UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIESInvestment Company Act File Number: 811-04875
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
New York, NY 10151
745 Fifth Avenue
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, 2015 December 31, 2015
Item 1. Reports to Shareholders.
DECEMBER 31, 2015 2015 Annual Review and Report to Stockholders Royce Global Value Trust Royce Micro-Cap Trust Royce Value Trust roycefunds.com
A Few Words on Closed-End Funds
Royce & Associates, LLC manages three closed-end funds: Royce Value Trust, which invests primarily in small-cap securities; Royce Micro-Cap Trust, which invests primarily in micro-cap securities; and Royce Global Value Trust, which invests in both U.S. and non-U.S. small-cap stocks. A closed-end fund is an investment company whose shares are listed and traded on a stock exchange. Like all investment companies, including open-end mutual funds, the assets of a closed-end fund are professionally managed in accordance with the investment objectives and policies approved by the funds Board of Directors. A closed-end fund raises cash for investment by issuing a fixed number of shares through initial and other public offerings that may include shelf offerings and periodic rights offerings. Proceeds from the offerings are invested in an actively managed portfolio of securities. Investors wanting to buy or sell shares of a publicly traded closed-end fund after the offerings must do so on a stock exchange, as with any publicly traded stock. Shares of closed-end funds frequently trade at a discount to their net asset value. This is in contrast to open-end mutual funds, which sell and redeem their shares at net asset value on a continuous basis.
This page is not part of the 2015 Annual Report to Stockholders
Table of Contents Annual Review Letter to Our Stockholders 2 Performance 5 Annual Report to Stockholders Managers Discussions of Fund PerformanceRoyce Global Value Trust
6Royce Micro-Cap Trust
8Royce Value Trust
10 History Since Inception 12 Distribution Reinvestment and Cash Purchase Options 14 Schedules of Investments and Other Financial StatementsRoyce Global Value Trust
15Royce Micro-Cap Trust
29Royce Value Trust
44 Directors and Officers 61 Notes to Performance and Other Important Information 62 Results of Stockholders Meeting 64
This page is not part of the 2015 Annual Report to Stockholders
Letter to Our Stockholders
GOODBYE TO ALL THAT
2 | This page is not part of the 2015 Annual Report to Stockholders
Equity Indexes As of December 31, 2015 (%) The Calendar Year Was a Wild Ride To Nowhere2015 saw single-digit losses for a number of global and domestic indexes. The important exceptions to these mostly modest equity declines came from U.S. large-caps, the Nasdaq Composite, international small-caps, and European issues (especially small-caps).Longer-Term PerspectiveReturns Moving Lower Toward More Historically Typical LevelsThree- and five-year returns remained higher than their long-term rolling averages but were down noticeably from where they were for the same periods through 6/30/15. Large-cap led for the three- and five-year periods ended 12/31/15, followed for both periods by the Russell Midcap, Russell Microcap, and Russell 2000. The Russell 2000 Growth outpaced the Russell 2000 Value for the three- and five-year periods ended 12/31/15.
1-YR 3-YR 5-YR 10-YR Russell 2000 -4.41 11.65 9.19 6.80 Russell 2000 Value -7.47 9.06 7.67 5.57 Russell 2000 Growth -1.38 14.28 10.67 7.95 S&P 500 1.38 15.13 12.57 7.31 Russell 1000 0.92 15.01 12.44 7.40 Nasdaq Composite 5.73 18.37 13.55 8.55 Russell Midcap -2.44 14.18 11.44 8.00 Russell Microcap -5.16 12.70 9.23 5.13 Russell Global ex-U.S. Small Cap 0.50 4.32 1.87 4.40 Russell Global ex-U.S. Large Cap -5.02 2.07 1.40 3.25 Russell Europe Small Cap 9.37 10.97 6.69 5.76 For details on The Royce Funds performance in the period, please turn to the Managers Discussions that begin on page 8.
This page is not part of the 2015 Annual Report to Stockholders | 3
LETTER TO OUR STOCKHOLDERS
Sincerely,
Charles M. Royce Christopher D. Clark Francis D. Gannon Chief Executive Officer, President and Co-Chief Investment Officer, Co-Chief Investment Officer, Royce & Associates, LLC Royce & Associates, LLC Royce & Associates, LLC January 31, 2016
4 | This page is not part of the 2015 Annual Report to Stockholders
Performance
NAV Average Annual Total Returns As of December 31, 2015 (%) SINCE INCEPTION 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR INCEPTION DATE Royce Global Value Trust -3.44 N/A N/A N/A N/A N/A N/A -3.21 10/17/13 Royce Micro-Cap Trust -11.72 9.73 7.43 6.12 9.30 10.01 N/A 10.33 12/14/93 Royce Value Trust -8.09 7.51 5.22 5.19 7.57 9.30 11.12 10.03 11/26/86 INDEX Russell 2000 Index -4.41 11.65 9.19 6.80 7.28 8.03 10.50 N/A N/A Russell Microcap Index -5.16 12.70 9.23 5.13 7.99 N/A N/A N/A N/A Russell Global Small Cap Index -1.78 6.91 4.35 5.10 7.65 N/A N/A N/A N/A
Important Performance and Risk InformationAll performance information in this Review and Report reflects past performance, is presented on a total return basis, net of the Funds investment advisory fee, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Investment return and principal value of an investment will fluctuate, so that shares may be worth more or less than their original cost when sold. Current performance may be higher or lower than performance quoted. Current month-end performance may be obtained at www.roycefunds.com. The Funds are closed-end registered investment companies whose respective shares of common stock may trade at a discount to the net asset value. Shares of each Funds common stock are also subject to the market risk of investing in the underlying portfolio securities held by each Fund. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12, as well as 12/31/14, for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. All indexes referenced are unmanaged and capitalization-weighted. Each indexs returns include net reinvested dividends and/or interest income. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Russell Investment Group. The Russell 2000 Index is an index of domestic small-cap stocks that measures the performance of the 2,000 smallest publicly traded U.S. companies in the Russell 3000 Index. The Russell Microcap Index includes 1,000 of the smallest securities in the small-cap Russell 2000 Index, along with the next smallest eligible securities as determined by Russell. The Russell Global Small Cap Index is an unmanaged, capitalization-weighted index of global small-cap stocks. The performance of an index does not represent exactly any particular investment, as you cannot invest directly in an index. Index returns include net reinvested dividends and/or interest income. Royce Value, Micro-Cap and Global Value Trust shares of common stock trade on the NYSE. Royce Fund Services, Inc (RFS) is a member of FINRA and has filed this Review and Report with FINRA on behalf of each Fund. RFS is not an underwriter or distributor of any of the Funds.This page is not part of the 2015 Annual Report to Stockholders | 5
MANAGERS DISCUSSION Royce Global Value Trust (RGT)
Chuck Royce FUND PERFORMANCE
Royce Global Value Trust (NYSE: RGT) fell 3.4% on an NAV (net asset value) basis and lost 6.1% on a market price basis in 2015, lagging its unleveraged benchmark, the Russell Global Small Cap Index, which declined 1.8% for the same period. The Fund struggled on a relative basis through much of the year. For the year-to-date period ended June 30, 2015, RGT gained 5.6% on an NAV basis and 3.4% on a market price basis versus a gain of 6.4% for the Russell Global Small Cap for the same period. Stocks then suffered a sweeping correction in the third quarter, with many global and domestic indexes enduring double-digit losses. The Fund underperformed in the third quarter, down 12.4% on an NAV basis and 15.6% on a market price basis versus a decline of 11.6% for the Russell Global Small Cap Index. During the fourth quarter, RGT participated fully when stocks first rebounded in October, slipped behind its benchmark in November, and held its value better when markets turned down again in December. For the fourth quarter as a whole, the Fund increased 4.3% based on NAV and advanced 7.7% based on market price while the Russell Global Small Cap rose 4.4%.
WHAT WORKED... AND WHAT DIDNT In many cases, the most important factor for our holdings was what did not happeneconomies across the globe failed to accelerate with the kind of speed that would drive investors toward the more cyclical areas where we have been most actively investing. This effect was particularly noticeable for holdings in Materials, Information Technology, and Energythree economically sensitive sectors that also posted the most significant net losses in 2015. A certain pace of growth must be present to key more robust performance for many cyclical businesses, and we simply did not see enough of it in 2015. Against this backdrop, we continued to focus on companies that in our analyses showed a combination of attractive valuation, balance sheet strength, and/or promising growth prospects.
Net losses for the Information Technology sector were spread across a number of positions and industry groups. The largest net losses for the latter came from software, electronic equipment, instruments & components, and semiconductors & semiconductor equipment companies. However, the portfolios most significant detractor at the industry level was the metals & mining group. On the positive side, Health Care made a notable positive contribution, driven by strong net gains in the health care equipment & supplies group.
At the position level, New World Department Store China posted the largest net losses, its sales slowed by the decelerating economy on the mainland. We held a small position at year-end. Dundee Corporation is a holding company based in Toronto that is involved in investment advisory, corporate finance, energy, resources, agriculture, real estate, and infrastructure. The company also holds investment portfolios in these areas. Its stock was hurt by significant exposure to the weakened commodity markets in 2015. Liking its long-term prospects, we built our stake in 2015. We acted similarly, though on a larger scale, with top-10 holding Genworth MI Canada. Shares of this residential mortgage insurer often move with energy prices, and ongoing concerns about mortgage losses in the energy-dominated western Canada continued to push its price down. True to our contrarian nature, we suspect the bulk of those losses have already been priced in.
RGTs top contributor was Japans Relo Holdings, which provides corporate fringe benefit outsourcing services, including maintenance and management services for expatriates homes. We like its niche business, history of raising dividends, and steady company growth throughout 2015. We took gains at various times through the year. Italys DeLonghi owns a collection of consumer brands in the domestic appliance market, such as coffee makers, food processors, electric ovens, kettles, toasters, and more. Growing revenues and expanding margins, driven in part by the increasing popularity of its home espresso machines, helped draw investors to its shares. We held a good-sized position at year-end.
On a relative basis, the Fund was hurt most by Information Technology, mostly by ineffective stock selection in the software and semiconductors & semiconductor equipment industries. Conversely, stock selection was a strength both in Industrials and Health Care versus the Russell Global Small Cap.
Top Contributors to Performance
For 2015(%)1 Relo Holdings 0.70 DeLonghi 0.58 Santen Pharmaceutical 0.45 Value Partners Group 0.41 VZ Holding 0.38 1 Includes dividends
Top Detractors from Performance
For 2015(%)2 New World Department Store China -0.68 Dundee Corporation Cl. A -0.55 Genworth MI Canada -0.47 Stallergenes -0.40 Coronation Fund Managers -0.34 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK We expect reversals in a number of trends that should help benefit many portfolio holdings over the next few years. Our own research and regular meetings with confident management teams have made us comfortable with a contrarian, pro-cyclical bias for the portfolio. Moreover, we suspect that the protracted leadership of growth over value stocks is likely to reverse in 2016 and that companies with better balance sheets will do well in an environment of elevated corporate bond spreads. We also expect the combined effects of these reversals to put the markets focus squarely on the attributes we emphasize, which we think are overdue for recovery.
6 | 2015 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RGT NAV XRGTX
Performance Average Annual Total Return (%) Through 12/31/15 JUL-DEC 20151 1-YR SINCE INCEPTION (10/17/13) RGT (NAV) -8.58 -3.44 -3.21 1Not Annualized
Market Price Performance History Since Inception (10/17/13)Cumulative Performance of Investment11-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (10/17/13) RGT -6.1% N/A N/A N/A N/A -14.3% 1Reflects the cumulative performance experience of a continuous common stockholder who purchased one share at inception ($8.975 IPO) and reinvested all distributions.2Reflects the actual month-end market price movement of one share as it has traded on NYSE.
The Morningstar Style Map is the Morningstar Style BoxTM with the center 75% of fund holdings plotted as the Morningstar Ownership ZoneTM The Morningstar Style Box is designed to reveal a funds investment strategy. The Morningstar Ownership Zone provides detail about a portfolios investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a fund's ownership zone may vary. See page 58 for additional information.
Top 10 Positions % of Net Assets Santen Pharmaceutical 1.8 Consort Medical 1.7 Virbac 1.7 Mayr-Melnhof Karton 1.7 Clarkson 1.7 Genworth MI Canada 1.6 VZ Holding 1.6 Spirax-Sarco Engineering 1.5 Shimano 1.5 Relo Holdings 1.4
Portfolio Sector Breakdown % of Net Assets Industrials 24.3 Financials 23.4 Information Technology 16.7 Consumer Discretionary 14.8 Health Care 12.4 Materials 10.4 Energy 2.7 Consumer Staples 2.3 Outstanding Line of Credit, Net of Cash and Cash Equivalents -7.0
Calendar Year Total Returns (%) YEAR RGT 2015 -3.4 2014 -6.2
Portfolio Country Breakdown1,2 % of Net Assets United Kingdom 15.2 Japan 15.0 United States 12.7 Canada 8.5 France 8.1 Switzerland 7.1 Hong Kong 5.7 Germany 5.7 1Represents countries that are 3% or more of net assets.2Securities are categorized by the country of their headquarters.
Portfolio Diagnostics Fund Net Assets $91 million Number of Holdings 272 Turnover Rate 65% Net Asset Value $8.81 Market Price $7.45 Net Leverage1 7% Average Market Capitalization2 $1,367 million Weighted Average P/E Ratio3,4 18.7x Weighted Average P/B Ratio3 2.3x Active Share5 97% 1Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets.2Geometric Average. This weighted calculation uses each portfolio holdings market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolios center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median.3Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks.4The Funds P/E ratio calculation excludes companies with zero or negative earnings (7% of portfolio holdings as of 12/31/15).5Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Important Performance and Risk InformationAll performance information reflects past performance, is presented on a total return basis, net of the Funds investment advisory fee, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the most recent month-end may be obtained at www.roycefunds.com. The market price of the Funds shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund invests primarily in securities of small- and micro-cap companies, which may involve considerably more risk than investments in securities of larger-cap companies. The Funds broadly diversified portfolio does not ensure a profit or guarantee against loss. From time to time, the Fund may invest a significant portion of its net assets in foreign securities, which may involve political, economic, currency and other risks not encountered in U.S. investments. Regarding the Top Contributors and Top Detractors tables shown on page 10, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Funds year-to-date performance for 2015.
2015 Annual Report to Stockholders | 7
MANAGERS DISCUSSION Royce Micro-Cap Trust (RMT)
Chuck Royce FUND PERFORMANCE
Royce Micro-Cap Trust (NYSE: RMT) was down 11.7% on an NAV (net asset value) basis and fell 16.1% on a market price basis in 2015. These results trailed those for each of its unleveraged benchmarks, the small-cap Russell 2000 Index, which lost 4.4%, and the Russell Microcap Index, which declined 5.2% for the same period. The Fund struggled versus its benchmarks throughout the year. For the year-to-date period ended June 30, 2015, RMT was down 0.5% on an NAV basis and fell 4.2% based on its market price while the Russell 2000 Index gained 4.8% and the Russell Microcap Index increased 6.0% for the same period. During the widespread correction in the third quarter, the Fund lost 13.8% on an NAV basis and lost 14.0% on a market price basis, compared to declines of 11.9% for the Russell 2000 and 13.8% for the Russell Microcap. Stock prices then revived somewhat in the fourth quarter, when RMT increased 2.9% on an NAV basis and 1.8% on a market price basis versus respective gains of 3.6% and 3.7% for the Russell 2000 and Microcap Indexes.For a sense of how challenging the year was for small and micro-cap stocks (and the active managers who pick them), consider that the Russell 2000 lost 10.1% on an equal-weighted basis in 2015. This shows just how hard it was to find stocks that grew appreciably by year-end, especially in the more economically sensitive, cyclical areas of the market that have been our primary focus over the last few years. In this climate, we continued to focus on companies that in our analyses showed a combination of attractive valuation, balance sheet strength, and/or promising growth prospects. The Fund outperformed the Russell 2000 on an NAV basis for the 15-, 20-year, and since inception (12/14/93) periods ended December 31, 2015 while also beating the Russell Microcap on an NAV basis for the 10- and 15-year periods ended December 31, 2015. (Returns for the Russell Microcap only go back to 2000.) RMTs average annual NAV total return since inception was 10.3%.
WHAT WORKED... AND WHAT DIDNT
Seven of the portfolios 10 sectors were in the red at year-end (versus eight of 10 in negative territory for the Russell 2000). Financials detracted most by a wide margin, hampered mostly by net losses in the capital markets industry. This group includes asset managers, a business we believe we know well and in which we have many years of investment experience. So while we were disappointed in overall results for the group in 2015, we nonetheless think highly of both the recovery potential and long-term prospects for our holdings in the industry. Two of RMTs five biggest detractors came from that group. Dundee Corporation is a holding company based in Toronto that is involved in investment advisory, corporate finance, energy, resources, agriculture, real estate, and infrastructure. The company also holds investment portfolios in these areas. Its stock was hurt by significant exposure to the weakened commodity markets in 2015. Based in Greenwich, CT., Fifth Street Asset Management is a credit-focused asset manager that also specializes in providing credit solutions to small- and mid-sized businesses. The volatile market of the second half challenged its business and slowed revenues. We built positions in both companies through much of the year.
Industrials was also a sore spot in 2015, with net losses coming from several industry groups. It is a large and highly diverse sectorhome to RMTs two biggest contributorsFrontier Services Group and Integrated Electrical Services, and its second-largest detractor, Universal Truckload Services. Frontier Services Group is a Hong Kong-based company with a base of operations in Nairobi that provides logistical services in Africa and benefited in part from the investor perception that asset growth can help fund FSGs plan to expand its logistics network.How do the Plans work for registered stockholders?The largest detractor to relative performance versus the Russell 2000 on a sector basis in 2015 was Financials. Several developments negatively impacted results, including an underweight in banks, an overweight and poor stock selection in capital markets, and ineffective stock picking in the consumer finance and diversified financial services industries. Information Technology, where we were hurt by stock selection misses in the Internet software & services industry, also detracted from calendar-year results relative to the small-cap index. We received a relative advantage from our underweight in Energy as well as modest stock selection success in Health Care and Industrials.
Top Contributors to Performance
For 2015 (%)1 Frontier Services Group 0.59 Integrated Electrical Services 0.54 Diamond Hill Investment Group 0.34 Envivio 0.32 Hackett Group (The) 0.28 1 Includes dividends
Top Detractors from Performance
For 2015 (%)2 Dundee Corporation Cl. A -0.43 Universal Truckload Services -0.41 Fifth Street Asset Management Cl. A -0.39 Qumu Corporation -0.38 LeapFrog Enterprises Cl. A -0.35 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK
We expect reversals in a number of trends that should help benefit many portfolio holdings over the next few years. Our own research and regular meetings with confident management teams have made us comfortable with a contrarian, pro-cyclical bias for the portfolio. Moreover, we suspect that the protracted leadership of growth over value stocks is likely to reverse in 2016 and believe that companies with better balance sheets will do well in an environment of elevated corporate bond spreads. We also expect the combined effects of these reversals to put the markets focus squarely on the attributes we emphasize, which we think are overdue for recovery.
8 | 2015 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RMT NAV XOTCX
Performance Average Annual Total Return (%) Through 12/31/15 JUL-DEC 20151 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (12/14/93) RMT (NAV) -11.26 -11.72 9.73 7.43 6.12 9.30 10.01 10.33 1 Not Annualized
Market Price Performance History Since Inception (12/14/93) Cumulative Performance of Investment1 1-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (12/14/93) RMT -16.1% 39.9% 41.1% 277.1% 533.4% 616.8% 1 Reflects the cumulative performance experience of a continuous common stockholder who purchased one share at inception ($7.50 IPO), reinvested all distributions and fully participated in the primary subscription of the Funds 1994 rights offering. 2 Reflects the actual month-end market price movement of one share as it has traded on NYSE and, prior to 12/1/03, on the Nasdaq.
The Morningstar Style Map is the Morningstar Style BoxTM with the center 75% of fund holdings plotted as the Morningstar Ownership ZoneTM. The Morningstar Style Box is designed to reveal a funds investment strategy. The Morningstar Ownership Zone provides detail about a portfolios investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a funds ownership zone may vary. See page 58 for additional information.
Top 10 Positions % of Net Assets Integrated Electrical Services 2.0 SurModics 1.8 Seneca Foods 1.3 Atrion Corporation 1.2 Zealand Pharma 1.1 Newport Corporation 1.0 Orbotech 0.9 Care.com 0.9 Cross Country Healthcare 0.9 FRP Holdings 0.9
Portfolio Sector Breakdown % of Net Assets Information Technology 26.2 Financials 18.6 Industrials 16.1 Health Care 16.1 Consumer Discretionary 15.1 Materials 5.6 Consumer Staples 3.0 Energy 2.7 Utilities 0.3 Telecommunication Services 0.1 Miscellaneous 4.9 Preferred Stock 0.4 Outstanding Line of Credit, Net of Cash and Cash Equivalents -9.1
Calendar Year Total Returns (%) YEAR RMT 2015 -11.7 2014 3.5 2013 44.5 2012 17.3 2011 -7.7 2010 28.5 2009 46.5 2008 -45.5 2007 0.6 2006 22.5 2005 6.8 2004 18.7 2003 55.5 2002 -13.8 2001 23.4
Portfolio Diagnostics Fund Net Assets $312 million Number of Holdings 358 Turnover Rate 39% Net Asset Value $8.59 Market Price $7.26 Net Leverage1 9% Average Market Capitalization2 $306 million Weighted Average P/E Ratio3,4 17.3x Weighted Average P/B Ratio3 1.6x Active Share5 95% U.S. Investments (% of Net Assets) 92.6% Non-U.S. Investments (% of Net Assets) 16.5% 1Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets.2 Geometric Average. This weighted calculation uses each portfolio holdings market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolios center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median. 3Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks.4The Funds P/E ratio calculation excludes companies with zero or negative earnings (28% of portfolio holdings as of 12/31/15).5Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Important Performance and Risk Information All performance information reflects past performance, is presented on a total return basis, net of the Funds investment advisory fee, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the most recent month-end may be obtained at www.roycefunds.com. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12 and 12/31/14 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. The market price of the Funds shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund normally invests in micro-cap companies, which may involve considerably more risk than investments in securities of larger-cap companies. The Funds broadly diversified portfolio does not ensure a profit or guarantee against loss. From time to time, the Fund may invest a significant portion of its net assets in foreign securities, which may involve political, economic, currency and other risks not encountered in U.S. investments. Regarding the Top Contributors and Top Detractors tables shown on page 8, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Funds year-to-date performance for 2015.
2015 Annual Report to Stockholders | 9
MANAGERS DISCUSSION Royce Value Trust (RVT)
Chuck Royce
FUND PERFORMANCE Royce Value Trust (NYSE: RVT) fell 8.1% on an NAV (net asset value) basis and 9.6% on a market price basis in 2015, behind both of its unleveraged small-cap benchmarks. For the same period, the Russell 2000 was down 4.4% while the S&P SmallCap 600 slid 2.0%. For the year-to-date period ended June 30, 2015, RVT gained 1.7% on an NAV basis and 0.3% based on its market price versus respective gains of 4.8% and 4.2% for the Russell 2000 and S&P SmallCap 600. The third quarter saw a significant correction for equities. In this challenging environment, the Fund was down 12.4% on an NAV basis and 14.6% on a market price basis. For the same period, the Russell 2000 fell 11.9% and the S&P SmallCap 600 was down 9.3%. Stocks then rallied in the fourth quarter through most of October and November. For the quarter as a whole, RVT advanced 3.2% based on NAV and 5.6% based on market price while the Russell 2000 increased 3.6% and the S&P SmallCap 600 rose 3.7%.
