Registrant’s telephone number, including area code: (212) 508-4500
Date of fiscal year end: December 31, 2015
Date of reporting period: January 1, 2015 – June 30, 2015

A Closed-End Fund Can Offer Several Distinct Advantages

•		A closed-end fund does not issue redeemable securities or offer its securities on a continuous basis, so it does not need to liquidate securities or hold uninvested assets to meet investor demands for cash redemptions.

•		In a closed-end fund, not having to meet investor redemption requests or invest at inopportune times can be effective for value managers who attempt to buy stocks when prices are depressed and sell securities when prices are high.

•		A closed-end fund may invest in less liquid portfolio securities because it is not subject to potential stockholder redemption demands. This is potentially beneficial for Royce-managed closed-end funds, which invest primarily in small- and micro-cap securities.

•		The fixed capital structure allows permanent leverage to be employed as a means to enhance capital appreciation potential.

•		Royce Value Trust and Royce Micro-Cap Trust distribute capital gains on a quarterly basis. Each of these Funds has adopted a quarterly distribution policy for its common stock.

We believe that the closed-end fund structure can be an appropriate investment for a long-term investor who understands the benefits of a more stable pool of capital.

Why Dividend Reinvestment Is Important

A very important component of an investor’s total return comes from the reinvestment of distributions. By reinvesting distributions, our investors can maintain an undiluted investment in a Fund. To get a fair idea of the impact of reinvested distributions, please see the charts on pages 12 and 13. For additional information on the Funds’ Distribution Reinvestment and Cash Purchase Options and the benefits for stockholders, please see page 14 or visit our website at www.roycefunds.com.

Managed Distribution Policy

The Board of Directors of each of Royce Value Trust and Royce Micro-Cap Trust has authorized a managed distribution policy (“MDP”). Under the MDP, Royce Value Trust and Royce Micro-Cap Trust pay quarterly distributions at an annual rate of 7% of the average of the prior four quarter-end net asset values, with the fourth quarter being the greater of these annualized rates or the distribution required by IRS regulations. With each distribution, the Fund will issue a notice to its stockholders and an accompanying press release that provides detailed information regarding the amount and composition of the distribution (including whether any portion of the distribution represents a return of capital) and other information required by a Fund’s MDP. You should not draw any conclusions about a Fund’s investment performance from the amount of distributions or from the terms of a Fund’s MDP. A Fund’s Board of Directors may amend or terminate the MDP at any time without prior notice to stockholders; however, at this time there are no reasonably foreseeable circumstances that might cause the termination of any of the MDPs.

Anyone reestablishing contact with the wider world at the end of June would no doubt be pleased by the numbers that guide the financial and economic parts of our lives. The economy, following a first-quarter stumble in which GDP is estimated to have grown by 0.6%, appears once again to be growing at a faster clip. One could argue that its pace could be livelier, but healthy employment numbers, improving wages, and robust housing and auto markets would seem to promise a quickening in the coming months. Inflation is, for now, not a matter of great concern. Interest rates remain low—and will remain that way on an absolute basis, even with an increase (or two) in short-term rates likely before the end of 2015. And a Fed-led increase in short rates may cause long-term rates to back up as well, which would be bad news for the bond markets, though perhaps not for stocks.

One could find positive developments in the equity markets through the first half of the year—or so it would seem. Returns for each of the major domestic indexes were in the black through the end of June, while a welcome recovery finally arrived for many non-U.S. stocks in the year’s first six months. Three- and five-year average annualized returns for the small-cap Russell 2000 Index, the Nasdaq Composite, and the large-cap Russell 1000 and S&P 500 Indexes all topped 17%, well above the rolling three- and five-year historical averages for each index. It would appear that we are living through good times for the economy and possibly great ones for equities.

Why, then, have we purloined a line from Hamlet to introduce our own take on stocks in the first half, one in which the titular protagonist warns of a troubling dislocation in the world around him? Some of the reasons are clear enough: Positive results for the first half notwithstanding, global equities were rocked by the highly publicized Greek default late in June. On the second-to-last trading day of the first half, many stocks gave away most, if not all, of their second-quarter gains. Markets in China faced arguably even more significant problems, considering how much larger and more important that nation’s economy is to the world compared to that of Greece. Chinese stocks plummeted 30% in the three weeks leading up to our Independence Day, making what seemed like a typical correction in June far more worrisome. A cut in interest rates and more relaxed rules for margin trading—both hastily put in place late in June—did little to stem the tide of selling.

Closer to home, there is the matter of how thoroughly disjointed results were for domestic equities. Large-cap returns, for example, were paltry—as can be seen from the table on page 3—brought even lower by the Greek drama that ushered out the month of June. Performance for small-caps and the Nasdaq looked appreciably better, but in each case looks are almost assuredly deceiving. Health Care was by far the dominant sector in every market cap range, from micro to large, that Russell Investments tracks. Yet the rule in the first half seemed to be the smaller—and more growth-driven—the company, the loftier the results, especially if it was involved in biotech, the industry that has reigned supreme within the Russell 2000 over much of the last two years. This has had the

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.

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 Nasdaq’s 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 Fund’s 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.

For the six months ended June 30, 2015, certain securities have transferred in and out of Level 1 and Level 2 measurements. The Fund recognizes transfers between levels as of the end of the reporting period. At June 30, 2015, securities valued at $79,743,661 were transferred from Level 2 to Level 1 within the fair value hierarchy.

The Fund may enter into repurchase agreements with institutions that the Fund’s 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.

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 Fund’s 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.

The Fund loans securities through a lending agent to qualified institutional investors for the purpose of realizing additional income. Collateral for the Fund on all securities loaned is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral maintained is at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund retains the risk of any loss on the securities on loan as well as incurring the potential loss on investments purchased with cash collateral received for securities lending. The Fund’s securities lending income consists of the income earned on investing cash collateral, plus any premium payments received for lending certain securities, less any rebates paid to borrowers and lending agent fees associated with the loan. The lending agent is not affiliated with Royce.

The Fund pays quarterly distributions on the Fund’s Common Stock at the annual rate of 7% of the rolling average of the prior four calendar quarter-end NAVs of the Fund’s 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

The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Fund’s operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Funds are allocated by Royce & Associates, LLC (“Royce”) under an administration agreement and are included in administrative and office facilities and professional fees. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of directors’ fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.

