UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number: 811-04875 Name of Registrant: Royce Value Trust, Inc. Address of Registrant: 745 Fifth Avenue New York, NY 10151
Name and address of agent for service: John E. Denneen, Esquire 745 Fifth Avenue New York, NY 10151
Registrants telephone number, including area code: (212) 508-4500 Date of fiscal year end: December 31 Date of reporting period: January 1, 2016 December 31, 2016
Item 1. Reports to Shareholders.
DECEMBER 31, 2016 2016 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, LP manages three closed-end funds: Royce Global Value Trust, which invests primarily in companies with headquarters outside of the United States, Royce Micro-Cap Trust, which invests primarily in micro-cap securities; and Royce Value Trust, which invests primarily in small-cap securities. 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 2016 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 60 Notes to Performance and Other Important Information 61 Results of Stockholders Meetings 62
This page is not part of the 2016 Annual Report to Stockholders
Letter to Our Stockholders
A MOST WONDERFUL YEAR FOR SMALL-CAPS,
VALUE, AND CYCLICALS
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LETTER TO OUR STOCKHOLDERS
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LETTER TO OUR STOCKHOLDERS
Sincerely,
Charles M. Royce Christopher D. Clark Francis D. Gannon Chairman, Chief Executive Officer and Co-Chief Investment Officer, Royce & Associates, LP Co-Chief Investment Officer,
Royce & Associates, LP Royce & Associates, LP January 31, 2017
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Performance
NAV Average Annual Total Returns
As of December 31, 2016 (%) 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR 30-YR SINCE
INCEPTION INCEPTION
DATE Royce Global Value Trust 11.12 0.20 N/A N/A N/A N/A N/A N/A 1.05 10/17/13 Royce Micro-Cap Trust 21.98 3.70 13.59 6.07 9.22 10.26 N/A N/A 10.81 12/14/93 Royce Value Trust 26.79 5.50 12.70 5.81 8.26 9.81 10.73 10.58 10.55 11/26/86
INDEX Russell 2000 Index 21.31 6.74 14.46 7.07 8.49 8.25 9.69 9.62 N/A N/A Russell Microcap Index 20.37 5.77 15.59 5.47 8.16 N/A N/A N/A N/A N/A Russell Global Small Cap Index 11.50 2.98 9.92 4.17 8.87 6.82 N/A N/A N/A N/A1 Not AnnualizedImportant Performance and Risk Information
All 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 and of Royce Value Trust at 12/31/16, 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 files certain material with FINRA on behalf of each Fund. RFS is not an underwriter or distributor of any of the Funds.
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MANAGERS DISCUSSION Royce Global Value Trust (RGT)
Chuck Royce FUND PERFORMANCE
Royce Global Value Trust advanced 11.1% on a net asset value (NAV) basis and 9.8% on a market price basis compared to a gain of 11.5% for its unleveraged benchmark, the Russell Global Small Cap Index, for the same period. This was a solid absolute result, though it disappointed on a relative basis. U.S. small-caps were very strong in 2016, in contrast to their international cousins. The Funds lower exposure to U.S. companies than the index, therefore, was a factor in its slight relative disadvantage for the calendar year. Investors in non-U.S. small-caps generally showed more favor to commodity-based international small-cap companiesoil & gas as well as metals & mining were among the top performersthan they did to the kind of businesses that we seek: small- and mid-cap stocks (those with market caps up to $10 billion) with high returns on invested capital or those with strong fundamentals and/or prospects trading at what Royce believes are attractive valuations.
During the first half of 2016, the Fund was up 3.9% on an NAV basis and 2.0% based on market price versus a 1.4% gain for the global small-cap index. Both the Fund and its benchmark showed even more life in the third quarter as many stocks bounced back or stabilized following Brexit-bred volatility. RGT was up 6.3% in the third quarter (while increasing 6.9% based on its market price) compared to a gain of 8.3% for the Russell Global Small Cap Index. During the fourth quarter, however, many international small-caps declined, which had a larger impact on RGT. The Fund increased 0.6% based on its NAV (and 0.7% based on market price) in the years final quarter compared to a 1.5% advance for the benchmark. A portion of RGTs second-half lag can be traced to currency effects. The rising U.S. dollar was particularly strong against the British pound, which declined significantly in the wake of the Brexit vote, making things difficult for the Funds sizable investments in the U.K.
WHAT WORKED... AND WHAT DIDNT Eight of the portfolios 10 equity sectors finished 2016 in the black. The most significant contributions came from Materials, Financials, Information Technology, and Industrials, which made a much larger impact than the remaining four contributing sectors. Health Care detractedit was the only sector in the Russell Global Small Cap with a negative return in 2016while Telecommunication Services was basically flat. Four industries had a substantial positive impact in 2016: metals & mining (Materials), electronic equipment, instruments & components (Information Technology), capital markets (Financials), and machinery (Industrials). The effect of detracting industries was comparatively modest. Pharmaceuticals (Health Care) detracted most by a sizable margin, followed by technology hardware, storage & peripherals (Information Technology), and oil, gas & consumable fuels (Energy).
The Funds top contributor at the position level was Genworth MI Canada, one of that countrys leading residential mortgage insurance providers. Its stock first began to rebound with consecutive quarters of improved operating results. The recovery of energy prices also helped as about 20% of Genworths policies are written in resource-rich Alberta. The company then announced solid results for its fiscal third quarter in November. We reduced our position in 2016. Pan American Silver was part of a group of both precious and industrial metals companies that came back strong in 2016 as commodity prices rose. The portfolios top detractor at the position level was Virbac, a French firm that makes vaccines, antibiotics, and other veterinary medications. Its shares suffered mostly from the negative results of a 2014 FDA investigation of its U.S. plant in St. Louis that were released earlier this year. In December 2016, however, the FDA rescinded the warning letter, leaving the status of Virbacs U.S. operations where they were at the beginning of the year, which allowed its shares to begin to recover. It was a top-40 holding in the Fund at the end of 2016. Value Partners Group is a Hong Kong-based asset manager that emphasizes value approaches. Subpar short-term performance, net outflows, and a CEO resignation all contributed to investors concerns. Because we remain confident in its long-term prospects, particularly in China, as well as in its Chairman, who has assumed CEO responsibilities, we were comfortable holding our stake.
Relative to the Russell Global Small Cap, the Fund was hurt most by ineffective stock picking in the Industrials sector, most meaningfully in the machinery and commercial services & supplies industries. Stock selection was also an issue in Financials. Conversely, both our overweight and savvy stock picking gave us a relative edge in Materials while stock selection also helped in Information Technology.
Top Contributors to Performance
For 2016 (%)1 Genworth MI Canada 0.65 Pan American Silver 0.63 CETIP - Mercados Organizados 0.50 Quaker Chemical 0.46 Nanometrics 0.44 1 Includes dividends
Top Detractors from Performance
For 2016 (%)2 Virbac -0.54 Value Partners Group -0.46 Santen Pharmaceutical -0.40 Consort Medical -0.35 Clarkson -0.31 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK At the end of 2016, the Funds largest country weights were the U.S., the U.K., Japan, and Canada. We think the global markets continue to offer terrific potential in a number of sectors and regions to find the kind of underappreciated, fundamentally solid companies that have long been our focus here at Royce. In our view cyclicals both in and outside the U.S. look well-positioned for ongoing leadership. In addition to our usual cyclical tilt, we are looking in some defensive areas such as healthcare. It is very much on a stock-by-stock basis, with a focus on individual companies that combine attractive valuations with strong fundamentals.
6 | 2016 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RGT NAV XRGTX
Performance Average Annual Total Return (%) Through 12/31/16 JUL-DEC 20161 1-YR 3-YR SINCE INCEPTION (10/17/13) RGT (NAV) 6.99 11.12 0.20 1.05 1 Not Annualized
Market Price Performance History Since Inception (10/17/13)Cumulative Performance of Investment1
1Reflects the cumulative performance experience of a continuous common stockholder who purchased one share at inception ($8.975 IPO) and2
reinvested all distributions.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 Box with the center 75% of fund holdings plotted as the Morningstar Ownership Zone. 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 61 for additional information.
Top 10 Positions % of Net Assets Kirby Corporation 2.2 SEI Investments 2.0 SEACOR Holdings 1.4 Meitec Corporation 1.4 Lazard Cl. A 1.3 VZ Holding 1.3 Raven Industries 1.3 KBR 1.2 Virtu Financial Cl. A 1.2 Nanometrics 1.1
Portfolio Sector Breakdown % of Net Assets Industrials 28.8 Financials 18.1 Information Technology 17.3 Materials 11.4 Health Care 10.0 Consumer Discretionary 7.2 Energy 3.4 Consumer Staples 2.8 Real Estate 2.5 Telecommunication Services 0.2 Outstanding Line of Credit, Net of Cash and Cash Equivalents -1.7
Calendar Year Total Returns (%) YEAR RGT 2016 11.1 2015 -3.4 2014 -6.2
Portfolio Country Breakdown 1,2
% of Net Assets United States 32.7 United Kingdom 13.0 Japan 9.7 Canada 8.4 Germany 4.6 France 4.3 Switzerland 4.3 1 Represents countries that are 3% or more of net assets. 2 Securities are categorized by the country of their headquarters.
Portfolio Diagnostics Fund Net Assets $100 million Number of Holdings 274 Turnover Rate 59% Net Asset Value $9.62 Market Price $8.04 Net Leverage1 1.7% Average Market Capitalization2 $1,558 million Weighted Average P/E Ratio3, 4 20.5x Weighted Average P/B Ratio3 2.6x 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 (10% of portfolio holdings as of 12/31/16).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. 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 mid-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 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 2016.
2016 Annual Report to Stockholders | 7
MANAGERS DISCUSSION Royce Micro-Cap Trust (RMT)
Chuck Royce
FUND PERFORMANCE
Royce Micro-Cap Trust (RMT) advanced 22.0% on a net asset value (NAV) basis and 22.3% on a market price basis in 2016, ahead of both of its unleveraged benchmarks: the small-cap Russell 2000 Index was up 21.3% while the Russell Microcap Index increased 20.4% for the same period. We were very pleased with the Funds results on both an absolute and relative basis, particularly in a year in which small-cap stocks held a slight edge over their micro-cap siblings. RMTs multi-strategy core approach was well-positioned for a market that rewarded factors such as low valuation, liquidity, low volatility, and quality, all of which outperformed within the Russell 2000 and provided some validation for our approach.
The two halves of 2016 were mirror images of one another. The first was stronger on a relative basis while the second was better on an absolute scale. During the first half of 2016, the Fund was up 5.4% on an NAV basis (and 5.8% on a relative basis) versus a gain of 2.2% for the Russell 2000 and a decline of 1.7% for the Russell Microcap for the same period. In the second half, RMT increased 15.7% on an NAV basis and 15.6% based on market price basis. This compared to respective gains of 18.7% and 22.4% for the small-cap and micro-cap indexes. On an NAV basis, RMT outpaced the Russell Microcap for the one-, 10-, and 15-year periods ended December 31, 2016 while also beating the Russell 2000 for the one-, 15-, 20-year, and since inception (12/14/93) periods. (Returns for the Russell Microcap Index only go back to 2000.) RMTs average annual NAV total return for the since inception period ended December 31, 2016 was 10.8%. WHAT WORKED... AND WHAT DIDNT Each of the portfolios 11 equity sectors made a contribution to calendar-year results. The largest positive impact by far came from Information Technology and Industrials, RMTs two largest sectors, followed by noteworthy net gains from Materials and Financials. Some of the smallest contributions came from those sectors with the smallest weightings: Real Estate, Consumer Staples, Telecommunication Services, and Utilities. At the industry level, the top-contributors by a sizable margin were electronic equipment, instruments & components (Information Technology), metals & mining (Materials), and machinery (Industrials). Detractors made a very modest negative impact, led by software (Information Technology), distributors (Consumer Discretionary), and IT services (Information Technology).
RMTs top-contributing position was IES Holdings, which provides electrical contracting and maintenance services to the commercial, industrial, residential, and power line markets. The firm also engages in data communication services, including the installation of fiber optic telecommunications systems. Very healthy earnings and a strong outlook, both of which were boosted by five acquisitions the firm made between mid-2015 and the end of 2016, attracted investors. Top-five position Major Drilling Group International performs contract drilling for companies involved in mining and mineral exploration. In a challenging environment for miners early in 2016, the company was able to increase revenues and margins. Revenue growth continued throughout the year as business conditions, while remaining competitive, began to improve. Newport Corporation is a photonics technology specialist whose shares climbed in February after the company agreed to be acquired by MKS Instruments.As for those holdings that detracted from performance, we held the bulk of our position in ZAIS Group Holdings, an investment manager focused on specialized credit strategiesan asset management segment with what we think is ample long-term potential. Its shares fell with a quarterly loss reported in March and were mostly down through the end of June. A falling stock price in the first half and our confidence in its long-term prospects led us to add shares of Fenix Parts, which recycles and resells original equipment manufacturer automotive parts and products. Consecutive quarterly losses drove investors away before its shares rallied a bit only to fall again when accounting and regulatory issues surfaced. However, we like its core business and were hopeful that the company could resolve these issues in 2017.Relative to the Russell 2000, the Fund derived the bulk of its advantage from savvy stock selection in Health Care, the only sector in the Russell 2000 with a negative return in 2016. Stock picking offered a more modest advantage in Information Technology. Conversely, our underweight in banks and ineffective stock picks caused Financials to lag, as did poor stock selection in Consumer Discretionary.
Top Contributors to Performance
For 2016 (%)1 IES Holdings 0.88 Major Drilling Group International 0.68 Newport Corporation 0.57 Era Group 0.47 Surmodics 0.47 1 Includes dividends
Top Detractors from Performance
For 2016 (%)2 ZAIS Group Holdings Cl. A -0.71 Fenix Parts -0.52 SeaChange International -0.43 Sangamo BioSciences -0.39 Zealand Pharma -0.37 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK We are grateful to have been able to deliver such strong absolute and relative results for our investors and firmly believe that we have turned the page on the anomalous 2011-2015 period, in which extraordinary monetary accommodations caused financial markets to behave in odd and unprecedented ways. In our view, we are on the road back to a more historically normal market environment. We think this bodes well for micro-cap and small-cap stocks. In our view cyclicals look well-positioned for ongoing leadership. In addition to our usual cyclical tilt, we are looking in some defensive areas such as healthcare. It is very much on a stock-by-stock basis, with a focus on individual companies that combine attractive valuations with strong fundamentals.
8 | 2016 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RMT NAV XOTCX
Performance Average Annual Total Return (%) Through 12/31/16 JUL-DEC 20161 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (12/14/93) RMT (NAV) 15.74 21.98 3.70 13.59 6.07 9.22 10.26 10.81 1 Not Annualized
Market Price Performance History Since Inception (12/14/93) Cumulative Performance of Investment1
1Reflects 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.2Reflects 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 Box with the center 75% of fund holdings plotted as the Morningstar Ownership Zone. 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 61 for additional information.
Top 10 Positions % of Net Assets Era Group 1.4 IES Holdings 1.2 Seneca Foods 1.1 Heritage-Crystal Clean 1.0 Major Drilling Group International 1.0 Atrion Corporation 1.0 Sun Hydraulics 1.0 Orbotech 0.9 Kadant 0.9 Quaker Chemical 0.9
Portfolio Sector Breakdown % of Net Assets Information Technology 19.0 Industrials 18.4 Consumer Discretionary 14.2 Health Care 13.4 Financials 11.9 Materials 6.2 Energy 5.7 Real Estate 3.7 Consumer Staples 2.7 Telecommunication Services 0.1 Utilities 0.1 Miscellaneous 4.7 Preferred Stock 0.3 Outstanding Line of Credit, Net of Cash and Cash Equivalents -0.4
Calendar Year Total Returns (%) YEAR RMT 2016 22.0 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
Portfolio Diagnostics Fund Net Assets $364 million Number of Holdings 338 Turnover Rate 26% Net Asset Value $9.63 Market Price $8.16 Net Leverage1 0.4% Average Market Capitalization2 $384 million Weighted Average P/B Ratio3 1.7x Active Share4 95% U.S. Investments (% of Net Assets) 81.2% Non-U.S. Investments (% of Net Assets) 19.2% 1 Net 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. 3 Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks. 4 Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Important Performance and Risk Information
All performance information reflects past performance, is presented on a total return basis, 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 2016.