For a sense of how challenging the year was for small-cap stocks (and the active managers who pick them), consider that the Russell 2000 lost 10.1% on an equal-weighted basis in 2015. This shows just how hard it was to find stocks that grew appreciably by year-end, especially in the more economically sensitive, cyclical areas of the market that have been our primary focus over the last few years. In this climate, we continued to focus on companies that in our analyses showed a combination of attractive valuation, balance sheet strength, and/or promising growth prospects. On an NAV and market price basis, the Fund outperformed the Russell 2000 for the 15-, 20-, 25-year, and since inception (11/26/86) periods ended December 31, 2015 while trailing the S&P SmallCap 600. RVTs average annual NAV total return for the since inception period was 10.0%. WHAT WORKED... AND WHAT DIDNT Six of the Funds 10 equity sectors finished the year in negative territory, which compares favorably to the eight of 10 detracting sectors in the Russell 2000. Industrials, where we were substantially overweight at the end of 2015, detracted most on an absolute basis. It also hurt relative performance, but our disadvantage resulted from greater exposure to the sectorstock selection was a net positive versus the benchmark. On an industry level, the sectors largest net losses in Industrials came from machinery stocks, which was also a significant overweight. Long-time holding Kennametal makes tools and tooling systems, focusing on the metalworking, mining, oil, and energy industries, all of which faced sluggish industry conditions in 2015.The Financials, Energy, Information Technology, Consumer Discretionary, and Materials sectors also posted notable net losses. At the industry level, significant detractors other than machinery included electronic equipment, instruments & components, energy equipment & services, and capital markets. Slumping commodity prices and slowing industrial activity on a near-global scale were major factors behind poor performance for these areas. Modest net gains came from Health Care and Consumer Staples.At the position level, RVTs biggest detractor was Dundee Corporation, a holding company based in Toronto that is involved in investment advisory, corporate finance, energy, resources, agriculture, real estate, and infrastructure. The Company also holds investment portfolios in these areas. Its stock was hurt by its large exposure to the commodity markets. Confident in its long-term potential, we added shares in 2015. We did the same with our position in Tejon Ranch. Based in Lebec, CA., Tejon is a diversified real estate development and agribusiness company that is also one of the largest private landowners in the Golden State. Reduced revenues in its commodity-based farming and mineral resources businesses, as well as increased expenses across several business units, drove investors away from its shares.
The largest detractor to relative performance on a sector basis in 2015 was Information Technology, where poor stock selection in the electronic equipment, instruments & components and semiconductors & semiconductor equipment industries hurt most. The combination of an underweight in banks, an overweight in capital markets, and poor stock selection in insurance all hampered relative results in Financials. Health Cares modest net gain in the portfolio was mitigated by our significant underweight in the sector (particularly in biotech)it detracted from results relative to the Russell 2000. We were pleased, however, with our stock-picking strength in Materials and Consumer Discretionarytwo highly challenged sectors in which we sought to high-grade positions in 2015.
Top Contributors to Performance
For 2015 (%)1 Hackett Group (The) 0.59 American Woodmark 0.35 On Assignment 0.30 MarketAxess Holdings 0.30 John Bean Technologies 0.24 1 Includes dividends
Top Detractors from Performance
For 2015 (%)2 Dundee Corporation Cl. A -0.37 Tejon Ranch -0.28 Kennametal -0.25 Greenlight Capital Re Cl. A -0.25 UTi Worldwide -0.25 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK
We expect reversals in a number of trends that should help benefit many portfolio holdings over the next few years. Our own research and regular meetings with confident management teams have made us comfortable with a contrarian, pro-cyclical bias for the portfolio. Moreover, we suspect that the protracted leadership of growth over value stocks is likely to reverse in 2016 and believe that companies with better balance sheets will do well in an environment of elevated corporate bond spreads. We also expect the combined effects of these reversals to put the markets focus squarely on the attributes we emphasize, which we think are overdue for recovery.
10 | 2015 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RVT NAV XRVTX
Performance Average Annual Total Return (%) Through 12/31/15 JUL-DEC 20151 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR SINCE INCEPTION (11/26/86) RVT (NAV) -9.62 -8.09 7.51 5.22 5.19 7.57 9.30 11.12 10.03 1 Not Annualized
Market Price Performance History Since Inception (11/26/86) Cumulative Performance of Investment through 12/31/151 1-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (11/26/86) RVT -9.6% 28.8% 35.3% 198.7% 489.3% 1221.7%
1 Reflects the cumulative performance of an investment made by a stockholder who purchased one share at inception ($10.00 IPO), reinvested all distributions and fully participated in primary subscriptions of the Funds rights offerings. 2 Reflects the actual month-end market price movement of one share as it has traded on the NYSE.
The Morningstar Style Map is the Morningstar Style BoxTM with the center 75% of fund holdings plotted as the Morningstar Ownership ZoneTM. The Morningstar Style Box is designed to reveal a funds investment strategy. The Morningstar Ownership Zone provides detail about a portfolios investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a funds ownership zone may vary. See page 58 for additional information.
Top 10 Positions % of Net Assets HEICO Corporation 1.1 Nautilus 1.0 Hackett Group (The) 1.0 Ash Grove Cement Cl. B 1.0 SEI Investments 1.0 On Assignment 1.0 Woodward 1.0 Coherent 1.0 MarketAxess Holdings 0.9 Reliance Steel & Aluminum 0.9
Portfolio Sector Breakdown % of Net Assets Industrials 28.1 Information Technology 20.7 Financials 19.3 Consumer Discretionary 12.6 Materials 7.6 Health Care 5.2 Energy 3.7 Consumer Staples 2.4 Telecommunication Services 0.5 Utilities 0.1 Miscellaneous 5.0 Outstanding Line of Credit, Net of Cash and Cash Equivalents -5.2
Calendar Year Total Returns (%) YEAR RVT 2015 -8.1 2014 0.8 2013 34.1 2012 15.4 2011 -10.1 2010 30.3 2009 44.6 2008 -45.6 2007 5.0 2006 19.5 2005 8.4 2004 21.4 2003 40.8 2002 -15.6 2001 15.2
Portfolio Diagnostics Fund Net Assets $1,072 million Number of Holdings 493 Turnover Rate 35% Net Asset Value $13.56 Market Price $11.77 Net Leverage1 5% Average Market Capitalization2 $1,166 million Weighted Average P/E Ratio3,4 18.1x Weighted Average P/B Ratio3 1.8x Active Share5 90% U.S. Investments (% of Net Assets) 86.7% Non-U.S. Investments (% of Net Assets) 18.5%
1Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets.2Geometric Average. This weighted calculation uses each portfolio holdings market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolios center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median.3Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks.4The Funds P/E ratio calculation excludes companies with zero or negative earnings (12% of portfolio holdings as of 12/31/15).5Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Important Performance and Risk InformationAll performance information reflects past performance, is presented on a total return basis, net of the Funds investment advisory fee, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the most recent month-end may be obtained at www.roycefunds.com. The market price of the Funds shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund invests primarily in securities of small- and micro-cap companies, which may involve considerably more risk than investing in larger-cap companies. The Funds broadly diversified portfolio does not ensure a profit or guarantee against loss. Regarding the Top Contributors and Top Detractors tables shown on page 6, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Funds year-to date performance for 2015.
2015 Annual Report to Stockholders | 11
History Since Inception
The following table details the share accumulations by an initial investor in the Funds who reinvested all distributions and participated fully in primary subscriptions for each of the rights offerings. Full participation in distribution reinvestments and rights offerings can maximize the returns available to a long-term investor. This table should be read in conjunction with the Performance and Portfolio Reviews of the Funds.
HISTORY AMOUNT INVESTED PURCHASE PRICE1 SHARES NAV VALUE2 MARKET VALUE2 Royce Global Value Trust 10/17/13 Initial Purchase $ 8,975 $ 8.975 1,000 $ 9,780 $ 8,975 12/11/14 Distribution $0.15 7.970 19 9,426 8,193 12/10/15 Distribution $0.10 7.230 14 12/31/15 $ 8,975 1,033 $ 9,101 $ 7,696
Royce Micro-Cap Trust 12/14/93 Initial Purchase $ 7,500 $ 7.500 1,000 $ 7,250 $ 7,500 10/28/94 Rights Offering 1,400 7.000 200 12/19/94 Distribution $0.05 6.750 9 9,163 8,462 12/7/95 Distribution $0.36 7.500 58 11,264 10,136 12/6/96 Distribution $0.80 7.625 133 13,132 11,550 12/5/97 Distribution $1.00 10.000 140 16,694 15,593 12/7/98 Distribution $0.29 8.625 52 16,016 14,129 12/6/99 Distribution $0.27 8.781 49 18,051 14,769 12/6/00 Distribution $1.72 8.469 333 20,016 17,026 12/6/01 Distribution $0.57 9.880 114 24,701 21,924 2002 Annual distribution total $0.80 9.518 180 21,297 19,142 2003 Annual distribution total $0.92 10.004 217 33,125 31,311 2004 Annual distribution total $1.33 13.350 257 39,320 41,788 2005 Annual distribution total $1.85 13.848 383 41,969 45,500 2006 Annual distribution total $1.55 14.246 354 51,385 57,647 2007 Annual distribution total $1.35 13.584 357 51,709 45,802 2008 Annual distribution total $1.193 8.237 578 28,205 24,807 3/11/09 Distribution $0.223 4.260 228 41,314 34,212 12/2/10 Distribution $0.08 9.400 40 53,094 45,884 2011 Annual distribution total $0.533 8.773 289 49,014 43,596 2012 Annual distribution total $0.51 9.084 285 57,501 49,669 2013 Annual distribution total $1.38 11.864 630 83,110 74,222 2014 Annual distribution total $2.90 10.513 1,704 86,071 76,507 2015 Annual distribution total $1.26 7.974 1,256 12/31/15 $ 8,900 8,846 $ 75,987 $ 64,222
1 The purchase price used for annual distribution totals is a weighted average of the distribution reinvestment prices for the year. 2 Values are stated as of December 31 of the year indicated, after reinvestment of distributions, other than for initial purchase. 3 Includes a return of capital.
12 | 2015 Annual Report to Stockholders
HISTORY AMOUNT INVESTED PURCHASE PRICE1 SHARES NAV VALUE2 MARKET VALUE2 Royce Value Trust 11/26/86 Initial Purchase $ 10,000 $ 10.000 1,000 $ 9,280 $ 10,000 10/15/87 Distribution $0.30 7.000 42 12/31/87 Distribution $0.22 7.125 32 8,578 7,250 12/27/88 Distribution $0.51 8.625 63 10,529 9,238 9/22/89 Rights Offering 405 9.000 45 12/29/89 Distribution $0.52 9.125 67 12,942 11,866 9/24/90 Rights Offering 457 7.375 62 12/31/90 Distribution $0.32 8.000 52 11,713 11,074 9/23/91 Rights Offering 638 9.375 68 12/31/91 Distribution $0.61 10.625 82 17,919 15,697 9/25/92 Rights Offering 825 11.000 75 12/31/92 Distribution $0.90 12.500 114 21,999 20,874 9/27/93 Rights Offering 1,469 13.000 113 12/31/93 Distribution $1.15 13.000 160 26,603 25,428 10/28/94 Rights Offering 1,103 11.250 98 12/19/94 Distribution $1.05 11.375 191 27,939 24,905 11/3/95 Rights Offering 1,425 12.500 114 12/7/95 Distribution $1.29 12.125 253 35,676 31,243 12/6/96 Distribution $1.15 12.250 247 41,213 36,335 1997 Annual distribution total $1.21 15.374 230 52,556 46,814 1998 Annual distribution total $1.54 14.311 347 54,313 47,506 1999 Annual distribution total $1.37 12.616 391 60,653 50,239 2000 Annual distribution total $1.48 13.972 424 70,711 61,648 2001 Annual distribution total $1.49 15.072 437 81,478 73,994 2002 Annual distribution total $1.51 14.903 494 68,770 68,927 1/28/03 Rights Offering 5,600 10.770 520 2003 Annual distribution total $1.30 14.582 516 106,216 107,339 2004 Annual distribution total $1.55 17.604 568 128,955 139,094 2005 Annual distribution total $1.61 18.739 604 139,808 148,773 2006 Annual distribution total $1.78 19.696 693 167,063 179,945 2007 Annual distribution total $1.85 19.687 787 175,469 165,158 2008 Annual distribution total $1.723 12.307 1,294 95,415 85,435 3/11/09 Distribution $0.323 6.071 537 137,966 115,669 12/2/10 Distribution $0.03 13.850 23 179,730 156,203 2011 Annual distribution total $0.783 13.043 656 161,638 139,866 2012 Annual distribution total $0.80 13.063 714 186,540 162,556 2013 Annual distribution total $2.194 16.647 1,658 250,219 220,474 2014 Annual distribution total $1.82 14.840 1,757 252,175 222,516 2015 Annual distribution total $1.24 12.725 1,565 12/31/15 $ 21,922 17,093 $ 231,781 $ 201,185
1 The purchase price used for annual distribution totals is a weighted average of the distribution reinvestment prices for the year. 2 Values are stated as of December 31 of the year indicated, after reinvestment of distributions, other than for initial purchase. 3 Includes a return of capital. 4 Includes Royce Global Value Trust spin-off of $1.40 per share.
2015 Annual Report to Stockholders | 13
Distribution Reinvestment and Cash Purchase Options
Why should I reinvest my distributions?
By reinvesting distributions, a stockholder can maintain an undiluted investment in the Fund. The regular reinvestment of distributions has a significant impact on stockholder returns. In contrast, the stockholder who takes distributions in cash is penalized when shares are issued below net asset value to other stockholders. How does the reinvestment of distributions from the Royce closed-end funds work?
The Funds automatically issue shares in payment of distributions unless you indicate otherwise. The shares are generally issued at the lower of the market price or net asset value on the valuation date. How does this apply to registered stockholders?
If your shares are registered directly with a Fund, your distributions are automatically reinvested unless you have otherwise instructed the Funds transfer agent, Computershare, in writing, in which case you will receive your distribution in cash. A registered stockholder also may have the option to receive the distribution in the form of a stock certificate. What if my shares are held by a brokerage firm or a bank?
If your shares are held by a brokerage firm, bank, or other intermediary as the stockholder of record, you should contact your brokerage firm or bank to be certain that it is automatically reinvesting distributions on your behalf. If they are unable to reinvest distributions on behalf, you should have your shares registered in your name in order to participate. What other features are available for registered stockholders?
The Distribution Reinvestment and Cash Purchase Plans also allow registered stockholders to make optional cash purchases of shares of a Funds common stock directly through Computershare on a monthly basis, and to deposit certificates representing your RVT and RMT shares with Computershare for safekeeping. (RGT does not issue shares in certificated form). Plan participants are subject to a $0.75 service fee for each voluntary cash purchase under the Plans. The Funds investment adviser absorbed all commissions on optional cash purchases under the Plans through December 31, 2015.
Computershare maintains the accounts for registered stockholders in the Plans and sends written confirmation of all transactions in the account. Shares in the account of each participant will be held by Computershare in non-certificated form in the name of the participant, and each participant will be able to vote those shares at a stockholder meeting or by proxy. A participant may also send stock certificates for RVT and RMT held by them to Computershare to be held in non-certificated form. RGT does not issue shares in certificated form. There is no service fee charged to participants for reinvesting distributions. If a participant elects to sell shares from a Plan account, Computershare will deduct a $2.50 service fee from the sale transaction. The Funds investment adviser absorbed all commissions on optional sales under the Plans through December 31, 2015. If a nominee is the registered owner of your shares, the nominee will maintain the accounts on your behalf. How can I get more information on the Plans?
You can call an Investor Services Representative at (800) 221-4268 or you can request a copy of the Plan for your Fund from Computershare. All correspondence (including notifications) should be directed to: [Name of Fund] Distribution Reinvestment and Cash Purchase Plan, c/o Computershare, PO Box 43078, Providence, RI 02940-3078, telephone (800) 426-5523 (from 9:00 A.M. to 5:00 P.M.).
14 | 2015 Annual Report to Stockholders
Royce Global Value Trust December 31, 2015
Schedule of Investments Common Stocks 107.0% SHARES VALUE AUSTRALIA 1.3%ALS
10,785 $ 29,422Austal
78,100 88,894Genworth Mortgage Insurance Australia
215,900 430,388Imdex 1
473,700 68,611Medusa Mining 1
82,600 21,727Platinum Asset Management
37,000 216,069TFS Corporation
143,945 165,231Webjet
35,600 142,154 Total (Cost $1,328,337) 1,162,496 AUSTRIA 2.2%Mayr-Melnhof Karton
12,309 1,531,756Semperit AG Holding
11,000 369,268UBM Development
2,200 86,945 Total (Cost $1,992,208) 1,987,969 BELGIUM 0.6%BHF Kleinwort Benson Group 1
55,000 341,510Van de Velde
3,436 234,236 Total (Cost $439,862) 575,746 BRAZIL 2.2%Brasil Brokers Participacoes 1
205,000 67,637CETIP - Mercados Organizados
113,000 1,067,176T4F Entretenimento 1
184,500 144,445TOTVS
98,000 764,196 Total (Cost $3,191,202) 2,043,454 CANADA 8.5%Agnico Eagle Mines 2
20,000 525,600AirBoss of America
7,600 95,954Altus Group
13,000 182,171Cameco Corporation 2
24,500 302,085Canyon Services Group
24,200 71,182Chorus Aviation Cl. A
17,100 69,206Cogeco Cable
1,500 66,962Computer Modelling Group
108,000 700,903Dream Global Real Estate Investment Trust
12,300 76,981Dundee Corporation Cl. A 1
120,000 395,461Exco Technologies
5,000 61,140FLYHT Aerospace Solutions 1
140,000 23,271Franco-Nevada Corporation 2
10,200 466,650Genworth MI Canada
75,000 1,441,787Gluskin Sheff + Associates
28,200 424,518goeasy
8,300 113,670Intertape Polymer Group
8,400 113,461Magellan Aerospace
27,400 318,812Major Drilling Group International
110,500 349,780Morguard Real Estate Investment Trust
7,700 75,792Morneau Shepell
11,600 121,391Pan American Silver 2
63,700 414,050RDM Corporation
30,400 86,342Richelieu Hardware
2,100 102,989Richmont Mines 1
23,700 76,077Solium Capital 1
28,900 146,202Sprott
280,600 482,639TMX Group
14,000 362,116Total Energy Services
7,100 69,579 Total (Cost $11,695,157) 7,736,771 CHINA 1.9%China Lilang
93,400 68,895Daphne International Holdings 1
1,383,000 230,408Daqo New Energy ADR 1,2
6,400 106,560Noah Holdings ADR 1,2
16,700 466,431Pacific Online
593,100 178,369TravelSky Technology
345,000 566,159Xtep International Holdings
157,700 83,795 Total (Cost $2,358,843) 1,700,617 CYPRUS 0.2%Globaltrans Investment GDR 1
42,000 191,455 Total (Cost $212,014) 191,455 DENMARK 2.5%Chr. Hansen Holding
11,500 719,302Coloplast Cl. B
4,500 363,225Columbus
77,700 75,628SimCorp
8,000 451,173Zealand Pharma 1
32,400 710,069 Total (Cost $1,687,221) 2,319,397 FINLAND 2.0%BasWare
1,600 64,725Nokian Renkaat
30,500 1,083,366Powerflute
52,900 69,396Vaisala Cl. A
24,498 636,736 Total (Cost $1,988,602) 1,854,223 FRANCE 8.1%aufeminin 1
2,100 55,839Cegedim 1
2,500 86,947Chargeurs
7,700 75,231Gaztransport Et Technigaz
26,000 1,099,578HighCo
9,700 101,591Lectra
6,100 80,193Manutan International
8,100 431,362Neurones
25,950 491,179Nexity
16,500 731,107Prodware
7,700 66,264Rothschild & Co
33,000 842,212Thermador Groupe
7,100 670,428Vetoquinol
24,700 1,057,652Virbac
6,600 1,572,848 Total (Cost $7,443,064) 7,362,431 GERMANY 5.7%ADLER Real Estate 1
17,200 265,266Allgeier SE
4,300 79,145Balda
27,200 67,782Bertrandt
7,000 840,134Carl Zeiss Meditec
17,500 542,106CompuGroup Medical
10,000 366,783Fielmann
7,000 514,747KUKA
8,000 719,692KWS Saat
1,800 539,953Leifheit
1,400 75,282
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 15
Royce Global Value Trust Schedule of Investments (continued)
SHARES VALUE GERMANY (continued)LPKF Laser & Electronics
15,500 $ 120,524msg life 1
40,700 80,131mutares
8,300 158,763SQS Software Quality Systems
7,900 69,299STRATEC Biomedical
8,000 528,414Tomorrow Focus 1
29,000 111,787VIB Vermoegen
4,700 87,007Aegean Marine Petroleum Network
5,000 41,800Hellenic Exchanges - Athens Stock Exchange
28,000 161,112StealthGas 1,2
17,000 58,310 Total (Cost $333,095) 261,222 HONG KONG 5.7%Anxin-China Holdings 1,3
2,500,000 18,710China Metal International Holdings
430,000 131,772First Pacific
180,000 119,229Great Eagle Holdings
250,000 814,508I.T
438,500 116,073Le Saunda Holdings
295,460 67,858Luk Fook Holdings (International)
120,100 253,947Midland Holdings 1
1,400,000 563,986New World Department Store China
2,159,700 328,448Oriental Watch Holdings
2,223,000 326,453Pico Far East Holdings
1,053,300 285,419Samson Holding
589,100 72,754Television Broadcasts
81,000 332,874Texwinca Holdings
302,000 314,916Tse Sui Luen Jewellery (International)
142,400 42,260Value Partners Group
1,080,000 1,247,692VST Holdings
366,600 99,038YGM Trading
169,400 106,684 Total (Cost $6,663,603) 5,242,621 INDIA 2.2%Bajaj Finance
11,000 999,940Kewal Kiran Clothing
6,500 215,660Motherson Sumi Systems
120,000 529,253Videocon d2h ADR 1
27,400 243,312 Total (Cost $1,913,481) 1,988,165 INDONESIA 0.1%Supra Boga Lestari 1
3,945,000 95,836 Total (Cost $198,065) 95,836 IRELAND 0.6%Ardmore Shipping 2
14,100 179,352Keywords Studios
75,000 225,511Trinity Biotech ADR Cl. A
10,000 117,600 Total (Cost $521,325) 522,463 ISRAEL 0.2%Nova Measuring Instruments 1,2,4
16,600 162,680 Total (Cost $181,238) 162,680 ITALY 2.8%Azimut Holding
20,000 493,744Banca Sistema 1
29,800 125,286DeLonghi
25,000 748,348DiaSorin
14,000 732,100Recordati
16,800 438,534 Total (Cost $2,087,759) 2,538,012 JAPAN 15.0%CRE
9,400 178,708Daifuku
4,400 74,917Descente
6,100 77,397EPS Holdings
10,700 117,605FamilyMart
8,200 381,014Freund Corporation
9,500 111,243GCA Savvian
9,900 101,193Horiba
17,500 675,532Itoki Corporation
19,400 138,218Leopalace21 Corporation 1
29,400 158,855Meitec Corporation
33,700 1,152,671Milbon
3,100 126,525MISUMI Group
81,800 1,126,465Nihon Kohden
18,500 445,803Nishikawa Rubber
8,200 132,273Nitto Kohki
6,300 134,489Outsourcing
3,200 84,102Pasona Group
9,700 69,238Poletowin Pitcrew Holdings
9,000 85,117Pressance Corporation
4,800 159,061Relo Holdings
10,600 1,271,789Santen Pharmaceutical
102,000 1,677,435Shimano
9,100 1,393,770SPARX Group
54,200 127,748Sun Frontier Fudousan
14,700 107,706Takara Leben
13,000 72,098Tenpos Busters
3,900 64,511TOTO
20,700 725,771Trancom
19,600 1,086,106Trend Micro
20,000 811,305USS
45,000 677,055Zuiko Corporation
4,400 171,453 Total (Cost $11,367,976) 13,717,173 MALAYSIA 0.3%CB Industrial Product Holding
141,000 67,289Media Prima
199,500 59,091Scientex
57,800 131,093 Total (Cost $280,444) 257,473 MEXICO 0.8%Bolsa Mexicana de Valores