The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.

As of June 30, 2015, the Fund has outstanding borrowings of $70,000,000. During the six months ended June 30, 2015, the Fund borrowed an average daily balance of $70,000,000 at a weighted average borrowing cost of 1.22%. The maximum amount outstanding during the six months ended June 30, 2015 was $70,000,000. As of June 30, 2015, the aggregate value of rehypothecated securities was $65,665,298. During the six months ended June 30, 2015, the Fund earned $265,265 in fees from rehypothecated securities.

The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Fund’s month-end net assets applicable to Common Stockholders, plus the liquidation value of outstanding Preferred Stock, for the rolling 60-month period ending with such month (the "performance period"). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the S&P 600 for the performance period by more than two percentage points. The performance period for each such month is a rolling 60-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the S&P 600 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the S&P 600 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.

As of June 30, 2015, the Fund has outstanding borrowings of $60,000,000. During the six months ended June 30, 2015, the Fund borrowed an average daily balance of $60,000,000 at a weighted average borrowing cost of 1.22%. The maximum amount outstanding during the six months ended June 30, 2015 was $60,000,000. As of June 30, 2015, the aggregate value of rehypothecated securities was $57,832,231. During the six months ended June 30, 2015, the Fund earned $115,684 in fees from rehypothecated securities.

The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Fund’s month-end net assets applicable to Common Stockholders, plus the liquidation value of outstanding Preferred Stock, for the rolling 36-month period ending with such month (the “performance period”). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the Russell 2000 for the performance period by more than two percentage points. The performance period for each such month is a rolling 36-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the Russell 2000 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the Russell 2000 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.

This table is presented to show selected data for a share outstanding throughout each period, and to assist stockholders in evaluating the Fund’s performance for the periods presented.

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.

All Directors and Officers may be reached c/o The Royce Funds, 745 Fifth Avenue, New York, NY 10151

At meetings held on June 3-4, 2015, the Funds’ respective Boards of Directors, including all of the non-interested directors, approved the continuance of the Investment Advisory Agreements between Royce & Associates, LLC (“R&A”) and each of Royce Value Trust, Inc., Royce Micro-Cap Trust, Inc., and Royce Global Value Trust, Inc. (each, a “Fund” and collectively, the “Funds”). In reaching these decisions, each Board reviewed the materials provided by R&A, which included, among other things, information prepared internally by R&A and independently by Morningstar Associates, LLC (“Morningstar”) containing detailed expense ratio and investment performance comparisons for the Funds with other funds in their respective “peer groups”, information regarding the past performance of the Funds and other registered investment companies managed by R&A and a memorandum outlining the legal duties of each Board prepared by independent counsel to the non-interested directors. R&A also provided the directors with an analysis of its profitability with respect to providing investment advisory services to each of the Funds. In addition, each Board took into account information furnished throughout the year at regular Board meetings, including reports on investment performance, stockholder services, regulatory compliance, brokerage commissions and research, and brokerage and execution products and services provided to the Funds. Each Board also considered other matters it deemed important to the approval process, such as allocation of Fund brokerage commissions, “soft dollar” research services R&A receives and other direct and indirect benefits to R&A and its affiliates, from their relationship with the relevant Fund. The directors also met throughout the year with investment advisory personnel from R&A. Each Board, in its deliberations, recognized that, for many of the Funds’ stockholders, the decision to purchase Fund shares included a decision to select R&A as the investment adviser and that there was a strong association in the minds of Fund stockholders between R&A and each Fund. In considering factors relating to the approval of the continuance of the Investment Advisory Agreements, the non-interested directors received assistance and advice from, and met separately with, their independent counsel. While the Investment Advisory Agreements were considered at the same Board meetings, the Boards dealt with each agreement separately. Among other factors, the directors considered the following:

The nature, extent and quality of services provided by R&A: Each Board considered the following factors to be of fundamental importance to its consideration of whether to approve the continuance of the relevant Fund’s Investment Advisory Agreement: (i) R&A’s more than 40 years of value investing experience and track record; (ii) the history of long-tenured R&A portfolio managers managing the Funds; (iii) R&A’s focus on mid-cap, small-cap and micro-cap value investing; (iv) the consistency of R&A’s approach to managing the Funds and open-end mutual funds over more than 40 years; (v) the integrity and high ethical standards adhered to at R&A; (vi) R&A’s specialized experience in the area of trading small- and micro-cap securities; (vii) R&A’s historical ability to attract and retain portfolio management talent and (viii) R&A’s focus on stockholder interests as exemplified by expansive stockholder reporting and communications. Each Board reviewed the services that R&A provides to each Fund, including, but not limited to, managing each Fund’s investments in accordance with the stated policies of each Fund. Each Board considered the fact that R&A provided certain administrative services to the Funds at cost pursuant to the Administration Agreement between the Funds and R&A. Each Board determined that the services to be provided to each Fund by R&A would be the same as those that it previously provided to the relevant Fund. The Boards also took into consideration the histories, reputations and backgrounds of R&A’s portfolio managers for the Funds, finding that these would likely have an impact on the continued success of the Funds. Lastly, each Board noted R&A’s ability to attract and retain qualified and experienced personnel. The directors concluded that the investment advisory services provided by R&A to each Fund compared favorably to services provided by R&A to other R&A client accounts, including other funds, in both nature and quality, and that the scope of services provided by R&A would continue to be suitable for the Funds.

Investment performance of the Funds and R&A: In light of R&A’s risk-averse approach to investing, each Board believes that risk-adjusted performance continues to be the most appropriate measure of each Fund’s investment performance. One measure of risk-adjusted performance the Boards use in their review of the Funds’ performance is the Sharpe Ratio. The Sharpe Ratio is a risk-adjusted measure of performance developed by Nobel Laureate William Sharpe. It is calculated by dividing a fund’s annualized excess returns by its annualized standard deviation to determine reward per unit of risk. The higher the Sharpe Ratio, the better a fund’s historical risk-adjusted performance. The Boards attach primary importance to risk-adjusted performance over relatively long periods of time, typically 3 to 10 years. It was noted, however, that Royce Global Value Trust, Inc. (“RGT”) only commenced operations in October 2013. Using Morningstar data, the Sharpe Ratio for Royce Value Trust, Inc. (“RVT”) placed in the 4th quartile within the Small Blend category assigned by Morningstar for the 3-year, 5-year, and 10-year periods ended December 31, 2014 while the Sharpe Ratio for Royce Micro-Cap Trust, Inc. (“RMT”) placed in the 3rd quartile within the same Morningstar category for those same periods. It was noted that each of RVT and RMT focuses on high quality companies (e.g., those with solid balance sheets, low leverage, the ability to generate and effectively allocate free cash flow, and strong returns on invested capital), which hurt their relative performance during the recent market period that has been marked by historically low interest rates and U.S. Federal Reserve market intervention. In addition, the past use of leverage by each of RVT and RMT through preferred stock created higher volatility and worse down market performance. The Sharpe Ratio for RGT placed in the third quartile within the Foreign Small/Mid Value category assigned by Morningstar for the 1-year period ended December 31, 2014. The Board noted the inherent limitations of a one-year Sharpe Ratio in evaluating RGT’s investment performance.

