N-CSR 1 e67971_rvt-ncsr.htm

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

 

Registrant’s telephone number, including area code: (212) 508-4500

Date of fiscal year end: December 31

Date of reporting period: January 1, 2019 – December 31, 2019

 

 

 

   

 

Item 1.  Reports to Shareholders.  

 

 

 

 

Royce Closed-End Funds 2019 Annual

Review and Report to Stockholders

December 31, 2019

Royce Global Value Trust

Royce Micro-Cap Trust

Royce Value Trust

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds' shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on the Funds' website (www.royceinvest.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary or, if you are a direct investor with the Funds, by calling 1-800-841-1180. Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-800-841-1180 to let the Funds know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or all Funds held with our fund complex if you invest directly with the Funds.

 

 

 

       
  A Few Words on Closed-End Funds  
       
  Royce Investment Partners 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 fund’s 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.  
       
  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, with significant investments 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 Micro-Cap Trust and Royce Value Trust distribute capital gains, if any, 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 61 and 62. For additional information on the Funds’ Distribution Reinvestment and Cash Purchase Options and the benefits for stockholders, please see page 63 or visit our website at www.royceinvest.com.  
       
  Managed Distribution Policy  
  The Board of Directors of each of Royce Micro-Cap Trust and Royce Value Trust has authorized a managed distribution policy (“MDP”). Under the MDP, Royce Micro-Cap Trust and Royce Value 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.  
       

 

This page is not part of the 2019 Annual Report to Stockholders

 

 

 

 

Table of Contents

 

Annual Review  
   
Letter to Our Stockholders 2
   
Performance 7
   
Annual Report to Stockholders  
   
Royce Global Value Trust  
   
Managers’ Discussion of Fund Performance 8
   
Schedule of Investments 10
   
Other Financial Statements 13
   
Royce Micro-Cap Trust  
   
Managers’ Discussion of Fund Performance 24
   
Schedule of Investments 26
   
Other Financial Statements 31
   
Royce Value Trust  
   
Manager’s Discussion of Fund Performance 42
   
Schedule of Investments 44
   
Other Financial Statements 50
   
History Since Inception 61
   
Distribution Reinvestment and Cash Purchase Options 63
   
Directors and Officers 64
   
Results of Stockholders Meeting 65
   
Bylaw Changes 65
   
Notes to Performance and Other Important Information 66

 

 

 

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Letter to Our Stockholders

 

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A BIG YEAR FOR STOCKS

A period of pauses, pivots, and rallies, 2019 ended as a highly rewarding year for equities. The major domestic and international indexes posted healthy double-digit returns, most in the range of 20-35%. The small-cap Russell 2000 Index gained 25.5% while the Russell Top 50 Mega Cap Index advanced 32.9%, the large-cap Russell 1000 Index was up 31.4%, and the Russell Microcap Index increased 22.4%—generally, bigger was better in 2019. Still, the 25.5% gain for the Russell 2000 placed it in the index's top 27% of calendar-year showings since its 1978 inception. The advance was also impressively broad, with 70% of the stocks in the small-cap index posting positive returns, 61% advancing at least 10%, and 49% posting a calendar-year gain of

 

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20% or more. Additionally, 10 of 11 Russell 2000 sectors were positive for the year (Energy was the sole detractor).

Although many investors think that some event, or series of events, must be present to propel share prices, there are times when the absence of negative developments is more than enough to push stocks consistently upward. This was the case in 2019, when both a recession and a more hawkish Fed failed to materialize, which was all it took to kick-start the recovery that succeeded the dramatic downturn that saw out 2018. The Fed's course was especially interesting. Arguably out of touch with the anxieties bred by slipping oil prices and an inverted yield curve in December 2018, the Fed raised rates and announced that 2019 would likely see at least two more hikes—all of this based on the central bank's cautiously optimistic outlook on the U.S. economy. Once the market's plunge showed that investors did not share this view, the Fed paused, saying it would hold the line on rates. The central bank then pivoted in July 2019, reversing course by lowering rates—which it proceeded to do again in September and October. These cuts fueled a healthy fourth quarter and helped stocks to end the year on a decidedly upbeat note.



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LETTER TO OUR STOCKHOLDERS

 

 

Notable Index Performance Spreads

Russell Index Performance—6/30/18-12/31/19

 

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WHAT WILL FOLLOW MEGA-CAP MANIA?