250,000 332,037Consorcio ARA SAB de CV
393,300 136,923Fresnillo
15,000 156,997Grupo SIMEC Ser. B 1
33,100 73,423 Total (Cost $860,344) 699,380 NETHERLANDS 0.1%Lucas Bols Holding
2,700 65,362 Total (Cost $58,086) 65,362
16 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2015
Schedule of Investments (continued) SHARES VALUE NEW ZEALAND 0.8%Fisher & Paykel Healthcare
75,000 $ 455,262Trade Me Group
83,000 235,654 Total (Cost $678,639) 690,916 NORWAY 1.0%Ekornes
45,000 502,519Kongsberg Automotive 1
134,500 94,353Medistim
13,000 78,588TGS-NOPEC Geophysical
15,000 237,273 Total (Cost $1,241,734) 912,733 PHILIPPINES 0.8%Universal Robina
195,000 769,549 Total (Cost $565,195) 769,549 POLAND 0.3%Warsaw Stock Exchange
33,000 302,208 Total (Cost $459,764) 302,208 SINGAPORE 1.0%ARA Asset Management
255,000 211,104Asian Pay Television Trust
202,600 91,267Parkson Retail Asia
274,300 51,265XP Power
20,100 430,696Yoma Strategic Holdings 1
323,400 104,991 Total (Cost $1,084,408) 889,323 SOUTH AFRICA 1.6%Cashbuild
17,500 339,027Coronation Fund Managers
59,000 201,502JSE
15,000 123,850Metrofile Holdings
314,100 94,261Net 1 UEPS Technologies 1
10,500 141,855PSG Group
36,500 526,431 Total (Cost $1,407,649) 1,426,926 SOUTH KOREA 0.3%Eugene Technology
12,336 135,585Huvis Corporation
3,900 25,693ISC
1,809 43,563Koh Young Technology
3,000 97,653 Total (Cost $370,666) 302,494 SPAIN 0.2%Atento 1,2
21,500 209,410 Total (Cost $304,802) 209,410 SWEDEN 0.8%Addtech Cl. B
27,000 458,577Dustin Group 1
15,100 116,380Hoist Finance 1
7,900 82,448Proact IT Group
4,700 77,159 Total (Cost $633,741) 734,564 SWITZERLAND 7.1%Belimo Holding
300 733,137Burckhardt Compression Holding
2,075 636,333Burkhalter Holding
4,500 487,400dorma+kaba Holding
800 542,796Forbo Holding
675 791,156Inficon Holding
1,700 542,270LEM Holding
1,000 752,239Partners Group Holding
1,600 574,457VZ Holding
4,850 1,428,192 Total (Cost $6,053,580) 6,487,980 TAIWAN 0.8%Flytech Technology
37,680 108,413Hota Industrial Manufacturing
17,500 63,976Kinik Company
48,500 75,110Lumax International
87,400 115,490Shih Her Technologies
85,600 89,551Sporton International
15,300 93,412Taiwan Paiho
54,200 119,405UDE Corporation
63,400 63,520 Total (Cost $867,356) 728,877 TURKEY 0.4%Mardin Cimento Sanayii
300,000 380,590 Total (Cost $752,323) 380,590 UNITED ARAB EMIRATES 0.7%Aramex
750,000 640,872 Total (Cost $652,528) 640,872 UNITED KINGDOM 15.2%Ashmore Group
279,000 1,053,520Berendsen
30,000 474,434BrainJuicer Group
9,400 49,392Character Group
11,400 78,551Clarkson
45,600 1,510,809Computacenter
9,000 113,262Consort Medical
92,500 1,574,819Conviviality
24,000 78,927Diploma
40,000 447,705e2v technologies
150,000 497,238Elementis
175,000 589,880Exova Group
175,000 373,816Fidessa Group
30,000 884,567Finsbury Food Group
45,500 75,795Hargreaves Services
11,000 41,981ITE Group
250,000 581,054Jupiter Fund Management
108,000 714,069Mattioli Woods
8,900 84,486Norcros
54,360 160,559Pendragon
144,600 99,534Polypipe Group
117,000 601,793Real Estate Investors
71,700 73,976Rotork
89,000 239,307Senior
130,000 439,847Spirax-Sarco Engineering
28,989 1,396,487Stallergenes Greer 1
10,800 375,538Trifast
82,700 152,276Vertu Motors
66,300 75,249Victrex
18,000 475,019Xaar
65,000 402,473Zeal Network
2,500 105,641 Total (Cost $14,984,922) 13,822,004
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 17
Royce Global Value Trust December 31, 2015 Schedule of Investments (continued) SHARES VALUE UNITED STATES 12.7%Brooks Automation 2
18,100 $ 193,308Century Casinos 1
2,900 22,562Commercial Metals 2
42,000 574,980Diebold 2,4
28,800 866,592Diodes 1,2,4
20,500 471,090EnerSys 2
11,000 615,230Expeditors International of Washington 2
10,000 451,000Fairchild Semiconductor International 1,2
24,600 509,466FLIR Systems
14,100 395,787Greif Cl. A
8,700 268,047Hallador Energy 2
18,600 84,816Innospec 2,4
12,457 676,540KBR 2
59,200 1,001,664Kirby Corporation 1
8,900 468,318Nanometrics 1,2,4
44,500 673,730National Instruments
19,000 545,110Quaker Chemical 2
8,400 648,984Rogers Corporation 1,2,4
6,000 309,420Schnitzer Steel Industries Cl. A 2
19,100 274,467SEACOR Holdings 1,2,4
6,000 315,360SEI Investments 2
15,000 786,000Sensient Technologies 2,4
9,500 596,790Sun Hydraulics 2
15,139 480,360Tennant Company 2
6,200 348,812 Total (Cost $13,085,342) 11,578,433 TOTAL COMMON STOCKS (Cost $104,727,594) 97,583,938 REPURCHASE AGREEMENT 1.9% Fixed Income Clearing Corporation, 0.03% dated 12/31/15, due 1/4/16, maturity value $1,703,006 (collateralized by obligations of various U.S. Government Agencies, 1.625% due 7/31/20, valued at $1,737,169) (Cost $1,703,000) 1,703,000 TOTAL INVESTMENTS 108.9% (Cost $106,430,594) 99,286,938 LIABILITIES LESS CASH AND OTHER ASSETS (8.9)% (8,113,378 ) NET ASSETS 100.0% $ 91,173,560
New additions in 2015.1Non-income producing.2All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2015. Total market value of pledged securities at December 31, 2015, was $12,402,589.3A security for which market quotations are not readily available represents 0.0% of net assets. This security has been valued at its fair value under procedures approved by the Funds Board of Directors. This security is defined as a Level 3 security due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.4At December 31, 2015, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $3,933,961.
Securities of Global/International Funds are categorized by the country of their headquarters, with the exception of exchange-traded funds.
Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2015, market value.
TAX INFORMATION: The cost of total investments for Federal income tax purposes was $108,211,627. At December 31, 2015, net unrealized depreciation for all securities was $8,924,689, consisting of aggregate gross unrealized appreciation of $7,516,891 and aggregate gross unrealized depreciation of $16,441,580. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold and mark-to-market of Passive Foreign Investment Companies.
18 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust December 31, 2015 Statement of Assets and Liabilities ASSETS: Investments at value $ 97,583,938 Repurchase agreements (at cost and value) 1,703,000 Cash and foreign currency 4,162 Receivable for investments sold 628,783 Receivable for dividends and interest 160,417 Prepaid expenses and other assets 42,990 Total Assets 100,123,290 LIABILITIES: Revolving credit agreement 8,000,000 Payable for investments purchased 755,165 Payable for investment advisory fee 97,446 Payable for directors fees 9,953 Payable for interest expense 692 Accrued expenses 68,933 Deferred capital gains tax 17,541 Total Liabilities 8,949,730 Net Assets $ 91,173,560 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 10,344,899 shares outstanding (150,000,000 shares authorized) $ 116,929,670 Undistributed net investment income (loss) (224,615 ) Accumulated net realized gain (loss) on investments and foreign currency (18,359,656 ) Net unrealized appreciation (depreciation) on investments and foreign currency (7,171,839 ) Net Assets (net asset value per share - $8.81) $ 91,173,560 Investments at identified cost $ 104,727,594
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 19
Royce Global Value Trust Statement of Changes in Net Assets YEAR ENDED 12/31/15 YEAR ENDED 12/31/14 INVESTMENT OPERATIONS: Net investment income (loss) $ 985,324 $ 1,335,060 Net realized gain (loss) on investments and foreign currency (11,820,601 ) (6,230,541 ) Net change in unrealized appreciation (depreciation) on investments and foreign currency 7,399,963 (1,573,933 ) Net increase (decrease) in net assets from investment operations (3,435,314 ) (6,469,414 ) DISTRIBUTIONS: Net investment income (1,029,597 ) (1,533,038 ) Net realized gain on investments and foreign currency Total distributions (1,029,597 ) (1,533,038 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 353,733 603,492 Total capital stock transactions 353,733 603,492 Net Increase (Decrease) In Net Assets (4,111,178 ) (7,398,960 ) NET ASSETS: Beginning of year 95,284,738 102,683,698 End of year (including undistributed net investment income (loss) of $(224,615) at 12/31/15
and $(199,302) at 12/31/14) $ 91,173,560 $ 95,284,738
20 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust Year Ended December 31, 2015 Statement of Operations
INVESTMENT INCOME: INCOME: Dividends $ 2,827,456 Foreign withholding tax (230,967 ) Interest 29 Rehypothecation income 2,675 Securities lending 247 Total income 2,599,440 EXPENSES: Investment advisory fees 1,198,138 Custody and transfer agent fees 115,281 Interest expense 98,993 Stockholder reports 84,590 Professional fees 37,180 Directors fees 29,648 Administrative and office facilities 15,090 Other expenses 35,196 Total expenses 1,614,116 Net investment income (loss) 985,324 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments (11,798,475 ) Foreign currency transactions (22,126 ) NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations 7,425,832 Other assets and liabilities denominated in foreign currency (25,869 ) Net realized and unrealized gain (loss) on investments and foreign currency (4,420,638 ) NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ (3,435,314 )
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 21
Royce Global Value Trust Year Ended December 31, 2015 Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ (3,435,314 ) Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash used for operating activities:Purchases of long-term investments
(71,402,917 )Proceeds from sales and maturities of long-term investments
65,164,724Net purchases, sales and maturities of short-term investments
(1,703,000 )Net (increase) decrease in dividends and interest receivable and other assets
(47,563 )Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
24,832Net change in unrealized appreciation (depreciation) on investments
(7,425,832 )Net realized gain (loss) on investments and foreign currency
11,820,601 Net cash used for operating activities (7,004,469 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in revolving credit agreement 8,000,000 Distributions (1,029,597 ) Reinvestment of distributions 353,733 Net cash provided by financing activities 7,324,136 INCREASE (DECREASE) IN CASH: 319,667 Cash and foreign currency at beginning of year (315,505 ) Cash and foreign currency at end of year $ 4,162
22 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust Financial Highlights This table is presented to show selected data for a share outstanding throughout each period, and to assist stockholders in evaluating the Funds performance for the periods presented. YEARS ENDED PERIOD ENDED 12/31/15 12/31/14 12/31/131 Net Asset Value, Beginning of Period $ 9.25 $ 10.05 $ 9.78 INVESTMENT OPERATIONS: Net investment income (loss) 0.10 0.13 (0.00 ) Net realized and unrealized gain (loss) on investments and foreign currency (0.43 ) (0.77 ) 0.27 Net increase (decrease) in net assets from investment operations (0.33 ) (0.64 ) 0.27 DISTRIBUTIONS: Net investment income (0.10 ) (0.15 ) Net realized gain on investments and foreign currency Total distributions (0.10 ) (0.15 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.01 ) (0.01 ) Total capital stock transactions (0.01 ) (0.01 ) Net Asset Value, End of Period $ 8.81 $ 9.25 $ 10.05 Market Value, End of Period $ 7.45 $ 8.04 $ 8.89 TOTAL RETURN: 2 Net Asset Value (3.44 )% (6.23 )% 2.76 % 3 Market Value (6.06 )% (7.86 )% (0.95 )% 3 RATIOS BASED ON AVERAGE NET ASSETS: Investment advisory fee expense 1.25 % 1.25 % 1.25 % 4 Other operating expenses 0.43 % 0.24 % 0.37 % 4 Total expenses (net) 1.68 % 1.49 % 1.62 % 4 Expenses excluding interest expense 1.58 % 1.49 % 1.62 % 4 Expenses prior to balance credits 1.68 % 1.49 % 1.62 % 4 Net investment income (loss) 1.03 % 1.30 % (0.13 )% 4 SUPPLEMENTAL DATA: Net Assets End of Period (in thousands) $ 91,174 $ 95,285 $ 102,684 Portfolio Turnover Rate 65 % 43 % 7 % REVOLVING CREDIT AGREEMENT: Asset coverage 1240 % Asset coverage per $1,000 12,397
1The Fund commenced operations on October 18, 2013.2The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Funds Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Funds net asset value is used on the purchase and sale dates instead of market value.3Not annualized4Annualized
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 23
Royce Global Value Trust
Notes to Financial Statements
Summary of Significant Accounting PoliciesRoyce Global Value Trust, Inc. (the Fund), is a diversified closed-end investment company that was incorporated under the laws of the State of Maryland on February 14, 2011. The Fund commenced operations on October 18, 2013.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services-Investment Companies.
VALUATION OF INVESTMENTS:Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaqs Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their highest bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Funds Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.Various inputs are used in determining the value of the Funds investments, as noted above. These inputs are summarized in the three broad levels below:Level 1 quoted prices in active markets for identical securities. Level 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Any Level 2 securities with values based on quoted prices for similar securities would be noted in the Schedule of Investments.Level 3 significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.The following is a summary of the inputs used to value the Funds investments as of December 31, 2015. For a detailed breakout of common stocks by country, please refer to the Schedule of Investments.LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Common Stocks $21,678,424 $75,886,804 $18,710 $97,583,938 Cash Equivalents 1,703,000 1,703,000For the year ended December 31, 2015, certain securities have transferred in and out of Level 1, Level 2 and Level 3 measurements. The Fund recognizes transfers between levels as of the end of the reporting period. At December 31, 2015, securities valued at $42,260 were transferred from Level 2 to Level 1 and securities valued at $18,710 were transferred from Level 2 to Level 3 within the fair value hierarchy.
24 | 2015 Annual Report to Stockholders
Royce Global Value Trust
Notes to Financial Statements (continued)
VALUATION OF INVESTMENTS (continued):
Level 3 Reconciliation:
REALIZED AND UNREALIZED BALANCE AS OF 12/31/14 TRANSFERS IN GAIN (LOSS)1 BALANCE AS OF 12/31/15 Common Stocks $ $18,710 $ $18,710 1The net change in unrealized appreciation (depreciation) is included in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. Net realized gain (loss) from investments and foreign currency transactions is included in the accompanying Statement of Operations.REPURCHASE AGREEMENTS:
The Fund may enter into repurchase agreements with institutions that the Funds investment adviser has determined are creditworthy. The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities. The remaining contractual maturity of the repurchase agreement held by the Fund at December 31, 2015 is overnight and continuous.FOREIGN CURRENCY:
Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, expiration of currency forward contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.SECURITIES LENDING:
The Fund loans securities through a lending agent to qualified institutional investors for the purpose of realizing additional income. Collateral for the Fund on all securities loaned is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral maintained is at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund retains the risk of any loss on the securities on loan as well as incurring the potential loss on investments purchased with cash collateral received for securities lending. The Funds securities lending income consists of the income earned on investing cash collateral, plus any premium payments received for lending certain securities, less any rebates paid to borrowers and lending agent fees associated with the loan. The lending agent is not affiliated with Royce. No securities were on loan at December 31, 2015.DISTRIBUTIONS AND TAXES:
As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes under the caption Tax Information.
The Fund pays any dividends and capital gain distributions annually in December. Because federal income tax regulations differ from generally accepted accounting principles, income and capital gain distributions determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes differ from those reflected in the accompanying financial statements.CAPITAL GAINS TAXES:
The Fund is subject to a tax imposed on short-term capital gains on securities of issuers domiciled in certain countries. The Fund records an estimated deferred tax liability for these securities that have been held for less than one year. This amount, if any, is reported as deferred capital gains tax in the accompanying Statement of Assets and Liabilities, assuming those positions were disposed of at the end of the period, and accounted for as a reduction in the market value of the security.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.2015 Annual Report to Stockholders | 25
Royce Global Value Trust
Notes to Financial Statements (continued)
EXPENSES:
The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Funds operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and professional fees.COMPENSATING BALANCE CREDITS:
The Fund has an arrangement with its custodian bank, whereby a portion of the custodians fee is paid indirectly by credits earned on the Funds cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.Capital Stock:
The Fund issued 48,927 and 75,721 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2015 and December 31, 2014, respectively.Borrowings:
The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.
As of December 31, 2015, the Fund has outstanding borrowings of $8,000,000. During the year ended December 31, 2015, the Fund borrowed an average daily balance of $7,693,151 at a weighted average borrowing cost of 1.27%. The maximum amount outstanding during the year ended December 31, 2015 was $8,000,000. As of December 31, 2015, the aggregate value of rehypothecated securities was $3,933,961. During the year ended December 31, 2015, the Fund earned $2,675 in fees from rehypothecated securities.Investment Advisory Agreement:
The Investment Advisory Agreement between Royce and the Fund provides for fees to be paid at an annual rate of 1.25% of the Funds average daily net assets. For the year ended December 31, 2015, the Fund accrued and paid Royce investment advisory fees totaling $1,198,138.Purchases and Sales of Investment Securities:
PURCHASES SALES REALIZED GAIN (LOSS) $10,074,569 $1,041,581 $(148,026)
For the year ended December 31, 2015, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $72,146,832 and $65,666,166, respectively.
Cross trades were executed by the Fund pursuant to Rule 17a-7 under the 1940 Act. Cross trading is the buying or selling of portfolio securities between funds to which R&A serves as investment adviser. At its regularly scheduled quarterly meetings, the Board reviews such transactions as of the most recent calendar quarter for compliance with the requirements and restrictions set forth by Rule 17a-7. Cross trades for the year ended December 31, 2015, were as follows:Tax Information:
ORDINARY INCOME LONG-TERM CAPITAL GAINS 2015 2014 2015 2014 $1,029,597 $1,533,038 $ $
Distributions during the years ended December 31, 2015 and 2014, were characterized as follows for tax purposes:26 | 2015 Annual Report to Stockholders
Royce Global Value Trust
Tax Information (continued):
The tax basis components of distributable earnings at December 31, 2015, were as follows:
UNDISTRIBUTED LONG-TERM QUALIFIED LATE YEAR UNDISTRIBUTED CAPITAL GAINS OR NET UNREALIZED ORDINARY AND TOTAL ORDINARY (CAPITAL LOSSES APPRECIATION POST-OCTOBER LOSS DISTRIBUTABLE INCOME NOT SUBJECT TO EXPIRATION) (DEPRECIATION)1 DEFERRALS2 EARNINGS $23,117 $(16,563,303) $(8,952,873) $(263,051) $(25,756,110) 1 Includes timing differences on foreign currency, recognition of losses on securities sold and mark-to-market of Passive Foreign Investment Companies. 2Under the current tax law, capital losses and qualified late year ordinary losses incurred after October 31 may be deferred and treated as occurring on the first day of the following fiscal year.For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. For the year ended December 31, 2015, the Fund recorded the following permanent reclassifications, which relate primarily to current publicly traded partnerships, foreign currency transactions, foreign capital gains tax and gains from the sale of Passive Foreign Investment Companies. Results of operations and net assets were not affected by these reclassifications.
UNDISTRIBUTED NET ACCUMULATED NET INVESTMENT INCOME REALIZED GAIN (LOSS) $18,961 $(18,961)Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2013-2015) and has concluded that as of December 31, 2015, no provision for income tax is required in the Funds financial statements.
2015 Annual Report to Stockholders | 27
Royce Global Value Trust
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Royce Global Value Trust, Inc.:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statement of operations, of changes in net assets, and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Royce Global Value Trust, Inc. (the Fund) at December 31, 2015, the results of its operations, the changes in its net assets, its cash flows and its financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The statement of changes in net assets for the year ended December 31, 2014 and the financial highlights for each of the fiscal periods presented in the period ended December 31, 2014 were audited by other independent accountants whose report dated February 23, 2015 expressed an unqualified opinion on those statements.
PricewaterhouseCoopers LLP Baltimore, Maryland February 23, 201628 | 2015 Annual Report to Stockholders
Royce Micro-Cap Trust December 31, 2015
Schedule of Investments Common Stocks 108.7% SHARES VALUE CONSUMER DISCRETIONARY 15.1% AUTO COMPONENTS - 2.6%Drew Industries 1,2
32,800 $ 1,997,192Fuel Systems Solutions 3
86,000 420,540Global & Yuasa Battery
50,500 1,753,292Motorcar Parts of America 3
45,100 1,524,831Standard Motor Products
61,853 2,353,507 8,049,362 DISTRIBUTORS - 1.3%Fenix Parts 3
351,200 2,384,648Weyco Group
59,600 1,594,896 3,979,544 DIVERSIFIED CONSUMER SERVICES - 2.2%American Public Education 3
73,200 1,362,252Capella Education
1,300 60,086Collectors Universe
96,100 1,489,550Liberty Tax Cl. A 1
108,264 2,579,931Lincoln Educational Services 3
100,000 199,000Universal Technical Institute
270,000 1,258,200 6,949,019 HOTELS, RESTAURANTS & LEISURE - 0.9%Century Casinos 3
196,822 1,531,275Lindblad Expeditions Holdings 3
122,400 1,359,864 2,891,139 HOUSEHOLD DURABLES - 2.4%Cavco Industries 3
20,391 1,698,774Ethan Allen Interiors 1
50,100 1,393,782Flexsteel Industries 1
20,900 923,362iRobot Corporation 1,2,3
15,000 531,000Lifetime Brands 1
130,794 1,734,328Stanley Furniture 3
93,468 260,776Universal Electronics 3
15,100 775,385 7,317,407 INTERNET & CATALOG RETAIL - 1.2%Blue Nile 1,2,3
59,400 2,205,522FTD Companies 3
61,500 1,609,455 3,814,977 LEISURE PRODUCTS - 0.9%Nautilus 3
128,600 2,150,192Smith & Wesson Holding Corporation 1,3
31,700 696,766Sturm, Ruger & Co.
