UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIESInvestment Company Act file number: 811-08030
Name of Registrant: Royce Micro-Cap Trust, Inc.
Address of Registrant: 745 Fifth Avenue
Name and address of agent for service: John E. Denneen, Esquire 745 Fifth Avenue New York, NY 10151
New York, NY 10151Registrants telephone number, including area code: (212) 508-4500
Date of fiscal year end: December 31
Date of reporting period: January 1, 2009 June 30, 2009
Item 1. Reports to Shareholders.
Royce Value Trust
Royce Micro-Cap Trust
Royce Focus Trust
SEMIANNUAL
REVIEW AND REPORT
TO STOCKHOLDERS
www.roycefunds.com
A Few Words on Closed-End Funds
Royce & Associates, LLC manages three closed-end funds: Royce Value Trust, the first small-cap value closed-end fund offering; Royce Micro-Cap Trust, the only micro-cap closed-end fund; and Royce Focus Trust, a closed-end fund that invests in a limited number of primarily small-cap companies.
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. This is in contrast to open-end mutual funds, in which the fund sells and redeems its shares on a continuous basis.A Closed-End Fund Offers Several Distinct Advantages Not Available From An Open-End Fund Structure
nSince a closed-end fund does not issue redeemable securities or offer its securities on a continuous basis, it does not need to liquidate securities or hold uninvested assets to meet investor demands for cash redemptions, as an open-end fund must.nThe fixed capital structure allows permanent leverage to be employed as a means to enhance capital appreciation potential.nIn a closed-end fund, not having to meet investor redemption requests or invest at inopportune times is ideal for value managers who attempt to buy stocks when prices are depressed and sell securities when prices are high.nUnlike Royces open-end funds, our closed-end funds are able to distribute capital gains on a quarterly basis. The Funds quarterly distribution policies for their common stock were suspended in May, 2009.nA closed-end fund may invest more freely in less liquid portfolio securities because it is not subject to potential stockholder redemption demands. This is particularly beneficial for Royce-managed closed-end funds, which invest in small- and micro-cap securities.We believe that the closed-end fund structure is very suitable for the long-term investor who understands the benefits of a stable pool of capital.
Why Dividend Reinvestment Is Important
A very important component of an investors total return comes from the reinvestment of distributions. By reinvesting distributions, our investors can maintain an undiluted investment in a Fund. To get a fair idea of the impact of reinvested distributions, please see the charts on pages 13, 15 and 17. For additional information on the Funds Distribution Reinvestment and Cash Purchase Options and the benefits for stockholders, please see page 19 or visit our website at www.roycefunds.com.
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Table of Contents
Semiannual Review
Performance Table 2 Letter to Our Stockholders 3 Small-Cap Market Cycle Performance 10
Semiannual Report to Stockholders 11For more than 35 years, we have used a value approach to invest in smaller-cap securities. We focus primarily on the quality of a companys balance sheet, its ability to generate free cash flow and other measures of profitability or sound financial condition. At times, we may also look at other factors, such as a companys unrecognized asset values, its future growth prospects or its turnaround potential following an earnings disappointment or other business difficulties. We then use these factors to assess the companys current worth, basing the assessment on either what we believe a knowledgeable buyer might pay to acquire the entire company, or what we think the value of the company should be in the stock market.
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Performance Table
NAV Average Annual Total Returns Through June 30, 2009
Royce Royce Royce Value Trust Micro-Cap Trust Focus Trust Russell 2000
Second Quarter 2009* 29.22 % 34.51 % 26.91 % 20.69 %
Year-to-Date 2009* 11.79 18.66 17.62 2.64
One-Year -31.17 -26.70 -34.12 -25.01
Three-Year -11.38 -10.58 -6.77 -9.89
Five-Year -1.73 -1.38 3.09 -1.71
10-Year 5.49 7.40 8.61 2.38
15-Year 8.49 9.31 n.a. 6.55
20-Year 9.06 n.a. n.a. 7.27
Since Inception 9.28 9.05 8.93
Inception Date 11/26/86 12/14/93 11/1/96** 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 Royce Funds invest primarily in securities of small-cap and/or micro-cap companies, which may involve considerably more risk than investments in securities of larger-cap companies.The thoughts expressed in this Review and Report to Stockholders concerning recent market movements and future prospects for small-company stocks are solely the opinion of Royce at June 30, 2009, 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 June 30, 2009 and are subject to change at any time without notice. There can be no assurance that securities mentioned in this Review and Report to Stockholders will be included in any Royce-managed portfolio in the future.
** Not annualized ** Date Royce & Associates, LLC assumed investment management responsibility for the Fund.
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Letter to Our Stockholders
Simple Twist of FateIt was one year ago that, taking a cue from a Bob Dylan song, we wrote that something significant was happening in the markets, but the nature and degree of the event had not yet become clear. The intervening 12 months have certainly clarified things, in about as painful and destructive a fashion as possible from an investment standpoint. Back in March 2008, the fall of Bear Stearns was initially hoped to be, with fingers crossed in one hand and the other knocking on wood, an isolated, anomalous event. It took a few months, but the ongoing implosion of the subprime mortgage market sent shock waves throughout the global financial system. A significant correction in housing prices probably would have created some thorny economic problems in and of itself, but as fate would have it, many of these ill-awarded mortgages were securitized, packaged, tranched and traded in a dizzying array of complicated arrangements that may never be completely understood. And once September rolled around, the once-slow pace of decline picked up so quickly that matters barely had time to escalate from bad to disastrous.
Lacking the fatalism that has characterized many observers forecasts for the economy and the stock market, we believe in the cyclicality of markets and the resourcefulness of our economy, both of which should be factors in the next year as we make our way by fits and starts to better days.
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What do people do when they buy
stocks? What are their motives and
expectations? These may seem like odd,
or at least very simple, questions, but
we think that they are worth asking in
pursuit of a larger, more important
point. After all, myriad factors can
lead a companys stock price to higher
levelsincreased demand for the
companys existing products and/or
services, a rapidly expanding business,
a higher public profile, an innovative
new product, etc. But none of these
events ensures that the share-price
gains will last. To us, the critical
question is, what kind of companies are
most likely to experience a sustainable
increase in their business value, and
thus an increase in share price?
As long-term investors with a
disciplined value approach, we are
therefore less concerned with what
may or may not make a stock price
climb, particularly in the short run.
Short-term gains for our portfolio
holdings are always welcome, but our
focus is on identifying companies
capable of long-term success as both
businesses and stocks. There are
several methods that we use to try to
determine this. The first critical step
entails a close examination of a
companys financial profile and
Continued on page 6...
Letter to Our StockholdersThe subprime fallout hit the markets with its most devastating blows less than one year ago, though it seems much further away in time, perhaps because so much trouble arrived so quickly and perhaps because so many other significant eventsa deep recession, an ensuing credit crisis, a presidential election, the bankruptcy of two of the three major American automakers, two ongoing wars, and unrest and agitation in Iranwere occurring as the financial crisis was unfolding. As of this writing, we have seen the small-cap stock market go from a stumble to a near-collapse to a short-term (and hopefully more lasting) recovery in the space of a little less than two years, with the most eventful action coming between September 2008 and the present.
The pertinent questions are: How long can the nascent bull market last? Has the economy stabilized to the point that a sustainable recovery is just a matter of time? Will economic improvement arrive in time to prevent the recurrence of a stock market swoon? Will the federal governments stimulus package have a tangibly positive effect on growth? For each question, the answer, unfortunately, is not blowin in the wind, or anywhere else for that matter. One need only look at the intensity of the debates over economic green shoots and the question of whether they presage genuine resurgence or are simply anomalous occurrences in a still contracting economy. Our own take, about which we have more to say later in this letter, is guardedly optimistic. However, before moving on we wish to point out that our long-term perspective allows us some measure of distance from the heat of these debates. Lacking the fatalism that has characterized many observers forecasts for the economy and the stock market, we believe in the cyclicality of markets and the resourcefulness of our economy, both of which should be factors in the next year as we make our way by fits and starts to better days.
Modern Times
As for those days most recently passed, they were definitely better, as the market spent much of the period from March through June rallying from the worrisome depths it had tested in the fall and winter months. The better days began after the most recent market trough on March 9 and continued mostly unimpeded through the end of June, though there were notable sell-offs, particularly late in June and early in July. However, even the most fatalistic observer was likely cheered by the year-to-date results for the major equity indices: The small-cap Russell 2000 was up 2.6% through June 30, 2009, while the large-cap S&P 500 gained 3.2%, the more tech-laden Nasdaq Composite shot up 16.4% and the global MSCI EAFE (Europe, Australasia and Far East) rose 8.0%.
As the date of the recent market bottom indicates, the first half of 2009 offered the worst of the recent bear market and the sparkling hope of a new, more bullish era, all within a compact six months. During the first quarter, the Russell 2000 was down 15.0%, the S&P
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In such a volatile environment, the question of where market leadership will next reside remains an open one, as does the question of how long any such leadership period is likely to last.
500 fell 11.0%, the Nasdaq Composite slipped only 3.1% and the MSCI EAFE sagged 13.9%. It should be remembered that these results included the beginning of the recent rally, more than three weeks worth of mostly rising stock prices that closed out the quarter and saw each index posting positive double-digit returns from March 9 through March 31, 2009. That the rally then took up almost the entire second quarter was thus a more than welcome development, especially as results for the four indices referenced above represented the largest respective quarterly advances since the second quarter of 2003. Yet we are still a long way from celebration. For the periods ended June 30, 2009, one-year and three-year average annual returns for all four indices remained negative, and only the MSCI EAFE managed a positive performance for the five-year period.Market leadership remains unclear. Consider the following: The Russell 2000 trailed the S&P 500 in the first quarter, outperformed in the second quarter, but remained behind its large-cap counterpart for the year-to-date period ended June 30, 2009. The small-cap index led its large-cap sibling for the one-year period through the end of June, trailed in the three-year period, and led in the five- and 10-year periods. Small-cap stocks also significantly outperformed large-caps for the decade-to-date period, with the Russell 2000 gaining 14.0% versus the S&P 500s decline of 25.9% from December 31, 1999 through June 30, 2009. With dramatic and well-defined bear and bull periods over the last two years, none of us needs a reminder that market volatility has been very much the norm. However, we think that another important example of its omnipresence can be seen in the near-regular rotation of small- and large-cap leadership over recent shorter-term calendar-based periods. In such an environment, the question of where market leadership will next reside remains an open one, as does the question of how long any such leadership period is likely to last.It Takes Growth to Laugh, It Takes Value to CryWithin the small-cap universe, the current leadership issue is more than settled. Small-cap growth, as measured by the Russell 2000 Growth index, remained in the top spot over small-cap value, as measured by the Russell 2000 Value index. For the year-to-date period ended June 30, 2009, the Russell 2000 Growth index gained 11.4%, while the Russell 2000 Value index fell 5.2%. Both small-cap indices enjoyed robust results in the second quarter, but the Russell 2000 Value indexs 18.0% gain trailed its growth counterparts 23.4% return, so the turn in the tide of stock prices did little to help the small-cap value index to narrow the performance gap. Small-cap growth first gained its advantage in 2009 by outperforming in the bearish first quarter, down 9.7% compared to a decline of 19.6% for small-cap value, which marked the third consecutive quarter in which small-cap growth fared better than small-cap value in a negative return period. (However, at the endThis page is not part of the 2009 Semiannual Report to Stockholders | 5
history. We search for evidence of
our definition of qualitya strong
balance sheet, a history of solid
earnings, the ability to generate
positive cash flow and high returns on
invested capital. While its true that a
company possessing each of these
qualities is hardly guaranteed positive
stock performance (as returns for our
Funds in 2008 made painfully clear),
we think that businesses with these
characteristics are most likely to be
solid, if not strong, performers over
long-term time horizons.
Another route is of particular
significance to us, though it may at
first seem counterintuitive: A company
can achieve an attractive long-term
record by losing less during economic
or market downturns. Our years of
research bear out that those attributes
that we value so highly can help a firm
to weather these stormsprofitable
companies with low debt and plentiful
cash have historically been stalwarts
in poor markets and/or economies (the
recent bear market notwithstanding).
In other words, we are seeking great
companies, not just great stocks.
At first, this may appear to be a
distinction without a difference, but
the difference is very real to us
because we see ourselves as business
buyers. We have always taken very
seriously the simple truth that when
one buys even one share of stock,
one becomes a stakeholder in a
business. This is why our approach
generally requires developing a deep
understanding of what a company
does and how it operates. In addition
Continued on page 8...
Letter to Our Stockholders
of 2008, small-cap value held a slender lead over growth from the small-cap peak on July 13, 2007, the official start of the small-cap bear market.) In a curious twist of fate, then, the small-cap growth index has solidified its leadership position in large part by defying its historical norm of trailing small-cap value in down markets.Dont Think Twice, Its All Right
The Russell 2000 Growth index also beat its small-cap value counterpart for the one-, three- and five-year periods ended June 30, 2009. Over longer-term periods, small-cap value held sway, thanks to an earlier period of long-term leadership. The end of 2006 marked the end of an extended span of small-cap value outperformance. In each of the first seven years of the current decade, small-cap value underperformed small-cap growth only once, in 2003, and by a slight margin. These years of often-decisive performance advantages helped the Russell 2000 Value index to outpace the small-cap growth index for the 10-, 15-, 20- and 25-year periods ended June 30, 2009.
As longstanding believers in reversion to the mean, we thought it likely that this long period of outperformance for small-cap value was likely to be succeeded by a strong turn for small-cap growth when the small-cap market cycle that began in March 9, 2000 came to an end, which happened in July 2007. For the periods ended June 30, 2009, the Russell 2000 Growth index outpaced its value sibling from the small-cap peak on July 13, 2007 (-35.2% versus -42.5%) and from the small-cap market low on March 9, 2009 (+49.9% versus +47.9%). We were not surprised to see small-cap growth hold an advantage throughout the recent bear market or thus far in the rally. As much as outperformance in both an up and a down market, even over a short-term period, is a convincing measure of leadership, the current volatile condition of the market makes small-cap growths ongoing dominance an uncertain proposition at best.
We were more than happy to see each of our closed-end funds bounce back with solid to very strong performances during the first six months of 2009, particularly after they endured the worst returns in their respective histories in 2008. The fact that all three portfolios turned in strong absolute performances, which is most meaningful to us, and also outperformed their respective benchmarks made 2009s first-half results that much sweeter. Even more pleasing was the fact that our closed-end funds year-to-date returns were a combination of strong relative performance in the downturn between January and the small-cap low on March 9, followed by equally strong results in the rally that lasted into early June, though second-quarter market price results may have been adversely affected by the suspension of each Funds quarterly distribution. Losing less in poor markets has often been a historical hallmark of our management, and we welcomed its return, even in a short-term time frame.
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The rally benefitted stocks across all asset and style categories, though it gave the strongest boost to non-dividend paying companies, those without earnings and low-priced stocks. The latter group was especially compelling because companies whose share prices had hit single digits needed very little to score large percentage-point gains. We do a lot of work in the low-priced area in our three closed-end portfolios, though our search is for quality smaller companies that have fallen on hard times. During the recent rally, however, many other investors seemed to be more focused on momentum. For the portfolios taken as a whole, net gains could be found in several industry groups, even some of those in the beleaguered consumer and financial sectors. The most significant net gains for the three portfolios as a group, however, were in the Technology sector, with Financial Services in RVT, Industrial Products and Natural Resources in RMT, and Natural Resources, Industrial Products and Consumer Products in FUND also enjoying encouraging rebounds.Things Have Changed
The significant question, of course, is what happens next? Late June and early July saw just enough selling for many observers to be convinced that the rally might have breathed its last, at least until more compelling evidence of a growing economy surfaces. Our own take is that the first phase of the bull market is probably complete. The rally that began in March was characterized by dynamic, double-digit returns, and stocks of all sizes in nearly all sectors and industries benefiting greatly. Around the middle of June, the market fell into a corrective period, almost as if it were catching its breath after the wild run-up of stock prices. This period could last for another few months or could be over by the time this Semiannual Review and Report is being read. We would expect an overall modest decline in the range of 10%-15%, regardless of the time frame. We also expect
We were more than happy to see each of our closed-end funds collectively bounce back with solid to very strong performances during the first six months of 2009... Losing less in poor markets has often been a historical hallmark of our management, and we welcomed its return, even in a short-term time frame.
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to our discussions with a companys
management, we often speak to
suppliers, customers and competitors
in order to expand our knowledge of
the company.
To be sure, we buy stocks to make
money, but the means to that sought-after
end are very specific. We are
looking for the happy marriage of
a strong financial profile with a
wonderful business that we think we
know well. This necessitates a
commitment to a disciplined process,
one that demands we know as much
about these businesses as we possibly
can. It involves making an investment
in a business as if we were purchasing
the entire company, as if we were
owners, because, after all, that is
what we become when we buy stocks.
Letter to Our Stockholders
the next phase in the current cycle to be differentstill bullish, but with returns that will not be as lofty. It seems to us we will see more historically typical performance patterns, frequent sector and industry rotation and greater discrimination on the part of investors for quality companies. We also feel confident that stocks of higher quality companiesthose with solid earnings, high returns on invested capital and/or that pay dividendsshould take the lead in the next bull phase.
Our reasoning is that enough investors should begin to focus on company quality now that the period of momentum-driven results appears to be behind us and a recovering economy in front of us, though no one knows how far ahead it lies. Recent selling has been driven more by fundamentals than liquidity, which is a good sign for the stability of equities as a whole. Without the sense of panic that was so prevalent in the last four months of 2008, investors would be free to think more about factors such as risk, long-term performance and sustainable growth. In such a setting, we think that quality stocks would do well across virtually all asset classes and in all industries where they can be found. So we may see, for example, small-cap leadership for a short time, then a period of large-cap outperformance, etc. However, quality is likely to be a lingering presencea constant in a solid bull market that should otherwise see regular rotations in leadership.
Beyond Here Lies...
The economy is the elephant in the room. The recent rally was fueled in large part by investors expectations of an economic recovery that, perhaps needless to say, has thus far not materialized. We suspect that some investors may have confused economic
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stabilization with economic recovery, something that surely helped the prices of certain stocks to run ahead of what their fundamentals might suggest, which in part explains why the rally lost steam in June. From an equity investors standpoint, economic recovery is necessary for the markets bullish moves to be sustained. Rancorous debate about where the economy is and where it is going will continue. There will be plenty of disappointment and cynicism, as well as an ample supply of naysayers braying along the road to economic recovery, which we think will proceed slowly, at times at a pace of two steps forward one step back, to the point that within a year a recovery should be well under way. We do not think that it will be as driven by consumer spending, but instead will be led by revived industrial activity, natural resources and perhaps even financial services. Consumer activity will still play an important role, but we expect consumer spending to account for far less of GDP than it did prior to the recession, which will be a positive development.Quality is likely to be a lingering presencea constant in a solid bull market that should otherwise see regular rotations in leadership.
We look forward to the next several months and even more so to the next three to five years. Our own confidence about the economy and the equity markets is tempered by the fact that less bad does not equate to good. We suspect that the next round of concerns will center on the pace of improvement rather than the question of its existence, which seems to dominate economic discussions as of this writing. Yet the current mood, part of which we have just described and which seems to shift from optimism to pessimism and back again, often in the space of a single day, is infinitely preferable to the panic and capitulation that made last fall and winter so chilling. This is the kind of incremental, at times imperceptible, progress that we expect the economy to make. The markets moves, far easier to track, will be less subtle, but both should be moving, however slowly, to a far better place.
Sincerely, Charles M. Royce W. Whitney George Jack E. Fockler, Jr. President Vice President Vice President July 31, 2009
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Small-Cap Market Cycle PerformanceWe believe strongly in the idea that a long-term investment perspective is crucial for determining the success of a particular investment approach. Flourishing in an up market is wonderful. Surviving a bear market by losing less (or not at all) is at least as good. However, the true test of a portfolios mettle is performance over full market cycle periods, which include both up and down market periods. We believe that providing full market cycle results is more appropriate even than showing three- to five-year standardized returns because the latter periods may not include the up and down phases that constitute a full market cycle.