In addition to each Fund’s risk–adjusted performance, each Board also reviewed and considered each Fund’s absolute total returns, down market performance, and long-term performance records for periods of 10 years and longer for RVT and RMT. Each Board also considered it important to look beyond the current snapshot of performance as of December 31, 2014 and therefore examined extended performance histories for each Fund using monthly rolling average return periods through March 31, 2015.

Each Board noted that R&A manages a number of funds that invest in micro-cap, small-cap, and mid-cap issuers, many of which had outperformed their benchmark indexes and their competitors during preceding periods. Although each Board recognized that past performance is not necessarily an indicator of future results, it found that R&A had the necessary qualifications, experience and track record in managing micro-cap, small-cap, and mid-cap securities to manage the relevant Fund. The directors determined that R&A continued to be an appropriate investment adviser for the Funds and concluded that each Fund’s performance supported the renewal of its Investment Advisory Agreement.

Cost of the services provided and profits realized by R&A from its relationship with the Funds: Each Board considered the cost of the services provided by R&A and profits realized by R&A from its relationship with each Fund. As part of the analysis, each Board

discussed with R&A its methodology in allocating its costs to each Fund and concluded that its allocations were reasonable. Each Board concluded that R&A’s profits were reasonable in relation to the nature and quality of services provided.

    The extent to which economies of scale would be realized as the Funds grow and whether fee levels would reflect such economies of scale: Each Board considered whether there have been economies of scale in respect of the management of each Fund, whether each Fund has appropriately benefited from any economies of scale and whether there is potential for realization of any further economies of scale. Each Board noted the time and effort involved in managing portfolios of micro-, small- and mid-cap stocks and that they did not involve the same efficiencies as do portfolios of large-cap stocks. Each Board concluded that the current fee structure for each Fund was reasonable, that stockholders sufficiently participated in economies of scale and that no changes were currently necessary.

    Comparison of services to be rendered and fees to be paid to those under other investment advisory contracts, such as contracts of the same and other investment advisers or other clients: Each Board reviewed the investment advisory fee paid by each Fund and compared both the services to be rendered and the fees to be paid under the Investment Advisory Agreements to other contracts of R&A and to contracts of other investment advisers to registered investment companies investing in small- and micro-cap stocks, as provided by Morningstar. In the case of RVT, its Board noted that it had a 1.00% basic fee that is subject to adjustment up or down (up to 0.50% in either direction) based on its performance versus the S&P 600 SmallCap Index over a rolling period of 60 months. The fee is charged on average net assets over that rolling period. As a result, in a rising market, the fee will be smaller than a fee calculated on the current year’s average net assets, and vice versa. The Board determined that the performance adjustment feature continued to serve as an appropriate incentive to R&A to manage RVT for the benefit of its long-term common stockholders. The Board also noted that the fee arrangement, which also includes a provision for no fee in periods where RVT’s trailing three-year performance is negative, requires R&A to measure RVT’s performance monthly against the S&P 600, an unmanaged index. Instead of receiving a set fee regardless of its performance, R&A is penalized for poor performance. The Board noted that RVT’s net expense ratio placed it in the 1st percentile within its Morningstar peer group for 2014. In the case of RMT, the Board noted that it also had a 1.00% basic fee subject to adjustment up or down based on its performance versus the Russell 2000 Index over a rolling 36 month period. The fee is charged on average net assets over that rolling period. As a result, in a rising market, the fee will be smaller than a fee calculated on the current year’s average net assets, and vice versa. The Board determined that the performance adjustment feature continued to serve as an incentive to R&A to manage RMT for the benefit of its long-term common stockholders. The Board noted that RMT’s net expense ratio placed it in the 1st quartile when compared against its Morningstar peer group for 2014. Finally, in the case of RGT, the Board noted that its net expense ratio based on average net assets fell within the 75th percentile of its Morningstar-assigned open-end peer group, 15 basis points above the Morningstar peer group median.

    Each Board also noted that R&A manages the relevant Fund in an active fashion. The industry accepted metric for measuring how actively an equity portfolio is managed is called “active share.” In particular, active share measures how much the holdings of an equity portfolio differ from the holdings of its appropriate passive benchmark index. At the extremes, a portfolio with no holdings in common with the benchmark would have 100% active share, while a portfolio that is identical to the benchmark would have 0% active share. R&A presented a chart to the Boards which demonstrated that funds with high active share scores had higher expense ratios than funds with lower active share scores due to the resources required for the active management of those funds.

    Each Board also considered fees charged by R&A to institutional and other clients and noted that, given the greater levels of services that R&A provides to registered investment companies such as the Funds as compared to other accounts, the base investment advisory fee for RVT and RMT and the advisory fee for RGT compared favorably to the investment advisory fees charged to those other accounts.

    It was noted that no single factor was cited as determinative to the decision of the directors. Rather, after weighing all of the considerations and conclusions discussed above, each entire Board, including all of the non-interested directors, approved the continuation of the existing Investment Advisory Agreement, concluding that a contract continuation on the existing terms was in the best interest of the stockholders of each Fund and that each investment advisory fee rate was reasonable in relation to the services provided.

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 June 30, 2015, and, of course, historical market trends are not necessarily indicative of future market movements. Statements regarding the future prospects for particular securities held in the Funds’ portfolios and Royce’s investment intentions with respect to those securities reflect Royce’s opinions as of June 30, 2015 and are subject to change at any time without notice. There can be no assurance that securities mentioned in this Review and Report will be included in any Royce-managed portfolio in the future. Investments in securities of micro-cap, small-cap and/or mid-cap companies may involve considerably more risk than investments in securities of larger-cap companies. All publicly released material information is always disclosed by the Funds on the website at www.roycefunds.com.