2016 Annual Report to Stockholders | 9
MANAGERS DISCUSSION Royce Value Trust (RVT)
Chuck Royce
FUND PERFORMANCE
Royce Value Trust Fund advanced 26.8% on a net asset value (NAV) basis and 23.5% on a market price basis in 2016, compared to respective increases of 21.3% and 26.5% for its unleveraged small-cap benchmarks, the Russell 2000 and S&P SmallCap 600 Indexes, for the same period. In such a strong year for small-cap stocks, we were pleased with the Funds terrific absolute and relative NAV showing. RVTs multi-themed core approach served investors well during a year in which factors such as low valuation, liquidity, low volatility, and quality all outperformed within the Russell 2000. Calendar-year performance was even more gratifying in light of the questions both active management and value-oriented approaches were facing between 2011 and 2015, which made the year feel very much like a validation for our approach.
The Fund outperformed during the first half of 2016, gaining 8.2% on an NAV basis and 4.4% based on market price versus respective gains of 2.2% and 6.2% for the Russell 2000 and S&P SmallCap 600. The second half was stronger on an absolute basis but less so on a relative scale. During this period, RVT rose 17.3% based on NAV and 18.3% based on its market price compared to 18.7% for the Russell 2000 and 19.1% for the S&P SmallCap 600. Looking at longer-term periods, we were pleased that RVT outpaced the Russell 2000 for the one-, 20-, 25-, 30-year, and since inception (11/26/86) periods ended December 31, 2016. The Funds average annual NAV total return since inception was 10.6%, all under the management of Chuck Royce. WHAT WORKED... AND WHAT DIDNT All of the portfolios 11 equity sectors finished 2016 with net gains. Industrials led by a considerable margin, followed by a strong contribution from Information Technology that was considerably higher than the meaningfully positive impact of Materials, the Funds third-highest contributor. Notable net gains also came from the Consumer Discretionary and Financials sectors. This widespread cyclical strength was consistent with trends in the overall small-cap market. Within Industrials, the best-performing industries were machinery (our largest industry weighting in the sector), commercial services & supplies, and construction & engineering. The portfolios top-performing industry, however, came from the Information Technology sectorelectronic equipment, instruments & components. Coherent, which manufactures laser diodes and equipment, owned the top spot by position. Its shares skyrocketed in 2016, lifted by a combination of strong profits, a record backlog, and a robust order pipeline. Cognex Corporation is the market leader in machine vision technology that captures and analyzes visual information to automate tasks that previously relied on human eyesight. This technology is a major driver of industrial and process automation. Sales to the auto industry accelerated, its consumer electronics segment proved better than expected, and it gained share among logistics services providers. All of these factors produced an impressive performance for the stock.
Even in a good year there are a few disappointments. ZAIS Group Holdings is an investment manager focused primarily on structured credits. Recent credit market turmoil has caused investment performance to fall below various high-water marks, meaningfully dampening profitability and future growth opportunities. We chose to hold our shares in 2016 in light of its highly discounted valuation. We also chose to hold our position in The Advisory Board. Its shares fell most precipitously during the fall as this specialist in performance improvement software and solutions to the health care and higher education industries reported disappointing fiscal third-quarter revenues. We like its niche business and think its long-term prospects remain promising. We also held on to most of our shares of Zealand Pharma, a Danish firm whose share price decline was mostly driven by the sell-off in its industry. We remain optimistic about its long-term growth potential.Relative results in 2016 were driven by our underweight in the lagging Health Care sector, as well as positive stock selection in the sector. Also aiding relative performance was savvy stock selection in Information Technology. The two largest relative detractors had a similar themeour underweight in banks caused the Fund to lag in Financials and our underweighting in REITs led to underperformance in the Real Estate sector. The Fund is typically underweight in these interest rate sensitive areas.
Top Contributors to Performance
For 2016 (%)1 Coherent 0.95 Cognex Corporation 0.60 Thor Industries 0.53 Quaker Chemical 0.53 Newport Corporation 0.50 1 Includes dividends
Top Detractors from Performance
For 2016 (%)2 ZAIS Group Holdings Cl. A -0.42 Advisory Board (The) -0.32 Zealand Pharma -0.29 Value Partners Group -0.22 Citadel Capital -0.18 2 Net of dividends
CURRENT POSITIONING AND OUTLOOK We are grateful to have been able to deliver such strong absolute and relative NAV results for our investors and firmly believe that we have turned the page on the anomalous 2011-2015 period, in which extraordinary monetary accommodations caused financial markets to behave in odd and unprecedented ways. In our view, we are on the road back to a more historically normal market environment. We think this bodes well for small-cap stocks. In our view cyclicals look well-positioned for ongoing leadership. In addition to our usual cyclical tilt, we are looking in some defensive areas such as healthcare. It is very much on a stock-by-stock basis, with a focus on individual companies that combine attractive valuations with strong fundamentals.
10 | 2016 Annual Report to Stockholders
PERFORMANCE AND PORTFOLIO REVIEW SYMBOLS MARKET PRICE RVT NAV XRVTX
Performance Average Annual Total Return (%) Through 12/31/16 JUL-DEC 20161 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR 30-YR SINCE INCEPTION (11/26/86) RVT (NAV) 17.21 26.79 5.50 12.70 5.81 8.26 9.81 10.73 10.58 10.55 1 Not Annualized
Market Price Performance History Since Inception (11/26/86) Cumulative Performance of Investment through 12/31/161
1Reflects 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.2Reflects 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 Box with the center 75% of fund holdings plotted as the Morningstar Ownership Zone. 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 61 for additional information.
Top 10 Positions % of Net Assets HEICO Corporation 1.3 Coherent 1.2 Quaker Chemical 1.1 Cognex Corporation 1.0 Ash Grove Cement Cl. B 1.0 Copart 0.9 E-L Financial 0.9 RBC Bearings 0.9 FLIR Systems 0.9 Sun Hydraulics 0.9
Portfolio Sector Breakdown % of Net Assets Industrials 29.2 Information Technology 16.8 Financials 14.9 Consumer Discretionary 10.3 Materials 7.3 Energy 5.2 Health Care 4.2 Real Estate 2.8 Consumer Staples 2.2 Telecommunication Services 0.5 Utilities 0.1 Miscellaneous 4.3 Cash and Cash Equivalents, Net of Outstanding Line of Credit 2.2
Calendar Year Total Returns (%) YEAR RVT 2016 26.8 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
Portfolio Diagnostics Fund Net Assets $1,296 million Number of Holdings 424 Turnover Rate 28% Net Asset Value $15.84 Market Price $13.39 Average Market Capitalization1 $1,477 million Weighted Average P/E Ratio2,3 20.3x Weighted Average P/B Ratio2 2.1x Active Share4 89% U.S. Investments (% of Net Assets) 82.6% Non-U.S. Investments (% of Net Assets) 15.2% 1 Geometric Average. This weighted calculation uses each portfolio holdings market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolios center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median. 2 Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolios share in the earnings or book value, as the case may be, of its underlying stocks. 3 The Funds P/E ratio calculation excludes companies with zero or negative earnings (17% of portfolio holdings as of 12/31/16). 4 Active Share is the sum of the absolute values of the different weightings of each holding in the Fund versus each holding in the benchmark, divided by two.
Important Performance and Risk Information
All performance information reflects past performance, is presented on a total return basis, 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 Value Trust at 12/31/16 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. The market price of the Funds shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund invests primarily in securities of small- and micro-cap companies, which may involve considerably more risk than 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 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.
2016 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 9,101 7,696 12/9/16 Distribution $0.14 7.940 18 12/31/16 $ 8,975 1,051 $ 10,111 $ 8,446 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 75,987 64,222 2016 Annual distribution total $0.64 7.513 779 12/31/16 $ 8,900 9,625 $ 92,689 $ 78,540 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 | 2016 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 1,565 231,781 201,185 2016 Annual distribution total $1.02 12.334 1,460 12/31/16 $ 21,922 18,533 $ 293,880 $ 248,425
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.2016 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 your behalf, you should have your shares registered in your name in order to participate. What other features are available for registered stockholders? The Distribution Reinvestment and Cash Purchase Plans also allow registered stockholders to make optional cash purchases of shares of a Funds common stock directly through Computershare on a monthly basis, and to deposit certificates representing your 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, 2016. How do the Plans work for registered stockholders? Computershare maintains the accounts for registered stockholders in the Plans and sends written confirmation of all transactions in the account. Shares in the account of each participant will be held by Computershare in non-certificated form in the name of the participant, and each participant will be able to vote those shares at a stockholder meeting or by proxy. A participant may also send stock certificates for RVT and RMT held by them to Computershare to be held in non-certificated form. RGT does not issue shares in certificated form. There is no service fee charged to participants for reinvesting distributions. If a participant elects to sell shares from a Plan account, Computershare will deduct a $2.50 service fee from the sale transaction. The Funds investment adviser absorbed all commissions on optional sales under the Plans through December 31, 2016. 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 | 2016 Annual Report to Stockholders
Royce Global Value Trust December 31, 2016
Schedule of Investments Common Stocks 101.7% SHARES VALUE AUSTRALIA 2.2%ALS
88,176 $ 383,315Austal
95,500 119,804Cochlear
5,000 441,394Imdex 1
130,600 54,101IPH
140,000 516,390NetComm Wireless 1
26,700 41,279Seeing Machines 1
1,676,800 87,782Spotless Group Holdings
500,000 356,515TFS Corporation
137,045 164,100 Total (Cost $2,157,377) 2,164,680 AUSTRIA 0.9%Mayr-Melnhof Karton
8,000 847,939UBM Development
1,800 58,731 Total (Cost $994,664) 906,670 BELGIUM 0.1%Barco
1,100 92,599 Total (Cost $91,797) 92,599 BERMUDA 1.3%Lazard Cl. A
32,600 1,339,534 Total (Cost $1,010,334) 1,339,534 BRAZIL 1.8%Brasil Brokers Participacoes 1
205,000 100,087CETIP - Mercados Organizados
35,000 478,665Minerva 1
52,500 195,952OdontoPrev
200,000 774,704T4F Entretenimento
61,100 105,090TOTVS
23,000 169,042 Total (Cost $1,884,557) 1,823,540 CANADA 8.4%Agnico Eagle Mines 2
5,000 210,000AGT Food and Ingredients
5,200 141,904Altus Group
5,900 136,047Cameco Corporation 2
24,500 256,515Canaccord Genuity Group 1
92,000 326,846Canfor Corporation 1
18,900 214,950Computer Modelling Group
108,000 732,790Dream Global Real Estate Investment Trust
14,700 103,463Dundee Corporation Cl. A 1
80,000 354,523E-L Financial
1,200 652,441Exco Technologies
23,500 188,679FirstService Corporation
10,300 489,044Franco-Nevada Corporation 2,3
10,200 609,552Genworth MI Canada
13,000 325,908Gluskin Sheff + Associates
23,000 298,752Magellan Aerospace
19,400 259,794Major Drilling Group International 1
110,500 577,746Morneau Shepell
35,000 500,242Pan American Silver 2
31,800 479,226Questor Technology 1
90,600 47,910RDM Corporation
30,400 108,681Sandstorm Gold 1
29,400 114,660Solium Capital 1
24,800 155,895Sprott
280,600 524,564Western Forest Products
123,100 173,283Winpak
13,500 456,686 Total (Cost $10,238,840) 8,440,101 CHINA 0.9%China Communications Services
134,500 85,598Haichang Ocean Park Holdings 1
321,000 75,586TravelSky Technology
310,000 649,062Xtep International Holdings
191,600 80,093 Total (Cost $655,485) 890,339 CYPRUS 0.3%Globaltrans Investment GDR
42,000 265,818 Total (Cost $212,014) 265,818 DENMARK 2.0%Chr. Hansen Holding
9,000 497,840Coloplast Cl. B
7,000 471,046SimCorp
14,000 681,612Zealand Pharma 1
24,000 361,360 Total (Cost $1,846,468) 2,011,858 FINLAND 0.1%BasWare 1
1,600 61,114 Total (Cost $80,466) 61,114 FRANCE 4.3%Chargeurs
4,400 73,894Groupe Crit
700 50,095HighCo
16,200 109,621Interparfums
15,000 432,539Manutan International
900 66,025Neurones
22,250 524,266Rothschild & Co
33,000 892,439Thermador Groupe
10,500 922,863Vetoquinol
10,000 479,013Virbac 1
4,500 790,977 Total (Cost $3,996,446) 4,341,732 GEORGIA 0.1%BGEO Group
2,200 81,052 Total (Cost $63,649) 81,052 GERMANY 4.6%ADLER Real Estate 1
9,400 143,323Allgeier
3,700 67,090Bertrandt
2,500 254,107CANCOM
3,700 174,573Carl Zeiss Meditec
17,500 644,746CompuGroup Medical
12,500 512,412Fielmann
10,000 659,347HolidayCheck Group 1
25,100 62,009KWS Saat
2,500 741,903MorphoSys 1
6,000 307,301msg life 1
22,100 67,409mutares
5,000 60,074PNE Wind
56,600 129,909STRATEC Biomedical
15,000 722,193VIB Vermoegen
4,900 101,329 Total (Cost $4,609,813) 4,647,725
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 15
Royce Global Value Trust
Schedule of Investments (continued) SHARES VALUE GREECE 0.2%Aegean Marine Petroleum Network
5,000 $ 50,750Hellenic Exchanges - Athens Stock Exchange
28,000 144,119 Total (Cost $184,327) 194,869 HONG KONG 2.1%Anxin-China Holdings 1,4
2,500,000 9,349China Metal International Holdings
430,000 135,545First Pacific
180,000 125,721HKBN
126,000 137,857I.T
365,800 145,323Oriental Watch Holdings
465,900 89,778Pico Far East Holdings
470,500 144,244Television Broadcasts
54,000 177,557Value Partners Group
1,325,000 1,054,025VST Holdings
232,400 81,231 Total (Cost $2,646,499) 2,100,630 INDIA 1.6%Bajaj Finance
77,500 963,017IIFL Holdings
18,500 70,558Kewal Kiran Clothing
6,500 170,393Quess Corporation 1
7,200 69,481SH Kelkar & Company
72,000 326,883 Total (Cost $1,290,842) 1,600,332 INDONESIA 0.6%Selamat Sempurna
8,000,000 580,455 Total (Cost $716,411) 580,455 IRELAND 0.7%Ardmore Shipping 2
12,300 91,020Irish Continental Group
43,700 206,824Irish Residential Properties REIT
148,481 182,800Keywords Studios
37,500 244,408 Total (Cost $629,762) 725,052 ISRAEL 0.3%Nova Measuring Instruments 1,2
12,400 162,936Sapiens International
5,300 76,002Sarine Technologies
86,800 107,821 Total (Cost $304,789) 346,759 ITALY 0.8%Banca Sistema
72,800 168,493DiaSorin
11,000 651,183 Total (Cost $697,808) 819,676 JAPAN 9.7%Ai Holdings
27,500 546,017BML
2,600 61,867C. Uyemura & Co.
1,300 56,632EM Systems
4,500 61,855en-japan
3,100 55,247GCA
8,900 62,487G-Tekt
3,100 59,979Horiba
16,000 738,921Inabata & Co.
