UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIESInvestment Company Act File Number: 811-04875
Name of Registrant: Royce Value Trust, Inc.
Address of Registrant: 745 Fifth Avenue
New York, NY 10151Name and address of agent for service: John E. Denneen, Esquire
745 Fifth Avenue
New York, NY 10151
Registrants telephone number, including area code: (212) 508-4500
Date of fiscal year end: December 31
Date of reporting period: January 1, 2014 December 31, 2014
Item 1. Reports to Shareholders.
DECEMBER 31, 2014 2014 Annual Review and Report to Stockholders Royce Value Trust Royce Micro-Cap Trust Royce Global Value Trust roycefunds.com
A Few Words on Closed-End FundsRoyce & Associates, LLC manages three closed-end funds: Royce Value Trust, which invests primarily in small-cap securities; Royce Micro-Cap Trust, which invests primarily in micro-cap securities; and Royce Global Value Trust, which invests in both U.S. and non-U.S. small-cap stocks. A closed-end fund is an investment company whose shares are listed and traded on a stock exchange. Like all investment companies, including open-end mutual funds, the assets of a closed-end fund are professionally managed in accordance with the investment objectives and policies approved by the funds Board of Directors. A closed-end fund raises cash for investment by issuing a fixed number of shares through initial and other public offerings that may include shelf offerings and periodic rights offerings. Proceeds from the offerings are invested in an actively managed portfolio of securities. Investors wanting to buy or sell shares of a publicly traded closed-end fund after the offerings must do so on a stock exchange, as with any publicly traded stock. Shares of closed-end funds frequently trade at a discount to their net asset value. This is in contrast to open-end mutual funds, which sell and redeem their shares at net asset value on a continuous basis.
This page is not part of the 2014 Annual Report to Stockholders
Table of Contents Annual Review Letter to Our Stockholders 2 Performance 5 Annual Report to Stockholders Managers Discussions of Fund PerformanceRoyce Value Trust
6Royce Micro-Cap Trust
8Royce Global Value Trust
10 History Since Inception 12Distribution Reinvestment and Cash Purchase Options 14
Schedules of Investments and Other Financial Statements
Royce Value Trust
15
Royce Micro-Cap Trust
32
Royce Global Value Trust
47 Directors and Officers 59 Notes to Performance and Other Important Information 60 Results of Stockholders Meeting Inside Back Cover This page is not part of the 2014 Annual Report to Stockholders | 1
Letter to Our Stockholders
A TALE OF TWO MARKETS
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LETTER TO OUR STOCKHOLDERS
drawn more to defensive and/or high-growth areas. This included utilities and REITs among the highly successful defensive areas of 2014, and social media, biotech, and pharmaceuticals among the speedy growth industries. In most instances, companies in these sectors and industries do not satisfy our purchase criteria because they lack the combination of balance-sheet strength and a long-term history of profitability that we find most attractive. volatility as an ally, agreeing with Warren Buffetts statement: Look at market fluctuations as your friend rather than your enemy; profit from folly rather than participate in it. So while many investors think of volatility as being synonymous (or nearly so) with risk or even loss, we have never seen it that way. Instead, we try to take advantage of market movementsan essential skill for any successful active manager. Those times when the market cannot seem to make up its mind are exactly when securities tend to be most mispriced. And therein lies one of the keys to outperformance for active managersthe identification and purchase of mispriced securities. Even with the economy accelerating, investors tended to ignore profitable companies with solid fundamentals while they continued to be drawn more to defensive and/or high-growth areas. While many investors think of volatility as being synonymous (or nearly so) with risk or even loss, we have never seen it that way.We were hopeful that the end of QE (along with rising rates) would help to reverse this trend. But the strengthening U.S. dollar and monetary stimulus efforts in Japan and Europe conspired to make the October conclusion of QE something of a non-event, while interest rates fell through most of the year. On the whole, then, 2014 was an often confounding period for us, especially its second half. Indeed, if there is a theme that best captures the year, it might be A Tale of Two Markets.And we should point out that Dickenss rubric covers not just the very different halves of the year for small-cap stocks but also the disparity in results and volatility between small-caps and their bigger siblings. (More index returns can be found in the table below.)
We conducted research that looked at some of the market forces that have helped to shape the current cycle, in particular the years from 2011-2014 when many active approaches struggled on a relative basis. (The full results of this research are available on our website at www.roycefunds.com/4qresearch.) As we have previously argued, the Feds easy-money policies of QE and ZIRP (zero-interest rates) have had the unintentional effect of stoking appetites for high yield and creating too few (if any) consequences for companies carrying a lot of debt. This led many investors to relatively neglect businesses with more pristine balance sheets and/or those with steady but smaller dividends. It also meant that from the beginning of 2011 through the end of 2014, the small-cap market was in a peculiar state, one characterized by a pile-up of anomaliesthe combination of declining volatility with higher-than-average returns converging with contracting credit spreads.
VOLATILITYOUR MUTUAL FRIEND Yet the level of conviction in our value-oriented approaches remains high. Although it may seem counterintuitive (or worse), the current extended period of relative underperformance for many Royce-managed portfolios actually helps to fuel our confidence in the years to come. Let us explain why. First, we have always viewed
Equity Indexes
As of December 31, 2014 (%) The third quarter was the worst for the Russell 2000 since 9/30/11 and, relative to the S&P 500, was the indexs worst quarterly performance since 3/31/99. It also ended a streak of eight consecutive quarters of positive performance. Small-caps rallied in October and December to outpace their large-cap counterparts in the fourth quarter. 2014 marked just the fifth time since its inception in 1979 that the Russell 2000 had a gain in the single digits (+4.9%). Small-caps trailed large-caps by the widest margin since 1998. Within the Russell 2000, Health Care, Utilities, and REITs were the best-performing areas in 2014 while Energy was by far the largest detractor. 3Q14 1 4Q14 1 1-YR 3-YR 5-YR 10-YR Russell 2000 -7.36 9.73 4.89 19.21 15.55 7.77 S&P 500 1.13 4.93 13.69 20.41 15.45 7.67 Russell 1000 0.65 4.88 13.24 20.62 15.64 7.96 Nasdaq Composite 1.93 5.40 13.40 22.05 15.85 8.09 Russell Midcap -1.66 5.94 13.22 21.40 17.19 9.56 Russell Microcap -8.21 11.19 3.65 21.81 16.14 5.96 Russell Global ex-U.S. Small Cap -6.21 -4.45 -3.63 10.31 6.40 6.65 Russell Global ex-U.S. Large Cap -5.35 -3.72 -3.57 9.41 4.80 5.36 1Not annualized For details on The Royce Funds performance in the period, please turn to the Managers Discussions that begin on page 8.
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LETTER TO OUR STOCKHOLDERS
Needless to say, our risk-conscious, balance-sheet-centric approaches have been challenged in this setting, at least on a relative basis. Low volatility has arguably created the highest hurdle. We have always felt most comfortable in markets with higher levels of volatility, which usually create the differentiation that lies at the core of our active management styles. We analyze, assess, and evaluate multiple aspects of a company before determining whether or not the current stock price reflects the long-term prospects we see. Opportunities to purchase what we deem to be attractively undervalued companies tend to proliferate when stock prices are volatile rather than when markets are calm. Yet for most of the last four years, volatility has been falling, at least until the second half of 2014. This has made it far more difficult for our funds to outpace their respective benchmarks.
GREAT EXPECTATIONS
The questions are: How much longer is this going to last? More specifically, are interest rates going to remain at or near zero? Is the pace of economic growth likely to slacken? Are financial markets going to continue to behave atypically even as the economy continues to normalize? Will small-cap companies indefinitely gain an advantage by carrying more debt? Are three- and five-year average annual total returns for the Russell 2000 going to remain at levels higher than the indexs historical monthly rolling averages of 8.2% and 7.6%, respectively? For those who believe that most, or even some, of these things are likely to happen, then our approach would seem a bit at odds.
We confess that we have been anticipating some of these shifts for nearly two years. This has meant re-learning the hard lesson that change seldom occurs when we most want it to. Yet we are convinced that markets remain cyclical (recent events notwithstanding). In our view, reversion to the mean is as close to an iron law as the capital markets allow. Most trends reverse, though they may linger for longer than initially anticipated (or desired). Widening credit spreads, increasing volatility, and decreasing stock correlation should all help active management and allow stock pickers the chance to emerge as performance leaders.We also expect equity returns to remain attractive, though we see a decrease from the high levels we have seen over the last three to five years. Cyclical companies appear due for a round of revenue acceleration, particularly those in the Consumer Discretionary and Industrials sectors, as do some industries in the Information Technology sector. The best-managed companies within these areas could also see solid margin expansion. Among other cyclical sectors, we also see a number of profitable, conservatively capitalized businesses that have either been ignored or whose returns have lagged. We expect this to change.
On the valuation front, the picture looked admittedly tricky at the end of 2014. For example, an examination of trailing 12-month earnings for many companies suggests that small-cap share prices may be on the high side. But if you believe, as we do, that the economy is going to keep growing, that credit spreads will continue to expand, and that a more robust CAPEX cycle is in the offing, then valuations seem pretty reasonable, if not attractive in certain areas, Energy in particular. Many stocks look fairly valued though not fully valued to us. So while we do not shrink from the sobering truth of relative underperformance through much of this now-long bullish cycle, we continue to see good times ahead for our risk-conscious, fundamentally based approach.
While we do not shrink from the sobering truth of relative underperformance through much of this now-long bullish cycle, we continue to see good times ahead for our risk-conscious, fundamentally based approach.
The argument that we have been making for more than four decades remains the same. Small-cap is an inefficient area of the market in which we search for qualitative advantages and valuation discrepancies. Our belief that fundamentally strong companies trading at discounts to their private worth can outperform over the long term, often with lower volatility, will not change. It is our core investment principle, and it has served us very, very well over most of the last 40+ years.
Sincerely,
Charles M. Royce Christopher D. Clark Francis D. Gannon Chairman and Chief Executive Officer, President and Co-Chief Investment Officer, Co-Chief Investment Officer, Royce & Associates, LLC Royce & Associates, LLC Royce & Associates, LLC January 26, 2015
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LETTER TO OUR STOCKHOLDERS Performance
NAV Average Annual Total Returns As of December 31, 2014 (%) FUND 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR SINCE INCEPTION INCEPTION DATE Royce Value Trust 0.78 15.98 12.82 6.94 9.29 10.84 10.84 10.74 11/26/86 Royce Micro-Cap Trust 3.55 20.64 15.81 8.15 10.97 11.85 n.a. 11.50 12/14/93 Royce Global Value Trust -6.23 n.a. n.a. n.a. n.a. n.a. n.a. -3.03 10/17/13 INDEX Russell 2000 4.89 19.21 15.55 7.77 7.38 9.63 9.75 n.a. n.a. Russell Microcap 3.65 21.81 16.14 5.96 n.a. n.a. n.a. n.a. n.a. Russell Global Small Cap -0.28 13.57 9.56 6.87 6.88 n.a. n.a. n.a. n.a. Important Performance and Risk Information
All performance information in this Review and Report reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Investment return and principal value of an investment will fluctuate, so that shares may be worth more or less than their original cost when sold. Current performance may be higher or lower than performance quoted. Current month-end performance may be obtained at www.roycefunds.com. The Funds are closed-end registered investment companies whose respective shares of common stock may trade at a discount to the net asset value. Shares of each Funds common stock are also subject to the market risk of investing in the underlying portfolio securities held by each Fund. Certain immaterial adjustments were made to the net assets of Royce Global Value Trust at 12/31/14 and Royce Micro-Cap Trust at 12/31/12, as well as 12/31/14, for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. All indexes referenced are unmanaged and capitalization-weighted. Each indexs returns include net reinvested dividends and/or interest income. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Russell Investment Group. The Russell 2000 Index is an index of domestic small-cap stocks that measures the performance of the 2,000 smallest publicly traded U.S. companies in the Russell 3000 Index. The Russell Microcap Index includes 1,000 of the smallest securities in the small-cap Russell 2000 Index, along with the next smallest eligible securities as determined by Russell. The Russell Global Small Cap Index is an unmanaged, capitalization-weighted index of global small-cap stocks. The performance of an index does not represent exactly any particular investment, as you cannot invest directly in an index. Index returns include net reinvested dividends and/or interest income. Royce Value, Micro-Cap and Global Value Trust shares of common stock trade on the NYSE. Royce Fund Services, Inc (RFS) is a member of FINRA and has filed this Review and Report with FINRA on behalf of each Fund. RFS is not an underwriter or distributor of any of the Funds.
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MANAGERS DISCUSSION Royce Value Trust
Chuck Royce
FUND PERFORMANCE In what was a solid year for small-caps overall, we were disappointed that Royce Value Trust (RVT) was unable to keep pace on a relative scale. The Fund was up 0.8% on an NAV (net asset value) basis and 0.9% on a market price basis in 2014 versus respective gains of 4.9% and 5.7% for its small-cap benchmarks, the Russell 2000 and the S&P 600 Indexes, for the same period. Equally frustrating was the fact that RVT was more competitive for the six-month period ended June 30, 2014, in which it outperformed both the Russell 2000 and S&P 600s 3.2% advance on a market price basis (+3.9%) and narrowly lagged on a NAV basis (+3.0%). Unlike the first half of the year when equity returns were placid yet decidedly bullish, the last six months were a more volatile period for small-caps. Historically, the Fund has exhibited an ability to hold more value than its benchmarks during down markets. However, this was not the case in the third quarter of 2014, when RVT fell 7.5% on a NAV basis and 7.4% on a market price basis. (The Russell 2000 lost 7.4% and the S&P 600 lost 6.7%.) The Funds relative performance woes would continue into the fourth quarter, though its absolute results were respectable. During this period small-caps had a prominent upward bias, especially in the last few weeks of December when they rallied to finish the year well in the black. RVT gained 5.8% on an NAV basis and 4.9% on a market price basis while the Russell 2000 advanced 9.7% and the S&P 600 climbed 9.8%. Despite the Funds near- and intermediate-term struggles, we remain proud of RVTs longer-term performance. On an NAV and market price basis, RVT outperformed the Russell 2000 for the 15-, 20-, 25-year, and since inception (11/26/86) periods ended December 30, 2014. The Funds average annual NAV total return since inception was 10.7%. WHAT WORKED... AND WHAT DIDNT Six of the Funds 10 equity sectors posted net gains in 2014, with Information Technology leading the list by a solid margin. Health Care also made a sizable contribution to performance at the sector level, followed by a modest net gain for Financials. The top contributor to first-half performance, Idenix Pharmaceuticals focuses on the development of drugs for the treatment of infections caused by HIV, hepatitis B, and hepatitis C. In early June, news of pharmaceutical giant Mercks acquisition of the company helped the stock price to more than triple. By the middle of the month we had sold our stake. RVT also benefited from IT services company Sapient Corporations takeout by French advertising giant Publicis Groupe in early November. A long-time holding in the portfolio, Sapient provides integrated management consulting services, Internet commerce solutions, and systems implementation services. While the acquisition confirmed Sapients value and the increasing importance (and share gains) of digital marketing for more traditional advertising businesses, the companys valuation exceeded our sell targets and we sold our shares shortly after the announcement. Miami-based technology consulting firm The Hackett Group provides executive advisory programs, best practice research, and benchmarking services. Its stock price was generally flat for much of 2014 until the company announced third-quarter earnings that topped Wall Street expectations in early November. We took some gains in early December and decided to hold our position.Conversely, net losses from Industrials, Energy, and Materials detracted from 2014 performance. Three of RVTs top detractors came from the Industrials sector, including Houston-based engineering and construction firm KBR. Further execution delivery issues on several fixed-price projects, as well as a decline in bookings and cautious commentary regarding possible delays in oil and gas work in light of the oil price decline, continued to weigh on results. Later in the quarter, the companys relatively new CEO unveiled a restructuring plan after strategic review of the business that includes streamlining operations and reducing overhead costs, refocusing on core E&C areas where it has had traditional strength, and exiting four non-core businesses. Bullish on the companys prospects and an eventual turnaround in Energy, we last added to our position in mid-December. It was a top-40 holding at year end. Persistent weakness in the mining sector continued to stifle a sustained return to organic sales growth for cutting tools manufacturer Kennametal. Having some exposure to the oil and gas drilling market created some near-term headwinds for its business. Interested to hear what initial strategic priorities the companys recently appointed CEO may implement, we held on to our remaining shares after trimming a bit in April, October, and November.
Top Contributors to Performance For 2014 (%)1 Idenix Pharmaceuticals 0.44 Sapient Corporation 0.31 Hackett Group (The) 0.29 Nautilus 0.29 Mechanics Bank 0.21 1 Includes dividends
Top Detractors from Performance For 2014 (%)2 KBR -0.31 Kennametal -0.24 Steel Excel -0.23 Raven Industries -0.22 Qalaa Holdings -0.19 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK We remain overweight in more economically sensitive areas such as Industrials and Information Technology. Despite recent headwinds in Energy, we believe the U.S. economy is still growing (albeit slowly), credit spreads will continue to expand, and that increasing volatility and decreasing stock correlation can help stock pickers to emerge as performance leaders.
6 | 2014 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RVT NAV XRVTX
Performance Average Annual Total Return (%) Through 12/31/14 JUL-DEC 2014* 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR SINCE INCEPTION (11/26/86) RVT (NAV) -2.15 0.78 15.98 12.82 6.94 9.29 10.84 10.84 10.74 *Not Annualized
Market Price Performance History Since Inception (11/26/86)Cumulative Performance of Investment through 12/31/1411-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (11/26/86) RVT 0.9% 92.4% 60.0% 305.4% 679.2% 1361.9% 1 Reflects the cumulative performance of an investment made by a stockholder who purchased one share at inception ($10.00 IPO), reinvested all distributions and fully participated in primary subscriptions of the Funds rights offerings. 2 Reflects the actual month-end market price movement of one share as it has traded on the NYSE.
Morningstar Style MapTM As of 12/31/14The Morningstar Style Map is the Morningstar Style BoxTM with the center 75% of fund holdings plotted as the Morningstar Ownership ZoneTM. The Morningstar Style Box is designed to reveal a funds investment strategy. The Morningstar Ownership Zone provides detail about a portfolios investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a funds ownership zone may vary. See page 60 for additional information.
Portfolio Diagnostics Fund Net Assets $1,232 million Number of Holdings 567 Turnover Rate 40% Net Asset Value $16.24 Market Price $14.33 Average Market Capitalization1 $1,289 million Weighted Average P/E Ratio2,3 19.7x Weighted Average P/B Ratio2 1.8x Holdings ≥ 75% of Total Investments 182 Active Share4 88% U.S. Investments (% of Net Assets) 84.9% Non-U.S. Investments (% of Net Assets) 18.0% 1 Geometric Average. This weighted calculation uses each portfolio holdings market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolios center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median. 2 Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks. 3 The Funds P/E ratio calculation excludes companies with zero or negative earnings (12% of portfolio holdings as of 12/31/14). 4 Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Calendar Year Total Returns (%) YEAR RVT (NAV) 2014 0.8 2013 34.1 2012 15.4 2011 -10.1 2010 30.3 2009 44.6 2008 -45.6 2007 5.0 2006 19.5 2005 8.4 2004 21.4 2003 40.8 2002 -15.6 2001 15.2 2000 16.6
Top 10 Positions % of Net Assets HEICO Corporation 1.5 Ritchie Bros. Auctioneers 1.0 Hackett Group (The) 0.9 On Assignment 0.9 Newport Corporation 0.9 Forward Air 0.9 SEACOR Holdings 0.8 Nautilus 0.8 Tejon Ranch 0.8 Woodward 0.8
Portfolio Sector Breakdown % of Net Assets Industrials 29.9 Information Technology 20.6 Financials 15.7 Consumer Discretionary 11.8 Materials 7.5 Health Care 5.9 Energy 3.6 Consumer Staples 2.2 Telecommunication Services 0.7 Miscellaneous 4.9 Preferred Stock 0.1 Outstanding Line of Credit, Net of Cash and Cash Equivalents -2.9
Important Performance and Risk Information All performance information reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the most recent month-end may be obtained at www.roycefunds.com. The market price of the Funds shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund invests primarily in securities of small- and micro-cap companies, which may involve considerably more risk than investing in larger-cap companies. The Funds broadly diversified portfolio does not ensure a profit or guarantee against loss. Regarding the Top Contributors and Top Detractors tables shown on page 6, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Funds performance for 2014.
2014 Annual Report to Stockholders | 7
MANAGERS DISCUSSION Royce Micro-Cap Trust
Chuck Royce
FUND PERFORMANCE Royce Micro-Cap Trust (RMT) gained 3.5% on an NAV (net asset value) basis and 3.1% on a market price basis in 2014, trailing its benchmarks, the Russell 2000 Index and Russell Microcap Index, which had respective returns of 4.9% and 3.6% for the same period. We were frustrated that RMT gave up its first-half advantage, a period in which RMT advanced 3.1% on an NAV basis and 3.9% on a market price basis compared to the small-cap indexs 3.2% advance and the Russell Microcaps 1.6% advance. Following a small-cap high on July 3, small-caps entered a volatile phase that saw July and September in the red. RMT outperformed both benchmarks for the third quarter as a whole, losing 7.1% on an NAV basis and 4.8% on a market price basis against the Russell 2000s 7.4% decline and the Russell Microcaps 8.2% decrease. The Funds absolute performance in the fourth quarter was fine, though RMT was short of both indexes during this bullish swing. During the final quarter of the year, RMT was up 8.2% on an NAV basis and 4.2% on a market price basis, falling behind respective increases of 9.7% and 11.2% for the Russell 2000 and Russell Microcap. We were pleased with the Funds absolute and relative performance results over longer-term periods. On an NAV basis, RMT outperformed the Russell 2000 for the three-, five-, 10-, 15-, 20-year, and since inception (12/14/93) periods ended December 31, 2014. RMT also outperformed the Russell Microcap on an NAV basis during the 10-year period. (Data for the Russell Microcap only goes back to June 2000.) On a market price basis, the Fund bested the Russell 2000 for the three-, five-, 15-, 20-year, and since inception periods and beat the Russell Microcap for the five- and 10-year periods. RMTs average annual NAV total return for the since inception period was 11.5%, a long-term performance record that gives us great pride. WHAT WORKED... AND WHAT DIDNT Seven of the Funds 10 equity sectors made a positive impact on 2014 performance. Health Care was RMTs largest contributor by more than 160 basis points, followed by Consumer Discretionary and Information Technology. Energy and Industrials were the Funds largest detractors, with Materials posting modest net losses. A developer of drugs for the treatment of infections caused by HIV, hepatitis B, and hepatitis C, Idenix Pharmaceuticals was a take-out target by pharmaceutical giant Merck in early June. News of the acquisition helped triple the companys stock price, and we gradually sold our stake by the middle of the month. We also sold our shares of Medical Action Industries in June. A Virginia-based manufacturer and distributor of disposable medical products, including operating room supplies, custom procedure trays, sterilizing products, and patient apparel, Medical Action Industries was acquired by Owens & Minor for a 95% premium. Outside of Health Care, long-time holding and a top contributor to first-half performance Rentrak Corporation is a digital media measurement and research company that serves the entertainment, television, and advertising industries. Its share price began to really take off in early September. Investors seemed to like the healthy revenue growth and optimistic outlook the company reported in June. The company cemented a deal to expand its alliance with ABC while also establishing new agreements with CBS and Fox. In October, the firm announced its purchase of Kantar Media, the U.S. television measurement arm of advertising conglomerate WPP. In addition, Rentrak acquired new patents that solidified its position as a leading viewership data provider. We started reducing our position in October.Computer Task Group is an IT services and staffing company. Its stock price began to decline steeply in early July after reporting lower-than-expected earnings largely due to higher costs and lower revenues from its healthcare business. While the company claimed these higher expenses were likely anomalous, it also boosted its projected medical costs for the rest of 2014, thus revising guidance downward. Heritage-Crystal Clean provides parts cleaning, used oil re-refining, and hazardous and non-hazardous waste services to small and mid-sized customers in the manufacturing and vehicle service industries. Its shares took a hit in December when the firm announced that it was issuing more stock to pay down debt incurred to make two recent acquisitions. We added shares in the hope of a rebound. Earnings misses hindered the performance of Sioux Falls-based Raven Industries. Softening demand for agricultural equipment put pressure on its shares.