Since the Russell 2000s inception on 12/31/78, valueas measured by the Russell 2000 Value Indexoutperformed growthas measured by the Russell 2000 Growth Indexin six of the small-cap indexs eight full market cycles. The most recently concluded cycle, which ran from 3/9/00 through 7/13/07, was the longest in the indexs history, and represented what we believe was a return to more historically typical performance in that value provided a significant advantage during its downturn (3/9/0010/9/02) and for the full cycle. In contrast, the new market cycle that began on 7/13/07 has so far favored growth over value, an unsurprising development when one considers how thoroughly value dominated growth in the previous full cycle.Peak-to-PeakROYCE FUNDS NAV TOTAL RETURNS VS. RUSSELL 2000 INDEX:
For the full cycle, value provided a sizeable margin over growth, which finished the period with a loss. Each of our closed-end funds held a sizeable performance advantage over the Russell 2000 on both an NAV (net asset value) and market price basis. On an NAV basis, Royce Focus Trust (+264.2%) was our best performer by a wide margin, followed by Royce Micro-Cap Trust (+175.9%) and Royce Value Trust (+161.3%).
Peak-to-Current
During the difficult, volatile period ended 6/30/09, both value and growth posted similarly negative returns. Events in the financial markets immediately preceding the end of 2008s third quarter caused the Russell 2000 to decline significantly. After a brief rally at the end of 2008, the index continued its fall, dropping it to a cyclical low on 3/9/09. Since then the index recovered significantly, gaining 48.9% from 3/9/09 through 6/30/09.
Royce Focus Trust managed to slightly outperform the index during the decline, while all three of our closed-end funds outperformed during the short rally from 3/9/09 through 6/30/09.
MARKET CYCLE RESULTSPeak-to-Peak
3/9/00-7/13/07 Peak-to-Trough
7/13/07-3/9/09 Trough-to-Current
3/9/09-6/30/09 Russell 2000 54.9 % -58.9 % 48.9 %Russell 2000 Value 189.5 -61.1 47.9Russell 2000 Growth -14.8 -56.8 49.9Royce Value Trust 161.3 -65.6 64.2Royce Micro-Cap Trust 175.9 -66.3 73.3Royce Focus Trust 264.2 -58.3 49.5
The thoughts concerning recent market movements and future prospects for smaller-company stocks are solely those of Royce & Associates and, of course, there can be no assurance with regard to future market movements. Smaller-company stocks may involve considerably more risk than larger-cap stocks. Past performance is no guarantee of future results. See page 2 for important performance information for all of the above funds.
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Table of Contents
Semiannual Report to StockholdersManagers Discussions of Fund Performance Royce Value Trust 12 Royce Micro-Cap Trust 14 Royce Focus Trust 16 History Since Inception 18 Distribution Reinvestment and Cash Purchase Options 19 Schedules of Investments and Other Financial Statements Royce Value Trust 20 Royce Micro-Cap Trust 34 Royce Focus Trust 46 Notes to Performance and Other Important Information 55 Board Approval and Investment Advisory Agreements 56
2009 Semiannual Report to Stockholders | 11
AVERAGE ANNUAL NAV TOTAL RETURNS
Through 6/30/09
Second Quarter 2009* 29.22 %
Year-to-Date 2009* 11.79
One-Year -31.17
Three-Year -11.38
Five-Year -1.73
10-Year 5.49
15-Year 8.49
20-Year 9.06
Since Inception (11/26/86) 9.28
* Not annualized CALENDAR YEAR NAV TOTAL RETURNSYear RVT Year RVT
2008 -45.6 % 1999 11.7 %
2007 5.0 1998 3.3
2006 19.5 1997 27.5
2005 8.4 1996 15.5
2004 21.4 1995 21.6
2003 40.8 1994 0.1
2002 -15.6 1993 17.3
2001 15.2 1992 19.3
2000 16.6 1991 38.4
TOP 10 POSITIONS
% of Net Assets Applicable
to Common Stockholders
Ash Grove Cement Cl. B 1.4 %
Ritchie Bros. Auctioneers 1.3
SEACOR Holdings 1.2
Simpson Manufacturing 1.0
AllianceBernstein Holding L.P. 1.0
Alleghany Corporation 1.0
SPSS 0.9
GAMCO Investors Cl. A 0.9
Forward Air 0.9
HEICO Corporation 0.9
PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable
to Common Stockholders
Technology 21.1 %
Industrial Products 20.1
Industrial Services 16.8
Financial Services 14.4
Financial Intermediaries 12.7
Natural Resources 8.4
Consumer Products 7.0
Health 6.2
Consumer Services 4.3
Diversified Investment Companies 0.5
Miscellaneous 4.7
Preferred Stock 0.7
Cash and Cash Equivalents 16.6
Royce Value Trust
Managers Discussion
Following a discouraging 2008, the rally in the first half of 2009 lifted stock prices and spirits, including those of us who manage Royce Value Trust (RVT). The Funds portfolio of small-cap and micro-cap stocks did well in the first half on both relative and absolute basis. Its results were strong on both a net asset value (NAV) and market price basis. For the year-to-date period ended 6/30/09, the Fund gained 11.8% on an NAV basis, and 5.5% based on market price, outpacing both of its unleveraged benchmarks, the Russell 2000, which was up 2.6%, and the S&P Small-Cap 600, which was up 0.7%, for the same period. After managing both to post a dismal absolute performance and to lag its benchmarks in 2008, we were very pleased to see such a strong rebound in 2009s first half, particularly with the suspension of the Funds quarterly distribution policy negatively impacting its market price returns. RVTs solid relative showing in the bearish first quarter was especially gratifying. During this period, the Fund was down 13.5% and 11.4% on an NAV and market price basis, respectively, while the Russell 2000 fell 15.0%, and the S&P 600 declined 16.8%. During the second quarter, when stock prices rose precipitously, RVT held its advantage with impressive gains of 29.2% (NAV) and 19.1% (market price), compared to the Russell 2000s increase of 20.7%, and the S&P 600s of 21.1%.The recent rally began on 3/9/09, just before the end of the first quarter. From that small-cap low through 6/30/09, RVT outpaced the Russell 2000, up 64.2% on an NAV basis and 70.2% on a market price basis versus 48.9% for the Russell 2000 and 48.4% for the S&P 600. This short-term outperformance would have been less encouraging had it not helped the Fund to narrow the performance gap on its benchmarks in the current severe bear market cycle. From the small-cap market peak on 7/13/07 through 6/30/09, RVT was down 43.5% on an NAV basis and 51.1% based on market price, compared to declines of 38.8% and 38.1% for the Russell 2000 and the S&P 600, respectively.GOOD IDEAS THAT WORKED
RVT trailed its two benchmarks for the one-year period ended 6/30/09 on both an NAV and market price basis. The performance picture was better on an NAV basis over longer-term periods. From the previous small-cap market peak on 3/9/00 through 6/30/09, RVT gained 47.8% and 51.8% on an NAV and market price basis, versus a decline of 5.2% for the Russell 2000 and a gain of 31.6% for the S&P 600. The Fund also outperformed the Russell 2000 for the 10-, 15-, 20-year, and since inception (11/26/86) periods ended 6/30/09 on an NAV basis, and the S&P 600 for the 10-, 20-, and 25-year periods. RVTs NAV average annual total return since inception was 9.3%.
Top Contributors to Performance*
Year-to-Date Through 6/30/09Diodes 0.43%
GAMCO Investors Cl. A 0.42
Evercore Partners Cl. A 0.36
Advent Software 0.33
Waddell & Reed Financial Cl. A 0.31
*Includes dividendsImportant 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 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 a more diversified portfolio of larger-cap companies.12 | 2009 Semiannual Report to Stockholders
Performance and Portfolio Review
The Technology and Financial Services sectors made the most significant positive impact on performance through the end of June. Technology holdings were particularly strong as a group, as tech stocks in general enjoyed both a relatively better first quarterthat is, they tended to lose less than the market as a wholeand a stronger second quarter. Net gains were spread fairly evenly through the sectors industry groups, with software companies, the semiconductors and equipment group, and components and systems businesses leading in terms of net gains. Diodes, which makes semiconductors used in a variety of industries, was RVTs top performer in the first half, in part benefiting from better-than-expected earnings earlier in the year. Advent Software, a provider of financial management, accounting and trading software to asset managers, was also a strong contributor. The gradual recovery of investment management companiesthemselves a key area of strength for RVTs portfoliocombined with solid earnings that exceeded estimates helped its stock price to climb.
Four of the Funds top seven performers were investment management businesses: GAMCO Investors, which spun off an advisory unit in February, Evercore Partners, Waddell & Reed Financial and Federated Investors. Investment management is an area that we think we know well and in which we see strong potential going forward. It was an industry largely battered in the downturn, and stocks began to recover earlier in 2009. We were happy to hold good-sized positions in each at the end of June, though we sold some shares in each stock as share prices climbed.We held our shares of Bermuda-based Bank of N.T. Butterfield & Son mostly owing to its strong core business, which has suffered amid the ongoing struggles of banking stocks. Our thought was that its shares could rebound when its industry comes back. Woodward Governor makes energy control systems for commercial and military aircraft. Its stock price plunged as the company announced a large acquisition around the same time it revised downward its outlook for the year due to continuing softening conditions in aircraft manufacturing. We reduced our stake as the acquisition caused enough balance sheet dilution to revise our view of its prospects.GOOD IDEAS AT THE TIME
Top Detractors from Performance*
Year-to-Date Through 6/30/09Bank of N.T. Butterfield & Son -0.37%
Woodward Governor -0.32
Lawson Products -0.27
Ash Grove Cement Cl. B -0.25
Adaptec -0.25
*Net of dividends
1Reflects the cumulative total return of an investment made by a stockholder who purchased one share at inception ($10.00 IPO), reinvested all annual distributions as indicated and fully participated in primary subscriptions of the Funds rights offerings.2Reflects the actual market price of one share as it traded on the NYSE.FUND INFORMATION AND
PORTFOLIO DIAGNOSTICS
Average Market Capitalization* $866 million
Weighted Average P/E Ratio** 14.4x
Weighted Average P/B Ratio 1.5x
Weighted Average Portfolio Yield 1.4%
Fund Total Net Assets $877 million
Net Leverage 17%
Turnover Rate 11%
Symbol Market Price RVT NAV XRVTX
* Geometrically calculated**The Funds P/E ratio calculation excludes companies with zero or negative earnings (22% of portfolio holdings as of 6/30/09).
Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets, excluding preferred stock.
CAPITAL STRUCTURE
Publicly Traded Securities Outstanding
at 6/30/09 at NAV or Liquidation Value
66.0 million shares
of Common Stock $657 million
5.90% Cumulative
Preferred Stock $220 million
DOWN MARKET PERFORMANCE COMPARISON
All Down Periods of 7.5% or Greater
Over the Last 10 Years, in Percentages(%)2009 Semiannual Report to Stockholders | 13
AVERAGE ANNUAL NAV TOTAL RETURNS
Through 6/30/09
Second Quarter 2009* 34.51 %
Year-to-Date 2009* 18.66
One-Year -26.70
Three-Year -10.58
Five-Year -1.38
10-Year 7.40
15-Year 9.31
Since Inception (12/14/93) 9.05
* Not annualized CALENDAR YEAR NAV TOTAL RETURNSYear RMT Year RMT
2008 -45.5 % 2000 10.9 %
2007 0.6 1999 12.7
2006 22.5 1998 -4.1
2005 6.8 1997 27.1
2004 18.7 1996 16.6
2003 55.5 1995 22.9
2002 -13.8 1994 5.0
2001 23.4
TOP 10 POSITIONS
% of Net Assets Applicable
to Common Stockholders
Seneca Foods 2.2 %
Sapient Corporation 1.6
Pegasystems 1.1
Universal Truckload Services 1.1
Willbros Group 1.0
Deswell Industries 1.0
Americas Car-Mart 1.0
Computer Task Group 1.0
Movado Group 1.0
Hawkins 0.9
PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable
to Common Stockholders
Technology 20.2 %
Industrial Products 19.6
Industrial Services 13.0
Natural Resources 11.0
Financial Intermediaries 9.9
Health 9.1
Consumer Products 7.2
Financial Services 6.3
Consumer Services 4.3
Diversified Investment Companies 0.9
Miscellaneous 4.9
Preferred Stock 1.1
Cash and Cash Equivalents 23.0
Royce Micro-Cap Trust
Managers Discussion
Performance for Royce Micro-Cap Trust (RMT) was solid during the first half of 2008, but the stubborn and unfortunate reality of the bear market must still be kept in mind. As things stand, we will settle for describing RMTs strong first half as encouraging. The Fund gained 18.7% for the year-to-date period ended 6/30/09 on a net asset value basis (NAV) and 12.5% based on market price, well ahead of its unleveraged small-cap benchmark, the Russell 2000, which was up 2.6%, and the Russell Microcap index, which rose 6.0%, for the same period. The Funds first-half outperformance was a near-ideal combination of a strong relative showing in the first-quarter downturn and a terrific absolute and relative result in the second-quarter upswing. RMT lost 11.8% on an NAV basis, and 5.9% based on market price, in the opening quarter of 2009, compared to respective declines of 15.0% and 15.2% for the Russell 2000 and Russell Microcap indices. When stock prices rose in the second quarter, the Fund was up 34.5% on an NAV basis and 19.5% on a market price basis as RMTs market price return suffered from the suspension of the Funds quarterly distribution. For the same period, the Russell 2000 was up 20.7%, and the Russell Microcap rose 25.0%.
The Fund also showed much-improved relative returns on an NAV basis in the recent market cycle. First, in the rally that began following the small-cap low on 3/9/09 through 6/30/09, RMT was up 73.3% versus a gain of 48.9% for the Russell 2000 and 54.6% for the Russell Microcap index. For the market cycle period that began with the most recent small-cap peak on 7/13/07 (and thus marked the beginning of the current bear market) through 6/30/09, RMT trailed its benchmark, down 41.6% on an NAV basis versus a loss of 38.8% for the Russell 2000. However, the Fund did outpace the microcap index, which declined 44.7% for the same period.The Funds market cycle returns were a critical factor in beating its benchmark on an NAV basis for the five-, 10-, 15-year and since inception (12/14/93) periods ended 6/30/09. On a market price basis, the news was less encouraging, as RMT was ahead of the Russell 2000 for the 10-year, 15-year and since inception periods. RMTs NAV average annual total return since inception was 9.1%.GOOD IDEAS THAT WORKED
Technology and Industrial Products, the Funds two largest sectors at the end of June, also made the most significant positive contributions to performance in the first half. Tech stocks made a long-sought comeback, and the strongest net gains in the portfolio came from software companies, the semiconductors and equipment group and IT Services. RMT has held Pegasystems, which makes business process management software, since 2001. We liked
Top Contributors to Performance*
Year-to-Date Through 6/30/09Pegasystems 1.39%
Spherion Corporation 0.73
Stein Mart 0.68
Deswell Industries 0.60
Sapient Corporation 0.52
*Includes dividendsImportant 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 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 normally invests in micro-cap companies, which may involve considerably more risk than investing in a more diversified portfolio of larger-cap companies.14 | 2009 Semiannual Report to Stockholders
Performance and Portfolio Review
the companys attractive niche almost as much as its strong balance sheet. With little analyst coverage, its stock price soared in April after better-than-expected first-quarter earnings results were announced. We continued to reduce our position as its stock price rose. Another key contributor and long-time favorite was Sapient Corporation, which provides business, marketing, and technology consulting services worldwide. Sapient benefitted from the general revival of tech stocks, and reported a positive earnings surprise, which helped to bring investors back to the stock.
Elsewhere in the portfolio, staffing and placement services company Spherion Corporation saw its share price begin to recover as it fought its way back from a dismal 2008. Deswell Industries, in the Industrial Products sector, was another top contributor. This manufacturer of injection-molded plastic parts and components experienced a revival in earnings and solid, if unspectacular, growth during the period, though it was enough to attract investors during the recent rally. The Industrial Products sector, however, was also home to some of RMTs significant detractors during the periodQuixote Corporation and Trex Company. Trex manufactures and distributes wood/plastic composite products used in residential and commercial construction. The slowdown in each market has hurt its business. Our hope was that the companys fortunes could revive with a pickup in its market, especially as the company has reduced operating costs. The ongoing recession also slowed the business of Quixote Corporation, whichmanufactures highway and transportation safety products. Recent earnings were not only negativea discouraging enough developmentbut also slightly worse than expected, which, along with its spotty profits, left us unsure about its long-term prospects. As a result, we trimmed our position in February and March. Pason Systems, which provides rental oilfield instrumentation and data acquisition systems, also disappointed, a result of the tough times for natural gas drilling and exploration. We still like its market share in what we think is a highly attractive industry niche.GOOD IDEAS AT THE TIME
Top Detractors from Performance*
Year-to-Date Through 6/30/09Quixote Corporation -0.68 %
Pason Systems -0.43
Trex Company -0.30
NYMAGIC -0.29
Integral Systems -0.27
*Net of dividends
MARKET PRICE PERFORMANCE HISTORY SINCE INCEPTION (12/14/93) through 6/30/09
1Reflects the cumulative total return of an investment made by a stockholder who purchased one share at inception ($7.50 IPO), reinvested distributions as indicated and fully participated in the primary subscription of the 1994 rights offering.2 Reflects the actual market price of one share as it traded on the NYSE and, prior to 12/1/03, on Nasdaq.FUND INFORMATION AND
PORTFOLIO DIAGNOSTICS
Average Market Capitalization* $228 million
Weighted Average P/B Ratio 1.2x
Weighted Average Portfolio Yield 1.1%
Fund Total Net Assets $257 million
Net Leverage 8%
Turnover Rate 16%
SymbolMarket Price
RMTNAV
XOTCX
*Geometrically calculatedNet leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets, excluding preferred stock.CAPITAL STRUCTURE
Publicly Traded Securities Outstanding
at 6/30/09 at NAV or Liquidation Value
27.3 million shares of Common Stock $197 million
6.00% Cumulative Preferred Stock $60 million
DOWN MARKET PERFORMANCE COMPARISON
All Down Periods of 7.5% or Greater Over the
Last 10 Years, in Percentages(%)
2009 Semiannual Report to Stockholders | 15
AVERAGE ANNUAL NAV TOTAL RETURNS
Through 6/30/09
Second Quarter 2009* 26.91 %
Year-to-Date 2009* 17.62
One-Year -34.12
Three-Year -6.77
Five-Year 3.09
10-Year 8.61
Since Inception (11/1/96) 8.93
* Not annualizedCALENDAR YEAR NAV TOTAL RETURNS
Royce & Associates assumed investment management responsibility for the Fund on
11/1/96.
Year FUND Year FUND
2008 -42.7 % 2002 -12.5 %
2007 12.2 2001 10.0
2006 16.3 2000 20.9
2005 13.3 1999 8.7
2004 29.2 1998 -6.8
2003 54.3 1997 20.5
TOP 10 POSITIONS
% of Net Assets Applicable
to Common Stockholders
Kennedy-Wilson Conv. 6.7 %
Reliance Steel & Aluminum 3.6
Sims Metal Management ADR 3.1
Knight Capital Group Cl. A 2.8
Ensign Energy Services 2.7
Silver Standard Resources 2.6
Unit Corporation 2.6
Microsoft Corporation 2.2
GrafTech International 2.1
Sanderson Farms 2.1
PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable
to Common Stockholders
Natural Resources 29.2 %
Industrial Products 24.9
Consumer Products 11.3
Technology 8.1
Financial Services 7.3
Industrial Services 4.5
Financial Intermediaries 3.8
Health 3.0
Diversified Investment Companies 1.9
Consumer Services 1.3
Miscellaneous 0.7
Preferred Stock 6.7
Cash and Cash Equivalents 20.4
Royce Focus Trust
Managers Discussion
After taking it on the chin in 2008, at least in the years second half, we were very pleased to see Royce Focus Trust (FUND) get off the mat and battle back in the first half of 2009. For the year-to-date period ended 6/30/09, FUND gained 17.6% on a net asset value (NAV) basis and 15.7% on a market price basis, in both cases substantially ahead of the 2.6% return during the same period for its unleveraged small-cap benchmark, the Russell 2000. Particularly gratifying was the Funds strong relative performance when stock prices were falling, though we were also cheered by its full participation in the rally that began early in March. During the bearish first quarter, the Fund lost 7.3% on an NAV basis and only 1.7% on a market price basis, while the Russell 2000 fell 15.0%. When the second quarter began, share prices had already begun to recover. FUND gained 26.9% on an NAV basis and 17.7% on a market price basis during this more bullish quarter compared to a gain of 20.7% for the small-cap index (the Funds market price return having been dampened somewhat by the suspension of the Funds quarterly distribution).