    Sector weightings are determined using the Global Industry Classification Standard (“GICS”). GICS was developed by, and is the exclusive property of, Standard & Poor’s 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 index’s returns include net reinvested dividends and/or interest income. Russell Investment Group is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell^® is a trademark of Russell Investment Group. The Russell 2000 Index is an index of domestic small-cap stocks. It measures the performance of the 2,000 smallest publicly traded U.S. companies in the Russell 3000 Index. The Russell Microcap Index includes 1,000 of the smallest securities in the Russell 2000 Index along with the next smallest eligible securities as determined by Russell. The Russell 1000 Index is an index of domestic large-cap stocks. It measures the performance of the 1,000 largest publicly traded companies in the Russell 3000 Index. The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. It includes approximately 800 of the smallest securities in the Russell 1000 Index. The Russell Global Small Cap Index is an unmanaged, capitalization-weighted index of global small-cap stocks. The Russell Global ex-U.S. Large Cap Index is an index of global large-cap stocks, excluding the United States. The Russell Global ex-U.S. Small Cap Index is an index of global small-cap stocks, excluding the United States. The S&P 500 and SmallCap 600 are indexes of U.S. large- and small-cap stocks, respectively, selected by Standard & Poor’s 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 company’s share price by its trailing 12-month earnings-per share (EPS). The Price-to-Book, or P/B, Ratio is calculated by dividing a company’s share price by its book value per share. The Morningstar Style Map uses proprietary scores of a stock’s value and growth characteristics to determine its placement in one of the five categories listed on the horizontal axis. These characteristics are then compared to those of other stocks within the same market capitalization band. Each is scored from zero to 100 for both value and growth attributes. The value score is subtracted from the growth score to determine the overall style score. For the vertical, market cap axis, Morningstar subdivides into size groups. Giant-cap stocks are defined as those that account for the top 40% of the capitalization of each style zone; large-cap stocks represent the next 30%; mid-cap stocks the next 20%; small-cap stocks the next 7%; micro-cap stocks the smallest 3%. The Royce Funds is a service mark of The Royce Funds. Distributor: Royce Fund Services, Inc.

Forward-Looking Statements
This material contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties, including, among others, statements as to:

This Review and Report uses words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements for any reason.

The Royce Funds have based the forward-looking statements included in this Review and Report on information available to us on the date of the report, and we assume no obligation to update any such forward-looking statements. Although The Royce Funds undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make through future stockholder communications or reports.

Authorized Share Transactions
Royce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust may each repurchase up to 5% of the issued and outstanding shares of its respective common stock during the year ending December 31, 2015. Any such repurchases would take place at then prevailing prices in the open market or in other transactions. Common stock repurchases would be effected at a price per share that is less than the share’s then current net asset value.

Royce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust are also authorized to offer their common stockholders an opportunity to subscribe for additional shares of their common stock through rights offerings at a price per share that may be less than the share’s then current net asset value. The timing and terms of any such offerings are within each Board’s discretion.

Annual Certifications
As required, the Funds have submitted to the New York Stock Exchange (“NYSE”) for Royce Value Trust, Royce Micro-Cap Trust, and Royce Global Value Trust the annual certification of the Funds’ Chief Executive Officer that he is not aware of any violation of the NYSE’s listing standards. The Funds also have included the certification of the Funds’ Chief Executive Officer and Chief Financial Officer required by section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to the Funds’ form N-CSR for the period ended December 31, 2014, filed with the Securities and Exchange Commission.

Proxy Voting
A copy of the policies and procedures that The Royce Funds use to determine how to vote proxies relating to portfolio securities and information regarding how each of The Royce Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, on The Royce Funds’ website at www.roycefunds.com, by calling (800) 221-4268 (toll-free) and on the website of the Securities and Exchange Commission (“SEC”), at www.sec.gov.

Form N-Q Filing
The Funds file their complete schedules of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s 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 quarter’s holdings are posted. The Funds’ Forms N-Q may also be reviewed and copied at the SEC’s 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.

Item 3. Audit Committee Financial Expert. Not applicable to this semi-annual report.

Item 4. Principal Accountant Fees and Services. Not applicable to this semi-annual report.

Item 5. Audit Committee of Listed Registrants. Not applicable to this semi-annual report.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable to this semi-annual report.

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to this semi-annual report.

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.

(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s 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 Registrant’s 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) Not applicable to this semi-annual report.

(a)(2) Separate certifications by the Registrant’s Principal Executive Officer and Principal Financial Officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(b) Separate certifications by the Registrant’s 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.

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.

Table of Contents


Semiannual Review

Letter to Our Stockholders		2

Performance		5


Semiannual Report to Stockholders

Managers’ Discussions of Fund Performance

Royce Value Trust		6

Royce Micro-Cap Trust		8

Royce Global Value Trust		10

History Since Inception		12

Distribution Reinvestment and Cash Purchase Options		14

Schedules of Investments and Other Financial Statements

Royce Value Trust		15

Royce Micro-Cap Trust		30

Royce Global Value Trust		43

Directors and Officers		55

Board Approval of Investment Advisory Agreements		56

Notes to Performance and Other Important Information	58

Equity Indexes As of June 30, 2015 (%)

•		Greek Drama Creates Underwhelming Results—The Greek default late in June eroded gains—giving equities second-quarter results that more closely hugged the flat line. The tech-oriented Nasdaq Composite was the leader, up 1.8%, followed by the small-cap Russell 2000 Index, which finished the quarter with a gain of 0.4%. The large-cap S&P 500 and Russell 1000 Indexes rose 0.3% and 0.1%, respectively.

•		Long-Term Returns in Excess—Both large-cap and small-cap indexes’ three- and five-year average annual total returns for the periods ended 6/30/15 were above 17%, well in excess of each index’s historical average.

•		Healthy and Informed—Health Care and Information Technology were the best performing sectors in the Russell 2000 year-to-date through 6/30/15—the former led by a wide margin—while Utilities and Materials were the worst performers in the year’s first half.