Top Contributors to Performance For 2014 (%)1 Rentrak Corporation 0.79 Idenix Pharmaceuticals 0.66 Medical Action Industries 0.56 Universal Electronics 0.49 Integrated Electrical Services 0.42 1 Includes dividends
Top Detractors from Performance For 2014 (%)2 Computer Task Group -0.36 Heritage-Crystal Clean -0.33 Raven Industries -0.31 Le Chateau Cl. A -0.28 Cache -0.26 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK We remain overweight in economically sensitive cyclical sectors such as Industrials, Information Technology, and Consumer Discretionaryareas where we have seen a number of profitable, conservatively capitalized businesses trading at attractive valuations. As the U.S. economy continues to grow and normalize, we believe fundamentals will matter more to investors, especially in an inefficient asset class such as micro-cap.
8 | 2014 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RMT NAV XOTCX
Performance Average Annual Total Return (%) Through 12/31/14 JUL-DEC 2014* 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (12/14/93) RMT (NAV) 0.47 3.55 20.64 15.81 8.15 10.97 11.85 11.50 *Not Annualized
Market Price Performance History Since Inception (12/14/93)Cumulative Performance of Investment11-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (12/14/93) RMT 3.1% 123.6% 83.1% 418.0% 803.9% 754.0% 1 Reflects the cumulative performance experience of a continuous common stockholder who purchased one share at inception ($7.50 IPO), reinvested all distributions and fully participated in the primary subscription of the Funds 1994 rights offering. 2 Reflects the actual month-end market price movement of one share as it has traded on NYSE and, prior to 12/1/03, on the Nasdaq.
Morningstar Style MapTM As of 12/31/14 The Morningstar Style Map is the Morningstar Style BoxTM with the center 75% of fund holdings plotted as the Morningstar Ownership ZoneTM. The Morningstar Style Box is designed to reveal a funds investment strategy. The Morningstar Ownership Zone provides detail about a portfolios investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a funds ownership zone may vary. See page 60 for additional information.
Portfolio Diagnostics Fund Net Assets $387 million Number of Holdings 387 Turnover Rate 41% Net Asset Value $11.34 Market Price $10.08 Average Market Capitalization1 $348 million Weighted Average P/E Ratio2,3 19.6x Weighted Average P/B Ratio2 1.6x Holdings ≥ 75% of Total Investments 160 Active Share4 94% U.S. Investments (% of Net Assets) 98.2% Non-U.S. Investments (% of Net Assets) 11.5% 1 Geometric Average. This weighted calculation uses each portfolio holdings market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolios center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median. 2 Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks. 3 The Funds P/E ratio calculation excludes companies with zero or negative earnings (23% of portfolio holdings as of 12/31/14). 4 Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Calendar Year Total Returns (%) YEAR RMT (NAV) 2014 3.5 2013 44.5 2012 17.3 2011 -7.7 2010 28.5 2009 46.5 2008 -45.5 2007 0.6 2006 22.5 2005 6.8 2004 18.7 2003 55.5 2002 -13.8 2001 23.4 2000 10.9
Top 10 Positions % of Net Assets Newport Corporation 1.2 Integrated Electrical Services 1.1 FRP Holdings 1.1 Atrion Corporation 1.1 Seneca Foods 1.0 Permian Basin Royalty Trust 1.0 Diamond Hill Investment Group 1.0 Universal Truckload Services 1.0 MVC Capital 1.0 Silvercrest Asset Management Group Cl. A 0.9
Portfolio sector Breakdown % of Net Assets Industrials 23.1 Information Technology 23.0 Consumer Discretionary 18.9 Financials 18.0 Health Care 10.4 Materials 6.9 Energy 2.4 Consumer Staples 1.8 Utilities 0.0 Miscellaneous 4.9 Preferred Stock 0.3 Outstanding Line of Credit, Net of Cash and Cash Equivalents -9.7
Important Performance and Risk Information All performance information reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the most recent month-end may be obtained at www.roycefunds.com. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12 and 12/31/14 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. The market price of the Funds shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund normally invests in micro-cap companies, which may involve considerably more risk than investing in larger-cap companies. The Funds broadly diversified portfolio does not ensure a profit or guarantee against loss. Regarding the Top Contributors and Top Detractors tables shown on page 8, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Funds performance for 2014.
2014 Annual Report to Stockholders | 9
MANAGERS DISCUSSION Royce Global Value Trust
Chuck Royce
FUND PERFORMANCE Royce Global Value Trust (RGT) fell 6.2% on an NAV (net asset value) basis and 7.9% on a market price basis in 2014, results that considerably trailed its benchmark, the Russell Global Small Cap Index, which lost 0.3% for the same period. The Funds difficulties on both a relative and absolute basis were mostly attributable to a poor second half. The year began on a solidly bullish note. For the six-month period ended June 30, 2014 RGT climbed 5.6% on an NAV basis and 5.8% on a market price basis, essentially sandwiching its benchmark, which was up 5.7% for the same period. A strengthening Europe helped to compensate for a generally less robust Asia during the first few months of 2014. There were notable contributions from portfolio holdings in Canada, France, and Japan in the first half as well as trouble spots for positions headquartered in Hong Kong and the U.S.Stocks across the globe corrected (with the exception of U.S. large-caps) in the third quarter, with European shares among the most adversely affected. The Fund lost 7.1% on an NAV basis and 7.4% on a market price basis versus a decline of 6.7% for the Russell Global Small Cap Index. Portfolio holdings headquartered in the U.S., Canada, Hong Kong, and France were the largest detractors from quarterly results. Unfortunately, the Fund fell farther behind in the fourth quarter, a period in which U.S. small-caps rallied off a mid-October low while many non-U.S. companies saw additional losses or treaded water. For the fourth quarter, the Fund was down 4.4% on an NAV basis and 6.0% based on market price compared to a 1.1% increase for its global benchmark. In contrast to the third quarter, holdings headquartered in Japan, Brazil, and the U.K. had the most significant negative impact. While we were not pleased with the Funds thus-far brief since inception (10/17/13) results, we are confident that our disciplined, value-oriented approach can be successful.
WHAT WORKED... AND WHAT DIDNT For the full year, those countries with the greatest positive impact were South Africa, Argentina, and the Philippines while holdings headquartered in Hong Kong, the U.S., the U.K., and Brazil detracted most from RGTs calendar-year results. On a sector basis, only Information Technology and Consumer Staples finished 2014 in the black, though their respective net gains were modest. Industrials posted the largest net losses, nearly doubling the negative impact of the Funds next-biggest loser, Materials. The Consumer Discretionary sector also registered a decent-sized net loss for the year. BBVA Banco Frances is one of Argentinas largest banks. Its strong revenue growth and terrific history of earnings per share growth helped to reassure investors otherwise anxious over the nations recent debt woes. We reduced our position as its stock price climbed. We chose to hold our position in food distribution business Universal Robina, one of the largest food companies in the Philippines. Improved domestic and international sales helped to move its shares higher.LPS Brasil Consultoria de Imoveis provides integrated solutions in the real estate brokerage industry as well as consulting and financing promotion services in Brazil. A weak real estate market and depressed consumer sentiment contributed to the companys fading share price, which was also hampered by Brazils overall sluggish economy. Not entirely sure of the timing for a turnaround, we began to reduce our stake in September. We were more confident in the long-term prospects for retailer New World Department Store China. We like how the company is positioned for a pick-up in the Chinese economy as well as its management and very generous dividend policy. LPKF Laser & Electronics develops specialized mechanical engineering products for electronics production, the automotive industry, and the manufacture of solar cells. A revised outlook for 2014 kept investors selling, but we believe the case for long-term growth remained intact. Its financing is solid and its profitability remains above-average, despite the recent revenue downturn. We think it can resume growth in 2015. Freund Corporation manufactures and sells granulation and coating equipment for the pharmaceutical, food, and chemical industries in Japan and internationally. Contracting demand for equipment shipments, surging prices in raw materials, and a rise in operating expenses all hurt its stock price. We added shares in the first half. The strength of the U.S. dollar was also a factor in the performance of non-U.S. holdings.
Top Contributors to Performance For 2014 (%)1 BBVA Banco Frances ADR 0.49 Universal Robina 0.46 Relo Holdings 0.42 Shimano 0.38 Regent Manner International Holdings 0.31 1 Includes dividends
Top Detractors from Performance For 2014 (%)2 LPS Brasil Consultoria de Imoveis -0.58 New World Department Store China -0.57 LPKF Laser & Electronics -0.54 Freund Corporation -0.41 Pico Far East Holdings -0.39 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK The Fund invests in a broadly diversified portfolio of both U.S. and non-U.S. small-cap stocks. At the end of 2014, RGT was overweight in cyclical sectors such as Consumer Discretionary and Industrials. We significantly added to our exposure in the latter during 2014. The portfolio also had reasonable exposure to Financials and Information Technology. The former group was underweight versus the benchmark, but was built up considerably in 2014. The Funds sector weightings reflect our belief in the recovery of global economic growth.
10 | 2014 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RGT NAV XRGTX
Performance Average Annual Total Return (%) Through 12/31/14 JUL-DEC 2014* 1-YR SINCE INCEPTION (10/17/13) RGT (NAV) -11.18 -6.23 -3.03 *Not Annualized
Morningstar Style MapTM As of 12/31/14 The Morningstar Style Map is the Morningstar Style BoxTM with the center 75% of fund holdings plotted as the Morningstar Ownership ZoneTM. The Morningstar Style Box is designed to reveal a funds investment strategy. The Morningstar Ownership Zone provides detail about a portfolios investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a funds ownership zone may vary. See page 60 for additional information.
Top 10 Positions % of Net Assets Pico Far East Holdings 1.5 Ritchie Bros. Auctioneers 1.5 Lazard Cl. A 1.5 Relo Holdings 1.5 EPS Corporation 1.4 Clarkson 1.4 Silverlake Axis 1.4 Consort Medical 1.3 CETIP - Mercados Organizados 1.3 TGS-NOPEC Geophysical 1.2
Portfolio Sector Breakdown % of Net Assets Industrials 22.3 Financials 19.6 Consumer Discretionary 17.5 Materials 14.2 Information Technology 13.5 Health Care 7.3 Energy 3.2 Consumer Staples 2.7 Other Net Liabilities -0.3
Calendar Year Total Returns (%) YEAR RGT (NAV) 2014 -6.2
Portfolio Country Breakdown1,2 % of Net Assets United States 14.8 Japan 11.0 Hong Kong 10.0 United Kingdom 9.6 Canada 7.9 France 6.8 South Africa 5.1 Brazil 3.8 1 Represents countries that are 3% or more of net assets. 2 Securities are categorized by the country of their headquarters.
Portfolio Diagnostics Fund Net Assets $95 million Number of Holdings 229 Turnover Rate 43% Net Asset Value $9.25 Market Price $8.04 Average Market Capitalization1 $953 million Weighted Average P/E Ratio2,3 16.3x Weighted Average P/B Ratio2 1.7x Holdings ≥ 75% of Total Investments 91 Active Share4 98% 1 Geometric Average. This weighted calculation uses each portfolio holdings market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolios center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median. 2 Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks. 3 The Funds P/E ratio calculation excludes companies with zero or negative earnings (9% of portfolio holdings as of 12/31/14). 4 Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Important Performance and Risk Information
All performance information reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the most recent month-end may be obtained at www.roycefunds.com. Certain immaterial adjustments were made to the net assets of Royce Global Value Trust at 12/31/14 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. The market price of the Funds shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund invests primarily in securities of small- and micro-cap companies, which may involve considerably more risk than investments in securities of larger-cap companies. The Funds broadly diversified portfolio does not ensure a profit or guarantee against loss. From time to time, the Fund may invest a significant portion of its net assets in foreign securities, which may involve political, economic, currency and other risks not encountered in U.S. investments. Regarding the Top Contributors and Top Detractors tables shown on page 10, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Funds performance for 2014.
2014 Annual Report to Stockholders | 11
History Since Inception
The following table details the share accumulations by an initial investor in the Funds who reinvested all distributions and participated fully in primary subscriptions for each of the rights offerings. Full participation in distribution reinvestments and rights offerings can maximize the returns available to a long-term investor. This table should be read in conjunction with the Performance and Portfolio Reviews of the Funds.
HISTORY AMOUNT INVESTED PURCHASE PRICE1 SHARES NAV VALUE2 MARKET VALUE3 Royce Value Trust 11/26/86 Initial Purchase $ 10,000 $ 10.000 1,000 $ 9,280 $ 10,000 10/15/87 Distribution $0.30 7.000 42 12/31/87 Distribution $0.22 7.125 32 8,578 7,250 12/27/88 Distribution $0.51 8.625 63 10,529 9,238 9/22/89 Rights Offering 405 9.000 45 12/29/89 Distribution $0.52 9.125 67 12,942 11,866 9/24/90 Rights Offering 457 7.375 62 12/31/90 Distribution $0.32 8.000 52 11,713 11,074 9/23/91 Rights Offering 638 9.375 68 12/31/91 Distribution $0.61 10.625 82 17,919 15,697 9/25/92 Rights Offering 825 11.000 75 12/31/92 Distribution $0.90 12.500 114 21,999 20,874 9/27/93 Rights Offering 1,469 13.000 113 12/31/93 Distribution $1.15 13.000 160 26,603 25,428 10/28/94 Rights Offering 1,103 11.250 98 12/19/94 Distribution $1.05 11.375 191 27,939 24,905 11/3/95 Rights Offering 1,425 12.500 114 12/7/95 Distribution $1.29 12.125 253 35,676 31,243 12/6/96 Distribution $1.15 12.250 247 41,213 36,335 1997 Annual distribution total $1.21 15.374 230 52,556 46,814 1998 Annual distribution total $1.54 14.311 347 54,313 47,506 1999 Annual distribution total $1.37 12.616 391 60,653 50,239 2000 Annual distribution total $1.48 13.972 424 70,711 61,648 2001 Annual distribution total $1.49 15.072 437 81,478 73,994 2002 Annual distribution total $1.51 14.903 494 68,770 68,927 1/28/03 Rights Offering 5,600 10.770 520 2003 Annual distribution total $1.30 14.582 516 106,216 107,339 2004 Annual distribution total $1.55 17.604 568 128,955 139,094 2005 Annual distribution total $1.61 18.739 604 139,808 148,773 2006 Annual distribution total $1.78 19.696 693 167,063 179,945 2007 Annual distribution total $1.85 19.687 787 175,469 165,158 2008 Annual distribution total $1.723 12.307 1,294 95,415 85,435 3/11/09 Distribution $0.323 6.071 537 137,966 115,669 12/2/10 Distribution $0.03 13.850 23 179,730 156,203 2011 Annual distribution total $0.783 13.043 656 161,638 139,866 2012 Annual distribution total $0.80 13.063 714 186,540 162,556 2013 Annual distribution total $2.194 16.647 1,658 250,219 220,474 2014 Annual distribution total $1.82 14.840 1,757 12/31/14 $ 21,922 15,528 $ 252,175 $ 222,516
1 The purchase price used for annual distribution totals is a weighted average of the distribution reinvestment prices for the year. 2 Values are stated as of December 31 of the year indicated, after reinvestment of distributions, other than for initial purchase. 3 Includes a return of capital. 4 Includes Royce Global Value Trust spin-off of $1.40 per share.
12 | 2014 Annual Report to Stockholders
HISTORY AMOUNT INVESTED PURCHASE PRICE1 SHARES NAV VALUE2 MARKET VALUE2 Royce Micro-Cap Trust 12/14/93 Initial Purchase $ 7,500 $ 7.500 1,000 $ 7,250 $ 7,500 10/28/94 Rights Offering 1,400 7.000 200 12/19/94 Distribution $0.05 6.750 9 9,163 8,462 12/7/95 Distribution $0.36 7.500 58 11,264 10,136 12/6/96 Distribution $0.80 7.625 133 13,132 11,550 12/5/97 Distribution $1.00 10.000 140 16,694 15,593 12/7/98 Distribution $0.29 8.625 52 16,016 14,129 12/6/99 Distribution $0.27 8.781 49 18,051 14,769 12/6/00 Distribution $1.72 8.469 333 20,016 17,026 12/6/01 Distribution $0.57 9.880 114 24,701 21,924 2002 Annual distribution total $0.80 9.518 180 21,297 19,142 2003 Annual distribution total $0.92 10.004 217 33,125 31,311 2004 Annual distribution total $1.33 13.350 257 39,320 41,788 2005 Annual distribution total $1.85 13.848 383 41,969 45,500 2006 Annual distribution total $1.55 14.246 354 51,385 57,647 2007 Annual distribution total $1.35 13.584 357 51,709 45,802 2008 Annual distribution total $1.193 8.237 578 28,205 24,807 3/11/09 Distribution $0.223 4.260 228 41,314 34,212 12/2/10 Distribution $0.08 9.400 40 53,094 45,884 2011 Annual distribution total $0.533 8.773 289 49,014 43,596 2012 Annual distribution total $0.51 9.084 285 57,501 49,669 2013 Annual distribution total $1.38 11.864 630 83,110 74,222 2014 Annual distribution total $2.90 10.513 1,704 12/31/14 $ 8,900 7,590 $ 86,071 $ 76,507 Royce Global Value Trust 10/17/13 Initial Purchase $ 8,975 $ 8.975 1,000 $ 9,780 $ 8,975 12/11/14 Distribution $0.15 7.970 19 12/31/14 $ 8,975 1,019 $ 9,426 $ 8,193
1 The purchase price used for annual distribution totals is a weighted average of the distribution reinvestment prices for the year. 2 Values are stated as of December 31 of the year indicated, after reinvestment of distributions, other than for initial purchase. 3 Includes a return of capital.
2014 Annual Report to Stockholders | 13
Distribution Reinvestment and Cash Purchase Options
Why should I reinvest my distributions?
By reinvesting distributions, a stockholder can maintain an undiluted investment in the Fund. The regular reinvestment of distributions has a significant impact on stockholder returns. In contrast, the stockholder who takes distributions in cash is penalized when shares are issued below net asset value to other stockholders.
How does the reinvestment of distributions from the Royce closed-end funds work?
The Funds automatically issue shares in payment of distributions unless you indicate otherwise. The shares are generally issued at the lower of the market price or net asset value on the valuation date.
How does this apply to registered stockholders?
If your shares are registered directly with a Fund, your distributions are automatically reinvested unless you have otherwise instructed the Funds transfer agent, Computershare, in writing, in which case you will receive your distribution in cash. A registered stockholder also may have the option to receive the distribution in the form of a stock certificate.
What if my shares are held by a brokerage firm or a bank?
If your shares are held by a brokerage firm, bank, or other intermediary as the stockholder of record, you should contact your brokerage firm or bank to be certain that it is automatically reinvesting distributions on your behalf. If they are unable to reinvest distributions on behalf, you should have your shares registered in your name in order to participate.
What other features are available for registered stockholders?
The Distribution Reinvestment and Cash Purchase Plans also allow registered stockholders to make optional cash purchases of shares of a Funds common stock directly through Computershare on a monthly basis, and to deposit certificates representing your RVT and RMT shares with Computershare for safekeeping. (RGT does not issue shares in certificated form). Plan participants are subject to a $0.75 service fee for each voluntary cash purchase under the Plans. The Funds investment adviser absorbed all commissions on optional cash purchases under the Plans through December 31, 2014.
How do the Plans work for registered stockholders?
Computershare maintains the accounts for registered stockholders in the Plans and sends written confirmation of all transactions in the account. Shares in the account of each participant will be held by Computershare in non-certificated form in the name of the participant, and each participant will be able to vote those shares at a stockholder meeting or by proxy. A participant may also send stock certificates for RVT and RMT held by them to Computershare to be held in non-certificated form. RGT does not issue shares in certificated form. There is no service fee charged to participants for reinvesting distributions. If a participant elects to sell shares from a Plan account, Computershare will deduct a $2.50 service fee from the sale transaction. The Funds investment adviser absorbed all commissions on optional sales under the Plans through December 31, 2014. If a nominee is the registered owner of your shares, the nominee will maintain the accounts on your behalf.
How can I get more information on the Plans?
You can call an Investor Services Representative at (800) 221-4268 or you can request a copy of the Plan for your Fund from Computershare. All correspondence (including notifications) should be directed to: [Name of Fund] Distribution Reinvestment and Cash Purchase Plan, c/o Computershare, PO Box 43078, Providence, RI 02940-3078, telephone (800) 426-5523 (from 9:00 A.M. to 5:00 P.M.).