Performance in 2019 was mostly in line with previous snapbacks off precipitous declines—biotech, software, and other growth stocks were among those that did best, along with non-dividend payers and companies with high debt. The somewhat peculiar exception to the pattern was large-cap outperformance. In high-octane markets such as what we saw in 2019, small-cap stocks have typically contended with few, if any, competitors for leadership. This pattern was undone by the ongoing leadership of mega-cap stocks—including the now familiar “FAANG” group of Facebook, Apple, Amazon, Netflix, and Google—which have led the market by a substantial margin over the last 18 months. For example, from 6/30/18-12/31/19, the Russell Top 50 Index advanced 26.1% cumulatively compared with a paltry 3.7% gain for small-caps—and a decline of 3.9% for micro-caps.

If the dominance of mega-caps were to unwind, or even pause, we see the potential for a subsequent rotation to small-caps. We think one point effectively illustrates the size of the potential opportunity: over the last 20 years, the 50 biggest stocks in the Russell 3000 Index have averaged a combined total market cap of about four times the total market cap of the Russell 2000. At the end of 2019, however, that ratio was more than six times, which is higher than it was even at the height of the Internet bubble in 2000. We’re certainly not expecting mega-caps to collapse any time soon, which would be anomalous behavior in what we think will be

an advancing market. But we do think a performance pause at their current high valuations could occur, allowing small- and micro-cap stocks to catch up.

 We may have seen the first seeds of such a leadership reversal in the last four months of 2019, which from our perspective provided the year’s most compelling developments. Beginning on August 27th, several reversals inverted previous market leadership patterns, each of which held through the end of 2019: small-caps outpaced large-caps, cyclicals outperformed defensives, small-cap value beat small-cap growth, and micro-caps led domestic equity performance. What was of particular interest to us about these reversals was their simultaneity. Leadership rotation is common, but the changes typically emerge over longer stretches of time before they take root.

Equally important, we would also argue that valuations—both relative and absolute—must be kept in mind when looking at returns. In spite of the performance boosts that came with the late

 

 

August’s Reversals Held

Late August Saw Key Market Shifts That Held Through The End Of 2019

 

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LETTER TO OUR STOCKHOLDERS

 

 

Small-Cap’s Relative Valuation Is Below Its Long-Term Average
Russell 2000 vs. Russell 1000 Median LTM EV/EBIT¹ (ex. Negative EBIT Companies) from 12/31/01 to 12/31/19

 

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1 Earnings before interest and taxes. Source: FactSet

 

August reversals, relative valuations for small-cap versus large-cap, small-cap cyclicals versus small-cap defensives, and small-cap value versus small-cap growth still looked attractive to us. At the end of 2019, each remained near the 20-year lows they hit in late August. As the chart above shows, small-cap stocks have lagged large-caps for so long that they were relatively cheaper at the end of 2019 than at any other time since 2001 based on our preferred valuation metric, EV/EBIT, (enterprise value over earnings before interest and taxes).

 

BEWARE OF THE CALENDAR

When thinking about the prospects for small-cap performance, we think it’s important to avoid a common pitfall that we all stumble into occasionally—the tendency to put more emphasis on year-end results than on other month-end periods. From the vantage point of the calendar year, small-cap performance certainly looks good. But if we look at the two-year annualized return for the Russell 2000, we see a markedly lower gain of 5.7%. Moreover, three- and five-year annualized returns for the Russell 2000 were below their respective monthly rolling averages since inception (12/31/78) at the end of 2019.

 

 

Recent 3- and 5-Year Returns Lower Than History  

Russell 2000 Average Annual Total Returns vs. Long-Term Rolling Monthly Averages as of 12/31/19

 

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Finally, the Russell 2000 finished 2019 2.2% off its most recent peak—and all-time high—reached on 8/31/18. What do these observations of historical performance suggest? Taken together, we think they suggest that, despite 2019’s strong calendar-year return, caution or pessimism about future small-cap returns and opportunities may be misplaced.

 

THE CASE FOR SMALL-CAP CYCLICALS

To be sure, we believe that small-cap stocks are more than capable of a strong run in 2020—and certainly resumed market leadership could be part of the equation. Even after a terrific 2019, many small-caps are still carrying what we would call a recession discount from the deep downturn at the end of 2018. Small-cap cyclicals continued to trade at a significant valuation discount to defensives at the end of 2019 based on EV/EBIT. In fact, the spread was wider than it was in October 2008, when a recession was exacerbated by the Great Financial Crisis.