	YTD¹	1-YR	3-YR	5-YR	10-YR

Russell 2000	4.75	6.49	17.81	17.08	8.40

S&P Small Cap 600	4.15	6.70	18.81	18.44	9.28

S&P 500	1.23	7.42	17.31	17.34	7.89

Russell 1000	1.71	7.37	17.73	17.58	8.13

Nasdaq Composite	5.30	13.13	19.33	18.78	9.26

Russell Midcap	2.35	6.63	19.26	18.23	9.40

Russell Microcap	6.03	8.21	19.25	17.48	7.07

Russell Global ex-U.S. Small Cap	7.74	-3.46	11.35	8.99	7.07

Russell Global ex-U.S. Large Cap	4.23	-5.02	9.96	8.13	5.80


Charles M. Royce	Christopher D. Clark	Francis D. Gannon
Chief Executive Officer,	President and Co-Chief Investment Officer,	Co-Chief Investment Officer,
Royce & Associates, LLC	Royce & Associates, LLC	Royce & Associates, LLC

July 31, 2015

NAV Average Annual Total Returns
As of June 30, 2015 (%)

	YTD¹	1-YR	3-YR	5-YR	10-YR	15-YR	20-YR	25-YR	SINCE INCEPTION	INCEPTION DATE

Royce Value Trust	1.69	-0.49	15.08	13.90	7.34	8.87	10.26	10.77	10.61	11/26/86

Royce Micro-Cap Trust	-0.52	-0.05	17.94	16.05	8.25	10.15	11.16	n.a.	11.20	12/14/93

Royce Global Value Trust	5.62	-6.18	n.a.	n.a.	n.a.	n.a.	n.a.	n.a.	1.04	10/17/13

INDEX

Russell 2000 Index	4.75	6.49	17.81	17.08	8.40	7.50	9.15	9.89	n.a.	n.a.

Russell Microcap Index	6.03	8.21	19.25	17.48	7.07	7.79	n.a.	n.a.	n.a.	n.a.

Russell Global Small Cap Index	6.37	0.34	13.69	11.77	7.36	7.30	n.a.	n.a.	n.a.	n.a.

¹ Not annualized


Important Performance and Risk Information All performance information in this Review and Report reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Investment return and principal value of an investment will fluctuate, so that shares may be worth more or less than their original cost when sold. Current performance may be higher or lower than performance quoted. Current month-end performance may be obtained at www.roycefunds.com. The Funds are closed-end registered investment companies whose respective shares of common stock may trade at a discount to the net asset value. Shares of each Fund’s common stock are also subject to the market risk of investing in the underlying portfolio securities held by each Fund. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12, as well as 12/31/14, for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. All indexes referenced are unmanaged and capitalization-weighted. Each index’s returns include net reinvested dividends and/or interest income. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Russell Investment Group. The Russell 2000 Index is an index of domestic small-cap stocks that measures the performance of the 2,000 smallest publicly traded U.S. companies in the Russell 3000 Index. The Russell Microcap Index includes 1,000 of the smallest securities in the small-cap Russell 2000 Index, along with the next smallest eligible securities as determined by Russell. The Russell Global Small Cap Index is an unmanaged, capitalization-weighted index of global small-cap stocks. The performance of an index does not represent exactly any particular investment, as you cannot invest directly in an index. Index returns include net reinvested dividends and/or interest income. Royce Value, Micro-Cap and Global Value Trust shares of common stock trade on the NYSE. Royce Fund Services, Inc (“RFS”) is a member of FINRA and has filed this Review and Report with FINRA on behalf of each Fund. RFS is not an underwriter or distributor of any of the Funds.

Name and address of agent for service:		John E. Denneen, Esq.
		745 Fifth Avenue
		New York, NY 10151

		JUNE 30, 2015



		2015 Semiannual
		Review and Report to Stockholders


effect of creating decidedly narrow market leadership within the small-cap space. Outside of biotech, strong first-half performances were mostly limited to a handful of other Health Care industries, software companies, and a few outliers such as construction materials and tobacco. The small-cap market has thus moved from the tightly correlated markets of 2011-2013 into a new phase of wide divergence and constricted leadership. From our perspective, then, the market is indeed out of joint. “MORE THINGS IN HEAVEN AND EARTH…” We have actually been arguing that the market has been disjointed for some time now. Fed policies designed to keep the economy and capital markets above water, which included multiple rounds of QE and keeping interest rates at or near zero, had other, unintended consequences that had an outsized effect on the small-cap market. For example, it became both easy and affordable for businesses to add debt, essentially eroding the risk differential between lower- and higher-quality businesses. Lower-quality and more highly levered companies then began a historically atypical period of outperformance in which our funds mostly did not participate. The Fed’s zero-interest-rate policy (“ZIRP”) also stoked an intense hunger for yield, which drove up values for bond-proxy equities such as REITs and Utilities, regardless of their underlying quality or profitability, that have only recently begun to correct. These actions also boosted stock correlations and reduced volatility, making it harder to find the kind of mispriced opportunities that have always been our stock in trade.		Finally, there were significant runs for high-growth, non-earning, and more speculative businesses, many with negative EBIT. This continues into the present day with the recent contraction of small-cap leadership, which represents more of a bet on long-duration assets than current profitability. In each of these cases, our more qualitative, risk-conscious approaches have in general kept us away from these areas. While we are confident that this trend will fade and that speculative bubbles will burst, we also understand the frustrations that have built over the last few years as active managers such as ourselves have continued to lag our respective benchmarks.

		So do these challenges mean that something is rotten in the state of small-cap, if only in some of its actively managed precincts? That is the question, more or less, that we have been wrestling with of late. To be sure, we ran the gamut in the first half from disappointment to optimism to frustration as investor preferences moved around. They first showed favor to long-duration assets, then looked, if only briefly, toward consistently profitable and/or conservatively capitalized companies before shifting back again. However, we have seen enough signs, both economically and in the market, which suggest that stocks are slowly moving back to what we would call their historical norm—lower overall returns, higher volatility, and long-term advantages for companies with consistent profits and high returns on invested capital. Most notably, there was a positive directional trend dating from the first-half low for the 10-year Treasury on January 30

Top Contributors to Performance Year-to-Date Through 6/30/15 (%)¹

Hackett Group (The)		0.37

Value Partners Group		0.34

Nautilus		0.33

Insperity		0.18

On Assignment		0.17

¹ Includes dividends

Top Detractors from Performance Year-to-Date Through 6/30/15 (%)²

ADTRAN		-0.14

Anixter International		-0.13

Citadel Capital		-0.13

Preformed Line Products		-0.12

Ethan Allen Interiors		-0.11

² Net of dividends


Performance
Average Annual Total Return (%) Through 6/30/15

	JAN-JUN 2015^**	1-YR	3-YR	5-YR	10-YR	15-YR	20-YR	25-YR	SINCE INCEPTION (11/26/86)

RVT (NAV)	1.69	-0.49	15.08	13.90	7.34	8.87	10.26	10.77	10.61

^*Not Annualized

¹	Reflects the cumulative performance of an investment made by a stockholder who purchased one share at inception ($10.00 IPO), reinvested all distributions and fully participated in primary subscriptions of the Fund’s rights offerings.
²	Reflects the actual month-end market price movement of one share as it has traded on the NYSE.