The Funds NAV performance has been better than its market price results through the current quite bearish market cycle, though both showed improvement at the end of the first half. From the small-cap peak on 7/13/07 through 6/30/09, FUND fell 37.6% on an NAV basis and was down 41.3% on a market price basis versus a decline of 38.8% for the Russell 2000. The recent rallyas well as strong relative results in the first quarterwas a factor. From the recent small-cap low on 3/9/09 through 6/30/09, FUND rose 49.5% on an NAV basis and 52.5% based on market price, while the Russell 2000 gained 48.9%.Longer-term and calendar-based results were solid as well, though the severity of the bear market means that returns look better the further out in time one goes. From the previous small-cap market peak on 3/9/00 through 6/30/09, FUND gained 127.2% on an NAV basis and was up 158.1% on a market price basis while the Russell 2000 was down 5.2% for the same period. The Fund was also ahead of its benchmark on both an NAV and market price basis for the three-, five-, 10-year and since inception of our management (11/1/96) periods ended 6/30/09. FUNDs NAV average annual total return since inception was 8.9%.GOOD IDEAS THAT WORKED
Top Contributors to Performance*
Year-to-Date Through 6/30/09Reliance Steel & Aluminum 1.96 %
Sims Metal Management ADR 1.63
Ivanhoe Mines 1.17
Sigma Designs 1.01
CF Industries Holdings 1.00
*Includes dividendsAll but two of the Funds sectors finished the first half in the black, with Natural Resources, Industrial Products and Consumer Products making the largest positive contributions to performance. The first of these three areas saw strong gains from holdings in the precious metals and mining group. These holdings profited from stable or rising commodity pricesImportant 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 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 normally invests primarily in small-cap companies, which may involve considerably more risk than investing in a more diversified portfolio of larger-cap companies.
16 | 2009 Semiannual Report to Stockholders
Performance and Portfolio Review
and a decline in mining costs. Improved commodity prices also had the apparent effect of making financing easier to obtain, which in turn seemed to help stock prices. Ivanhoe Mines was the leader in this group, followed by solid results from Gammon Gold, Allied Nevada Gold and Silver Standard Resources.
The portfolios leading industry was the metal fabrication and distribution group in the Industrial Products sector. Two of the Funds top-ten holdings dominated this groups performance. Reliance Steel & Aluminum, a processor and distributor of metal products, had falling profits, but its earnings remained positive, which was sufficient to attract investors. The core business of Sims Metal Management, the worlds largest scrap metal recycler, gradually started to stabilize after an uptick in prices materialized from a stimulus-driven increase in demand from China, other Asian countries and Turkey. Sims also began to see a modest pick-up in orders from U.S. mills as destocking ran its course. Each stocks success was mostly attributable to investors looking to metals-related stocks in anticipation of an industrial recovery in the second half of 2009. While these two companies experienced no significant improvement in fundamentals, modest growth or even not getting worse translated into good for many investors during the rally.
Sigma Designs makes semiconductors for use in various media, including specialized chips used in video image compression that creates high definition. Its earnings have remained positive and more recently were growing, and its other fundamentals remain strong. We reducedour stake in February and March. During January and February, we sold some shares of Endo Pharmaceuticals Holdings. We were not quite certain about how it will handle the transition away from its core pain management products into new areas. The strong but suffering business of welding and cutting products maker (and long-time holding) Lincoln Electric Holdings inspired more confidence for the long run. We think that its stock could flourish in an economic recovery that would include a resumption in global infrastructure construction.GOOD IDEAS AT THE TIME
Top Detractors from Performance*
Year-to-Date Through 6/30/09Endo Pharmaceuticals Holdings -1.00 %
Lincoln Electric Holdings -0.77
Pason Systems -0.74
Simpson Manufacturing -0.63
Kennedy-Wilson Conv. -0.59
*Net of dividends1Royce & Associates assumed investment management responsibility for the Fund on 11/1/96.2Reflects the cumulative total return experience of a continuous common stockholder who reinvested all distributions as indicated and fully participated in the primary subscription of the 2005 rights offering.3Reflects the actual market price of one share as it traded on Nasdaq.FUND INFORMATION AND
PORTFOLIO DIAGNOSTICS
Average Market Capitalization* $1,492 million
Weighted Average P/E Ratio** 11.5x
Weighted Average P/B Ratio 1.7x
Weighted Average Portfolio Yield 1.6%
Fund Total Net Assets $133 million
Net Leverage 3%
Turnover Rate 24%
SymbolMarket Price
FUNDNAV
XFUNX
*Geometrically calculated**The Funds P/E ratio calculation excludes companies with zero or negative earnings (22% of portfolio holdings as of 6/30/09).Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets, excluding preferred stock.CAPITAL STRUCTURE
Publicly Traded Securities Outstanding
at 6/30/09 at NAV or Liquidation Value
19.8 million shares of Common Stock $108 million
6.00% Cumulative Preferred Stock $25 million
DOWN MARKET PERFORMANCE COMPARISON
All Down Periods of 7.5%
or Greater, in Percentages(%)
2009 Semiannual Report to Stockholders | 17
History Since Inception
The following table details the share accumulations by an initial investor in the Funds who reinvested all distributions (including fractional shares) 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.Amount Purchase NAV Market History Invested Price* Shares Value** Value** 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 $1.72 12.307 1,294 95,415 85,435 2009 Year-to-date distribution total $0.32 6.070 5376/30/09 $ 21,922 10,720 $ 106,664 $ 90,155Royce 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 $1.19 8.237 578 28,205 24,807 2009 Year-to-date distribution total $0.22 4.260 2286/30/09 $ 8,900 4,642 $ 33,469 $ 27,898Royce Focus Trust 10/31/96 Initial Purchase $ 4,375 $ 4.375 1,000 $ 5,280 $ 4,375 12/31/96 5,520 4,594 12/5/97 Distribution $0.53 5.250 101 6,650 5,574 12/31/98 6,199 5,367 12/6/99 Distribution $0.145 4.750 34 6,742 5,356 12/6/00 Distribution $0.34 5.563 69 8,151 6,848 12/6/01 Distribution $0.14 6.010 28 8,969 8,193 12/6/02 Distribution $0.09 5.640 19 7,844 6,956 12/8/03 Distribution $0.62 8.250 94 12,105 11,406 2004 Annual distribution total $1.74 9.325 259 15,639 16,794 5/6/05 Rights offering 2,669 8.340 320 2005 Annual distribution total $1.21 9.470 249 21,208 20,709 2006 Annual distribution total $1.57 9.860 357 24,668 27,020 2007 Annual distribution total $2.01 9.159 573 27,679 27,834 2008 Annual distribution total $0.47 6.535 228 15,856 15,323 2009 Year-to-date distribution total $0.09 3.830 786/30/09 $ 7,044 3,409 $ 18,647 $ 17,727
* Beginning with the 1997 (RVT), 2002 (RMT) and 2004 (FUND) distributions, the purchase price of distributions is a weighted average of the distribution reinvestment prices for the year. ** Other than for initial purchase and June 30, 2009, values are stated as of December 31 of the year indicated, after reinvestment of distributions.18 | 2009 Semiannual Report to Stockholders
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. A registered stockholder also has the option to receive the distribution in the form of a stock certificate or in cash if Computershare is properly notified.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 your 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 Fund shares with Computershare for safekeeping. The Funds investment adviser is absorbing all commissions on optional cash purchases under the Plans through December 31, 2009.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 other stock certificates held by them to Computershare to be held in non-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 fee plus brokerage commissions from the sale transaction. 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 43010, Providence, RI 02940-3010, telephone (800) 426-5523.2009 Semiannual Report to Stockholders | 19
Royce Value Trust
Schedule of Investments
SHARES VALUE COMMON STOCKS 116.2% Consumer Products 7.0% Apparel, Shoes and Accessories - 1.8%Anta Sports Products
230,000 $ 284,486Burberry Group
350,000 2,443,088Columbia Sportswear
42,600 1,317,192Daphne International Holdings
433,800 226,391K-Swiss Cl. A a
160,000 1,360,000Lazare Kaplan International a
95,437 244,319Polo Ralph Lauren
4,000 214,160Stella International Holdings
152,700 246,145Timberland Company (The) Cl. A a
17,500 232,225Van De Velde
28,000 1,022,965Volcom a,b
87,800 1,097,500Warnaco Group (The) a
28,500 923,400Weyco Group
97,992 2,262,635Xinyu Hengdeli Holdings
155,000 45,713Yue Yuen Industrial Holdings
17,000 38,089
11,958,308
Collectibles - 0.1%Russ Berrie & Company a
96,600 377,706
Consumer Electronics - 0.7%Dolby Laboratories Cl. A a
80,000 2,982,400DTS a,b
64,100 1,735,187
4,717,587
Food/Beverage/Tobacco - 0.9%Asian Citrus Holdings
29,200 99,735B&G Foods (Units)
21,000 304,710B&G Foods Cl. A
5,000 42,050Hershey Creamery
709 1,205,300Seneca Foods Cl. A a,b
80,000 2,673,600Seneca Foods Cl. B a
13,251 443,246Tootsie Roll Industries
52,000 1,179,880
5,948,521
Health, Beauty and Nutrition - 0.0%Natural Beauty Bio-Technology
325,000 53,974
Home Furnishing and Appliances - 1.9%American Woodmark
123,335 2,953,873Ekornes
100,000 1,332,290Ethan Allen Interiors
85,800 888,888Hunter Douglas
36,000 1,471,439Kimball International Cl. B
286,180 1,785,763Mohawk Industries a,b
102,200 3,646,496Samson Holding
500,000 78,318Universal Electronics a
10,000 201,700
12,358,767
Sports and Recreation - 1.6%Beneteau
125,000 1,360,741Coachmen Industries a,b
47,700 62,487RC2 Corporation a
132,600 1,754,298Sturm, Ruger & Company
272,900 3,394,876Thor Industries
110,900 2,037,233 SHARES VALUE Consumer Products (continued) Sports and Recreation (continued)Winnebago Industries a
247,500 $ 1,838,925
10,448,560
Total (Cost $46,842,349) 45,863,423
Consumer Services 4.3%Direct Marketing - 0.5%
Manutan International
20,500 1,021,225School Specialty a,b
11,000 222,310Takkt
153,000 1,631,097
2,874,632
Media and Broadcasting - 0.1%Discovery Communications Cl. B a,b
18,300 370,941Discovery Communications Cl. C a,b
18,300 375,699
746,640
Restaurants and Lodgings - 0.5%Benihana a,b
3,300 22,473Cafe de Coral Holdings
6,000 11,958CEC Entertainment a,b
64,100 1,889,668Steak n Shake a
82,000 716,680Tim Hortons
20,000 490,800
3,131,579
Retail Stores - 3.2%Bed Bath & Beyond a,b
7,200 221,400Buckle (The)
3,500 111,195Bulgari
100,000 539,018CarMax a,b
160,000 2,352,000Charming Shoppes a
762,800 2,837,616China Nepstar Chain Drugstore ADR
20,000 114,000Dress Barn (The) a
248,280 3,550,404Lewis Group
260,000 1,629,234Mens Wearhouse (The)
51,700 991,606Pier 1 Imports a
626,200 1,246,138Stein Mart a,b
182,800 1,619,608Tiffany & Co.
208,700 5,292,632West Marine a
131,100 722,361
21,227,212
Other Consumer Services - 0.0%Universal Travel Group a,b
1,100 12,309
Total (Cost $32,482,782) 27,992,372
Diversified Investment Companies 0.5% Closed-End Funds - 0.5%Central Fund of Canada Cl. A
211,500 2,483,010KKR Private Equity Investors L.P. a
105,000 634,527
Total (Cost $4,094,944) 3,117,537
Financial Intermediaries 12.7% Banking - 4.1%Ameriana Bancorp
40,000 169,600Banca Finnat Euramerica
720,000 526,403Banca Generali
86,000 718,065Bank of N.T. Butterfield & Son
456,676 2,374,715Bank Sarasin & Cie Cl. B a
34,860 1,084,492
20 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
June 30, 2009 (unaudited)
SHARES VALUE Financial Intermediaries (continued) Banking (continued)Banque Privee Edmond de Rothschild
23 $ 646,078BCB Holdings a
598,676 1,231,527Cadence Financial
40,300 89,869Center Bancorp
40,000 326,000Centrue Financial
82,200 364,146CFS Bancorp
75,000 317,250Chuo Mitsui Trust Holdings
118,000 447,810CNB Financial
11,116 157,514Commercial National Financial
54,900 811,422Farmers & Merchants Bank of Long Beach 1,200 4,260,000
Fauquier Bankshares
160,800 2,092,008Hawthorn Bancshares
46,176 457,142HopFed Bancorp
104,500 1,016,785Jefferson Bancshares
32,226 175,632Kearny Financial
50,862 581,861Mauritius Commercial Bank
40,000 156,765Mechanics Bank
200 2,220,000Old Point Financial
25,000 462,500Peapack-Gladstone Financial
10,000 192,900State Bank of Mauritius 46,000 100,156
Timberland Bancorp c 469,200 1,923,720
Vontobel Holding 20,400 546,402
Whitney Holding 41,500 380,140
Wilber Corporation (The) 113,743 1,262,547
Wilmington Trust 143,500 1,960,210
27,053,659
Insurance - 6.0%Alleghany Corporation a 23,096 6,259,016
Argo Group International Holdings a,b 64,751 1,827,273
Aspen Insurance Holdings 64,000 1,429,760
CNA Financial a,b 40,000 618,800
CNA Surety a 100,600 1,357,094
E-L Financial 4,000 1,279,285
Enstar Group a 26,000 1,530,100
Erie Indemnity Cl. A 114,500 4,094,520
First American 20,000 518,200
Hilltop Holdings a 415,400 4,930,798
Independence Holding 317,658 2,020,305
IPC Holdings 7,000 191,380
Leucadia National a 44,940 947,785
Markel Corporation a,b 6,200 1,746,540
Ming An Holdings a 300,000 57,807
Montpelier Re Holdings 62,000 823,980
NYMAGIC 202,200 2,806,536
Old Republic International 20,000 197,000
ProAssurance Corporation a 12,000 554,520
RLI 90,724 4,064,435
Zenith National Insurance 97,000 2,108,780
39,363,914
Real Estate Investment Trusts - 0.1%Gladstone Commercial 30,000 388,800
Securities Brokers - 2.3%Broadpoint Gleacher Securities a,b 93,000 518,940 SHARES VALUE Financial Intermediaries (continued) Securities Brokers (continued)
Close Brothers Group 43,000 $ 466,429
D. Carnegie & Co. a,d 14,000 0
Daewoo Securities 5,000 74,066
DundeeWealth 33,300 246,211
Egyptian Financial Group-Hermes Holding GDR
57,900 457,410FBR Capital Markets a,b 145,800 685,260
HQ 40,000 539,268
Investcorp Bank GDR 27,000 135,000
KBW a,b 70,058 2,014,868
Kim Eng Holdings 220,000 281,605
Lazard Cl. A 143,300 3,857,636
Mirae Asset Securities 38,850 2,104,490
Mizuho Securities 492,300 1,530,379
Oppenheimer Holdings Cl. A 30,000 635,100
optionsXpress Holdings b 53,000 823,090
Phatra Securities 775,000 378,003
UOB-Kay Hian Holdings 190,000 174,991
Woori Investment & Securities 11,000 128,654
15,051,400
Securities Exchanges - 0.0%Hellenic Exchanges 5,500 61,336
Singapore Exchange 27,000 131,909
193,245
Other Financial Intermediaries - 0.2%KKR Financial Holdings a 481,404 447,706
NASDAQ OMX Group a 30,000 639,300
1,087,006
Total (Cost $113,390,197) 83,138,024
Financial Services 14.4% Diversified Financial Services - 0.9%Encore Capital Group a,b 88,000 1,166,000
Franco-Nevada Corporation 10,000 240,382
Ocwen Financial a,b 123,600 1,603,092
Osaka Securities Exchange 19 90,537
World Acceptance a,b 133,700 2,661,967
5,761,978
Information and Processing - 2.4%Broadridge Financial Solutions 35,000 580,300
Interactive Data 112,300 2,598,622
MoneyGram International a 558,500 994,130
Morningstar a 119,800 4,939,354
MSCI Cl. A a,b 57,100 1,395,524
SEI Investments 304,300 5,489,572
15,997,502
Insurance Brokers - 1.2%Brown & Brown 224,900 4,482,257
Crawford & Company Cl. A a 109,200 398,580
Crawford & Company Cl. B a,b 162,300 779,040
Gallagher (Arthur J.) & Co. 111,200 2,373,008
8,032,885
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 21
Royce Value Trust
Schedule of Investments
SHARES VALUE Financial Services (continued) Investment Management - 8.8%A.F.P. Provida ADR a 22,100 $ 571,948
ABG Sundal Collier Holding 115,000 125,426
Affiliated Managers Group a 42,800 2,490,532
AllianceBernstein Holding L.P. 325,600 6,541,304
AP Alternative Assets L.P. a 233,200 569,834
Ashmore Group 170,000 529,350
Azimut Holding 76,700 727,158
BKF Capital Group 130,000 123,500
BT Investment Management 207,000 348,648
CapMan Cl. B a 21,900 30,834
Coronation Fund Managers 526,000 416,893
Deutsche Beteiligungs 103,605 1,773,201
Eaton Vance 125,300 3,351,775
Endeavour Financial b 150,000 180,544
Equity Trustees 33,202 381,247
Evercore Partners Cl. A 244,600 4,803,944
F&C Asset Management 60,000 68,999
Federated Investors Cl. B 195,000 4,697,550
Fiducian Portfolio Services 227,000 233,940
GAMCO Investors Cl. A 122,875 5,959,437
GIMV 27,000 1,347,724
GP Investments BDR a 15,000 59,633
Investec 124,700 673,020
JAFCO 37,300 1,243,649
Janus Capital Group 40,000 456,000
MVC Capital 424,200 3,588,732
Onex Corporation 50,000 859,734