 

 

Small-Cap Cyclicals Are Relatively Cheaper Than in 2008

Russell 2000 Relative Median EV/EBIT (Ex Negative EBIT) From 12/31/99 to 12/31/19

 

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These historically low relative valuations offer support for our view that late August’s performance reversals can be sustained in 2020. This confidence has led us to be active buyers in areas as diverse as energy services; healthcare devices, diagnostics, and testing; paper & packaging; semiconductors & semiconductor equipment; chemicals; and consumer finance.

Small-caps have also historically outpaced large-caps when the economy is growing and have lagged when it’s contracting. They have



 

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LETTER TO OUR STOCKHOLDERS

 

To be sure, we believe that small-cap stocks are more than capable of a strong run in 2020—and certainly resumed market leadership could be part of the equation. Even after a terrific 2019, many small-caps are still carrying what we would call a recession discount from the deep downturn at the end of 2018.

 

beaten large-caps, for example, in 70% of all trailing monthly rolling one-year periods—74 out of 106—when the ISM PMI rose over the last 20 years.1 This dynamic holds true for cyclicals versus defensives as well. So if the most recent slowdown is behind us, and the global economy is gradually improving (which appears to be the case), then renewed expansion supports a continuation of August’s reversals.

 

THE GLOBAL SMALL-CAP SCENE

Our confidence for small-cap extends beyond our borders. Japan has shown intermittent but promising signs of renewed growth, as had China prior to the outbreak of the coronavirus. Europe, particularly Germany, has been caught in the middle of the U.S.-China trade and tariff disputes given its more export-driven economies. It was also slowed by the protracted uncertainty over Brexit. Yet December showed marginal improvements through much of Europe, including upticks in business confidence and retail sales, which indicate that the global economy has bottomed—it grew by about 2% in 2019. If it were to begin rebounding towards the 20-year average annual nominal GDP rate of around 5%—a not unreasonable expectation, we think— then that should create tailwinds to sustain small-cap cyclicals.

Also worth noting is that the cumulative two-year return for non-U.S. small-caps, as measured by the MSCI ACWI ex USA Small Cap Index, was essentially flat, up just 0.1%. Over this same period, however, earnings have been growing at healthy clip, suggesting that returns can narrow this gap. We think that the combination of attractive valuations for cyclicals, a strengthening global economy, and the flat two-year return imply that the next few years are likely to be at least as good for international small-caps as the last few—and quite possibly better.

Of course, our greatest source of confidence is not macroeconomic analysis or the examination of long-term

performance patterns (though they certainly help)—it comes from our own research into companies and industries as well as the numerous conversations we have with small-cap management teams. Much to our satisfaction, most of the management teams we’ve been meeting with report that they are hiring or holding steady and seeing little if any contraction in their orders or demand.

 

GOOD-BYE TO ALL THAT?

2019 closes out one of the most interesting—and challenging— decades that we have seen in more than 45 years of managing small-cap portfolios. It was a decade in which financial assets performed far better than the economy did—mostly due to frequent central bank interventions that suppressed rates and kept the capital markets flush with liquidity. We also saw developments that we would never have thought possible, such as negative interest rates. In addition, years of highly accommodative monetary policy had the unintended consequence of creating few, if any, penalties for companies that borrowed extensively.

We anticipate that each of these unusual developments should unwind to some extent over the next decade. This makes us highly confident about the prospects for select small-caps, particularly in cyclical areas that haven’t fully participated in the decade that just passed. However, the persistence of these peculiar developments has thrown up numerous road blocks on the road back to normalization. (Indeed, one thing that has not changed over the last 10 years is the humbling nature of the prediction business.)

The question is whether or not the last decade-plus (stretching back to the 2007 market peaks and the Great Financial Crisis of 2008) of slow growth, historically low rates, and regular central bank interventions represents a “New Normal.” While our initial contention was that it did not, we now suspect that we will arrive at a



1 The ISM PMI rose in 106 of 229 periods.

 

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LETTER TO OUR STOCKHOLDERS

 

 

Does the Small-Cap Recovery Have Room to Run?

Russell 2000 Declines and Two Subsequent Calendar Year’s Performance from 12/31/78 through 12/31/19 (%) 

(GRAPHIC) 

Past performance is no guarantee of future results.