6,500 71,471Itochu Techno-Solutions
2,300 59,738Kakaku.com
3,200 52,907Kenedix
16,900 59,954Kenko Mayonnaise
2,300 64,891Kintetsu World Express
4,000 55,339Leopalace21
10,600 58,496Mandom Corporation
1,600 68,892Maruwa Unyu Kikan
1,900 46,949Meitec Corporation
36,600 1,398,814Miraca Holdings
1,400 62,703MISUMI Group
50,800 833,715Nabtesco
2,400 55,717Nifco
1,300 68,427Nihon Kohden
27,500 606,863NS Solutions
3,800 68,173Obara Group
1,300 57,888Open House
2,900 68,882Outsourcing
2,200 68,404Pressance
3,700 45,881Relo Group
5,900 842,512Ryobi
16,100 63,085Sangetsu
3,600 62,299Santen Pharmaceutical
80,000 976,999Shimano
3,500 547,831SPARX Group
55,100 106,752Sugi Holdings
6,000 284,313Sun Frontier Fudousan
7,300 64,216Takara Leben
9,400 54,679Tokai Corporation
1,800 61,251Tokai Tokyo Financial Holdings
11,000 58,355Trancom
1,200 58,641USS
62,500 993,607 Total (Cost $8,526,307) 9,691,649 MEXICO 0.4%Bolsa Mexicana de Valores
250,000 328,756Rassini
23,400 88,037 Total (Cost $559,325) 416,793 NETHERLANDS 0.1%Constellium Cl. A 1
15,600 92,040 Total (Cost $77,927) 92,040 NEW ZEALAND 0.7%Fisher & Paykel Healthcare
100,891 595,472New Zealand Refining
43,100 77,809 Total (Cost $643,367) 673,281 NORWAY 1.1%Nordic Semiconductor 1
28,300 115,044NRC Group 1
8,800 69,307TGS-NOPEC Geophysical
42,200 935,894 Total (Cost $968,480) 1,120,245 PHILIPPINES 0.2%Integrated Micro-Electronics
756,900 92,331Universal Robina
22,500 73,884 Total (Cost $155,675) 166,215 POLAND 0.3%Warsaw Stock Exchange
33,000 314,873 Total (Cost $459,764) 314,873
16 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2016
Schedule of Investments (continued) SHARES VALUE SINGAPORE 1.3%ARA Asset Management
600,000 $ 705,639CSE Global
379,000 119,085XP Power
25,000 535,298 Total (Cost $1,166,436) 1,360,022 SOUTH AFRICA 0.7%Coronation Fund Managers
59,000 301,383JSE
15,000 179,366Net 1 UEPS Technologies 1
10,500 120,540Raubex Group
49,000 87,671 Total (Cost $799,668) 688,960 SOUTH KOREA 0.5%Handsome 1
4,400 126,996Koh Young Technology
4,200 156,970KT Skylife
6,800 96,910Modetour Network 1
6,300 150,919 Total (Cost $558,478) 531,795 SPAIN 0.1%Atento 1,2
16,400 124,640 Total (Cost $181,133) 124,640 SWEDEN 2.1%AcadeMedia 1
18,200 99,657Addtech Cl. B
53,960 843,812Bravida Holding
100,000 605,362Byggmax Group
16,600 114,630Dustin Group
27,500 192,951Hoist Finance
8,000 74,317Knowit
6,200 61,069Proact IT Group
7,600 121,784 Total (Cost $2,060,081) 2,113,582 SWITZERLAND 4.3%Burckhardt Compression Holding
4,000 1,051,796dormakaba Holding
800 594,793LEM Holding
700 654,463Partners Group Holding
1,600 748,809VZ Holding
4,300 1,290,092 Total (Cost $3,696,122) 4,339,953 TAIWAN 1.1%Chipbond Technology
50,700 71,996Egis Technology 1
11,600 94,978Flytech Technology
32,780 95,483Gourmet Master
8,500 64,445Posiflex Technology
12,804 70,133Realtek Semiconductor
28,800 90,559Shih Her Technologies
85,600 79,131Sitronix Technology
32,100 101,724Sporton International
26,997 142,744Taiwan Paiho
38,700 113,931TCI
26,800 136,103Total (Cost $1,162,767)
1,061,227 TURKEY 0.1%Tat Gida Sanayi
74,700 121,245 Total (Cost $148,678) 121,245 UNITED KINGDOM 13.0%Abcam
30,000 283,379Ashmore Group
274,000 956,076AVEVA Group
17,500 403,291Avon Rubber
8,700 111,454Berendsen
50,000 534,116BrainJuicer Group
9,400 63,686Character Group
11,400 71,657Clarkson
41,300 1,105,920Computacenter
15,600 152,921Connect Group
68,500 128,828Consort Medical
64,800 845,439Conviviality
75,500 200,051Diploma
30,000 384,035dotdigital group
206,200 146,117Elementis
175,000 596,748Epwin Group
47,500 59,794Equiniti Group
200,000 481,047Exova Group
175,000 410,624FDM Group Holdings
30,000 208,818Ferroglobe
41,100 445,113Ferroglobe (Warranty Insurance Trust) 1,4
41,100 0Finsbury Food Group
76,000 112,377Hilton Food Group
24,800 189,943Inspired Energy
515,300 87,341ITE Group
325,000 616,567Jupiter Fund Management
36,000 196,172Micro Focus International
6,100 163,644Norcros
64,360 142,304Pendragon
258,000 99,053Polypipe Group
60,000 239,163Rank Group
31,500 75,673Real Estate Investors
99,300 68,005Rotork
160,000 473,134Spirax-Sarco Engineering
18,000 924,418Stallergenes Greer 1
10,800 351,022Trifast
29,000 73,303Vertu Motors
164,300 88,059Victrex
40,000 948,070Xaar
115,000 564,789 Total (Cost $15,103,056) 13,002,151 UNITED STATES 32.7%Air Lease Cl. A
30,700 1,053,931Brooks Automation 2
18,100 308,967Century Casinos 1
21,400 176,122CIRCOR International
12,800 830,464Cognex Corporation
17,100 1,087,902Coherent 1
5,000 686,925Commercial Metals
42,000 914,760Copart 1
18,600 1,030,626Diebold Nixdorf 2
28,800 724,320Diodes 1
20,500 526,235DST Systems
5,800 621,470EnerSys 2,3
11,000 859,100
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 17
Royce Global Value Trust December 31, 2016
Schedule of Investments (continued) SHARES VALUE UNITED STATES (continued)Expeditors International of Washington 2
13,300 $ 704,368FLIR Systems 2
14,100 510,279Greif Cl. A 2
8,700 446,397Innospec 2,3
12,457 853,304Kadant
7,800 477,360KBR 2,3
73,400 1,225,046Kirby Corporation 1,2,3
32,900 2,187,850Lindsay Corporation
13,700 1,022,157Littelfuse
5,000 758,850ManpowerGroup
11,000 977,570MBIA 1
80,300 859,210Nanometrics 1,2,3
44,500 1,115,170National Instruments 2
19,000 585,580Oaktree Capital Group LLC Cl. A
10,400 390,000Popular
13,100 574,042Quaker Chemical 2
8,400 1,074,696Raven Industries
50,000 1,260,000Rogers Corporation 1,2
6,000 460,860Schnitzer Steel Industries Cl. A 2
19,100 490,870SEACOR Holdings 1
20,200 1,439,856SEI Investments 2
40,600 2,004,016Sensient Technologies 2,3
9,500 746,510Standard Motor Products
11,200 596,064Sun Hydraulics 2
15,139 605,106Tennant Company 2
11,600 825,920Virtu Financial Cl. A
74,300 1,185,085World Fuel Services
12,000 550,920 Total (Cost $27,774,093) 32,747,908 TOTAL COMMON STOCKS (Cost $98,353,705) 102,001,114 REPURCHASE AGREEMENT 6.8% Fixed Income Clearing Corporation, 0.03% dated 12/30/16, due 1/3/17, maturity value $6,790,023 (collateralized by obligations of various U.S. Government Agencies, 2.25% due 11/15/24, valued at $6,927,235) (Cost $6,790,000) 6,790,000 TOTAL INVESTMENTS 108.5% (Cost $105,143,705) 108,791,114 LIABILITIES LESS CASH AND OTHER ASSETS (8.5)% (8,563,327 ) NET ASSETS 100.0% $ 100,227,787
New additions in 2016. 1 Non-income producing. 2All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2016. Total market value of pledged securities at December 31, 2016, was $13,345,249.3At December 31, 2016, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $5,535,180.4Securities for which market quotations are not readily available represent 0.0% of net assets. These securities have been valued at their fair value under procedures approved by the Funds Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.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, 2016, market value.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $105,661,885. At December 31, 2016, net unrealized appreciation for all securities was $3,129,229, consisting of aggregate gross unrealized appreciation of $12,156,709 and aggregate gross unrealized depreciation of $9,027,480. The primary causes of the differences between book and tax basis cost are the timing of the recognition of losses on securities sold, investments in publicly traded partnerships and mark-to-market of Passive Foreign Investment Companies.
18 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust December 31, 2016 Statement of Assets and Liabilities
ASSETS: Investments at value $ 102,001,114 Repurchase agreements (at cost and value) 6,790,000 Cash and foreign currency 199,158 Receivable for investments sold 191,757 Receivable for dividends and interest 182,620 Prepaid expenses and other assets 32,564 Total Assets 109,397,213 LIABILITIES: Revolving credit agreement 8,000,000 Payable for investments purchased 920,079 Payable for investment advisory fee 105,686 Payable for directors fees 7,170 Payable for interest expense 1,299 Accrued expenses 65,575 Deferred capital gains tax 69,617 Total Liabilities 9,169,426 Net Assets $ 100,227,787 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 10,415,421 shares outstanding (150,000,000 shares authorized) $ 117,477,118 Undistributed net investment income (loss) (672,740 ) Accumulated net realized gain (loss) on investments and foreign currency (20,145,698 ) Net unrealized appreciation (depreciation) on investments and foreign currency 3,569,107 Net Assets (net asset value per share - $9.62) $ 100,227,787 Investments at identified cost $ 98,353,705
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 19
Royce Global Value Trust Statement of Changes in Net Assets
YEAR ENDED 12/31/16 YEAR ENDED 12/31/15 INVESTMENT OPERATIONS: Net investment income (loss) $ 651,129 $ 985,324 Net realized gain (loss) on investments and foreign currency (1,449,508 ) (11,820,601 ) Net change in unrealized appreciation (depreciation) on investments and foreign currency 10,740,946 7,399,963 Net increase (decrease) in net assets from investment operations 9,942,567 (3,435,314 ) DISTRIBUTIONS: Net investment income (1,435,789 ) (1,029,597 ) Net realized gain on investments and foreign currency Return of capital (12,497 ) Total distributions (1,448,286 ) (1,029,597 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 559,946 353,733 Total capital stock transactions 559,946 353,733 Net Increase (Decrease) In Net Assets 9,054,227 (4,111,178 ) NET ASSETS: Beginning of year 91,173,560 95,284,738 End of year (including undistributed net investment income (loss) of $(672,740) at 12/31/16 and $(224,615) at 12/31/15) $ 100,227,787 $ 91,173,560
20 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Global Value Trust Year Ended December 31, 2016 Statement of Operations
INVESTMENT INCOME: INCOME: Dividends $ 2,444,670 Foreign withholding tax (180,561 ) Interest 1,406 Rehypothecation income 2,462 Total income 2,267,977 EXPENSES: Investment advisory fees 1,180,559 Interest expense 137,802 Custody and transfer agent fees 101,314 Stockholder reports 68,472 Professional fees 37,193 Directors fees 27,769 Administrative and office facilities 23,307 Other expenses 40,473 Total expenses 1,616,889 Compensating balance credits (41 ) Net expenses 1,616,848 Net investment income (loss) 651,129 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments (1,409,168 ) Foreign currency transactions (40,340 ) NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations 10,791,065 Other assets and liabilities denominated in foreign currency (50,119 ) Net realized and unrealized gain (loss) on investments and foreign currency 9,291,438 NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ 9,942,567
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 21
Royce Global Value Trust Year Ended December 31, 2016 Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ 9,942,567 Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:Purchases of long-term investments
(57,799,439 )Proceeds from sales and maturities of long-term investments
63,325,760Net purchases, sales and maturities of short-term investments
(5,087,000 )Net (increase) decrease in dividends and interest receivable and other assets
(11,777 )Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
54,782Net change in unrealized appreciation (depreciation) on investments
(10,791,065 )Net realized gain (loss) on investments and foreign currency
1,449,508 Net cash provided by operating activities 1,083,336 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in revolving credit agreement - Distributions (1,448,286 ) Reinvestment of distributions 559,946 Net cash used for financing activities (888,340 ) INCREASE (DECREASE) IN CASH: 194,996 Cash and foreign currency at beginning of year 4,162 Cash and foreign currency at end of year $ 199,158
22 | 2016 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 12/31/16 12/31/15 12/31/14 12/31/131 Net Asset Value, Beginning of Period $ 8.81 $ 9.25 $ 10.05 $ 9.78 INVESTMENT OPERATIONS: Net investment income (loss) 0.06 0.10 0.13 (0.00 ) Net realized and unrealized gain (loss) on investments and foreign currency 0.90 (0.43 ) (0.77 ) 0.27 Net increase (decrease) in net assets from investment operations 0.96 (0.33 ) (0.64 ) 0.27 DISTRIBUTIONS: Net investment income (0.14 ) (0.10 ) (0.15 ) Net realized gain on investments and foreign currency Total distributions (0.14 ) (0.10 ) (0.15 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.01 ) (0.01 ) (0.01 ) Total capital stock transactions (0.01 ) (0.01 ) (0.01 ) Net Asset Value, End of Period $ 9.62 $ 8.81 $ 9.25 $ 10.05 Market Value, End of Period $ 8.04 $ 7.45 $ 8.04 $ 8.89 TOTAL RETURN:2 Net Asset Value 11.12 % (3.44 )% (6.23 )% 2.76 %3 Market Value 9.77 % (6.06 )% (7.86 )% (0.95 )%3 RATIOS BASED ON AVERAGE NET ASSETS: Investment advisory fee expense 1.25 % 1.25 % 1.25 % 1.25 %4 Other operating expenses 0.46 % 0.43 % 0.24 % 0.37 %4 Total expenses (net) 1.71 % 1.68 % 1.49 % 1.62 %4 Expenses excluding interest expense 1.57 % 1.58 % 1.49 % 1.62 %4 Expenses prior to balance credits 1.71 % 1.68 % 1.49 % 1.62 %4 Net investment income (loss) 0.69 % 1.03 % 1.30 % (0.13 )%4 SUPPLEMENTAL DATA: Net Assets End of Period (in thousands) $ 100,228 $ 91,174 $ 95,285 $ 102,684 Portfolio Turnover Rate 59 % 65 % 43 % 7 % REVOLVING CREDIT AGREEMENT: Asset coverage 1353 % 1240 % Asset coverage per $1,000 13,528 12,397 1 The Fund commenced operations on October 18, 2013. 2The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Funds Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Funds net asset value is used on the purchase and sale dates instead of market value.3 Not annualized 4 Annualized
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 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, 2016. 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 $ 44,107,378 $ 57,884,387 $ 9,349 $ 102,001,114 Cash Equivalents 6,790,000 6,790,000
Level 3 Reconciliation: REALIZED AND UNREALIZED BALANCE AS OF 12/31/15 PURCHASES GAIN (LOSS)1 BALANCE AS OF 12/31/16 Common Stocks $18,710 $0 $(9,361) $9,349 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.
24 | 2016 Annual Report to Stockholders
Royce Global Value Trust Notes to Financial Statements (continued)
REPURCHASE AGREEMENTS:The Fund may enter into repurchase agreements with institutions that the Funds investment adviser has determined are creditworthy The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities. The remaining contractual maturity of the repurchase agreement held by the Fund at December 31, 2016 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.
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. Premiums 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 (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 70,522 and 48,927 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2016 and December 31, 2015, respectively.
2016 Annual Report to Stockholders | 25
Royce Global Value Trust Notes to Financial Statements (continued)
Borrowings:The Fund is party to a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Limited (BNPPI). 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 or as otherwise required by applicable regulatory standards and has granted a security interest in the securities pledged to, and in favor of, BNPPI 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 which may necessitate the sale of portfolio securities at potentially inopportune times. BNPPI may terminate the credit agreement upon certain ratings downgrades of its corporate parent, which would result in the Funds entire loan balance becoming immediately due and payable. The occurrence of such ratings downgrades may necessitate the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPPI 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 BNPPI on demand. If BNPPI fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPPI for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPPI, the Fund, upon notice to BNPPI, may reduce the loan balance outstanding by the value of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPPI in connection with the rehypothecation of portfolio securities.
As of December 31, 2016, the Fund has outstanding borrowings of $8,000,000. During the year ended December 31, 2016, the Fund borrowed an average daily balance of $8,000,000 at a weighted average borrowing cost of 1.69%. The maximum amount outstanding during the year ended December 31, 2016 was $8,000,000. As of December 31, 2016, the aggregate value of rehypothecated securities was $5,535,180. During the year ended December 31, 2016, the Fund earned $2,462 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, 2016, the Fund expensed Royce investment advisory fees totaling $1,180,559.
Purchases and Sales of Investment Securities:For the year ended December 31, 2016, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $57,964,353 and $62,888,734, 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 Royce 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, 2016, were as follows:
COST OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS) $5,938,615 $314,870 $131,420
Tax Information:Distributions during the years ended December 31, 2016 and 2015, were characterized as follows for tax purposes:
ORDINARY INCOME LONG-TERM CAPITAL GAINS RETURN OF CAPITAL 2016 2015 2016 2015 2016 2015 $1,435,789 $1,029,597 $ $ $12,497 $
The tax basis components of distributable earnings at December 31, 2016, were as follows:
QUALIFIED LATE YEAR UNDISTRIBUTED UNDISTRIBUTED LONG-TERM NET UNREALIZED ORDINARY AND TOTAL CAPITAL LOSS ORDINARY CAPITAL GAINS OR APPRECIATION POST-OCTOBER LOSS DISTRIBUTABLE CARRYFORWARD INCOME (CAPITAL LOSS CARRYFORWARD) (DEPRECIATION)1 DEFERRALS2 EARNINGS UTILIZED $ $(19,718,673) $3,050,927 $(581,585) $(17,249,331) $941,067 1Includes timing differences on foreign currency, investments in publicly traded parternships, 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.