Top 10 Positions
% of Net Assets

Nautilus		1.2

Hackett Group (The)		1.1

Ritchie Bros. Auctioneers		1.1

HEICO Corporation		1.1

On Assignment		1.1

Woodward		0.9

SEI Investments		0.9

Forward Air		0.9

Newport Corporation		0.8

Reliance Steel & Aluminum		0.8


Portfolio Sector Breakdown
% of Net Assets

Industrials		28.4

Information Technology		19.7

Financials		17.1

Consumer Discretionary		12.4

Materials		7.3

Health Care		5.0

Energy		2.8

Consumer Staples		2.5

Telecommunication Services		0.5

Utilities		0.1

Miscellaneous		3.0

Cash and Cash Equivalents, Net of Outstanding Line of Credit		1.2


Calendar Year Total Returns (%)

YEAR		RVT (NAV)

2014		0.8

2013		34.1

2012		15.4

2011		-10.1

2010		30.3

2009		44.6

2008		-45.6

2007		5.0

2006		19.5

2005		8.4

2004		21.4

2003		40.8

2002		-15.6

2001		15.2

2000		16.6

		MANAGER’S DISCUSSION

Royce Value Trust (RVT)


Portfolio Diagnostics

Fund Net Assets		$1,224 million

Number of Holdings		503

Turnover Rate		17%

Net Asset Value		$15.85

Market Price		$13.79

Average Market Capitalization¹		$1,344 million

Weighted Average P/E Ratio^2,3		20.4x

Weighted Average P/B Ratio²		2.6x

Holdings ≥ 75% of Total Investments		159

Active Share⁴		90%

U.S. Investments (% of Net Assets)		81.8%

Non-U.S. Investments (% of Net Assets)		17.0%

¹	Geometric Average. This weighted calculation uses each portfolio holding’s market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolio’s 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 portfolio’s share in the earnings or book value, as the case may be, of its underlying stocks.
³	The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (12% of portfolio holdings as of 6/30/15).
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.

Top Contributors to Performance Year-to-Date Through 6/30/15 (%)¹

Frontier Services Group		0.97

Diamond Hill Investment Group		0.39

Nautilus		0.27

Smith & Wesson Holding Corporation		0.24

GTT Communications		0.22

¹ Includes dividends

Top Detractors from Performance Year-to-Date Through 6/30/15 (%)²

LeapFrog Enterprises Cl. A		-0.32

EZCORP Cl. A		-0.24

Value Line		-0.22

Qumu Corporation		-0.20

Graham Corporation		-0.20

² Net of dividends


Performance
Average Annual Total Return (%) Through 6/30/15

	JAN-JUN 2015^*	1-YR	3-YR	5-YR	10-YR	15-YR	20-YR	SINCE INCEPTION (12/14/93)

RMT (NAV)	-0.52	-0.05	17.94	16.05	8.25	10.15	11.16	11.20

^*Not Annualized

¹	Reflects the cumulative performance experience of a continuous common stockholder who purchased one share at inception ($7.50 IPO), reinvested all distributions and fully participated in the primary subscription of the Fund’s 1994 rights offering.
²	Reflects the actual month-end market price movement of one share as it has traded on NYSE and, prior to 12/1/03, on the Nasdaq.


Portfolio Diagnostics

Fund Net Assets		$376 million

Number of Holdings		358

Turnover Rate		17%

Net Asset Value		$10.77

Market Price		$9.22

Net Leverage¹		6%

Average Market Capitalization²		$349 million

Weighted Average P/E Ratio^3,4		19.6x

Weighted Average P/B Ratio³		2.1x

Holdings ≥ 75% of Total Investments		155

Active Share⁵		95%

U.S. Investments (% of Net Assets)		90.8%

Non-U.S. Investments (% of Net Assets)		15.4%

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 holding’s market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolio’s 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 portfolio’s share in the earnings or book value, as the case may be, of its underlying stocks.
⁴	The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (25% of portfolio holdings as of 6/30/15).
⁵	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.

Top Contributors to Performance Year-to-Date Through 6/30/15 (%)¹

Value Partners Group		0.80

Clarkson		0.64

Relo Holdings		0.49

Pico Far East Holdings		0.41

Trancom		0.31

¹ Includes dividends

Top Detractors from Performance Year-to-Date Through 6/30/15 (%)²

Aixtron ADR		-0.22

LPKF Laser & Electronics		-0.20

New World Department Store China		-0.19

Daphne International Holdings		-0.19

RHJ International		-0.19

² Net of dividends


Calendar Year Total Returns (%)

YEAR		RGT (NAV)

2014		-6.2


Portfolio Country Breakdown^1,2
% of Net Assets

United States		14.8

United Kingdom		13.4

Japan		11.9

Canada		10.1

France		8.7

Hong Kong		7.4

Switzerland		5.3

Germany		4.1

Brazil		3.6

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		$101 million

Number of Holdings		269

Turnover Rate		34%

Net Asset Value		$9.77

Market Price		$8.31

Net Leverage¹		6%

Average Market Capitalization²		$1,330 million

Weighted Average P/E Ratio^3,4		18.6x

Weighted Average P/B Ratio³		2.7x

Holdings ≥ 75% of Total Investments		111

Active Share⁵		98%

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	Year-to-Date distribution total $0.59				14.196		652

6/30/15		$	21,922				16,180	$	256,453	$	223,122


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.