14 | 2014 Annual Report to Stockholders
Royce Value Trust December 31, 2014
Schedule of Investments
Common Stocks 102.8% SHARES VALUE CONSUMER DISCRETIONARY 11.8% AUTO COMPONENTS - 0.9%Drew Industries 129,206 $ 1,491,551Fuel Systems Solutions 1122,000 1,334,680Gentex Corporation122,740 4,434,596Global & Yuasa Battery35,500 1,275,040Selamat Sempurna6,867,400 2,619,299Standard Motor Products15,052 573,782 11,728,948 AUTOMOBILES - 0.9%Thor Industries 2124,980 6,982,633Winnebago Industries211,400 4,600,064 11,582,697 DISTRIBUTORS - 0.2%Weyco Group97,992 2,907,423 DIVERSIFIED CONSUMER SERVICES - 1.5%American Public Education 136,100 1,331,007Benesse Holdings35,000 1,039,698Career Education 120,000 139,200Collectors Universe72,300 1,508,178Lincoln Educational Services721,700 2,035,194MegaStudy15,000 725,406Regis Corporation 1,2,3233,800 3,918,488Sothebys138,200 5,967,476Universal Technical Institute130,432 1,283,451 17,948,098 HOTELS, RESTAURANTS & LEISURE - 0.0%Ambassadors Group 132,100 80,250Tropicana Entertainment 1,48,000 134,800 215,050 HOUSEHOLD DURABLES - 2.4%DeLonghi20,000 362,219Ethan Allen Interiors320,800 9,935,176Flexsteel Industries24,800 799,800Harman International Industries28,600 3,051,906Lifetime Brands54,426 936,127Mohawk Industries 1,228,000 4,350,080Natuzzi ADR 12,096,300 3,249,265NVR 12,600 3,315,858Stanley Furniture 1,51,012,235 2,773,524Turtle Beach 1,2,3184,782 589,454 29,363,409 INTERNET & CATALOG RETAIL - 0.2%Blue Nile 134,800 1,253,148Manutan International26,000 1,289,144 2,542,292 LEISURE PRODUCTS - 1.2%Arctic Cat15,800 560,900Beneteau 155,000 770,204LeapFrog Enterprises Cl. A 1240,100 1,133,272Nautilus 1676,100 10,263,198Shimano11,000 1,422,852Smith & Wesson Holding Corporation 139,300 372,171 14,522,597 MEDIA - 1.2%E.W. Scripps Company Cl. A 153,300 1,191,255Media Chinese International7,650,000 1,640,664Morningstar84,600 5,474,466Pico Far East Holdings6,575,000 1,506,650RLJ Entertainment 1
35,600 71,200SinoMedia Holding
500,000 278,852T4F Entretenimento 1
141,800 153,651Television Broadcasts
308,400 1,790,162Wiley (John) & Sons Cl. A
48,200 2,855,368 14,962,268 MULTILINE RETAIL - 0.2%New World Department Store China
6,427,200 2,054,707 SPECIALTY RETAIL - 1.5%Aeropostale 1
110,000 255,200Ascena Retail Group 1
109,485 1,375,132Buckle (The) 2
59,615 3,130,980Genesco 1
42,785 3,278,187I.T
1,127,000 324,855Lewis Group
200,000 1,279,730Oriental Watch Holdings
543,000 104,848Sears Hometown and Outlet Stores 1
10,400 136,760Signet Jewelers
8,000 1,052,560Stein Mart
167,800 2,453,236Systemax 1
194,000 2,619,000TravelCenters of America LLC 1
62,500 788,750West Marine 1
131,100 1,693,812 18,493,050 TEXTILES, APPAREL & LUXURY GOODS - 1.6%Asia Brands
117,100 99,663Crown Crafts
247,241 1,903,756Culp
55,500 1,203,240Daphne International Holdings
4,412,800 1,600,804Grendene
200,000 1,150,320Huvis Corporation
18,600 188,375J.G. Boswell Company 4
2,292 2,159,087Movado Group
75,161 2,132,317Pacific Textiles Holdings
550,000 727,505Stella International Holdings
300,000 787,202Van de Velde
22,500 1,060,022Wolverine World Wide 2
123,500 3,639,545YGM Trading
1,382,600 2,505,446 19,157,282 Total (Cost $121,593,230) 145,477,821 CONSUMER STAPLES 2.2% BEVERAGES - 0.0%Crimson Wine Group 1,4
11,876 111,635 FOOD & STAPLES RETAILING - 0.1%FamilyMart
37,000 1,381,268 FOOD PRODUCTS - 1.5%Alico
51,000 2,551,530Cal-Maine Foods
29,176 1,138,739Farmer Bros. 1
28,900 851,105Industrias Bachoco ADR 1
41,865 2,088,226Lancaster Colony
10,700 1,001,948Seneca Foods Cl. A 1
219,255 5,926,463Seneca Foods Cl. B 1
13,840 445,648Sipef
3,700 213,472Tootsie Roll Industries 2
124,135 3,804,738Waterloo Investment Holdings 1,6
598,676 227,497 18,249,366
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 15
Royce Value Trust
Schedule of Investments (continued) SHARES VALUE CONSUMER STAPLES (continued) PERSONAL PRODUCTS - 0.6%Nu Skin Enterprises Cl. A 2,3
161,310 $ 7,049,247 Total (Cost $24,078,392) 26,791,516 ENERGY 3.6% ENERGY EQUIPMENT & SERVICES - 3.2%Cal Dive International 1,4
276,250 19,337CARBO Ceramics 2,3
63,000 2,523,150Ensign Energy Services
134,000 1,176,450Helmerich & Payne
49,710 3,351,448ION Geophysical 1
361,500 994,125Oil States International 1
48,713 2,382,066Pason Systems
359,480 6,773,125SEACOR Holdings 1
141,092 10,414,001Steel Excel 1,4
156,880 3,922,000TGS-NOPEC Geophysical
125,070 2,706,057Tidewater
24,000 777,840Trican Well Service
45,200 216,702Unit Corporation 1
116,000 3,955,600 39,211,901 OIL, GAS & CONSUMABLE FUELS - 0.4%Contango Oil & Gas 1
7,000 204,680Green Plains
19,000 470,820Harvest Natural Resources 1
13,000 23,530Permian Basin Royalty Trust
276,000 2,635,800Resolute Energy 1,2,3
273,134 360,537World Fuel Services
16,600 779,038WPX Energy 1
110,000 1,279,300 5,753,705 Total (Cost $58,282,707) 44,965,606 FINANCIALS 15.7% BANKS - 2.2%Bank of N.T. Butterfield & Son
1,784,161 3,550,480BCB Holdings 1
209,426 39,169Farmers & Merchants Bank of Long Beach 4
1,200 7,219,200Fauquier Bankshares
160,800 3,035,904First Citizens BancShares Cl. A 2
29,026 7,337,483Mechanics Bank 4
200 5,200,000 26,382,236 CAPITAL MARKETS - 7.2%AllianceBernstein Holding L.P.
102,000 2,634,660Artisan Partners Asset Management Cl. A
86,960 4,394,089ASA Gold and Precious Metals
346,821 3,506,360Ashmore Group
899,800 3,901,073Aurelius
9,300 354,084CETIP - Mercados Organizados
430,000 5,207,767Cowen Group 1
731,158 3,509,558Dundee Corporation Cl. A 1
182,800 2,015,552Eaton Vance 2
40,500 1,657,665Edmond de Rothschild (Suisse)
123 1,889,786Federated Investors Cl. B
308,400 10,155,612GAMCO Investors Cl. A
20,200 1,796,588Jupiter Fund Management
230,000 1,291,266Lazard Cl. A
105,775 5,291,923Medley Management Cl. A
105,300 1,547,910MVC Capital
324,200 3,186,886Newtek Business Services 1
86,100 1,270,836Paris Orleans
346,893 7,464,488Qalaa Holdings 1
11,799,921 4,736,439RCS Capital Cl. A 2,3
9,500 116,280RHJ International 1
440,000 2,457,848SEI Investments
225,675 9,036,027Sprott
590,000 1,239,112U.S. Global Investors Cl. A
661,751 2,051,428Value Partners Group
6,703,000 5,598,185Virtus Investment Partners
7,040 1,200,250Westwood Holdings Group
23,460 1,450,297 88,961,969 CONSUMER FINANCE - 0.2%EZCORP Cl. A 1
211,000 2,479,250 DIVERSIFIED FINANCIAL SERVICES - 1.2%Banca Finnat Euramerica
1,060,000 518,149HF2 Financial Management Cl. A 1
292,300 3,031,151MarketAxess Holdings
100,000 7,171,000PICO Holdings 1
100,400 1,892,540Sofina
19,698 2,070,466 14,683,306 INSURANCE - 2.0%Alleghany Corporation 1
6,149 2,850,061E-L Financial
16,500 9,700,034Erie Indemnity Cl. A
25,000 2,269,250Greenlight Capital Re Cl. A 1
21,061 687,642Independence Holding Company
349,423 4,874,451Lancashire Holdings
115,000 996,751Primerica
53,000 2,875,780ProAssurance Corporation
17,139 773,826 25,027,795 INVESTMENT COMPANIES - 0.2%RIT Capital Partners
121,500 2,645,335 REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.2%OUTFRONT Media
95,339 2,558,899 REAL ESTATE MANAGEMENT & DEVELOPMENT - 1.9%Altisource Portfolio Solutions 1,2,3
9,000 304,110Brasil Brokers Participacoes
91,400 86,923Consolidated-Tomoka Land
42,868 2,392,034E-House (China) Holdings ADR 2,3
155,700 1,127,268Forestar Group 1
102,000 1,570,800Hopefluent Group Holdings
850,000 263,796Kennedy-Wilson Holdings
101,300 2,562,890Midland Holdings 1
2,500,000 1,263,119St. Joe Company (The) 1,2,3
197,000 3,622,830Tejon Ranch 1
342,600 10,092,996Tejon Ranch (Warrants) 1
96,561 168,982 23,455,748 THRIFTS & MORTGAGE FINANCE - 0.6%Genworth MI Canada
69,755 2,220,296Timberland Bancorp 5
444,200 4,708,520Vestin Realty Mortgage II 1
53,557 200,839 7,129,655 Total (Cost $173,324,236) 193,324,193 HEALTH CARE 5.9% BIOTECHNOLOGY - 0.5%ARIAD Pharmaceuticals 1,2,3
185,250 1,272,667ArQule 1
130,000 158,600Coronado Biosciences 1
170,000 414,800
16 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2014
Schedule of Investments (continued) SHARES VALUE HEALTH CARE (continued) BIOTECHNOLOGY (continued)Genomic Health 1
33,000 $ 1,055,010Green Cross
6,000 745,925Kite Pharma 1,2,3
800 46,136Myriad Genetics 1,2,3
78,093 2,659,848Rigel Pharmaceuticals 1
63,000 143,010 6,495,996 HEALTH CARE EQUIPMENT & SUPPLIES - 2.4%Allied Healthcare Products 1
63,225 116,334Analogic Corporation
38,135 3,226,602AngioDynamics 1,2
67,028 1,274,202Atrion Corporation 2,3
17,079 5,807,031bioMerieux
7,000 725,636Cerus Corporation 1
240,000 1,497,600CONMED Corporation
81,500 3,664,240DENTSPLY International
21,618 1,151,591Derma Sciences 1
87,142 811,292DiaSorin
32,500 1,310,641IDEXX Laboratories 1,2,3
57,411 8,512,329Invacare Corporation
61,200 1,025,712Synergetics USA 1,2
123,565 537,508 29,660,718 HEALTH CARE PROVIDERS & SERVICES - 0.4%Addus HomeCare 1
49,000 1,189,230Bio-Reference Laboratories 1,2
12,000 385,560Landauer
50,000 1,707,000MWI Veterinary Supply 1
10,000 1,699,100 4,980,890 HEALTH CARE TECHNOLOGY - 0.2%Medidata Solutions 1
40,000 1,910,000 LIFE SCIENCES TOOLS & SERVICES - 1.4%Bio-Rad Laboratories Cl. A 1
19,048 2,296,427Bio-Techne
37,843 3,496,693PAREXEL International 1
165,800 9,211,848PerkinElmer
39,000 1,705,470 16,710,438 PHARMACEUTICALS - 1.0%Adcock Ingram Holdings 1
28,300 119,536Boiron
10,000 843,751Lannett Company 1
46,050 1,974,624Medicines Company (The) 1
147,518 4,081,823Repros Therapeutics 1
122,000 1,216,340Santen Pharmaceutical
20,000 1,070,318Stallergenes
18,000 1,077,235Theravance Biopharma 1
83,000 1,238,360Vetoquinol
25,000 1,085,951 12,707,938 Total (Cost $44,198,051) 72,465,980 INDUSTRIALS 29.9% AEROSPACE & DEFENSE - 2.3%Curtiss-Wright
6,550 462,365Ducommun 1
117,200 2,962,816HEICO Corporation
236,638 14,292,935HEICO Corporation Cl. A
80,808 3,827,067Hexcel Corporation 1
47,500 1,970,775Magellan Aerospace
117,700 1,369,688Moog Cl. A 1
25,000 1,850,750Teledyne Technologies 1
20,600 2,116,444 28,852,840 AIR FREIGHT & LOGISTICS - 2.7%Expeditors International of Washington
158,900 7,088,529Forward Air
209,750 10,565,108Hub Group Cl. A 1,2
149,400 5,689,152UTi Worldwide 1
635,400 7,669,278XPO Logistics 1
50,000 2,044,000 33,056,067 BUILDING PRODUCTS - 1.2%American Woodmark 1
117,135 4,736,939Burnham Holdings Cl. B 4
36,000 720,000Simpson Manufacturing
275,300 9,525,380 14,982,319 COMMERCIAL SERVICES & SUPPLIES - 2.3%Brady Corporation Cl. A
45,900 1,254,906CompX International Cl. A
211,100 2,490,980Copart 1
178,360 6,508,356Heritage-Crystal Clean 1
102,527 1,264,158Intersections 2,3
71,100 278,001Kaba Holding
2,400 1,210,160Kimball International Cl. B
376,880 3,437,146Ritchie Bros. Auctioneers
438,324 11,786,532Societe BIC
1,500 199,071 28,429,310 CONSTRUCTION & ENGINEERING - 2.4%EMCOR Group 2,3
149,400 6,646,806Integrated Electrical Services 1
677,482 5,284,360Jacobs Engineering Group 1,2,3
174,900 7,816,281KBR
438,192 7,427,354Sterling Construction 1
326,671 2,087,428 29,262,229 ELECTRICAL EQUIPMENT - 2.5%Elektrobudowa
20,000 416,901EnerSys
40,155 2,478,366Franklin Electric
209,200 7,851,276Global Power Equipment Group
253,389 3,499,302GrafTech International 1
1,046,603 5,295,811Powell Industries
94,500 4,637,115Preformed Line Products
91,600 5,004,108Vicor 1
104,808 1,268,177 30,451,056 INDUSTRIAL CONGLOMERATES - 1.0%Carlisle Companies 2
28,615 2,582,218Dogan Sirketler Grubu Holding 1
4,727,500 1,536,889Hopewell Holdings
1,040,000 3,793,030Raven Industries
192,400 4,810,000 12,722,137 MACHINERY - 9.3%Astec Industries
20,000 786,200Burckhardt Compression Holding
8,400 3,216,128CB Industrial Product Holding
136,800 78,559Chen Hsong Holdings
1,159,000 304,273CIRCOR International
50,262 3,029,793CLARCOR
92,500 6,164,200Columbus McKinnon
56,535 1,585,241Donaldson Company
193,559 7,477,184Eastern Company (The)
22,000 377,300
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 17
Royce Value Trust
Schedule of Investments (continued) SHARES VALUE INDUSTRIALS (continued) MACHINERY (continued)Graco
104,776 $ 8,400,940Hurco Companies
45,952 1,566,504Hyster-Yale Materials Handling Cl. A
11,335 829,722IDEX Corporation
67,400 5,246,416John Bean Technologies
162,866 5,351,777Kennametal
191,100 6,839,469Lincoln Electric Holdings
46,360 3,203,012Lindsay Corporation 2,3
45,000 3,858,300Lydall 1
27,730 910,099Mueller Water Products Cl. A
33,600 344,064NN
197,100 4,052,376Nordson Corporation
24,296 1,894,116Pfeiffer Vacuum Technology
14,000 1,162,111PMFG 1
378,352 1,978,781Rational
2,000 628,589RBC Bearings
53,200 3,432,996Rotork
18,000 647,735Semperit AG Holding
25,640 1,240,722Spirax-Sarco Engineering
19,500 866,591Sun Hydraulics
71,018 2,796,689Tecumseh Products 1
46,700 144,303Tennant Company
41,900 3,023,923Timken Company (The)
29,795 1,271,651Valmont Industries 2
68,795 8,736,965Wabash National 1
99,100 1,224,876WABCO Holdings 1
43,400 4,547,452Wabtec Corporation
83,050 7,216,214Woodward
208,400 10,259,532 114,694,803 MARINE - 0.1%Kirby Corporation 1,2
10,100 815,474 PROFESSIONAL SERVICES - 3.7%Acacia Research 2
47,300 801,262Advisory Board (The) 1,2,3
150,277 7,360,568CRA International 1
3,910 118,551Exponent
12,700 1,047,750Franklin Covey 1
65,500 1,268,080Heidrick & Struggles International
76,480 1,762,864ICF International 1
66,696 2,733,202Insperity
105,000 3,558,450ManpowerGroup
98,658 6,725,516On Assignment 1
334,995 11,118,484Robert Half International
16,942 989,074RPX Corporation 1
30,500 420,290Towers Watson & Co. Cl. A
69,200 7,831,364Volt Information Sciences 1
19,000 203,870 45,939,325 ROAD & RAIL - 1.6%FRP Holdings 1
212,958 8,350,084Genesee & Wyoming Cl. A 1
20,000 1,798,400Landstar System
99,400 7,209,482Trancom
8,000 322,258Universal Truckload Services
78,916 2,249,895 19,930,119 TRADING COMPANIES & DISTRIBUTORS - 0.7%Aceto Corporation
61,475 1,334,008Kloeckner & Co 1
31,300 337,317MISUMI Group
36,200 1,189,075MSC Industrial Direct Cl. A 2
65,833 $ 5,348,931 8,209,331 TRANSPORTATION INFRASTRUCTURE - 0.1%Wesco Aircraft Holdings 1
68,400 956,232 Total (Cost $216,941,192) 368,301,242 INFORMATION TECHNOLOGY 20.6% COMMUNICATIONS EQUIPMENT - 0.9%ADTRAN
345,428 7,530,330Bel Fuse Cl. B
30,238 826,707Comba Telecom Systems Holdings
1,035,290 366,306Comtech Telecommunications
44,200 1,393,184Ellies Holdings 1
643,300 72,099EVS Broadcast Equipment
15,000 541,946UTStarcom Holdings 1
59,900 169,517 10,900,089 ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 9.7%Agilysys 1
165,125 2,078,924Anixter International 1,2
70,895 6,271,372Avnet
16,400 705,528AVX Corporation
44,600 624,400Benchmark Electronics 1
221,900 5,645,136Cognex Corporation 1
69,800 2,884,834Coherent 1
164,376 9,980,911Dolby Laboratories Cl. A
80,200 3,458,224Domino Printing Sciences
95,000 971,017DTS 1
207,000 6,365,250FEI Company
82,100 7,417,735FLIR Systems
262,600 8,484,606GSI Group 1
51,000 750,720Hollysys Automation Technologies 1
44,582 1,089,138IPG Photonics 1,2,3
68,380 5,123,030Kimball Electronics 1
214,635 2,579,913LRAD Corporation 1
548,244 1,480,259National Instruments
251,850 7,830,016Newport Corporation 1
570,200 10,896,522Oxford Instruments
8,000 158,026PC Connection
16,301 400,189Perceptron
357,700 3,559,115Plexus Corporation 1
176,100 7,257,081Richardson Electronics
573,732 5,737,320Rofin-Sinar Technologies 1
252,281 7,258,124Rogers Corporation 1
57,066 4,647,455TTM Technologies 1,2
496,400 3,737,892Vaisala Cl. A
30,320 804,129Vishay Precision Group 1
74,826 1,284,014 119,480,880 INTERNET SOFTWARE & SERVICES - 1.6%Care.com 1
298,900 2,474,892Cimpress 1,2
24,000 1,796,160Frontier Services Group 1
8,147,000 1,164,194j2 Global
42,960 2,663,520QuinStreet 1
508,132 3,084,361RealNetworks 1
376,750 2,652,320Spark Networks 1,2,3
107,000 384,130Support.com 1
1,452,099 3,063,929Textura Corporation 1,2,3
55,800 1,588,626
18 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2014
Schedule of Investments (continued) SHARES VALUE INFORMATION TECHNOLOGY (continued) INTERNET SOFTWARE & SERVICES (continued)United Online 1
59,771 $ 869,668 19,741,800 IT SERVICES - 2.8%Computer Task Group
105,000 1,000,650Convergys Corporation
121,000 2,464,770eClerx Services
35,000 723,647Hackett Group (The)
1,270,596 11,168,539Innodata 1
314,314 917,797MAXIMUS
179,000 9,816,360Metrofile Holdings
2,311,228 998,290MoneyGram International 1
75,000 681,750NeuStar Cl. A 1
29,287 814,179Sykes Enterprises 1
142,584 3,346,446Unisys Corporation 1
94,000 2,771,120 34,703,548 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 3.0%Advanced Energy Industries 1
35,000 829,500Amtech Systems 1
142,571 1,447,096Brooks Automation
128,000 1,632,000Cabot Microelectronics 1
13,734 649,893CEVA 1
58,000 1,052,120Cirrus Logic 1
20,201 476,138Diodes 1
260,850 7,191,634Entropic Communications 1
105,000 265,650Exar Corporation 1
157,576 1,607,275Fairchild Semiconductor International 1
124,000 2,093,120Integrated Silicon Solution
148,955 2,468,184Kopin Corporation 1
282,200 1,021,564Microsemi Corporation 1
25,000 709,500MKS Instruments
103,620 3,792,492MoSys 1,2
337,000 630,190Nanometrics 1
142,590 2,398,364Photronics 1
143,700 1,194,147Silicon Image 1
115,000 634,800STR Holdings 1
90,000 123,300Teradyne
228,000 4,512,120Tessera Technologies
22,235 795,124Veeco Instruments 1,2
42,000 1,464,960 36,989,171 SOFTWARE - 1.6%American Software Cl. A
165,990 1,512,169ANSYS 1,2,3
95,000 7,790,000Aspen Technology 1
42,100 1,474,342Blackbaud
31,400 1,358,364BroadSoft 1
40,000 1,160,800Computer Modelling Group
20,000 205,543Envivio 1
292,532 391,993ePlus 1
17,200 1,301,868Mentor Graphics
71,493 1,567,127SeaChange International 1
353,369 2,254,494SimCorp
18,000 475,204TeleNav 1
24,197 161,394 19,653,298 TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 1.0%Avid Technology 1
38,000 539,980BlackBerry 1,2,3
10,000 109,800Diebold 2,3
230,300 7,977,592Intevac 1
188,800 1,466,976Silicon Graphics International 1
133,500 1,519,230Western Digital 2
7,290 807,003 12,420,581 Total (Cost $184,774,817) 253,889,367 MATERIALS 7.5% CHEMICALS - 2.2%Cabot Corporation
13,709 601,277FutureFuel Corporation
94,000 1,223,880Hawkins
86,178 3,734,093Innospec
94,378 4,029,941KMG Chemicals
71,700 1,434,000Minerals Technologies
63,123 4,383,892OM Group
28,185 839,913Quaker Chemical
36,479 3,357,527Umicore
176,000 7,088,770 26,693,293 CONSTRUCTION MATERIALS - 0.9%Ash Grove Cement Cl. B 4
50,518 10,179,377Mardin Cimento Sanayii
491,700 999,849 11,179,226 CONTAINERS & PACKAGING - 0.8%Greif Cl. A
112,344 5,306,007Mayr-Melnhof Karton
44,000 4,566,110 9,872,117 METALS & MINING - 3.4%AuRico Gold
132,000 432,960Centerra Gold
160,000 831,813Central Steel & Wire 4
4,862 3,633,129Exeter Resource 1
475,000 280,108Fresnillo
22,500 267,003Gold Fields ADR
865,000 3,918,450Haynes International
23,000 1,115,500Hecla Mining
660,000 1,841,400IAMGOLD Corporation 1
510,000 1,377,000Imdex 1
1,591,766 617,134Kirkland Lake Gold 1
90,000 259,511Lundin Mining 1
640,000 3,150,973Maharashtra Seamless
150,000 567,216Major Drilling Group International
380,973 1,872,401Medusa Mining 1
75,600 40,230Pan American Silver
130,430 1,199,956Pretium Resources 1
246,000 1,420,778Reliance Steel & Aluminum
158,760 9,727,225Saracen Mineral Holdings 1
237,072 49,468Seabridge Gold 1
282,000 2,129,100Synalloy Corporation
178,800 3,148,668Victoria Gold 1
550,000 52,074Vista Gold 1
124,000 35,352Worthington Industries
148,000 4,453,320 42,420,769 PAPER & FOREST PRODUCTS - 0.2%Glatfelter
28,400 726,188Qunxing Paper Holdings 1,6
3,296,000 42,504Schweitzer-Mauduit International
30,238 1,279,067 2,047,759 Total (Cost $78,777,226) 92,213,164
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 19
Royce Value Trust December 31, 2014
Schedule of Investments (continued) SHARES VALUE TELECOMMUNICATION SERVICES 0.7% WIRELESS TELECOMMUNICATION SERVICES - 0.7%Spok Holdings
31,300 $ 543,368Telephone and Data Systems
348,270 8,793,818 Total (Cost $8,979,901) 9,337,186 MISCELLANEOUS7 4.9% Total (Cost $59,802,486) 60,190,696 TOTAL COMMON STOCKS (Cost $970,752,238) 1,266,956,771 PREFERRED STOCK - 0.1%Seneca Foods Conv. 1,6
50,000 1,216,350(Cost $724,063)
1,216,350 REPURCHASE AGREEMENT 2.4% Fixed Income Clearing Corporation, 0.00% dated 12/31/14, due 1/2/15, maturity value $29,555,000 (collateralized by obligations of various U.S. Government Agencies, 1.06% due 10/12/17, valued at $30,148,500) (Cost $29,555,000) 29,555,000 TOTAL INVESTMENTS 105.3% (Cost $1,001,031,301) 1,297,728,121 LIABILITIES LESS CASH AND OTHER ASSETS (5.3)% (65,773,483) NET ASSETS 100.0% $ 1,231,954,638
New additions in 2014. 1 Non-income producing. 2All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2014. Total market value of pledged securities at December 31, 2014, was $129,449,869.3At December 31, 2014, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $65,826,540.4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.5At December 31, 2014, the Fund owned 5% or more of the Companys outstanding voting securities thereby making the Company an Affiliated Company as that term is defined in the Investment Company Act of 1940. See Notes to Financial Statements.6Securities for which market quotations are not readily available represent 0.1% of net assets. These securities have been valued at their fair value under procedures approved by the Funds Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.7Includes securities first acquired in 2014 and less than 1% of net assets.Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2014, market value.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,002,051,873. At December 31, 2014, net unrealized appreciation for all securities was $295,676,248, consisting of aggregate gross unrealized appreciation of $372,999,155 and aggregate gross unrealized depreciation of $77,322,907. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.