26 | 2016 Annual Report to Stockholders
Royce Global Value Trust Notes to Financial Statements (continued)
Tax Information (continued):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, 2016, the Fund recorded the following permanent reclassifications, which relate primarily to current investments in 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) PAID-IN CAPITAL $336,535 $(336,535) $
Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2013-2016) and has concluded that as of December 31, 2016, no provision for income tax is required in the Funds financial statements.
2016 Annual Report to Stockholders | 27
Royce Global Value Trust Report of Independent Registered Public Accounting Firm
To the Board of Directors and the 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) as of December 31, 2016, the results of its operations, the changes in its net assets, its cash flows and the financial highlights for each of the periods presented, 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 audits. We conducted our audits 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 audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the 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 22, 2017
28 | 2016 Annual Report to Stockholders
Royce Micro-Cap Trust December 31, 2016
Schedule of Investments Common Stocks 100.1% SHARES VALUE CONSUMER DISCRETIONARY 14.2% AUTO COMPONENTS - 2.6%Fox Factory Holding 1
5,300 $ 147,075LCI Industries 2, 3
17,700 1,907,175Motorcar Parts of America 1
88,700 2,387,804Sebang Global Battery
50,500 1,563,010Standard Motor Products
60,160 3,201,715Unique Fabricating
6,800 99,280 9,306,059 DISTRIBUTORS - 0.8%Fenix Parts 1
422,300 1,190,886Weyco Group
56,600 1,771,580 2,962,466 DIVERSIFIED CONSUMER SERVICES - 1.9%American Public Education 1
73,200 1,797,060Collectors Universe
116,100 2,464,803Liberty Tax Cl. A
148,900 1,995,260Universal Technical Institute
270,000 785,700 7,042,823 HOTELS, RESTAURANTS & LEISURE - 1.1%Century Casinos 1
222,500 1,831,175Lindblad Expeditions Holdings 1
234,000 2,211,300 4,042,475 HOUSEHOLD DURABLES - 2.6%Cavco Industries 1, 2, 3
19,291 1,926,206Ethan Allen Interiors 2
45,200 1,665,620Flexsteel Industries 2
14,400 888,048iRobot Corporation 1, 2
15,000 876,750Lifetime Brands 2, 3
124,294 2,206,219Stanley Furniture
193,468 174,160Universal Electronics 1
15,100 974,705ZAGG 1
119,700 849,870 9,561,578 INTERNET & DIRECT MARKETING RETAIL - 0.7%FTD Companies 1
67,200 1,602,048Gaia Cl. A 1, 2
100,000 865,000 2,467,048 LEISURE PRODUCTS - 1.0%American Outdoor Brands 2
22,400 472,192Black Diamond 1
194,926 1,042,854Nautilus 1
111,200 2,057,200 3,572,246 MEDIA - 0.5%McClatchy Company (The) Cl. A 1
69,313 913,545New Media Investment Group
66,200 1,058,538 1,972,083 SPECIALTY RETAIL - 1.6%AutoCanada
115,200 1,983,707Destination Maternity
212,000 1,096,040Haverty Furniture
30,000 711,000Kirklands 1
11,000 170,610MarineMax 1
7,600 147,060Shoe Carnival 2
21,028 567,335Stage Stores 2
15,000 65,550TravelCenters of America LLC 1
5,400 38,340West Marine 1
86,000 900,420 5,680,062 TEXTILES, APPAREL & LUXURY GOODS - 1.4%Crown Crafts
104,059 806,457Culp
32,900 1,222,235J.G. Boswell Company 4
2,490 1,523,880YGM Trading
1,482,000 1,398,790 4,951,362 Total (Cost $48,324,100) 51,558,202 CONSUMER STAPLES 2.7% BEVERAGES - 0.2%Crimson Wine Group 1, 4
58,124 543,460 FOOD PRODUCTS - 2.5%Farmer Bros. 1, 2
61,000 2,238,700John B. Sanfilippo & Son 2
17,800 1,252,942Landec Corporation 1
75,610 1,043,418Seneca Foods Cl. A 1
29,701 1,189,525Seneca Foods Cl. B 1
40,400 1,696,800SunOpta 1
207,981 1,466,266Waterloo Investment Holdings 1, 5
806,207 241,862 9,129,513 Total (Cost $5,670,338) 9,672,973 ENERGY 5.7% ENERGY EQUIPMENT & SERVICES - 2.7%Aspen Aerogels 1
94,985 392,288Canadian Energy Services & Technology
25,000 142,629CARBO Ceramics 1
34,000 355,640Dawson Geophysical 1
73,654 592,178Era Group 1
307,409 5,216,731Geospace Technologies 1, 2
9,500 193,420Matrix Service 1, 2
53,700 1,218,990Newpark Resources 1
11,200 84,000North American Energy Partners
50,000 192,500Pioneer Energy Services 1, 2
57,500 393,875TerraVest Capital
84,000 556,809Tesco Corporation 1, 2, 3
58,000 478,500 9,817,560 OIL, GAS & CONSUMABLE FUELS - 3.0%Ardmore Shipping
182,700 1,351,980Cross Timbers Royalty Trust
67,631 1,215,329Dorchester Minerals L.P.
106,127 1,862,529Dorian LPG 1
50,000 410,500Hugoton Royalty Trust
287,574 611,095Panhandle Oil and Gas Cl. A
5,500 129,525Permian Basin Royalty Trust
176,333 1,359,528Sabine Royalty Trust
59,548 2,093,112San Juan Basin Royalty Trust
143,407 949,354StealthGas 1
229,664 776,264 10,759,216 Total (Cost $20,040,644) 20,576,776 FINANCIALS 11.9% BANKS - 2.2%Bank of N.T. Butterfield & Son
43,810 1,377,387Blue Hills Bancorp
50,000 937,500Bryn Mawr Bank
25,000 1,053,750Caribbean Investment Holdings 1
735,647 86,128Chemung Financial
31,000 1,126,850Fauquier Bankshares
133,200 2,151,180Live Oak Bancshares
30,900 571,650Peapack-Gladstone Financial
20,606 636,313 7,940,758
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 29
Royce Micro-Cap Trust Schedule of Investments (continued)
SHARES VALUE FINANCIALS (continued) CAPITAL MARKETS - 7.6%ASA Gold and Precious Metals
171,150 $ 1,889,496Cowen Group 1
25,000 387,500Diamond Hill Investment Group 2
4,479 942,292Dundee Corporation Cl. A 1
413,200 1,831,110EQT Holdings
43,150 544,826Fiera Capital Cl. A
78,000 742,442GAIN Capital Holdings
25,000 164,500INTL FCStone 1, 2
41,727 1,652,389JZ Capital Partners
209,999 1,311,854Manning & Napier Cl. A
136,600 1,031,330Medley Management Cl. A
153,400 1,518,660MVC Capital 2
360,300 3,091,374OHA Investment
154,620 267,493Queen City Investments 4
948 1,232,400Silvercrest Asset Management Group Cl. A
203,300 2,673,395Sprott
1,414,533 2,644,381U.S. Global Investors Cl. A
646,254 878,905Urbana Corporation
237,600 504,346Value Line
144,774 2,823,093Warsaw Stock Exchange
52,900 504,752Westwood Holdings Group 2
12,400 743,876ZAIS Group Holdings Cl. A 1, 2
262,960 386,551 27,766,965 CONSUMER FINANCE - 0.6%EZCORP Cl. A 1, 2, 3
201,000 2,140,650J.G. Wentworth Company Cl. A 1, 4
135,000 49,950 2,190,600 DIVERSIFIED FINANCIAL SERVICES - 0.7%Banca Finnat Euramerica
568,000 222,196PICO Holdings 1, 2, 3
147,100 2,228,565 2,450,761 INSURANCE - 0.8%Hallmark Financial Services 1, 2
114,000 1,325,820State Auto Financial
59,264 1,588,868 2,914,688 Total (Cost $47,276,681) 43,263,772 HEALTH CARE 13.4% BIOTECHNOLOGY - 4.1%Abeona Therapeutics 1
312,221 1,514,272Aquinox Pharmaceuticals 1, 2
159,497 2,633,295ARIAD Pharmaceuticals 1, 2
25,802 320,977BioCryst Pharmaceuticals 1
144,000 911,520Invitae Corporation 1
156,412 1,241,911Keryx Biopharmaceuticals 1
117,725 689,868Kindred Biosciences 1
148,000 629,000Knight Therapeutics 1
187,000 1,495,833Progenics Pharmaceuticals 1
6,500 56,160Sangamo BioSciences 1
281,785 859,444Zafgen 1
504,075 1,602,959Zealand Pharma 1
199,700 3,006,813 14,962,052 HEALTH CARE EQUIPMENT & SUPPLIES - 4.9%Analogic Corporation
18,200 1,509,690Atrion Corporation 2, 3
6,914 3,506,781Cerus Corporation 1, 2, 3
140,000 609,000Derma Sciences 1
177,100 920,920Exactech 1, 2, 3
112,300 3,065,790Inogen 1
5,400 362,718Invacare Corporation 2
44,300 578,115STRATEC Biomedical
14,000 674,047Surmodics 1
130,492 3,314,497Syneron Medical 1
69,200 581,280TearLab Corporation 1
85,000 43,358Trinity Biotech ADR Cl. A 1
6,200 42,904Utah Medical Products
36,200 2,633,550 17,842,650 HEALTH CARE PROVIDERS & SERVICES - 2.8%Aceto Corporation
79,600 1,748,812BioTelemetry 1
49,700 1,110,795Cross Country Healthcare 1
157,100 2,452,331Landauer
30,400 1,462,240National Research Cl. A
40,033 760,627PharMerica Corporation 1
40,000 1,006,000Psychemedics Corporation
37,500 925,500U.S. Physical Therapy
10,000 702,000 10,168,305 HEALTH CARE TECHNOLOGY - 0.2%Connecture 1
20,000 33,600Vocera Communications 1
33,100 612,019 645,619 PHARMACEUTICALS - 1.4%Agile Therapeutics 1, 2
80,000 456,000Alcobra 1
645,055 1,354,615Lipocine 1
355,404 1,307,887Theravance Biopharma 1
66,009 2,104,367 5,222,869 Total (Cost $36,000,489) 48,841,495 INDUSTRIALS 18.4% AEROSPACE & DEFENSE - 0.6%Astronics Corporation 1
4,400 148,896Astronics Corporation Cl. B 1, 4
660 22,209CPI Aerostructures 1
9,500 87,875FLYHT Aerospace Solutions 1
1,916,800 321,216Innovative Solutions and Support 1
142,828 475,617Mercury Systems 1
29,700 897,534SIFCO Industries 1
45,800 350,370 2,303,717 BUILDING PRODUCTS - 1.4%Burnham Holdings Cl. A 4
117,000 1,842,750DIRTT Environmental Solutions 1
171,000 798,548Insteel Industries
44,200 1,575,288Patrick Industries 1
11,500 877,450 5,094,036 COMMERCIAL SERVICES & SUPPLIES - 2.2%Atento 1
246,001 1,869,607CompX International Cl. A
107,500 1,730,750Heritage-Crystal Clean 1, 2, 3
241,677 3,794,329Team 1, 2
17,500 686,875 8,081,561 CONSTRUCTION & ENGINEERING - 2.3%Ameresco Cl. A 1
261,900 1,440,450IES Holdings 1
234,000 4,481,100Layne Christensen 1, 2
50,000 543,500Northwest Pipe 1
58,400 1,005,648
30 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2016
Schedule of Investments (continued)
SHARES VALUE INDUSTRIALS (continued) CONSTRUCTION & ENGINEERING (continued)NV5 Global 1
27,400 $ 915,160 8,385,858 ELECTRICAL EQUIPMENT - 1.1%Encore Wire 2
4,100 177,735LSI Industries
144,212 1,404,625Orion Energy Systems 1
170,000 368,900Powell Industries
21,400 834,600Power Solutions International 1, 2
7,100 53,250Preformed Line Products
20,743 1,205,583 4,044,693 INDUSTRIAL CONGLOMERATES - 0.8%Raven Industries 2
117,159 2,952,407 MACHINERY - 6.8%Chart Industries 1
1,100 39,622CIRCOR International 2
26,100 1,693,368Columbus McKinnon
1,500 40,560Eastern Company (The)
39,750 830,775Foster (L.B.) Company 2
99,300 1,350,480FreightCar America
81,000 1,209,330Graham Corporation 2, 3
78,050 1,728,807Hurco Companies
36,866 1,220,264Kadant
54,600 3,341,520Lindsay Corporation
29,400 2,193,534Luxfer Holdings ADR
59,712 650,264Lydall 1
1,800 111,330NN
50,300 958,215Pfeiffer Vacuum Technology
6,000 560,622Sun Hydraulics
86,900 3,473,393Tennant Company
36,600 2,605,920Titan International
237,600 2,663,496Twin Disc 1
5,300 77,380 24,748,880 MARINE - 0.6%Clarkson
74,500 1,994,940 PROFESSIONAL SERVICES - 1.5%Acacia Research 1, 2
190,000 1,235,000CBIZ 1
47,000 643,900Franklin Covey 1
40,100 808,015GP Strategies 1
7,600 217,360Heidrick & Struggles International
46,300 1,118,145Kforce 2
4,700 108,570Resources Connection
8,800 169,400RPX Corporation 1
100,000 1,080,000 5,380,390 ROAD & RAIL - 0.6%Marten Transport
3,300 76,890Patriot Transportation Holding 1, 2
29,460 686,418Universal Logistics Holdings 2
77,600 1,268,760 2,032,068 TRADING COMPANIES & DISTRIBUTORS - 0.5%Central Steel & Wire 4
788 346,523Houston Wire & Cable
249,918 1,624,467 1,970,990 Total (Cost $53,738,212) 66,989,540 INFORMATION TECHNOLOGY 19.0% COMMUNICATIONS EQUIPMENT - 1.6%ADTRAN
23,300 520,755Applied Optoelectronics 1, 2
7,000 164,080Bel Fuse Cl. A
67,705 1,713,614CalAmp Corporation 1
3,100 44,950Clearfield 1
61,300 1,268,910Harmonic 1
147,000 735,000Oclaro 1
123,600 1,106,220PCTEL
34,100 183,458Sandvine Corporation
35,200 73,669 5,810,656 ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 5.4%Agilysys 1
170,587 1,767,281ePlus 1
2,100 241,920Fabrinet 1
2,200 88,660FARO Technologies 1, 2, 3
81,700 2,941,200HollySys Automation Technologies
62,900 1,152,328Inficon Holding
3,420 1,232,788LRAD Corporation
853,456 1,459,410Mesa Laboratories 2, 3
22,700 2,786,425Netlist 1
63,600 64,872Novanta 1
37,600 789,600Orbotech 1, 2, 3
102,800 3,434,548PC Connection
43,716 1,227,983Perceptron 1
8,500 56,440Richardson Electronics
316,900 1,996,470Rogers Corporation 1, 2
600 46,086Vishay Precision Group 1
10,000 189,000 19,475,011 INTERNET SOFTWARE & SERVICES - 3.3%Actua Corporation 1
46,876 656,264Care.com 1, 2, 3
207,587 1,779,020comScore 1
81,905 2,586,560IZEA 1
81,770 368,783QuinStreet 1
525,550 1,976,068RealNetworks 1
135,362 657,859Reis
25,000 556,250Solium Capital 1
215,400 1,354,021Stamps.com 1
14,500 1,662,425Support.com 1
316,800 272,448 11,869,698 IT SERVICES - 1.1%Computer Task Group 2
140,838 592,928Hackett Group (The)
55,500 980,130Innodata 1
437,275 1,071,324MoneyGram International 1
102,003 1,204,655Virtusa Corporation 1
8,100 203,472 4,052,509 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 4.2%Amtech Systems 1, 2
160,284 681,207Brooks Automation
129,100 2,203,737CyberOptics Corporation 1
16,200 422,820Daqo New Energy ADR 1
20,000 386,000FormFactor 1
22,869 256,133Intermolecular 1
240,000 227,520IXYS Corporation
18,800 223,720Kopin Corporation 1
242,200 687,848Kulicke & Soffa Industries 1
88,000 1,403,600MoSys 1, 2
684,275 157,452Nanometrics 1
67,300 1,686,538
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 31
Royce Micro-Cap Trust
Schedule of Investments (continued)
SHARES VALUE INFORMATION TECHNOLOGY (continued) SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (continued)Nova Measuring Instruments 1
128,400 $ 1,687,176PDF Solutions 1
25,000 563,750Photronics 1
189,700 2,143,610Sigma Designs 1
89,000 534,000Silicon Motion Technology ADR
34,100 1,448,568Ultra Clean Holdings 1
49,900 484,030Xcerra Corporation 1
20,900 159,676 15,357,385 SOFTWARE - 2.1%American Software Cl. A
120,352 1,243,236BSQUARE Corporation 1
83,675 489,499Computer Modelling Group
337,700 2,291,325Model N 1
166,693 1,475,233Monotype Imaging Holdings
15,000 297,750PSI
34,000 436,258Rubicon Project 1
92,200 684,124SeaChange International 1
284,200 653,660 7,571,085 TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 1.3%Intevac 1
379,300 3,243,015Kortek
135,007 1,555,879 4,798,894 Total (Cost $62,002,414) 68,935,238 MATERIALS 6.2% CHEMICALS - 1.8%Balchem Corporation
11,775 988,158FutureFuel Corporation
85,262 1,185,142Quaker Chemical 2
26,000 3,326,440Trecora Resources 1
89,600 1,240,960 6,740,700 CONSTRUCTION MATERIALS - 0.8%Ash Grove Cement 4
7,900 2,054,000Monarch Cement 4
16,303 745,862U.S. Concrete 1
3,400 222,700 3,022,562 CONTAINERS & PACKAGING - 0.3%UFP Technologies 1
36,445 927,525 METALS & MINING - 3.3%Alamos Gold Cl. A
186,044 1,283,110Ampco-Pittsburgh
79,002 1,323,283Comstock Mining 1
1,875,000 493,125Exeter Resource 1
1,195,400 895,235Haynes International 2
25,000 1,074,750Imdex 1
525,666 217,758MAG Silver 1
74,050 816,772Major Drilling Group International 1
706,757 3,695,255Olympic Steel
35,000 848,050Pretium Resources 1
80,000 662,570Universal Stainless & Alloy Products 1
11,600 156,716Victoria Gold 1
890,000 371,206 11,837,830 Total (Cost $16,417,272) 22,528,617 REAL ESTATE 3.7% EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.5%BRT Realty Trust 1
230,331 1,886,411 REAL ESTATE MANAGEMENT & DEVELOPMENT - 3.2%AV Homes 1
82,000 1,295,600Forestar Group 1, 2
53,000 704,900FRP Holdings 1, 2, 3
58,300 2,197,910Griffin Industrial Realty
43,384 1,376,574Hopefluent Group Holdings
1,400,000 387,169Marcus & Millichap 1
49,567 1,324,430RMR Group Cl. A
37,100 1,465,450Tejon Ranch 1, 2, 3
115,162 2,928,570 11,680,603 Total (Cost $11,153,885) 13,567,014 TELECOMMUNICATION SERVICES 0.1% DIVERSIFIED TELECOMMUNICATION SERVICES - 0.1%ORBCOMM 1
67,100 554,917 Total (Cost $570,215) 554,917 UTILITIES 0.1% GAS UTILITIES - 0.1%Shizuoka Gas
40,000 281,180 INDEPENDENT POWER & RENEWABLE ELECTRICITY PRODUCER - 0.0%Alterra Power
45,000 174,617 Total (Cost $467,214) 455,797 MISCELLANEOUS 6 4.7% Total (Cost $15,686,815) 17,027,717 TOTAL COMMON STOCKS (Cost $317,348,279) 363,972,058 PREFERRED STOCK 0.3%Seneca Foods Conv. 1, 4
45,409 1,089,816 (Cost $578,719) 1,089,816 REPURCHASE AGREEMENT 11.9% Fixed Income Clearing Corporation, 0.03% dated 12/30/16, due 1/3/17, maturity value
$43,472,145 (collateralized by obligations of various U.S. Government Agencies, 2.25%
due 11/15/24, valued at $44,344,237) (Cost $43,472,000) 43,472,000 TOTAL INVESTMENTS 112.3% (Cost $361,398,998) 408,533,874 LIABILITIES LESS CASH AND OTHER ASSETS (12.3)% (44,833,121 ) NET ASSETS 100.0% $ 363,700,753
32 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2016
New additions in 2016. 1 Non-income producing. 2All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2016. Total market value of pledged securities at December 31, 2016, was $71,014,926.3At December 31, 2016, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $39,021,909.4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.5A 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 2016 and less than 1% of net assets.
Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2016, market value.
TAX INFORMATION: The cost of total investments for Federal income tax purposes was $364,689,765. At December 31, 2016, net unrealized appreciation for all securities was $43,844,109, consisting of aggregate gross unrealized appreciation of $90,607,363 and aggregate gross unrealized depreciation of $46,763,254. The primary causes of the differences between book and tax basis cost are 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 2016 Annual Report to Stockholders | 33
Royce Micro-Cap Trust December 31, 2016
Statement of Assets and Liabilities
ASSETS: Investments at value $ 365,061,874 Repurchase agreements (at cost and value) 43,472,000 Cash and foreign currency 639 Receivable for investments sold 177,818 Receivable for dividends and interest 519,587 Prepaid expenses and other assets 22,771 Total Assets 409,254,689 LIABILITIES: Revolving credit agreement 45,000,000 Payable for investments purchased 274,464 Payable for investment advisory fee 152,896 Payable for directors fees 23,341 Payable for interest expense 7,305 Accrued expenses 95,930 Total Liabilities 45,553,936 Net Assets $ 363,700,753 ANALYSIS OF NET ASSETS: Paid-in capital -$0.001 par value per share; 37,780,330 shares outstanding (150,000,000 shares authorized) $ 317,416,636 Undistributed net investment income (loss) (1,987,430 ) Accumulated net realized gain (loss) on investments and foreign currency 1,138,148 Net unrealized appreciation (depreciation) on investments and foreign currency 47,133,399 Net Assets (net asset value per share - $9.63) $ 363,700,753 Investments at identified cost $ 317,926,998
34 | 2016 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 12/31/16 YEAR ENDED 12/31/15 INVESTMENT OPERATIONS: Net investment income (loss) $ 1,040,381 $ 917,928 Net realized gain (loss) on investments and foreign currency 17,298,523 21,372,239 Net change in unrealized appreciation (depreciation) on investments and foreign currency 46,017,634 (71,062,194 ) Net increase (decrease) in net assets from investment operations 64,356,538 (48,772,027 ) DISTRIBUTIONS: Net investment income (2,974,373 ) (399,672 ) Net realized gain on investments and foreign currency (20,650,513 ) (43,520,307 ) Total distributions (23,624,886 ) (43,919,979 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 10,562,009 17,611,123 Total capital stock transactions 10,562,009 17,611,123 Net Increase (Decrease) In Net Assets 51,293,661 (75,080,883 ) NET ASSETS: Beginning of year 312,407,092 387,487,975End of year (including undistributed net investment income (loss) of $(1,987,430) at 12/31/16 and $(116,177) at 12/31/15)
$ 363,700,753 $ 312,407,092
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 35
Royce Micro-Cap Trust Year Ended December 31, 2016
Statement of Operations
INVESTMENT INCOME: INCOME: Dividends $ 5,148,607 Foreign withholding tax (90,286 ) Interest 9,197 Rehypothecation income 52,529 Total income 5,120,047 EXPENSES: Investment advisory fees 2,811,209 Interest expense 775,138 Stockholder reports 125,590 Directors fees 87,305 Administrative and office facilities 78,686 Custody and transfer agent fees 78,184 Professional fees 56,507 Other expenses 67,125 Total expenses 4,079,744 Compensating balance credits (78 ) Net expenses 4,079,666 Net investment income (loss) 1,040,381 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments 17,310,170 Foreign currency transactions (11,647 ) NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations 46,016,376 Other assets and liabilities denominated in foreign currency 1,258 Net realized and unrealized gain (loss) on investments and foreign currency 63,316,157 NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ 64,356,538
36 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Micro-Cap Trust Year Ended December 31, 2016
Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ 64,356,538 Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:Purchases of long-term investments
(89,262,035 )Proceeds from sales and maturities of long-term investments
130,287,242Net purchases, sales and maturities of short-term investments
(29,054,000 )Net (increase) decrease in dividends and interest receivable and other assets
55,414Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
(54,868 )Net change in unrealized appreciation (depreciation) on investments
(46,016,376 )Net realized gain (loss) on investments and foreign currency
(17,298,523 ) Net cash provided by operating activities 13,013,392 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in revolving credit agreement Distributions (23,624,886 ) Reinvestment of distributions 10,562,009 Net cash used for financing activities (13,062,877 ) INCREASE (DECREASE) IN CASH: (49,485 ) Cash and foreign currency at beginning of year 50,124 Cash and foreign currency at end of year $ 639
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 37
Royce Micro-Cap Trust
Financial HighlightsThis table is presented to show selected data for a share of Common Stock outstanding throughout each period, and to assist stockholders in evaluating the Funds performance for the periods presented.
YEARS ENDED 12/31/16 12/31/15 12/31/14 12/31/13 12/31/12 Net Asset Value, Beginning of Period $ 8.59 $ 11.33 $ 14.12 $ 10.93 $ 9.86 INVESTMENT OPERATIONS: Net investment income (loss) 0.03 0.03 (0.01 ) 0.01 0.15Net realized and unrealized gain (loss) on investments and foreign currency 1.70 (1.42 ) 0.25 4.64 1.58 Total investment operations 1.73 (1.39 ) 0.24 4.65 1.73 DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (0.02 ) Net realized gain on investments and foreign currency (0.09 ) Total distributions to Preferred Stockholders (0.11 )
Net Increase (Decrease) in Net Assets Applicable to Common Stockholders from Investment Operations
1.73 (1.39 ) 0.24 4.65 1.62 DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (0.08 ) (0.01 ) (0.04 ) (0.03 ) (0.08 ) Net realized gain on investments and foreign currency (0.56 ) (1.25 ) (2.86 ) (1.35 ) (0.43 ) Total distributions to Common Stockholders (0.64 ) (1.26 ) (2.90 ) (1.38 ) (0.51 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.05 ) (0.09 ) (0.13 ) (0.08 ) (0.04 ) Total capital stock transactions (0.05 ) (0.09 ) (0.13 ) (0.08 ) (0.04 ) Net Asset Value, End of Period $ 9.63 $ 8.59 $ 11.33 $ 14.12 $ 10.93 Market Value, End of Period $ 8.16 $ 7.26 $ 10.08 $ 12.61 $ 9.45 TOTAL RETURN:1 Net Asset Value 21.98 % (11.64 )% 3.46 % 44.66 % 17.23 % Market Value 22.30 % (16.06 )% 3.06 % 49.42 % 13.95 %RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: Investment advisory fee expense2 0.87 % 0.93 % 0.93 % 0.82 % 1.12 % Other operating expenses 0.39 % 0.35 % 0.25 % 0.29 % 0.18 % Total expenses (net)3 1.26 % 1.28 % 1.18 % 1.11 % 1.30 % Expenses net of fee waivers and excluding interest expense 1.02 % 1.08 % 1.05 % 0.96 % 1.27 % Expenses prior to fee waivers and balance credits 1.26 % 1.28 % 1.18 % 1.11 % 1.32 % Expenses prior to fee waivers 1.26 % 1.28 % 1.18 % 1.11 % 1.32 % Net investment income (loss) 0.32 % 0.26 % (0.09 )% 0.08 % 1.46 % SUPPLEMENTAL DATA:
Net Assets Applicable to Common Stockholders, End of Period
$ 363,701 $ 312,407 $ 387,488 $ 433,121 $ 318,545 Portfolio Turnover Rate 26 % 39 % 41 % 29 % 28 % REVOLVING CREDIT AGREEMENT: Asset coverage 908 % 794 % 746 % 1062 % 808 % Asset coverage per $1,000 $ 9,082 $ 7,942 $ 7,458 $ 10,625 $ 8,079
(in thousands)
1The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Funds Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Funds net asset value is used on the purchase and sale dates instead of market value.2The investment advisory fee is calculated based on average net assets over a rolling 36-month basis, while the above ratios of investment advisory fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis.3Expense ratio based on total average net assets including liquidation value of Preferred Stock was 1.10% for the year ended December 31, 2012.
38 | 2016 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, 2016. 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 $339,476,282 $24,253,914 $241,862 $363,972,058 Preferred Stocks 1,089,816 1,089,816 Cash Equivalents 43,472,000 43,472,000
Certain securities have transferred in and out of Level 1 and Level 2 measurements during the reporting period. The Fund recognizes transfers between levels as of the end of the reporting period. For the year ended December 31, 2016, securities valued at $594,776 were transferred from Level 1 to Level 2 within the fair value hierarchy.
2016 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 12/31/15 GAIN (LOSS)1 BALANCE AS OF 12/31/16 Common Stocks $225,738 $16,124 $241,862 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.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 12/31/16 VALUATION TECHNIQUE(S) UNOBSERVABLE INPUT(S) RANGE AVERAGE AN INCREASE IN INPUT1 Common Stocks $241,862 Discounted Present Value
Balance Sheet Analysis Liquidity Discount 30%-40% Decrease 1This 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, 2016 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 | 2016 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. Premiums 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 (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 1,405,544 and 2,189,322 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2016 and December 31, 2015, respectively.
Borrowings:The Fund is party to a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Limited (BNPPI). 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 or as otherwise required by applicable regulatory standards and has granted a security interest in the securities pledged to, and in favor of, BNPPI 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 which may necessitate the sale of portfolio securities at potentially inopportune times. BNPPI may terminate the credit agreement upon certain ratings downgrades of its corporate parent, which would result in the Funds entire loan balance becoming immediately due and payable. The occurrence of such ratings downgrades may necessitate the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPPI 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 BNPPI on demand. If BNPPI fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPPI for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPPI, the Fund, upon notice to BNPPI, may reduce the loan balance outstanding by the value of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPPI in connection with the rehypothecation of portfolio securities.
As of December 31, 2016, the Fund has outstanding borrowings of $45,000,000. During the year ended December 31, 2016, the Fund borrowed an average daily balance of $45,000,000 at a weighted average borrowing cost of 1.69%. The maximum amount outstanding during the year ended December 31, 2016 was $45,000,000. As of December 31, 2016, the aggregate value of rehypothecated securities was $39,021,909. During the year ended December 31, 2016, the Fund earned $52,529 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.
2016 Annual Report to Stockholders | 41
Royce Micro-Cap Trust
Notes to Financial Statements (continued)
Investment Advisory Agreement (continued):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 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 2016, the Funds investment performance ranged from 2% to 14% below the investment performance of the Russell 2000. Accordingly, the net investment advisory fee consisted of a Basic Fee of $3,761,473 and a net downward adjustment of $950,264 for the performance of the Fund relative to that of the Russell 2000. For the year ended December 31, 2016, the Fund expensed Royce investment advisory fees totaling $2,811,209.
Purchases and Sales of Investment Securities:For the year ended December 31, 2016, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $87,234,808 and $125,680,183, 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 Royce 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, 2016, were as follows:
COST OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS) $6,527,654 $1,716,500 $683,950
Tax Information:Distributions during the years ended December 31, 2016 and 2015, were characterized as follows for tax purposes:
ORDINARY INCOME LONG-TERM CAPITAL GAINS 2016 2015 2016 2015 $5,291,974 $7,501,533 $18,332,912 $36,418,446The tax basis components of distributable earnings at December 31, 2016, were as follows:
QUALIFIED LATE YEAR UNDISTRIBUTED UNDISTRIBUTED LONG-TERM NET UNREALIZED ORDINARY AND TOTAL ORDINARY CAPITAL GAINS OR APPRECIATION POST-OCTOBER LOSS DISTRIBUTABLE INCOME (CAPITAL LOSS CARRYFORWARD) (DEPRECIATION) 1 DEFERRALS 2 EARNINGS $2,106,421 $981,595 $43,842,633 $(646,532) $46,284,117 1Includes timing differences on foreign currency, recognition of losses on securities sold, investments in publicly traded partnerships and Trusts, investments in Real Estate Investment Trusts 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, 2016, the Fund recorded the following permanent reclassifications, which relate primarily to current investments in publicly traded partnerships and Trusts, foreign currency transactions, investments in Real Estate Investment Trusts 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 $62,740 $(62,740) $Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2013-2016) and has concluded that as of December 31, 2016, no provision for income tax is required in the Funds financial statements.