Schedule of Investments
Common Stocks – 98.8%
	SHARES	VALUE

CONSUMER DISCRETIONARY – 12.4%
AUTO COMPONENTS - 1.2%
Drew Industries	93,736	$	5,438,563
Fuel Systems Solutions ¹	107,000		800,360
Gentex Corporation	223,050		3,662,481
Global & Yuasa Battery	28,500		977,296
Motorcar Parts of America ¹	7,990		240,419
MRF	800		429,585
Selamat Sempurna	1,816,700		628,845
Standard Motor Products	50,391		1,769,732
Superior Industries International	21,600		395,496

			14,342,777

AUTOMOBILES - 1.1%
Thor Industries ²	153,460		8,636,729
Winnebago Industries	211,400		4,986,926

			13,623,655

DISTRIBUTORS - 0.8%
Core-Mark Holding Company	115,200		6,825,600
Weyco Group	97,992		2,922,121

			9,747,721

DIVERSIFIED CONSUMER SERVICES - 1.2%
American Public Education ¹	36,100		928,492
Collectors Universe	50,400		1,004,976
Lincoln Educational Services ¹	712,300		1,438,846
Regis Corporation ^{1, 2, 3}	233,800		3,684,688
Sotheby’s	138,200		6,252,168
Universal Technical Institute	130,432		1,121,715

			14,430,885

HOTELS, RESTAURANTS & LEISURE - 0.3%
Biglari Holdings ¹	700		289,625
Century Casinos ¹	209,600		1,320,480
Monarch Casino & Resort ¹	28,103		577,798
MTY Food Group	48,400		1,283,433
Thomas Cook (India)	100,000		350,581
Tropicana Entertainment ^{1, 4}	10,000		157,600

			3,979,517

HOUSEHOLD DURABLES - 2.4%
Ethan Allen Interiors	320,800		8,449,872
Flexsteel Industries	23,700		1,021,233
Forbo Holding	110		130,831
Harman International Industries	28,600		3,401,684
Lifetime Brands	53,726		793,533
Mohawk Industries ^{1, 2}	28,000		5,345,200
Natuzzi ADR ¹	2,096,300		4,402,230
NVR ¹	2,340		3,135,600
Stanley Furniture ^{1, 5}	1,012,235		3,006,338

			29,686,521

INTERNET & CATALOG RETAIL - 0.2%
Blue Nile ¹	67,100		2,039,169
Manutan International	4,200		199,609

			2,238,778

LEISURE PRODUCTS - 1.3%
Beneteau	20,800		354,326
LeapFrog Enterprises Cl. A ¹	348,100		487,340
Nautilus ¹	667,100		14,349,321
Shimano	3,500		477,591
Smith & Wesson Holding Corporation ¹	30,600		507,654

			16,176,232

MEDIA - 1.4%
E.W. Scripps Company Cl. A	76,640		1,751,224
Harte-Hanks	166,730		993,711
McClatchy Company (The) Cl. A ¹	334,200		360,936
Morningstar	84,600		6,729,930
Pico Far East Holdings	3,484,400		1,114,785
Rentrak Corporation ¹	17,400		1,214,520
RLJ Entertainment ¹	35,600		14,026
T4F Entretenimento ¹	143,800		168,817
Technicolor	30,000		195,656
Television Broadcasts	173,400		1,027,889
Wiley (John) & Sons Cl. A	62,440		3,394,863

			16,966,357

MULTILINE RETAIL - 0.1%
New World Department Store China	2,947,500		790,913
Parkson Retail Asia	345,800		121,955

			912,868

SPECIALTY RETAIL - 1.2%
Aeropostale ¹	110,000		178,200
Buckle (The) ²	110,965		5,078,868
Destination Maternity	42,200		492,052
Genesco ¹	62,935		4,155,598
I.T	1,127,000		424,539
Lewis Group	75,000		607,780
Oriental Watch Holdings	543,000		92,467
Signet Jewelers	1,900		243,656
Systemax ¹	194,000		1,676,160
TravelCenters of America LLC ¹	62,500		928,125
West Marine ¹	131,100		1,263,804

			15,141,249

TEXTILES, APPAREL & LUXURY GOODS - 1.2%
Asia Brands	59,900		28,418
Crown Crafts	139,141		1,113,128
Culp	48,400		1,500,400
Daphne International Holdings	662,800		165,880
Grendene	100,000		538,098
J.G. Boswell Company ⁴	2,492		1,756,860
Kewal Kiran Clothing	1,482		49,361
Movado Group	122,651		3,331,201
Pacific Textiles Holdings	285,500		456,709
Stella International Holdings	155,700		371,597
Van de Velde	11,700		672,144
Wolverine World Wide ²	123,500		3,517,280
YGM Trading	1,082,600		1,399,417

			14,900,493

Total (Cost $124,747,109)			152,147,053

CONSUMER STAPLES – 2.5%
BEVERAGES - 0.2%
Compania Cervecerias Unidas ADR	134,000		2,838,120
Crimson Wine Group ^{1, 4}	11,876		111,041

			2,949,161

FOOD PRODUCTS - 1.9%
Alico	27,000		1,224,720
Binggrae	14,000		1,060,559
Cal-Maine Foods	78,436		4,094,359
Farmer Bros. ¹	57,300		1,346,550
Industrias Bachoco ADR	36,045		1,950,395
Sanderson Farms	7,500		563,700
Seneca Foods Cl. A ¹	229,255		6,366,411


Schedule of Investments (continued)

	SHARES	VALUE

CONSUMER STAPLES (continued)
FOOD PRODUCTS (continued)
Seneca Foods Cl. B ¹	13,840	$	411,878
SunOpta ¹	116,100		1,245,753
Tootsie Roll Industries ²	127,859		4,131,124
Waterloo Investment Holdings ^{1, 6}	598,676		227,497

			22,622,946

PERSONAL PRODUCTS - 0.4%
Nu Skin Enterprises Cl. A ^{2, 3}	99,460		4,687,550

Total (Cost $26,210,495)			30,259,657

ENERGY – 2.8%
ENERGY EQUIPMENT & SERVICES - 2.5%
CARBO Ceramics ^{2, 3}	63,000		2,622,690
Ensign Energy Services	134,000		1,313,178
Gulf Island Fabrication	32,964		368,208
Helmerich & Payne	42,780		3,012,568
ION Geophysical ¹	1,078,200		1,153,674
Oil States International ¹	30,733		1,144,190
Pason Systems	351,560		6,290,925
SEACOR Holdings ¹	131,042		9,296,119
TGS-NOPEC Geophysical	78,060		1,822,955
Tidewater ²	24,000		545,520
Unit Corporation ¹	112,330		3,046,390