Partners Group Holding 19,400 1,885,171
Perpetual 12,700 290,810
Platinum Asset Management 168,000 548,081
RAB Capital 426,000 161,442
Rathbone Brothers 35,400 477,729
RHJ International a 177,500 1,135,033
Schroders 168,890 2,286,181
SHUAA Capital a 485,000 226,573
SPARX Group a 7,220 1,480,912
Sprott 269,600 706,942
Tasmanian Perpetual Trustees 152,000 330,700
Teton Advisors a,d 1,867 4,238
Treasury Group 51,500 169,650
Trust Company 97,283 410,800
Value Partners Group a 953,100 415,948
VZ Holding 13,500 624,694
Waddell & Reed Financial Cl. A 168,500 4,443,345
57,752,805
Special Purpose Acquisition Corporation - 0.6%Alternative Asset Management Acquisition (Units) a 250,000 2,450,000
Prospect Acquisition (Units) a 150,000 1,459,500
3,909,500
Specialty Finance - 0.5%Credit Acceptance a,b 144,601 3,159,532
Total (Cost $122,385,128) 94,614,202
SHARES VALUE Health 6.2% Commercial Services - 0.7%PAREXEL International a 332,400 $ 4,779,912
Drugs and Biotech - 0.8%American Oriental Bioengineering a,b 15,700 83,053
China Shineway Pharmaceutical Group 45,000 45,801
Endo Pharmaceuticals Holdings a 158,300 2,836,736
Pharmacyclics a 383,000 513,220
Simcere Pharmaceutical Group ADR a 20,700 180,297
Sinovac Biotech a 33,000 130,350
Sunesis Pharmaceuticals a 552,000 216,881
Virbac 14,000 1,128,632
WuXi PharmaTech Cayman ADR a,b 14,800 139,712
5,274,682
Health Services - 1.8%Advisory Board (The) a,b 120,000 3,084,000
Albany Molecular Research a 85,000 713,150
Bangkok Chain Hospital 20,000 4,748
Chem Rx (Units) a 280,000 28,000
Cross Country Healthcare a 30,000 206,100
eResearch Technology a 117,624 730,445
HMS Holdings a,b 50,000 2,036,000
ICON ADR a 105,400 2,274,532
On Assignment a,b 375,400 1,467,814
Res-Care a 65,460 936,078
WellCare Health Plans a,b 5,000 92,450
11,573,317
Medical Products and Devices - 2.9%Affymetrix a 10,000 59,300
Allied Healthcare Products a 180,512 776,202
Atrion Corporation 15,750 2,111,917
Carl Zeiss Meditec 110,000 1,543,058
CONMED Corporation a 81,500 1,264,880
Edwards Lifesciences a 2,200 149,666
Fielmann 25,000 1,652,890
Golden Meditech a 200,000 35,399
IDEXX Laboratories a,b 119,600 5,525,520
STERIS Corporation 98,600 2,571,488
Straumann Holding 6,700 1,222,565
Urologix a,b 445,500 552,420
Young Innovations 62,550 1,362,965
Zoll Medical a 400 7,736
18,836,006
Personal Care - 0.0%Chattem a,b 3,000 204,300
Total (Cost $33,501,982) 40,668,217
Industrial Products 20.1% Automotive - 1.6%Dongfeng Motor Group 90,000 76,148
Gentex Corporation 47,500 551,000
Great Wall Motor 136,000 107,643
LKQ Corporation a 310,000 5,099,500
Minth Group 186,600 154,869
Nokian Renkaat 82,000 1,546,090
Norstar Founders Group a,d 524,000 24,679
22 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
June 30, 2009 (unaudited)
SHARES VALUE Industrial Products (continued) Automotive (continued)SORL Auto Parts a,b 26,423 $ 100,936
Superior Industries International 40,000 564,000
WABCO Holdings 103,800 1,837,260
Wonder Auto Technology a,b 9,600 97,248
Xinyi Glass Holdings 260,000 223,682
10,383,055
Building Systems and Components - 1.9%Armstrong World Industries a 81,000 1,335,690
Decker Manufacturing 6,022 78,888
NCI Building Systems a,b 13,900 36,696
Preformed Line Products 91,600 4,035,896
Simpson Manufacturing 306,900 6,635,178
Somfy 3,000 524,319
12,646,667
Construction Materials - 1.7%Ash Grove Cement Cl. B 50,518 9,345,830
Owens Corning a,b 25,000 319,500
Pretoria Portland Cement 287,240 1,082,340
USG Corporation a,b 50,000 503,500
11,251,170
Industrial Components - 2.5%BYD Company a 7,000 28,313
CLARCOR 92,500 2,700,075
Donaldson Company 92,800 3,214,592
GrafTech International a 273,490 3,093,172
II-VI a 13,500 299,295
Mueller Water Products Cl. A 72,500 271,150
PerkinElmer 185,800 3,232,920
Powell Industries a 92,400 3,425,268
16,264,785
Machinery - 4.0%Astec Industries a 52,300 1,552,787
Baldor Electric 62,900 1,496,391
Burckhardt Compression Holding 12,000 1,554,827
Burnham Holdings Cl. B 36,000 316,800
Columbus McKinnon a 75,500 955,075
Franklin Electric 104,600 2,711,232
Hardinge 26,193 111,320
HLS Systems International a 51,755 300,179
Jinpan International 10,515 301,150
Lincoln Electric Holdings 104,180 3,754,647
Lonking Holdings 60,000 29,527
Manitou BF a 102,200 1,219,646
Nordson Corporation 137,200 5,304,152
Shanghai Prime Machinery 450,000 82,497
Spirax-Sarco Engineering 121,000 1,684,342
Takatori Corporation a 40,000 107,693
Wasion Group Holdings 50,000 37,347
Williams Controls a 37,499 234,744
Woodward Governor 231,600 4,585,680
26,340,036
Metal Fabrication and Distribution - 2.8%Central Steel & Wire 6,062 3,940,300 SHARES VALUE Industrial Products (continued) Metal Fabrication and Distribution (continued)
Commercial Metals 36,600 $ 586,698
CompX International Cl. A 185,300 1,150,713
Fushi Copperweld a,b 12,645 104,574
NN a 197,100 331,128
RBC Bearings a 55,000 1,124,750
Reliance Steel & Aluminum 74,820 2,872,340
Schnitzer Steel Industries Cl. A 100,000 5,286,000
Sims Metal Management ADR 155,075 3,197,646
18,594,149
Miscellaneous Manufacturing - 2.7%Barnes Group 20,000 237,800
Brady Corporation Cl. A 138,400 3,476,608
China Automation Group 480,500 186,101
Matthews International Cl. A 37,000 1,151,440
Mettler-Toledo International a 33,500 2,584,525
PMFG a 383,200 3,375,992
Rational 14,000 1,615,006
Raven Industries 86,200 2,206,720
Semperit AG Holding 44,500 1,189,925
Synalloy Corporation 198,800 1,650,040
17,674,157
Paper and Packaging - 0.3%Greif Cl. A 3,600 159,192
Mayr-Melnhof Karton 23,000 1,940,050
2,099,242
Pumps, Valves and Bearings - 1.1%Graco 119,625 2,634,143
IDEX Corporation 86,500 2,125,305
Pfeiffer Vacuum Technology 34,595 2,538,195
7,297,643
Specialty Chemicals and Materials - 1.2%Cabot Corporation 121,000 1,522,180
China Sky Chemical Fibre a 255,000 27,823
Hawkins 206,878 4,671,305
Kingboard Chemical Holdings 72,900 181,958
Migao Corporation a 6,600 43,691
Victrex 147,000 1,367,133
7,814,090
Textiles - 0.1%Pacific Textile Holdings 720,000 199,132
Unifi a 121,000 171,820
370,952
Other Industrial Products - 0.2%China Fire & Security Group a,b 6,300 76,671
Harbin Electric a,b 9,000 140,760
Vacon 33,500 1,116,594
1,334,025
Total (Cost $98,785,756) 132,069,971
Industrial Services 16.8% Advertising and Publishing - 0.4%Airmedia Group ADR a 16,700 107,548
Lamar Advertising Cl. A a 51,000 778,770
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 23
Royce Value Trust
Schedule of Investments
SHARES VALUE Industrial Services (continued) Advertising and Publishing (continued)SinoMedia Holding 350,000 $ 81,622
Sun-Times Media Group Cl. A a,b 180,000 1,080
ValueClick a 145,000 1,525,400
Voyager Learning a 150,000 517,500
3,011,920
Commercial Services - 9.2%Animal Health International a,b 19,000 29,450
ChinaCast Education a,b 11,900 84,728
Convergys Corporation a,b 121,000 1,122,880
Copart a 131,100 4,545,237
Corinthian Colleges a,b 189,400 3,206,542
CRA International a 54,587 1,515,335
Diamond Management & Technology Consultants
80,400 337,680Epure International 50,000 15,421
Forrester Research a 40,300 989,365
Gartner a 213,000 3,250,380
Global Sources a,b 12,536 90,385
Hackett Group a,b 655,000 1,526,150
Hewitt Associates Cl. A a 140,720 4,190,642
ITT Educational Services a 21,000 2,113,860
Landauer 83,900 5,146,426
Manpower 62,600 2,650,484
ManTech International Cl. A a 35,400 1,523,616
MAXIMUS 124,900 5,152,125
Michael Page International 365,000 1,439,735
Monster Worldwide a,b 47,800 564,518
MPS Group a 564,600 4,313,544
Ritchie Bros. Auctioneers 375,200 8,798,440
Robert Half International 70,000 1,653,400
Sothebys 371,600 5,243,276
Spherion Corporation a,b 62,800 258,736
TeleTech Holdings a 10,000 151,500
Watson Wyatt Worldwide Cl. A 20,500 769,365
60,683,220
Engineering and Construction - 1.4%Desarrolladora Homex ADR a,b 14,100 393,249
Integrated Electrical Services a,b 355,400 2,775,674
KBR 180,000 3,319,200
NVR a,b 5,000 2,511,950
9,000,073
Food, Tobacco and Agriculture - 0.6%Agria Corporation ADR a,b 25,000 52,250
Alico 27,000 810,540
Chaoda Modern Agriculture 235,872 139,755
China Green (Holdings) 289,700 303,990
China Milk Products Group 105,000 28,946
Genting Plantations 50,000 78,065
Hanfeng Evergreen a 13,500 68,594
Intrepid Potash a 57,427 1,612,550
MGP Ingredients a 127,400 364,364
Nutreco Holding 58 2,263
Origin Agritech a,b 97,500 452,400
Want Want China Holdings 60,000 33,578 SHARES VALUE Industrial Services (continued) Food, Tobacco and Agriculture (continued)
Zhongpin a,b 4,800 $ 49,728
3,997,023
Industrial Distribution - 0.8%Lawson Products 161,431 2,293,934
MSC Industrial Direct Cl. A 80,600 2,859,688
5,153,622
Transportation and Logistics - 4.4%Alexander & Baldwin 60,000 1,406,400
C. H. Robinson Worldwide 56,000 2,920,400
Expeditors International of Washington 6,000 200,040
Forward Air 269,750 5,751,070
Frozen Food Express Industries 286,635 911,499
Hub Group Cl. A a 174,400 3,599,616
Landstar System 133,200 4,783,212
Pacific Basin Shipping a 10,000 6,308
Patriot Transportation Holding a 70,986 5,177,009
Universal Truckload Services 120,100 1,879,565
UTI Worldwide a 175,000 1,995,000
28,630,119
Total (Cost $93,168,736) 110,475,977
Natural Resources 8.4% Energy Services - 4.3%Cal Dive International a 50,000 431,500
CARBO Ceramics 109,700 3,751,740
Core Laboratories 10,000 871,500
Ensign Energy Services 225,100 3,289,946
Exterran Holdings a 103,600 1,661,744
Helmerich & Payne 66,200 2,043,594
ION Geophysical a,b 464,500 1,193,765
Jutal Offshore Oil Services a 120,000 12,787
Major Drilling Group International 121,200 1,902,688
Pason Systems 163,000 1,313,081
RPC 25,000 208,750
SEACOR Holdings a 101,300 7,621,812
TETRA Technologies a,b 68,000 541,280
Trican Well Service 99,900 860,592
Unit Corporation a 50,000 1,378,500
Willbros Group a,b 103,800 1,298,538
Yingli Green Energy Holding ADR a,b 800 10,840
28,392,657
Oil and Gas - 0.7%Bill Barrett a 50,000 1,373,000
Cimarex Energy 95,490 2,706,187
CNPC Hong Kong 110,000 92,130
Penn Virginia 22,880 374,546
PetroCorp a,d 61,400 0
4,545,863
Precious Metals and Mining - 1.9%Etruscan Resources a 745,900 128,255
Gammon Gold a 198,300 1,322,661
Golden Star Resources a,b 350,000 717,500
Harry Winston Diamond 10,000 59,600
24 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
June 30, 2009 (unaudited)
SHARES VALUE Natural Resources (continued) Precious Metals and Mining (continued)Hecla Mining a,b 528,600 $ 1,416,648
IAMGOLD Corporation 235,620 2,384,474
Kimber Resources a,b 560,000 274,400
New Gold a,b 640,000 1,708,800
Northam Platinum 463,000 1,805,285
Northgate Minerals a 140,000 299,600
NovaGold Resources a,b 70,000 299,600
Pan American Silver a 41,000 751,530
Royal Gold 34,400 1,434,480
Yanzhou Coal Mining ADR 8,000 110,080
Zhaojin Mining Industry 15,000 24,281
12,737,194
Real Estate - 1.5%Consolidated-Tomoka Land 13,564 475,825
PICO Holdings a 75,200 2,158,240
St. Joe Company (The) a,b 174,100 4,611,909
Tejon Ranch a,b 89,000 2,357,610
9,603,584
Other Natural Resources - 0.0%Hidili Industry International
Development a 200,000 158,205
Jiangxi Copper 47,000 76,479
234,684
Total (Cost $55,187,192) 55,513,982
Technology 21.1% Aerospace and Defense - 1.3%AerCap Holdings a 45,000 324,900
Ducommun 117,200 2,202,188
HEICO Corporation 119,700 4,340,322
HEICO Corporation Cl. A 48,200 1,410,332
Hexcel Corporation a 47,500 452,675
8,730,417
Components and Systems - 5.6%AAC Acoustic Technologies Holdings 180,700 143,406
Analogic Corporation 40,135 1,482,988
Belden 57,800 965,260
Benchmark Electronics a 165,200 2,378,880
Checkpoint Systems a 56,060 879,582
China Digital TV Holding Company ADR 5,000 43,700
China Security & Surveillance Technology a,b 6,000 45,240
Diebold 73,600 1,940,096
Dionex Corporation a 81,000 4,943,430
Electronics for Imaging a,b 25,000 266,500
Energy Conversion Devices a,b 84,500 1,195,675
Intermec a 23,000 296,700
Newport Corporation a 537,200 3,110,388
Perceptron a 357,700 1,230,488
Plexus Corporation a 264,700 5,415,762
Richardson Electronics 520,712 1,702,728
Technitrol 261,200 1,689,964
Teradata Corporation a 82,500 1,932,975
Vaisala Cl. A 96,000 3,394,146 SHARES VALUE Technology (continued) Components and Systems (continued)
Vishay Intertechnology a 186,000 $ 1,262,940
VTech Holdings 42,500 291,308
Zebra Technologies Cl. A a 83,025 1,964,372
36,576,528
Distribution - 0.9%Agilysys 165,125 772,785
Anixter International a 61,795 2,322,874
China 3C Group a 6,600 4,884
Tech Data a 86,500 2,829,415
5,929,958
Internet Software and Services - 0.2%DealerTrack Holdings a,b 45,000 765,000
NetEase.com ADR a,b 3,500 123,130
NHN Corporation a 300 41,452
Perficient a 10,000 69,900
RealNetworks a 245,400 733,746
1,733,228
IT Services - 2.8%Alten a 70,000 1,171,700
AsiaInfo Holdings a 11,680 201,013
Black Box 42,300 1,415,781
DST Systems a,b 5,000 184,750
Metavante Technologies a,b 20,000 517,200
Sapient Corporation a 806,602 5,073,527
SRA International Cl. A a 190,800 3,350,448
Syntel 152,679 4,800,228
Total System Services 106,000 1,419,340
Yucheng Technologies a,b 15,400 131,362
18,265,349
Semiconductors and Equipment - 4.0%Analog Devices 30,000 743,400
ASM Pacific Technology 21,400 110,111
BE Semiconductor Industries a,b 58,000 162,400
Brooks Automation a 5,152 23,081
Cognex Corporation 236,200 3,337,506
Coherent a,b 215,500 4,456,540
Diodes a,b 252,450 3,948,318
Exar Corporation a 157,576 1,132,971
Himax Technologies ADR 80,500 301,875
Image Sensing Systems a 8,310 77,283
International Rectifier a 120,000 1,777,200
Intevac a 57,450 500,390
Power Integrations 49,000 1,165,710
Rofin-Sinar Technologies a 274,700 5,496,747
Semitool a 50,000 231,000
TTM Technologies a 221,400 1,762,344
Varian a 2,000 78,860
Vimicro International ADR a 270,000 540,000
Virage Logic a,b 120,000 540,000
26,385,736
Software - 4.6%ACI Worldwide a 201,150 2,808,054
Advent Software a,b 162,900 5,341,491
ANSYS a,b 100,000 3,116,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 25
Royce Value Trust
June 30, 2009 (unaudited)
Schedule of Investments
SHARES VALUE Technology (continued) Software (continued)Aspen Technology a 42,100 $ 358,692
Avid Technology a 186,000 2,494,260
Blackbaud 36,890 573,640
Epicor Software a 79,900 423,470
Fair Isaac 59,500 919,870
JDA Software Group a 99,900 1,494,504
Majesco Entertainment a 36,255 70,697
MSC.Software a 146,900 978,354
National Instruments 82,900 1,870,224
Net 1 UEPS Technologies a,b 50,000 679,500
Pegasystems 16,200 427,356
PLATO Learning a 149,642 598,568
Rosetta Stone a,b 5,000 137,200
SPSS a 179,600 5,993,252
Sybase a 57,600 1,805,184
THQ a 20,000 143,200
30,233,516
Telecommunications - 1.7%Adaptec a 1,743,100 4,619,215
ADTRAN 65,000 1,395,550
Globecomm Systems a 233,700 1,680,303
LiveWire Mobile a 380,000 62,700
Sonus Networks a,b 454,000 730,940
Sycamore Networks a 221,000 691,730
Tandberg 92,500 1,561,586
Zhone Technologies a 1,120,000 358,400
11,100,424
Total (Cost $156,430,021) 138,955,156
Miscellaneouse 4.7% Total (Cost $26,802,244) 30,903,094
TOTAL COMMON STOCKS(Cost $783,071,331)
763,311,955
SHARES VALUE PREFERRED STOCKS 0.7%Duratex 182,400 $ 2,020,875
Seneca Foods Conv. a,d 85,000 2,556,630
TOTAL PREFERRED STOCKS(Cost $4,237,076) 4,577,505
REPURCHASE AGREEMENT 16.6%State Street Bank & Trust Company, 0.01% dated 6/30/09, due 7/1/09, maturity value $108,658,030 (collateralized by obligations of various U.S. Government Agencies, 4.375% due 3/17/10-3/31/10, valued at $111,379,100)
(Cost $108,658,000) 108,658,000
COLLATERAL RECEIVED FOR SECURITIES LOANED 5.3%Money Market Funds Federated Government Obligations Fund
(7 day yield-0.1864%)
(Cost $34,913,256) 34,913,256
TOTAL INVESTMENTS 138.8%(Cost $930,879,663)
911,460,716 LIABILITIES LESS CASH AND OTHER ASSETS (5.3)% (34,784,694 ) PREFERRED STOCK (33.5)% (220,000,000 )
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS 100.0% $ 656,676,022
New additions in 2009. a Non-income producing. b All or a portion of these securities were on loan at June 30, 2009. Total market value of loaned securities at June 30, 2009 was $33,354,410. c At June 30, 2009, 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. d Securities for which market quotations are not readily available represent 0.4% of net assets. These securities have been valued at their fair value under procedures established by the Funds Board of Directors. e Includes securities first acquired in 2009 and less than 1% of net assets applicable to Common Stockholders. Bold indicates the Funds 20 largest equity holdings in terms of June 30, 2009 market value. TAX INFORMATION: The cost of total investments for Federal income tax purposes was $932,691,425. At June 30, 2009, net unrealized depreciation for all securities was $(21,230,709), consisting of aggregate gross unrealized appreciation of $181,148,105 and aggregate gross unrealized depreciation of $202,378,814. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.