20 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust December 31, 2014 Statement of Assets and Liabilities
ASSETS:
Investments at valueNon-Affiliated Companies (cost $963,292,576)
$ 1,260,691,077Affiliated Companies (cost $8,183,725)
7,482,044 Total investments at value 1,268,173,121 Repurchase agreements (at cost and value) 29,555,000 Cash and foreign currency 125,821 Receivable for investments sold 6,523,614 Receivable for dividends and interest 1,041,165 Prepaid expenses and other assets 497,204 Total Assets 1,305,915,925 LIABILITIES:
Revolving credit agreement 70,000,000 Payable for investments purchased 2,955,646 Payable for investment advisory fee 482,515 Payable for directors fees 43,955 Payable for interest expense 4,623 Accrued expenses 233,712 Deferred capital gains tax 240,836 Total Liabilities 73,961,287 Net Assets $ 1,231,954,638 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 75,868,548 shares outstanding (150,000,000 shares authorized) $ 887,979,480 Undistributed net investment income (loss) 2,286,303 Accumulated net realized gain (loss) on investments and foreign currency 45,251,984 Net unrealized appreciation (depreciation) on investments and foreign currency 296,436,871 Net Assets (net asset value per share - $16.24) $ 1,231,954,638 Investments at identified cost $ 971,476,301
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 21
Royce Value Trust Year Ended December 31, 2014 Statement of Operations
INVESTMENT INCOME: INCOME:
DividendsNon-Affiliated Companies
$ 16,916,493Affiliated Companies
79,956 Foreign withholding tax (486,916 ) Interest 34,754 Rehypothecation income 332,075 Securities lending 7,320 Total income 16,883,682 EXPENSES: Investment advisory fees 5,791,677 Interest expense 772,938 Stockholder reports 421,365 Custody and transfer agent fees 261,357 Directors fees 159,539 Administrative and office facilities 145,403 Professional fees 84,114 Other expenses 123,321 Total expenses 7,759,714 Compensating balance credits (9 ) Net expenses 7,759,705 Net investment income (loss) 9,123,977 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
NET REALIZED GAIN (LOSS): Investments 131,095,322 Foreign currency transactions (140,661 ) Net realized foreign capital gains tax (99,135 ) NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations (140,123,494 ) Net change in deferred foreign capital gain taxes on unrealized appreciation (240,836 ) Other assets and liabilities denominated in foreign currency (24,644 ) Net realized and unrealized gain (loss) on investments and foreign currency (9,533,448 ) NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ (409,471 )
22 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust Statement of Changes in Net Assets
YEAR ENDED 12/31/14 YEAR ENDED 12/31/13 INVESTMENT OPERATIONS:
Net investment income (loss) $ 9,123,977 $ 8,567,535 Net realized gain (loss) on investments and foreign currency 130,855,526 171,436,021 Net change in unrealized appreciation (depreciation) on investments and foreign currency (140,388,974 ) 191,177,592 Net increase (decrease) in net assets from investment operations (409,471 ) 371,181,148 DISTRIBUTIONS:
Net investment income (10,008,114 ) (7,723,525 ) Net realized gain on investments and foreign currency (123,263,927 ) (148,307,278 ) Total distributions (133,272,041 ) (156,030,803 ) CAPITAL STOCK TRANSACTIONS:
Reinvestment of distributions 57,806,861 26,224,892 Depreciation of securities contributed to Royce Global Value Trust spinoff (15,972,444 ) Total capital stock transactions 57,806,861 10,252,448 Net Increase (Decrease) In Net Assets (75,874,651 ) 225,402,793 NET ASSETS: Beginning of year 1,307,829,289 1,082,426,496 End of year (including undistributed net investment income (loss) of $2,286,303 at 12/31/14 and $6,453,789 at 12/31/13) $ 1,231,954,638 $ 1,307,829,289
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 23
Royce Value Trust December 31, 2014 Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ (409,471 ) Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:Purchases of long-term investments
(549,096,900 )Proceeds from sales and maturities of long-term investments
492,983,075Net purchases, sales and maturities of short-term investments
162,354,000Net (increase) decrease in dividends and interest receivable and other assets
566,854Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
(92,610 )Net change in unrealized appreciation (depreciation) on investments
140,123,494Net realized gain on investments and foreign currency
(130,855,526 ) Net cash provided by operating activities 115,572,916 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in revolving credit agreement (40,000,000 ) Distributions (133,272,041 ) Reinvestment of distributions 57,806,861 Net cash used for financing activities (115,465,180 ) INCREASE (DECREASE) IN CASH: 107,736 Cash and foreign currency at beginning of year 18,085 Cash and foreign currency at end of year $ 125,821
24 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust
Financial Highlights This table is presented to show selected data for a share of Common Stock outstanding throughout each period, and to assist stockholders in evaluating the Funds performance for the periods presented.
YEARS ENDED 12/31/14 12/31/13 12/31/12 12/31/11 12/31/10 Net Asset Value, Beginning of Period $ 18.17 $ 15.40 $ 14.18 $ 16.73 $ 12.87 INVESTMENT OPERATIONS: Net investment income (loss) 0.12 0.12 0.23 0.10 0.24Net realized and unrealized gain (loss) on investments and foreign currency
(0.13 ) 4.89 2.02 (1.62 ) 3.85 Total investment operations (0.01 ) 5.01 2.25 (1.52 ) 4.09 DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (0.04 ) (0.03 ) (0.20 ) Net realized gain on investments and foreign currency (0.13 ) (0.16 ) Total distributions to Preferred Stockholders (0.17 ) (0.19 ) (0.20 )Net Increase (Decrease) in Net Assets Applicable to Common Stockholders from Investment Operations
(0.01 ) 5.01 2.08 (1.71 ) 3.89 DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (0.14 ) (0.11 ) (0.17 ) (0.08 ) (0.03 ) Net realized gain on investments and foreign currency (1.68 ) (2.08 ) (0.63 ) (0.43 ) Return of capital (0.27 ) Total distributions to Common Stockholders (1.82 ) (2.19 ) (0.80 ) (0.78 ) (0.03 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.10 ) (0.05 ) (0.06 ) (0.06 ) (0.00 ) Total capital stock transactions (0.10 ) (0.05 ) (0.06 ) (0.06 ) (0.00 ) Net Asset Value, End of Period $ 16.24 $ 18.17 $ 15.40 $ 14.18 $ 16.73 Market Value, End of Period $ 14.33 $ 16.01 $ 13.42 $ 12.27 $ 14.54 TOTAL RETURN: 1 Net Asset Value 0.78 % 34.14 % 15.41 % (10.06 )% 30.27 % Market Value 0.93 % 35.63 % 16.22 % (10.46 )% 35.05 % RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: Investment advisory fee expense2 0.46 % 0.54 % 0.56 % 0.86 % 0.11 % Other operating expenses 0.15 % 0.25 % 0.15 % 0.12 % 0.12 % Total expenses (net)3 0.61 % 0.79 % 0.71 % 0.98 % 0.23 % Expenses net of fee waivers and excluding interest expense 0.55 % 0.65 % 0.68 % 0.98 % 0.23 % Expenses prior to fee waivers and balance credits 0.61 % 0.79 % 0.71 % 0.98 % 0.23 % Expenses prior to fee waivers 0.61 % 0.79 % 0.71 % 0.98 % 0.23 % Net investment income (loss) 0.72 % 0.70 % 1.57 % 0.63 % 1.69 % SUPPLEMENTAL DATA: Net Assets Applicable to Common Stockholders, End of Period (in thousands) $ 1,231,955 $ 1,307,829 $ 1,082,426 $ 966,640 $ 1,105,879 Liquidation Value of Preferred Stock, End of Period (in thousands) $ 220,000 $ 220,000 Portfolio Turnover Rate 40 % 33 % 25 % 26 % 30 % PREFERRED STOCK: Total shares outstanding 8,800,000 8,800,000 Asset coverage per share $ 134.88 $ 150.67 Liquidation preference per share $ 25.00 $ 25.00 Average month-end market value per share $ 25.37 $ 25.06 REVOLVING CREDIT AGREEMENT: Asset coverage 1860 % 1289 % 822 % Asset coverage per $1,000 $ 18,599 $ 12,889 $ 8,216
1The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Funds Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Funds net asset value is used on the purchase and sale dates instead of market value.2The investment advisory fee is calculated based on average net assets over a rolling 60-month basis, while the above ratios of investment advisory fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis.3Expense ratios based on total average net assets including liquidation value of Preferred Stock were 0.60%, 0.82% and 0.18% for the years ended December 31, 2012, 2011 and 2010, respectively.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 25
Royce Value Trust
Notes to Financial Statements
Summary of Significant Accounting Policies:Royce Value Trust, Inc. (the Fund), is a diversified closed-end investment company that was incorporated under the laws of the State of Maryland on July 1, 1986. The Fund commenced operations on November 26, 1986.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services-Investment Companies.
VALUATION OF INVESTMENTS:Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaqs Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their highest bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Funds Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.Various inputs are used in determining the value of the Funds investments, as noted above. These inputs are summarized in the three broad levels below:
Level 1 quoted prices in active markets for identical securities.Level 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Level 2 securities with values based on quoted prices for similar securities are noted in the Schedule of Investments.Level 3 significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.The following is a summary of the inputs used to value the Funds investments as of December 31, 2014. For a detailed breakout of common stocks by sector classification, please refer to the Schedule of Investments.
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Common Stocks $1,098,540,403 $168,146,367 $270,001 $1,266,956,771 Preferred Stocks 1,216,350 1,216,350 Cash Equivalents 29,555,000 29,555,000For the year ended December 31, 2014, certain securities have transferred in and out of Level 1 and Level 2 measurements. The Fund recognizes transfers between levels as of the end of the reporting period. At December 31, 2014, securities valued at $85,574,953 were transferred from Level 1 to Level 2 within the fair value hierarchy.
26 | 2014 Annual Report to Stockholders
Royce Value Trust
Notes to Financial Statements (continued)
VALUATION OF INVESTMENTS (continued):
Level 3 Reconciliation:
REALIZED AND UNREALIZED BALANCE AS OF 12/31/13 SALES GAIN (LOSS)1 BALANCE AS OF 12/31/14 Common Stocks $ 131,709 $ $ 138,292 $ 270,001 Preferred Stocks 1,578,555 72,406 (289,799) 1,216,350 1The net change in unrealized appreciation (depreciation) is included in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. Net realized gain (loss) from investments and foreign currency transactions is included in the accompanying Statement of Operations.
REPURCHASE AGREEMENTS:The Fund may enter into repurchase agreements with institutions that the Funds investment adviser has determined are creditworthy. The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities.
FOREIGN CURRENCY:Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, expiration of currency forward contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.
SECURITIES LENDING:The Fund loans securities through a lending agent to qualified institutional investors for the purpose of realizing additional income. Collateral for the Fund on all securities loaned is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral maintained is at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund retains the risk of any loss on the securities on loan as well as incurring the potential loss on investments purchased with cash collateral received for securities lending. The Funds securities lending income consists of the income earned on investing cash collateral, income plus any premium payments received for lending certain securities, less any rebates paid to borrowers and lending agent fees associated with the loan. The lending agent is not affiliated with Royce.
TAXES:As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes under the caption Tax Information.
CAPITAL GAINS TAXES:The Fund is subject to a tax imposed on short-term capital gains on securities of issuers domiciled in certain countries. The Fund records an estimated deferred tax liability for these securities that have been held for less than one year. This amount, if any, is reported as deferred capital gains tax in the accompanying Statement of Assets and Liabilities, assuming those positions were disposed of at the end of the period, and accounted for as a reduction in the market value of the security.
DISTRIBUTIONS:The Fund pays quarterly distributions on the Funds Common Stock at the annual rate of 7% of the rolling average of the prior four calendar quarter-end NAVs of the Funds Common Stock, with the fourth quarter distribution being the greater of 1.75% of the rolling average or the distribution required by IRS regulations. Prior to November 15, 2012, distributions to Preferred Stockholders were accrued daily and paid quarterly. Distributions to Common Stockholders are recorded on ex-dividend date. Distributable capital gains and/or net investment income were first allocated to Preferred Stockholder distributions, with any excess allocable to Common Stockholders. If capital gains and/or net investment income were allocated to both Preferred and Common Stockholders, the tax character of such allocations was proportional. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital. Distributions are determined in accordance with income tax regulations that may
2014 Annual Report to Stockholders | 27
Royce Value Trust
Notes to Financial Statements (continued)
DISTRIBUTIONS (continued):
differ from accounting principles generally accepted in the United States of America. Permanent book and tax differences relating to stockholder distributions will result in reclassifications within the capital accounts. Undistributed net investment income may include temporary book and tax basis differences, which will reverse in a subsequent period. Any taxable income or gain remaining undistributed at fiscal year end is distributed in the following year.On June 19, 2013, the Fund purchased 10,160 common shares of Royce Global Value Trust, Inc. (RGT) for $100,076. On October 18, 2013, the Fund contributed $99,899,924 in cash and securities in exchange for shares of RGT, and on the same date distributed all shares of RGT valued at $100,000,000 to Fund stockholders of record as of October 10, 2013, at the rate of one share of RGT for every seven shares of the Funds Common Stock outstanding. In connection with the spinoff of RGT, the securities contributed included $15,972,444 in unrealized depreciation.
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME:Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield-to-maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.
EXPENSES:The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Funds operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and professional fees. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of directors fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.
COMPENSATING BALANCE CREDITS:The Fund has an arrangement with its custodian bank, whereby a portion of the custodians fee is paid indirectly by credits earned on the Funds cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.
Capital Stock:The Fund issued 3,894,284 and 1,699,025 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2014 and December 31, 2013, respectively.
Borrowings:The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.As of December 31, 2014, the Fund has outstanding borrowings of $70,000,000. During the year ended December 31, 2014, the Fund borrowed an average daily balance of $64,397,260 at a weighted average borrowing cost of 1.18%. The maximum amount outstanding during the year ended December 31, 2014 was $110,000,000. As of December 31, 2014, the aggregate value of rehypothecated securities was $65,826,540. During the year ended December 31, 2014, the Fund earned $332,075 in fees from rehypothecated securities.
28 | 2014 Annual Report to Stockholders
Royce Value Trust
Notes to Financial Statements (continued)
Investment Advisory Agreement:As compensation for its services under the Investment Advisory Agreement, Royce receives a fee comprised of a Basic Fee (Basic Fee) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the S&P SmallCap 600 Index (S&P 600).The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Funds month-end net assets applicable to Common Stockholders, plus the liquidation value of outstanding Preferred Stock, for the rolling 60-month period ending with such month (the performance period). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the S&P 600 for the performance period by more than two percentage points. The performance period for each such month is a rolling 60-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the S&P 600 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the S&P 600 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.Notwithstanding the foregoing, Royce is not entitled to receive any fee for any month when the investment performance of the Fund for the rolling 36-month period ending with such month is negative. In the event that the Funds investment performance for such a performance period is less than zero, Royce will not be required to refund to the Fund any fee earned in respect of any prior performance period.For the twelve rolling 60-month periods in 2014, the Funds investment performance ranged from 8% to 46% below the investment performance of the S&P 600. Accordingly, the net investment advisory fee consisted of a Basic Fee of $11,225,376 and a net downward adjustment of $5,433,699 for the performance of the Fund relative to that of the S&P 600. For the year ended December 31, 2014, the Fund accrued and paid Royce investment advisory fees totaling $5,791,677.
Purchases and Sales of Investment Securities:For the year ended December 31, 2014, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $548,967,546 and $491,321,593, respectively.
Distributions to Stockholders:The tax character of distributions paid to common stockholders during 2014 and 2013 was as follows:
DISTRIBUTIONS PAID FROM: 2014 2013 Ordinary income $ 29,761,905 $ 32,048,727 Long-term capital gain 103,510,136 123,982,076 $ 133,272,041 $ 156,030,803As of December 31, 2014, the tax basis components of distributable earnings included in stockholders equity were as follows:Net unrealized appreciation (depreciation) $ 295,416,299 Post October loss* (22,786 ) Undistributed ordinary income 3,495,452 Undistributed capital gains 45,086,193 $ 343,975,158 *Under the current tax law, capital losses and foreign currency losses after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. As of December 31, 2014, the Fund had $22,786 of post October currency losses.
The difference between book and tax basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral on wash sales, partnership investments and the unrealized gains on Passive Foreign Investment Companies.For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences and different characterization of distributions made by the Fund. For the year ended December 31, 2014, the Fund recorded the following permanent reclassifications. Results of operations and net assets were not affected by these reclassifications.
UNDISTRIBUTED NET ACCUMULATED NET INVESTMENT INCOME REALIZED GAIN (LOSS) $(3,283,348) $3,283,348
Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2011-2014) and has concluded that as of December 31, 2014, no provision for income tax is required in the Funds financial statements.
2014 Annual Report to Stockholders | 29
Royce Value Trust
Notes to Financial Statements (continued)
Transactions in Affiliated Companies:An Affiliated Company as defined in the Investment Company Act of 1940, is a company in which a fund owns 5% or more of the companys outstanding voting securities at any time during the period. The Fund effected the following transactions in shares of such companies for the year ended December 31, 2014:
SHARES MARKET VALUE COST OF COST OF REALIZED DIVIDEND SHARES MARKET VALUE AFFILIATED COMPANY 12/31/13 12/31/13 PURCHASES SALES GAIN (LOSS) INCOME 12/31/14 12/31/14 Stanley Furniture 50,000 $ 192,000 $2,549,923 1,012,235 $2,773,524 Timberland Bancorp 444,200 4,273,204 $79,956 444,200 4,708,520 $4,465,204 $79,956 $7,482,044
30 | 2014 Annual Report to Stockholders
Royce Value Trust
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Royce Value Trust, Inc.