			30,616,417

OIL, GAS & CONSUMABLE FUELS - 0.3%
Green Plains	28,000		771,400
Permian Basin Royalty Trust	161,000		1,297,660
World Fuel Services	16,600		795,970
WPX Energy ¹	110,000		1,350,800

			4,215,830

Total (Cost $44,917,420)			34,832,247

FINANCIALS – 17.1%
BANKS - 1.5%
Bank of N.T. Butterfield & Son	1,784,161		2,908,183
BCB Holdings ¹	209,426		27,970
Blue Hills Bancorp ¹	104,180		1,458,520
Farmers & Merchants Bank of Long Beach ⁴	1,200		7,176,000
Fauquier Bankshares	160,800		2,555,112
First Citizens BancShares Cl. A	17,026		4,478,519

			18,604,304

CAPITAL MARKETS - 8.5%
AllianceBernstein Holding L.P.	102,000		3,012,060
Ares Management L.P.	101,600		1,879,600
Artisan Partners Asset Management Cl. A	134,210		6,235,396
ASA Gold and Precious Metals	324,821		3,154,012
Ashmore Group	649,800		2,952,727
Azimut Holding	8,000		234,029
BHF Kleinwort Benson Group ¹	293,500		1,436,445
CETIP - Mercados Organizados	485,700		5,323,938
Citadel Capital ¹	11,799,921		3,077,548
^†Citadel Capital (Rights) ^{1, 6}	2,507,483		0
Cowen Group ¹	421,158		2,695,411
Dundee Corporation Cl. A ¹	329,800		3,311,202
Eaton Vance ^{2, 3}	40,500		1,584,765
Edmond de Rothschild (Suisse)	133		2,745,494
Federated Investors Cl. B	299,420		10,027,576
GAMCO Investors Cl. A	20,200		1,387,942
GCA Savvian	24,000		298,076
Jupiter Fund Management	230,000		1,610,704
Lazard Cl. A	79,695		4,482,047
Medley Management Cl. A	152,200		1,802,048
mutares	330		37,894
MVC Capital	324,200		3,306,840
Newtek Business Services	89,800		1,591,256
Paris Orleans	196,893		6,289,947
Partners Group Holding	1,075		321,367
RCS Capital Cl. A ¹	66,100		506,326
SEI Investments	226,135		11,087,399
Sprott	590,000		1,166,773
U.S. Global Investors Cl. A	661,751		1,839,668
Value Partners Group	5,428,000		8,571,024
Virtus Investment Partners	26,240		3,470,240
VZ Holding	1,300		312,851
Westwood Holdings Group	54,573		3,250,914
ZAIS Group Holdings Cl. A ¹	492,300		5,366,070

			104,369,589

CONSUMER FINANCE - 0.2%
EZCORP Cl. A ¹	213,000		1,582,590
Shriram City Union Finance	12,500		350,188

			1,932,778

DIVERSIFIED FINANCIAL SERVICES - 1.5%
Bajaj Holdings & Investment	15,600		356,928
Banca Finnat Euramerica	1,060,000		575,508
First Pacific	1,020,000		859,260
MarketAxess Holdings	100,000		9,277,000
PICO Holdings ¹	100,400		1,477,888
Sofina	19,698		2,198,227
TMX Group	91,000		3,872,418

			18,617,229

INSURANCE - 2.1%
Alleghany Corporation ¹	4,179		1,958,948
Atlas Financial Holdings ¹	9,500		188,385
E-L Financial	16,500		8,661,575
Erie Indemnity Cl. A	25,000		2,051,750
Greenlight Capital Re Cl. A ¹	230,561		6,725,465
Independence Holding Company	349,423		4,608,889
Lancashire Holdings	50,000		484,338
MBIA ¹	19,400		116,594
ProAssurance Corporation	17,139		791,993
^†WMIH ^{1, 4}	77,742		202,129

			25,790,066

INVESTMENT COMPANIES - 0.3%
RIT Capital Partners	149,000		3,621,778

REAL ESTATE MANAGEMENT & DEVELOPMENT - 2.1%
AV Homes ¹	55,500		797,535
E-House (China) Holdings ADR ^{2, 3}	108,765		730,901
Forestar Group ¹	102,000		1,342,320
FRP Holdings ¹	212,958		6,906,228
Hopefluent Group Holdings	680,000		230,715
Kennedy Wilson Europe Real Estate	24,000		428,386
Kennedy-Wilson Holdings	101,300		2,490,967
Midland Holdings ¹	700,000		316,969
St. Joe Company (The) ^{1, 2}	177,000		2,748,810
Sun Frontier Fudousan	17,600		142,658
Tejon Ranch ¹	342,600		8,808,246

REPURCHASE AGREEMENT – 7.3%
Fixed Income Clearing Corporation, 0.00% dated 6/30/15, due 7/1/15, maturity value $89,420,000 (collateralized by obligations of various U.S. Government Agencies, 2.125% due 1/31/21, valued at $91,208,579)

(Cost $89,420,000)		89,420,000

TOTAL INVESTMENTS – 106.1%

(Cost $1,032,854,273)		1,299,040,397


LIABILITIES LESS CASH AND OTHER ASSETS – (6.1)%		(74,840,748)


NET ASSETS – 100.0%	$	1,224,199,649


^†	New additions in 2015.
¹	Non-income producing.
²	All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at June 30, 2015. Total market value of pledged securities at June 30, 2015, was $110,779,080.
³	At June 30, 2015, a portion of these securities were rehypothecated in connection with the Fund’s revolving credit agreement in the aggregate amount of $65,665,298.
⁴	These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.
⁵	At June 30, 2015, the Fund owned 5% or more of the Company’s 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.
⁶	Securities 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 Fund’s 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.
⁷	Includes securities first acquired in 2015 and less than 1% of net assets.

	Bold indicates the Fund’s 20 largest equity holdings in terms of June 30, 2015, market value.

	TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,033,991,063. At June 30, 2015, net unrealized appreciation for all securities was $265,049,334, consisting of aggregate gross unrealized appreciation of $347,502,881 and aggregate gross unrealized depreciation of $82,453,547. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.