26 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Value Trust
June 30, 2009 (unaudited)
Statement of Assets and Liabilities
ASSETS: Investments at value (including collateral on loaned securities)*Non-Affiliated Companies (cost $816,483,347) $ 800,878,996
Affiliated Companies (cost $5,738,316) 1,923,720
Total investments at value 802,802,716 Repurchase agreements (at cost and value) 108,658,000 Cash and foreign currency 52,458 Receivable for investments sold 1,439,059 Receivable for dividends and interest 778,929 Prepaid expenses and other assets 222,914Total Assets
913,954,076LIABILITIES: Payable for collateral on loaned securities 34,913,256 Payable for investments purchased 1,831,288 Preferred dividends accrued but not yet declared 288,447 Accrued expenses 245,063Total Liabilities 37,278,054
PREFERRED STOCK: 5.90% Cumulative Preferred Stock - $0.001 par value, $25 liquidation value per share; 8,800,000 shares outstanding 220,000,000Total Preferred Stock
220,000,000NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS $ 656,676,022ANALYSIS OF NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: Common Stock paid-in capital - $0.001 par value per share; 66,023,310 shares outstanding (150,000,000 shares authorized) $ 804,410,997 Undistributed net investment income (loss) 8,762,588 Accumulated net realized gain (loss) on investments and foreign currency (109,698,453 ) Net unrealized appreciation (depreciation) on investments and foreign currency (19,420,227 ) Unallocated and accrued distributions (27,378,883 )Net Assets applicable to Common Stockholders (net asset value per share - $9.95) $ 656,676,022
*Investments at identified cost (including $34,913,256 of collateral on loaned securities) $ 822,221,663 Market value of loaned securities 33,354,410
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 27
Royce Value Trust
Six Months Ended June 30, 2009 (unaudited)
Statement of Operations
INVESTMENT INCOME: Income:Dividends*
Non-Affiliated Companies $ 5,620,120
Affiliated Companies 103,224
Interest 61,026
Securities lending 192,610
Total income 5,976,980Expenses:Stockholder reports 219,520
Custody and transfer agent fees 90,611
Administrative and office facilities expenses 64,148
Directors fees 52,547
Professional fees 42,915
Other expenses 75,879
Total expenses 545,620Net investment income (loss) 5,431,360REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain (loss):Investments in Non-Affiliated Companies (83,000,452 )
Investments in Affiliated Companies (2,488,607 )
Foreign currency transactions (4,955 ) Net change in unrealized appreciation (depreciation):
Investments and foreign currency translations 150,595,974
Other assets and liabilities denominated in foreign currency 2,304
Net realized and unrealized gain (loss) on investments and foreign currency 65,104,264NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM INVESTMENT OPERATIONS 70,535,624DISTRIBUTIONS TO PREFERRED STOCKHOLDERS (6,490,000 )NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS $ 64,045,624 * Net of foreign withholding tax of $268,250.
28 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Value Trust
Statement of Changes in Net Assets
Six months ended 6/30/09 Year ended (unaudited) 12/31/08 INVESTMENT OPERATIONS: Net investment income (loss) $ 5,431,360 $ 8,857,568 Net realized gain (loss) on investments and foreign currency (85,494,014 ) 41,802,074 Net change in unrealized appreciation (depreciation) on investments and foreign currency 150,598,278 (567,740,312 )Net increase (decrease) in net assets resulting from investment operations 70,535,624 (517,080,670 )DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (621,668 ) Net realized gain on investments and foreign currency (12,358,332 ) Unallocated distributions* (6,490,000 ) Total distributions to Preferred Stockholders (6,490,000 ) (12,980,000 )NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS 64,045,624 (530,060,670 )DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (3,638,680 ) Net realized gain on investments and foreign currency (72,334,389 ) Return of capital (29,418,267 ) Unallocated distributions* (20,600,434 ) Total distributions to Common Stockholders (20,600,434 ) (105,391,336 )CAPITAL SHARE TRANSACTIONS: Reinvestment of distributions to Common Stockholders 9,996,770 54,016,743Total capital stock transactions 9,996,770 54,016,743NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS 53,441,960 (581,435,263 )NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:Beginning of period 603,234,062 1,184,669,325
End of period (including undistributed net investment income (loss) of $8,762,588 at 6/30/09 and $3,331,228 at 12/31/08) $ 656,676,022 $ 603,234,062
* To be allocated to net investment income, net realized gains and/or return of capital at year end.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2008 Annual Report to Stockholders | 29
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.
Six months Years ended December 31, ended
June 30, 2009 (unaudited) 2008 2007 2006 2005 2004NET ASSET VALUE, BEGINNING OF PERIOD $ 9.37 $ 19.74 $ 20.62 $ 18.87 $ 18.95 $ 17.03INVESTMENT OPERATIONS:Net investment income (loss) 0.08 0.14 0.09 0.13 0.01 (0.08 )
Net realized and unrealized gain (loss) on investments and
foreign currency 0.94 (8.50 ) 1.13 3.63 1.75 3.81
Total investment operations 1.02 (8.36 ) 1.22 3.76 1.76 3.73
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:Net investment income (0.01 ) (0.01 ) (0.02 )
Net realized gain on investments and foreign currency (0.20 ) (0.21 ) (0.21 ) (0.24 ) (0.26 )
Unallocated distributions* (0.10 )
Total distributions to Preferred Stockholders (0.10 ) (0.21 ) (0.22 ) (0.23 ) (0.24 ) (0.26 )
NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMONSTOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS 0.92 (8.57 ) 1.00 3.53 1.52 3.47
DISTRIBUTIONS TO COMMON STOCKHOLDERS:Net investment income (0.06 ) (0.09 ) (0.14 )
Net realized gain on investments and foreign currency (1.18 ) (1.76 ) (1.64 ) (1.61 ) (1.55 )
Return of capital (0.48 )
Unallocated distributions* (0.32 )
Total distributions to Common Stockholders
(0.32 ) (1.72 ) (1.85 ) (1.78 ) (1.61 ) (1.55 )CAPITAL STOCK TRANSACTIONS:Effect of reinvestment of distributions by Common Stockholders (0.02 ) (0.08 ) (0.03 ) (0.00 ) 0.01 0.00
Total capital stock transactions (0.02 ) (0.08 ) (0.03 ) (0.00 ) 0.01 0.00
NET ASSET VALUE, END OF PERIOD $ 9.95 $ 9.37 $ 19.74 $ 20.62 $ 18.87 $ 18.95MARKET VALUE, END OF PERIOD $ 8.41 $ 8.39 $ 18.58 $ 22.21 $ 20.08 $ 20.44TOTAL RETURN (a): Market Value 5.52 %*** (48.27 )% (8.21 )% 20.96 % 6.95 % 29.60 % Net Asset Value 11.79 %*** (45.62 )% 5.04 % 19.50 % 8.41 % 21.42 % RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TOCOMMON STOCKHOLDERS: Total expenses (b,c) 0.19 %** 1.39 % 1.38 % 1.29 % 1.49 % 1.51 %
Management fee expense (d) 0.00 %** 1.27 % 1.29 % 1.20 % 1.37 % 1.39 %
Other operating expenses 0.19 %** 0.12 % 0.09 % 0.09 % 0.12 % 0.12 %
Net investment income (loss) 1.92 %** 0.94 % 0.43 % 0.62 % 0.03 % (0.50 )% SUPPLEMENTAL DATA: Net Assets Applicable to Common Stockholders,
End of Period (in thousands) $ 656,676 $ 603,234 $ 1,184,669 $ 1,180,428 $ 1,032,120 $ 993,304 Liquidation Value of Preferred Stock,
End of Period (in thousands) $ 220,000 $ 220,000 $ 220,000 $ 220,000 $ 220,000 $ 220,000 Portfolio Turnover Rate 11 % 25 % 26 % 21 % 31 % 30 % PREFERRED STOCK: Total shares outstanding 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 Asset coverage per share $ 99.62 $ 93.55 $ 159.62 $ 159.14 $ 142.29 $ 137.88 Liquidation preference per share $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 Average market value per share (e): $ 22.37 $ 22.51 $ 23.68 $ 23.95 $ 24.75 $ 24.50
(a) The 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 reported. 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. (b) Expense ratios based on total average net assets including liquidation value of Preferred Stock were 0.14%, 1.13%, 1.17%, 1.08%, 1.22% and 1.21% for the periods ended June 30, 2009 and December 31, 2008, 2007, 2006, 2005 and 2004, respectively. (c) Expense ratios based on average net assets applicable to Common Stockholders before waiver of fees and after earnings credits would have been 0.19%, 1.39%, 1.38%, 1.29%, 1.49% and 1.51% for the periods ended June 30, 2009 and December 31, 2008, 2007, 2006, 2005 and 2004, respectively. (d) The management fee is calculated based on average net assets over a rolling 60-month basis, while the above ratios of management fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis. (e) The average of month-end market values during the period that the 5.90% Preferred Stock was outstanding. * To be allocated to net investment income, net realized gains and/or return of capital at year end. ** Annualized. *** Not Annualized.
30 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Value Trust
Notes to Financial Statements (unaudited)
Summary of Significant Accounting Policies:Royce Value Trust, Inc. (the Fund), was incorporated under the laws of the State of Maryland on July 1, 1986 as a diversified closed-end investment company. 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 evaluation of subsequent events through August 13, 2009, the issuance date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.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 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 under procedures established by the Funds Board of Directors. 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 securitiesLevel 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements)Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments) 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 June 30, 2009:
Level 1 Level 2 Level 3 Total
Equities $644,476,958 $120,826,955 $2,585,547 $767,889,460 Cash Equivalents - 143,571,256 - 143,571,256
Level 3 Reconciliation:
Change in unrealized Balance as of appreciation Realized Gain Balance as of 12/31/08 (depreciation) Purchases Transfers In Sales (Loss) 6/30/09
Equities $1,639,582 $1,888,478 $2,098 $62,339 $52,424 $(954,526) $2,585,547
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
2009 Semiannual Report to Stockholders | 31
Royce Value Trust
Notes to Financial Statements (unaudited) (continued)
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 to qualified institutional investors for the purpose of realizing additional income. Collateral on all securities loaned for the Fund 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.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:
Effective May 18, 2009, the Fund pays any dividends and capital gain distributions annually in December on the Funds Common Stock. Prior to that date, the Fund paid quarterly distributions on the Funds Common Stock at the annual rate of 9% 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 2.25% of the rolling average or the distribution required by IRS regulations. Distributions to Preferred Stockholders are accrued daily and paid quarterly and distributions to Common Stockholders are recorded on ex-dividend date. Distributable capital gains and/or net investment income are first allocated to Preferred Stockholder distributions, with any excess allocable to Common Stockholders. If capital gains and/or net investment income are allocated to both Preferred and Common Stockholders, the tax character of such allocations is 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 Royce Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and legal expenses. 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 1,646,914 and 4,367,983 shares of Common Stock as reinvestment of distributions by Common Stockholders for the six months ended June 30, 2009 and the year ended December 31, 2008, respectively.
At June 30, 2009, 8,800,000 shares of 5.90% Cumulative Preferred Stock were outstanding. The Fund, at its option, may redeem the Cumulative Preferred Stock, in whole or in part, at the redemption price. The Cumulative Preferred Stock is classified outside of permanent equity (net assets applicable to Common Stockholders) in the accompanying financial statements in accordance with Emerging Issues Task Force (EITF) Topic D-98, Classification and Measurement of Redeemable Securities, that requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity to the extent that the redemption is at a fixed or determinable price and at the option of the holder or upon the occurrence of an event that is not solely within the control of the issuer.
The Fund is required to meet certain asset coverage tests with respect to the Cumulative Preferred Stock as required by the 1940 Act. In addition,
32 | 2009 Semiannual Report to Stockholders
Royce Value Trust
Notes to Financial Statements (unaudited) (continued)
pursuant to the Rating Agency Guidelines established by Moodys, the Fund is required to maintain a certain discounted asset coverage. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Cumulative Preferred Stock at a redemption price of $25.00 per share, plus an amount equal to the accumulated and unpaid dividends, whether or not declared on such shares, in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Funds ability to pay dividends to Common Stockholders and could lead to sales of portfolio securities at inopportune times. The Fund has met these requirements since issuing the Cumulative Preferred Stock.
Investment Advisory Agreement:
As compensation for its services under the Investment Advisory Agreement, Royce & Associates, LLC (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 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.
Royce has voluntarily committed to waive the portion of its investment advisory fee attributable to an issue of the Funds Preferred Stock for any month in which the Funds average annual NAV total return since issuance of the Preferred Stock fails to exceed the applicable Preferred Stocks dividend rate.
For each of the six rolling 36-month periods ended June 30, 2009, the Fund had negative investment performance and, accordingly, paid no advisory fee.Purchases and Sales of Investment Securities:
For the six months ended June 30, 2009, the cost of purchases and proceeds from sales of investment securities, other than short-term securities and collateral received for securities loaned, amounted to $72,982,870 and $152,412,898, respectively.Transactions in Affiliated Companies:
Shares Market Value Cost of Cost of Realized Dividend Shares Market Value Affiliated Company 12/31/08 12/31/08 Purchases Sales Gain (Loss) Income 6/30/09 6/30/09 Delta Apparel* 605,560 $ 2,210,294 - $ 4,297,286 $ (2,488,607) - Timberland Bancorp 469,200 3,495,540 - - - $ 103,224 469,200 $ 1,923,720 $ 5,705,834 $ (2,488,607) $ 103,224 $ 1,923,720
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 six months ended June 30, 2009:*Not an Affiliated Company at June 30, 2009.2009 Semiannual Report to Stockholders | 33
Royce Micro-Cap Trust
Schedule of Investments
SHARES VALUE COMMON STOCKS 106.4% Consumer Products 7.2% Apparel, Shoes and Accessories - 2.1%K-Swiss Cl. A a
47,400 $ 402,900Movado Group
179,640 1,893,405Steven Madden a
10,300 262,135True Religion Apparel a,b
15,400 343,420Weyco Group
48,000 1,108,320Yamato International
40,000 168,043
4,178,223
Consumer Electronics - 0.7%DTS a
50,000 1,353,500
Food/Beverage/Tobacco - 1.1%Seneca Foods Cl. A a,b
21,400 715,188Seneca Foods Cl. B a
42,500 1,421,625
2,136,813
Health, Beauty and Nutrition - 0.2%NutriSystem
29,500 427,750
Home Furnishing and Appliances - 2.9%American Woodmark
72,000 1,724,400Flexsteel Industries
172,500 1,445,550Lumber Liquidators a,b
89,900 1,416,824Natuzzi ADR a
409,800 778,620Universal Electronics a
21,000 423,570
5,788,964
Sports and Recreation - 0.2%Sturm, Ruger & Company
23,583 293,373
Total (Cost $11,709,961) 14,178,623
Consumer Services 4.3% Online Commerce - 0.6%Alloy a
66,002 349,151CryptoLogic
88,300 540,396Knot (The) a
10,000 78,8001-800-FLOWERS.COM Cl. A a
124,700 239,424
1,207,771
Restaurants and Lodgings - 0.1%Benihana Cl. A a,b
37,000 233,840
Retail Stores - 3.5%Americas Car-Mart a
92,800 1,902,400Brown Shoe
9,400 68,056Build-A-Bear Workshop a
7,600 33,972Charming Shoppes a,b
416,200 1,548,264China Nepstar Chain Drugstore ADR
57,000 324,900dELiA*s a
75,000 178,500DSW Cl. A a,b
32,200 317,170Le Chateau Cl. A
27,900 287,119Pacific Sunwear of California a
40,000 134,800Stein Mart a
178,900 1,585,054West Marine a
86,000 473,860
6,854,095
SHARES VALUE Consumer Services (continued) Other Consumer Services - 0.1%Shutterfly a,b
10,000 $ 139,500
Total (Cost $7,907,848) 8,435,206
Diversified Investment Companies 0.9% Closed-End Funds - 0.9%Central Fund of Canada Cl. A
131,700 1,546,158Urbana Corporation a
237,600 328,879
Total (Cost $847,767) 1,875,037
Financial Intermediaries 9.9% Banking - 5.4%Alliance Bancorp, Inc. of Pennsylvania
50,420 428,570B of I Holding a,b
100,000 609,000BCB Holdings a
806,207 1,658,435Cass Information Systems
15,000 491,100Centrue Financial
46,600 206,438CFS Bancorp
75,000 317,250Chemung Financial
40,000 760,000CNB Financial
26,000 368,420Commercial National Financial
20,000 295,600Fauquier Bankshares
135,800 1,766,758Financial Institutions
36,000 491,760First Bancorp
40,200 782,694HopFed Bancorp
61,000 593,530LCNB Corporation
30,000 295,500Wilber Corporation (The)
137,550 1,526,805
10,591,860
Insurance - 1.2%Greenlight Capital Re Cl. A a
13,500 233,685Hilltop Holdings a
121,400 1,441,018Independence Holding
95,800 609,288
2,283,991
Real Estate Investment Trusts - 0.2%Vestin Realty Mortgage II a,b
144,230 383,652
Securities Brokers - 2.7%Cowen Group a
123,600 1,032,060Diamond Hill Investment Group a
8,000 321,440FBR Capital Markets a,b
366,600 1,723,020International Assets Holding a,b
12,000 178,440Sanders Morris Harris Group
199,000 1,094,500Thomas Weisel Partners Group a
172,700 1,039,654
5,389,114
Securities Exchanges - 0.4%Bolsa Mexicana de Valores a
948,500 867,953
Total (Cost $23,473,788) 19,516,570
Financial Services 6.3% Diversified Financial Services - 0.9%Encore Capital Group a
42,000 556,500FCStone Group a,b
18,000 71,100World Acceptance a,b
55,251 1,100,047
1,727,647
34 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
June 30, 2009 (unaudited)
SHARES VALUE Financial Services (continued) Information and Processing - 0.5%Value Line
32,487 $ 1,067,848
Insurance Brokers - 0.1%Western Financial Group
148,000 245,574
Investment Management - 3.9%BKF Capital Group
130,200 123,690Dundee Corporation Cl. A a
140,200 814,815Endeavour Financial b
343,200 413,085Epoch Holding Corporation
196,500 1,697,760Evercore Partners Cl. A
13,600 267,104JZ Capital Partners
80,666 298,757MVC Capital
136,200 1,152,252Queen City Investments a
948 900,600Sceptre Investment Counsel
78,000 362,120U.S. Global Investors Cl. A
91,500 847,290VZ Holding
15,000 694,105
7,571,578
Special Purpose Acquisition Corporation - 0.7%Prospect Acquisition (Units) a
50,000 486,500Shellproof a
39,192 19,344Westway Group
220,000 913,000
1,418,844
Specialty Finance - 0.2%NGP Capital Resources
68,080 399,630
Total (Cost $14,798,417) 12,431,121
Health 9.1% Commercial Services - 0.5%PAREXEL International a
40,000 575,200PDI a,b
104,800 429,680
1,004,880
Drugs and Biotech - 1.1%Anadys Pharmaceuticals a,b
105,400 196,044BioCryst Pharmaceuticals a,b
90,000 362,700Hi-Tech Pharmacal a
48,300 429,870Seattle Genetics a,b
39,000 379,080Sinovac Biotech a
60,000 237,000Strategic Diagnostics a
150,000 174,000Theragenics Corporation a,b
265,800 342,882
2,121,576
Health Services - 2.4%Advisory Board (The) a
51,700 1,328,690Air Methods a
11,707 320,304Computer Programs and Systems
3,800 145,578eResearch Technology a
137,000 850,770Gentiva Health Services a
23,000 378,580HMS Holdings a,b
11,900 484,568On Assignment a
41,100 160,701PharMerica Corporation a
40,000 785,200Psychemedics Corporation
37,500 258,000U.S. Physical Therapy a,b
10,000 147,500
4,859,891
Medical Products and Devices - 5.1%Allied Healthcare Products a
226,798 975,231 SHARES VALUE Health (continued) Medical Products and Devices (continued)Atrion Corporation
5,500 $ 737,495CAS Medical Systems a
62,600 100,786Cynosure Cl. A a,b
26,500 202,725Exactech a
121,000 1,754,500Kensey Nash a
20,000 524,200Medical Action Industries a
125,250 1,434,112MEDTOX Scientific a
20,000 188,600NMT Medical a,b
228,500 511,840Palomar Medical Technologies a
8,000 117,280Syneron Medical a
69,200 499,624Utah Medical Products
42,300 1,129,833Virtual Radiologic a,b
52,000 469,560Young Innovations
61,450 1,338,996
9,984,782
Total (Cost $17,124,057) 17,971,129
Industrial Products 19.6% Automotive - 0.8%Norstar Founders Group a,c
771,500 36,335SORL Auto Parts a
48,810 186,454US Auto Parts Network a,b
302,599 1,140,798Wonder Auto Technology a
13,200 133,716
1,497,303
Building Systems and Components - 2.3%AAON
73,000 1,454,160Apogee Enterprises
57,900 712,170Drew Industries a,b
100,000 1,217,000LSI Industries
79,812 434,975NCI Building Systems a,b
42,000 110,880Preformed Line Products
16,000 704,960
4,634,145
Construction Materials - 2.2%Ash Grove Cement
8,000 1,480,000Louisiana-Pacific Corporation a
50,000 171,000Monarch Cement
52,303 1,569,090Trex Company a,b
90,000 1,203,300
4,423,390
Industrial Components - 1.6%Deswell Industries
574,371 1,924,143Graham Corporation
24,500 325,850Powell Industries a
26,800 993,476
3,243,469
Machinery - 4.7%Active Power a,b
36,952 32,148Burnham Holdings Cl. A
95,000 836,000Columbus McKinnon a
30,100 380,765Eastern Company (The)
39,750 655,875Flow International a
65,000 152,750FreightCar America
11,000 184,910Hardinge
240,000 1,020,000HLS Systems International a
192,692 1,117,614Hurco Companies a
56,666 885,689Jinpan International
23,592 675,675
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 35
Royce Micro-Cap Trust
Schedule of Investments
SHARES VALUE Industrial Products (continued) Machinery (continued)K-Tron International a
8,426 $ 671,384Sun Hydraulics
58,425 944,732Tennant Company
92,300 1,697,397
9,254,939
Metal Fabrication and Distribution - 2.9%
Central Steel & Wire
1,088 707,200CompX International Cl. A
107,500 667,575Encore Wire
15,000 320,250Foster (L.B.) Company Cl. A a,b
11,100 333,777Fushi Copperweld a
36,583 302,542Haynes International a
10,300 244,110Ladish Company a
45,000 583,650NN a
114,300 192,024Olympic Steel
20,500 501,635RTI International Metals a
101,900 1,800,573
5,653,336
Miscellaneous Manufacturing - 1.9%PMFG a
143,800 1,266,878Quixote Corporation a,b
183,400 519,022Raven Industries
58,400 1,495,040Synalloy Corporation
58,200 483,060
3,764,000
Pumps, Valves and Bearings - 0.2%CIRCOR International
14,000 330,540
Specialty Chemicals and Materials - 2.5%Aceto Corporation
72,219 481,701Balchem Corporation
42,250 1,035,970Hawkins
82,166 1,855,308Park Electrochemical
15,400 331,562Rogers Corporation a,b
58,400 1,181,432
4,885,973
Textiles - 0.4%Interface Cl. A
56,400 349,680J.G. Boswell Company
690 356,730
706,410
Other Industrial Products - 0.1%Research Frontiers a,b
50,000 179,000
Total (Cost $33,452,448) 38,572,505
Industrial Services 13.0% Advertising and Publishing - 0.3%Airmedia Group ADR a
27,710 178,452Voyager Learning a
125,000 431,250
609,702
Commercial Services - 4.2%Acacia Research-Acacia Technologies a,b
82,990 653,131ATC Technology a
25,200 365,400CBIZ a
47,000 334,640Diamond Management & Technology Consultants
138,100 580,020Forrester Research a
54,900 1,347,795Global Sources a,b
33,330 240,309Heritage-Crystal Clean a
117,350 1,425,803 SHARES VALUE Industrial Services (continued) Commercial Services (continued)Kforce a
55,000 $ 454,850Rentrak Corporation a
13,300 218,519Spherion Corporation a
436,600 1,798,792Team a
27,300 427,791Waste Services a
92,852 480,974
8,328,024
Engineering and Construction - 2.3%Cavco Industries a
9,400 238,102Exponent a
58,400 1,431,384Insituform Technologies Cl. A a,b
34,300 582,071Integrated Electrical Services a
132,000 1,030,920Layne Christensen a,b
21,700 443,765Skyline Corporation
32,100 698,175Sterling Construction a,b
11,700 178,542
4,602,959
Food, Tobacco and Agriculture - 1.3%Cal-Maine Foods
22,500 561,600Farmer Bros.