New York, New YorkWe have audited the accompanying statement of assets and liabilities of Royce Value Trust, Inc., (Fund) including the schedule of investments, as of December 31, 2014, and the related statement of operations and statement of cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Royce Value Trust, Inc. at December 31, 2014, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
TAIT, WELLER, & BAKER LLP
Philadelphia, Pennsylvania
February 23, 2015
2014 Annual Report to Stockholders | 31
Royce Micro-Cap Trust
Schedule of Investments Common Stocks 109.4% SHARES VALUE CONSUMER DISCRETIONARY 18.9% AUTO COMPONENTS - 2.6%China Zenix Auto International ADR 1
32,182 $ 46,020Drew Industries 1,2
68,300 3,488,081Fuel Systems Solutions 1
171,000 1,870,740Global & Yuasa Battery
53,800 1,932,315Motorcar Parts of America 1
50,000 1,554,500Spartan Motors
55,500 291,930Standard Motor Products
26,000 991,120 10,174,706 DISTRIBUTORS - 0.9%Core-Mark Holding Company
25,200 1,560,636Weyco Group
59,600 1,768,332 3,328,968 DIVERSIFIED CONSUMER SERVICES - 1.8%American Public Education 1
61,700 2,274,879Capella Education
2,700 207,792Collectors Universe
76,000 1,585,360Liberty Tax 1
45,100 1,611,874Lincoln Educational Services
476,300 1,343,166 7,023,071 HOTELS, RESTAURANTS & LEISURE - 0.5%Monarch Casino & Resort 1
31,997 530,830MTY Food Group
41,700 1,209,939 1,740,769 HOUSEHOLD DURABLES - 3.7%Cavco Industries 1
3,091 245,024Ethan Allen Interiors 2
73,400 2,273,198Flexsteel Industries 2
90,600 2,921,850iRobot Corporation 1,2
15,000 520,800Lifetime Brands
188,494 3,242,097Skullcandy 1
78,200 718,658Skyline Corporation 1
183,400 742,770Stanley Furniture 1
93,468 256,102Turtle Beach 1,2,3
235,218 750,345Universal Electronics 1
39,900 2,594,697 14,265,541 INTERNET & CATALOG RETAIL - 1.0%Blue Nile 1
41,600 1,498,016FTD Companies 1
69,700 2,426,954 3,924,970 LEISURE PRODUCTS - 1.9%Arctic Cat
31,500 1,118,250LeapFrog Enterprises Cl. A 1,2,3
384,300 1,813,896Nautilus 1
195,900 2,973,762Smith & Wesson Holding Corporation 1,2
155,900 1,476,373 7,382,281 MEDIA - 1.4%Rentrak Corporation 1
25,800 1,878,756Saga Communications Cl. A
12,100 526,108Value Line
169,000 2,813,850 5,218,714 MULTILINE RETAIL - 0.1%Tuesday Morning 1
23,600 512,120 SPECIALTY RETAIL - 2.9%Aeropostale 1
165,000 382,800Americas Car-Mart 1,2,3
33,500 1,788,230Destination Maternity
206,100 3,287,295Kirklands 1
12,300 290,772Le Chateau Cl. A 1
685,000 471,682Lewis Group
57,000 364,723Shoe Carnival 2
31,628 812,523Stage Stores 2
25,000 517,500Systemax 1,2
44,000 594,000Tandy Leather Factory
44,233 399,424TravelCenters of America LLC 1
106,363 1,342,301West Marine 1
86,000 1,111,120 11,362,370 TEXTILES, APPAREL & LUXURY GOODS - 2.1%Crown Crafts
216,259 1,665,194Culp
70,500 1,528,440J.G. Boswell Company 4
2,490 2,345,605Movado Group 2
44,374 1,258,891YGM Trading
781,000 1,415,271 8,213,401 Total (Cost $58,260,440) 73,146,911 CONSUMER STAPLES 1.8% BEVERAGES - 0.1%Crimson Wine Group 1,4
58,124 546,365 FOOD PRODUCTS - 1.5%Alico
20,000 1,000,600Farmer Bros. 1
40,500 1,192,725John B. Sanfilippo & Son
3,500 159,250Seneca Foods Cl. A 1
51,400 1,389,342Seneca Foods Cl. B 1
42,500 1,368,500SunOpta 1
48,900 579,465Waterloo Investment Holdings 1,5
806,207 306,359 5,996,241 PERSONAL PRODUCTS - 0.2%Inter Parfums 2
24,800 680,760 Total (Cost $4,272,416) 7,223,366 ENERGY 2.4% ENERGY EQUIPMENT & SERVICES - 1.1%Dawson Geophysical
53,213 650,795Geospace Technologies 1,2
9,500 251,750Gulf Island Fabrication
29,116 564,559Matrix Service 1,2
38,100 850,392Newpark Resources 1
63,400 604,836North American Energy Partners
50,000 157,000Pioneer Energy Services 1,2
57,500 318,550Tesco Corporation 2
58,000 743,560 4,141,442 OIL, GAS & CONSUMABLE FUELS - 1.3%Approach Resources 1,2,3
12,000 76,680Harvest Natural Resources 1
13,176 23,849Permian Basin Royalty Trust
406,333 3,880,480Resolute Energy 1,2,3
102,100 134,772Sprott Resource 1
91,800 148,549StealthGas 1
74,500 470,095VAALCO Energy 1,2
79,100 360,696 5,095,121 Total (Cost $10,971,336) 9,236,563 FINANCIALS 18.0% BANKS - 1.9%Bank of N.T. Butterfield & Son
438,100 871,819BCB Holdings 1
906,207 169,490
32 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2014
Schedule of Investments (continued) SHARES VALUE FINANCIALS (continued) BANKS (continued)Bryn Mawr Bank
25,000 $ 782,500Chemung Financial
31,000 858,390Fauquier Bankshares 2
140,200 2,646,976First Bancorp (The)
40,200 727,218First Internet Bancorp
28,500 477,090Peapack-Gladstone Financial
53,606 994,927 7,528,410 CAPITAL MARKETS - 8.6%ASA Gold and Precious Metals
206,150 2,084,177Cowen Group 1
353,900 1,698,720Diamond Hill Investment Group
27,879 3,848,417Equity Trustees
42,229 665,624FBR & Co. 1
51,684 1,270,910Fiera Capital Cl. A
78,000 852,642FXCM Cl. A 2
60,980 1,010,439INTL FCStone 1,2
26,310 541,197JZ Capital Partners
253,999 1,593,464Medley Management Cl. A
145,800 2,143,260MVC Capital 2
387,400 3,808,142Newtek Business Services 1
78,100 1,152,756OHA Investment
230,820 1,082,546Queen City Investments 4
948 1,033,320RHJ International 1
230,000 1,284,784Silvercrest Asset Management Group Cl. A
228,600 3,577,590Sprott
622,200 1,306,738U.S. Global Investors Cl. A
651,254 2,018,887Urbana Corporation
237,600 409,020Westwood Holdings Group 2
29,800 1,842,236 33,224,869 CONSUMER FINANCE - 1.3%EZCORP Cl. A 1,2
234,400 2,754,200J.G. Wentworth Company Cl. A 1
160,000 1,705,600Regional Management 1
51,400 812,634 5,272,434 DIVERSIFIED FINANCIAL SERVICES - 1.4%Banca Finnat Euramerica
1,310,000 640,355GAIN Capital Holdings
25,000 225,500HF2 Financial Management Cl. A 1
292,160 3,029,699PICO Holdings 1,2
45,700 861,445Warsaw Stock Exchange
52,900 681,632 5,438,631 INSURANCE - 2.2%Hallmark Financial Services 1
120,782 1,460,255Independence Holding Company
105,380 1,470,051National Western Life Insurance Cl. A 2
7,033 1,893,635State Auto Financial 2,3
109,264 2,427,846United Fire Group 2
38,603 1,147,667 8,399,454 REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.4%BRT Realty Trust 1
230,331 1,607,710 REAL ESTATE MANAGEMENT & DEVELOPMENT - 2.0%AV Homes 1
36,400 530,348Consolidated-Tomoka Land
28,844 1,609,495Forestar Group 1,2,3
53,000 816,200Griffin Land & Nurseries
47,746 1,435,245Tejon Ranch 1,2,3
112,162 3,304,293Tejon Ranch (Warrants) 1
13,146 23,005 7,718,586 THRIFTS & MORTGAGE FINANCE - 0.2%Alliance Bancorp, Inc. of Pennsylvania
40,162 716,892 Total (Cost $62,464,037) 69,906,986 HEALTH CARE 10.4% BIOTECHNOLOGY - 0.7%ARIAD Pharmaceuticals 1,2,3
134,102 921,281ArQule 1
70,000 85,400Celsion Corporation 1
115,555 269,243ChemoCentryx 1
70,000 478,100Coronado Biosciences 1
297,400 725,656Rigel Pharmaceuticals 1
152,392 345,930 2,825,610 HEALTH CARE EQUIPMENT & SUPPLIES - 5.1%Allied Healthcare Products 1
61,772 113,661AngioDynamics 1,2,3
70,163 1,333,799Atrion Corporation
12,132 4,125,001Cerus Corporation 1,2,3
140,000 873,600CryoLife
54,473 617,179Cynosure Cl. A 1
6,500 178,230Derma Sciences 1
74,958 697,859Exactech 1,2
137,200 3,233,804Invacare Corporation 2
126,300 2,116,788Meridian Bioscience
71,500 1,176,890RTI Surgical 1
10,000 52,000STRATEC Biomedical
14,000 774,800Synergetics USA 1,2
156,435 680,492Syneron Medical 1
69,200 645,636Trinity Biotech ADR Cl. A
55,800 977,058Utah Medical Products
38,100 2,287,905 19,884,702 HEALTH CARE PROVIDERS & SERVICES - 2.7%Addus HomeCare 1
66,000 1,601,820Bio-Reference Laboratories 1,2
14,900 478,737CorVel Corporation 1,2
40,000 1,488,800Cross Country Healthcare 1
250,498 3,126,215PDI 1
65,383 117,035PharMerica Corporation 1,2
40,000 828,400Psychemedics Corporation
77,900 1,173,953U.S. Physical Therapy
33,257 1,395,464 10,210,424 HEALTH CARE TECHNOLOGY - 0.3%Computer Programs and Systems
5,000 303,750HealthStream 1
24,227 714,212 1,017,962 PHARMACEUTICALS - 1.6%Agile Therapeutics 1,2,3
80,000 491,200Relypsa 1
87,000 2,679,600Repros Therapeutics 1
129,000 1,286,130Theravance Biopharma 1
124,000 1,850,080 6,307,010 Total (Cost $30,358,622) 40,245,708 INDUSTRIALS 23.1% AEROSPACE & DEFENSE - 1.8%Astronics Corporation 1
6,444 356,418Astronics Corporation Cl. B 1,4
764 41,997Breeze-Eastern Corporation 1
24,233 245,965CPI Aerostructures 1
81,021 849,910
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 33
Royce Micro-Cap Trust
Schedule of Investments (continued) SHARES VALUE INDUSTRIALS (continued) AEROSPACE & DEFENSE (continued)Ducommun 1
93,800 $ 2,371,264Innovative Solutions and Support 1
142,828 454,193Kratos Defense & Security Solutions 1
72,324 363,066SIFCO Industries
45,800 1,335,070Sparton Corporation 1,2
35,700 1,011,738 7,029,621 AIR FREIGHT & LOGISTICS - 0.1%Echo Global Logistics 1
16,100 470,120 BUILDING PRODUCTS - 2.0%AAON 2
30,300 678,417American Woodmark 1,2,3
46,600 1,884,504Apogee Enterprises
31,900 1,351,603Burnham Holdings Cl. A 4
117,000 2,340,000Griffon Corporation 2
36,300 482,790Insteel Industries
39,000 919,620 7,656,934 COMMERCIAL SERVICES & SUPPLIES - 1.3%CompX International Cl. A
107,500 1,268,500Heritage-Crystal Clean 1
226,377 2,791,228Intersections
88,900 347,599Team 1,2,3
17,500 708,050 5,115,377 CONSTRUCTION & ENGINEERING - 3.0%Ameresco Cl. A 1
295,700 2,069,900Integrated Electrical Services 1
570,682 4,451,320Layne Christensen 1,2
50,000 477,000MYR Group 1,2,3
107,100 2,934,540Orbit Garant Drilling 1
1,512,500 1,809,584 11,742,344 ELECTRICAL EQUIPMENT - 1.6%AZZ
16,494 773,899Encore Wire 2
15,000 559,950Global Power Equipment Group
60,449 834,801LSI Industries
93,012 631,551Orion Energy Systems 1
100,000 550,000Powell Industries
28,400 1,393,588Preformed Line Products
18,143 991,152Vicor 1
30,000 363,000 6,097,941 INDUSTRIAL CONGLOMERATES - 0.6%Raven Industries 2
93,400 2,335,000 MACHINERY - 6.3%Alamo Group
14,200 687,848ARC Group Worldwide 1,2,3
39,250 397,995CIRCOR International 2
1,100 66,308Columbus McKinnon
24,350 682,774Douglas Dynamics
50,000 1,071,500Eastern Company (The)
39,750 681,712Energy Recovery 1,2,3
21,200 111,724Foster (L.B.) Company 2,3
59,200 2,875,344Graham Corporation 2
107,050 3,079,829Hurco Companies
57,266 1,952,198Kadant
24,400 1,041,636Luxfer Holdings ADR
45,100 673,343NN
164,300 3,378,008Pfeiffer Vacuum Technology
21,000 1,743,167PMFG 1
223,245 1,167,571Sun Hydraulics
17,100 673,398Tennant Company 2,3
37,200 2,684,724Wabash National 1
125,500 1,551,180 24,520,259 MARINE - 0.3%Clarkson
32,700 965,226 PROFESSIONAL SERVICES - 2.3%Acacia Research 2,3
58,800 996,072CBIZ 1
47,000 402,320Franklin Covey 1
84,100 1,628,176GP Strategies 1
2,000 67,860Heidrick & Struggles International
73,468 1,693,437ICF International 1
15,700 643,386Kforce 2
71,000 1,713,230Mistras Group 1
4,100 75,153Resources Connection
20,000 329,000RPX Corporation 1
104,900 1,445,522 8,994,156 ROAD & RAIL - 2.1%FRP Holdings 1,2
109,081 4,277,066Marten Transport
5,200 113,672Universal Truckload Services 2
134,200 3,826,042 8,216,780 TRADING COMPANIES & DISTRIBUTORS - 1.4%Aceto Corporation
72,219 1,567,152Houston Wire & Cable
162,075 1,936,796Lawson Products 1
50,269 1,335,648MFC Industrial
70,000 495,600 5,335,196 TRANSPORTATION INFRASTRUCTURE - 0.3%Touax
53,197 947,166 Total (Cost $62,550,925) 89,426,120 INFORMATION TECHNOLOGY 23.0% COMMUNICATIONS EQUIPMENT - 1.4%Applied Optoelectronics 1,2,3
7,500 84,150Bel Fuse Cl. A
67,705 1,641,169CalAmp Corporation 1
60,200 1,101,660Ceragon Networks 1
29,700 29,997ClearOne
25,000 241,500Comtech Telecommunications
17,300 545,296Extreme Networks 1
320,000 1,129,600KVH Industries 1
8,900 112,585PCTEL
44,100 381,906Sandvine Corporation 1
22,700 63,892UTStarcom Holdings 1
75,200 212,816 5,544,571 ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 7.7%Agilysys 1
170,587 2,147,690Deswell Industries
544,371 979,868DTS 1
66,500 2,044,875Identiv 1
39,900 554,211Inficon Holding
3,600 1,116,153LRAD Corporation 1
401,756 1,084,741Mercury Systems 1
10,900 151,728Mesa Laboratories
42,789 3,308,018Newport Corporation 1,2,3
236,623 4,521,865Orbotech 1
127,800 1,891,440PC Connection
43,716 1,073,228
34 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2014
Schedule of Investments (continued) SHARES VALUE INFORMATION TECHNOLOGY (continued) ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS (continued)Pulse Electronics 1,4
251,793 $ 276,972Richardson Electronics
330,900 3,309,000Rofin-Sinar Technologies 1
71,100 2,045,547Rogers Corporation 1,2,3
14,700 1,197,168TTM Technologies 1,2
179,400 1,350,882Vishay Precision Group 1
154,000 2,642,640 29,696,026 INTERNET SOFTWARE & SERVICES - 4.5%Care.com 1,2
284,254 2,353,623Frontier Services Group 1
10,253,000 1,465,138GTT Communications 1,2
177,960 2,354,411LivePerson 1
3,700 52,170Marchex Cl. B
95,000 436,050QuinStreet 1
387,700 2,353,339RealNetworks 1
244,000 1,717,760Reis
25,000 654,250Stamps.com 1
3,100 148,769Support.com 1
1,212,763 2,558,930Textura Corporation 1,2,3
66,700 1,898,949United Online 1
58,400 849,720World Energy Solutions 1
100,000 550,000 17,393,109 IT SERVICES - 1.5%Cass Information Systems 2
29,150 1,552,238Computer Task Group 2
189,900 1,809,747Hackett Group (The)
103,500 909,765Higher One Holdings 1
17,500 73,675Innodata 1
437,275 1,276,843Sykes Enterprises 1
6,300 147,861 5,770,129 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 4.4%Advanced Energy Industries 1,2,3
49,900 1,182,630Amtech Systems 1
153,500 1,558,025Brooks Automation
153,600 1,958,400Cascade Microtech 1
29,300 428,073CEVA 1
98,122 1,779,933Entropic Communications 1
235,247 595,175Exar Corporation 1
233,208 2,378,722Integrated Silicon Solution
26,967 446,843IXYS Corporation
18,800 236,880Kulicke & Soffa Industries 1
67,900 981,834MoSys 1,2,3
402,275 752,254Nanometrics 1
50,800 854,456PDF Solutions 1
6,050 89,903Photronics 1
177,000 1,470,870Rubicon Technology 1,2,3
76,899 351,428Rudolph Technologies 1,2
52,500 537,075Silicon Image 1
60,600 334,512Silicon Motion Technology ADR 2
18,200 430,430Ultra Clean Holdings 1
68,800 638,464Xcerra Corporation 1
22,400 205,184 17,211,091 SOFTWARE - 1.6%American Software Cl. A
170,252 1,550,996BSQUARE Corporation 1
98,675 448,971Envivio 1
489,376 655,764ePlus 1
31,299 2,369,021SeaChange International 1
204,000 1,301,520 6,326,272 TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 1.9%Avid Technology 1
51,900 737,499Intevac 1
279,500 2,171,715Kortek
135,007 1,218,828Qumu Corporation 1
202,200 2,764,074TransAct Technologies
78,600 422,082 7,314,198 Total (Cost $78,794,174) 89,255,396 MATERIALS 6.9% CHEMICALS - 2.3%Balchem Corporation 2
11,775 784,686FutureFuel Corporation
126,700 1,649,634Hawkins 2
29,697 1,286,771KMG Chemicals
58,300 1,166,000Landec Corporation 1
75,610 1,044,174Quaker Chemical
30,400 2,798,016 8,729,281 CONSTRUCTION MATERIALS - 0.6%Ash Grove Cement 4
8,000 1,612,000Monarch Cement 4
28,803 792,082 2,404,082 CONTAINERS & PACKAGING - 0.3%UFP Technologies 1
44,336 1,090,001 METALS & MINING - 3.7%AuRico Gold
91,250 299,300Central Steel & Wire 4
788 588,833Comstock Mining 1
565,000 429,400Exeter Resource 1
196,500 115,876Geodrill 1
252,300 125,955Haynes International 2
48,801 2,366,848Hecla Mining
44,518 124,205Horsehead Holding Corporation 1,2,3
11,900 188,377Imdex 1
633,900 245,766MAG Silver 1
96,050 782,808Major Drilling Group International
460,857 2,265,014Materion Corporation
50,000 1,761,500Midway Gold 1
345,000 255,300Olympic Steel
103,100 1,833,118Pretium Resources 1
90,000 519,797RTI International Metals 1,2,3
25,000 631,500Universal Stainless & Alloy Products 1
74,800 1,881,220 14,414,817 PAPER & FOREST PRODUCTS - 0.0%Qunxing Paper Holdings 1,5
1,500,000 19,343 Total (Cost $25,330,529) 26,657,524 UTILITIES 0.0% INDEPENDENT POWER & RENEWABLE ELECTRICITY PRODUCER - 0.0%Alterra Power 1
450,000 125,882 Total (Cost $200,516) 125,882 MISCELLANEOUS6 4.9% Total (Cost $19,329,253) 18,888,585 TOTAL COMMON STOCKS (Cost $352,532,248) 424,113,041
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 35
Royce Micro-Cap Trust December 31, 2014 Schedule of Investments (continued) SHARES VALUE PREFERRED STOCK 0.3%Seneca Foods Conv.1,4
45,409 $ 1,181,996(Cost $578,719)
1,181,996 REPURCHASE AGREEMENT 0.7% Fixed Income Clearing Corporation, 0.00% dated 12/31/14, due 1/2/15, maturity value $2,656,000 (collateralized by obligations of various U.S. Government Agencies, 0.75% due 10/31/17, valued at $2,709,563) (Cost $2,656,000) 2,656,000 TOTAL INVESTMENTS 110.4% (Cost $355,766,967) 427,951,037 LIABILITIES LESS CASH AND OTHER ASSETS (10.4)% (40,463,062 ) NET ASSETS 100.0% $ 387,487,975
New additions in 2014. 1 Non-income producing. 2All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2014. Total market value of pledged securities at December 31, 2014, was $96,173,597.3At December 31, 2014, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $27,492,842.4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.5Securities for which market quotations are not readily available represent 0.1% of net assets. These securities have been valued at their fair value under procedures approved by the Funds Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.6Includes securities first acquired in 2014 and less than 1% of net assets.Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2014, market value.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $358,198,776. At December 31, 2014, net unrealized appreciation for all securities was $69,752,261, consisting of aggregate gross unrealized appreciation of $104,023,303 and aggregate gross unrealized depreciation of $34,271,042. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.
36 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Micro-Cap Trust December 31, 2014
Statement of Assets and Liabilities ASSETS: Total investments at value $ 425,295,037 Repurchase agreements (at cost and value) 2,656,000 Cash and foreign currency 186 Receivable for investments sold 20,320,036 Receivable for dividends and interest 340,072 Prepaid expenses and other assets 25,699 Total Assets 448,637,030 LIABILITIES: Revolving credit agreement 60,000,000 Payable for investments purchased 665,684 Payable for investment advisory fee 351,353 Payable for directors fees 23,147 Payable for interest expense 3,962 Accrued expenses 104,909 Total Liabilities 61,149,055 Net Assets $ 387,487,975 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 34,185,464 shares outstanding (150,000,000 shares authorized) $ 289,687,913 Undistributed net investment income (loss) (1,763,387 ) Accumulated net realized gain (loss) on investments and foreign currency 27,385,489 Net unrealized appreciation (depreciation) on investments and foreign currency 72,177,960 Net Assets (net asset value per share - $11.33) $ 387,487,975 Investments at identified cost $ 353,110,967
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 37
Royce Micro-Cap Trust Year Ended December 31, 2014
Statement of Operations INVESTMENT INCOME: INCOME: Dividends $ 4,549,037 Foreign withholding tax (91,626 ) Rehypothecation income 116,882 Total income 4,574,293 EXPENSES: Investment advisory fees 3,921,649 Interest expense 541,552 Stockholder reports 150,861 Custody and transfer agent fees 98,826 Directors fees 83,171 Professional fees 53,558 Administrative and office facilities 48,144 Other expenses 59,471 Total expenses 4,957,232 Compensating balance credits (7 ) Net expenses 4,957,225 Net investment income (loss) (382,932 ) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments in Non-Affiliated Companies 92,315,444 Investments in Affiliated Companies 2,201,756 Foreign currency transactions (13,142 ) NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations (85,893,164 ) Other assets and liabilities denominated in foreign currency (9,910 ) Net realized and unrealized gain (loss) on investments and foreign currency 8,600,984 NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ 8,218,052
38 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Micro-Cap Trust
Statement of Changes in Net Assets YEAR ENDED 12/31/14 YEAR ENDED 12/31/13 INVESTMENT OPERATIONS: Net investment income (loss) $ (382,932 ) $ 290,965 Net realized gain (loss) on investments and foreign currency 94,504,058 56,051,091 Net change in unrealized appreciation (depreciation) on investments and foreign currency (85,903,074 ) 80,679,878 Net increase (decrease) in net assets from investment operations 8,218,052 137,021,934 DISTRIBUTIONS: Net investment income (1,343,094 ) (933,371 ) Net realized gain on investments and foreign currency (89,530,419 ) (39,825,192 ) Total distributions (90,873,513 ) (40,758,563 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 37,022,256 18,312,849 Total capital stock transactions 37,022,256 18,312,849 Net Increase (Decrease) In Net Assets (45,633,205 ) 114,576,220 NET ASSETS: Beginning of year 433,121,180 318,544,960End of year (including undistributed net investment income (loss) of $(1,763,387) at 12/31/14 and $(612,327) at 12/31/13)
$ 387,487,975 $ 433,121,180
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 39
Royce Micro-Cap Trust December 31, 2014
Statement of Cash Flows CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ 8,218,052 Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:Purchases of long-term investments
(177,191,465 )Proceeds from sales and maturities of long-term investments
202,364,759Net purchases, sales and maturities of short-term investments
13,745,000Net (increase) decrease in dividends and interest receivable and other assets
258,460Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
58,681Net change in unrealized appreciation (depreciation) on investments
85,893,164Net realized gain on investments and foreign currency
(94,504,058 ) Net cash provided by operating activities 38,842,593 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in revolving credit agreement 15,000,000 Distributions (90,873,513 ) Reinvestment of distributions 37,022,256 Net cash used for financing activities (38,851,257 ) INCREASE (DECREASE) IN CASH: (8,664 ) Cash and foreign currency at beginning of year 8,850 Cash and foreign currency at end of year $ 186
40 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Micro-Cap Trust
Financial HighlightsThis table is presented to show selected data for a share of Common Stock outstanding throughout each period, and to assist stockholders in evaluating the Funds performance for the periods presented.