1,100 65,571 2,912,529 MEDIA - 0.7%New Media Investment Group
52,800 1,027,488Rentrak Corporation 3
24,800 1,178,744 2,206,232 SPECIALTY RETAIL - 1.5%Destination Maternity
245,500 2,140,760Kirklands
7,900 114,550MarineMax 3
5,400 99,468Shoe Carnival 1
31,628 733,770Stage Stores 1
15,000 136,650Systemax 1,2,3
74,000 636,400TravelCenters of America LLC 3
2,900 27,260West Marine 3
86,000 730,140 4,618,998 TEXTILES, APPAREL & LUXURY GOODS - 1.4%Crown Crafts
135,459 1,150,047Culp
32,900 837,963J.G. Boswell Company 4
2,490 1,556,250YGM Trading
1,482,000 933,332 4,477,592 Total (Cost $44,856,058) 47,216,799 CONSUMER STAPLES 3.0% BEVERAGES - 0.2%Crimson Wine Group 3,4
58,124 501,610 FOOD PRODUCTS - 2.8%Binggrae 3
18,078 1,050,086Farmer Bros. 1,3
45,100 1,455,377John B. Sanfilippo & Son
21,700 1,172,451Landec Corporation 3
75,610 894,466Limoneira Company
6,400 95,616Seneca Foods Cl. A 3
51,400 1,489,572Seneca Foods Cl. B 3
42,500 1,356,600SunOpta 3
162,081 1,108,634Waterloo Investment Holdings 3,5
806,207 225,738 8,848,540 Total (Cost $6,932,220) 9,350,150 ENERGY 2.7% ENERGY EQUIPMENT & SERVICES - 1.6%Canadian Energy Services & Technology
25,000 70,102Dawson Geophysical 3
73,654 254,843Era Group 3
212,435 2,368,650Geospace Technologies 1,3
9,500 133,665Gulf Island Fabrication
103,216 1,079,639Matrix Service 1,3
25,300 519,662Newpark Resources 3
8,000 42,240North American Energy Partners
50,000 86,500Pioneer Energy Services 1,2,3
57,500 124,775Tesco Corporation 1
58,000 419,920 5,099,996 OIL, GAS & CONSUMABLE FUELS - 1.1%Ardmore Shipping
15,500 197,160Dorchester Minerals L.P.
106,127 1,049,596Permian Basin Royalty Trust
266,333 1,347,645StealthGas 3
186,085 638,272 3,232,673 Total (Cost $13,283,624) 8,332,669 FINANCIALS 18.6% BANKS - 2.3%Bank of N.T. Butterfield & Son
438,100 854,295BCB Holdings 3
526,221 65,939Blue Hills Bancorp
50,000 765,500Bryn Mawr Bank
25,000 718,000Chemung Financial 1
31,000 857,460Fauquier Bankshares 1
140,200 2,147,864First Bancorp (The)
40,200 822,894Peapack-Gladstone Financial
53,606 1,105,356 7,337,308 CAPITAL MARKETS - 9.1%ASA Gold and Precious Metals
206,150 1,478,095BHF Kleinwort Benson Group 3
160,000 993,482Cowen Group 3
100,000 383,000Diamond Hill Investment Group 1
11,179 2,112,831Dundee Corporation Cl. A 3
435,000 1,433,548
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 29
Royce Micro-Cap Trust
Schedule of Investments (continued) SHARES VALUE FINANCIALS (continued) CAPITAL MARKETS (continued)EQT Holdings
43,150 $ 643,961Fiera Capital Cl. A
78,000 639,243Fifth Street Asset Management Cl. A
259,503 845,980INTL FCStone 1,3
41,727 1,396,185JZ Capital Partners
247,999 1,401,518Manning & Napier Cl. A
170,600 1,448,394Medley Management Cl. A
153,400 872,846MVC Capital 1
372,400 2,744,588Newtek Business Services
58,500 837,720OHA Investment
204,620 777,556Queen City Investments 4
948 1,232,400Silvercrest Asset Management Group Cl. A
213,600 2,539,704Sprott
1,268,333 2,181,566U.S. Global Investors Cl. A
646,254 756,117Urbana Corporation
237,600 353,730Westwood Holdings Group 1
18,300 953,247ZAIS Group Holdings Cl. A 1,2,3
265,818 2,461,475 28,487,186 CONSUMER FINANCE - 0.4%EZCORP Cl. A 1,2,3
201,000 1,002,990J.G. Wentworth Company Cl. A 3
135,000 243,000 1,245,990 DIVERSIFIED FINANCIAL SERVICES - 1.6%Banca Finnat Euramerica
910,000 426,671GAIN Capital Holdings
25,000 202,750PICO Holdings 1,2,3
153,700 1,586,184Value Line
169,000 2,269,670Warsaw Stock Exchange
52,900 484,449 4,969,724 INSURANCE - 2.0%eHealth 1,2,3
100,000 998,000Hallmark Financial Services 3
114,000 1,332,660Independence Holding Company
100,080 1,386,108State Auto Financial 1
73,264 1,508,506United Fire Group 1
29,603 1,134,091 6,359,365 REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.5%BRT Realty Trust 3
230,331 1,460,298 REAL ESTATE MANAGEMENT & DEVELOPMENT - 2.7%AV Homes 3
87,400 1,119,594Forestar Group 1,2,3
53,000 579,820FRP Holdings 1,3
83,981 2,850,315Griffin Industrial Realty
47,746 1,245,693Hopefluent Group Holdings
1,400,000 384,106Marcus & Millichap 3
1,800 52,452Tejon Ranch 1,2,3
112,162 2,147,902Tejon Ranch (Warrants) 3
13,146 92 8,379,974 Total (Cost $67,156,570) 58,239,845 HEALTH CARE 16.1% BIOTECHNOLOGY - 4.1%Abeona Therapeutics 3
299,643 1,006,800Aquinox Pharmaceuticals 1,2,3
18,622 232,403ARIAD Pharmaceuticals 1,2,3
114,102 713,138Avalanche Biotechnologies 3
168,246 1,601,702ChemoCentryx 3
33,300 269,730Fortress Biotech 3
147,400 411,246Invitae Corporation 3
144,936 1,189,925Keryx Biopharmaceuticals 3
271,725 1,372,211Sangamo BioSciences 3
191,785 1,750,997Stemline Therapeutics 3
159,179 1,004,419Zealand Pharma 3
151,000 3,309,274 12,861,845 HEALTH CARE EQUIPMENT & SUPPLIES - 7.0%Analogic Corporation
17,200 1,420,720AngioDynamics 1,3
106,061 1,287,580Atrion Corporation 1
9,760 3,720,512Cerus Corporation 1,2,3
140,000 884,800Cynosure Cl. A 3
1,500 67,005Derma Sciences 3
74,958 342,558Exactech 1,2,3
127,200 2,308,680Inogen 3
5,400 216,486Invacare Corporation 1
44,300 770,377STRATEC Biomedical
14,000 924,724SurModics 3
282,000 5,716,140Symmetry Surgical 3
2,975 27,370Syneron Medical 3
69,200 533,532TearLab Corporation 3
85,000 118,150Trinity Biotech ADR Cl. A
100,500 1,181,880Utah Medical Products
38,100 2,230,374 21,750,888 HEALTH CARE PROVIDERS & SERVICES - 3.8%Aceto Corporation 1
79,600 2,147,608Addus HomeCare 3
29,500 686,760CorVel Corporation 1,2,3
40,000 1,756,800Cross Country Healthcare 3
175,400 2,874,806Landauer
33,743 1,110,820National Research Cl. A
40,033 642,129PharMerica Corporation 1,2,3
40,000 1,400,000Psychemedics Corporation
37,500 380,250U.S. Physical Therapy
12,600 676,368 11,675,541 HEALTH CARE TECHNOLOGY - 0.1%Vocera Communications 3
33,100 403,820 PHARMACEUTICALS - 1.1%Agile Therapeutics 1,2,3
80,000 780,800Lipocine 3
90,467 1,169,738Repros Therapeutics 3
129,000 156,090Theravance Biopharma 3
83,509 1,368,713 3,475,341 Total (Cost $40,357,258) 50,167,435 INDUSTRIALS 16.1% AEROSPACE & DEFENSE - 0.4%CPI Aerostructures 3
9,500 92,435FLYHT Aerospace Solutions 3
1,916,800 318,613Innovative Solutions and Support 3
142,828 394,205SIFCO Industries 3
45,800 435,100 1,240,353 AIR FREIGHT & LOGISTICS - 0.2%Frontier Services Group 3
3,009,086 687,591 BUILDING PRODUCTS - 1.6%AAON 1
21,200 492,264Apogee Enterprises
15,900 691,809Burnham Holdings Cl. A 4
117,000 1,924,650
30 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2015
Schedule of Investments (continued) SHARES VALUE INDUSTRIALS (continued) BUILDING PRODUCTS (continued)Insteel Industries
60,500 $ 1,265,660Patrick Industries 3
16,900 735,150 5,109,533 COMMERCIAL SERVICES & SUPPLIES - 1.9%Atento 3
159,501 1,553,540CompX International Cl. A
107,500 1,225,500Heritage-Crystal Clean 1,2,3
235,077 2,491,816Team 1,3
17,500 559,300 5,830,156 CONSTRUCTION & ENGINEERING - 3.9%Ameresco Cl. A 3
275,700 1,723,125Integrated Electrical Services 3
568,594 6,294,335Layne Christensen 1,2,3
50,000 263,000MYR Group 1,2,3
92,300 1,902,303Northwest Pipe 3
101,800 1,139,142Orbit Garant Drilling 3
1,492,500 787,400 12,109,305 ELECTRICAL EQUIPMENT - 1.2%Encore Wire 1
18,400 682,456LSI Industries
93,012 1,133,816Orion Energy Systems 3
170,000 368,900Powell Industries
28,400 739,252Power Solutions International 1,2,3
7,100 129,575Preformed Line Products
17,243 725,930 3,779,929 INDUSTRIAL CONGLOMERATES - 0.5%Raven Industries 1
93,400 1,457,040 MACHINERY - 3.7%CIRCOR International 1
1,100 46,365Columbus McKinnon
5,300 100,170Eastern Company (The)
39,750 745,312Foster (L.B.) Company 1
99,300 1,356,438Graham Corporation 1
81,150 1,364,943Hurco Companies
57,266 1,520,985Kadant
34,300 1,392,923Luxfer Holdings ADR
59,712 587,566NN
103,900 1,656,166Pfeiffer Vacuum Technology
6,000 611,343Sun Hydraulics
8,200 260,186Tennant Company 1,2
33,500 1,884,710Twin Disc
7,000 73,640 11,600,747 MARINE - 0.1%Clarkson
13,000 430,713 PROFESSIONAL SERVICES - 1.5%Acacia Research 1
63,700 273,273CBIZ 3
47,000 463,420Franklin Covey 3
68,400 1,145,016Heidrick & Struggles International
46,300 1,260,286Kforce 1
3,200 80,896Mistras Group 3
4,100 78,269Navigant Consulting 3
5,100 81,906Resources Connection
20,000 326,800RPX Corporation 3
104,900 1,153,900 4,863,766 ROAD & RAIL - 0.6%Marten Transport
3,300 58,410Patriot Transportation Holding 1,3
29,460 683,472Universal Truckload Services 1
77,600 1,089,504 1,831,386 TRADING COMPANIES & DISTRIBUTORS - 0.3%Houston Wire & Cable
172,075 908,556 TRANSPORTATION INFRASTRUCTURE - 0.2%Touax 3
53,197 578,121 Total (Cost $46,088,814) 50,427,196 INFORMATION TECHNOLOGY 26.2% COMMUNICATIONS EQUIPMENT - 1.6%Alliance Fiber Optic Products 3
72,000 1,091,520Applied Optoelectronics 1,2,3
7,500 128,700Bel Fuse Cl. A
67,705 985,785CalAmp Corporation 3
5,500 109,615Ceragon Networks 3
29,700 35,937Clearfield 3
78,500 1,052,685ClearOne
25,000 323,250Extreme Networks 3
124,000 505,920KVH Industries 3
8,900 83,838Oclaro 3
152,300 530,004PCTEL
34,100 155,155Sandvine Corporation 3
22,700 58,074 5,060,483 ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 9.2%Agilysys 3
170,587 1,704,164Deswell Industries
524,371 749,851DTS 3
73,500 1,659,630Electro Rent
171,800 1,580,560ePlus 3
2,700 251,802Fabrinet 3
2,200 52,404FARO Technologies 1,2,3
60,000 1,771,200HollySys Automation Technologies
56,700 1,257,606Inficon Holding
3,600 1,148,336LRAD Corporation 3
853,456 1,698,377Mercury Systems 3
47,500 872,100Mesa Laboratories 1,2
27,900 2,776,050Newport Corporation 1,2,3
204,423 3,244,193Orbotech 1,2,3
134,000 2,965,420PC Connection
43,716 989,730Perceptron 3
8,500 66,215Richardson Electronics
330,900 1,876,203Rofin-Sinar Technologies 3
85,100 2,278,978Rogers Corporation 1,3
1,600 82,512Vishay Precision Group 3
158,000 1,788,560 28,813,891 INTERNET SOFTWARE & SERVICES - 4.8%Actua Corporation 3
52,096 596,499Care.com 1,2,3
401,654 2,875,843IZEA 3,4
798,700 315,486Marchex Cl. B
85,000 330,650QuinStreet 3
392,400 1,683,396RealNetworks 3
244,000 1,037,000Reis
25,000 593,250SciQuest 3
108,000 1,400,760Solium Capital 3
186,300 942,473Stamps.com 3
9,900 1,085,139Support.com 3
880,658 889,465Textura Corporation 1,2,3
71,600 1,545,128
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 31
Royce Micro-Cap Trust
Schedule of Investments (continued) SHARES VALUE INFORMATION TECHNOLOGY (continued) INTERNET SOFTWARE & SERVICES (continued)United Online 3
132,800 $ 1,565,712 14,860,801 IT SERVICES - 2.2%Cass Information Systems 1
29,150 1,500,059Computer Task Group 1
333,633 2,208,650Hackett Group (The)
111,100 1,785,377Innodata 3
437,275 1,246,234Sykes Enterprises 3
2,900 89,262 6,829,582 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 4.1%Amtech Systems 3
160,284 1,003,378Brooks Automation 1
131,200 1,401,216Cascade Microtech 3
105,200 1,709,500GSI Technology 3
60,000 223,200Intermolecular 3
240,000 556,800IXYS Corporation
18,800 237,444Kulicke & Soffa Industries 3
88,000 1,026,960MoSys 1,2,3
402,275 438,480Nanometrics 3
50,800 769,112Nova Measuring Instruments 3
117,900 1,155,420Photronics 3
186,000 2,315,700Rudolph Technologies 3
2,900 41,238Sigma Designs 3
62,700 396,264Silicon Motion Technology ADR
35,300 1,107,008Ultra Clean Holdings 3
57,000 291,840Xcerra Corporation 3
26,200 158,510 12,832,070 SOFTWARE - 3.1%American Software Cl. A
122,752 1,249,615BSQUARE Corporation 3
83,675 509,581Computer Modelling Group
276,500 1,794,443Gigamon 3
3,600 95,652Model N 3
95,000 1,060,200PSI 3
34,000 478,291Rubicon Project 3
60,500 995,225SeaChange International 3
295,300 1,990,322TiVo 3
151,600 1,308,308 9,481,637 TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 1.2%Intevac 3
251,700 1,185,507Kortek
135,007 1,332,127Silicon Graphics International 3
106,400 627,760TransAct Technologies
78,600 674,388 3,819,782 Total (Cost $83,689,269) 81,698,246 MATERIALS 5.6% CHEMICALS - 1.3%Balchem Corporation 1
11,775 715,920FutureFuel Corporation
85,262 1,151,037Quaker Chemical 1
27,400 2,116,924 3,983,881 CONSTRUCTION MATERIALS - 0.7%Ash Grove Cement 4
8,000 1,664,000Monarch Cement 4
16,303 489,090 2,153,090 CONTAINERS & PACKAGING - 0.5%UFP Technologies 3
62,236 1,482,461 METALS & MINING - 3.1%Alamos Gold Cl. A
236,044 776,180Ampco-Pittsburgh
92,252 946,506Central Steel & Wire 4
788 429,476Comstock Mining 3
938,634 375,360Exeter Resource 3
1,271,700 413,303Haynes International 1
19,000 697,110Hecla Mining
44,518 84,139Horsehead Holding Corporation 1,2,3
11,900 24,395Imdex 3
525,666 76,137MAG Silver 3
96,050 678,113Major Drilling Group International
796,857 2,522,392Materion Corporation
50,000 1,400,000Olympic Steel
70,000 810,600Pretium Resources 3
90,000 452,699Universal Stainless & Alloy Products 3
6,100 56,669Victoria Gold 3
890,000 99,696 9,842,775 Total (Cost $18,953,830) 17,462,207 TELECOMMUNICATION SERVICES 0.1% DIVERSIFIED TELECOMMUNICATION SERVICES - 0.1%ORBCOMM 3
45,800 331,592 Total (Cost $283,906) 331,592 UTILITIES 0.3% GAS UTILITIES - 0.1%Shizuoka Gas
40,000 255,668 INDEPENDENT POWER & RENEWABLE ELECTRICITY PRODUCER - 0.0%Alterra Power 3
450,000 149,599 WATER UTILITIES - 0.2%GWR Global Water Resources
106,000 580,675 Total (Cost $936,784) 985,942 MISCELLANEOUS6 4.9% Total (Cost $16,516,798) 15,224,770 TOTAL COMMON STOCKS (Cost $339,055,131) 339,436,851 PREFERRED STOCK - 0.4%Seneca Foods Conv. 3,4
45,409 1,315,499 (Cost $578,719) 1,315,499 REPURCHASE AGREEMENT 4.6% Fixed Income Clearing Corporation, 0.03% dated 12/31/15, due 1/4/16, maturity value $14,418,048 (collateralized by obligations of various U.S. Government Agencies, 1.625% due 7/31/20, valued at $14,708,363) (Cost $14,418,000) 14,418,000 TOTAL INVESTMENTS 113.7% (Cost $354,051,850) 355,170,350 LIABILITIES LESS CASH AND OTHER ASSETS (13.7)% (42,763,258 ) NET ASSETS 100.0% $ 312,407,092
32 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2015
New additions in 2015. 1 All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2015. Total market value of pledged securities at December 31, 2015, was $82,340,578. 2 At December 31, 2015, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $29,125,481. 3 Non-income producing. 4 These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements. 5 A security for which market quotations are not readily available represents 0.1% of net assets. This security has been valued at its fair value under procedures approved by the Funds Board of Directors. This security is defined as a Level 3 security due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements. 6 Includes securities first acquired in 2015 and less than 1% of net assets. Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2015, market value. TAX INFORMATION: The cost of total investments for Federal income tax purposes was $355,802,750. At December 31, 2015, net unrealized depreciation for all securities was $632,400, consisting of aggregate gross unrealized appreciation of $64,839,661 and aggregate gross unrealized depreciation of $65,472,061. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold, investments in publicly traded partnerships and mark-to-market of Passive Foreign Investment Companies.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 33
Royce Micro-Cap Trust December 31, 2015 Statement of Assets and Liabilities
ASSETS: Investments at value $ 340,752,350 Repurchase agreements (at cost and value) 14,418,000 Cash and foreign currency 50,124 Receivable for investments sold 3,346,488 Receivable for dividends and interest 567,218 Prepaid expenses and other assets 30,554 Total Assets 359,164,734 LIABILITIES: Revolving credit agreement 45,000,000 Payable for investments purchased 1,423,302 Payable for investment advisory fee 192,194 Payable for directors fees 29,609 Payable for interest expense 3,892 Accrued expenses 108,645 Total Liabilities 46,757,642 Net Assets $ 312,407,092 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 36,374,786 shares outstanding (150,000,000 shares authorized) $ 306,854,627 Undistributed net investment income (loss) (116,177 ) Accumulated net realized gain (loss) on investments and foreign currency 4,552,877 Net unrealized appreciation (depreciation) on investments and foreign currency 1,115,765 Net Assets (net asset value per share - $8.59) $ 312,407,092 Investments at identified cost $ 339,633,850
34 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Micro-Cap Trust Statement of Changes in Net Assets
YEAR ENDED 12/31/15 YEAR ENDED 12/31/14 INVESTMENT OPERATIONS: Net investment income (loss) $ 917,928 $ (382,932 ) Net realized gain (loss) on investments and foreign currency 21,372,239 94,504,058 Net change in unrealized appreciation (depreciation) on investments and foreign currency (71,062,194 ) (85,903,074 ) Net increase (decrease) in net assets from investment operations (48,772,027 ) 8,218,052 DISTRIBUTIONS: Net investment income (399,672 ) (1,343,094 ) Net realized gain on investments and foreign currency (43,520,307 ) (89,530,419 ) Total distributions (43,919,979 ) (90,873,513 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 17,611,123 37,022,256 Total capital stock transactions 17,611,123 37,022,256 Net Increase (Decrease) In Net Assets (75,080,883 ) (45,633,205 ) NET ASSETS: Beginning of year 387,487,975 433,121,180 End of year (including undistributed net investment income (loss) of $(116,177) at 12/31/15 and $(1,763,387) at 12/31/14) $ 312,407,092 $ 387,487,975
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 35
Royce Micro-Cap Trust Year Ended December 31, 2015 Statement of Operations
INVESTMENT INCOME: INCOME: Dividends $ 5,352,830 Foreign withholding tax (90,772 ) Interest 312 Rehypothecation income 258,203 Total income 5,520,573 EXPENSES: Investment advisory fees 3,350,257 Interest expense 737,528 Stockholder reports 139,562 Custody and transfer agent fees 99,018 Directors fees 93,378 Administrative and office facilities 58,985 Professional fees 57,082 Other expenses 66,835 Total expenses 4,602,645 Net investment income (loss) 917,928 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments 21,372,172 Foreign currency transactions 67 NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations (71,065,569 ) Other assets and liabilities denominated in foreign currency 3,375 Net realized and unrealized gain (loss) on investments and foreign currency (49,689,955 ) NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ (48,772,027 )
36 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Micro-Cap Trust Year Ended December 31, 2015 Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ (48,772,027 ) Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:Purchases of long-term investments
(146,887,346 )Proceeds from sales and maturities of long-term investments
199,467,869Net purchases, sales and maturities of short-term investments
(11,762,000 )Net (increase) decrease in dividends and interest receivable and other assets
(232,001 )Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
(149,031 )Net change in unrealized appreciation (depreciation) on investments
71,065,569Net realized gain (loss) on investments and foreign currency
(21,372,239 ) Net cash provided by operating activities 41,358,794 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in revolving credit agreement (15,000,000 ) Distributions (43,919,979 ) Reinvestment of distributions 17,611,123 Net cash used for financing activities (41,308,856 ) INCREASE (DECREASE) IN CASH: 49,938 Cash and foreign currency at beginning of year 186 Cash and foreign currency at end of year $ 50,124
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 37
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.