 

blend of the old and the new. As Mark Twain is said to have quipped, “History doesn’t repeat itself, but it often rhymes.” Perhaps, then, this will result in a series of lows—low rates, low inflation, and low (by which we mean slow) economic growth—which will translate into lower U.S. equity returns than what we have seen over the last decade, along with more frequent bouts of volatility and wider variations in stock returns. While this menu may seem unpalatable, periods with more modest performance have historically been very favorable for disciplined active management approaches.

 

FAVORABLE CONDITIONS FOR SMALL-CAPS

The current backdrop looks quite promising to us for solid to strong small-cap performance overall thanks to the four favorable factors that we cited in July’s “Letter to Our Stockholders”—low inflation, modest valuations, moderate growth, and ample access to capital. Together, they suggest that small-cap returns can go higher, especially the many small-cap cyclical areas that we typically

like best. A few historical factors are also worth noting. Over the past 30 years, 76% of all monthly rolling one-year returns for the Russell 2000 have been positive—with an average return of 11.5%. So investors who are bearish on small-cap stocks are betting against the odds. To get a firmer sense of what 2020 may hold, we went back to the inception of the Russell 2000 and looked at the 11 calendar years when small-caps declined, as in 2018, and examined what happened in the second subsequent year. In nine of those 11 years the small-cap index advanced by an average of 14.5%. (2000 and 2002 were the exceptions.)

And two consecutive years of double-digit increases are fairly common for small-caps. Periods in which a healthy second year followed a strong one occurred in the following two-year spans: 1988-89, 1991-92, 1995-96, 2003-04, 2009-10, 2012-13, and 2016-17. With the favorable conditions we’ve outlined above in mind, we suspect that the current small-cap rally can continue, with the potential to add 2019-20 to this list.



Sincerely,    
     
(GRAPHIC)  (GRAPHIC)  (GRAPHIC) 
Charles M. Royce Christopher D. Clark Francis D. Gannon
Chairman, Chief Executive Officer, and Co-Chief Investment Officer,
Royce Investment Partners Co-Chief Investment Officer, Royce Investment Partners
  Royce Investment Partners  
January 31, 2020    

 

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Performance

 

 

NAV Average Annual Total Returns

As of December 31, 2019 (%)

 

                  SINCE INCEPTION
  1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR 30-YR INCEPTION DATE
Royce Global Value Trust 31.20 12.99 9.13 N/A N/A N/A N/A N/A 6.65 10/17/13
Royce Micro-Cap Trust 22.44 8.39 6.52 11.06 7.60 9.84 10.76 N/A 10.53 12/14/93
Royce Value Trust 30.46 10.04 9.20 11.00 7.69 9.27 10.51 10.56 10.51 11/26/86
INDEX                    
MSCI ACWI Small Cap Index 24.65 9.73 7.85 9.71 8.06 7.71 8.01 N/A N/A N/A
Russell Microcap Index 22.43 6.39 6.57 11.26 6.16 N/A N/A N/A N/A N/A
Russell 2000 Index 25.52 8.59 8.23 11.83 7.92 7.59 9.35 9.49 N/A N/A

 

Important Performance and Risk Information

All performance information in this Review and Report reflects past performance, is presented on a total return basis, net of the Fund’s 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.royceinvest.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 Value Trust at 6/30/18 and Royce Micro-Cap Trust at 6/30/19, for financial reporting purposes, and as a result 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. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, endorsed, reviewed or produced by MSCI. None of the MSCI data is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. 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 MSCI ACWI 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, LLC (“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 (UNAUDITED)

 

Royce Global Value Trust (RGT)

 

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Chuck Royce

 

FUND PERFORMANCE

Royce Global Value Trust (“RGT”) advanced 31.2% on an NAV (net asset value) basis and 32.3% based on market price for 2019, outperforming its unleveraged benchmark, the MSCI ACWI Small Cap Index, which gained 24.7% for the same period. The Fund also outpaced its benchmark on an NAV and market price basis for the three- and five-year periods ended 12/31/19.

 

WHAT WORKED... AND WHAT DIDN’T

Ten of RGT’s 11 portfolio sectors made a positive contribution to performance in 2019, with by far the biggest impact coming from Industrials and Information Technology—the Fund’s two largest sectors at year-end. Financials also made a solid positive impact while Communication Services was the only sector that detracted—doing so quite modestly. Utilities and Consumer Staples made the smallest contributions. At the industry level, machinery (Industrials) had the biggest positive effect, followed by notable contributions from electronic equipment, instruments & components (Information Technology) and capital markets (Financials). The top detracting industries were paper & forest products (Materials), industrial conglomerates (Industrials), and media (Communication Services).