YEARS ENDED 12/31/14 12/31/13 12/31/12 12/31/11 12/31/10 Net Asset Value, Beginning of Period $ 14.12 $ 10.93 $ 9.86 $ 11.34 $ 8.90 INVESTMENT OPERATIONS: Net investment income (loss) (0.01 ) 0.01 0.15 0.04 0.08 Net realized and unrealized gain (loss) on investments and foreign currency 0.25 4.64 1.58 (0.82 ) 2.58 Total investment operations 0.24 4.65 1.73 (0.78 ) 2.66 DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (0.02 ) (0.02 ) (0.10 ) Net realized gain on investments and foreign currency (0.09 ) (0.11 ) (0.03 ) Total distributions to Preferred Stockholders (0.11 ) (0.13 ) (0.13 )Net Increase (Decrease) in Net Assets Applicable to Common Stockholders from Investment Operations
0.24 4.65 1.62 (0.91 ) 2.53 DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (0.04 ) (0.03 ) (0.08 ) (0.05 ) (0.06 ) Net realized gain on investments and foreign currency (2.86 ) (1.35 ) (0.43 ) (0.24 ) (0.02 ) Return of capital (0.24 ) Total distributions to Common Stockholders (2.90 ) (1.38 ) (0.51 ) (0.53 ) (0.08 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.13 ) (0.08 ) (0.04 ) (0.04 ) (0.01 ) Total capital stock transactions (0.13 ) (0.08 ) (0.04 ) (0.04 ) (0.01 ) Net Asset Value, End of Period $ 11.33 $ 14.12 $ 10.93 $ 9.86 $ 11.34 Market Value, End of Period $ 10.08 $ 12.61 $ 9.45 $ 8.77 $ 9.80 TOTAL RETURN:1 Net Asset Value 3.46 % 44.66 % 17.23 % (7.69 )% 28.50 % Market Value 3.06 % 49.42 % 13.95 % (4.99 )% 34.10 %RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:
Investment advisory fee expense2 0.93 % 0.82 % 1.12 % 0.97 % 0.97 % Other operating expenses 0.25 % 0.29 % 0.18 % 0.15 % 0.15 % Total expenses (net)3 1.18 % 1.11 % 1.30 % 1.12 % 1.12 % Expenses net of fee waivers and excluding interest expense 1.05 % 0.96 % 1.27 % 1.12 % 1.12 % Expenses prior to fee waivers and balance credits 1.18 % 1.11 % 1.32 % 1.15 % 1.17 % Expenses prior to fee waivers 1.18 % 1.11 % 1.32 % 1.15 % 1.17 % Net investment income (loss) (0.09 )% 0.08 % 1.46 % 0.40 % 0.84 % SUPPLEMENTAL DATA: Net Assets Applicable to Common Stockholders, End of Period (in thousands) $ 387,488 $ 433,121 $ 318,545 $ 279,292 $ 311,279 Liquidation Value of Preferred Stock, End of Period (in thousands) $ 60,000 $ 60,000 Portfolio Turnover Rate 41 % 29 % 28 % 30 % 27 % PREFERRED STOCK: Total shares outstanding 2,400,000 2,400,000 Asset coverage per share $ 141.37 $ 154.70 Liquidation preference per share $ 25.00 $ 25.00 Average month-end market value per share $ 25.41 $ 25.11 REVOLVING CREDIT AGREEMENT: Asset coverage 746 % 1062 % 808 % Asset coverage per $1,000 $ 7,458 $ 10,625 $ 8,079
1The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Funds Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Funds net asset value is used on the purchase and sale dates instead of market value.2The investment advisory fee is calculated based on average net assets over a rolling 36-month basis, while the above ratios of investment advisory fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis.3Expense ratios based on total average net assets including liquidation value of Preferred Stock were 1.10%, 0.93% and 0.91% for the years ended December 31, 2012, 2011 and 2010, respectively.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 41
Royce Micro-Cap Trust
Notes to Financial Statements
Summary of Significant Accounting PoliciesRoyce Micro-Cap Trust, Inc. (the "Fund"), is a diversified closed-end investment company that was incorporated under the laws of the State of Maryland on September 9, 1993. The Fund commenced operations on December 14, 1993.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services-Investment Companies.
VALUATION OF INVESTMENTS:Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaqs Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their highest bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Funds Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.Various inputs are used in determining the value of the Funds investments, as noted above. These inputs are summarized in the three broad levels below:
Level 1 quoted prices in active markets for identical securities. Level 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Level 2 securities with values based on quoted prices for similar securities are noted in the Schedule of Investments.Level 3 significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.The following is a summary of the inputs used to value the Funds investments as of December 31, 2014. For a detailed breakout of common stocks by sector classification, please refer to the Schedule of Investments.
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Common Stocks $ 396,037,385 $ 27,749,954 $ 325,702 $ 424,113,041 Preferred Stocks 1,181,996 1,181,996 Cash Equivalents 2,656,000 2,656,000For the year ended December 31, 2014, certain securities have transferred in and out of Level 1 and Level 2 measurements. The Fund recognizes transfers between levels as of the end of the reporting period. At December 31, 2014, securities valued at $9,556,664 were transferred from Level 1 to Level 2 within the fair value hierarchy.
42 | 2014 Annual Report to Stockholders
Royce Micro-Cap Trust
Notes to Financial Statements (continued)
VALUATION OF INVESTMENTS (continued):
Level 3 Reconciliation: BALANCE AS OF 12/31/13 UNREALIZED GAIN (LOSS)1 BALANCE AS OF 12/31/14 Common Stocks $139,469 $186,233 $325,702 1The net change in unrealized appreciation (depreciation) is included in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. Net realized gain (loss) from investments and foreign currency transactions is included in the accompanying Statement of Operations.
REPURCHASE AGREEMENTS:The Fund may enter into repurchase agreements with institutions that the Funds investment adviser has determined are creditworthy. The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities.
FOREIGN CURRENCY:Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, expiration of currency forward contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.
TAXES:As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes under the caption Tax Information.
DISTRIBUTIONS:The Fund pays quarterly distributions on the Funds Common Stock at the annual rate of 7% of the rolling average of the prior four calendar quarter-end NAVs of the Funds Common Stock, with the fourth quarter distribution being the greater of 1.75% of the rolling average or the distribution required by IRS regulations. Prior to November 15, 2012, distributions to Preferred Stockholders were accrued daily and paid quarterly. Distributions to Common Stockholders are recorded on ex-dividend date. Distributable capital gains and/or net investment income were first allocated to Preferred Stockholder distributions, with any excess allocable to Common Stockholders. If capital gains and/or net investment income were allocated to both Preferred and Common Stockholders, the tax character of such allocations was proportional. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital. Distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. Permanent book and tax differences relating to stockholder distributions will result in reclassifications within the capital accounts. Undistributed net investment income may include temporary book and tax basis differences, which will reverse in a subsequent period. Any taxable income or gain remaining undistributed at fiscal year end is distributed in the following year.
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME:Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield-to-maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.
EXPENSES:The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Funds operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and professional fees. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of directors fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.
2014 Annual Report to Stockholders | 43
Royce Micro-Cap Trust
Notes to Financial Statements (continued)
COMPENSATING BALANCE CREDITS:The Fund has an arrangement with its custodian bank, whereby a portion of the custodians fee is paid indirectly by credits earned on the Funds cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.
Capital Stock:The Fund issued 3,505,620 and 1,542,544 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2014 and December 31, 2013, respectively.
Borrowings:The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.As of December 31, 2014, the Fund has outstanding borrowings of $60,000,000. During the year ended December 31, 2014, the Fund borrowed an average daily balance of $45,123,288 at a weighted average borrowing cost of 1.18%. The maximum amount outstanding during the year ended December 31, 2014 was $60,000,000. As of December 31, 2014, the aggregate value of rehypothecated securities was $27,492,842. During the year ended December 31, 2014, the Fund earned $116,882 in fees from rehypothecated securities.
Investment Advisory Agreement:As compensation for its services under the Investment Advisory Agreement, Royce receives a fee comprised of a Basic Fee (Basic Fee) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the Russell 2000.The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Funds month-end net assets applicable to Common Stockholders, plus the liquidation value of outstanding Preferred Stock, for the rolling 36-month period ending with such month (the "performance period"). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the Russell 2000 for the performance period by more than two percentage points. The performance period for each such month is a rolling 36-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the Russell 2000 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the Russell 2000 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.For the twelve rolling 36-month periods in 2014, the Funds investment performance ranged from 0% to 5% above the investment performance of the Russell 2000. Accordingly, the net investment advisory fee consisted of a Basic Fee of $3,734,812 and a net upward adjustment of $186,837 for the performance of the Fund relative to that of the Russell 2000. For year ended December 31, 2014, the Fund accrued and paid Royce investment advisory fees totaling $3,921,649.
Purchases and Sales of Investment Securities:For the year ended December 31, 2014, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $176,970,496 and $208,456,342, respectively.
44 | 2014 Annual Report to Stockholders
Royce Micro-Cap Trust
Notes to Financial Statements (continued)
Distributions to Stockholders:The tax character of distributions paid to common stockholders during 2014 and 2013 was as follows:
DISTRIBUTIONS PAID FROM: 2014 2013 Ordinary income $15,250,124 $ 8,388,113 Long-term capital gain 75,623,389 32,370,450 $90,873,513 $40,758,563
As of December 31, 2014, the tax basis components of distributable earnings included in stockholders equity were as follows:
Net unrealized appreciation (depreciation) $69,746,151 Undistributed ordinary income 3,465,207 Undistributed capital gains 24,588,704 $97,800,062
The difference between book and tax basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral on wash sales, partnership investments and the unrealized gains on Passive Foreign Investment Companies.For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences and different characterization of distributions made by the Fund. For the year ended December 31, 2014, the Fund recorded the following permanent reclassifications. Results of operations and net assets were not affected by these reclassifications.
UNDISTRIBUTED NET ACCUMULATED NET PAID-IN INVESTMENT INCOME REALIZED GAIN (LOSS) CAPITAL $574,967 $(793,139) $218,172Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2011-2014) and has concluded that as of December 31, 2014, no provision for income tax is required in the Funds financial statements.
Transactions in Affiliated Companies:An Affiliated Company as defined in the Investment Company Act of 1940, is a company in which a fund owns 5% or more of the companys outstanding voting securities at any time during the period. The Fund effected the following transactions in shares of such companies for the year ended December 31, 2014:
SHARES MARKET VALUE COST OF COST OF REALIZED DIVIDEND SHARES MARKET VALUE AFFILIATED COMPANY 12/31/13 12/31/13 PURCHASES SALES GAIN (LOSS) INCOME 12/31/14 12/31/14 Integrated Electrical Services1 934,200 $5,035,338 $1,038,268 $1,738,234 $2,201,756 $5,035,338 $2,201,756 1 Not an Affiliated Company at December 31, 2014.
2014 Annual Report to Stockholders | 45
Royce Micro-Cap Trust
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Royce Micro-Cap Trust, Inc.
New York, New YorkWe have audited the accompanying statement of assets and liabilities of Royce Micro-Cap Trust, Inc., (Fund) including the schedule of investments, as of December 31, 2014, and the related statement of operations and statement of cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Royce Micro-Cap Trust, Inc. at December 31, 2014, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
TAIT, WELLER, & BAKER LLP
Philadelphia, Pennsylvania
46 | 2014 Annual Report to Stockholders
February 23, 2015
Royce Global Value Trust December 31, 2014
Schedule of Investments Common Stocks 100.3% SHARES VALUE ARGENTINA 0.6%BBVA Banco Frances ADR
44,000 $ 606,760 Total (Cost $277,917) 606,760 AUSTRALIA 1.3%ALS
45,300 196,017Collection House
137,821 232,936Imdex 1
1,174,100 455,204Medusa Mining 1
82,600 43,955Programmed Maintenance Services
71,600 149,673TFS Corporation
85,000 106,704Webjet
31,300 73,482 Total (Cost $1,916,986) 1,257,971 AUSTRIA 2.0%Mayr-Melnhof Karton
7,500 778,314Semperit AG Holding
19,300 933,929Zumtobel Group
8,200 184,695 Total (Cost $1,911,857) 1,896,938 BELGIUM 1.9%Ion Beam Applications 1
20,300 352,161Picanol Group 1
1,400 44,963RHJ International 1
153,000 854,661Van de Velde
10,936 515,218 Total (Cost $3,492,887) 1,767,003 BERMUDA 1.6%GP Investments BDR1
47,500 103,116Lazard Cl. A
29,000 1,450,870 Total (Cost $1,301,527) 1,553,986 BRAZIL 3.8%Brasil Brokers Participacoes
292,500 278,172Brasil Insurance Participacoes e Administracao
26,100 33,060CETIP - Mercados Organizados
102,000 1,235,331LPS Brasil Consultoria de Imoveis
152,000 367,402MAHLE Metal Leve
25,000 197,078Mills Estruturas e Servicos de Engenharia
12,800 45,963T4F Entretenimento 1
190,500 206,421Totvs
63,000 828,932Valid Solucoes
25,000 396,321 Total (Cost $4,863,695) 3,588,680 CANADA 7.9%Agnico Eagle Mines
20,000 497,800AirBoss of America
10,300 108,337Alamos Gold
38,000 271,475Canyon Services Group
10,900 84,344COM DEV International
27,000 92,727Computer Modelling Group
43,300 445,001E-L Financial
900 529,093FLYHT Aerospace Solutions 1
140,000 44,586Franco-Nevada Corporation
16,000 787,040HNZ Group
5,700 101,460Horizon North Logistics
41,100 93,393Magellan Aerospace
34,000 395,662Major Drilling Group International
155,500 764,249MTY Food Group
6,800 197,304Pan American Silver
63,700 586,040Ritchie Bros. Auctioneers
54,300 1,460,127Sprott
430,600 904,341Total Energy Services
5,200 58,096Western Forest Products
39,100 90,868 Total (Cost $9,723,869) 7,511,943 CHILE 0.1%Forus
23,000 95,760 Total (Cost $100,215) 95,760 CHINA 1.4%Daphne International Holdings
1,696,500 615,429Daqo New Energy ADR 1
1,800 47,412Hopefluent Group Holdings
280,000 86,898Noah Holdings ADR 1
16,700 349,030Pacific Online
402,700 187,632Xtep International Holdings
213,000 85,796 Total (Cost $2,059,730) 1,372,197 CYPRUS 0.2%Globaltrans Investment GDR
42,000 213,259 Total (Cost $480,518) 213,259 DENMARK 0.7%Chr Hansen
12,500 556,186Zealand Pharma 1
6,200 83,613 Total (Cost $530,284) 639,799 FINLAND 1.3%BasWare
1,100 54,637Nokian Renkaat
9,000 220,444Vaisala Cl. A
35,000 928,249 Total (Cost $1,721,960) 1,203,330 FRANCE 6.8%aufeminin 1
3,000 92,307Gaztransport Et Technigaz
16,000 944,939Lectra
8,700 96,230Manutan International
12,700 629,697Neurones
6,200 103,964Nexity
18,500 699,871Paris Orleans
30,755 661,790Prodware 1
13,600 115,177Societe Internationale de Plantations dHeveas
6,500 259,125Stallergenes
17,800 1,065,266Vetoquinol
27,200 1,181,514Virbac
3,000 629,432 Total (Cost $7,253,276) 6,479,312 GERMANY 2.7%Aixtron ADR 1
53,300 597,493Amadeus Fire
2,000 150,443GFT Technologies
6,300 93,893Hawesko Holding
1,500 75,334KUKA
9,000 638,565LPKF Laser & Electronics
50,500 661,649mutares
900 77,206Schaltbau Holding
1,400 71,248Tomorrow Focus
39,600 180,967
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 47
Royce Global Value Trust
Schedule of Investments (continued) SHARES VALUE GREECE 0.4%Hellenic Exchanges - Athens Stock Exchange
48,000 $ 269,807StealthGas 1
12,800 80,768 Total (Cost $624,880) 350,575 HONG KONG 10.0%Anxin-China Holdings
2,500,000 158,646China Metal International Holdings
430,000 148,561Comba Telecom Systems Holdings
332,540 117,659First Pacific
180,000 177,448Great Eagle Holdings
240,000 776,985I.T
500,000 144,124Le Saunda Holdings
268,600 100,936Luen Thai Holdings
475,000 86,865Luk Fook Holdings (International)
120,100 449,756Midland Holdings 1
2,150,000 1,086,282New World Department Store China
3,319,700 1,061,273Oriental Watch Holdings
2,223,000 429,241Pico Far East Holdings
6,396,400 1,465,724Sitoy Group Holdings
425,000 343,951Television Broadcasts
161,000 934,553Texwinca Holdings
1,052,000 908,457Tse Sui Luen Jewellery (International)
215,000 80,320Value Partners Group
896,700 748,902YGM Trading
169,400 306,974 Total (Cost $11,941,500) 9,526,657 INDONESIA 1.0%Ramayana Lestari Sentosa3,500,000 223,449Selamat Sempurna591,800 225,719Supra Boga Lestari 113,945,000 500,833 Total (Cost $1,167,542) 950,001 ISRAEL 0.1%Fox Wizel
2,900 68,560 Total (Cost $63,203) 68,560 ITALY 0.7%DeLonghi
37,000 670,105 Total (Cost $565,971) 670,105 JAPAN 11.0%EPS Corporation
112,500 1,332,578FamilyMart
8,200 306,119Freund Corporation
72,200 626,153Fujimori Kogyo
3,300 92,234GCA Savvian
8,300 78,921G-Tekt Corporation
11,000 104,290Itoki Corporation
34,300 175,712Mandom Corporation
2,000 65,691Milbon
3,100 84,389Miraial
20,000 280,382MISUMI Group
11,600 381,030Moshi Moshi Hotline
100,000 912,096Namura Shipbuilding
9,600 102,892Nishikawa Rubber
28,200 480,254Nitto Kohki
26,600 480,245Obara Group
3,900 173,149Relo Holdings
20,000 1,419,988Ryobi
36,000 97,546Santen Pharmaceutical
10,000 535,159Shimano
5,600 724,361SPARX Group
66,400 111,750Sun Frontier Fudousan
8,000 73,393T Hasegawa
7,000 98,303Tokai Corporation/Gifu
14,400 429,420Trancom
22,200 894,266YAMADA Consulting Group
6,400 164,642Zuiko Corporation
5,500 238,054 Total (Cost $10,487,292) 10,463,017 LUXEMBOURG 0.1%Atento1
12,000 125,400 Total (Cost $180,000) 125,400 MALAYSIA 1.6%Asia Brands
82,000 69,789CB Industrial Product Holding
1,000,000 574,263CB Industrial Product Holding (Warrants) 1
166,666 22,642Media Chinese International
2,000,000 428,932Media Prima
199,500 99,725NTPM Holdings
1,742,300 308,334 Total (Cost $1,689,993) 1,503,685 MEXICO 1.9%Bolsa Mexicana de Valores
650,000 1,177,192Fresnillo
55,000 652,673 Total (Cost $2,160,619) 1,829,865 NEW ZEALAND 0.2%Trade Me
83,000 231,662 Total (Cost $280,441) 231,662 NORWAY 2.1%Borregaard
15,200 112,982Ekornes
45,000 573,636Oslo Bors VPS Holding
10,200 104,012TGS-NOPEC Geophysical
55,000 1,189,999 Total (Cost $2,516,422) 1,980,629 PHILIPPINES 1.5%Asian Terminals
375,000 96,574GMA Holdings PDR
775,000 116,110Universal Robina
270,000 1,175,997 Total (Cost $1,025,229) 1,388,681 SINGAPORE 2.8%Hour Glass (The)
1,458,000 703,232Pan-United Corporation
800,000 507,251Parkson Retail Asia
277,700 167,712Silverlake Axis
1,360,000 1,286,587 Total (Cost $2,509,157) 2,664,782 SOUTH AFRICA 5.1%Blue Label Telecoms
690,000 524,650Cashbuild
30,000 425,131Coronation Fund Managers
59,000 582,147JSE
67,500 705,037Lewis Group
100,000 639,865Metrofile Holdings
321,700 138,952Nampak
200,000 752,541
48 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2014
Schedule of Investments (continued) SHARES VALUE SOUTH AFRICA (continued)PSG Group
36,500 $ 402,585Raubex Group
375,000 711,594 Total (Cost $4,926,311) 4,882,502 SOUTH KOREA 1.5%Eugene Technology
11,536 169,077Handsome
11,400 337,847Hankuk Carbon
10,000 52,484Huvis Corporation 1
22,100 223,822Koh Young Technology
5,400 209,731Sung Kwang Bend
30,000 374,247Suprema 1
2,800 64,185 Total (Cost $1,567,275) 1,431,393 SRI LANKA 0.1%Distilleries Company of Sri Lanka
65,700 105,411 Total (Cost $108,837) 105,411 SWEDEN 0.4%Bufab Holding 1
18,800 141,245Nolato Cl. B
4,400 99,419Recipharm 1
5,800 99,601 Total (Cost $350,620) 340,265 SWITZERLAND 0.8%Forbo Holding
675 675,152Zehnder Group
3,100 128,770 Total (Cost $655,051) 803,922 TAIWAN 0.6%Kinik Company
31,500 64,712Lumax International
45,000 92,152Makalot Industrial
21,759 116,240Shih Her Technologies
50,000 92,314Taiwan Paiho
91,900 123,827UDE Corporation
41,400 102,201 Total (Cost $598,625) 591,446 TURKEY 1.0%Mardin Cimento Sanayii
475,000 965,890 Total (Cost $1,478,000) 965,890 UNITED ARAB EMIRATES 0.7%Aramex
750,000 629,723 Total (Cost $652,528) 629,723 UNITED KINGDOM 9.6%Ashmore Group
232,500 1,008,001Brammer
14,000 74,159Clarkson
44,000 1,298,775Consort Medical
95,000 1,278,399E2V Technologies
274,500 738,509Elementis
134,000 542,293Fenner
50,000 166,825Globo 1
140,000 87,101Hargreaves Services
7,500 75,257HellermannTyton Group
50,000 244,473Jupiter Fund Management
93,600 525,489Kennedy Wilson Europe Real Estate
54,956 902,788Luxfer Holdings ADR
4,500 67,185Mattioli Woods
10,600 74,269Norcros
492,900 138,060Pendragon
135,700 69,455Polypipe Group
57,000 218,434Rotork
8,900 320,269Senior
95,000 444,614Spirax-Sarco Engineering
17,100 759,933Trifast
82,700 138,698 Total (Cost $10,192,875) 9,172,986 UNITED STATES 14.8%Artisan Partners Asset Management Cl. A
5,000 252,650Bel Fuse Cl. A
26,672 646,529Brooks Automation
18,100 230,775Cabot Corporation
10,200 447,372Commercial Metals
42,000 684,180Diebold
21,100 730,904Diodes 1
20,500 565,185EnerSys
11,000 678,920Expeditors International of Washington
19,300 860,973Fairchild Semiconductor International1
49,200 830,496Globe Specialty Metals
42,900 739,167GrafTech International1
48,600 245,916Greif Cl. A
13,400 632,882Hallador Energy
18,600 204,786Innospec
12,457 531,914KBR
37,000 627,150Nanometrics 1
44,500 748,490Quaker Chemical
8,400 773,136Rogers Corporation 1
12,000 977,280Schnitzer Steel Industries Cl. A
19,100 430,896SEACOR Holdings 1
5,000 369,050Sensient Technologies
12,100 730,114Sun Hydraulics
15,139 596,174Tecumseh Products 1
84,900 262,341Tennant Company
4,700 339,199 Total (Cost $15,199,376) 14,136,479 TOTAL COMMON STOCKS (Cost $110,162,452) 95,592,963 TOTAL INVESTMENTS 100.3% (Cost $110,162,452) 95,592,963 LIABILITIES LESS CASH AND OTHER ASSETS (0.3)% (308,225) NET ASSETS 100.0% $ 95,284,738
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 49
Royce Global Value Trust December 31, 2014
New additions in 2014. 1 Non-income producing. Securities of Global/International Funds are categorized by the country of their headquarters, with the exception of exchange-traded funds. Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2014 market value. TAX INFORMATION: The cost of total investments for Federal income tax purposes was $111,040,259. At December 31, 2014, net unrealized depreciation for all securities was $15,447,296, consisting of aggregate gross unrealized appreciation of $5,411,678 and aggregate gross unrealized depreciation of $20,858,974. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.