YEARS ENDED 12/31/15 12/31/14 12/31/13 12/31/12 12/31/11 Net Asset Value, Beginning of Period $ 11.33 $ 14.12 $ 10.93 $ 9.86 $ 11.34 INVESTMENT OPERATIONS: Net investment income (loss) 0.03 (0.01 ) 0.01 0.15 0.04 Net realized and unrealized gain (loss) on investments and foreign currency (1.42 ) 0.25 4.64 1.58 (0.82 ) Total investment operations (1.39 ) 0.24 4.65 1.73 (0.78 ) DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (0.02 ) (0.02 ) Net realized gain on investments and foreign currency (0.09 ) (0.11 ) Total distributions to Preferred Stockholders (0.11 ) (0.13 )Net Increase (Decrease) in Net Assets Applicable to Common Stockholders from Investment Operations
(1.39 ) 0.24 4.65 1.62 (0.91 ) DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (0.01 ) (0.04 ) (0.03 ) (0.08 ) (0.05 ) Net realized gain on investments and foreign currency (1.25 ) (2.86 ) (1.35 ) (0.43 ) (0.24 ) Return of capital (0.24 ) Total distributions to Common Stockholders (1.26 ) (2.90 ) (1.38 ) (0.51 ) (0.53 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.09 ) (0.13 ) (0.08 ) (0.04 ) (0.04 ) Total capital stock transactions (0.09 ) (0.13 ) (0.08 ) (0.04 ) (0.04 ) Net Asset Value, End of Period $ 8.59 $ 11.33 $ 14.12 $ 10.93 $ 9.86 Market Value, End of Period $ 7.26 $ 10.08 $ 12.61 $ 9.45 $ 8.77 TOTAL RETURN: 1 Net Asset Value (11.64 )% 3.46 % 44.66 % 17.23 % (7.69 )% Market Value (16.06 )% 3.06 % 49.42 % 13.95 % (4.99 )% RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: Investment advisory fee expense 2 0.93 % 0.93 % 0.82 % 1.12 % 0.97 % Other operating expenses 0.35 % 0.25 % 0.29 % 0.18 % 0.15 % Total expenses (net) 3 1.28 % 1.18 % 1.11 % 1.30 % 1.12 % Expenses net of fee waivers and excluding interest expense 1.08 % 1.05 % 0.96 % 1.27 % 1.12 % Expenses prior to fee waivers and balance credits 1.28 % 1.18 % 1.11 % 1.32 % 1.15 % Expenses prior to fee waivers 1.28 % 1.18 % 1.11 % 1.32 % 1.15 % Net investment income (loss) 0.26 % (0.09 )% 0.08 % 1.46 % 0.40 % SUPPLEMENTAL DATA: Net Assets Applicable to Common Stockholders, End of Period (in thousands) $ 312,407 $ 387,488 $ 433,121 $ 318,545 $ 279,292 Liquidation Value of Preferred Stock, End of Period (in thousands) $ 60,000 Portfolio Turnover Rate 39 % 41 % 29 % 28 % 30% PREFERRED STOCK: Total shares outstanding 2,400,000 Asset coverage per share $ 141.37 Liquidation preference per share $ 25.00 Average month-end market value per share $ 25.41 REVOLVING CREDIT AGREEMENT: Asset coverage 794 % 746 % 1062 % 808 % Asset coverage per $1,000 $ 7,942 $ 7,458 $ 10,625 $ 8,079
1 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. 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. 2 The investment advisory fee is calculated based on average net assets over a rolling 36-month basis, while the above ratios of investment advisory fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis. 3 Expense ratios based on total average net assets including liquidation value of Preferred Stock were 1.10% and 0.93% for the years ended December 31, 2012 and 2011, respectively.
38 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Micro-Cap Trust
Notes to Financial Statements Summary of Significant Accounting PoliciesRoyce Micro-Cap Trust, Inc. (the Fund), is a diversified closed-end investment company that was incorporated under the laws of the State of Maryland on September 9, 1993. The Fund commenced operations on December 14, 1993.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services-Investment Companies.VALUATION OF INVESTMENTS:Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaqs Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their highest bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Funds Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.Various inputs are used in determining the value of the Funds investments, as noted above. These inputs are summarized in the three broad levels below:Level 1 quoted prices in active markets for identical securities. Level 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Level 2 securities with values based on quoted prices for similar securities are noted in the Schedule of Investments. Level 3 significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.The following is a summary of the inputs used to value the Funds investments as of December 31, 2015. For a detailed breakout of common stocks by sector classification, please refer to the Schedule of Investments.
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Common Stocks $ 313,789,996 $ 25,421,117 $ 225,738 $ 339,436,851 Preferred Stocks 1,315,499 1,315,499 Cash Equivalents 14,418,000 14,418,000
For the year ended December 31, 2015, certain securities have transferred in and out of Level 1 and Level 2 measurements. The Fund recognizes transfers between levels as of the end of the reporting period. At December 31, 2015, securities valued at $643,961 were transferred from Level 2 to Level 1 within the fair value hierarchy.
2015 Annual Report to Stockholders | 39
Royce Micro-Cap Trust
Notes to Financial Statements (continued) VALUATION OF INVESTMENTS (continued):
Level 3 Reconciliation: REALIZED AND UNREALIZED BALANCE AS OF 12/31/14 SALES GAIN (LOSS)1 BALANCE AS OF 12/31/15 Common Stocks $325,702 $1 $(99,963) $225,738 1 The net change in unrealized appreciation (depreciation) is included in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. Net realized gain (loss) from investments and foreign currency transactions is included in the accompanying Statement of Operations.
The following table summarizes the valuation techniques used and unobservable inputs approved by the Valuation Committee to determine the fair value of certain, material Level 3 investments. The table does not include Level 3 investments with values derived utilizing prices from prior transactions or third party pricing information with adjustments (e.g. broker quotes, pricing services, net asset values).
FAIR VALUE AT IMPACT TO VALUATION FROM 12/31/15 VALUATION TECHNIQUE(S) UNOBSERVABLE INPUT(S) RANGE AVERAGE AN INCREASE IN INPUT 1 Common Stocks $ 225,738 Discounted Present Value
Balance Sheet Analysis Liquidity Discount 30%-40% Decrease 1 This column represents the directional change in the fair value of the Level 3 investments that would result in an increase from the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these unobservable inputs in isolation could result in significantly higher or lower fair value measurements.
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. The remaining contractual maturity of the repurchase agreement held by the Fund at December 31, 2015 is overnight and continuous.FOREIGN CURRENCY:Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, expiration of currency forward contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.TAXES:As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes under the caption Tax Information.DISTRIBUTIONS:The Fund pays quarterly distributions on the Funds Common Stock at the annual rate of 7% of the rolling average of the prior four calendar quarter-end NAVs of the Funds Common Stock, with the fourth quarter distribution being the greater of 1.75% of the rolling average or the distribution required by IRS regulations. Prior to November 15, 2012, distributions to Preferred Stockholders were accrued daily and paid quarterly. Distributions to Common Stockholders are recorded on ex-dividend date. Distributable capital gains and/or net investment income were first allocated to Preferred Stockholder distributions, with any excess allocable to Common Stockholders. If capital gains and/or net investment income were allocated to both Preferred and Common Stockholders, the tax character of such allocations was proportional. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital. Distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. Permanent book and tax differences relating to stockholder distributions will result in reclassifications within the capital accounts. Undistributed net investment income may include temporary book and tax basis differences, which will reverse in a subsequent period. Any taxable income or gain remaining undistributed at fiscal year end is distributed in the following year.
40 | 2015 Annual Report to Stockholders
Royce Micro-Cap Trust Notes to Financial Statements (continued)
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME:Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield-to-maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.EXPENSES:The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Funds operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and professional fees. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of directors fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.COMPENSATING BALANCE CREDITS:The Fund has an arrangement with its custodian bank, whereby a portion of the custodians fee is paid indirectly by credits earned on the Funds cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.Capital Stock:The Fund issued 2,189,322 and 3,505,620 shares of Common Stock as reinvestment of distributions for years ended December 31, 2015 and December 31, 2014, respectively.Borrowings:The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.As of December 31, 2015, the Fund has outstanding borrowings of $45,000,000. During the year ended December 31, 2015, the Fund borrowed an average daily balance of $57,698,630 at a weighted average borrowing cost of 1.26%. The maximum amount outstanding during the year ended December 31, 2015 was $60,000,000. As of December 31, 2015, the aggregate value of rehypothecated securities was $29,125,481. During the year ended December 31, 2015, the Fund earned $258,203 in fees from rehypothecated securities.Investment Advisory Agreement:As compensation for its services under the Investment Advisory Agreement, Royce receives a fee comprised of a Basic Fee (Basic Fee) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the Russell 2000.The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Funds month-end net assets applicable to Common Stockholders, plus the liquidation value of outstanding Preferred Stock through October 31, 2015, 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
2015 Annual Report to Stockholders | 41
Royce Micro-Cap Trust Notes to Financial Statements (continued)
Investment Advisory Agreement (continued):of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the Russell 2000 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the Russell 2000 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.For the twelve rolling 36-month periods in 2015, the Funds investment performance ranged from 1% to 10% below the investment performance of the Russell 2000. Accordingly, the net investment advisory fee consisted of a Basic Fee of $3,847,073 and a net downward adjustment of $496,816 for the performance of the Fund relative to that of the Russell 2000. For the year ended December 31, 2015, the Fund accrued and paid Royce investment advisory fees totaling $3,350,257.Purchases and Sales of Investment Securities:For the year ended December 31, 2015, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $146,797,402 and $180,593,359, respectively.
Cross trades were executed by the Fund pursuant to Rule 17a-7 under the 1940 Act. Cross trading is the buying or selling of portfolio securities between funds to which R&A serves as investment adviser. At its regularly scheduled quarterly meetings, the Board reviews such transactions as of the most recent calendar quarter for compliance with the requirements and restrictions set forth by Rule 17a-7. Cross trades for the year ended December 31, 2015, were as follows:
PURCHASES SALES REALIZED GAIN (LOSS) $27,582,337 $3,448,609 $(1,067,717)
Tax Information:Distributions during the years ended December 31, 2015 and 2014, were characterized as follows for tax purposes:
ORDINARY INCOME LONG-TERM CAPITAL GAINS 2015 2014 2015 2014 $7,501,533 $15,250,124 $36,418,446 $75,623,389The tax basis components of distributable earnings at December 31, 2015, were as follows:
UNDISTRIBUTED LONG-TERM QUALIFIED LATE YEAR UNDISTRIBUTED CAPITAL GAINS OR NET UNREALIZED ORDINARY AND TOTAL ORDINARY (CAPITAL LOSSES APPRECIATION POST-OCTOBER LOSS DISTRIBUTABLE INCOME NOT SUBJECT TO EXPIRATION) (DEPRECIATION) 1 DEFERRALS 2 EARNINGS $510,737 $6,312,289 $(635,134) $(635,427) $5,552,465 1Includes timing differences on foreign currency, recognition of losses on securities sold, publicly traded partnerships and mark-to-market of Passive Foreign Investment Companies.2Under the current tax law, capital losses and qualified late year ordinary losses incurred after October 31 may be deferred and treated as occurring on the first day of the following fiscal year.
For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. For the year ended December 31, 2015, the Fund recorded the following permanent reclassifications, which relate primarily to current investments in publicly traded partnerships and Trusts, foreign currency transactions, dividend redesignations and gains from the sale of Passive Foreign Investment Companies. Results of operations and net assets were not affected by these reclassifications.
UNDISTRIBUTED NET ACCUMULATED NET INVESTMENT INCOME REALIZED GAIN (LOSS) PAID-IN CAPITAL $1,128,953 $(684,544) $(444,409)
Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2012-2015) and has concluded that as of December 31, 2015, no provision for income tax is required in the Funds financial statements.
42 | 2015 Annual Report to Stockholders
Royce Micro-Cap Trust Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Royce Micro-Cap Trust, Inc.:In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statement of operations, of changes in net assets, and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Royce Micro-Cap Trust, Inc. (the Fund) at December 31, 2015, the results of its operations, the changes in its net assets, its cash flows and its financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The statement of changes in net assets for the year ended December 31, 2014 and the financial highlights for each of the fiscal periods presented in the period ended December 31, 2014 were audited by other independent accountants whose report dated February 23, 2015 expressed an unqualified opinion on those statements.
PricewaterhouseCoopers LLP Baltimore, Maryland February 23, 2016
2015 Annual Report to Stockholders | 43
Royce Value Trust
Schedule of Investments Common Stocks 105.2% SHARES VALUE CONSUMER DISCRETIONARY 12.6% AUTO COMPONENTS - 1.4%Drew Industries
94,616 $ 5,761,168Gentex Corporation
302,970 4,850,550Global & Yuasa Battery
28,500 989,481MRF
800 482,523Selamat Sempurna
1,816,700 627,466Standard Motor Products
50,391 1,917,378 14,628,566 AUTOMOBILES - 1.3%Thor Industries 1
168,010 9,433,761Winnebago Industries
211,400 4,206,860 13,640,621 DISTRIBUTORS - 1.1%Core-Mark Holding Company
115,200 9,439,488Weyco Group
97,992 2,622,266 12,061,754 DIVERSIFIED CONSUMER SERVICES - 1.7%American Public Education 2
39,400 733,234Collectors Universe
62,400 967,200DeVry Education Group
52,054 1,317,487Liberty Tax Cl. A
144,740 3,449,154LifeLock 1,2,3
142,000 2,037,700Lincoln Educational Services 2
430,600 856,894Regis Corporation 1,2
210,400 2,977,160Sothebys
138,200 3,560,032Universal Technical Institute
534,032 2,488,589 18,387,450 HOTELS, RESTAURANTS & LEISURE - 0.2%Century Casinos 2
183,160 1,424,985Thomas Cook (India)
120,000 369,030Tropicana Entertainment 2,4
16,100 272,895 2,066,910 HOUSEHOLD DURABLES - 2.2%Ethan Allen Interiors
288,700 8,031,634Flexsteel Industries
18,500 817,330Harman International Industries
28,600 2,694,406Mohawk Industries 1,2
22,400 4,242,336Natuzzi ADR 2
2,096,300 3,375,043NVR 2
660 1,084,380Samson Holding
2,500,000 308,752Stanley Furniture 2,5
1,012,235 2,824,136 23,378,017 INTERNET & CATALOG RETAIL - 0.3%Blue Nile 2
53,500 1,986,455Manutan International
12,200 649,706 2,636,161 LEISURE PRODUCTS - 1.1%LeapFrog Enterprises Cl. A 2
162,000 115,020Nautilus 2
656,600 10,978,352Shimano
3,500 536,065 11,629,437 MEDIA - 0.9%E.W. Scripps Company Cl. A
139,260 2,645,940Harte-Hanks
136,730 443,005McClatchy Company (The) Cl. A 2
557,400 674,454New Media Investment Group
46,800 910,728Pico Far East Holdings
3,484,400 944,189Rentrak Corporation 2
15,400 731,962T4F Entretenimento 2
263,617 206,386Technicolor
30,000 242,759Television Broadcasts
58,400 239,998Wiley (John) & Sons Cl. A
55,980 2,520,779 9,560,200 MULTILINE RETAIL - 0.0%New World Department Store China
1,447,500 220,136Parkson Retail Asia
345,800 64,629 284,765 SPECIALTY RETAIL - 1.4%Buckle (The) 1
130,595 4,019,714Destination Maternity
420,376 3,665,679Genesco 2
57,115 3,245,846I.T
1,127,000 298,322Oriental Watch Holdings
967,900 142,138Systemax 2
194,000 1,668,400TravelCenters of America LLC 2
62,500 587,500USS
35,000 526,598West Marine 2
131,100 1,113,039 15,267,236 TEXTILES, APPAREL & LUXURY GOODS - 1.0%Crown Crafts
118,041 1,002,168Culp
29,400 748,818J.G. Boswell Company 4
3,940 2,462,500Kewal Kiran Clothing
2,000 66,357Movado Group
79,161 2,035,229Pacific Textiles Holdings
350,000 540,160Stella International Holdings
150,000 371,102Van de Velde
10,000 681,713Wolverine World Wide 1
148,500 2,481,435YGM Trading
1,082,600 681,798 11,071,280 Total (Cost $122,068,088) 134,612,397 CONSUMER STAPLES 2.4% BEVERAGES - 0.3%Compania Cervecerias Unidas ADR
134,000 2,902,440 FOOD PRODUCTS - 2.0%Alico 1
27,000 1,044,630Binggrae 2
14,000 813,210Cal-Maine Foods
88,216 4,087,929Farmer Bros. 2
40,000 1,290,800Industrias Bachoco ADR
41,895 2,062,491Sanderson Farms 1
7,500 581,400Seneca Foods Cl. A 2
229,255 6,643,810Seneca Foods Cl. B 2
13,840 441,773SunOpta 2
143,559 981,943Tootsie Roll Industries 1
109,859 3,470,446Waterloo Investment Holdings 2,6
598,676 167,629 21,586,061 PERSONAL PRODUCTS - 0.1%Inter Parfums
5,700 135,774Nu Skin Enterprises Cl. A 1
31,000 1,174,590 1,310,364 Total (Cost $22,016,530) 25,798,865 ENERGY 3.7% ENERGY EQUIPMENT & SERVICES - 3.1%CARBO Ceramics 1
53,000 911,600
44 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2015
Schedule of Investments (continued) SHARES VALUE ENERGY (continued) ENERGY EQUIPMENT & SERVICES (continued)Ensign Energy Services
134,000 $ 714,693Era Group 2
356,000 3,969,400Gulf Island Fabrication
32,964 344,804Helmerich & Payne
95,660 5,122,593ION Geophysical 2
1,078,200 542,442Oil States International 2
51,233 1,396,099Pason Systems
388,380 5,442,428SEACOR Holdings 2
170,469 8,959,851TGS-NOPEC Geophysical
181,470 2,870,533Trican Well Service 2
897,300 415,026Unit Corporation 2
254,579 3,105,864 33,795,333 OIL, GAS & CONSUMABLE FUELS - 0.6%Green Plains
98,000 2,244,200Permian Basin Royalty Trust
161,000 814,660World Fuel Services
66,600 2,561,436WPX Energy 2
110,000 631,400 6,251,696 Total (Cost $60,383,624) 40,047,029 FINANCIALS 19.3% BANKS - 2.3%Bank of N.T. Butterfield & Son
1,784,161 3,479,114BCB Holdings 2
209,426 26,243Blue Hills Bancorp
104,180 1,594,996Canadian Western Bank
279,500 4,722,635Farmers & Merchants Bank of Long Beach 4
1,200 7,488,000Fauquier Bankshares
160,800 2,463,456First Citizens BancShares Cl. A
17,026 4,395,602 24,170,046 CAPITAL MARKETS - 8.8%AllianceBernstein Holding L.P.
24,500 584,325Ares Management L.P.