42,400 970,112Origin Agritech a
197,788 917,736
2,449,448
Industrial Distribution - 0.9%Houston Wire & Cable
50,375 599,966Lawson Products
63,800 906,598Toshin Group
20,000 302,414
1,808,978
Printing - 0.9%Bowne & Co. a
68,442 445,558Courier Corporation
30,450 464,667CSS Industries
21,043 428,856Multi-Color Corporation
36,600 448,716
1,787,797
Transportation and Logistics - 3.0%Forward Air
50,700 1,080,924Frozen Food Express Industries
157,000 499,260Marten Transport a
8,550 177,498Pacer International a,b
117,500 262,025Patriot Transportation Holding a,b
19,000 1,385,670Transat A.T. Cl. B a
35,000 323,174Universal Truckload Services
134,200 2,100,230
5,828,781
Other Industrial Services - 0.1%American Ecology
6,000 107,520
Total (Cost $25,567,633) 25,523,209
Natural Resources 11.0% Energy Services - 4.3%CE Franklin a,b
57,250 299,990Dawson Geophysical a,b
53,213 1,588,408Dril-Quip a
22,500 857,250Gulf Island Fabrication
29,116 460,906ION Geophysical a
93,500 240,295Lufkin Industries
1,000 42,050North American Energy Partners a
50,000 304,500
36 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
June 30, 2009 (unaudited)
SHARES VALUE Natural Resources (continued) Energy Services (continued)OYO Geospace a,b
7,130 $ 182,956Pason Systems
139,200 1,121,355Pioneer Drilling a
57,500 275,425T-3 Energy Services a,b
29,150 347,176Tesco Corporation a
50,000 397,000Willbros Group a
159,200 1,991,592World Energy Solutions a,b
72,920 379,184
8,488,087
Oil and Gas - 0.4%Approach Resources a
12,000 82,800GeoMet a,b
75,000 82,500GeoResources a,b
30,000 306,000PetroCorp a,c
104,200 0Rosetta Resources a
30,000 262,500
733,800
Precious Metals and Mining - 3.2%Alamos Gold a
47,100 387,118Allied Nevada Gold a
123,700 997,022Aurizon Mines a
197,000 699,350Brush Engineered Materials a,b
38,500 644,875Chesapeake Gold a
20,000 68,091Exeter Resource a
210,000 600,600Gammon Gold a
83,836 559,186Golden Star Resources a,b
168,100 344,605Horsehead Holding a
13,800 102,810Midway Gold a
345,000 237,287Minefinders Corporation a
36,000 248,040New Gold a
141,200 377,004Northgate Minerals a
270,000 577,800Seabridge Gold a
16,700 433,198Victoria Gold a
200,000 67,059Vista Gold a,b
50,000 86,000
6,430,045
Real Estate - 3.1%Avatar Holdings a,b
45,104 819,540Consolidated-Tomoka Land
29,100 1,020,828Kennedy-Wilson a
21,500 731,000PICO Holdings a
45,700 1,311,590Pope Resources L.P.
48,505 1,096,698Tejon Ranch a,b
39,000 1,033,110ZipRealty a,b
25,000 67,000
6,079,766
Total (Cost $19,735,782) 21,731,698
Technology 20.2% Aerospace and Defense - 2.4%Ducommun
72,100 1,354,759HEICO Corporation
33,600 1,218,336Innovative Solutions and Support a
100,000 447,000Integral Systems a
141,082 1,173,802SIFCO Industries a
45,800 485,022
4,678,919
SHARES VALUE Technology (continued) Components and Systems - 3.5%Frequency Electronics a
240,000 $ 900,000Methode Electronics
226,400 1,589,328Newport Corporation a
55,900 323,661OPTEX Company
35,000 343,920Richardson Electronics
240,900 787,743Rimage Corporation a
79,200 1,315,512Silicon Graphics International a,b
50,000 227,000Technitrol
150,000 970,500TransAct Technologies a
78,600 391,428
6,849,092
Distribution - 0.3%Agilysys
90,000 421,200ScanSource a,b
7,600 186,352
607,552
Internet Software and Services - 0.9%ActivIdentity Corporation a
75,000 189,750DealerTrack Holdings a
31,000 527,000iPass a
221,889 355,022Marchex Cl. B
138,200 465,734WebMediaBrands a
525,000 288,173
1,825,679
IT Services - 4.3%AsiaInfo Holdings a
14,200 244,382Computer Task Group a
311,100 1,897,710iGATE Corporation
258,400 1,710,608Sapient Corporation a
500,000 3,145,000Syntel
43,300 1,361,352Yucheng Technologies a,b
20,500 174,865
8,533,917
Semiconductors and Equipment - 3.3%Advanced Energy Industries a
14,100 126,759ATMI a,b
6,400 99,392Coherent a
32,000 661,760Entropic Communications a,b
135,100 303,975Exar Corporation a
121,208 871,486Ikanos Communications a
75,000 120,000Micrel
90,000 658,800Microtune a,b
362,000 847,080PLX Technology a
80,000 301,600Rofin-Sinar Technologies a
37,000 740,370TTM Technologies a
114,400 910,624Virage Logic a
200,000 900,000
6,541,846
Software - 3.9%ACI Worldwide a
69,600 971,616American Software Cl.A
63,700 366,912Bottomline Technologies a
28,600 257,686Double-Take Software a,b
22,400 193,760Fundtech a
51,000 515,100Majesco Entertainment a
11,287 22,010Pegasystems
84,000 2,215,920Phoenix Technologies a,b
32,310 87,560PLATO Learning a
160,000 640,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 37
Royce Micro-Cap Trust
June 30, 2009 (unaudited)
Schedule of Investments
SHARES VALUE Technology (continued) Software (continued)SourceForge a,b
600,000 $ 750,000SPSS a
44,600 1,488,302THQ a
25,000 179,000
7,687,866
Telecommunications - 1.6%Anaren a
8,000 141,440Atlantic Tele-Network
19,700 774,013Cogo Group a,b
11,700 69,849Diguang International Development a
230,000 55,200Globecomm Systems a
22,730 163,429PC-Tel a
44,100 235,935ViaSat a
46,812 1,200,259Zhone Technologies a
1,331,600 426,112
3,066,237
Total (Cost $31,897,207) 39,791,108
Miscellaneousd 4.9% Total (Cost $8,593,785) 9,600,617
TOTAL COMMON STOCKS(Cost $195,108,693)
209,626,823
PREFERRED STOCK 1.1%Seneca Foods Conv. a
(Cost $943,607)
75,409 2,111,452
VALUE REPURCHASE AGREEMENT 22.4%State Street Bank & Trust Company, 0.01% dated 6/30/09, due 7/1/09, maturity value $44,065,012 (collateralized by obligations of various U.S. Government Agencies, due 3/31/10, valued at $45,169,975)
(Cost $44,065,000)
$ 44,065,000
COLLATERAL RECEIVED FOR SECURITIES LOANED 7.7%
Money Market FundsFederated Government Obligations Fund
(7 day yield-0.1864%)
(Cost $15,157,191)
15,157,191
TOTAL INVESTMENTS 137.6%(Cost $255,274,491)
270,960,466 LIABILITIES LESS CASH AND OTHER ASSETS (7.1)% (14,018,285 ) PREFERRED STOCK (30.5)% (60,000,000 )
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS 100.0%
$ 196,942,181
New additions in 2009. a Non-income producing. b All or a portion of these securities were on loan at June 30, 2009. The market value of loaned securities at June 30, 2009 was $14,626,371. cSecurities for which market quotations are not readily available represent 0.0% of net assets. These securities have been valued at their fair value under procedures established by the Funds Board of Directors.dIncludes securities first acquired in 2009 and less than 1% of net assets applicable to Common Stockholders.Bold indicates the Funds 20 largest equity holdings in terms of June 30, 2009 market value.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $255,893,860. At June 30, 2009, net unrealized appreciation for all securities was $15,066,606, consisting of aggregate gross unrealized appreciation of $54,793,801 and aggregate gross unrealized depreciation of $39,727,195. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.
38 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Micro-Cap Trust
June 30, 2009 (unaudited)
Statement of Assets and Liabilities
ASSETS: Investments at value (including collateral on loaned securities)* $ 226,895,466 Repurchase agreements (at cost and value) 44,065,000 Cash and foreign currency 11,947 Receivable for investments sold 1,931,994 Receivable for dividends and interest 195,068 Prepaid expenses and other assets 9,201Total Assets
273,108,676LIABILITIES: Payable for collateral on loaned securities 15,157,191 Payable for investments purchased 606,144 Payable for investment advisory fee 273,928 Preferred dividends accrued but not yet declared 80,000 Accrued expenses 49,232Total Liabilities
16,166,495PREFERRED STOCK: 6.00% Cumulative Preferred Stock - $0.001 par value, $25 liquidation value per share; 2,400,000 shares outstanding 60,000,000Total Preferred Stock
60,000,000NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS $ 196,942,181ANALYSIS OF NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: Common Stock paid-in capital - $0.001 par value per share; 27,333,915 shares outstanding (150,000,000 shares authorized) $ 233,574,531 Undistributed net investment income (loss) (796,354 ) Accumulated net realized gain (loss) on investments and foreign currency (43,794,502 ) Net unrealized appreciation (depreciation) on investments and foreign currency 15,685,452 Unallocated and accrued distributions (7,726,946 )Net Assets applicable to Common Stockholders (net asset value per share - $7.21)
$ 196,942,181*Investments at identified cost (including $15,157,191 of collateral on loaned securities) $ 211,209,491 Market value of loaned securities 14,626,371
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 39
Royce Micro-Cap Trust
Six Months Ended June 30, 2009 (unaudited)
Statement of Operations
INVESTMENT INCOME: Income:Dividends*
Non-Affiliated Companies
$ 1,513,092Affiliated Companies
31,195Interest
18,620Securities lending
81,738Total income 1,644,645Expenses:Investment advisory fees
1,309,902Stockholder reports
68,562Custody and transfer agent fees
35,802Professional fees
30,789Directors fees
25,963Administrative and office facilities expenses
18,038Other expenses
28,259Total expenses 1,517,315 Fees waived by investment adviser (194,167 )Net expenses 1,323,148Net investment income (loss) 321,497REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain (loss):Investments in Non-Affiliated Companies
(14,484,468 )Investments in Affiliated Companies
(352,375 )Foreign currency transactions
3,213 Net change in unrealized appreciation (depreciation):Investments and foreign currency translations
46,023,688Other assets and liabilities denominated in foreign currency
(1,256 )Net realized and unrealized gain (loss) on investments and foreign currency 31,188,802NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM INVESTMENT OPERATIONS 31,510,299DISTRIBUTIONS TO PREFERRED STOCKHOLDERS (1,800,000 )NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS $ 29,710,299 * Net of foreign withholding tax of $17,613.
40 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Micro-Cap Trust
Statement of Changes in Net Assets
Six months ended 6/30/09 Year ended (unaudited) 12/31/08 INVESTMENT OPERATIONS: Net investment income (loss) $ 321,497 $ 408,780 Net realized gain (loss) on investments and foreign currency (14,833,630 ) (6,824,087 ) Net change in unrealized appreciation (depreciation) on investments and foreign currency 46,022,432 (138,088,528 )Net increase (decrease) in net assets resulting from investment operations 31,510,299 (144,503,835 )DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (362,850 ) Net realized gain on investments and foreign currency (3,237,150 ) Unallocated distributions* (1,800,000 ) Total distributions to Preferred Stockholders (1,800,000 ) (3,600,000 )NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERSRESULTING FROM INVESTMENT OPERATIONS
29,710,299 (148,103,835 )DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (2,356,920 ) Net realized gain on investments and foreign currency (20,757,478 ) Return of capital (6,834,718 ) Unallocated distributions* (5,846,946 ) Total distributions to Common Stockholders (5,846,946 ) (29,949,116 )CAPITAL SHARE TRANSACTIONS: Reinvestment of distributions to Common Stockholders 3,224,397 16,431,866Total capital stock transactions 3,224,397 16,431,866NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS 27,087,750 (161,621,085 )NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:Beginning of period
169,854,431 331,475,516End of period (including undistributed net investment income (loss) of $(796,354) at 6/30/09 and
$(1,117,851) at 12/31/08)
$ 196,942,181 $ 169,854,431
* To be allocated to net investment income, net realized gains and/or return of capital at year end.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 41
Royce Micro-Cap 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.
Six months ended Years ended December 31, June 30, 2009
(unaudited) 2008 2007 2006 2005 2004NET ASSET VALUE, BEGINNING OF PERIOD $ 6.39 $ 13.48 $ 14.77 $ 13.43 $ 14.34 $ 13.33INVESTMENT OPERATIONS:Net investment income (loss)
0.01 0.02 (0.00 ) 0.01 (0.03 ) (0.08 )Net realized and unrealized gain (loss) on investments and
foreign currency
1.12 (5.70 ) 0.24 3.04 1.14 2.62Total investment operations
1.13 (5.68 ) 0.24 3.05 1.11 2.54DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:Net investment income
(0.01 ) (0.01 ) (0.02 ) Net realized gain on investments and foreign currency
(0.13 ) (0.14 ) (0.14 ) (0.17 ) (0.19 )Unallocated distributions*
(0.07 ) Total distributions to Preferred Stockholders
(0.07 ) (0.14 ) (0.15 ) (0.16 ) (0.17 ) (0.19 )NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON
1.06 (5.82 ) 0.09 2.89 0.94 2.35
STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONSDISTRIBUTIONS TO COMMON STOCKHOLDERS:Net investment income
(0.09 ) (0.08 ) (0.20 ) Net realized gain on investments and foreign currency
(0.83 ) (1.27 ) (1.35 ) (1.85 ) (1.33 )Return of capital
(0.27 ) Unallocated distributions*
(0.22 ) Total distributions to Common Stockholders
(0.22 ) (1.19 ) (1.35 ) (1.55 ) (1.85 ) (1.33 )CAPITAL STOCK TRANSACTIONS:Effect of reinvestment of distributions by Common Stockholders
(0.02 ) (0.08 ) (0.03 ) (0.00 ) 0.00 (0.01 )Total capital stock transactions
(0.02 ) (0.08 ) (0.03 ) (0.00 ) 0.00 (0.01 )NET ASSET VALUE, END OF PERIOD $ 7.21 $ 6.39 $ 13.48 $ 14.77 $ 13.43 $ 14.34MARKET VALUE, END OF PERIOD $ 6.01 $ 5.62 $ 11.94 $ 16.57 $ 14.56 $ 15.24TOTAL RETURN (a): Market Value 12.46 %*** (45.84 )% (20.54 )% 26.72 % 8.90 % 33.44 % Net Asset Value 18.66 %*** (45.45 )% 0.64 % 22.46 % 6.75 % 18.69 % RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TOCOMMON STOCKHOLDERS:
Total expenses (b,c) 1.62 %** 1.55 % 1.56 % 1.64 % 1.63 % 1.62 %Management fee expense (d)
1.37 %** 1.39 % 1.44 % 1.49 % 1.43 % 1.43 %Other operating expenses
0.25 %** 0.16 % 0.12 % 0.15 % 0.20 % 0.19 % Net investment income (loss) 0.39 %** 0.15 % (0.07 )% 0.05 % (0.27 )% (0.56 )% SUPPLEMENTAL DATA: Net Assets Applicable to Common Stockholders,End of Period (in thousands)
$ 196,942 $ 169,854 $ 331,476 $ 343,682 $ 293,719 $ 290,364 Liquidation Value of Preferred Stock,End of Period (in thousands)
$ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 Portfolio Turnover Rate 16 % 42 % 41 % 34 % 46 % 32 % PREFERRED STOCK: Total shares outstanding 2,400,000 2,400,000 2,400,000 2,400,000 2,400,000 2,400,000 Asset coverage per share $ 107.06 $ 95.77 $ 163.11 $ 168.20 $ 147.38 $ 145.98 Liquidation preference per share $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 Average market value per share (e): $ 22.67 $ 23.08 $ 24.06 $ 24.15 $ 24.97 $ 24.66
(a) The 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 reported. 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. (b) Expense ratios based on total average net assets including liquidation value of Preferred Stock were 1.19%, 1.26%, 1.33%, 1.38%, 1.35% and 1.32% for the periods ended June 30, 2009 and December 31, 2008, 2007, 2006, 2005 and 2004, respectively. (c) Expense ratios based on average net assets applicable to Common Stockholders before waiver of fees by the investments advisor would have been 1.86% and 1.58% for the periods ended June 30, 2009 and December 31, 2008; before waiver of fees and after earnings credits would have been 1.86%, 1.58%, 1.56%, 1.64%, 1.63% and 1.62% for the periods ended June 30, 2009 and December 31, 2008, 2007, 2006, 2005 and 2004, respectively. (d) The management fee is calculated based on average net assets over a rolling 36-month basis, while the above ratios of management fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis. (e) The average of month-end market values during the period that the 6.00% Preferred Stock was outstanding. * To be allocated to net investment income, net realized gains and/or return of capital at year end. ** Annualized. *** Not annualized.
