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 is always disclosed by the Fund on its website at www.royceinvest.com.
Stockholder
Proposals
Stockholders’
proposals intended to be presented at the Fund’s 2025 Annual Meeting of Stockholders must be received by the Fund by April
11, 2025, for inclusion in the Fund’s Proxy Statement and form of Proxy for that meeting. The Fund’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 2025 Annual Meeting of Stockholders must be in writing and received at the
Fund’s principal executive office between April 11, 2025, and May 11, 2025. 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.
PLEASE
FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
By
order of the Board of Directors,
John
E. Denneen
Secretary
Dated:
August 5, 2024
SCAN TO ROYCE &
ASSOCIATES, LP 745 FIFTH AVENUE NEW YORK, NY 10151 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. TO ELECT THE DIRECTOR NOMINEES OF ROYCE SMALL-CAP TRUST, INC.
Read the Proxy Statement. Check the appropriate box on the proxy card below. Sign and date the proxy card. Return the proxy card
in the envelope provided. V54927-P17140 For Withhold For All All All Except ! ! KEEP THIS PORTION FOR YOUR RECORDS DETACH AND
RETURN THIS PORTION ONLY To withhold authority to vote for any individual nominee(s), mark "For All Except" and write
the name(s) of the nominee(s) on the line below. ! 01) Cecile B. Harper 02) G. Peter O’Brien 03) Julia W. Poston 2. THE
PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. Please Sign, Date and Return
the Proxy Card Promptly Using the Enclosed Envelope. Please sign exactly as your name(s) appear(s) hereon. 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. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
Important Notice Regarding
the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement is available at www.proxyvote.com. V54928-P17140
PROXY CARD PROXY ROYCE SMALL-CAP TRUST, INC. 745 Fifth Avenue 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 John P. Schwartz 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 Small-Cap Trust, Inc. held of record
by the undersigned on July 26, 2024 at the Annual Meeting of Stockholders of Royce Small-Cap Trust, Inc. to be held on September
30, 2024, and at any postponement or adjournment thereof. 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. PLEASE VOTE, DATE AND SIGN ON
THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Your Vote Counts! ROYCE
SMALL-CAP TRUST, INC. 2024 Annual Meeting Vote by September 29, 2024 11:59 PM ET PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY
11735 V54950-P17140 You invested in ROYCE SMALL-CAP TRUST, INC. and it’s time to vote! You have the right to vote on proposals
being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder
meeting to be held on September 30, 2024. Get informed before you vote View the Proxy Statement online OR you can receive a free
paper or email copy of the material(s) by requesting prior to September 16, 2024. If you would like to request a copy of the material(s)
for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email
to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line.
Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com
Control # Smartphone users Point your camera here and vote without entering a control number Vote in Person at the Meeting* September
30, 2024 11:00 AM (Eastern Time) ROYCE & ASSOCIATES, LLC 745 Fifth Avenue New York, NY 10151 *Please check the meeting materials
for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote 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 SMALL-CAP TRUST, INC. 01) Cecile B. Harper 02) G. Peter O’Brien 03) Julia W. Poston For 2. THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. Prefer to receive an email instead?
While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V54951-P17140
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