375,900 4,860,387Artisan Partners Asset Management Cl. A
223,200 8,048,592ASA Gold and Precious Metals
324,821 2,328,967Ashmore Group
1,144,000 4,319,809Azimut Holding
17,500 432,026BHF Kleinwort Benson Group 2
148,761 923,697CETIP - Mercados Organizados
430,000 4,060,936Citadel Capital 2
11,799,921 2,396,137Cowen Group 2
250,824 960,656Dundee Corporation Cl. A 2
1,079,900 3,558,823Eaton Vance 1
40,500 1,313,415Edmond de Rothschild (Suisse)
133 2,204,273Federated Investors Cl. B
334,390 9,580,274GAMCO Investors Cl. A
20,200 627,008GCA Savvian
11,513 117,681Jupiter Fund Management
230,000 1,520,704Lazard Cl. A
87,435 3,935,449Manning & Napier Cl. A
465,492 3,952,027Medley Management Cl. A
109,500 623,055mutares
9,266 177,241MVC Capital
324,200 2,389,354Newtek Business Services
65,900 943,688Partners Group Holding
1,075 385,963Rothschild & Co
196,893 5,025,022SEI Investments
198,905 10,422,622Sprott
590,000 1,014,815U.S. Global Investors Cl. A
520,551 609,045Value Partners Group
5,453,000 6,299,687Virtus Investment Partners
24,920 2,927,103VZ Holding
2,000 588,945Westwood Holdings Group
54,573 2,842,708ZAIS Group Holdings Cl. A 1,2
492,300 4,558,698 94,533,132 CONSUMER FINANCE - 0.1%EZCORP Cl. A 2
213,000 1,062,870 DIVERSIFIED FINANCIAL SERVICES - 2.5%Banca Finnat Euramerica
500,000 234,435First Pacific
1,020,000 675,631MarketAxess Holdings
90,000 10,043,100Morningstar
84,600 6,802,686PICO Holdings 2
409,400 4,225,008Sofina
19,698 2,210,780TMX Group
91,000 2,353,754 26,545,394 INSURANCE - 2.1%Alleghany Corporation 2
2,709 1,294,712Atlas Financial Holdings 2
9,500 189,050eHealth 2
20,000 199,600E-L Financial
16,500 8,299,487Erie Indemnity Cl. A
25,000 2,391,000Greenlight Capital Re Cl. A 2
240,561 4,500,896Independence Holding Company
332,964 4,611,551ProAssurance Corporation
17,139 831,756WMIH 2
77,742 201,352 22,519,404 INVESTMENT COMPANIES - 0.3%RIT Capital Partners
130,500 3,231,286 REAL ESTATE MANAGEMENT & DEVELOPMENT - 2.2%AV Homes 2
66,100 846,741Forestar Group 2
122,000 1,334,680FRP Holdings 2
212,958 7,227,794Kennedy-Wilson Holdings
101,300 2,439,304Marcus & Millichap 2
41,680 1,214,555St. Joe Company (The) 2
177,000 3,276,270Sun Frontier Fudousan
17,600 128,954Tejon Ranch 2
358,000 6,855,700Tejon Ranch (Warrants) 2
96,561 676 23,324,674 THRIFTS & MORTGAGE FINANCE - 1.0%Genworth MI Canada
284,395 5,467,159Timberland Bancorp 5
444,200 5,512,522Vestin Realty Mortgage II 2
53,557 139,248 11,118,929 Total (Cost $208,767,123) 206,505,735 HEALTH CARE 5.2% BIOTECHNOLOGY - 0.9%ARIAD Pharmaceuticals 1,2,3
140,000 875,000Keryx Biopharmaceuticals 2
70,000 353,500Myriad Genetics 1,2
7,973 344,115Sangamo BioSciences 2
120,315 1,098,476Zealand Pharma 2
334,307 7,326,579 9,997,670
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 45
Royce Value Trust
Schedule of Investments (continued) SHARES VALUE HEALTH CARE (continued) HEALTH CARE EQUIPMENT & SUPPLIES - 2.2%Analogic Corporation
53,335 $ 4,405,471Atrion Corporation 1
17,079 6,510,515bioMerieux
4,000 477,001Cerus Corporation 2
156,600 989,712Derma Sciences 2
87,142 398,239DiaSorin
7,000 366,050IDEXX Laboratories 1,2,3
114,822 8,372,820Invacare Corporation
38,900 676,471Trinity Biotech ADR Cl. A
82,800 973,728 23,170,007 HEALTH CARE PROVIDERS & SERVICES - 0.3%Aceto Corporation
42,255 1,140,040Addus HomeCare 2
22,200 516,816Landauer
50,000 1,646,000 3,302,856 HEALTH CARE TECHNOLOGY - 0.2%Medidata Solutions 2
40,000 1,971,600 LIFE SCIENCES TOOLS & SERVICES - 1.1%Bio-Rad Laboratories Cl. A 2
19,858 2,753,510Bio-Techne
58,743 5,286,870PAREXEL International 2
56,600 3,855,592 11,895,972 PHARMACEUTICALS - 0.5%Lipocine 2
55,866 722,347Medicines Company (The) 2
58,000 2,165,720Theravance Biopharma 2
63,291 1,037,340Vetoquinol
10,000 428,199Virbac
3,000 714,931 5,068,537 Total (Cost $36,084,199) 55,406,642 INDUSTRIALS 28.1% AEROSPACE & DEFENSE - 1.8%Ducommun 2
117,200 1,900,984FLYHT Aerospace Solutions 2
1,683,400 279,816HEICO Corporation
140,338 7,628,774HEICO Corporation Cl. A
80,808 3,975,754Hexcel Corporation
47,500 2,206,375Magellan Aerospace
122,779 1,428,591Teledyne Technologies 2
20,600 1,827,220 19,247,514 AIR FREIGHT & LOGISTICS - 2.0%Expeditors International of Washington
158,900 7,166,390Forward Air
209,750 9,021,347Hub Group Cl. A 1,2,3
149,400 4,922,730 21,110,467 BUILDING PRODUCTS - 0.8%American Woodmark 2
89,635 7,169,007Burnham Holdings Cl. B 4
36,000 592,200Patrick Industries 2
14,750 641,625Polypipe Group
103,000 529,783 8,932,615 COMMERCIAL SERVICES & SUPPLIES - 2.8%Atento 2
159,200 1,550,608Brady Corporation Cl. A
45,900 1,054,782CompX International Cl. A
211,100 2,406,540Copart 2
178,360 6,779,464dorma+kaba Holding
600 407,097Heritage-Crystal Clean 2
152,527 1,616,786InnerWorkings 2
114,000 855,000Kimball International Cl. B
286,180 2,795,979Ritchie Bros. Auctioneers
401,794 9,687,253Societe BIC
2,000 329,082Steelcase Cl. A
155,330 2,314,417 29,797,008 CONSTRUCTION & ENGINEERING - 2.6%EMCOR Group 1,3
134,400 6,456,576Integrated Electrical Services 2
677,482 7,499,726Jacobs Engineering Group 1,2
164,900 6,917,555KBR
286,192 4,842,368Northwest Pipe 2
117,800 1,318,182Sterling Construction 2
212,735 1,293,429 28,327,836 ELECTRICAL EQUIPMENT - 1.2%AZZ
21,600 1,200,312Franklin Electric
104,600 2,827,338Global Power Equipment Group
631,820 2,198,734Powell Industries
94,500 2,459,835Preformed Line Products
91,600 3,856,360 12,542,579 INDUSTRIAL CONGLOMERATES - 0.4%A. Soriano
2,791,000 378,430Carlisle Companies 1
11,400 1,011,066Raven Industries
226,725 3,536,910 4,926,406 MACHINERY - 10.2%Burckhardt Compression Holding
8,400 2,575,997Chen Hsong Holdings
1,159,000 267,690China Metal International Holdings
554,524 169,932CIRCOR International
104,004 4,383,769CLARCOR
92,500 4,595,400Columbus McKinnon
69,775 1,318,748Deutz
115,000 460,288Donaldson Company
193,559 5,547,401Federal Signal
166,280 2,635,538Graco
94,276 6,794,471Graham Corporation
20,568 345,954Hurco Companies
25,952 689,285Hyster-Yale Materials Handling Cl. A
18,415 965,867IDEX Corporation
67,400 5,163,514John Bean Technologies
121,826 6,070,590Kennametal
160,100 3,073,920Lincoln Electric Holdings
61,360 3,183,970Lindsay Corporation 1
80,000 5,792,000Luxfer Holdings ADR
28,100 276,504Lydall 2
30,680 1,088,526Mueller Water Products Cl. A
33,600 288,960NN
308,700 4,920,678Nordson Corporation
24,296 1,558,588RBC Bearings 2
109,600 7,079,064Semperit AG Holding
2,940 98,695Spirax-Sarco Engineering
7,600 366,115Sun Hydraulics
103,118 3,271,934Tennant Company
103,900 5,845,414Valmont Industries 1
67,855 7,193,987WABCO Holdings 2
43,400 4,438,084
46 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2015
Schedule of Investments (continued) SHARES VALUE INDUSTRIALS (continued) MACHINERY (continued)Wabtec Corporation
83,560 $ 5,942,787Watts Water Technologies Cl. A
61,000 3,029,870Woodward
208,400 10,349,144 109,782,684 MARINE - 0.8%Clarkson
198,700 6,583,284Kirby Corporation 2
41,100 2,162,682 8,745,966 PROFESSIONAL SERVICES - 3.0%Acacia Research
55,600 238,524Advisory Board (The) 1,2,3
150,277 7,455,242Franklin Covey 2
60,000 1,004,400Heidrick & Struggles International
66,480 1,809,586ICF International 2
27,196 967,090ManpowerGroup
83,858 7,068,391On Assignment 1,2,3
230,695 10,369,740Robert Half International
19,032 897,168TrueBlue 2
70,250 1,809,640Volt Information Sciences 2
65,000 529,100 32,148,881 ROAD & RAIL - 1.5%Genesee & Wyoming Cl. A 2
20,000 1,073,800Knight Transportation
122,400 2,965,752Landstar System
118,960 6,977,004Saia 1,2
141,890 3,157,052Trancom
6,647 368,334Universal Truckload Services
78,916 1,107,981 15,649,923 TRADING COMPANIES & DISTRIBUTORS - 0.8%Houston Wire & Cable
598,871 3,162,039Kloeckner & Co
31,300 271,976MISUMI Group
30,000 413,129MSC Industrial Direct Cl. A 1
79,993 4,501,206 8,348,350 TRANSPORTATION INFRASTRUCTURE - 0.2%Hopewell Highway Infrastructure
1,012,000 485,075Touax 2
40,040 435,137Wesco Aircraft Holdings 2
68,400 818,748 1,738,960 Total (Cost $210,534,829) 301,299,189 INFORMATION TECHNOLOGY 20.7% COMMUNICATIONS EQUIPMENT - 0.6%ADTRAN 1,3
259,273 4,464,681Alliance Fiber Optic Products 2
63,200 958,112Bel Fuse Cl. B
30,238 522,815Extreme Networks 2
80,000 326,400 6,272,008 ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 9.8%Agilysys 2
165,125 1,649,599Anixter International 1,2,3
70,895 4,281,349Benchmark Electronics 2
125,500 2,594,085Cognex Corporation 1
166,400 5,619,328Coherent 2
158,536 10,322,279Dolby Laboratories Cl. A
57,840 1,946,316DTS 2
225,000 5,080,500ePlus 2
6,800 634,168Fabrinet 2
46,950 1,118,349FARO Technologies 2
115,200 3,400,704FEI Company
82,100 6,550,759FLIR Systems
302,000 8,477,140HollySys Automation Technologies
51,082 1,132,999IPG Photonics 1,2,3
53,890 4,804,832Kimball Electronics 2
214,635 2,358,839LRAD Corporation 2
751,544 1,495,573Mercury Systems 2
38,200 701,352Methode Electronics
29,200 929,436National Instruments
261,850 7,512,476Newport Corporation 2
541,000 8,585,670Orbotech 2
4,000 88,520PC Connection
16,301 369,055Perceptron 2
357,700 2,786,483Plexus Corporation 2
176,100 6,149,412Richardson Electronics
573,732 3,253,060Rofin-Sinar Technologies 2
226,971 6,078,283Rogers Corporation 2
57,066 2,942,894TTM Technologies 1,2,3
496,400 3,231,564Vishay Precision Group 2
78,826 892,310 104,987,334 INTERNET SOFTWARE & SERVICES - 1.8%Actua Corporation 2
152,253 1,743,297Care.com 2
395,900 2,834,644IZEA 2,4
701,300 277,014j2 Global
28,610 2,355,175QuinStreet 2
488,232 2,094,515RealNetworks 2
376,750 1,601,188Spark Networks 1,2,3
394,100 1,517,285Stamps.com 2
33,600 3,682,896Support.com 2
1,324,295 1,337,538Textura Corporation 2
19,000 410,020Tomorrow Focus 2
44,900 173,077United Online 2
133,971 1,579,518 19,606,167 IT SERVICES - 2.4%Computer Task Group
223,700 1,480,894Convergys Corporation 1
121,000 3,011,690eClerx Services
18,000 383,825Hackett Group (The)
671,366 10,788,852Hexaware Technologies
130,000 478,325Innodata 2
314,314 895,795MAXIMUS
107,500 6,046,875Net 1 UEPS Technologies 2
15,000 202,650Persistent Systems
40,000 387,854Prodware
20,100 172,976Sykes Enterprises 2
24,294 747,769TravelSky Technology
200,000 328,208Unisys Corporation 2
94,000 1,038,700 25,964,413 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 2.7%Amtech Systems 2
141,471 885,609Brooks Automation
116,100 1,239,948Cascade Microtech 2
61,800 1,004,250Diodes 2
270,850 6,224,133Exar Corporation 2
157,576 965,941Intermolecular 2
165,448 383,839Kopin Corporation 2
242,200 658,784
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 47
Royce Value Trust
Schedule of Investments (continued) SHARES VALUE INFORMATION TECHNOLOGY (continued) SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (continued)Kulicke & Soffa Industries 2
77,400 $ 903,258MKS Instruments
170,510 6,138,360MoSys 1,2,3
337,000 367,330Nanometrics 2
166,750 2,524,595Photronics 2
157,700 1,963,365Teradyne
130,000 2,687,100Tessera Technologies
65,930 1,978,559Ultra Clean Holdings 2
50,300 257,536Veeco Instruments 1,2,3
28,300 581,848 28,764,455 SOFTWARE - 2.5%American Software Cl. A
88,490 900,828ANSYS 1,2,3
95,000 8,787,500Blackbaud
31,400 2,068,004Computer Modelling Group
313,200 2,032,620Mentor Graphics
149,923 2,761,582Model N 2
104,000 1,160,640Monotype Imaging Holdings
153,740 3,634,414PSI 2
52,500 738,537PTC 2
25,000 865,750SeaChange International 2
247,069 1,665,245SimCorp
9,300 524,488TiVo 2
133,200 1,149,516TOTVS
50,000 389,896 26,679,020 TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 0.9%Diebold 1
266,600 8,021,994Intevac 2
114,000 536,940Kortek
99,000 976,842Silicon Graphics International 2
93,600 552,240 10,088,016 Total (Cost $188,389,488) 222,361,413 MATERIALS 7.6% CHEMICALS - 2.0%C. Uyemura & Co.
13,100 557,573Dyadic International 2,4
75,000 135,000FutureFuel Corporation
48,500 654,750Hawkins
86,178 3,082,587Innospec
44,838 2,435,152Intrepid Potash 2
356,498 1,051,669Minerals Technologies
87,093 3,994,085Quaker Chemical
109,669 8,473,027Umicore
12,500 522,516Victrex
12,000 316,680 21,223,039 CONSTRUCTION MATERIALS - 1.0%Ash Grove Cement Cl. B 4
50,518 10,507,744 CONTAINERS & PACKAGING - 0.8%Greif Cl. A
100,344 3,091,599Mayr-Melnhof Karton
32,700 4,069,251UFP Technologies 2
54,709 1,303,168 8,464,018 METALS & MINING - 3.8%Alamos Gold Cl. A
464,366 1,526,968Ampco-Pittsburgh
56,516 579,854Central Steel & Wire 4
4,862 2,649,887Exeter Resource 2
475,000 154,375Franco-Nevada Corporation
108,000 4,941,000Gold Fields ADR
865,000 2,396,050Haynes International
113,900 4,178,991Hecla Mining
660,000 1,247,400Imdex 2
700,000 101,388Lundin Mining 2
640,000 1,757,606Major Drilling Group International
406,543 1,286,882Pan American Silver
130,430 847,795Pretium Resources 2
246,000 1,237,378Reliance Steel & Aluminum
171,270 9,918,246Seabridge Gold 1,2,3
282,000 2,337,780Synalloy Corporation
178,800 1,230,144Vista Gold 2
124,000 34,038Worthington Industries
148,000 4,460,720 40,886,502 PAPER & FOREST PRODUCTS - 0.0%TFS Corporation
251,185 288,330 Total (Cost $77,065,012) 81,369,633 TELECOMMUNICATION SERVICES 0.5% WIRELESS TELECOMMUNICATION SERVICES - 0.5%Spok Holdings
18,595 340,661Telephone and Data Systems
208,270 5,392,110 Total (Cost $5,721,184) 5,732,771 UTILITIES 0.1% GAS UTILITIES - 0.1%Shizuoka Gas
110,000 703,087Toho Gas
60,000 387,471 1,090,558 MULTI-UTILITIES - 0.0%Just Energy Group 1
20,600 146,672 Total (Cost $1,234,657) 1,237,230 MISCELLANEOUS7 5.0% Total (Cost $56,093,347) 53,074,549 TOTAL COMMON STOCKS (Cost $988,358,081) 1,127,445,453 REPURCHASE AGREEMENT 1.0% Fixed Income Clearing Corporation, 0.03% dated 12/31/15, due 1/4/16, maturity value $10,727,036 (collateralized by obligations of various U.S. Government Agencies, 1.625% due 7/31/20, valued at $10,943,663) (Cost $10,727,000) 10,727,000 TOTAL INVESTMENTS 106.2% (Cost $999,085,081) 1,138,172,453 LIABILITIES LESS CASH AND OTHER ASSETS (6.2)% (66,137,707 ) NET ASSETS 100.0% $ 1,072,034,746
48 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2015
New additions in 2015.1All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2015. Total market value of pledged securities at December 31, 2015, was $116,154,894.2Non-income producing.3At December 31, 2015, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $55,161,255.4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.5At December 31, 2015, 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.6A security for which market quotations are not readily available represents 0.0% of net assets. This security has been valued at its fair value under procedures approved by the Funds Board of Directors. This security is defined as a Level 3 security due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.7Includes securities first acquired in 2015 and less than 1% of net assets.Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2015, market value.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,001,534,253. At December 31, 2015, net unrealized appreciation for all securities was $136,638,200, consisting of aggregate gross unrealized appreciation of $278,258,206 and aggregate gross unrealized depreciation of $141,620,006. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold, investments in publicly traded partnerships and Trusts and mark-to-market of Passive Foreign Investment Companies.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 49
Royce Value Trust December 31, 2015
Statement of Assets and Liabilities ASSETS: Investments at valueNon-Affiliated Companies
$ 1,119,108,795Affiliated Companies
8,336,658 Repurchase agreements (at cost and value) 10,727,000 Cash and foreign currency 214,267 Receivable for investments sold 3,210,183 Receivable for dividends and interest 1,307,487 Prepaid expenses and other assets 552,797 Total Assets 1,143,457,187 LIABILITIES: Revolving credit agreement 70,000,000 Payable for investments purchased 562,307 Payable for investment advisory fee 493,311 Payable for directors fees 57,368 Payable for interest expense 6,054 Accrued expenses 252,267 Deferred capital gains tax 51,134 Total Liabilities 71,422,441 Net Assets $ 1,072,034,746 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 79,051,762 shares outstanding (150,000,000 shares authorized) $ 929,036,835 Undistributed net investment income (loss) (1,047,919 ) Accumulated net realized gain (loss) on investments and foreign currency 5,044,187 Net unrealized appreciation (depreciation) on investments and foreign currency 139,001,643 Net Assets (net asset value per share - $13.56) $ 1,072,034,746 Investments at identified cost $ 988,358,081
50 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust
Statement of Changes in Net Assets
YEAR ENDED 12/31/15 YEAR ENDED 12/31/14 INVESTMENT OPERATIONS: Net investment income (loss) $ 9,193,108 $ 9,123,977 Net realized gain (loss) on investments and foreign currency 43,117,817 130,855,526 Net change in unrealized appreciation (depreciation) on investments and foreign currency (157,435,228 ) (140,388,974 ) Net increase (decrease) in net assets from investment operations (105,124,303 ) (409,471 ) DISTRIBUTIONS: Net investment income (12,151,910 ) (10,008,114 ) Net realized gain on investments and foreign currency (83,306,926 ) (123,263,927 ) Total distributions (95,458,836 ) (133,272,041 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 40,663,247 57,806,861 Total capital stock transactions 40,663,247 57,806,861 Net Increase (Decrease) In Net Assets (159,919,892 ) (75,874,651 ) NET ASSETS: Beginning of year 1,231,954,638 1,307,829,289 End of year (including undistributed net investment income (loss) of $(1,047,919) at 12/31/15 and $2,286,303 at 12/31/14) $ 1,072,034,746 $ 1,231,954,638
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 51
Royce Value Trust Year Ended December 31, 2015
Statement of Operations
INVESTMENT INCOME: INCOME: DividendsNon-Affiliated Companies
$ 17,125,813Affiliated Companies
137,702 Foreign withholding tax (398,966 ) Interest 44,593 Rehypothecation income 358,817 Securities lending 668 Total income 17,268,627 EXPENSES: Investment advisory fees 5,891,150 Interest expense 899,029 Stockholder reports 430,339 Custody and transfer agent fees 233,579 Administrative and office facilities 190,523 Directors fees 180,221 Professional fees 113,995 Other expenses 136,775 Total expenses 8,075,611 Compensating balance credits (92 ) Net expenses 8,075,519 Net investment income (loss) 9,193,108 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments 42,996,570 Foreign currency transactions 121,247 NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations (157,609,448 ) Other assets and liabilities denominated in foreign currency 174,220 Net realized and unrealized gain (loss) on investments and foreign currency (114,317,411 ) NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ (105,124,303 )
52 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust Year Ended December 31, 2015
Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ (105,124,303 ) Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:Purchases of long-term investments
(421,650,687 )Proceeds from sales and maturities of long-term investments
448,806,816Net purchases, sales and maturities of short-term investments
18,828,000Net (increase) decrease in dividends and interest receivable and other assets
(321,915 )Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
(145,507 )Net change in unrealized appreciation (depreciation) on investments
157,609,448Net realized gain (loss) on investments and foreign currency
(43,117,817 ) Net cash provided by operating activities 54,884,035 CASH FLOWS FROM FINANCING ACTIVITIES: Distributions (95,458,836 ) Reinvestment of distributions 40,663,247 Net cash used for financing activities (54,795,589 ) INCREASE (DECREASE) IN CASH: 88,446 Cash and foreign currency at beginning of year 125,821 Cash and foreign currency at end of year $ 214,267
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2015 Annual Report to Stockholders | 53
Royce Value Trust
Financial HighlightsThis table is presented to show selected data for a share of Common Stock outstanding throughout each period, and to assist stockholders in evaluating the Funds performance for the periods presented.YEARS ENDED 12/31/15 12/31/14 12/31/13 12/31/12 12/31/11 Net Asset Value, Beginning of Period $ 16.24 $ 18.17 $ 15.40 $ 14.18 $ 16.73 INVESTMENT OPERATIONS: Net investment income (loss) 0.12 0.12 0.12 0.23 0.10 Net realized and unrealized gain (loss) on investments and foreign currency (1.48 ) (0.13 ) 4.89 2.02 (1.62 ) Total investment operations (1.36 ) (0.01 ) 5.01 2.25 (1.52 ) DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (0.04 ) (0.03 ) Net realized gain on investments and foreign currency (0.13 ) (0.16 ) Total distributions to Preferred Stockholders (0.17 ) (0.19 )Net Increase (Decrease) in Net Assets Applicable to Common Stockholders from Investment Operations
(1.36 ) (0.01 ) 5.01 2.08 (1.71 ) DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (0.16 ) (0.14 ) (0.11 ) (0.17 ) (0.08 ) Net realized gain on investments and foreign currency (1.08 ) (1.68 ) (2.08 ) (0.63 ) (0.43 ) Return of capital (0.27 ) Total distributions to Common Stockholders (1.24 ) (1.82 ) (2.19 ) (0.80 ) (0.78 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.08 ) (0.10 ) (0.05 ) (0.06 ) (0.06 ) Total capital stock transactions (0.08 ) (0.10 ) (0.05 ) (0.06 ) (0.06 ) Net Asset Value, End of Period $ 13.56 $ 16.24 $ 18.17 $ 15.40 $ 14.18 Market Value, End of Period $ 11.77 $ 14.33 $ 16.01 $ 13.42 $ 12.27 TOTAL RETURN:1 Net Asset Value (8.09 )% 0.78 % 34.14 % 15.41 % (10.06 )% Market Value (9.59 )% 0.93 % 35.63 % 16.22 % (10.46 )%RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:
Investment advisory fee expense2 0.50 % 0.46 % 0.54 % 0.56 % 0.86 % Other operating expenses 0.18 % 0.15 % 0.25 % 0.15 % 0.12 % Total expenses (net)3 0.68 % 0.61 % 0.79 % 0.71 % 0.98 % Expenses net of fee waivers and excluding interest expense 0.61 % 0.55 % 0.65 % 0.68 % 0.98 % Expenses prior to fee waivers and balance credits 0.68 % 0.61 % 0.79 % 0.71 % 0.98 % Expenses prior to fee waivers 0.68 % 0.61 % 0.79 % 0.71 % 0.98 % Net investment income (loss) 0.78 % 0.72 % 0.70 % 1.57 % 0.63 % SUPPLEMENTAL DATA: Net Assets Applicable to Common Stockholders, End of Period (in thousands) $ 1,072,035 $ 1,231,955 $ 1,307,829 $ 1,082,426 $ 966,640 Liquidation Value of Preferred Stock, End of Period (in thousands) $ 220,000 Portfolio Turnover Rate 35 % 40 % 33 % 25 % 26 % PREFERRED STOCK: Total shares outstanding 8,800,000 Asset coverage per share $ 134.88 Liquidation preference per share $ 25.00 Average month-end market value per share $ 25.37 REVOLVING CREDIT AGREEMENT: Asset coverage 1631 % 1860 % 1289 % 822 % Asset coverage per $1,000 $ 16,315 $ 18,599 $ 12,889 $ 8,216
1The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Funds Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Funds net asset value is used on the purchase and sale dates instead of market value.2The investment advisory fee is calculated based on average net assets over a rolling 60-month basis, while the above ratios of investment advisory fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis.3Expense ratios based on total average net assets including liquidation value of Preferred Stock were 0.60% and 0.82% for the years ended December 31, 2012 and 2011, respectively.
54 | 2015 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust
Notes to Financial Statements
Summary of Significant Accounting Policies:Royce Value Trust, Inc. (the Fund), is a diversified closed-end investment company that was incorporated under the laws of the State of Maryland on July 1, 1986. The Fund commenced operations on November 26, 1986.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services-Investment Companies.
VALUATION OF INVESTMENTS:Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaqs Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their highest bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Funds Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.Various inputs are used in determining the value of the Funds investments, as noted above. These inputs are summarized in the three broad levels below:Level 1 quoted prices in active markets for identical securities.Level 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Level 2 securities with values based on quoted prices for similar securities are noted in the Schedule of Investments.Level 3 significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.The following is a summary of the inputs used to value the Funds investments as of December 31, 2015. For a detailed breakout of common stocks by sector classification, please refer to the Schedule of Investments.LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Common Stocks $ 1,007,975,908 $ 119,301,916 $ 167,629 $ 1,127,445,453 Cash Equivalents 10,727,000 10,727,000For the year ended December 31, 2015, certain securities have transferred in and out of Level 1 and Level 2 measurements. The Fund recognizes transfers between levels as of the end of the reporting period. At December 31, 2015, securities valued at $267,690 were transferred from Level 2 to Level 1 within the fair value hierarchy.
2015 Annual Report to Stockholders | 55
Royce Value Trust
Notes to Financial Statements (continued)
VALUATION OF INVESTMENTS (continued):
Level 3 Reconciliation:
BALANCE AS OF 12/31/14 SALES REALIZED AND UNREALIZED
GAIN (LOSS)1 BALANCE AS OF 12/31/15 Common Stocks $ 270,001 $ 1 $(102,371) $167,629 Preferred Stocks 1,216,350 724,062 (492,288) 1 The net change in unrealized appreciation (depreciation) is included in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. Net realized gain (loss) from investments and foreign currency transactions is included in the accompanying Statement of Operations.