42 | 2016 Annual Report to Stockholders
Royce Micro-Cap Trust
Report of Independent Registered Public Accounting Firm
To the Board of Directors and the 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) as of December 31, 2016, the results of its operations, the changes in its net assets, its cash flows and the financial highlights for each of the periods presented, 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 audits. We conducted our audits 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 audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the 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 22, 20172016 Annual Report to Stockholders | 43
Royce Value Trust
Schedule of Investments Common Stocks 97.8% SHARES VALUE CONSUMER DISCRETIONARY 10.3% AUTO COMPONENTS - 1.5%Cooper Tire & Rubber
64,500 $ 2,505,825Gentex Corporation
290,470 5,719,354LCI Industries
61,616 6,639,124Motorcar Parts of America 1
27,100 729,532Sebang Global Battery
28,500 882,095Standard Motor Products
50,391 2,681,809 19,157,739 AUTOMOBILES - 0.8%Thor Industries 2
106,410 10,646,320 DISTRIBUTORS - 1.1%Core-Mark Holding Company
245,400 10,569,378Fenix Parts 1
255,000 719,100Weyco Group
97,992 3,067,150 14,355,628 DIVERSIFIED CONSUMER SERVICES - 0.6%American Public Education 1
42,400 1,040,920Collectors Universe
50,000 1,061,500DeVry Education Group
52,054 1,624,085H&R Block
8,000 183,920Liberty Tax Cl. A
141,573 1,897,078Lincoln Educational Services 1
430,600 826,752Universal Technical Institute
504,032 1,466,733 8,100,988 HOTELS, RESTAURANTS & LEISURE - 0.3%Century Casinos 1
222,360 1,830,023Lindblad Expeditions Holdings 1
178,300 1,684,935 3,514,958 HOUSEHOLD DURABLES - 1.6%Cavco Industries 1
14,700 1,467,795Ethan Allen Interiors
231,000 8,512,350Flexsteel Industries
12,400 764,708Mohawk Industries 1, 2
22,400 4,472,832Natuzzi ADR 1
2,096,300 4,737,638Samson Holding
2,500,000 180,527Stanley Furniture 3
912,235 821,194 20,957,044 LEISURE PRODUCTS - 0.7%Nautilus 1
488,700 9,040,950 MEDIA - 0.5%E.W. Scripps Company Cl. A 1
67,660 1,307,868Global Eagle Entertainment 1
7,700 49,742New Media Investment Group
60,100 960,999Pico Far East Holdings
3,484,400 1,068,233T4F Entretenimento
200,000 343,995Technicolor
120,000 649,107Wiley (John) & Sons Cl. A
46,500 2,534,250 6,914,194 MULTILINE RETAIL - 0.0%New World Department Store China 1
1,447,500 186,343 SPECIALTY RETAIL - 1.9%Barnes & Noble
26,000 289,900Buckle (The) 2
122,415 2,791,062Byggmax Group
70,000 483,381Caleres
107,800 3,537,996Container Store Group (The) 1
158,200 1,004,570Destination Maternity
557,967 2,884,689Genesco 1
26,155 1,624,226Haverty Furniture
23,700 561,690I.T
827,000 328,545Monro Muffler Brake
161,500 9,237,800Oriental Watch Holdings
967,900 186,513TravelCenters of America LLC 1
62,500 443,750West Marine 1
131,100 1,372,617 24,746,739 TEXTILES, APPAREL & LUXURY GOODS - 1.3%Crown Crafts
94,441 731,918Culp
29,400 1,092,210Deckers Outdoor 1
20,820 1,153,220J.G. Boswell Company 4
3,940 2,411,280Movado Group
74,061 2,129,254Wolverine World Wide
360,200 7,906,390YGM Trading
1,082,600 1,021,814 16,446,086 Total (Cost $114,690,819) 134,066,989 CONSUMER STAPLES 2.2% BEVERAGES - 0.2%Compania Cervecerias Unidas ADR
134,000 2,811,320 FOOD PRODUCTS - 1.9%Cal-Maine Foods
56,016 2,474,507Farmer Bros. 1
52,300 1,919,410Industrias Bachoco ADR
59,095 2,896,837John B. Sanfilippo & Son
17,200 1,210,708Sanderson Farms
15,400 1,451,296Seneca Foods Cl. A 1
152,325 6,100,616Seneca Foods Cl. B 1
13,840 581,280SunOpta 1
187,459 1,321,586Tootsie Roll Industries 2
135,847 5,399,918Waterloo Investment Holdings 1, 5
2,973,544 892,063 24,248,221 PERSONAL PRODUCTS - 0.1%Inter Parfums
43,530 1,425,608 Total (Cost $21,361,098) 28,485,149 ENERGY 5.2% ENERGY EQUIPMENT & SERVICES - 4.3%CARBO Ceramics 1, 2
48,000 502,080Diamond Offshore Drilling 1
189,000 3,345,300Era Group 1
559,771 9,499,314Forum Energy Technologies 1
129,654 2,852,388Franks International
108,600 1,336,866Helmerich & Payne
99,930 7,734,582ION Geophysical 1
71,880 431,280Oil States International 1
46,833 1,826,487Pason Systems
532,180 7,784,616SEACOR Holdings 1
150,469 10,725,430TGS-NOPEC Geophysical
309,170 6,856,643Trican Well Service 1
897,300 3,074,204 55,969,190 OIL, GAS & CONSUMABLE FUELS - 0.9%Dorchester Minerals L.P.
177,172 3,109,369Dorian LPG 1
184,034 1,510,919Hargreaves Services
57,683 193,339San Juan Basin Royalty Trust
320,352 2,120,730World Fuel Services
66,600 3,057,606
44 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2016
Schedule of Investments (continued) SHARES VALUE ENERGY (continued) OIL, GAS & CONSUMABLE FUELS (continued)WPX Energy 1
110,000 $ 1,602,700 11,594,663 Total (Cost $66,444,110) 67,563,853 FINANCIALS 14.9% BANKS - 2.3%Bank of N.T. Butterfield & Son
178,416 5,609,399Blue Hills Bancorp
82,680 1,550,250Canadian Western Bank
279,500 6,315,890Farmers & Merchants Bank of Long Beach 4
1,080 7,344,000Fauquier Bankshares
160,800 2,596,920First Citizens BancShares Cl. A
17,026 6,044,230 29,460,689 CAPITAL MARKETS - 7.9%Ares Management L.P.
375,900 7,217,280Artisan Partners Asset Management Cl. A
246,600 7,336,350ASA Gold and Precious Metals
199,821 2,206,024Ashmore Group
1,354,000 4,724,550Associated Capital Group Cl. A
20,200 663,570Citadel Capital 1
8,549,921 476,306Cowen Group 1
62,706 971,943Dundee Corporation Cl. A 1
1,079,900 4,785,614Edmond de Rothschild (Suisse)
153 2,102,675Federated Investors Cl. B
162,840 4,605,115Jupiter Fund Management
230,000 1,253,319KKR & Co. L.P.
24,100 370,899Lazard Cl. A
117,335 4,821,295Manning & Napier Cl. A
395,692 2,987,475MarketAxess Holdings
70,800 10,401,936Medley Management Cl. A
109,500 1,084,050Morningstar
84,600 6,223,176mutares
39,266 471,775MVC Capital
324,200 2,781,636Oaktree Capital Group LLC Cl. A
101,100 3,791,250Rothschild & Co
216,893 5,865,566SEI Investments
185,600 9,161,216Sprott
1,590,000 2,972,405TMX Group
46,600 2,482,279U.S. Global Investors Cl. A
520,551 707,949Value Partners Group
5,453,000 4,337,809Virtus Investment Partners
32,330 3,816,557Westwood Holdings Group
49,073 2,943,889ZAIS Group Holdings Cl. A 1, 2
492,300 723,681 102,287,589 CONSUMER FINANCE - 0.1%Bajaj Finance
55,000 683,431 DIVERSIFIED FINANCIAL SERVICES - 0.5%First Pacific
1,020,000 712,419PICO Holdings 1
409,400 6,202,410 6,914,829 INSURANCE - 2.7%Alleghany Corporation 1
2,109 1,282,525Atlas Financial Holdings 1
30,000 541,500eHealth 1
65,000 692,250E-L Financial
21,500 11,689,569Erie Indemnity Cl. A
25,000 2,811,250Independence Holding Company
314,523 6,148,925MBIA 1
942,400 10,083,680ProAssurance Corporation
17,139 963,212WMIH 1
77,742 120,500 34,333,411 INVESTMENT COMPANIES - 0.2%RIT Capital Partners
130,500 3,025,860 THRIFTS & MORTGAGE FINANCE - 1.2%Genworth MI Canada
258,195 6,472,903Timberland Bancorp 3
444,200 9,177,172Vestin Realty Mortgage II 1
53,557 125,324 15,775,399 Total (Cost $174,396,958) 192,481,208 HEALTH CARE 4.2% BIOTECHNOLOGY - 0.7%ARIAD Pharmaceuticals 1, 2
29,700 369,468Keryx Biopharmaceuticals 1
139,000 814,540Sangamo BioSciences 1
469,315 1,431,411Zealand Pharma 1
464,707 6,996,930 9,612,349 HEALTH CARE EQUIPMENT & SUPPLIES - 1.3%Analogic Corporation
53,735 4,457,318Atrion Corporation 2,6
15,750 7,988,400Cerus Corporation 1
108,000 469,800Invacare Corporation
38,900 507,645Masimo Corporation 1
50,000 3,370,000Neogen Corporation 1
6,800 448,800 17,241,963 HEALTH CARE PROVIDERS & SERVICES - 0.7%Aceto Corporation
76,655 1,684,111AMN Healthcare Services 1
15,900 611,355Community Health Systems 1
790,000 4,416,100Landauer
50,000 2,405,000 9,116,566 HEALTH CARE TECHNOLOGY - 0.2%Cegedim 1
10,000 276,057Medidata Solutions 1
40,000 1,986,800 2,262,857 LIFE SCIENCES TOOLS & SERVICES - 1.2%Bio-Rad Laboratories Cl. A 1
33,498 6,106,015Bio-Techne
50,343 5,176,771PAREXEL International 1
56,600 3,719,752 15,002,538 PHARMACEUTICALS - 0.1%Theravance Biopharma 1
37,291 1,188,837 Total (Cost $38,859,309) 54,425,110 INDUSTRIALS 29.2% AEROSPACE & DEFENSE - 2.7%Austal
688,670 863,930Ducommun 1
117,200 2,995,632HEICO Corporation
140,338 10,827,077HEICO Corporation Cl. A
80,808 5,486,863Magellan Aerospace
182,779 2,447,672Mercury Systems 1
25,400 767,588Teledyne Technologies 1
20,600 2,533,800Wesco Aircraft Holdings 1
588,000 8,790,600 34,713,162
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 45
Royce Value Trust
Schedule of Investments (continued) SHARES VALUE INDUSTRIALS (continued) AIR FREIGHT & LOGISTICS - 1.8%Expeditors International of Washington
158,900 $ 8,415,344Forward Air
179,750 8,516,555Hub Group Cl. A 1, 2, 6
149,400 6,536,250 23,468,149 BUILDING PRODUCTS - 0.5%Apogee Enterprises
68,900 3,690,284Burnham Holdings Cl. B 4
36,000 567,000Insteel Industries
55,780 1,987,999Patrick Industries 1
9,850 751,555 6,996,838 COMMERCIAL SERVICES & SUPPLIES - 2.4%Atento 1
234,500 1,782,200CECO Environmental
99,028 1,381,440CompX International Cl. A
211,100 3,398,710Copart 1
219,960 12,187,984Heritage-Crystal Clean 1
152,527 2,394,674Kimball International Cl. B
286,180 5,025,321Ritchie Bros. Auctioneers
17,510 595,340Steelcase Cl. A
219,560 3,930,124UniFirst Corporation
6,470 929,415 31,625,208 CONSTRUCTION & ENGINEERING - 3.5%EMCOR Group 2, 6
121,300 8,583,188IES Holdings 1
539,482 10,331,080Jacobs Engineering Group 1
164,900 9,399,300KBR
325,300 5,429,257Northwest Pipe 1
20,000 344,400NV5 Global 1
23,500 784,900Sterling Construction 1
122,300 1,034,658Valmont Industries 2
62,845 8,854,861 44,761,644 ELECTRICAL EQUIPMENT - 0.9%Global Power Equipment Group 1, 4
631,820 2,988,508Powell Industries
94,500 3,685,500Preformed Line Products
91,600 5,323,792 11,997,800 INDUSTRIAL CONGLOMERATES - 0.5%A. Soriano
2,791,000 336,770Raven Industries
251,725 6,343,470 6,680,240 MACHINERY - 10.6%Chen Hsong Holdings
1,159,000 289,620China Metal International Holdings
554,524 174,797CIRCOR International
85,384 5,539,714CLARCOR
74,000 6,102,780Colfax Corporation 1
77,242 2,775,305Columbus McKinnon
20,975 567,164Deutz
115,000 646,157Donaldson Company
193,559 8,144,963Exco Technologies
216,600 1,739,059Federal Signal
56,280 878,531Franklin Electric
104,600 4,068,940Graco
89,276 7,417,943Greenbrier Companies (The)
47,800 1,986,090Hurco Companies
25,952 859,011Hyster-Yale Materials Handling Cl. A
10,000 637,700IDEX Corporation
67,400 6,070,044John Bean Technologies
70,326 6,044,520Kadant
42,200 2,582,640Kennametal
160,100 5,004,726Lincoln Electric Holdings
61,360 4,704,471Lindsay Corporation 2
80,000 5,968,800Luxfer Holdings ADR
28,100 306,009Lydall 1
30,580 1,891,373NN
308,700 5,880,735Nordson Corporation
24,296 2,722,367RBC Bearings 1
125,000 11,601,250Sarine Technologies
327,500 406,813Sun Hydraulics
286,318 11,444,131Tennant Company
111,900 7,967,280Watts Water Technologies Cl. A
61,000 3,977,200Westinghouse Air Brake Technologies
91,070 7,560,631Westport Fuel Systems 1
327,100 369,623Woodward
154,600 10,675,130 137,005,517 MARINE - 1.4%Clarkson
291,000 7,792,316Kirby Corporation 1
144,500 9,609,250 17,401,566 PROFESSIONAL SERVICES - 2.7%Advisory Board (The) 1
190,277 6,326,710Franklin Covey 1
40,800 822,120Heidrick & Struggles International
66,480 1,605,492ICF International 1
20,836 1,150,147ManpowerGroup
112,858 10,029,691On Assignment 1, 2, 6
179,295 7,917,667Robert Half International
75,532 3,684,451TrueBlue 1
128,920 3,177,878Volt Information Sciences 1
65,000 445,250 35,159,406 ROAD & RAIL - 1.7%Genesee & Wyoming Cl. A 1
15,000 1,041,150Knight Transportation
122,400 4,045,320Landstar System
123,260 10,514,078Patriot Transportation Holding 1
63,900 1,488,870Saia 1, 2
64,130 2,831,339Trancom
4,932 241,015Universal Logistics Holdings
78,916 1,290,277 21,452,049 TRADING COMPANIES & DISTRIBUTORS - 0.5%Central Steel & Wire 4
4,862 2,138,064Houston Wire & Cable
509,200 3,309,800MSC Industrial Direct Cl. A 2
11,963 1,105,262 6,553,126 TRANSPORTATION INFRASTRUCTURE - 0.0%Hopewell Highway Infrastructure
1,012,000 529,453 Total (Cost $224,439,887) 378,344,158 INFORMATION TECHNOLOGY 16.8% COMMUNICATIONS EQUIPMENT - 0.8%ADTRAN 2
234,973 5,251,647Bel Fuse Cl. B
30,238 934,354Clearfield 1
55,600 1,150,920NetScout Systems 1
58,500 1,842,750Oclaro 1
87,500 783,125 9,962,796
46 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
December 31, 2016
Schedule of Investments (continued) SHARES VALUE INFORMATION TECHNOLOGY (continued) ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 7.8%Anixter International 1, 2, 6
70,895 $ 5,746,040Broadway Industrial Group 1
2,000,000 261,197Cognex Corporation 2,6
210,970 13,421,911Coherent 1
111,734 15,350,576Dolby Laboratories Cl. A
21,250 960,287FARO Technologies 1
157,067 5,654,412FLIR Systems
317,000 11,472,230HollySys Automation Technologies
53,882 987,118Horiba
12,000 554,191IPG Photonics 1, 2, 6
72,070 7,114,030LRAD Corporation
776,544 1,327,890Methode Electronics
54,030 2,234,141National Instruments
261,850 8,070,217Orbotech 1
61,600 2,058,056Perceptron 1
357,700 2,375,128Plexus Corporation 1
150,600 8,138,424Richardson Electronics
573,732 3,614,512Rogers Corporation 1
57,066 4,383,239Systemax
58,520 513,220TTM Technologies 1, 2
496,400 6,765,932VST Holdings
979,000 342,190 101,344,941 INTERNET SOFTWARE & SERVICES - 2.1%Actua Corporation 1
83,815 1,173,410Care.com 1
235,900 2,021,663comScore 1
227,236 7,176,113HolidayCheck Group 1
44,900 110,924IZEA 1
70,106 316,178j2 Global
85,120 6,962,816MiX Telematics ADR
2,641 16,348QuinStreet 1
526,082 1,978,068RealNetworks 1
224,670 1,091,896Solium Capital 1
167,700 1,054,175Spark Networks 1, 2
263,000 220,894Stamps.com 1
37,500 4,299,375Support.com 1
650,300 559,258 26,981,118 IT SERVICES - 1.1%Acxiom Corporation 1