50 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust December 31, 2014
Statement of Assets and Liabilities ASSETS: Total investments at value $ 95,592,963 Receivable for investments sold 21,169 Receivable for dividends and interest 106,911 Prepaid expenses and other assets 48,933 Total Assets 95,769,976 LIABILITIES: Payable to custodian for cash overdrawn and foreign currency 315,505 Payable for investment advisory fee 100,899 Payable for directors fees 7,102 Accrued expenses 61,732 Total Liabilities 485,238 Net Assets $ 95,284,738 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 10,295,972 shares outstanding (150,000,000 shares authorized) $ 116,575,937 Undistributed net investment income (loss) (199,302 ) Accumulated net realized gain (loss) on investments and foreign currency (6,520,094 ) Net unrealized appreciation (depreciation) on investments and foreign currency (14,571,803 ) Net Assets (net asset value per share - $9.25) $ 95,284,738 Investments at identified cost $ 110,162,452
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 51
Royce Global Value Trust Year Ended December 31, 2014
Statement of Operations INVESTMENT INCOME: INCOME: Dividends $ 3,092,530 Foreign withholding tax (248,298 ) Securities lending 21,376 Total income 2,865,608 EXPENSES: Investment advisory fees 1,283,193 Custody and transfer agent fees 109,583 Stockholder reports 39,358 Professional fees 28,004 Directors fees 26,158 Administrative and office facilities 11,622 Other expenses 32,630 Total expenses 1,530,548 Net investment income (loss) 1,335,060 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments (6,171,852 ) Foreign currency transactions (54,989 ) Net realized foreign capital gains tax (3,700 ) NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations (1,573,195 ) Other assets and liabilities denominated in foreign currency (738 ) Net realized and unrealized gain (loss) on investments and foreign currency (7,804,474 ) NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ (6,469,414 )
52 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust
Statement of Changes in Net Assets YEAR ENDED 12/31/14 PERIOD ENDED 12/31/131 INVESTMENT OPERATIONS: Net investment income (loss) $ 1,335,060 $ (26,704 ) Net realized gain (loss) on investments and foreign currency (6,230,541 ) (264,173 )Net change in unrealized appreciation (depreciation) on investments and foreign currency
(1,573,933 ) 2,974,575 Net increase (decrease) in net assets from investment operations (6,469,414 ) 2,683,698 DISTRIBUTIONS: Net investment income (1,533,038 ) Net realized gain on investments and foreign currency Total distributions (1,533,038 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 603,492 Common shares issued in spinoff from Royce Value Trust 100,000,000 Total capital stock transactions 603,492 100,000,000 Net Increase (Decrease) In Net Assets (7,398,960 ) 102,683,698 NET ASSETS: Beginning of year 102,683,698 End of year (including undistributed net investment income (loss) of $(199,302) at 12/31/14 and $(16,988) at 12/31/13)
$ 95,284,738 $ 102,683,698
1 The Fund commenced operations on October 18, 2013.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2014 Annual Report to Stockholders | 53
Royce Global Value Trust Financial Highlights This table is presented to show selected data for a share outstanding throughout each period, and to assist stockholders in evaluating the Funds performance for the periods presented.
YEAR ENDED PERIOD ENDED 12/31/2014 12/31/20131 Net Asset Value, Beginning of Period $ 10.05 $ 9.78 INVESTMENT OPERATIONS: Net investment income (loss) 0.13 (0.00 ) Net realized and unrealized gain (loss) on investments and foreign currency (0.77 ) 0.27 Net increase (decrease) in net assets from investment operations (0.64 ) 0.27 DISTRIBUTIONS: Net investment income (0.15 ) Net realized gain on investments and foreign currency Total distributions (0.15 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.01 ) Total capital stock transactions (0.01 ) Net Asset Value, End of Period $ 9.25 $ 10.05 Market Value, End of Period $ 8.04 $ 8.89 TOTAL RETURN:2 Net Asset Value (6.23 )% 2.76 %3 Market Value (7.86 )% (0.95 )%3 RATIOS BASED ON AVERAGE NET ASSETS: Investment advisory fee expense 1.25 % 1.25 %4 Other operating expenses 0.24 % 0.37 %4 Total expenses (net) 1.49 % 1.62 %4 Expenses prior to balance credits 1.49 % 1.62 %4 Net investment income (loss) 1.30 % (0.13 )%4 SUPPLEMENTAL DATA: Net Assets End of Period (in thousands) $ 95,285 $ 102,684 Portfolio Turnover Rate 43 % 7 %
1 The Fund commenced operations on October 18, 2013. 2The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Funds Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Funds net asset value is used on the purchase and sale dates instead of market value.3 Not annualized 4 Annualized
54 | 2014 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust
Notes to Financial Statements
Summary of Significant Accounting PoliciesRoyce Global Value Trust, Inc. (the Fund), is a diversified closed-end investment company incorporated under the laws of the State of Maryland. The Fund commenced operations on October 18, 2013. The Fund had no operations prior to October 18, 2013, other than the sale of 10,160 common shares for $100,076 to Royce Value Trust, Inc. (RVT). On October 18, 2013, RVT contributed $99,899,924 in cash and securities in exchange for shares of the Fund, and on the same date distributed such shares to RVT holders of record as of October 10, 2013 at the rate of one share of the Fund for every seven shares of RVT Common Stock outstanding.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services-Investment Companies.
VALUATION OF INVESTMENTS:Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaqs Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their highest bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Funds Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.Various inputs are used in determining the value of the Funds investments, as noted above. These inputs are summarized in the three broad levels below:
Level 1 quoted prices in active markets for identical securities. Level 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Level 2 securities with values based on quoted prices for similar securities would be noted in the Schedule of Investments.Level 3 significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.The following is a summary of the inputs used to value the Funds investments as of December 31, 2014. For a detailed breakout of common stocks by country, please refer to the Schedule of Investments.LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Common Stocks $ 26,518,831 $ 69,074,132 $ $ 95,592,963For the year ended December 31, 2014, certain securities have transferred in and out of Level 1 and Level 2 measurements. The Fund recognizes transfers between levels as of the end of the reporting period. At December 31, 2014, securities valued at $45,476,963 were transferred from Level 1 to Level 2 within the fair value hierarchy.
2014 Annual Report to Stockholders | 55
Royce Global Value Trust
Notes to Financial Statements (continued)
REPURCHASE AGREEMENTS:The Fund may enter into repurchase agreements with institutions that the Funds investment adviser has determined are creditworthy. The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities.
FOREIGN CURRENCY:Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, expiration of currency forward contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.
SECURITIES LENDING:The Fund loans securities through a lending agent to qualified institutional investors for the purpose of realizing additional income. Collateral for the Fund on all securities loaned is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral maintained is at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund retains the risk of any loss on the securities on loan as well as incurring the potential loss on investments purchased with cash collateral received for securities lending. The Funds securities lending income consists of the income earned on investing cash collateral, plus any premium payments received for lending certain securities, less any rebates paid to borrowers and lending agent fees associated with the loan. The lending agent is not affiliated with Royce.
DISTRIBUTIONS AND TAXES:As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes under the caption Tax Information.The Fund pays any dividends and capital gain distributions annually in December. Because federal income tax regulations differ from generally accepted accounting principles, income and capital gain distributions determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes differ from those reflected in the accompanying financial statements.
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME:Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield-to-maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.
EXPENSES:The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Funds operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and professional fees.
COMPENSATING BALANCE CREDITS:The Fund has an arrangement with its custodian bank, whereby a portion of the custodians fee is paid indirectly by credits earned on the Funds cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.56 | 2014 Annual Report to Stockholders
Royce Global Value Trust
Notes to Financial Statements (continued)
Capital Stock:The Fund issued 75,721 shares of Common Stock as reinvestment of distributions for the year ended December 31, 2014. The Fund issued 10,221,251 shares of Common Stock in spinoff from RVT for the period ended December 31, 2013. Securities contributed by RVT included $15,972,444 in unrealized depreciation.
Investment Advisory Agreement:The Investment Advisory Agreement between Royce and the Fund provides for fees to be paid at an annual rate of 1.25% of the Funds average daily net assets. For the year ended December 31, 2014, the Fund accrued and paid Royce investment advisory fees totaling $1,283,193.
Purchases and Sales of Investment Securities:For the year ended December 31, 2014, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $61,662,756 and $43,379,619, respectively.
Distributions to Stockholders:The tax character of distributions paid to common stockholders during 2014 was as follows:
DISTRIBUTIONS PAID FROM: 2014 Ordinary income $ 1,533,038 Long-term capital gain $ 1,533,038As of December 31, 2014, the tax basis components of distributable earnings included in stockholders equity were as follows:
Net unrealized appreciation (depreciation) $(15,449,610 ) Post October loss* (2,014,245 ) Capital loss carryforward** (3,827,344 ) $(21,291,199 )*Under the current tax law, capital losses and foreign currency losses after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. As of December 31, 2014, the Fund had $2,014,245 of post October currency losses.**Under the Regulated Investment Company Modernization Act of 2010, net capital losses may be carried forward indefinitely, and the character is retained as short term (32,952) and long term (3,794,392) losses.
The difference between book and tax basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral on wash sales, partnership investments and the unrealized gains on Passive Foreign Investment Companies.For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences and different characterization of distributions made by the Fund. For the year ended December 31, 2014, the Fund recorded the following permanent reclassifications. Results of operations and net assets were not affected by these reclassifications.
UNDISTRIBUTED NET ACCUMULATED NET INVESTMENT INCOME REALIZED GAIN (LOSS) $15,664 $(15,664)Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2013-2014) and has concluded that as of December 31, 2014, no provision for income tax is required in the Funds financial statements.
2014 Annual Report to Stockholders | 57
Royce Global Value Trust
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Royce Global Value Trust, Inc.
New York, New YorkWe have audited the accompanying statement of assets and liabilities of Royce Global Value Trust, Inc., (Fund) including the schedule of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year then ended and for the period October 18, 2013 (commencement of operations) through December 31, 2013. These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Royce Global Value Trust, Inc. at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the year then ended and for the period October 18, 2013 (commencement of operations) through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
TAIT, WELLER, & BAKER LLP
Philadelphia, Pennsylvania
February 23, 2015
58 | 2014 Annual Report to Stockholders
Directors and OfficersAll Directors and Officers may be reached c/o The Royce Funds, 745 Fifth Avenue, New York, NY 10151
Charles M. Royce, Director1, President Age: 75 | Number of Funds Overseen: 33 | Tenure: Since 1982 Non-Royce Directorships: Director of TICC Capital Corp. Principal Occupation(s) During Past Five Years: Chief Executive Officer and Chairman of Board of Managers of Royce & Associates, LLC (Royce), the Trusts investment adviser. Christopher D. Clark, Director1, Vice President Age: 49 | Number of Funds Overseen: 32 | Tenure: Since 2014 Principal Occupation(s) During Past Five Years: President (since July 2014), Co-Chief Investment Officer (Since January 2014) and Managing Director of Royce, having been employed by Royce since May 2007.
Patricia W. Chadwick, Director Age: 66 | Number of Funds Overseen: 33 | Tenure: Since 2009 Non-Royce Directorships: Trustee of ING Mutual Funds and Director of Wisconsin Energy Corp.
Principal Occupation(s) During Past 5 Years: Consultant and President of Ravengate Partners LLC (since 2000). Richard M. Galkin, Director Age: 76 | Number of Funds Overseen: 33 | Tenure: Since 1982 Non-Royce Directorships: None Principal Occupation(s) During Past Five Years: Private investor. Mr. Galkins prior business experience includes having served as President of Richard M. Galkin Associates, Inc., telecommunications consultants, President of Manhattan Cable Television (a subsidiary of Time, Inc.), President of Haverhills Inc. (another Time, Inc. subsidiary), President of Rhode Island Cable Television, and Senior Vice President of Satellite Television Corp. (a subsidiary of Comsat). Stephen L. Isaacs, Director Age: 75 | Number of Funds Overseen: 33 | Tenure: Since 1989 Non-Royce Directorships: None Principal Occupation(s) During Past Five Years: Attorney and President of Health Policy Associates, Inc., consultants. Mr. Isaacss prior business experience includes having served as President of the Center for Health and Social Policy (from 1996 to 2012); Director of Columbia University Development Law and Policy Program and Professor at Columbia University (until August 1996). Arthur S. Mehlman, Director Age: 72 | Number of Funds Overseen: 51 | Tenure: Since 2004 Non-Royce Directorships: Director/Trustee of registered investment companies constituting the 18 Legg Mason Funds. Principal Occupation(s) During Past Five Years: Director of The League for People with Disabilities, Inc.; Director of University of Maryland Foundation (non-profits). Formerly: Director of Municipal Mortgage & Equity, LLC (from October 2004 to April 1, 2011); Director of University of Maryland College Park Foundation (non-profit) (from 1998 to 2005); Partner, KPMG LLP (international accounting firm) (from 1972 to 2002); Director of Maryland Business Roundtable for Education (from July 1984 to June 2002). David L. Meister, Director Age: 75 | Number of Funds Overseen: 33 | Tenure: Since 1982 Non-Royce Directorships: None Principal Occupation(s) During Past Five Years: Consultant. Chairman and Chief Executive Officer of The Tennis Channel (from June 2000 to March 2005). Mr. Meisters prior business experience includes having served as Chief Executive Officer of Seniorlife.com, a consultant to the communications industry, President of Financial News Network, Senior Vice President of HBO, President of Time-Life Films, and Head of Broadcasting for Major League Baseball. G. Peter OBrien, Director Age: 69 | Number of Funds Overseen: 51 | Tenure: Since 2001 Non-Royce Directorships: Director/Trustee of registered investment companies constituting the 18 Legg Mason Funds; Director of TICC Capital Corp. Principal Occupation(s) During Past Five Years: Trustee Emeritus of Colgate University (since 2005); Board Member of Hill House, Inc. (since 1999); Formerly: Trustee of Colgate University (from 1996 to 2005), President of Hill House, Inc. (from 2001 to 2005) and Managing Director/Equity Capital Markets Group of Merrill Lynch & Co. (from 1971 to 1999).
John D. Diederich, Vice President and Treasurer Age: 63 | Tenure: Since 2001 Principal Occupation(s) During Past Five Years: Chief Operating Officer, Managing Director and member of the Board of Managers of Royce; Chief Financial Officer of Royce; Director of Administration of the Trust; and President of RFS, having been employed by Royce since April 1993. Jack E. Fockler, Jr., Vice President Age: 56 | Tenure: Since 1995 Principal Occupation(s) During Past Five Years: Managing Director and Vice President of Royce, and Vice President of RFS, having been employed by Royce since October 1989. Daniel A. OByrne, Vice President and Assistant Secretary Age: 52 | Tenure: Since 1994 Principal Occupation(s) During Past Five Years: Principal and Vice President of Royce, having been employed by Royce since October 1986. Francis D. Gannon, Vice President Age: 47 | Tenure: Since 2014 Principal Occupation(s) During Past Five Years: Co-Chief Investment Officer (Since January 2014) and Managing Director of Royce, having been employed by Royce since September 2006. John E. Denneen, Secretary and Chief Legal Officer Age: 47 | Tenure: 1996-2001 and Since April 2002 Principal Occupation(s) During Past Five Years: General Counsel, Chief Legal and Compliance Officer, and Secretary of Royce; Secretary and Chief Legal Officer of The Royce Funds. Lisa Curcio, Chief Compliance Officer Age: 55 | Tenure: Since 2004 Principal Occupation(s) During Past Five Years: Chief Compliance Officer of The Royce Funds (since October 2004) and Compliance Officer of Royce (since June 2004).
1 Interested Director. Director will hold office until their successors have been duly elected and qualified or until their earlier resignation or removal.
2014 Annual Report to Stockholders | 59
Notes to Performance and Other Important Information
The thoughts expressed in this Review and Report concerning recent market movements and future prospects for small company stocks are solely the opinion of Royce at December 31, 2014, and, of course, historical market trends are not necessarily indicative of future market movements. Statements regarding the future prospects for particular securities held in the Funds portfolios and Royces investment intentions with respect to those securities reflect Royces opinions as of December 31, 2014 and are subject to change at any time without notice. There can be no assurance that securities mentioned in this Review and Report will be included in any Royce-managed portfolio in the future. Investments in securities of micro-cap, small-cap and/or mid-cap companies may involve considerably more risk than investments in securities of larger-cap companies. All publicly released material information is always disclosed by the Funds on the website at www.roycefunds.com.Sector weightings are determined using the Global Industry Classification Standard (GICS). GICS was developed by, and is the exclusive property of, Standard & Poors Financial Services LLC (S&P) and MSCI Inc. (MSCI). GICS is the trademark of S&P and MSCI. Global Industry Classification Standard (GICS) and GICS Direct are service marks of S&P and MSCI.
All indexes referred to are unmanaged and capitalization weighted. Each indexs returns include net reinvested dividends and/or interest income. Russell Investment Group is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Russell Investment Group. The Russell 2000 Index is an index of domestic small-cap stocks. It measures the performance of the 2,000 smallest publicly traded U.S. companies in the Russell 3000 Index. The Russell Microcap Index includes 1,000 of the smallest securities in the Russell 2000 Index along with the next smallest eligible securities as determined by Russell. The Russell 1000 Index is an index of domestic large-cap stocks. It measures the performance of the 1,000 largest publicly traded companies in the Russell 3000 Index. The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. It includes approximately 800 of the smallest securities in the Russell 1000 Index. The Russell Global Small Cap Index is an unmanaged, capitalization-weighted index of global small-cap stocks. The Russell Global ex-U.S. Large Cap Index is an index of global large-cap stocks, excluding the United States. The Russell Global ex-U.S. Small Cap Index is an index of global small-cap stocks, excluding the United States. The S&P 500 and SmallCap 600 are indexes of U.S. large- and small-cap stocks, respectively, selected by Standard & Poors based on market size, liquidity, and industry grouping, among other factors. The Nasdaq Composite is an index of the more than 3,000 common equities listed on the Nasdaq stock exchange. The performance of an index does not represent exactly any particular investment, as you cannot invest directly in an index. Returns for the market indexes used in this report were based on information supplied to Royce by Russell Investments.
The Price-Earnings, or P/E, Ratio is calculated by dividing a companys share price by its trailing 12-month earnings-per share (EPS). The Price- to- Book, or P/B, Ratio is calculated by dividing a companys share price by its book value per share. The Morningstar Style Map uses proprietary scores of a stocks value and growth characteristics to determine its placement in one of the five categories listed on the horizontal axis. These characteristics are then compared to those of other stocks within the same market capitalization band. Each is scored from zero to 100 for both value and growth attributes. The value score is subtracted from the growth score to determine the overall style score. For the vertical, market cap axis, Morningstar subdivides into size groups. Giant-cap stocks are defined as those that account for the top 40% of the capitalization of each style zone; large-cap stocks represent the next 30%; mid-cap stocks the next 20%; small-cap stocks the next 7%; micro-cap stocks the smallest 3%. The Royce Funds is a service mark of The Royce Funds. Distributor: Royce Fund Services, Inc.
Forward-Looking Statements This material contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve risks and uncertainties, including, among others, statements as to: the Funds future operating results the prospects of the Funds portfolio companies the impact of investments that the Funds have made or may make the dependence of the Funds future success on the general economy and its impact on the companies and industries in which the Funds invest, and the ability of the Funds portfolio companies to achieve their objectives.This Review and Report uses words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements for any reason.
The Royce Funds have based the forward-looking statements included in this Review and Report on information available to us on the date of the report, and we assume no obligation to update any such forward-looking statements. Although The Royce Funds undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make through future stockholder communications or reports.
Authorized Share Transactions Royce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust may each repurchase up to 5% of the issued and outstanding shares of its respective common stock during the year ending December 31, 2015. Any such repurchases would take place at then prevailing prices in the open market or in other transactions. Common stock repurchases would be effected at a price per share that is less than the shares then current net asset value.Royce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust are also authorized to offer their common stockholders an opportunity to subscribe for additional shares of their common stock through rights offerings at a price per share that may be less than the shares then current net asset value. The timing and terms of any such offerings are within each Boards discretion.
Annual Certifications As required, the Funds have submitted to the New York Stock Exchange (NYSE) for Royce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust the annual certification of the Funds Chief Executive Officer that he is not aware of any violation of the NYSEs listing standards. The Funds also have included the certification of the Funds Chief Executive Officer and Chief Financial Officer required by section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to the Funds form N-CSR for the period ended December 31, 2014, filed with the Securities and Exchange Commission. Proxy Voting A copy of the policies and procedures that The Royce Funds use to determine how to vote proxies relating to portfolio securities and information regarding how each of The Royce Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, on The Royce Funds website at www.roycefunds.com, by calling (800) 221-4268 (toll-free) and on the website of the Securities and Exchange Commission (SEC), at www.sec.gov. Form N-Q Filing The Funds file their complete schedules of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the SECs website at www.sec.gov. The Royce Funds holdings are also on the Funds website approximately 15 to 20 days after each calendar quarter end and remain available until the next quarters holdings are posted. The Funds Forms N-Q may also be reviewed and copied at the SECs Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at (800) 732-0330. The Funds complete schedules of investments are updated quarterly, and are available at www.roycefunds.com.
60 | 2014 Annual Report to Stockholders
Results of Stockholders Meeting
Royce Value Trust, Inc.
At the 2014 Annual Meeting of Stockholders held on September 24, 2014, the Funds stockholders elected two Directors, consisting of:
VOTES FOR VOTES WITHHELD Richard M. Galkin 57,579,578 1,907,416 Stephen L. Isaacs 57,521,207 1,965,788
Royce Micro-Cap Trust, Inc.
At the 2014 Annual Meeting of Stockholders held on September 24, 2014, the Funds stockholders elected two Directors, consisting of:
VOTES FOR VOTES WITHHELD Richard M. Galkin 24,533,941 553,234 Stephen L. Isaacs 24,495,075 592,101
Royce Global Value Trust, Inc.
At the 2014 Annual Meeting of Stockholders held on September 24, 2014, the Funds stockholders elected two Directors, consisting of:
VOTES FOR VOTES WITHHELD Richard M. Galkin 8,706,251 200,627 Stephen L. Isaacs 8,713,552 193,327
2014 Annual Report to Stockholders
About The Royce Funds Contact UsWealth of ExperienceGENERAL INFORMATION
With approximately $32 billion in total assets under management, Royce & Associates is committed to the same investment principles that have served us well for more than 40 years. Chuck Royce, our Chief Executive Officer, enjoys one of the longest tenures of any active mutual fund manager. Royces investment staff also includes 24 portfolio managers and analysts and nine traders.
General Royce Funds information including
an overview of our firm and Funds
(800) 221-4268Multiple Funds, Common FocusCOMPUTERSHARE
Our goal is to offer both individual and institutional investors the best available micro-cap, small-cap, and/or mid-cap portfolios. We have chosen to concentrate on smaller-company investing by providing investors with a range of funds that take full advantage of this large and diverse sector.
Transfer Agent and Registrar
Speak with a representative about:
Your account, transactions, and forms
(800) 426-5523Consistent DisciplineFINANCIAL ADVISORS AND BROKER-DEALERS
Our approach emphasizes paying close attention to risk and maintaining the same discipline, regardless of market movements and trends. The price we pay for a security must be below our appraisal of its current worth. This requires a thorough analysis of the financial and business dynamics of an enterprise, as though we were purchasing the entire company.