The Fund’s top-contributing position was Brazil’s TOTVS, which provides enterprise resource planning and supply chain management software solutions. TOTVS capped a strong 2019 with robust revenue growth, effective cost management that created greater operational efficiency, and adjusted EBITDA margin expansion driven by its core software business. The cost of its new initiatives also did not significantly impact the firm’s profits. Finally, TOTVS acquired SUPPLIER, a credit card company with a virtual private label B2B solution. KBR, which offers differentiated engineering and related services and technologies, followed as the next-best contributor. The company operates in three synergistic segments: Government Solutions, Technology Solutions, and Energy Solutions. Its shares benefited from KBR exceeding earnings estimates for four consecutive quarters as of October 2019. This growth was driven by robust book-to-bill rates and notable strength in its Energy Solutions division.

Virtu Financial is a New York City based financial company that uses its technology to act as a market maker and liquidity provider to the global financial markets. Its business endured a slump through most of the year as the company typically does best in highly volatile markets—which were mostly absent in 2019—and/or when global trading volumes are heavy. Believing that volatility is more likely, we built our position. The stock of U.K.-based Metro Bank fell earlier in the year after the discovery in the first quarter of a historic accounting error relating to how the bank calculated loan risk. We exited our position in June. Canadian company Pason Systems provides instrumentation and data management systems for drilling rigs. The company saw its near-term outlook weaken in 2019 as North American drilling activity declined through the year on supply/demand concerns exacerbated by slumping oil and natural gas prices as well as the slower global economy. We think the market has more than fully discounted the negative impact of these developments on Pason’s near-term fundamentals while also seeming not to recognize the attributes that look obvious to us: a durable, high-ROIC business model, an innovative and robust technology pipeline, and a debt-free balance sheet.

Relative to the MSCI ACWI Small Cap, the Fund benefited from both stock selection and sector allocation, with the former having by far the highest impact. Industrials, Information Technology, and Energy were the top contributors at the sector level. Our relative advantage in the first and third were keyed by stock selection while in Tech both stock picking and our greater exposure contributed, with the latter having the bigger impact. Conversely, poor stock selection hampered relative performance most in Financials and Communication Services; RGT’s cash position also detracted in 2019.

 

         
  Top Contributors to Performance   Top Detractors from Performance  
  For 2019 (%)1     For 2019 (%)2    
  TOTVS 1.02   Virtu Financial Cl. A -0.78  
  KBR 0.87   Metro Bank -0.31  
  CIRCOR International 0.70   Pason Systems -0.29  
  Ashmore Group 0.63   Burford Capital -0.22  
  Altus Group 0.63   Stella-Jones -0.15  
  1 Includes dividends   2 Net of dividends  
         

 

CURRENT POSITIONING AND OUTLOOK

We see several potential tailwinds for global small-caps, particularly those in more economically sensitive cyclical industries. China had shown intermittent but promising signs of renewed growth prior to the outbreak of the coronavirus. Europe, particularly Germany, has been caught in the middle of the U.S.-China trade and tariff disputes given its more export-driven economies. It was also slowed by the protracted uncertainty over Brexit. Yet December showed marginal improvements through much of Europe, including upticks in business confidence and retail sales, which indicate that the global economy has bottomed—it grew by about 2% in 2019. If it were to begin rebounding towards the 20-year average annual nominal GDP rate of around 5%—a not unreasonable expectation, we think—then that should create enough lift to sustain small-cap cyclicals. Earnings have also been growing—at a healthy clip for many companies—further bolstering the case for ongoing positive performance. In our view, attractively valued cyclicals, a strengthening global economy, low rates throughout most of the developed world, and ample access to capital here in the U.S. together suggest that the next few years are likely to be at least as good for global small-caps as the last few—and quite possibly better.

 

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PERFORMANCE AND PORTFOLIO REVIEW (UNAUDITED) SYMBOLS MARKET PRICE RGT NAV XRGTX

 

 

Performance
Average Annual Total Return (%) Through 12/31/19

 

  JUL-DEC 20191 1-YR 3-YR 5-YR SINCE INCEPTION (10/17/13)
RGT (NAV) 10.07 31.20 12.99 9.13 6.65

1 Not Annualized

 

 

Market Price Performance History Since Inception (10/17/13)
Cumulative Performance of Investment1

 

  1-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (10/17/13)
RGT 32.3% 53.1% N/A N/A N/A 39.7%

 

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¹

Reflects the cumulative performance experience of a continuous common stockholder who purchased one share at inception ($8.975 IPO) and reinvested all distributions.
²Reflects the actual month-end market price movement of one share as it has traded on NYSE.