REPURCHASE AGREEMENTS:The Fund may enter into repurchase agreements with institutions that the Funds investment adviser has determined are creditworthy. The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities. The remaining contractual maturity of the repurchase agreement held by the Fund at December 31, 2015 is overnight and continuous.
FOREIGN CURRENCY:Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, expiration of currency forward contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.
SECURITIES LENDING:The Fund loans securities through a lending agent to qualified institutional investors for the purpose of realizing additional income. Collateral for the Fund on all securities loaned is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral maintained is at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund retains the risk of any loss on the securities on loan as well as incurring the potential loss on investments purchased with cash collateral received for securities lending. The Funds securities lending income consists of the income earned on investing cash collateral, plus any premium payments received for lending certain securities, less any rebates paid to borrowers and lending agent fees associated with the loan. The lending agent is not affiliated with Royce. No securities were on loan at December 31, 2015.
TAXES:As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes under the caption Tax Information.
CAPITAL GAINS TAXES:The Fund is subject to a tax imposed on short-term capital gains on securities of issuers domiciled in certain countries. The Fund records an estimated deferred tax liability for these securities that have been held for less than one year. This amount, if any, is reported as deferred capital gains tax in the accompanying Statement of Assets and Liabilities, assuming those positions were disposed of at the end of the period, and accounted for as a reduction in the market value of the security.
DISTRIBUTIONS:The Fund pays quarterly distributions on the Funds Common Stock at the annual rate of 7% of the rolling average of the prior four calendar quarter-end NAVs of the Funds Common Stock, with the fourth quarter distribution being the greater of 1.75% of the rolling average or the distribution required by IRS regulations. Prior to November 15, 2012, distributions to Preferred Stockholders were accrued daily and paid quarterly. Distributions to Common Stockholders are recorded on ex-dividend date. Distributable capital gains and/or net investment income were first allocated to Preferred Stockholder distributions, with any excess allocable to Common Stockholders. If capital gains and/or net investment income were allocated to both Preferred and Common Stockholders, the tax character of such allocations was proportional. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital. Distributions are determined in accordance with income tax regulations that may
56 | 2015 Annual Report to Stockholders
Royce Value Trust
Notes to Financial Statements (continued)
DISTRIBUTIONS (continued):differ from accounting principles generally accepted in the United States of America. Permanent book and tax differences relating to stockholder distributions will result in reclassifications within the capital accounts. Undistributed net investment income may include temporary book and tax basis differences, which will reverse in a subsequent period. Any taxable income or gain remaining undistributed at fiscal year end is distributed in the following year.
INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME:Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield-to-maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.
EXPENSES:The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Funds operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Funds are allocated by Royce & Associates, LLC (Royce) under an administration agreement and are included in administrative and office facilities and professional fees. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of directors fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.
COMPENSATING BALANCE CREDITS:The Fund has an arrangement with its custodian bank, whereby a portion of the custodians fee is paid indirectly by credits earned on the Funds cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.
Capital Stock:The Fund issued 3,183,214 and 3,894,284 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2015 and December 31, 2014, respectively.
Borrowings:The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.As of December 31, 2015, the Fund has outstanding borrowings of $70,000,000. During the year ended December 31, 2015, the Fund borrowed an average daily balance of $70,000,000 at a weighted average borrowing cost of 1.27%. The maximum amount outstanding during the year ended December 31, 2015 was $70,000,000. As of December 31, 2015, the aggregate value of rehypothecated securities was $55,161,255. During the year ended December 31, 2015, the Fund earned $358,817 in fees from rehypothecated securities.
Investment Advisory Agreement:As compensation for its services under the Investment Advisory Agreement, Royce receives a fee comprised of a Basic Fee (Basic Fee) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the S&P SmallCap 600 Index (S&P 600).The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Funds month-end net assets applicable to Common Stockholders, plus the liquidation value of outstanding Preferred Stock, for the rolling 60-month period ending with
2015 Annual Report to Stockholders | 57
Royce Value Trust
Notes to Financial Statements (continued)
Investment Advisory Agreement (continued):such month (the performance period). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the S&P 600 for the performance period by more than two percentage points. The performance period for each such month is a rolling 60-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the S&P 600 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the S&P 600 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.Notwithstanding the foregoing, Royce is not entitled to receive any fee for any month when the investment performance of the Fund for the rolling 36-month period ending with such month is negative. In the event that the Funds investment performance for such a performance period is less than zero, Royce will not be required to refund to the Fund any fee earned in respect of any prior performance period.For the twelve rolling 60-month periods in 2015, the Funds investment performance ranged from 37% to 52% below the investment performance of the S&P 600. Accordingly, the net investment advisory fee consisted of a Basic Fee of $11,782,299 and a net downward adjustment of $5,891,149 for the performance of the Fund relative to that of the S&P 600. For the year ended December 31, 2015, the Fund accrued and paid Royce investment advisory fees totaling $5,891,150.
Purchases and Sales of Investment Securities:For the year ended December 31, 2015, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $416,979,288 and $441,694,010, respectively.Cross trades were executed by the Fund pursuant to Rule 17a-7 under the 1940 Act. Cross trading is the buying or selling of portfolio securities between funds to which R&A serves as investment adviser. At its regularly scheduled quarterly meetings, the Board reviews such transactions as of the most recent calendar quarter for compliance with the requirements and restrictions set forth by Rule 17a-7. Cross trades for the year ended December 31, 2015, were as follows:
PURCHASES SALES REALIZED GAIN (LOSS) $85,028,140 $44,242,674 $17,998,274
Tax Information:Distributions during the years ended December 31, 2015 and 2014, were characterized as follows for tax purposes:
ORDINARY INCOME LONG-TERM CAPITAL GAINS 2015 2014 2015 2014 $16,352,099 $29,761,905 $79,106,737 $103,510,136The tax basis components of distributable earnings at December 31, 2015, were as follows:
UNDISTRIBUTED
ORDINARY
INCOME UNDISTRIBUTED LONG-TERM
CAPITAL GAINS OR
(CAPITAL LOSSES
NOT SUBJECT TO EXPIRATION) NET UNREALIZED
APPRECIATION
(DEPRECIATION)1 QUALIFIED LATE YEAR
ORDINARY AND
POST-OCTOBER LOSS
DEFERRALS2 TOTAL
DISTRIBUTABLE
EARNINGS $8,993 $7,183,938 $136,552,471 $(747,491) $142,997,911 1 Includes timing differences on foreign currency, recognition of losses on securities sold, investments in publicly traded partnerships and Trusts and mark-to-market of Passive Foreign Investment Companies. 2 Under the current tax law, capital losses and qualified late year ordinary losses incurred after October 31 may be deferred and treated as occurring on the first day of the following fiscal year.For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. For the year ended December 31, 2015, the Fund recorded the following permanent reclassifications, which relate primarily to current Real Estate Investment Trusts, publicly traded partnerships and Trusts, foreign currency transactions, foreign capital gains tax, dividend redesignations and gains from the sale of Passive Foreign Investment Companies. Results of operations and net assets were not affected by these reclassifications.
UNDISTRIBUTED NET
INVESTMENT INCOME ACCUMULATED NET
REALIZED GAIN (LOSS) PAID-IN CAPITAL $(375,420) $(18,688) $394,108Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2012-2015) and has concluded that as of December 31, 2015, no provision for income tax is required in the Funds financial statements.
58 | 2015 Annual Report to Stockholders
Royce Value Trust
Notes to Financial Statements (continued)
Transactions in Affiliated Companies:An Affiliated Company as defined in the Investment Company Act of 1940, is a company in which a fund owns 5% or more of the companys outstanding voting securities at any time during the period. The Fund effected the following transactions in shares of such companies for the year ended December 31, 2015:
AFFILIATED COMPANY SHARES
12/31/14 MARKET VALUE
12/31/14 COST OF
PURCHASES COST OF
SALES REALIZED
GAIN (LOSS) DIVIDEND
INCOME SHARES
12/31/15 MARKET VALUE
12/31/15 Stanley Furniture 1,012,235 $2,773,524 1,012,235 $2,824,136 Timberland Bancorp 444,200 4,708,520 $137,702 444,200 5,512,522 $7,482,044 $137,702 $8,336,658
2015 Annual Report to Stockholders | 59
Royce Value Trust
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Royce Value Trust, Inc.:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statement of operations, of changes in net assets, and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Royce Value Trust, Inc. (the Fund) at December 31, 2015, the results of its operations, the changes in its net assets, its cash flows and its financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The statement of changes in net assets for the year ended December 31, 2014 and the financial highlights for each of the fiscal periods presented in the period ended December 31, 2014 were audited by other independent accountants whose report dated February 23, 2015 expressed an unqualified opinion on those statements.
PricewaterhouseCoopers LLP
60 | 2015 Annual Report to Stockholders
Baltimore, Maryland
February 23, 2016
Directors and Officers
All Directors and Officers may be reached c/o The Royce Funds, 745 Fifth Avenue, New York, NY 10151
Charles M. Royce, Director1
Age: 76 | Number of Funds Overseen: 25 | Tenure: Since 1982
Non-Royce Directorships: Director of TICC Capital Corp.
Principal Occupation(s) During Past Five Years: Chief Executive Officer and a Member of the Board of Managers of Royce & Associates, LLC (Royce), the Trusts investment adviser.Christopher D. Clark, Trustee1, President
Age: 50 | Number of Funds Overseen: 25 | Tenure: Since 2014
Principal Occupation(s) During Past Five Years: President (since July 2014), Co-Chief Investment Officer (since January 2014), Managing Director and, since June 2015, a Member of the Board of Managers of Royce, having been employed by Royce since May 2007.Patricia W. Chadwick, Director
Age: 67 | Number of Funds Overseen: 25 | Tenure: Since 2009
Non-Royce Directorships: Trustee of ING Mutual Funds and Director of Wisconsin Energy Corp.
Principal Occupation(s) During Past 5 Years: Consultant and President of Ravengate Partners LLC (since 2000).Richard M. Galkin, Director
Age: 77 | Number of Funds Overseen: 25 | Tenure: Since 1982
Non-Royce Directorships: None
Principal Occupation(s) During Past Five Years: Private investor. Mr. Galkins prior business experience includes having served as President of Richard M. Galkin Associates, Inc., telecommunications consultants, President of Manhattan Cable Television (a subsidiary of Time, Inc.), President of Haverhills Inc. (another Time, Inc. subsidiary), President of Rhode Island Cable Television, and Senior Vice President of Satellite Television Corp. (a subsidiary of Comsat).Stephen L. Isaacs, Director
Age: 76 | Number of Funds Overseen: 25 | Tenure: Since 1989
Non-Royce Directorships: None
Principal Occupation(s) During Past Five Years: Attorney and President of Health Policy Associates, Inc., consultants. Mr. Isaacss prior business experience includes having served as President of the Center for Health and Social Policy (from 1996 to 2012); Director of Columbia University Development Law and Policy Program and Professor at Columbia University (until August 1996).Arthur S. Mehlman, Director
Age: 73 | Number of Funds Overseen: 46 | Tenure: Since 2004
Non-Royce Directorships: Director/Trustee of registered investment companies constituting the 18 Legg Mason Funds.
Principal Occupation(s) During Past Five Years: Director of The League for People with Disabilities, Inc.; Director of University of Maryland Foundation (non-profits). Formerly: Director of Municipal Mortgage & Equity, LLC (from October 2004 to April 1, 2011); Director of University of Maryland College Park Foundation (non-profit) (from 1998 to 2005); Partner, KPMG LLP (international accounting firm) (from 1972 to 2002); Director of Maryland Business Roundtable for Education (from July 1984 to June 2002).David L. Meister, Director
Age: 76 | Number of Funds Overseen: 25 | Tenure: Since 1982
Non-Royce Directorships: None
Principal Occupation(s) During Past Five Years: Consultant. Chairman and Chief Executive Officer of The Tennis Channel (from June 2000 to March 2005). Mr. Meisters prior business experience includes having served as Chief Executive Officer of Seniorlife.com, a consultant to the communications industry, President of Financial News Network, Senior Vice President of HBO, President of Time-Life Films, and Head of Broadcasting for Major League Baseball.G. Peter OBrien, Director
Age: 70 | Number of Funds Overseen: 46 | Tenure: Since 2001
Non-Royce Directorships: Director/Trustee of registered investment companies constituting the 18 Legg Mason Funds; Director of TICC Capital Corp.
Principal Occupation(s) During Past Five Years: Trustee Emeritus of Colgate University (since 2005); Board Member of Hill House, Inc. (since 1999); Formerly: Trustee of Colgate University (from 1996 to 2005), President of Hill House, Inc. (from 2001 to 2005) and Managing Director/Equity Capital Markets Group of Merrill Lynch & Co. (from 1971 to 1999).Michael K. Shields, Director
Age: 57 | Number of Funds Overseen: 25 | Tenure: Since 2015
Principal Occupation(s) During Past Five Years: President and Chief Executive Officer of Piedmont Trust Company, a private North Carolina trust company (since May 2012). Mr. Shieldss prior business experience includes owning Shields Advisors, an investment consulting firm (from April 2010 to June 2012).Francis D. Gannon, Vice President
Age: 48 | Tenure: Since 2014
Principal Occupation(s) During Past Five Years: Co-Chief Investment Officer (since January 2014) and Managing Director of Royce, having been employed by Royce since September 2006.Daniel A. OByrne, Vice President
Age: 53 | Tenure: Since 1994
Principal Occupation(s) During Past Five Years: Principal and Vice President of Royce, having been employed by Royce since October 1986.Peter K. Hoglund, Treasurer
Age: 49 | Tenure: Since 2015
Principal Occupation(s) During Past Five Years: Principal, Chief Financial Officer, and Chief Administrative Officer of Royce, having been employed by Royce since December 2014. Prior to joining Royce, Mr. Hoglund spent more than 20 years with Munder Capital Management in Birmingham, MI, serving as Managing Director and Chief Financial Officer and overseeing all financial aspects of the firm. He began his career at Munder as a portfolio manager.John E. Denneen, Secretary and Chief Legal Officer
Age: 48 | Tenure: 1996-2001 and Since 2002
Principal Occupation(s) During Past Five Years: General Counsel and, since June 2015, a Member of the Board of Managers of Royce; Chief Legal and Compliance Officer and Secretary of Royce; Secretary and Chief Legal Officer of The Royce Funds.Lisa Curcio, Chief Compliance Officer
Age: 56 | Tenure: Since 2004
Principal Occupation(s) During Past Five Years: Chief Compliance Officer of The Royce Funds (since October 2004) and Compliance Officer of Royce (since June 2004).1 Interested Director.
Director will hold office until their successors have been duly elected and qualified or until their earlier resignation or removal.2015 Annual Report to Stockholders | 61
Notes to Performance and Other Important Information
The thoughts expressed in this Review and Report concerning recent market movements and future prospects for small company stocks are solely the opinion of Royce at December 31, 2015, and, of course, historical market trends are not necessarily indicative of future market movements. Statements regarding the future prospects for particular securities held in the Funds portfolios and Royces investment intentions with respect to those securities reflect Royces opinions as of December 31, 2015 and are subject to change at any time without notice. There can be no assurance that securities mentioned in this Review and Report will be included in any Royce-managed portfolio in the future. Investments in securities of micro-cap, small-cap and/or mid-cap companies may involve considerably more risk than investments in securities of larger-cap companies. All publicly released material information is always disclosed by the Funds on the website at www.roycefunds.com.
Sector weightings are determined using the Global Industry Classification Standard (GICS). GICS was developed by, and is the exclusive property of, Standard & Poors Financial Services LLC (S&P) and MSCI Inc. (MSCI). GICS is the trademark of S&P and MSCI. Global Industry Classification Standard (GICS) and GICS Direct are service marks of S&P and MSCI.
All indexes referred to are unmanaged and capitalization weighted. Each indexs returns include net reinvested dividends and/or interest income. Russell Investment Group is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Russell Investment Group. The Russell 2000 Index is an index of domestic small-cap stocks. It measures the performance of the 2,000 smallest publicly traded U.S. companies in the Russell 3000 Index. The Russell 2000 Value and Growth indexes consist of the respective value and growth stocks within the Russell 2000 as determined by Russell Investments. The Russell Microcap Index includes 1,000 of the smallest securities in the Russell 2000 Index along with the next smallest eligible securities as determined by Russell. The Russell 1000 Index is an index of domestic large-cap stocks. It measures the performance of the 1,000 largest publicly traded companies in the Russell 3000 Index. The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. It includes approximately 800 of the smallest securities in the Russell 1000 Index. The Russell Global Small Cap Index is an unmanaged, capitalization-weighted index of global small-cap stocks. The Russell Global ex-U.S. Large Cap Index is an index of global large-cap stocks, excluding the United States. The Russell Global ex-U.S. Small Cap Index is an index of global small-cap stocks, excluding the United States. The S&P 500 and SmallCap 600 are indexes of U.S. large- and small-cap stocks, respectively, selected by Standard & Poors based on market size, liquidity, and industry grouping, among other factors. The Nasdaq Composite is an index of the more than 3,000 common equities listed on the Nasdaq stock exchange. The performance of an index does not represent exactly any particular investment, as you cannot invest directly in an index. Returns for the market indexes used in this report were based on information supplied to Royce by Russell Investments.
The Price-Earnings, or P/E, Ratio is calculated by dividing a companys share price by its trailing 12-month earnings-per share (EPS). The Price-to-Book, or P/B, Ratio is calculated by dividing a companys share price by its book value per share. The Morningstar Style Map uses proprietary scores of a stocks value and growth characteristics to determine its placement in one of the five categories listed on the horizontal axis. These characteristics are then compared to those of other stocks within the same market capitalization band. Each is scored from zero to 100 for both value and growth attributes. The value score is subtracted from the growth score to determine the overall style score. For the vertical, market cap axis, Morningstar subdivides into size groups. Giant-cap stocks are defined as those that account for the top 40% of the capitalization of each style zone; large-cap stocks represent the next 30%; mid-cap stocks the next 20%; small-cap stocks the next 7%; micro-cap stocks the smallest 3%. The Royce Funds is a service mark of The Royce Funds. Distributor: Royce Fund Services, Inc.
Forward-Looking StatementsThis material contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve risks and uncertainties, including, among others, statements as to:
the Funds future operating results the prospects of the Funds portfolio companies the impact of investments that the Funds have made or may make the dependence of the Funds future success on the general economy and its impact on the companies and industries in which the Funds invest, and the ability of the Funds portfolio companies to achieve their objectives.This Review and Report uses words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements for any reason.
The Royce Funds have based the forward-looking statements included in this Review and Report on information available to us on the date of the report, and we assume no obligation to update any such forward-looking statements. Although The Royce Funds undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make through future stockholder communications or reports.
Authorized Share TransactionsRoyce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust may each repurchase up to 5% of the issued and outstanding shares of its respective common stock during the year ending December 31, 2015. Any such repurchases would take place at then prevailing prices in the open market or in other transactions. Common stock repurchases would be effected at a price per share that is less than the shares then current net asset value.Royce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust are also authorized to offer their common stockholders an opportunity to subscribe for additional shares of their common stock through rights offerings at a price per share that may be less than the shares then current net asset value. The timing and terms of any such offerings are within each Boards discretion.
Annual CertificationsAs required, the Funds have submitted to the New York Stock Exchange (NYSE) for the annual certification of the Funds Chief Executive Officer that he is not aware of any violation of the NYSEs listing standards. The Funds also have included the certification of the Funds Chief Executive Officer and Chief Financial Officer required by section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to the Funds form N-CSR for the period ended December 31, 2015, filed with the Securities and Exchange Commission.62 | 2015 Annual Report to Stockholders
Notes to Performance and Other Important Information (continued)
Proxy VotingA copy of the policies and procedures that The Royce Funds use to determine how to vote proxies relating to portfolio securities and information regarding how each of The Royce Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, on The Royce Funds website at www.roycefunds.com, by calling (800) 221-4268 (toll-free) and on the website of the Securities and Exchange Commission (SEC), at www.sec.gov.
Form N-Q FilingThe Funds file their complete schedules of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the SECs website at www.sec.gov. The Royce Funds holdings are also on the Funds website approximately 15 to 20 days after each calendar quarter end and remain available until the next quarters holdings are posted. The Funds Forms N-Q may also be reviewed and copied at the SECs Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at (800) 732-0330. The Funds complete schedules of investments are updated quarterly, and are available at www.roycefunds.com.
2015 Annual Report to Stockholders | 63
Results of Stockholders Meetings
Royce Value Trust, Inc.
At the 2015 Annual Meeting of Stockholders held on September 24, 2015, the Funds stockholders elected three Directors, consisting of:
VOTES FOR VOTES WITHHELD Charles M. Royce 60,125,642 5,450,793 G. Peter OBrien 60,024,887 5,551,548 David L. Meister 59,781,734 5,794,701Royce Micro-Cap Trust, Inc.
At the 2015 Annual Meeting of Stockholders held on September 24, 2015, the Funds stockholders elected three Directors, consisting of:
VOTES FOR VOTES WITHHELD Charles M. Royce 30,149,093 405,166 G. Peter OBrien 30,006,654 547,605 David L. Meister 29,990,136 564,123Royce Global Value Trust, Inc.
At the 2015 Annual Meeting of Stockholders held on September 24, 2015, the Funds stockholders elected three Directors, consisting of:
VOTES FOR VOTES WITHHELD Charles M. Royce 8,639,282 466,513 G. Peter OBrien 8,635,385 470,410 David L. Meister 8,576,649 529,146
64 | 2015 Annual Report to Stockholders
About The Royce Funds Contact UsWealth of ExperienceGENERAL INFORMATION
With approximately $19 billion in total assets under management, Royce & Associates is committed to the same investment principles that have served us well for more than 40 years. Chuck Royce, our Chief Executive Officer, enjoys one of the longest tenures of any active mutual fund manager. Royces investment staff also includes 24 portfolio managers and analysts and seven traders.
General Royce Funds information including
an overview of our firm and Funds
(800) 221-4268Multiple Funds, Common FocusCOMPUTERSHARE
Our goal is to offer both individual and institutional investors the best available micro-cap, small-cap, and/or mid-cap portfolios. We have chosen to concentrate on smaller-company investing by providing investors with a range of funds that take full advantage of this large and diverse sector.
Transfer Agent and Registrar
Speak with a representative about:
Your account, transactions, and forms
(800) 426-5523Consistent DisciplineFINANCIAL ADVISORS AND BROKER-DEALERS
Our approach emphasizes paying close attention to risk and maintaining the same discipline, regardless of market movements and trends. The price we pay for a security must be below our appraisal of its current worth. This requires a thorough analysis of the financial and business dynamics of an enterprise, as though we were purchasing the entire company.
Speak with your regional Royce contact regarding:
Information about our firm, strategies, and Funds
Fund Materials
(800) 337-6923roycefunds.com
Co-Ownership of Funds
It is important that our employees and shareholders share a common financial goal. Our officers, employees, and their families currently have approximately $111 million invested in The Royce Funds and are often among the largest individual shareholders.