42 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Micro-Cap Trust
Notes to Financial Statements (unaudited)
Summary of Significant Accounting Policies:
Royce Micro-Cap Trust, Inc. (the Fund), was incorporated under the laws of the State of Maryland on September 9, 1993 as a diversified closed-end investment company. 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 evaluation of subsequent events through August 13, 2009, the issuance date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.Valuation of Investments: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) Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
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 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 under procedures established by the Funds Board of Directors. 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.
The following is a summary of the inputs used to value the Funds investments as of June 30, 2009: Level 1 Level 2 Level 3 Total
Equities
$190,170,562 $21,531,378 $36,335 $211,738,275Cash Equivalents
- 59,222,191 - 59,222,191
Level 3 Reconciliation:
Change in unrealized Balance as of appreciation Realized Gain Balance as of 12/31/08 (depreciation) Purchases Transfers In Sales (Loss) 6/30/09
Equities
- $168,034 $23,754 $74,554 $2 $(230,005) $36,335
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
2009 Semiannual Report to Stockholders | 43
Royce Micro-Cap Trust
Notes to Financial Statements (unaudited) (continued)
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 to qualified institutional investors for the purpose of realizing additional income. Collateral on all securities loaned for the Fund 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.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:
Effective May 18, 2009, the Fund pays any dividends and capital gain distributions annually in December on the Funds Common Stock. Prior to that date, the Fund paid quarterly distributions on the Funds Common Stock at the annual rate of 9% 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 2.25% of the rolling average or the distribution required by IRS regulations. Distributions to Preferred Stockholders are accrued daily and paid quarterly and distributions to Common Stockholders are recorded on ex-dividend date. Distributable capital gains and/or net investment income are first allocated to Preferred Stockholder distributions, with any excess allocable to Common Stockholders. If capital gains and/or net investment income are allocated to both Preferred and Common Stockholders, the tax character of such allocations is 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 Royce Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and legal expenses. 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 756,901 and 1,985,915 shares of Common Stock as reinvestment of distributions by Common Stockholders for the six months ended June 30, 2009 and the year ended December 31, 2008, respectively.
At June 30, 2009, 2,400,000 shares of 6.00% Cumulative Preferred Stock were outstanding. The Fund, at its option, may redeem the Cumulative Preferred Stock, in whole or in part, at the redemption price. The Cumulative Preferred Stock is classified outside of permanent equity (net assets applicable to Common Stockholders) in the accompanying financial statements in accordance with Emerging Issues Task Force (EITF) Topic D-98, Classification and Measurement of Redeemable Securities, that requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity to the extent that the redemption is at a fixed or determinable price and at the option of the holder or upon the occurrence of an event that is not solely within the control of the issuer.
44 | 2009 Semiannual Report to Stockholders
Royce Micro-Cap Trust
Notes to Financial Statements (unaudited) (continued)
The Fund is required to meet certain asset coverage tests with respect to the Cumulative Preferred Stock as required by the 1940 Act. In addition, pursuant to the Rating Agency Guidelines established by Moodys, the Fund is required to maintain a certain discounted asset coverage. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Cumulative Preferred Stock at a redemption price of $25.00 per share, plus an amount equal to the accumulated and unpaid dividends, whether or not declared on such shares, in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Funds ability to pay dividends to Common Stockholders and could lead to sales of portfolio securities at inopportune times. The Fund has met these requirements since issuing the Cumulative Preferred Stock.
Investment Advisory Agreement:
As compensation for its services under the Investment Advisory Agreement, Royce & Associates, LLC (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 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.
Royce has voluntarily committed to waive the portion of its investment advisory fee attributable to an issue of the Funds Preferred Stock for any month in which the Funds average annual NAV total return since issuance of the Preferred Stock fails to exceed the applicable Preferred Stocks dividend rate.
For six rolling 36-month periods in 2009, the Funds investment performance ranged from 2% to 9% below the investment performance of the Russell 2000. Accordingly, the net investment advisory fee consisted of a Basic Fee of $1,795,811 and a net downward adjustment of $437,909 for the performance of the Fund relative to that of the Russell 2000. Additionally, Royce voluntarily waived a portion of its advisory fee ($194,167) attributable to issues of the Funds Preferred Stock for those months in which the Funds average annual NAV total return failed to exceed the applicable Preferred Stocks dividend rate. For the six months ended June 30, 2009, the Fund paid Royce advisory fees totaling $1,163,735 and accrued $1,115,735.Purchases and Sales of Investment Securities:
For the six months ended June 30, 2009, the cost of purchases and proceeds from sales of investment securities, other than short-term securities and collateral received for securities loaned, amounted to $29,967,038 and $55,581,514, respectively.Transactions in Affiliated Companies:
Shares Market Value Cost of Cost of Realized Dividend Shares Market Value Affiliated Company 12/31/08 12/31/08 Purchases Sales Gain (Loss) Income 6/30/09 6/30/09 Deswell Industries* 824,371 $ 1,096,413 - $ 710,000 $(352,375 ) $31,195 $ 1,096,413 $(352,375 ) $31,195
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 six months ended June 30, 2009:*Not an Affiliated Company at June 30, 2009.
2009 Semiannual Report to Stockholders | 45
Royce Focus Trust
Schedule of Investments
SHARES VALUE COMMON STOCKS 96.0% Consumer Products 11.3% Apparel, Shoes and Accessories - 4.0%Coach
50,000 $ 1,344,000Fossil a
70,000 1,685,600Timberland Company (The) Cl. A a
100,000 1,327,000
4,356,600
Food/Beverage/Tobacco - 4.1%Industrias Bachoco ADR
100,000 2,130,000Sanderson Farms
50,000 2,250,000
4,380,000
Health, Beauty and Nutrition - 1.7%Nu Skin Enterprises Cl. A
120,000 1,836,000
Sports and Recreation - 1.5%Thor Industries
90,000 1,653,300
Total (Cost $14,477,349) 12,225,900
Consumer Services 1.3% Retail Stores - 1.3%Mens Wearhouse (The)
75,000 1,438,500
Total (Cost $1,478,655) 1,438,500
Diversified Investment Companies 1.9% Exchange Traded Funds - 1.9%UltraShort 20+ Year Treasury ProShares a
40,000 2,036,800
Total (Cost $1,711,208) 2,036,800
Financial Intermediaries 3.8% Banking - 0.8%BCB Holdings a
399,993 822,819
Securities Brokers - 2.8%Knight Capital Group Cl. A a
180,000 3,069,000
Other Financial Intermediaries - 0.2%KKR Financial Holdings a
200,000 186,000
Total (Cost $5,995,837) 4,077,819
Financial Services 7.3% Investment Management - 7.3%Endeavour Financial b
600,000 722,177Franklin Resources
30,000 2,160,300Partners Group Holding
15,000 1,457,606Sprott
550,000 1,442,204U.S. Global Investors Cl. A
226,000 2,092,760
Total (Cost $12,077,570) 7,875,047
Health 3.0% Drugs and Biotech - 2.4%Endo Pharmaceuticals Holdings a
100,000 1,792,000Lexicon Pharmaceuticals a
500,000 620,000ULURU a,b
1,000,009 160,002
2,572,002
SHARES VALUE Health (continued) Medical Products and Devices - 0.6%Caliper Life Sciences a
352,300 $ 623,571
Total (Cost $7,311,243) 3,195,573
Industrial Products 24.9% Building Systems and Components - 2.5%Simpson Manufacturing
70,000 1,513,400WaterFurnace Renewable Energy
50,000 1,179,985
2,693,385
Industrial Components - 2.1%GrafTech International a
200,000 2,262,000
Machinery - 2.8%Lincoln Electric Holdings
50,000 1,802,000Woodward Governor
60,000 1,188,000
2,990,000
Metal Fabrication and Distribution - 11.1%Kennametal
80,000 1,534,400Nucor Corporation
40,000 1,777,200Reliance Steel & Aluminum
100,000 3,839,000Schnitzer Steel Industries Cl. A
30,000 1,585,800Sims Metal Management ADR
160,000 3,299,200
12,035,600
Miscellaneous Manufacturing - 1.6%Rational
15,000 1,730,364
Pumps, Valves and Bearings - 2.8%Gardner Denver a
60,000 1,510,200Pfeiffer Vacuum Technology
20,000 1,467,377
2,977,577
Specialty Chemicals and Materials - 2.0%Mosaic Company (The)
50,000 2,215,000
Total (Cost $20,602,226) 26,903,926
Industrial Services 4.5% Commercial Services - 2.2%CRA International a
40,000 1,110,400Korn/Ferry International a
120,000 1,276,800
2,387,200
Food, Tobacco and Agriculture - 2.3%CF Industries Holdings
15,000 1,112,100Intrepid Potash a
50,000 1,404,000
2,516,100
Total (Cost $4,465,707) 4,903,300
Natural Resources 29.2% Energy Services - 11.4%Ensign Energy Services
200,000 2,923,097Major Drilling Group International
120,000 1,883,850Pason Systems
180,000 1,450,028Tesco Corporation a
160,000 1,270,400Trican Well Service
240,000 2,067,489Unit Corporation a
100,300 2,765,271
12,360,135
46 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
June 30, 2009 (unaudited)
SHARES VALUE Natural Resources (continued) Oil and Gas - 1.9%Exxon Mobil
30,000 $ 2,097,300
Precious Metals and Mining - 13.9%Alamos Gold a
250,000 2,054,765Allied Nevada Gold a
200,000 1,612,000Fresnillo
200,000 1,725,115Gammon Gold a
200,000 1,334,000Ivanhoe Mines a
350,000 1,960,000Pan American Silver a
120,000 2,199,600Seabridge Gold a
50,000 1,297,000Silver Standard Resources a
150,000 2,812,500
14,994,980
Real Estate - 0.8%PICO Holdings a
30,000 861,000
Other Natural Resources - 1.2%Magma Energy a,c,d
1,000,000 1,289,601
Total (Cost $33,395,358) 31,603,016
Technology 8.1% Aerospace and Defense - 1.0%Ceradyne a
60,000 1,059,600
Semiconductors and Equipment - 2.9%MKS Instruments a,b
120,000 1,582,800Sigma Designs a
100,325 1,609,213
3,192,013
Software - 2.2%Microsoft Corporation
100,000 2,377,000
Telecommunications - 2.0%ADTRAN
100,000 2,147,000
Total (Cost $10,225,524) 8,775,613
SHARES VALUE Miscellaneouse 0.7% Total (Cost $858,383) $ 722,177
TOTAL COMMON STOCKS(Cost $112,599,060)
103,757,671
PREFERRED STOCK 6.7%Kennedy-Wilson Conv. c,f
(Cost $9,000,000)
9,000 7,285,707
REPURCHASE AGREEMENT 21.6% State Street Bank & Trust Company,0.01% dated 6/30/09, due 7/1/09,
maturity value $23,360,006 (collateralized
by obligations of various U.S. Government
Agencies, due 3/31/10, valued at $23,944,869)
(Cost $23,360,000)
23,360,000
COLLATERAL RECEIVED FOR SECURITIESLOANED 0.3%
Money Market FundsFederated Government Obligations Fund
(7 day yield-0.1864%)
(Cost $281,107)
281,107
TOTAL INVESTMENTS 124.6%(Cost $145,240,167)
134,684,485 LIABILITIES LESS CASHAND OTHER ASSETS (1.5)%
(1,594,595 ) PREFERRED STOCK (23.1)% (25,000,000 )
NET ASSETS APPLICABLE TO COMMONSTOCKHOLDERS 100.0%
$ 108,089,890
New additions in 2009. a Non-income producing. b All or a portion of these securities were on loan at June 30, 2009. Total market value of loaned securities at June 30, 2009 was $138,214. c Securities for which market quotations are not readily available represent 7.9% of net assets. These securities have been valued at their fair value under procedures established by the Funds Board of Directors. d This security is not registered under the Securities Act of 1933 and may be subject to contractual and/or legal restrictions on resale to the general public or to certain institutions. e Includes securities first acquired in 2009 and less than 1% of net assets applicable to Common Stockholders. f This security, and the common stock into which the security is convertible, are not and will not be registered under the Securities Act of 1933 and related rules (restricted security). Accordingly, such securities may not be offered, sold, transferred or delivered, directly or indirectly, unless (i) such shares are registered under the Securities Act and any other applicable state securities laws, or (ii) an exemption from registration under the Securities Act and any other applicable state securities laws is available.Bold indicates the Funds 20 largest equity holdings in terms of June 30, 2009 market value.
TAX INFORMATION: The cost of total investments for Federal income tax purposes was $145,240,167. At June 30, 2009 net unrealized depreciation for all securities was $(10,555,682), consisting of aggregate gross unrealized appreciation of $17,521,504 and aggregate gross unrealized depreciation of $28,077,186. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 47
Royce Focus Trust
June 30, 2009 (unaudited)
Statement of Assets and Liabilities
ASSETS: Total investments at value (including collateral on loaned securities)* $ 111,324,485 Repurchase agreements (at cost and value) 23,360,000 Cash and foreign currency 106 Receivable for investments sold 230,102 Receivable for dividends and interest 97,967 Prepaid expenses and other assets 9,466Total Assets
135,022,126LIABILITIES: Payable for collateral on loaned securities 281,107 Payable for investments purchased 1,440,275 Payable for investment advisory fee 113,416 Preferred dividends accrued but not yet declared 33,329 Accrued expenses 64,109Total Liabilities
1,932,236PREFERRED STOCK: 6.00% Cumulative Preferred Stock - $0.001 par value, $25 liquidation value per share; 1,000,000 shares outstanding 25,000,000Total Preferred Stock
25,000,000NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS $ 108,089,890ANALYSIS OF NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: Common Stock paid-in capital - $0.001 par value per share; 19,759,064 shares outstanding (150,000,000 shares authorized) $ 130,246,419 Undistributed net investment income (loss) 402,517 Accumulated net realized gain (loss) on investments and foreign currency (9,467,528 ) Net unrealized appreciation (depreciation) on investments and foreign currency (10,556,794 ) Unallocated and accrued distributions (2,534,724 )Net Assets applicable to Common Stockholders (net asset value per share - $5.47)
$ 108,089,890*Investments at identified cost (including $281,107 of collateral on loaned securities) $ 121,880,167 Market value of loaned securities 138,214
48 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Focus Trust Six Months Ended June 30, 2009 (unaudited)
Statement of Operations
INVESTMENT INCOME: Income:Dividends*
$ 801,078Interest
12,859Securities lending
1,206Total income 815,143Expenses:Investment advisory fees
597,172Stockholder reports
51,541Custody and transfer agent fees
27,986Professional fees
20,439Directors fees
14,814Administrative and office facilities expenses
9,466Other expenses
30,372Total expenses 751,790 Fees waived by investment adviser (65,753 )
Net expenses 686,037
Net investment income (loss) 129,106REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain (loss):Investments
(8,359,573 )Foreign currency transactions
16,359 Net change in unrealized appreciation (depreciation):Investments and foreign currency translations
25,109,277Other assets and liabilities denominated in foreign currency
700Net realized and unrealized gain (loss) on investments and foreign currency 16,766,763
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM INVESTMENT OPERATIONS 16,895,869
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS (750,000 )NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERSRESULTING FROM INVESTMENT OPERATIONS
$ 16,145,869 * Net of foreign withholding tax of $42,310.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 49
Royce Focus TrustStatement of Changes in Net Assets
Six months ended 6/30/09 Year ended (unaudited) 12/31/08 INVESTMENT OPERATIONS: Net investment income (loss) $ 129,106 $ 1,025,652 Net realized gain (loss) on investments and foreign currency (8,343,214 ) 4,693,291 Net change in unrealized appreciation (depreciation) on investments and foreign currency 25,109,977 (74,225,556 )Net increase (decrease) in net assets resulting from investment operations 16,895,869 (68,506,613 )DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (240,568 ) Net realized gain on investments and foreign currency (1,259,432 ) Unallocated distributions* (750,000 ) Total distributions to Preferred Stockholders (750,000 ) (1,500,000 )
NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERSRESULTING FROM INVESTMENT OPERATIONS
16,145,869 (70,006,613 )DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (1,314,438 ) Net realized gain on investments and foreign currency (6,881,428 ) Return of capital (662,631 ) Unallocated distributions* (1,751,391 ) Total distributions to Common Stockholders (1,751,391 ) (8,858,497 )CAPITAL SHARE TRANSACTIONS: Reinvestment of distributions to Common Stockholders 1,145,740 5,607,374Total capital stock transactions 1,145,740 5,607,374
NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS 15,540,218 (73,257,736 )NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:Beginning of period
92,549,672 165,807,408End of period (including undistributed net investment income (loss) of $402,517 at 6/30/09 and
$273,411 at 12/31/08)
$ 108,089,890 $ 92,549,672
* To be allocated to net investment income, net realized gains and/or return of capital at year end. 50 | 2009 Semiannual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
Royce Focus TrustFinancial 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.