 

 

Morningstar Style Map TM As of 12/31/19

 

 

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 fund's investment strategy. The Morningstar Ownership Zone provides detail about a portfolio’s investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a fund’s ownership zone may vary. See page 66 for additional information.

 

 

Top 10 Positions
% of Net Assets

 

FLIR Systems 2.1
Kirby Corporation 2.1
Tel Aviv Stock Exchange 1.8
Virtu Financial Cl. A 1.4
KBR 1.4
Hansen Technologies 1.3
TGS-NOPEC Geophysical 1.3
Quaker Chemical 1.3
Computer Modelling Group 1.3
Mycronic 1.1

 

 

Portfolio Sector Breakdown
% of Net Assets

 

Industrials 32.1
Information Technology 24.5
Financials 15.3
Materials 8.8
Health Care 7.5
Energy 4.5
Consumer Discretionary 2.9
Real Estate 2.0
Consumer Staples 1.9
Communication Services 0.1
Preferred Stock 0.6
Outstanding Line of Credit, Net of Cash and Cash Equivalents -0.2

 

 

Calendar Year Total Returns (%)

 

YEAR RGT
2019 31.2
2018 -16.1
2017 31.1
2016 11.1
2015 -3.4
2014 -6.2

 

 

Portfolio Country Breakdown1,2
% of Net Assets

 

United States 26.6
United Kingdom 11.7
Canada 10.3
Japan 8.3
Sweden 7.5
Switzerland 4.9
Australia 4.7
Germany 4.5
France 3.4
1Represents countries that are 3% or more of net assets.
2Securities are categorized by the country of their headquarters.

 

 

Portfolio Diagnostics

 

Fund Net Assets $143 million
Number of Holdings 187
Turnover Rate 48%
Net Asset Value $13.60
Market Price $11.69
Net Leverage1 0.2%
Average Market Capitalization2 $1,754 million
Weighted Average P/E Ratio3,4 25.2x
Weighted Average P/B Ratio3 2.9x
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 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.
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 portfolio’s share in the earnings or book value, as the case may be, of its underlying stocks.
4The Fund's P/E ratio calculation excludes companies with zero or negative earnings (9% of portfolio holdings as of 12/31/19).
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 Fund’s 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.royceinvest.com. The market price of the Fund’s 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 Fund’s 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 above, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Fund’s year-to-date performance for 2019.

 

2019 Annual Report to Stockholders  |  9

 

 

 

 

 

Royce Global Value Trust

  

Schedule of Investments        
Common Stocks – 99.6%          
   SHARES   VALUE 
           
AUSTRALIA – 4.7%          
ALS   100,000   $644,207 
Bravura Solutions   304,100    1,109,691 
Cochlear   4,500    709,669 
Hansen Technologies   696,216    1,856,564 
IPH   260,747    1,500,429 
Steadfast Group   156,000    380,966 
Technology One   100,000    581,751 
Total (Cost $5,139,033)        6,783,277 
           
AUSTRIA – 0.5%          
Mayr-Melnhof Karton   2,500    335,388 
Rhi Magnesita   8,900    453,639 
Total (Cost $808,073)        789,027 
           
BERMUDA – 0.7%          
Assured Guaranty   21,700    1,063,734 
Total (Cost $1,067,052)        1,063,734 
           
BRAZIL – 2.3%          
B3-Brasil, Bolsa, Balcao   16,000    170,910 
OdontoPrev   200,000    838,740 
Tegma Gestao Logistica   42,400    396,838 
TOTVS   80,795    1,296,472 
YDUQS Part   49,400    583,315 
Total (Cost $1,853,813)        3,286,275 
           
CANADA – 10.3%          
Agnico Eagle Mines 1,2   10,000    616,100 
Alamos Gold Cl. A   215,000    1,296,408 
Altus Group   46,200    1,350,546 
Computer Modelling Group   283,000    1,791,429 
E-L Financial   1,300    829,876 
EnWave 3   294,400    380,880 
FirstService Corporation   10,300    958,312 
Genworth MI Canada   13,000    568,834 
Major Drilling Group International 3   336,000    1,467,113 
Morneau Shepell   31,500    819,672 
Pan American Silver 1   31,800    753,342 
Pason Systems   98,500    994,444 
People Corporation 3   39,700    306,643 
Questor Technology 3   76,000    290,293 
Sprott   520,600    1,194,708 
Stella-Jones   37,000    1,069,069 
Total (Cost $14,772,429)        14,687,669 
           