Item 2. Code(s) of Ethics. As of the end of the period covered by this report, the Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
(a)(1)The Board of Directors of the Registrant has determined that it has an audit committee financial expert.(a)(2)Arthur S. Mehlman and Patricia W. Chadwick were designated by the Board of Directors as the Registrants Audit Committee Financial Experts, effective April 15, 2004 and April 8, 2010, respectively. Mr. Mehlman and Ms. Chadwick are independent as defined under Item 3 of Form N-CSR.Item 4. Principal Accountant Fees and Services.
(a) Audit Fees: Year ended December 31, 2015 - $34,000 Year ended December 31, 2014 - $34,000 (b) Audit-Related Fees: Year ended December 31, 2015 - $0 Year ended December 31, 2014 - $0 (c) Tax Fees: Year ended December 31, 2015 - $7,200 - Preparation of tax returns Year ended December 31, 2014 - $7,200 - Preparation of tax returns (d) All Other Fees: Year ended December 31, 2015 - $0 Year ended December 31, 2014 - $0(e)(1) Annual Pre-Approval: On an annual basis, the Registrants independent auditor submits to the Audit Committee a schedule of proposed audit, audit-related, tax and other non-audit services to be rendered to the Registrant and/or investment adviser(s) for the following year that require pre-approval by the Audit Committee. This schedule provides a description of each type of service that is expected to require pre-approval and the maximum fees that can be paid for each such service without further Audit Committee approval. The Audit Committee then reviews and determines whether to approve the types of scheduled services and the projected fees for them. Any subsequent revision to already pre-approved services or fees (including fee increases) are presented for consideration at the next regularly scheduled Audit Committee meeting, as needed.
If subsequent to the annual pre-approval of services and fees by the Audit Committee, the Registrant or one of its affiliates determines that it would like to engage the Registrants independent auditor to perform a service not already pre-approved, the request is to be submitted to the Registrants Chief Financial Officer, and if he or she determines that the service fits within the independence guidelines (e.g., it is not a prohibited service), he or she will then arrange for a discussion of the proposed service and fee to be included on the agenda for the next regularly scheduled Audit Committee meeting so that pre-approval can be considered.
Interim Pre-Approval: If, in the judgment of the Registrants Chief Financial Officer, a proposed engagement needs to commence before the next regularly scheduled Audit Committee meeting, he or she shall submit a written summary of the proposed engagement to all members of the Audit Committee, outlining the services, the estimated maximum cost, the category of the services (e.g., audit, audit-related, tax or other) and the rationale for engaging the Registrants independent auditor to perform the services. To the extent the proposed engagement involves audit, audit-related or tax services, any individual member of the Audit Committee who is an independent Board member is authorized to pre-approve the engagement. To the extent the proposed engagement involves non-audit services other than audit-related or tax, the Chairman of the Audit Committee is authorized to pre-approve the engagement. The Registrants Chief Financial Officer will arrange for this interim review and
coordinate with the appropriate member(s) of the Committee. The independent auditor may not commence the engagement under consideration until the Registrants Chief Financial Officer has informed the auditor in writing that pre-approval has been obtained from the Audit Committee or an individual member who is an independent Board member. The member of the Audit Committee who pre-approves any engagements in between regularly scheduled Audit Committee meetings is to report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next regularly scheduled meeting.
(e)(2) Not Applicable (f) Not Applicable (g) Year ended December 31, 2015 - $7,200 Year ended December 31, 2014 - $7,200 (h) No such services were rendered during 2015 or 2014.Item 5. Audit Committee of Listed Registrants. The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Patricia W. Chadwick, Richard M. Galkin, Stephen L. Isaacs, Arthur S. Mehlman, David L. Meister and G. Peter OBrien are members of the Registrants audit committee.
Item 6. Investments.
(a) See Item 1.(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
June 5, 2003, as amendedThrough November 6, 2015Royce & Associates Proxy Voting Guidelines and Procedures
These procedures apply to Royce & Associates, LLC (Royce) and all funds and other client accounts for which it is responsible for voting proxies, including all open and closed-end registered investment companies (The Royce Funds), limited partnerships, limited liability companies, separate accounts, other accounts for which it acts as investment adviser and any accounts for which it acts as sub-adviser that have delegated proxy voting authority to Royce. Such authority is determined at the inception of each client account and generally: (i) is specifically authorized in the applicable investment management agreement or other written instrument or (ii) where not specifically authorized, is granted to Royce where general investment discretion is given to it in the applicable investment management agreement. The Boards of Trustees/Directors of The Royce Funds (the Boards) have delegated all proxy voting decisions to Royce subject to these policies and procedures. Notwithstanding the above, from time to time the Boards may reserve voting authority for specific securities.
Receipt of Proxy Material. Under the oversight of the Head of Administration, a Trade Processing Assistant designated by him is responsible for monitoring receipt of all proxies and
seeking to ensure that proxies are received for all securities for which Royce has proxy voting responsibility. Royce is not responsible for voting proxies it does not receive. The Head of Administration or his designee use Glass Lewis ballot reconciliation tool that is directly tied to the daily holdings provided to them by Royce. Proxies are voted electronically and hard copies of any research notes made on the proxy material are stored.
Voting of Proxies. Once proxy material has been received, it is then promptly reviewed by the designated Trade Processing Assistant to evaluate the issues presented. The Head of Administration or his designee, in consultation with a Co-Chief Investment Officer, develops and updates a list of matters Royce treats as regularly recurring and is responsible for ensuring that the designated Trade Processing Assistant has an up-to-date list of these matters at all times, including instructions from a Royce Co-Chief Investment Officer on how to vote on those matters on behalf of Royce clients. Examples of regularly recurring matters include non-contested elections of directors and non-contested approval of independent auditors. Non-regularly recurring matters are brought to the attention of the portfolio manager(s) for the account(s) involved by the designated Administrative Assistant, and, after giving some consideration to advisories from Glass Lewis & Co., an independent third party research firm, the portfolio manager directs that such matters be voted in a way that he or she believes should better protect or enhance the value of the investment. Portfolio Managers may instruct the Head of Administration that they do not want the regularly recurring matters to be voted in accordance with the standing instructions for their accounts and individual voting instructions on all votes, both regularly recurring and non-regularly recurring, will be obtained from such Portfolio Managers.
a.From time to time, it is possible that one Royce portfolio manager will decide (i) to vote shares held in client accounts he or she manages differently from the vote of another Royce portfolio manager whose client accounts hold the same security or (ii) to abstain from voting on behalf of client accounts he or she manages when another Royce portfolio manager is casting votes on behalf of other Royce client accounts.The designated Trade Processing Assistant reviews all proxy votes collected from Royces portfolio managers prior to such votes being cast. If any difference exists among the voting instructions given by Royces portfolio managers, as described above, the designated Trade Processing Assistant then presents these proposed votes to the Head of Administration, or his designee, and a Co-Chief Investment Officer. A Co-Chief Investment Officer, after consulting with the relevant portfolio managers, either reconciles the votes or authorizes the casting of differing votes by different portfolio managers. The Head of Administration, or his designee, maintains a log of all votes including when different portfolio managers have cast differing votes, that describes the rationale for allowing such differing votes and contains the initials of both a Co-Chief Investment Officer and Head of Administration, or his designee, allowing such differing votes. The Head of Administration, or his designee, performs a weekly review of all votes cast by Royce to confirm that any conflicting votes were properly handled in accordance with the above-described procedures.
b.There are many circumstances that might cause Royce to vote against an issuers board of directors or management proposal. These would include, among others, excessive compensation, unusual management stock options, preferential voting and poison pills. The portfolio managers decide these issues on a case-by-case basis as described above.c.A portfolio manager may, on occasion, determine to take no action on a proxy or a specific proxy item and not submit a vote when he or she concludes that the potential benefit of voting is outweighed by the cost, when it is not in the client accounts best interest to vote.d.When a client has authorized Royce to vote proxies on its behalf, Royce will generally not accept instructions from the clients regarding how to vote proxies.e.If a security is on loan under The Royce Funds Securities Lending Program with State Street Bank and Trust Company (Loaned Securities), the Head of Administration, or his designee, will recall the Loaned Securities and request that they be delivered within the customary settlement period after the notice, to permit the exercise of their voting rights if the number of shares of the security on loan would have a material effect on The Royce Funds voting power at the up-coming stockholder meeting. A material effect is defined for this purpose as any case where the Loaned Securities are 1% or more of a class of a companys outstanding equity securities. A quarterly report detailing any exceptions that occur in recalling Loaned Securities will be given to the Boards.Custodian banks are authorized to release all proxy ballots held for Royce client account portfolios to Glass Lewis & Co. for voting, utilizing the Viewpoint proxy voting platform. Substantially all portfolio companies utilize Broadridge to collect their proxy votes.
Under the oversight of the Head of Administration, or his designee, the designated Trade Processing Assistant is responsible for voting all proxies in a timely manner. Votes are returned to Broadridge using Viewpoint as ballots are received, generally two weeks before the scheduled meeting date. The issuer can thus see that the shares were voted, but the actual vote cast is not released to the company until 4:00 pm on the day before the meeting. If proxies must be mailed, they go out at least ten business days before the meeting date.
Conflicts of Interest. The designated Trade Processing Assistant reviews reports generated by Royces portfolio management system (Quest PMS) that set forth by record date, any security held in a Royce client account which is issued by a (i) public company that is, or a known affiliate of which is, a separate account client of Royce (including sub-advisory relationships), (ii) public company, or a known affiliate of a public company, that has invested in a privately-offered pooled vehicle managed by Royce or (iii) public company, or a known affiliate of a public company, by which the spouse of a Royce employee or an immediate family member of a Royce employee living in the household of such employee is employed, for the purpose of identifying any potential proxy votes that could present a conflict of interest for Royce. The Compliance Department develops and updates the list of such public companies or their known
affiliates and this list is used by Quest PMS to generate these daily reports. This list also contains information regarding the source of any potential conflict relating to such companies. Potential conflicts identified on the conflicts reports are brought to the attention of the Compliance Department by the designated Trade Processing Assistant. An R&A Compliance Officer then reviews them to determine if business or personal relationships exist between Royce, its officers, managers or employees and the company that could present a material conflict of interest. Any such identified material conflicts are voted by Royce in accordance with the recommendation given by an independent third party research firm (Glass Lewis & Co.). The Trade Processing Assistant under the supervision of the Head of Administration, maintains a log of all such conflicts identified, the analysis of the conflict and the vote ultimately cast. Each entry in this log is signed by a Co-Chief Investment Officer before the relevant votes are cast.
Recordkeeping. A record of the issues and how they are voted is stored in the Viewpoint system for 7 years. Copies of all physically executed proxy cards, all proxy statements (with it being permissible to rely on proxy statements filed and available on Edgar) and any other documents created or reviewed that are material to making a decision on how to vote proxies are retained by the Trade Processing Assistant in an easily accessible place for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years at Royces office. In addition, copies of each written client request for information on how Royce voted proxies on behalf of that client, and a copy of any written response by Royce to any (written or oral) client request for information on how Royce voted proxies on behalf of that client will be maintained by Royces Head of Administration and/or Royces Director of Alternative Investments, or their designee (depending on who received such request) for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years at Royces office. Royces Compliance Department shall maintain a copy of any proxy voting policies and procedures in effect at any time within the last five years.
Disclosure. Royces proxy voting procedures will be disclosed to clients upon commencement of a client account. Thereafter, proxy voting records and procedures are generally disclosed to those clients for which Royce has authority to vote proxies as set forth below:-The Royce Funds proxy voting records are disclosed annually on Form N-PX (with such voting records also available at www.roycefunds.com). Proxy voting procedures are available in the Statement of Additional Information for the open-end funds, in the annual report on Form N-CSR for the closed-end funds and at www.roycefunds.com.-Limited Liability Company and Limited Partnership Accounts proxy voting records are disclosed to members/partners upon request and proxy voting procedures (along with a summary thereof) are provided to members/partners annually (and are available at www.roycefunds.com).-Separate Accounts proxy voting records and procedures are disclosed to separate account clients annually.
Royce & Associates, LLC PROXY VOTING GUIDELINES ON REGULARLY RECURRING MATTERS (revised 4/30/2015) Initialed by Co-Chief Investment Officer Elect Directors For Limit Number of Directors For Directors Fees, General (Foreign) For Ratify or appoint Accountants or Auditors For On positions we own less than 5% of the outstanding shares of the issuer Where Management and the Proxy Advisor have both voted For Employee/Non-employee/Director stock option (Incentive) Plans For Say on Pay1 For Frequency of Say on Pay Abstain Differing Recommendations from Management and Proxy Advisor on positions less than 5% of the outstanding shares of the issuer Employee/Non-employee/Director stock option (Incentive) Plans Abstain Say on Pay Abstain Frequency of Say on Pay Abstain Limit Directors Liability Abstain * Eliminate Directors Liability Abstain * Reduce Par Value of Stock For Increase Authorized Shares or Shares Outstanding For Classified (Tiered) Board Against Eliminate/Declassify classified (Tiered) Board For Deferred Compensation Plan For Name Change of Company For Profit Sharing Plan For CERES (Coalition for Environmentally Responsible Economies) or Valdez/McBride Principles AbstainAny Other Business
AgainstAdjourn Meeting to Solicit Additional Proxies
ForApprove Profits/Dividends (Foreigns)
ForIssue Accounts & Reports (Foreigns)
ForApprove Auditors Fees
For*except if we own 5% or more of the outstanding shares of the issuer, look at each proposal and ask PM to provide voting instructions.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Name Title Length of Service Principal Occupation(s) During Past 5 Years Charles M. Royce President and member
(a)(1) Portfolio Managers of Closed-End Management Investment Companies (information as of December 31, 2015)
of the Board of
Directors of the
Registrant Since 1993 Chief Executive Officer and member of the Board of Managers of Royce & Associates, LLC (Royce), investment adviser to the Registrant, Member of the boards of directors/trustees of the Registrant, Royce Value Trust, Inc. (RVT), Royce Global Value Trust, Inc. (RGT), The Royce Fund (TRF) and Royce Capital Fund (RCF) (collectively, The Royce Funds). Chris E. Flynn Assistant Portfolio
Manager* Since April 1, 2007 Assistant Portfolio Manager of the Registrant (since April 1, 2007); and Principal, Portfolio Manager and Senior Analyst at Royce (since 1993). James J. Harvey Assistant Portfolio
Manager* Since April 1, 2007 Assistant Portfolio Manager of the Registrant (since April 1, 2007); and Portfolio Manager and Analyst at Royce (since 1999).* Assistant Portfolio Managers may have investment discretion over a portion of the Registrants portfolio subject to the supervision of Registrants Portfolio Manager.
(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest (information as of December 31, 2015)
Other AccountsName of
Portfolio
Manager Type of Account Number
of
Accounts
Managed Total
Assets
Managed Number of
Accounts
Managed for which
Advisory Fee is
Performance-Based Value of
Managed
Accounts for
which
Advisory Fee is
Performance
Based Charles M. Royce Registered investment companies 10 10,590,228,257 2 1,384,441,392 Private pooled investment vehicles 1 23,017,789 1 23,017,789 Other accounts* 12 46,735,901 - - Chris E. Flynn Registered investment companies 7 5,058,411,775 2 1,384,441,392 Private pooled investment vehicles - - - - Other accounts* - - - - James J. Harvey Registered investment companies 6 1,074,698,845 1 312,406,792 Private pooled investment vehicles 1 2,824,737 1 2,824,737 Other accounts* - - - -*Other accounts include all other accounts managed by the Portfolio Manager in either a professional or personal capacity except for personal accounts subject to pre-approval and reporting requirements under the Registrants Rule 17j-1 Code of Ethics.
Conflicts of InterestThe fact that a Portfolio Manager has day-to-day management responsibility for more than one client account may create actual, potential or only apparent conflicts of interest. For example, the Portfolio Manager may have an opportunity to purchase securities of limited availability. In this circumstance, the Portfolio Manager is expected to review each accounts investment guidelines, restrictions, tax considerations, cash balances, liquidity needs and other factors to determine the suitability of the investment for each account and to ensure that his or her managed accounts are treated equitably. The Portfolio Manager may also decide to purchase or sell the same security for multiple managed accounts at approximately the same time. To address any conflicts that this situation may create, the Portfolio Manager will generally combine managed account orders (i.e., enter a "bunched" order) in an effort to obtain best execution or a more favorable commission rate. In addition, if orders to buy or sell a security for multiple accounts managed by common Portfolio Managers on the same day are executed at different prices or commission rates, the transactions will generally be allocated by Royce & Associates, LLC (Royce) to each of such managed accounts at the weighted average execution price and commission. In circumstances where a pre-allocated bunched order is not completely filled, each account will normally receive a pro-rated portion of the securities based upon the accounts level of participation in the order. Royce may under certain circumstances allocate securities in a manner other than pro-rata if it determines that the allocation is fair and equitable under the circumstances and does not discriminate against any account.As described below, there is a revenue-based component of each Portfolio Managers Performance-Related Variable Compensation and the Portfolio Managers also receive Firm-Related Variable Compensation based on revenues (adjusted for certain imputed expenses) generated by Royce. In addition, Charles M. Royce receives variable compensation based on Royces retained pre-tax profits from operations. As a result, the Portfolio Managers may receive a greater relative benefit from activities that increase the value to Royce of The Royce Funds and/or other Royce client accounts, including, but not limited to, increases in sales of Registrants shares and assets under management.
Also, as described above, the Portfolio Managers generally manage more than one client account, including, among others, registered investment company accounts, separate accounts and private pooled accounts managed on behalf of institutions (e.g., pension funds, endowments and foundations) and for high-net-worth individuals. The appearance of a conflict of interest may arise where Royce has an incentive, such as a performance-based management fee (or any other variation in the level of fees payable by the Registrant or other Royce client accounts to Royce), which relates to the management of one or more of The Royce Funds or accounts with respect to which the same Portfolio Manager has day-to-day management responsibilities. Except as described below, no Royce Portfolio Managers compensation is tied to performance fees earned by Royce for the management of any one client account. Although variable and other compensation derived from Royce revenues or profits is impacted to some extent, the impact is relatively minor given the small percentage of Royce firm assets under management for which Royce receives performance-measured revenue. Notwithstanding the above, the Performance-Related Variable Compensation paid to Charles M. Royce as Portfolio Manager of two registered investment company accounts (the Registrant and RMT) is based, in part, on performance-based fee revenues. The Registrant and RMT pay Royce a fulcrum fee that is adjusted up or down depending on the performance of the Fund relative to its benchmark index.
Finally, conflicts of interest may arise when a Portfolio Manager personally buys, holds or sells securities held or to be purchased or sold for the Registrant or other Royce client account or personally buys, holds or sells the shares of one or more of The Royce Funds. To address this, Royce has adopted a written Code of Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including Registrants stockholders interests). Royce generally does not permit its Portfolio Managers to purchase small- or micro-cap securities for their personal investment portfolios.
Royce and The Royce Funds have adopted certain compliance procedures which are designed to address the above-described types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(a)(3) Description of Portfolio Manager Compensation Structure (information as of December 31, 2015)
Royce seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. All Portfolio Managers, receive from Royce a base salary, Performance-Related Variable Compensation (generally the largest element of each Portfolio Managers compensation with the exception of Charles M. Royce), Firm-Related Variable Compensation based primarily on registered investment company and other client account revenues generated by Royce and a benefits package. Portfolio Manager compensation is reviewed and may be modified from time to time as appropriate to reflect changes in the market, as well as to adjust the factors used to determine variable compensation. Except as described below, each Portfolio Managers compensation consists of the following elements:
-BASE SALARY. Each Portfolio Manager is paid a base salary. In setting the base salary, Royce seeks to be competitive in light of the particular Portfolio Managers experience and responsibilities.-PERFORMANCE-RELATED VARIABLE COMPENSATION. Each Portfolio Manager receives quarterly Performance-Related Variable Compensation that is either asset-based, or revenue-based and therefore in part based on the value of the net assets of the account for which he or she is being compensated, determined with reference to each of the registered investment company and other client accounts they are managing. The revenue used to determine the quarterly Performance-Related Variable Compensation received by Charles M. Royce that relates to each of the Registrant and RMT is performance-based fee revenue. For all Portfolio Managers, the Performance-Related Variable Compensation applicable to the registered investment company accounts managed by the Portfolio Manager is subject to downward adjustment or elimination based on a combination of 3-year, 5-year risk and 10-year risk-adjusted pre-tax returns of such accounts relative to all small-cap objective funds with three years of history tracked by Morningstar (as of December 31, 2015 there were 425 such funds tracked by Morningstar), the 5-year absolute returns of such accounts relative to 5-year U.S. Treasury Notes and absolute returns over the prior full market cycle and current cycle to date vs. the accounts benchmark. The Performance-Related Variable Compensation applicable to non-registered investment company accounts managed by a Portfolio Manager is not subject to performance-related adjustment.Payment of the Performance-Related Variable Compensation may be deferred, and any amounts deferred are forfeitable, if the Portfolio Manager is terminated by Royce with or without cause or resigns. The amount of the deferred Performance-Related Variable Compensation will appreciate or depreciate during the deferral period, based on the total return performance of one or more Royce-managed registered investment company accounts selected by the Portfolio Manager at the beginning of the deferral period. The amount deferred will depend on the Portfolio Managers total direct, indirect beneficial and deferred unvested investments in the Royce registered investment company account for which he or she is receiving portfolio management compensation.
-FIRM-RELATED VARIABLE COMPENSATION. Each Portfolio Manager receives quarterly variable compensation based on Royces net revenues.-BENEFIT PACKAGE. Each Portfolio Manager also receives benefits standard for all Royce employees, including health care and other insurance benefits, and participation in Royces 401(k) Plan and Money Purchase Pension Plan. From time to time, on a purely discretionary basis, Portfolio Managers may also receive options to acquire stock in Royces parent company, Legg Mason, Inc. Those options typically represent a relatively small portion of a Portfolio Managers overall compensation.Charles M. Royce, in addition to the above-described compensation, also receive variable compensation based on Royces retained pre-tax operating profit. This variable compensation, along with the Performance-Related Variable Compensation and Firm-Related Variable Compensation, generally represents the most significant element of Mr. Royces compensation. A portion of the above-described compensation payable to Mr. Royce relates to his responsibilities as Royces Chief Executive Officer and President of The Royce Funds.
(a)(4) Dollar Range of Equity Securities in Registrant Beneficially Owned by Portfolio Manager (information as of December 31, 2015)
The following table shows the dollar range of the Registrants shares owned beneficially and of record by the Portfolio Managers, including investments by his immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans.
Portfolio Manager Dollar Range of Registrants Shares Beneficially Owned Charles M. Royce Over $1,000,000 Chris E. Flynn $100,001 to $500,000 James J. Harvey $1 - $10,000(b) Not Applicable
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not Applicable
Item 10. Submission of Matters to a Vote of Security Holders. Not Applicable.
Item 11. Controls and Procedures.
(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrants Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
(b) Internal Control over Financial Reporting. There were no significant changes in Registrants internal control over financial reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses during the second fiscal quarter of the period covered by this report.
Item 12. Exhibits. Attached hereto.
(a)(1) The Registrants code of ethics pursuant to Item 2 of Form N-CSR.(a)(2) Separate certifications by the Registrants Principal Executive Officer and Principal Financial Officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not Applicable
(b) Separate certifications by the Registrants Principal Executive Officer and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BY: /s/ Christopher D. Clark Christopher D. Clark President Date: March 2, 2016
ROYCE MICRO-CAP TRUST, INC.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/ Christopher D. Clark BY: /s/ Peter K. Hoglund Christopher D. Clark Peter K. Hoglund President Treasurer Date: March 2, 2016 Date: March 2, 2016