Speak with your regional Royce contact regarding:
Information about our firm, strategies, and Funds
Fund Materials
(800) 337-6923Co-Ownership of Fundsroycefunds.com
It is important that our employees and shareholders share a common financial goal. Our officers, employees, and their families currently have more than $185 million invested in The Royce Funds and are often among the largest individual shareholders.
Item 2. Code(s) of Ethics. As of the end of the period covered by this report, the Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.
(a)(1)
Item 3. Audit Committee Financial Expert.The Board of Directors of the Registrant has determined that it has an audit committee financial expert.(a)(2)Arthur S. Mehlman and Patricia W. Chadwick were designated by the Board of Directors as theRegistrants Audit Committee Financial Experts, effective April 15, 2004 and April 8, 2010, respectively.Mr. Mehlman and Ms. Chadwick are independent as defined under Item 3 of Form N-CSR.Item 4. Principal Accountant Fees and Services.
(a)Audit Fees:Year ended December 31, 2014 -$43,500Year ended December 31, 2013 -$42,500(b)Audit-Related Fees:Year ended December 31, 2014 -$0Year ended December 31, 2013 -$0(c)Tax Fees:Year ended December 31, 2014 -$7,200 - Preparation of tax returnsYear ended December 31, 2013 -$7,100 - Preparation of tax returns(d)All Other Fees:Year ended December 31, 2014 -$0Year ended December 31, 2013 -$0(e)(1) Annual Pre-Approval: On an annual basis, the Registrants independent auditor submits to the Audit Committee a schedule of proposed audit, audit-related, tax and other non-audit services to be rendered to the Registrant and/or investment adviser(s) for the following year that require pre-approval by the Audit Committee. This schedule provides a description of each type of service that is expected to require pre-approval and the maximum fees that can be paid for each such service without further Audit Committee approval. The Audit Committee then reviews and determines whether to approve the types of scheduled services and the projected fees for them. Any subsequent revision to already pre-approved services or fees (including fee increases) are presented for consideration at the next regularly scheduled Audit Committee meeting, as needed.
If subsequent to the annual pre-approval of services and fees by the Audit Committee, the Registrant or one of its affiliates determines that it would like to engage the Registrants independent auditor to perform a service not already pre-approved, the request is to be submitted to the Registrants Chief Financial Officer, and if he or she determines that the service fits within the independence guidelines (e.g., it is not a prohibited service), he or she will then arrange for a discussion of the proposed service and fee to be included on the agenda for the next regularly scheduled Audit Committee meeting so that pre-approval can be considered.
Interim Pre-Approval: If, in the judgment of the Registrants Chief Financial Officer, a proposed engagement needs to commence before the next regularly scheduled Audit Committee meeting, he or she shall submit a written summary of the proposed engagement to all members of the Audit Committee, outlining the services, the estimated maximum cost, the category of the services (e.g., audit, audit-related, tax or other) and the rationale for engaging the Registrants independent auditor to perform the services. To the extent the proposed engagement involves audit, audit-related or tax services, any individual member of the Audit Committee who is an independent Board member is authorized to pre-approve the engagement. To the extent the proposed engagement involves non-audit services other than audit-related or tax, the Chairman of the Audit Committee is authorized to pre-approve the engagement. The Registrants Chief Financial Officer will arrange for this interim review and
coordinate with the appropriate member(s) of the Committee. The independent auditor may not commence the engagement under consideration until the Registrants Chief Financial Officer has informed the auditor in writing that pre-approval has been obtained from the Audit Committee or an individual member who is an independent Board member. The member of the Audit Committee who pre-approves any engagements in between regularly scheduled Audit Committee meetings is to report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next regularly scheduled meeting.
(e)(2)Not Applicable(f)Not Applicable(g)Year ended December 31, 2014 -$7,200Year ended December 31, 2013 -$7,100(h)No such services were rendered during 2014 or 2013.Item 5. Audit Committee of Listed Registrants. The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Patricia W. Chadwick, Richard M. Galkin, Stephen L. Isaacs, Arthur S. Mehlman, David L. Meister and G. Peter OBrien are members of the Registrants audit committee.
Item 6. Investments.
(a) See Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.June 5, 2003, as amended
through October 22, 2009Royce & Associates Proxy Voting Guidelines and Procedures
These procedures apply to Royce & Associates, LLC (Royce) and all funds and other client accounts for which it is responsible for voting proxies, including all open and closed-end registered investment companies (The Royce Funds), limited partnerships, limited liability companies, separate accounts, other accounts for which it acts as investment adviser and any accounts for which it acts as sub-adviser that have delegated proxy voting authority to Royce. Such authority is determined at the inception of each client account and generally: (i) is specifically authorized in the applicable investment management agreement or other written instrument or (ii) where not specifically authorized, is granted to Royce where general investment discretion is given to it in the applicable investment management agreement. The Boards of Trustees/Directors of The Royce Funds (the Boards) have delegated all proxy voting decisions to Royce subject to these policies and procedures. Notwithstanding the above, from time to time the Boards may reserve voting authority for specific securities.
Receipt of Proxy Material. Under the continuous oversight of the Head of Administration, an Administrative Assistant designated by him is responsible for monitoring receipt of all proxies and ensuring that proxies are received for all securities for which Royce has proxy voting responsibility. All proxy materials are logged in upon receipt by Royces Librarian.
Voting of Proxies. Once proxy material has been logged in by Royces Librarian, it is then promptly reviewed by the designated Administrative Assistant to evaluate the issues presented. Regularly recurring matters are usually voted as recommended by the issuers board of directors or management. The Head of Administration or his designee, in consultation with the Chief Investment Officer, develops and updates a list of matters Royce treats as regularly recurring and is responsible for ensuring that the designated Administrative Assistant has an up-to-date list of these matters at all times, including instructions from Royces Chief Investment Officer on how to vote on
those matters on behalf of Royce clients. Examples of regularly recurring matters include non-contested elections of directors and non-contested approval of independent auditors. Non-regularly recurring matters are brought to the attention of the portfolio manager(s) for the account(s) involved by the designated Administrative Assistant, and, after giving some consideration to advisories from Glass Lewis & Co., an independent third party research firm, the portfolio manager directs that such matters be voted in a way that he or she believes should better protect or enhance the value of the investment. If the portfolio manager determines that information concerning any proxy requires analysis, is missing or incomplete, he or she then gives the proxy to an analyst or another portfolio manager for review and analysis.
a.From time to time, it is possible that one Royce portfolio manager will decide (i) to vote shares held in client accounts he or she manages differently from the vote of another Royce portfolio manager whose client accounts hold the same security or (ii) to abstain from voting on behalf of client accounts he or she manages when another Royce portfolio manager is casting votes on behalf of other Royce client accounts.The designated Administrative Assistant reviews all proxy votes collected from Royces portfolio managers prior to such votes being cast. If any difference exists among the voting instructions given by Royces portfolio managers, as described above, the designated Administrative Assistant then presents these proposed votes to the Head of Administration, or his designee, and the Chief Investment Officer. The Chief Investment Officer, after consulting with the relevant portfolio managers, either reconciles the votes or authorizes the casting of differing votes by different portfolio managers. The Head of Administration, or his designee, maintains a log of all votes for which different portfolio managers have cast differing votes, that describes the rationale for allowing such differing votes and contains the initials of both the Chief Investment Officer and Head of Administration, or his designee, allowing such differing votes. The Head of Administration, or his designee, performs a weekly review of all votes cast by Royce to confirm that any conflicting votes were properly handled in accordance with the above-described procedures. b.There are many circumstances that might cause Royce to vote against an issuers board of directors or management proposal. These would include, among others, excessive compensation, unusual management stock options, preferential voting and poison pills. The portfolio managers decide these issues on a case-by-case basis as described above. c.A portfolio manager may, on occasion, determine to abstain from voting a proxy or a specific proxy item when he or she concludes that the potential benefit of voting is outweighed by the cost, when it is not in the client accounts best interest to vote. d.When a client has authorized Royce to vote proxies on its behalf, Royce will generally not accept instructions from the clients regarding how to vote proxies. e.If a security is on loan under The Royce Funds Securities Lending Program with State Street Bank and Trust Company (Loaned Securities), the Head of Administration, or his designee, will recall the Loaned Securities and request that they be delivered within the customary settlement period after the notice, to permit the exercise of their voting rights if the number of shares of the security on loan would have a material effect on The Royce Funds voting power at the up-coming stockholder meeting. A material effect is defined as any case where the Loaned Securities are 1% or more of a class of a companys outstanding equity securities. Monthly, the Head of Administration or his designee will review the summary of this activity by State Street. A quarterly report detailing any exceptions that occur in recalling Loaned Securities will be given to the Boards.Custodian banks are authorized to release all proxy ballots held for Royce client account portfolios to Glass Lewis & Co. for voting, utilizing the Viewpoint proxy voting platform. Substantially all portfolio companies utilize Broadridge to collect their proxy votes.
Under the continuous oversight of the Head of Administration, or his designee, the designated Administrative Assistant is responsible for voting all proxies in a timely manner. Votes are returned to Broadridge using Viewpoint
as ballots are received, generally two weeks before the scheduled meeting date. The issuer can thus see that the shares were voted, but the actual vote cast is not released to the company until 4:00 pm on the day before the meeting. If proxies must be mailed, they go out at least ten business days before the meeting date.
Conflicts of Interest. The designated Administrative Assistant reviews reports generated by Royces portfolio management system (Quest PMS) that set forth by record date, any security held in a Royce client account which is issued by a (i) public company that is, or a known affiliate of which is, a separate account client of Royce (including sub-advisory relationships), (ii) public company, or a known affiliate of a public company, that has invested in a privately-offered pooled vehicle managed by Royce or (iii) public company, or a known affiliate of a public company, by which the spouse of a Royce employee or an immediate family member of a Royce employee living in the household of such employee is employed, for the purpose of identifying any potential proxy votes that could present a conflict of interest for Royce. The Head of Administration, or his designee, develops and updates the list of such public companies or their known affiliates which is used by Quest PMS to generate these daily reports. This list also contains information regarding the source of any potential conflict relating to such companies. Potential conflicts identified on the conflicts reports are brought to the attention of the Head of Administration or his designee by the designated Administrative Assistant. An R&A Compliance Officer then reviews them to determine if business or personal relationships exist between Royce, its officers, managers or employees and the company that could present a material conflict of interest. Any such identified material conflicts are voted by Royce in accordance with the recommendation given by an independent third party research firm (Glass Lewis & Co.). The Head of Administration or his designee maintains a log of all such conflicts identified, the analysis of the conflict and the vote ultimately cast. Each entry in this log is signed by the Chief Investment Officer before the relevant votes are cast.
Recordkeeping. A record of the issues and how they are voted is stored in the Viewpoint system. Copies of all physically executed proxy cards, all proxy statements (with it being permissible to rely on proxy statements filed and available on Edgar) and any other documents created or reviewed that are material to making a decision on how to vote proxies are retained in the Company File maintained by Royces Librarian in an easily accessible place for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years at Royces office. In addition, copies of each written client request for information on how Royce voted proxies on behalf of that client, and a copy of any written response by Royce to any (written or oral) client request for information on how Royce voted proxies on behalf of that client will be maintained by Royces Head of Administration and/or Royces Director of Alternative Investments, or their designee (depending on who received such request) for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years at Royces office. Royces Compliance Department shall maintain a copy of any proxy voting policies and procedures in effect at any time within the last five years.
Disclosure. Royces proxy voting procedures will be disclosed to clients upon commencement of a client account. Thereafter, proxy voting records and procedures are generally disclosed to those clients for which Royce has authority to vote proxies as set forth below:-The Royce Funds proxy voting records are disclosed annually on Form N-PX (with such voting records also available at www.roycefunds.com). Proxy voting procedures are available in the Statement of Additional Information for the open-end funds, in the annual report on Form N-CSR for the closed-end funds and at www.roycefunds.com. -Limited Liability Company and Limited Partnership Accounts proxy voting records are disclosed to members/partners upon request and proxy voting procedures (along with a summary thereof) are provided to members/partners annually (and are available at www.roycefunds.com). -Separate Accounts proxy voting records and procedures are disclosed to separate account clients annually.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Name Title Length of Service Principal Occupation(s) During Past 5 Years Charles M. Royce President and member
(a)(1) Portfolio Managers of Closed-End Management Investment Companies (information as of December 31, 2014)
of the Board of
Directors of the
Registrant Since 1986Chief Executive Officer and member of the Board of Managers of Royce & Associates, LLC (Royce), investment adviser to the Registrant, President and member of the boards of directors/trustees of the Registrant, Royce Focus Trust, Inc., Royce Micro-Cap Trust, Inc. ("RMT"), Royce Global Value Trust, Inc. ,The Royce Fund , and Royce Capital Fund (collectively, "The Royce Funds"). Chris E. Flynn Assistant Portfolio
Manager* Since April 1, 2007Assistant Portfolio Manager of the Registrant (since April 1, 2007); and Principal, Portfolio Manager and Senior Analyst at Royce (since 1993). David A. Nadel Assistant Portfolio
Manager* Since April 1, 2007Assistant Portfolio Manager of the Registrant (since April 1, 2007); Director of International Research at Royce (since 2010); Portfolio Manager and Senior Analyst at Royce( since 2006); Senior Portfolio Manager at Neuberger Berman Inc. (2004-2006); and Senior Analyst at Pequot Capital Management, Inc. (2001-2003). Lauren A. Romeo Assistant Portfolio
Manager* Since May 1, 2009Assistant Portfolio of the Registrant (since May 1, 2009); Portfolio Manager and Analyst at Royce (since 2004); Portfolio Manager at Dalton, Grenier, Hartman & Maher (since 2001); an Analyst with Legg Mason Funds Management (2000-2001); and an Analyst with T. Rowe Price Group (1996-2000).* Assistant Portfolio Managers may have investment discretion over a portion of the Registrants portfolio subject to the supervision of Registrants Portfolio Manager.
(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest (information as of December 31, 2014)
Other AccountsName of
Portfolio
Manager Type of Account Number of
Accounts
Managed Total
Assets
Managed Number of
Accounts
Managed for which
Advisory Fee is
Performance-Based Value of
Managed
Accounts for
which
Advisory Fee is
Performance
Based Charles M. Royce Registered
investment
companies 16 $18,713,665,670 2 $1,619,442,612 Private pooled
investment vehicles 1 $26,347,186 1 $26,347,186 Other accounts* 12 $62,833,243 - - Chris E. Flynn Registered
investment
companies 5 $6,427,192,932 2 $1,619,442,612 Private pooled
investment vehicles - - - - Other accounts* - - - - David A. Nadel Registered
investment
companies 8 $1,499,239,064 1 $1,231,954,638 Private pooled
investment vehicles - - - - Other accounts* - - - - Lauren A. Romeo Registered
investment
companies 6 $13,505,769,408 1 $1,231,954,638 Private pooled
investment vehicles 3 $819,156,888 - - Other accounts* - - - -*Other accounts include all other accounts managed by the Portfolio Manager in either a professional or personal capacity except for personal accounts subject to pre-approval and reporting requirements under the Registrants Rule 17j-1 Code of Ethics.
Conflicts of Interest
The fact that a Portfolio Manager has day-to-day management responsibility for more than one client account may create actual, potential or only apparent conflicts of interest. For example, the Portfolio Manager may have an opportunity to purchase securities of limited availability. In this circumstance, the Portfolio Manager is expected to review each accounts investment guidelines, restrictions, tax considerations, cash balances, liquidity needs and other factors to determine the suitability of the investment for each account and to ensure that his or her managed accounts are treated equitably. The Portfolio Manager may also decide to purchase or sell the same security for multiple managed accounts at approximately the same time. To address any conflicts that this situation may create, the Portfolio Manager will generally combine managed account orders (i.e., enter a "bunched" order) in an effort to obtain best execution or a more favorable commission rate. In addition, if orders to buy or sell a security for multiple accounts managed by common Portfolio Managers on the same day are executed at different prices or commission rates, the transactions will generally be allocated by Royce & Associates, LLC (Royce) to each of such managed accounts at the weighted average execution price and commission. In circumstances where a pre-allocated bunched order is not completely filled, each account will normally receive a pro-rated portion of the securities based upon the accounts level of participation in the order. Royce may under certain circumstances allocate securities in a manner other than pro-rata if it determines that the allocation is fair and equitable under the circumstances and does not discriminate against any account.
As described below, there is a revenue-based component of each Portfolio Managers Performance-Related Variable Compensation and the Portfolio Managers also receive Firm-Related Variable Compensation based on revenues (adjusted for certain imputed expenses) generated by Royce. In addition, Charles M. Royce receives variable compensation based on Royces retained pre-tax profits from operations. As a result, the Portfolio Managers may receive a greater relative benefit from activities that increase the value to Royce of The Royce Funds and/or other Royce client accounts, including, but not limited to, increases in sales of Registrants shares and assets under management.
Also, as described above, the Portfolio Managers generally manage more than one client account, including, among others, registered investment company accounts, separate accounts and private pooled accounts managed on behalf of institutions (e.g., pension funds, endowments and foundations) and for high-net-worth individuals. The appearance of a conflict of interest may arise where Royce has an incentive, such as a performance-based management fee (or any other variation in the level of fees payable by the Registrant or other Royce client accounts to Royce), which relates to the management of one or more of The Royce Funds or accounts with respect to which the same Portfolio Manager has day-to-day management responsibilities. Except as described below, no Royce Portfolio Managers compensation is tied to performance fees earned by Royce for the management of any one client account. Although variable and other compensation derived from Royce revenues or profits is impacted to some extent, the impact is relatively minor given the small percentage of Royce firm assets under management for which Royce receives performance-measured revenue. Notwithstanding the above, the Performance-Related Variable Compensation paid to Charles M. Royce as Portfolio Manager of two registered investment company accounts (the Registrant and RMT) is based, in part, on performance-based fee revenues. The Registrant and RMT pay Royce a fulcrum fee that is adjusted up or down depending on the performance of the Fund relative to its benchmark index.
Finally, conflicts of interest may arise when a Portfolio Manager personally buys, holds or sells securities held or to be purchased or sold for the Registrant or other Royce client account or personally buys, holds or sells the shares of one or more of The Royce Funds. To address this, Royce has adopted a written Code of Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including Registrants stockholders interests). Royce generally does not permit its Portfolio Managers to purchase small- or micro-cap securities for their personal investment portfolios.
Royce and The Royce Funds have adopted certain compliance procedures which are designed to address the above-described types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(a)(3) Description of Portfolio Manager Compensation Structure (information as of December 31, 2014)Royce seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. All Portfolio Managers, receive from Royce a base salary, Performance-Related Variable Compensation (generally the largest element of each Portfolio Managers compensation with the exception of Charles M. Royce), Firm-Related Variable Compensation based primarily on registered investment company and other client account revenues generated by Royce and a benefits package. Portfolio Manager compensation is reviewed and may be modified from time to time as appropriate to reflect changes in the market, as well as to adjust the factors used to determine variable compensation. Except as described below, each Portfolio Managers compensation consists of the following elements:
-BASE SALARY. Each Portfolio Manager is paid a base salary. In setting the base salary, Royce seeks to be competitive in light of the particular Portfolio Managers experience and responsibilities. -PERFORMANCE-RELATED VARIABLE COMPENSATION. Each Portfolio Manager receives quarterly Performance-Related Variable Compensation that is either asset-based, or revenue-based and therefore in part based on the value of the net assets of the account for which he or she is being compensated, determined with reference to each of the registered investment company and other client accounts they are managing. The revenue used to determine the quarterly Performance-Related Variable Compensation received by Charles M. Royce that relates to each of the Registrant and RMT is performance-based fee revenue. For all Portfolio Managers, the Performance-Related Variable Compensation applicable to the registered investment company accounts managed by the Portfolio Manager is subject to downward adjustment or elimination based on a combination of 3-year, 5-year risk and 10-year risk-adjusted pre-tax returns of such accounts relative to all small-cap objective funds with three years of history tracked by Morningstar (as of December 31, 2014 there were 395 such Funds tracked by Morningstar), the 5-year absolute returns of such accounts relative to 5-year U.S. Treasury Notes and absolute returns over the prior full market cycle and current cycle to date vs. the accounts benchmark. The Performance-Related Variable Compensation applicable to non-registered investment company accounts managed by a Portfolio Manager is not subject to performance-related adjustment.Payment of the Performance-Related Variable Compensation may be deferred, and any amounts deferred are forfeitable, if the Portfolio Manager is terminated by Royce with or without cause or resigns. The amount of the deferred Performance-Related Variable Compensation will appreciate or depreciate during the deferral period, based on the total return performance of one or more Royce-managed registered investment company accounts selected by the Portfolio Manager at the beginning of the deferral period. The amount deferred will depend on the Portfolio Managers total direct, indirect beneficial and deferred unvested investments in the Royce registered investment company account for which he or she is receiving portfolio management compensation.
-FIRM-RELATED VARIABLE COMPENSATION. Each Portfolio Manager receives quarterly variable compensation based on Royces net revenues.-BENEFIT PACKAGE. Each Portfolio Manager also receives benefits standard for all Royce employees, including health care and other insurance benefits, and participation in Royces 401(k) Plan and Money Purchase Pension Plan. From time to time, on a purely discretionary basis, Portfolio Managers may also receive options to acquire stock in Royces parent company, Legg Mason, Inc. Those options typically represent a relatively small portion of a Portfolio Managers overall compensation.Charles M. Royce, in addition to the above-described compensation, also receive variable compensation based on Royces retained pre-tax operating profit. This variable compensation, along with the Performance-Related Variable Compensation and Firm-Related Variable Compensation, generally represents the most significant element of Mr. Royces compensation. A portion of the above-described compensation payable to Mr. Royce relates to his responsibilities as Royces Chief Executive Officer and President of The Royce Funds.
(a)(4) Dollar Range of Equity Securities in Registrant Beneficially Owned by Portfolio Manager (information as of December 31, 2014)
The following table shows the dollar range of the Registrants shares owned beneficially and of record by the Portfolio Managers, including investments by his immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans.
Portfolio ManagerDollar Range of Registrants Shares Beneficially OwnedCharles M. Royce Over $1,000,000Chris E. Flynn $100,001 to $500,000David A. Nadel NoneLauren A. Romeo $100,001 to $500,000(b) Not Applicable
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not Applicable
Item 10. Submission of Matters to a Vote of Security Holders. Not Applicable.Item 11. Controls and Procedures.
(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrants Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
(b) Internal Control over Financial Reporting. There were no significant changes in Registrants internal control over financial reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses during the second fiscal quarter of the period covered by this report.
Item 12. Exhibits. Attached hereto.(a)(1) The Registrants code of ethics pursuant to Item 2 of Form N-CSR.(a)(2) Separate certifications by the Registrants Principal Executive Officer and Principal Financial Officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not Applicable
(b) Separate certifications by the Registrants Principal Executive Officer and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ROYCE VALUE TRUST, INC.
BY:/s/ Charles M. RoyceCharles M. RoycePresidentDate: March 5, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
ROYCE VALUE TRUST, INC. ROYCE VALUE TRUST, INC.BY:/s/ Charles M. Royce BY:/s/ John D. DiederichCharles M. RoyceJohn D. DiederichPresidentChief Financial OfficerDate:March 5, 2015Date: March 5, 2015