48,000 1,286,400Convergys Corporation 2
121,000 2,971,760DST Systems 2
10,000 1,071,500Hackett Group (The)
417,266 7,368,918Innodata 1
274,314 672,069MoneyGram International 1
59,400 701,514Unisys Corporation 1
40,000 598,000 14,670,161 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 2.7%Amtech Systems 1
141,471 601,252Brooks Automation
140,700 2,401,749Cabot Microelectronics
15,300 966,501CyberOptics Corporation 1
13,800 360,180Daqo New Energy ADR 1
17,200 331,960Diodes 1
270,850 6,952,719Exar Corporation 1
157,576 1,698,669Intermolecular 1
40,000 37,920Kulicke & Soffa Industries 1
77,400 1,234,530MKS Instruments
27,010 1,604,394Nanometrics 1
109,400 2,741,564Nova Measuring Instruments 1
82,300 1,081,422Photronics 1
159,900 1,806,870Sigma Designs 1
78,900 473,400Silicon Motion Technology ADR
51,900 2,204,712Teradyne
130,000 3,302,000Tessera Holding Corporation
153,530 6,786,026Ultra Clean Holdings 1
42,800 415,160Veeco Instruments 1
17,500 510,125 35,511,153 SOFTWARE - 1.6%American Software Cl. A
108,690 1,122,768ANSYS 1, 2, 6
95,000 8,786,550Computer Modelling Group
316,300 2,146,124Mentor Graphics
89,523 3,302,503Model N 1
300,387 2,658,425Monotype Imaging Holdings
117,700 2,336,345PSI
18,194 233,449SeaChange International 1
247,069 568,259 21,154,423 TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 0.7%Diebold Nixdorf
266,600 6,704,990Intevac 1
214,500 1,833,975 8,538,965 Total (Cost $156,696,296) 218,163,557 MATERIALS 7.3% CHEMICALS - 2.3%Dyadic International 1, 4
75,000 123,000FutureFuel Corporation
48,500 674,150Hawkins
86,178 4,649,303Innospec
36,883 2,526,486Minerals Technologies
91,893 7,098,734Quaker Chemical
109,669 14,031,052 29,102,725 CONSTRUCTION MATERIALS - 1.0%Ash Grove Cement Cl. B 4
50,518 13,134,680 CONTAINERS & PACKAGING - 0.3%Mayr-Melnhof Karton
34,000 3,603,744 METALS & MINING - 3.7%Alamos Gold Cl. A
263,300 1,815,930Ampco-Pittsburgh
36,966 619,180Constellium Cl. A 1
90,000 531,000Exeter Resource 1
240,000 179,736Ferroglobe (Warranty Insurance Trust) 1, 5
49,300 0Franco-Nevada Corporation
127,300 7,607,448Gold Fields ADR
370,000 1,113,700Haynes International
113,900 4,896,561Hecla Mining
321,300 1,683,612Imdex 1
350,000 144,988Lundin Mining 1
640,000 3,050,683Major Drilling Group International 1
739,243 3,865,107Pretium Resources 1
165,000 1,366,551Reliance Steel & Aluminum
139,940 11,130,828Royal Gold
16,600 1,051,610Synalloy Corporation 1
178,800 1,957,860Worthington Industries
148,000 7,021,120 48,035,914
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 47
Royce Value Trust December 31, 2016
Schedule of Investments (continued) SHARES VALUE MATERIALS (continued) PAPER & FOREST PRODUCTS - 0.0%TFS Corporation
453,967 $ 543,587 Total (Cost $57,328,240) 94,420,650 REAL ESTATE 2.8% REAL ESTATE MANAGEMENT & DEVELOPMENT - 2.8%AV Homes 1
66,100 1,044,380FirstService Corporation
135,100 6,414,548Forestar Group 1
102,000 1,356,600FRP Holdings 1
173,558 6,543,137Kennedy-Wilson Holdings
101,300 2,076,650Marcus & Millichap 1
246,113 6,576,139St. Joe Company (The) 1
177,000 3,363,000Tejon Ranch 1
360,035 9,155,690 Total (Cost $28,248,857) 36,530,144 TELECOMMUNICATION SERVICES 0.5% WIRELESS TELECOMMUNICATION SERVICES - 0.5%Telephone and Data Systems
208,270 6,012,755 Total (Cost $5,433,816) 6,012,755 UTILITIES 0.1% GAS UTILITIES - 0.1%Shizuoka Gas
110,000 773,244Toho Gas
60,000 487,291 1,260,535 MULTI-UTILITIES - 0.0%Just Energy Group 2
18,520 101,119 Total (Cost $1,218,976) 1,361,654 MISCELLANEOUS 7 4.3% Total (Cost $53,213,601) 56,034,275 TOTAL COMMON STOCKS (Cost $942,331,967) 1,267,889,502 REPURCHASE AGREEMENT 6.3% Fixed Income Clearing Corporation, 0.03% dated 12/30/16, due 1/3/17, maturity value
$80,912,270 (collateralized by obligations of various U.S. Government Agencies, 2.50%-
3.375% due 8/15/23-5/15/44, valued at $82,531,094) (Cost $80,912,000) 80,912,000 TOTAL INVESTMENTS 104.1% (Cost $1,023,243,967) 1,348,801,502 LIABILITIES LESS CASH AND OTHER ASSETS (4.1)% (52,789,790 ) NET ASSETS 100.0% $ 1,296,011,712
New additions in 2016. 1 Non-income producing. 2All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2016. Total market value of pledged securities at December 31, 2016, was $110,266,950.3At December 31, 2016, 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.4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.5Securities for which market quotations are not readily available represent 0.1% of net assets. These securities have been valued at their fair value under procedures approved by the Funds Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.6At December 31, 2016, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $64,652,459.7Includes securities first acquired in 2016 and less than 1% of net assets.Bold indicates the Funds 20 largest equity holdings in terms of December 31, 2016, market value.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,025,881,370. At December 31, 2016, net unrealized appreciation for all securities was $322,920,132 consisting of aggregate gross unrealized appreciation of $405,405,905 and aggregate gross unrealized depreciation of $82,485,773. The primary causes of the differences between book and tax basis cost are 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.
48 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust December 31, 2016
Statement of Assets and Liabilities
ASSETS: Investments at valueNon-Affiliated Companies
$ 1,257,891,136Affiliated Companies
9,998,366 Repurchase agreements (at cost and value) 80,912,000 Cash and foreign currency 65,248 Receivable for investments sold 18,100,968 Receivable for dividends and interest 1,351,828 Prepaid expenses and other assets 527,870 Total Assets 1,368,847,416 LIABILITIES: Revolving credit agreement 70,000,000 Payable for investments purchased 1,973,762 Payable for investment advisory fee 489,564 Payable for directors fees 44,757 Payable for interest expense 11,363 Accrued expenses 242,350 Deferred capital gains tax 73,908 Total Liabilities 72,835,704 Net Assets $ 1,296,011,712 ANALYSIS OF NET ASSETS: Paid-in capital - $0.001 par value per share; 81,791,924 shares outstanding (150,000,000 shares authorized) $ 962,812,872 Undistributed net investment income (loss) (1,959,371 ) Accumulated net realized gain (loss) on investments and foreign currency 9,653,806 Net unrealized appreciation (depreciation) on investments and foreign currency 325,504,405 Net Assets (net asset value per share - $15.85) $ 1,296,011,712 Investments at identified cost $ 942,331,967
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 49
Royce Value Trust
Statement of Changes in Net Assets
YEAR ENDED 12/31/16 YEAR ENDED 12/31/15 INVESTMENT OPERATIONS: Net investment income (loss) $ 9,680,260 $ 9,193,108 Net realized gain (loss) on investments and foreign currency 75,719,009 43,117,817 Net change in unrealized appreciation (depreciation) on investments and foreign currency 186,502,762 (157,435,228 ) Net increase (decrease) in net assets from investment operations 271,902,031 (105,124,303 ) DISTRIBUTIONS: Net investment income (10,786,801 ) (12,151,910 ) Net realized gain on investments and foreign currency (70,931,388 ) (83,306,926 ) Total distributions (81,718,189 ) (95,458,836 ) CAPITAL STOCK TRANSACTIONS: Reinvestment of distributions 33,793,124 40,663,247 Total capital stock transactions 33,793,124 40,663,247 Net Increase (Decrease) In Net Assets 223,976,966 (159,919,892 ) NET ASSETS: Beginning of year 1,072,034,746 1,231,954,638 End of year (including undistributed net investment income (loss) of $(1,959,371) at 12/31/16 and $(1,047,919) at 12/31/15) $ 1,296,011,712 $ 1,072,034,746
50 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust Year Ended December 31, 2016
Statement of Operations
INVESTMENT INCOME: INCOME: DividendsNon-Affiliated Companies
$ 16,827,595Affiliated Companies
1,519,381 Foreign withholding tax (433,390 ) Interest 50,925 Rehypothecation income 60,170 Total income 18,024,681 EXPENSES: Investment advisory fees 5,849,115 Interest expense 1,205,769 Stockholder reports 404,144 Administrative and office facilities 276,617 Custody and transfer agent fees 194,234 Directors fees 171,715 Professional fees 95,084 Other expenses 147,845 Total expenses 8,344,523 Compensating balance credits (102 ) Net expenses 8,344,421 Net investment income (loss) 9,680,260 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: NET REALIZED GAIN (LOSS): Investments in Non-Affiliated Companies 75,894,203 Investments in Affiliated Companies 10,000 Foreign currency transactions (185,194 ) NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): Investments and foreign currency translations 186,470,163 Other assets and liabilities denominated in foreign currency 32,599 Net realized and unrealized gain (loss) on investments and foreign currency 262,221,771 NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS $ 271,902,031
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 51
Royce Value Trust Year Ended December 31, 2016
Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets from investment operations $ 271,902,031 Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:Purchases of long-term investments
(326,628,705 )Proceeds from sales and maturities of long-term investments
434,894,498Net purchases, sales and maturities of short-term investments
(70,185,000 )Net (increase) decrease in dividends and interest receivable and other assets
(19,414 )Net increase (decrease) in interest expense payable, accrued expenses and other liabilities
1,808Net change in unrealized appreciation (depreciation) on investments
(186,470,163 )Net realized gain (loss) on investments and foreign currency
(75,719,009 ) Net cash provided by operating activities 47,776,046 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in revolving credit agreement Distributions (81,718,189 ) Reinvestment of distributions 33,793,124 Net cash used for financing activities (47,925,065 ) INCREASE (DECREASE) IN CASH: (149,019 ) Cash and foreign currency at beginning of year 214,267 Cash and foreign currency at end of year $ 65,248
52 | 2016 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Royce Value Trust
Financial Highlights This table is presented to show selected data for a share of Common Stock outstanding throughout each period, and to assist stockholders in evaluating the Funds performance for the periods presented.
YEARS ENDED 12/31/16 12/31/15 12/31/14 12/31/13 12/31/12 Net Asset Value, Beginning of Period $ 13.56 $ 16.24 $ 18.17 $ 15.40 $ 14.18 INVESTMENT OPERATIONS: Net investment income (loss) 0.12 0.12 0.12 0.12 0.23 Net realized and unrealized gain (loss) on investments and foreign currency 3.27 (1.48 ) (0.13 ) 4.89 2.02 Total investment operations 3.39 (1.36 ) (0.01 ) 5.01 2.25 DISTRIBUTIONS TO PREFERRED STOCKHOLDERS: Net investment income (0.04 ) Net realized gain on investments and foreign currency (0.13 ) Total distributions to Preferred Stockholders (0.17 )Net Increase (Decrease) in Net Assets Applicable to Common Stockholders from Investment Operations
3.39 (1.36 ) (0.01 ) 5.01 2.08 DISTRIBUTIONS TO COMMON STOCKHOLDERS: Net investment income (0.13 ) (0.16 ) (0.14 ) (0.11 ) (0.17 ) Net realized gain on investments and foreign currency (0.89 ) (1.08 ) (1.68 ) (2.08 ) (0.63 ) Total distributions to Common Stockholders (1.02 ) (1.24 ) (1.82 ) (2.19 ) (0.80 ) CAPITAL STOCK TRANSACTIONS: Effect of reinvestment of distributions by Common Stockholders (0.08 ) (0.08 ) (0.10 ) (0.05 ) (0.06 ) Total capital stock transactions (0.08 ) (0.08 ) (0.10 ) (0.05 ) (0.06 ) Net Asset Value, End of Period $ 15.85 $ 13.56 $ 16.24 $ 18.17 $ 15.40 Market Value, End of Period $ 13.39 $ 11.77 $ 14.33 $ 16.01 $ 13.42 TOTAL RETURN:1 Net Asset Value 26.87 % (8.09 )% 0.78 % 34.14 % 15.41 % Market Value 23.48 % (9.59 )% 0.93 % 35.63 % 16.22 %RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO
Investment advisory fee expense2 0.51 % 0.50 % 0.46 % 0.54 % 0.56 % Other operating expenses 0.22 % 0.18 % 0.15 % 0.25 % 0.15 % Total expenses (net)3 0.73 % 0.68 % 0.61 % 0.79 % 0.71 % Expenses net of fee waivers and excluding interest expense 0.62 % 0.61 % 0.55 % 0.65 % 0.68 % Expenses prior to fee waivers and balance credits 0.73 % 0.68 % 0.61 % 0.79 % 0.71 % Expenses prior to fee waivers 0.73 % 0.68 % 0.61 % 0.79 % 0.71 % Net investment income (loss) 0.85 % 0.78 % 0.72 % 0.70 % 1.57 % SUPPLEMENTAL DATA:
COMMON STOCKHOLDERS:Net Assets Applicable to Common Stockholders, End of Period
$ 1,296,012 $ 1,072,035 $ 1,231,955 $ 1,307,829 $ 1,082,426 Portfolio Turnover Rate 28 % 35 % 40 % 33 % 25 % REVOLVING CREDIT AGREEMENT: Asset coverage 1951 % 1631 % 1860 % 1289 % 822 % Asset coverage per $1,000 $ 19,514 $ 16,315 $ 18,599 $ 12,889 $ 8,216
(in thousands)
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 ratio based on total average net assets including liquidation value of Preferred Stock was 0.60% for the year ended December 31, 2012.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2016 Annual Report to Stockholders | 53
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, 2016. 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 $1,165,257,510 $101,739,929 $892,063 $1,267,889,502 Cash Equivalents 80,912,000 80,912,000Certain securities have transferred in and out of Level 1 and Level 2 measurements during the reporting period. The Fund recognizes transfers between levels as of the end of the reporting period. For the year ended December 31, 2016, securities valued at $5,380,804 were transferred from Level 1 to Level 2 within the fair value hierarchy.