Six months Years ended December 31, ended
June 30, 2009 (unaudited) 2008 2007 2006 2005 2004NET ASSET VALUE, BEGINNING OF PERIOD $ 4.76 $ 8.92 $ 9.75 $ 9.76 $ 9.75 $ 9.00INVESTMENT OPERATIONS:Net investment income (loss)
0.01 0.07 0.15 0.16 0.06 0.02Net realized and unrealized gain (loss) on investments and
foreign currency
0.83 (3.67 ) 1.12 1.50 1.44 2.63Total investment operations
0.84 (3.60 ) 1.27 1.66 1.50 2.65DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:Net investment income
(0.01 ) (0.02 ) (0.01 ) (0.01 ) (0.00 )Net realized gain on investments and foreign currency
(0.07 ) (0.07 ) (0.09 ) (0.11 ) (0.15 )Unallocated distributions*
(0.04 ) Total distributions to Preferred Stockholders
(0.04 ) (0.08 ) (0.09 ) (0.10 ) (0.12 ) (0.15 )
NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS
0.80 (3.68 ) 1.18 1.56 1.38 2.50DISTRIBUTIONS TO COMMON STOCKHOLDERS:Net investment income
(0.07 ) (0.44 ) (0.20 ) (0.06 ) (0.02 )Net realized gain on investments and foreign currency
(0.37 ) (1.57 ) (1.37 ) (1.15 ) (1.72 )Return of capital
(0.03 ) Unallocated distributions*
(0.09 ) Total distributions to Common Stockholders
(0.09 ) (0.47 ) (2.01 ) (1.57 ) (1.21 ) (1.74 )CAPITAL STOCK TRANSACTIONS:Effect of reinvestment of distributions by Common Stockholders
(0.00 ) (0.01 ) (0.00 ) (0.00 ) (0.03 ) (0.01 )Effect of rights offering and Preferred Stock offering
(0.13 ) Total capital stock transactions
(0.00 ) (0.01 ) (0.00 ) (0.00 ) (0.16 ) (0.01 )
NET ASSET VALUE, END OF PERIOD $ 5.47 $ 4.76 $ 8.92 $ 9.75 $ 9.76 $ 9.75
MARKET VALUE, END OF PERIOD $ 5.20 $ 4.60 $ 8.97 $ 10.68 $ 9.53 $ 10.47TOTAL RETURN (a) Market Value 15.70 %*** (44.94 )% 3.02 % 30.50 % 3.03 % 47.26 % Net Asset Value 17.62 %*** (42.71 )% 12.22 % 16.33 % 13.31 % 29.21 % RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TOCOMMON STOCKHOLDERS:
Total expenses (b,c) 1.45 %** 1.34 % 1.32 % 1.36 % 1.48 % 1.53 %Management fee expense
1.12 %** 1.13 % 1.14 % 1.16 % 1.21 % 1.27 %Other operating expenses
0.33 %** 0.21 % 0.18 % 0.20 % 0.27 % 0.26 % Net investment income (loss) 0.27 %** 0.72 % 1.13 % 1.54 % 0.63 % 0.24 % SUPPLEMENTAL DATA: Net Assets Applicable to Common Stockholders,End of Period (in thousands)
$ 108,090 $ 92,550 $ 165,807 $ 158,567 $ 143,244 $ 105,853 Liquidation Value of Preferred Stock,End of Period (in thousands)
$ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 Portfolio Turnover Rate 24 % 51 % 62 % 30 % 42 % 52 % PREFERRED STOCK: Total shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 Asset coverage per share $ 133.09 $ 117.55 $ 190.81 $ 183.57 $ 168.24 $ 130.85 Liquidation preference per share $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 Average market value per share (d): $ 22.77 $ 22.89 $ 24.37 $ 24.98 $ 25.38 $ 24.83(a)The 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 reported. 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.(b)Expense ratios based on total average net assets including liquidation value of Preferred Stock were 1.15%, 1.14%, 1.15%, 1.17%, 1.22% and 1.21% for the periods ended June 30, 2009 and December 31, 2008, 2007, 2006, 2005 and 2004, respectively.(c)Expense ratios based on average net assets applicable to Common Stockholders before waiver of fees by the investment adviser would have been 1.59% and 1.39% for the periods ended June 30, 2009 and December 31, 2008; before waiver of fees and after earnings credits would have been 1.59%, 1.39%, 1.31%, 1.36%, 1.48% and 1.53% for the periods ended June 30, 2009 and December 31, 2008, 2007, 2006, 2005 and 2004, respectively.(d) The average of month-end market values during the period that the 6.00% Preferred Stock was outstanding. * To be allocated to net investment income, net realized gains and/or return of capital at year end. ** Annualized. *** Not annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2009 Semiannual Report to Stockholders | 51
Royce Focus TrustNotes to Financial Statements (unaudited)
Summary of Significant Accounting Policies:
Royce Focus 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 March 2, 1988 and Royce & Associates, LLC (Royce) assumed investment management responsibility for the Fund on November 1, 1996.
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 evaluation of subsequent events through August 13, 2009, the issuance date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.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 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 rate as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value under procedures established by the Funds Board of Directors. 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)
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
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 June 30, 2009: Level 1 Level 2 Level 3 Total
Equities
$80,819,017 $21,649,053 $8,575,308 $111,043,378Cash Equivalents
- 23,641,107 - 23,641,107
Level 3 Reconciliation: Change in unrealized Balance as of 12/31/08 appreciation (depreciation) Purchases Balance as of 6/30/09
Equities
$7,285,707 $(11,499) $1,301,100 $8,575,308
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
Notes to Financial Statements (unaudited) (continued)
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 to qualified institutional investors for the purpose
of realizing additional income. Collateral on all securities loaned for the Fund
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.
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:
Effective May 18, 2009, the Fund pays any dividends
and capital gain distributions annually in December on the Funds Common Stock.
Prior to that date, the Fund paid quarterly distributions on the Funds
Common Stock at the annual rate of 5% 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 1.25% of the rolling average or the distribution
required by IRS regulations. Distributions to Preferred Stockholders are accrued
daily and paid quarterly and distributions to Common Stockholders are recorded
on ex-dividend date. Distributable capital gains and/or net investment income are
first allocated to Preferred Stockholder distributions, with any excess allocable
to Common Stockholders. If capital gains and/or net investment income are allocated
to both Preferred and Common Stockholders, the tax character of such allocations
is 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 Royce Funds are allocated by Royce & Associates,
LLC (Royce) under an administration agreement and are included in administrative
and office facilities and legal expenses. 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 299,149 and
864,595 shares of Common Stock as reinvestment of distributions by Common Stockholders
for the six months ended June 30, 2009 and the year ended December 31, 2008,
respectively.
At June 30, 2009, 1,000,000 shares of 6.00% Cumulative Preferred
Stock were outstanding. The Fund, at its option, may redeem the Cumulative Preferred
Stock, in whole or in part, at the redemption price. The Cumulative Preferred Stock
is classified outside of permanent equity (net assets applicable to Common Stockholders)
in the accompanying financial statements in accordance with Emerging Issues Task
Force (EITF) Topic D-98, Classification and Measurement of Redeemable Securities,
that requires preferred securities that are redeemable for cash or other assets
to be classified outside of permanent equity to the extent that the redemption
is at a fixed or determinable price and at the option of the holder or upon
the occurrence of an event that is not solely within the control of the issuer.
Notes to Financial Statements (unaudited) (continued)
The Fund is required to meet certain asset coverage tests with respect to the Cumulative Preferred Stock as required by the 1940 Act. In addition, pursuant to the Rating Agency Guidelines established by Moodys, the Fund is required to maintain a certain discounted asset coverage. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Cumulative Preferred Stock at a redemption price of $25.00 per share, plus an amount equal to the accumulated and unpaid dividends, whether or not declared on such shares, in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Funds ability to pay dividends to Common Stockholders and could lead to sales of portfolio securities at inopportune times. The Fund has met these requirements since issuing the Cumulative Preferred Stock.
Investment Advisory Agreement:
The Investment Advisory Agreement between Royce and the Fund provides for fees to be paid at an annual rate of 1.0% of the Funds average
daily net assets applicable to Common Stockholders plus the liquidation value of Preferred Stock. Royce voluntarily waived a portion of its advisory
fee ($65,753) attributable to issues of the Funds Preferred Stock for those months in which the Funds average annual NAV total return failed to
exceed the applicable Preferred Stocks dividend rate. For the six months ended June 30, 2009, the Fund accrued and paid Royce advisory fees
totaling $531,419.
Purchases and Sales of Investment
Securities:
For the six months ended June 30, 2009, the cost of purchases and proceeds from sales of investment securities, other than short-term securities
and collateral received for securities loaned, amounted to $23,367,841 and $26,744,909, respectively.
Restricted Securities:
Certain of the Funds investments are restricted as to resale and are valued at their fair value under procedures established by the Funds Board of
Directors.
At meetings held on June 10 - 11, 2009,
each of the Funds respective Boards of Directors, including all of the non-interested
directors, approved the continuance of the Investment Advisory Agreements between
Royce & Associates, LLC (R&A) and each of Royce Value Trust,
Royce Micro-Cap Trust and Royce Focus Trust (the Funds). In reaching
these decisions, the Board reviewed the materials provided by R&A, which included,
among other things, information prepared internally by R&A and independently
by Morningstar Associates, LLC (Morningstar) containing detailed expense
ratio and investment performance comparisons for the Funds with other funds in
their peer group, information regarding the past performance of Funds
managed by R&A and a memorandum outlining the legal duties of the Board
prepared by independent counsel to the non-interested directors. R&A also provided
the directors with an analysis of its profitability with respect to providing
investment advisory services to each of the Funds. In addition, the Board took into
account information furnished throughout the year at regular Board meetings,
including reports on investment performance, shareholder services, regulatory
compliance, brokerage commissions and research, brokerage and execution products
and services provided to the Funds. The Board also considered other matters they
deemed important to the approval process such as payments made to R&A or its
affiliates relating to allocation of Fund brokerage commissions, and other direct
and indirect benefits to R&A and its affiliates, from their relationship with
the Funds. The directors also met throughout the year with investment advisory
personnel from R&A. The Board, in its deliberations, recognized that, for many
of the Funds stockholders, the decision to purchase Fund shares included
a decision to select R&A as the investment adviser and that there was a strong
association in the minds of Fund stockholders between R&A and each Fund.
In considering factors relating to the approval of the continuance of the Investment
Advisory Agreements, the non-interested directors received assistance and advice
from, and met separately with, their independent counsel. While the Investment Advisory
Agreements for the Funds were considered at the same Board meetings, the Board
dealt with each agreement separately. Among other factors, the directors considered
the following:
The nature, extent and quality of services provided by R&A:
The Board considered the following factors to be of fundamental importance to
their consideration of whether to approve the continuance of the Funds
Investment Advisory Agreements: (i) R&As more than 35 years of value
investing experience and track record; (ii) the history of long-tenured R&A
portfolio managers managing the Funds; (iii) R&As focus on mid-cap, small-cap
and micro-cap value investing; (iv) the consistency of R&As approach
to managing both the Funds and open-end mutual funds over more than 35 years; (v)
the integrity and high ethical standards adhered to at R&A; (vi) R&As specialized experience in the area of trading small- and micro-cap securities;
(vii) R&As historical ability to attract and retain portfolio management
talent and (viii) R&As focus on stockholder interests as exemplified
by its voluntary fee waiver policy on preferred stock assets in certain circumstances
where the Funds total return performance from the issuance of the preferred
may not exceed the coupon rate on the preferred, and expansive stockholder reporting
and communications. The Board reviewed the services that R&A provides to the
Funds, including, but not limited to, managing each Funds investments in
accordance with the stated policies of each Fund. The Board considered the fact
that during 2009 R&A provided certain administrative services to the Funds
at cost pursuant to the Administration Agreement between the Funds and R&A
which went into effect on January 1, 2008. The Board determined that the services
to be provided to each Fund by R&A would be the same as those it previously
provided to the Funds. They also took into consideration the histories, reputations
and backgrounds of R&As portfolio managers for the Funds, finding that
these would likely have an impact on the continued success of the Funds. Lastly,
the Board noted R&As ability to attract and retain quality and experienced
personnel. The directors concluded that the services provided by R&A to
each Fund compared favorably to services provided by R&A to other R&A
client accounts, including other funds, in both nature and quality, and that
the scope of services provided by R&A would continue to be suitable for each
Fund.
Investment performance of the Funds and R&A: In light of R&As risk-averse approach to investing, the Board believes that risk-adjusted
performance continues to be an appropriate measure of each Funds investment
performance. One measure of risk-adjusted performance the Board has historically
used in their review of the Funds performance is the Sharpe Ratio. The
Sharpe Ratio is a risk-adjusted measure of performance developed by Nobel Laureate
William Sharpe. It is calculated by dividing a funds annualized excess
returns by its annualized standard deviation to determine reward per unit of risk.
The higher the Sharpe Ratio, the better a funds historical risk-adjusted
performance. The Board attaches primary importance to risk-adjusted performance
over relatively long periods of time, typically three, five and ten years. Morningstar
compared each of the Funds risk-adjusted performance to that of its applicable
open-end fund category. Royce Value Trusts Sharpe Ratio placed in the 2nd
quartile within the small blend category assigned by Morningstar for the three-
and five-year periods and the 3rd quartile for the ten-year period ended December 31, 2008. Similarly, Royce Micro-Cap Trusts Sharpe Ratio placed in the middle
quintile, the 3rd quartile and the 2nd quartile within the small blend, growth
or value category assigned by Morningstar for the three-, five- and ten- year
period ended December 31, 2008, respectively. Finally, Royce Focus Trusts Sharpe
Ratio placed in the top quartile within the small growth category assigned by
Morningstar for the three-, five- and ten-year periods ended December 31, 2008.
The Board noted that R&A manages a number of funds that invest in small-cap
and micro-cap issuers, many of which were outperforming the Russell 2000 Index
and their competitors. Although the Board recognized that past performance is not
necessarily an indicator of future results, they found that R&A had the
necessary qualifications, experience and track record in managing small-cap and
micro-cap securities to manage the Funds. The directors determined that R&A
continued to be an appropriate investment adviser for the Funds and concluded that
each Funds performance supported the renewal of its Investment Advisory
Agreement.
Cost of the services provided and profits realized by R&A
from its relationship with each Fund: The Board considered the cost of the services
provided by R&A and profits realized by R&A from its relationship with
each Fund. As part of the analysis, the Board discussed with R&A its methodology
in allocating its costs to each Fund and concluded that its allocations were
reasonable. The Board concluded that R&As profits were reasonable in
relation to the nature and quality of services provided.
The extent to which economies of scale
would be realized as the Funds grow and whether fee levels would reflect such economies
of scale: The Board considered whether there have been economies of scale
in respect of the management of the Funds, whether the Funds have appropriately
benefited from any economies of scale and whether there is potential for realization
of any further economies of scale. The Board noted the time and effort involved
in managing portfolios of small- and micro-cap stocks and that they did not involve
the same efficiencies as do portfolios of large cap stocks. The Board concluded
that the current fee structure for each Fund was reasonable, and that no changes
were currently necessary.
Comparison of services to be rendered and fees to
be paid to those under other investment advisory contracts, such as contracts of
the same and other investment advisers or other clients: The Board reviewed
the investment advisory fee paid by each Fund and compared both the services to
be rendered and the fees to be paid under the Investment Advisory Agreements
to other contracts of R&A and to contracts of other investment advisers with
registered investment companies investing in small- and micro-cap stocks, as
provided by Morningstar. The Board noted that, in the case of Royce Value Trust,
the 1.00% basic fee that is subject to adjustment up or down (up to 0.50% in
either direction) based on the Funds performance versus the S&P 600 SmallCap
Index over rolling periods of 60 months. The fee is charged on average net assets
over those rolling periods. As a result, in a rising market, the fee will be smaller
than a fee calculated on the current years average net assets, and visa
versa. The Board determined that the performance adjustment feature continued to
serve as an appropriate incentive to R&A to manage the Fund for the benefit
of its long-term common stockholders. The Board noted that R&A had also agreed
to waive its management fee on Fund assets in an amount equal to the liquidation
preference of the Funds outstanding preferred stock if the Funds total
return from issuance of the preferred on such amount is less than the preferreds coupon rate. The Board also noted that the fee arrangement, which also includes
a provision for no fee in periods where the Funds trailing three-year performance
is negative, requires R&A to measure the Funds performance monthly against
the S&P 600, an unmanaged index. Instead of receiving a set fee regardless
of its performance, R&A is penalized for poor performance. The Board noted
that if the Funds expense ratio were based on total average net assets
including net assets applicable to Preferred Stock, it would place in the middle
quintile of its Morningstar-assigned open-end peer group.
In the case of Royce Micro-Cap Trust, the directors noted that the Fund has a 1.00% basic fee subject
to adjustment up or down based on the Funds performance versus the Russell
2000 Index over rolling 36-month periods. The fee is charged on average net assets
over those rolling periods. As a result, in a rising market, the fee will be
smaller than a fee calculated on the current years average net assets, and
visa versa. The Board determined that the performance adjustment feature continued
to serve as an incentive to R&A to manage the Fund for the benefit of its long-term
stockholders. The Board also noted R&As voluntarily waiver of its
fee on the liquidation value of the outstanding preferred stock in circumstances
where the Funds total return performance from the issuance of the preferred
is less than the coupon rate on the preferred for each month during the year. The
Board noted that if the Funds expense ratio were based on total average
net assets including net assets applicable to Preferred Stock, it would rank in
the first quartile when compared to its Morningstar-assigned open-end peer group.
Finally, in the case of Royce Focus Trust, the Board noted that R&A had
agreed to waive its management fee on the liquidation value of outstanding preferred
stock if the Funds total return from issuance of the preferred is less than
the preferreds coupon rate. The Board noted that if the Funds expense
ratio were based on total average net assets including net assets applicable
to Preferred Stock, it would place in the 2nd quartile of its Morningstar-assigned
open-end peer group.
The Board also considered fees charged by R&A to
institutional and other clients and noted that the Funds base advisory fees
compared favorably to those other accounts.
The entire Board, including all
the non-interested directors, approved the renewal of the existing Investment Advisory
Agreements, concluding that a contract renewal on the existing terms was in the
best interest of the stockholders of each Fund and that each investment advisory
fee rate was reasonable in relation to the services provided.
Item 2. Code(s) of Ethics. Not applicable to this semi-annual report.
Item 3. Audit Committee Financial Expert. Not applicable to this semi-annual report.
Item 4. Principal Accountant Fees and Services. Not applicable to this semi-annual report.
Item 5. Audit Committee of Listed Registrants. Not applicable to this semi-annual report.
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. Not applicable to this semi-annual report.
(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest Not applicable to this semi-annual report. See response to Item 8(b) below relating to changes to Portfolio Managers since Form N-CSR for the period ended December 31, 2008 was filed on March 6, 2009. Also, disclosure relating to Conflicts of Interest included in Form N-CSR for the period ended December 31, 2008, as filed on March 6, 2009, is replaced with the following (information as of June 30, 2009):
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 Royce Value Trust) is based, in part, on performance-based fee revenues. The Registrant and Royce Value Trust pay Royce a fulcrum fee that is adjusted up or down depending on the performance of the Fund relative to its benchmark index. In addition, five other registered investment company accounts, Royce Select Fund I, Royce Select Fund II, Royce Global Select Fund, Royce SMid-Cap Select Fund and Royce Asia-Pacific Select Fund, each pay Royce a performance-based fee.
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 and micro cap security in 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 Not applicable to this semi-annual report. Disclosure relating to Portfolio Manager Compensation included in Form N-CSR for the period ended December 31, 2008, as filed on March 6, 2009, is replaced with the following (information as of June 30, 2009):
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 Royce Value Trust 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 and 5-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, 2008 there were 344 such Funds tracked by Morningstar) and the 5-year absolute returns of such accounts relative to 5-year U.S. Treasury Notes. The Performance-Related Variable Compensation applicable to non-registered investment company accounts managed by a Portfolio Manager, and to Royce Select Funds, is not subject to performance-related adjustment.
Payment of the Performance-Related Variable Compensation may be deferred as described below, 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, Co-Chief Investment Officer and President of The Royce Funds.
(a)(4) Dollar Range of Equity Securities in Registrant Beneficially Owned by Portfolio Manager - Not applicable to this semi-annual report. See response to Item 8(b) below relating to changes to Portfolio Managers since Form N-CSR for the period ended December 31, 2008 was filed on March 6, 2009.
(b) Effective May 1, 2009, Jenifer Taylor is no longer an Assistant Portfolio Manager of the Registrant. As a result, references to Ms. Taylor in Form N-CSR for the period ended December 31, 2008, as filed on March 6, 2009, in response to Items 8(a)(1), 8(a)(2) and 8(a)(4) are no longer 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) No applicable to this semi-annual report.
(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 MICRO-CAP TRUST, INC.Date: September 3, 2009
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 MICRO-CAP TRUST, INC. ROYCE MICRO-CAP TRUST, INC. BY: /s/ Charles M. Royce BY: /s/ John D. Diederich Charles M. Royce John D. Diederich President Chief Financial Officer Date: September 3, 2009 Date: September 3, 2009