CHINA – 0.9%          
A-Living Services   168,800    582,719 
TravelSky Technology   300,000    732,261 
Total (Cost $703,722)        1,314,980 
           
DENMARK – 0.2%          
SimCorp   3,000    341,121 
Total (Cost $193,442)        341,121 
           
FRANCE – 3.4%          
Esker   1,700    176,197 
Gaztransport Et Technigaz   7,800    747,187 
Interparfums   17,600    730,451 
Lectra   14,000    350,980 
Neurones   32,500    750,978 
Robertet   700    724,730 
Thermador Groupe   22,100    1,313,847 
Total (Cost $3,585,852)        4,794,370 
           
GERMANY – 3.9%          
Amadeus Fire   6,000    994,723 
AURELIUS Equity Opportunities   10,800    472,460 
CompuGroup Medical   10,000    715,084 
Medios 3   7,800    230,106 
MorphoSys 3   6,000    853,389 
Norma Group   25,800    1,099,715 
PATRIZIA   25,900    576,973 
STRATEC   10,000    684,237 
Total (Cost $4,174,048)        5,626,687 
           
GREECE – 1.1%          
Mytilineos   105,000    1,151,873 
Sarantis   43,100    411,902 
Total (Cost $1,640,620)        1,563,775 
           
HONG KONG – 0.6%          
Value Partners Group   1,448,700    892,389 
Total (Cost $1,071,774)        892,389 
           
INDIA – 1.1%          
AIA Engineering   22,500    520,086 
Cyient   75,000    429,228 
Muthoot Finance   55,000    586,422 
Total (Cost $1,606,959)        1,535,736 
           
INDONESIA – 0.4%          
Selamat Sempurna   5,500,000    590,312 
Total (Cost $513,090)        590,312 
           
ISRAEL – 2.4%          
Nova Measuring Instruments 1,3   19,800    749,034 
Tel Aviv Stock Exchange 3   771,200    2,626,274 
Total (Cost $2,060,249)        3,375,308 
           
ITALY – 1.4%          
Avio   18,300    284,506 
Carel Industries   65,000    1,010,539 
DiaSorin   5,000    647,221 
Total (Cost $1,271,956)        1,942,266 
           
JAPAN – 8.3%          
As One   9,000    845,704 
Benefit One   42,500    884,382 
Cosel   90,000    977,406 
Daifuku   17,500    1,072,661 
eGuarantee   11,000    127,357 
Fujitec   50,000    818,646 
Fukui Computer Holdings   22,000    718,789 
Harmonic Drive Systems   12,000    582,026 
Meitec Corporation   17,500    990,520 
Morningstar Japan KK   150,000    566,012 
NSD   50,000    827,389 
Pigeon   14,200    524,716 
Prestige International   71,000    646,910 
SCSK   8,300    433,123 
TechnoPro Holdings   4,500    316,829 

  

10  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

 

December 31, 2019 

 

Schedule of Investments (continued)          
           
   SHARES   VALUE 
           
JAPAN (continued)          
TKC Corporation   15,000   $719,249 
USS   14,900    283,313 
UT Group   17,100    517,776 
Total (Cost $9,102,632)        11,852,808 
           
MEXICO – 0.3%          
Becle   200,000    371,810 
Total (Cost $338,328)        371,810 
           
NETHERLANDS – 1.1%          
IMCD   10,000    872,683 
Intertrust   35,000    679,582 
Total (Cost $1,389,557)        1,552,265 
           
NEW ZEALAND – 0.5%          
Fisher & Paykel Healthcare   35,000    523,076 
Gentrack Group   100,000    252,450 
Total (Cost $545,465)        775,526 
           
NORWAY – 1.3%          
TGS-NOPEC Geophysical   60,000    1,825,430 
Total (Cost $1,236,672)        1,825,430 
           
RUSSIA – 0.3%          
Globaltrans Investment GDR   42,000    371,700 
Total (Cost $413,086)        371,700 
           
SINGAPORE – 0.9%          
Midas Holdings 3,4   400,000    0 
XP Power   30,000    1,231,878 
Total (Cost $817,261)        1,231,878 
           