54 | 2016 Annual Report to Stockholders
Royce Value Trust
Notes to Financial Statements (continued)
VALUATION OF INVESTMENTS (continued):
Level 3 Reconciliation:
REALIZED AND UNREALIZED BALANCE AS OF 12/31/15 PURCHASES GAIN (LOSS)1 BALANCE AS OF 12/31/16 Common Stocks $167,629 $1,187,434 $(463,000) $892,063 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, 2016 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.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 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. Premiums 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.2016 Annual Report to Stockholders | 55
Royce 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 (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 2,740,162 and 3,183,214 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2016 and December 31, 2015, respectively.Borrowings:The Fund is party to a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Limited (BNPPI). 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 or as otherwise required by applicable regulatory standards and has granted a security interest in the securities pledged to, and in favor of, BNPPI 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 which may necessitate the sale of portfolio securities at potentially inopportune times. BNPPI may terminate the credit agreement upon certain ratings downgrades of its corporate parent, which would result in the Funds entire loan balance becoming immediately due and payable. The occurrence of such ratings downgrades may necessitate the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPPI 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 BNPPI on demand. If BNPPI fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPPI for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPPI, the Fund, upon notice to BNPPI, may reduce the loan balance outstanding by the value of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPPI in connection with the rehypothecation of portfolio securities.As of December 31, 2016, the Fund has outstanding borrowings of $70,000,000. During the year ended December 31, 2016, the Fund borrowed an average daily balance of $70,000,000 at a weighted average borrowing cost of 1.69%. The maximum amount outstanding during the year ended December 31, 2016 was $70,000,000. As of December 31, 2016, the aggregate value of rehypothecated securities was $64,652,459. During the year ended December 31, 2016, the Fund earned $60,170 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 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 the56 | 2016 Annual Report to Stockholders
Royce Value Trust
Notes to Financial Statements (continued) Investment Advisory Agreement (continued): 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 2016, the Funds investment performance ranged from 36% to 46% below the investment performance of the S&P 600. Accordingly, the net investment advisory fee consisted of a Basic Fee of $11,698,230 and a net downward adjustment of $5,849,115 for the performance of the Fund relative to that of the S&P 600. For the year ended December 31, 2016, the Fund expensed Royce investment advisory fees totaling $5,849,115.Purchases and Sales of Investment Securities:For the year ended December 31, 2016, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $328,040,160 and $448,878,574, 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 Royce 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, 2016, were as follows:
COST OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS) $56,862,131 $10,176,642 $(3,646,946)
Tax Information:Distributions during the years ended December 31, 2016 and 2015, were characterized as follows for tax purposes:
ORDINARY INCOME LONG-TERM CAPITAL GAINS 2016 2015 2016 2015 $12,241,385 $16,352,099 $69,476,804 $79,106,737The tax basis components of distributable earnings at December 31, 2016, were as follows:
QUALIFIED LATE YEAR UNDISTRIBUTED UNDISTRIBUTED LONG-TERM NET UNREALIZED ORDINARY AND TOTAL ORDINARY CAPITAL GAINS OR APPRECIATION POST-OCTOBER LOSS DISTRIBUTABLE INCOME (CAPITAL LOSS CARRYFORWARD) (DEPRECIATION)1 DEFERRALS2 EARNINGS $3,266,059 $8,454,032 $322,867,003 $(1,388,254) $333,198,840 1Includes 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.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, 2016, the Fund recorded the following permanent reclassifications, which relate primarily to current investments in 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 ACCUMULATED NET INVESTMENT INCOME REALIZED GAIN (LOSS) PAID-IN CAPITAL $195,089 $(178,002) $(17,087)Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (2013-2016) and has concluded that as of December 31, 2016, no provision for income tax is required in the Funds financial statements.
2016 Annual Report to Stockholders | 57
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, 2016:
SHARES MARKET VALUE COST OF PROCEEDS REALIZED DIVIDEND SHARES MARKET VALUE AFFILIATED COMPANY 12/31/15 12/31/15 PURCHASES FROM SALES GAIN (LOSS) INCOME 12/31/16 12/31/16 Stanley Furniture 1,012,235 $2,824,136 $275,000 $10,000 $1,368,353 912,235 $ 821,194 Timberland Bancorp 444,200 5,512,522 151,028 444,200 9,177,172 $8,336,658 $10,000 $1,519,381 $9,998,36658 | 2016 Annual Report to Stockholders
Royce Value Trust
Report of Independent Registered Public Accounting Firm
To the Board of Directors and the 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) as of December 31, 2016, the results of its operations, the changes in its net assets, its cash flows and the financial highlights for each of the periods presented, 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 audits. We conducted our audits 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 audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the 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 22, 20172016 Annual Report to Stockholders | 59
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, Trustee1
Age: 77 | Number of Funds Overseen: 23 | Tenure: Since 1982
Non-Royce Directorships: Director of TICC Capital Corp.
Principal Occupation(s) During Past Five Years: Chairman of the Board of Managers of Royce & Associates (Royce), the Trusts investment adviser; Chief Executive Officer (1972June 2016), President (1972-July 2014) of Royce.Christopher D. Clark, Trustee1, President
Age: 51 | Number of Funds Overseen: 23 | Tenure: Since 2014
Principal Occupation(s) During Past Five Years: Chief Executive Officer (since July 2016), 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, Trustee
Age: 68 | Number of Funds Overseen: 23 | 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).Stephen L. Isaacs, Trustee
Age: 77 | Number of Funds Overseen: 23 | 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, Trustee
Age: 74 | Number of Funds Overseen: 43 | 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, Trustee
Age: 77 | Number of Funds Overseen: 23 | 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, Trustee
Age: 71 | Number of Funds Overseen: 43 | 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, Trustee
Age: 58 | Number of Funds Overseen: 23 | 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: 49 | 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: 54 | 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: 50 | Tenure: Since 2015
Principal Occupation(s) During Past Five Years: Chief Financial Officer, Chief Administrative Officer, and Managing Director of Royce, having been employed by Royce since December 2014. Prior to joining Royce, Mr. Hoglund spent more than 20 years with Munder Capital Management in Birmingham, MI, serving as Managing Director and Chief Financial Officer and overseeing all financial aspects of the firm. He began his career at Munder as a portfolio manager.John E. Denneen, Secretary and Chief Legal Officer
Age: 49 | Tenure: 1996-2001 and Since 2002
Principal Occupation(s) During Past Five Years: General Counsel, Managing Director, and, since June 2015, a Member of the Board of Managers of Royce; Chief Legal and Compliance Officer and Secretary of Royce.Lisa Curcio, Chief Compliance Officer
1 Interested Director. Director will hold office until their successors have been duly elected and qualified or until their earlier resignation or removal.
Age: 57 | 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).60 | 2016 Annual Report to Stockholders
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, 2016, 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, 2016 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 Statements 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 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:This Review and Report uses words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements for any reason.
The Royce Funds have based the forward-looking statements included in this Review and Report on information available to us on the date of the report, and we assume no obligation to update any such forward-looking statements. Although The Royce Funds undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make through future stockholder communications or reports.
Authorized Share Transactions
Royce Global Value Trust, Royce Micro-Cap Trust, and Royce 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, 2017. 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 Global Value Trust, Royce Micro-Cap Trust, and Royce Value Trust are also authorized to offer their common stockholders an opportunity to subscribe for additional shares of their common stock through rights offerings at a price per share that may be less than the shares then current net asset value. The timing and terms of any such offerings are within each Boards discretion.
Annual Certifications
As required, the Funds have submitted to the New York Stock Exchange (NYSE) for 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, 2016, filed with the Securities and Exchange Commission.Proxy Voting
A copy of the policies and procedures that The Royce Funds use to determine how to vote proxies relating to portfolio securities and information regarding how each of The Royce Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, on The Royce Funds website at www. roycefunds.com, by calling (800) 221-4268 (toll-free) and on the website of the Securities and Exchange Commission (SEC), at www.sec.gov.Form N-Q Filing
The Funds file their complete schedules of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the SECs website at www.sec.gov. The Royce Funds holdings are also on the Funds website approximately 15 to 20 days after each calendar quarter end and remain available until the next quarters holdings are posted. The Funds Forms N-Q may also be reviewed and copied at the SECs Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at (800) 732-0330. The Funds complete schedules of investments are updated quarterly, and are available at www.roycefunds.com.2016 Annual Report to Stockholders | 61
Results of Stockholders Meetings
Royce Value Trust, Inc.
At the 2016 Annual Meeting of Stockholders held on September 19, 2016, the Funds stockholders elected three Directors, consisting of:
VOTES FOR VOTES WITHHELD Patricia W. Chadwick 65,092,387 1,661,512 Arthur S. Mehlman 65,433,776 1,320,123 Michael K. Shields 65,333,268 1,420,631Royce Micro-Cap Trust, Inc.
At the 2016 Annual Meeting of Stockholders held on September 19, 2016, the Funds stockholders elected three Directors, consisting of
VOTES FOR VOTES WITHHELD Patricia W. Chadwick 31,664,949 618,088 Arthur S. Mehlman 31,852,719 430,318 Michael K. Shields 31,716,628 566,409Royce Global Value Trust, Inc.
At the 2016 Annual Meeting of Stockholders held on September 19, 2016, the Funds stockholders elected three Directors, consisting of:
VOTES FOR VOTES WITHHELD Patricia W. Chadwick 8,891,002 230,341 Arthur S. Mehlman 8,891,058 230,284 Michael K. Shields 8,875,042 246,30162 | 2016 Annual Report to Stockholders
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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, 2016 - $43,935 Year ended December 31, 2016 - $43,500 (b) Audit-Related Fees: Year ended December 31, 2016 - $0 Year ended December 31, 2015 - $0 (c) Tax Fees: Year ended December 31, 2016 - $9,360 - Preparation of tax returns Year ended December 31, 2015 - $7,200 - Preparation of tax returns (d) All Other Fees: Year ended December 31, 2016 - $0 Year ended December 31, 2015 - $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, 2016 - $9,360 Year ended December 31, 2015 - $7,200 (h) No such services were rendered during 2016 or 2015.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.
Royce & Associates, LP (Royce) has adopted written proxy voting policies and procedures (the Proxy Voting Procedures) for itself and client accounts for which Royce is responsible for voting proxies. Royce is generally granted proxy voting authority at the inception of its management of each client account. Proxy voting authority is generally either (i) specifically authorized in the applicable investment management agreement or other instrument; or (ii) where not specifically authorized, is granted to Royce where general investment discretion is given to Royce in the applicable investment management agreement. In voting proxies, Royce is guided by general fiduciary principles. Royces goal is to act prudently, solely in the best interest of the beneficial owners of the accounts it manages. Royce attempts to consider all factors of its vote that could affect the value of the investment and will vote proxies in the manner it believes will be consistent with efforts to enhance and/or protect stockholder value.
Royces personnel are responsible for monitoring receipt of all proxies and seeking to ensure that proxies are received for all securities for which Royce has proxy voting authority. Royce is not responsible for voting proxies it does not receive. Royce divides proxies into regularly recurring and non-regularly recurring matters. Examples of regularly recurring matters include non-contested elections of directors and non-contested approvals of independent auditors. Royces personnel are responsible for developing and maintaining a list of matters Royce treats as regularly recurring and for ensuring that instructions from a Royce Co-Chief Investment Officer are followed when voting those matters on behalf of Royce clients. Non-regularly recurring matters are all other proxy matters and are brought to the attention of the relevant portfolio manager(s) for the applicable account(s). After giving consideration to advisories provided by an independent third party research firm with respect to such non-regularly recurring matters, the portfolio manager(s) directs that such matters be voted in a way that he or she believes should better protect or enhance the value of the investment.
Certain Royce portfolio managers may provide instructions that they do not want regularly recurring matters to be voted in accordance with the standing instructions for their accounts and individual voting instructions on all matters, both regularly recurring and non-regularly recurring, will be obtained from such portfolio managers. Under certain circumstances, Royce may also vote against a proposal from the issuers board of directors or management. Royces portfolio managers decide these issues on a case-by-case basis. A portfolio manager of Royce
may, on occasion, decide to abstain from voting a proxy or a specific proxy item when such person concludes that the potential benefit of voting is outweighed by the cost or when it is not in the clients best interest to vote.
There may be circumstances where Royce may not be able to vote proxies in a timely manner, including, but not limited to, (i) when certain securities are out on loan at the time of a record date; (ii) when administrative or operational constraints impede Royces ability to cast a timely vote, such as late receipt of proxy voting information; and/or (iii) when systems, administrative or processing errors occur (including errors by Royce or third party vendors).
To further Royces goal to vote proxies in the best interests of its client, Royce follows specific procedures outlined in the Proxy Voting Procedures to identify, assess and address material conflicts that may arise between Royces interests and those of its clients before voting proxies on behalf of such clients. In the event such a material conflict of interest is identified, the proxy will be voted by Royce in accordance with the recommendation given by an independent third party research firm.
You may obtain a copy of the Proxy Voting Procedures at www.roycefunds.com or by calling 212-508-4500. Additionally, you can obtain information on how your securities were voted by calling 212-508-4500.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.(a)(1) Portfolio Managers of Closed-End Management Investment Companies (information as of December 31, 2016)
Name
Title
Length of Service
Principal Occupation(s) During Past 5 Years Charles M. Royce Portfolio Manager and Member of the Board of Directors of the Registrant Since 1986 Chairman of the Board of Managers of Royce & Associates, LP (Royce), Member of the boards of directors/trustees of the Registrant, Royce Micro-Cap Trust, Inc. (RMT), Royce Global Value Trust, Inc. ,The Royce Fund , and Royce Capital Fund (collectively, The Royce Funds). Chris E. Flynn Assistant Portfolio Manager* Since April 1, 2007 Assistant Portfolio Manager of the Registrant (since April 1, 2007); and Principal, Portfolio Manager and Senior Analyst at Royce (since 1993). David A. Nadel Assistant Portfolio Manager* Since April 1, 2007 Assistant Portfolio Manager of the Registrant (since April 1, 2007); Director of International Research at Royce (since 2010); Portfolio Manager and Senior Analyst at Royce( since 2006); Senior Portfolio Manager at Neuberger Berman Inc. (2004-2006); and Senior Analyst at Pequot Capital Management, Inc. (2001-2003). Lauren A. Romeo Assistant Portfolio Manager* Since May 1, 2009 Assistant Portfolio of the Registrant (since May 1, 2009); Portfolio Manager and Analyst at Royce (since 2004); Portfolio Manager at Dalton, Grenier, Hartman & Maher (since 2001); an Analyst with Legg Mason Funds Management (2000-2001); and an Analyst with T. Rowe Price Group (1996-2000). * Assistant Portfolio Managers may have investment discretion over a portion of the Registrants portfolio subject to the supervision of Registrants Portfolio Manager.
(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest (information as of December 31, 2016)
Other Accounts
Name 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 8 9,566,952,204 2 1,659,712,465 Private pooled investment vehicles 1 13,281,378 1 13,281,378 Other accounts* 12 50,618,847 - - Chris E. Flynn Registered investment companies 5 4,650,584,448 2 1,659,712,465 Private pooled investment vehicles - - - - Other accounts* - - - - David A. Nadel Registered investment companies 3 1,459,839,636 1 1,296,011,712 Private pooled investment vehicles - - - - Other accounts* - - - - Lauren A. Romeo Registered investment companies 3 6,095,999,143 1 1,296,011,712 Private pooled investment vehicles 2 507,901,029 - - 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 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, 2016)
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, Portfolio-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.-PORTFOLIO-RELATED VARIABLE COMPENSATION. Each Portfolio Manager receives quarterly Portfolio-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 Portfolio-Related Variable Compensation received by Charles M. Royce that relates to each of RMT and RVT is performance-based fee revenue.Payment of the Portfolio-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 Portfolio-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 accounts for which he or she is receiving portfolio management compensation.
-FIRM-RELATED VARIABLE COMPENSATION. Portfolio Managers receive quarterly variable compensation based on Royces net revenues.-BENEFIT PACKAGE. Portfolio Managers also receive 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.(a)(4) Dollar Range of Equity Securities in Registrant Beneficially Owned by Portfolio Manager (information as of December 31, 2016)
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 David A. Nadel None Lauren A. Romeo $100,001 to$500,000(b) Not Applicable
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not Applicable
Item 10. Submission of Matters to a Vote of Security Holders. Not Applicable.
Item 11. Controls and Procedures.
(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrants Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
(b) Internal Control over Financial Reporting. There were no significant changes in Registrants internal control over financial reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses during the second fiscal quarter of the period covered by this report.
Item 12. Exhibits. Attached hereto.
(a)(1) The Registrants code of ethics pursuant to Item 2 of Form N-CSR.(a)(2) Separate certifications by the Registrants Principal Executive Officer and Principal Financial Officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not Applicable
(b) Separate certifications by the Registrants Principal Executive Officer and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ROYCE VALUE TRUST, INC.
BY: /s/ Christopher D. Clark Christopher D. Clark PresidentDate: March 3, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
ROYCE VALUE TRUST, INC. ROYCE VALUE TRUST, INC. BY: /s/ Christopher D. Clark BY: /s/ Peter K. Hoglund Christopher D. Clark Peter K. Hoglund President Treasurer Date: March 3, 2017 Date: March 3, 2017