SOUTH AFRICA – 1.0%          
Coronation Fund Managers   70,800    201,946 
Hudaco Industries   65,000    494,902 
PSG Group   25,000    417,964 
Transaction Capital   201,900    304,162 
Total (Cost $1,815,599)        1,418,974 
           
SOUTH KOREA – 0.4%          
Koh Young Technology   6,700    611,224 
Total (Cost $539,944)        611,224 
           
SPAIN – 0.3%          
Applus Services   30,000    383,621 
Total (Cost $361,708)        383,621 
           
SWEDEN – 7.5%          
Addtech Cl. B   12,500    404,373 
Alimak Group   30,000    447,133 
Biotage   50,000    661,944 
Bravida Holding   70,000    679,720 
BTS Group   20,000    508,202 
Bufab   39,300    547,981 
CTT Systems   25,000    471,902 
Dometic Group   55,000    553,855 
Hexpol   110,000    1,078,115 
Lagercrantz Group   54,000    844,043 
Loomis Cl. B   15,000    621,053 
Medcap 3   50,000    742,018 
Mycronic   82,700    1,634,337 
OEM International Cl. B   16,500    440,406 
Scandi Standard   55,500    440,855 
Swedol Cl. B   115,000    569,085 
Total (Cost $8,258,759)        10,645,022 
           
SWITZERLAND – 4.9%          
Bossard Holding   2,200    397,128 
Burkhalter Holding   4,500    353,844 
Coltene Holding   7,500    688,159 
dormakaba Holding   600    429,324 
Forbo Holding   300    510,849 
Inficon Holding   500    397,035 
Kardex   9,100    1,532,651 
LEM Holding   450    662,120 
VAT Group   5,600    946,353 
VZ Holding   3,600    1,110,353 
Total (Cost $5,609,932)        7,027,816 
           
THAILAND – 0.1%          
Krungthai Card   64,200    84,661 
Total (Cost $93,180)        84,661 
           
UKRAINE – 0.2%          
MHP GDR   30,000    291,000 
Total (Cost $411,612)        291,000 
           
UNITED KINGDOM – 11.7%          
Abcam   60,000    1,074,515 
Advanced Medical Solutions Group   90,000    352,873 
Ashmore Group   228,300    1,566,464 
CentralNic Group 3   300,000    357,642 
Clarkson   15,600    625,079 
Computacenter   24,500    575,386 
Croda International   11,226    761,342 
Diploma   35,000    938,347 
DiscoverIE Group   100,000    755,022 
Draper Esprit 3   47,000    298,830 
Eckoh   248,000    180,675 
FDM Group Holdings   81,500    1,116,254 
Ferroglobe (Warranty Insurance Trust) 3,4   41,100    0 
Johnson Service Group   175,000    454,338 
Jupiter Fund Management   36,000    195,320 
Keystone Law Group   85,000    598,984 
Marlowe 3   70,000    470,564 
Midwich Group   35,300    257,171 
Mortgage Advice Bureau Holdings   56,600    580,286 
Polypipe Group   125,000    894,105 
Porvair   50,000    442,416 
Restore   65,000    473,544 
Rotork   125,000    554,676 
RWS Holdings   70,100    565,484 
Sabre Insurance Group   66,900    272,936 
Spirax-Sarco Engineering   8,000    942,055 
SThree   89,600    449,813 
Victrex   25,500    842,406 
WANdisco 3   26,800    157,972 
Total (Cost $12,325,794)        16,754,499 
           
UNITED STATES – 26.6%          
Air Lease Cl. A 1   13,530    642,946 

  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  11

 

 

 

 

 

December 31, 2019 

 

Royce Global Value Trust

 

Schedule of Investments (continued)          
           
   SHARES   VALUE 
           
UNITED STATES (continued)          
Boku 3   94,800   $108,620 
Brooks Automation 1   21,700    910,532 
Cabot Microelectronics   10,300    1,486,496 
Chicken Soup For The Soul Entertainment Cl. A 3   20,000    160,000 
CIRCOR International 3   21,400    989,536 
Cognex Corporation 1   10,748    602,318 
Coherent 1,3   5,600    931,560 
Colfax Corporation 3   42,900    1,560,702 
Diodes 1,2,3   20,500    1,155,585 
FLIR Systems 1   56,700    2,952,369 
Helios Technologies 1   24,639    1,139,061 
Innospec 1,2   12,457    1,288,552 
Kadant 1   7,800    821,652 
KBR 1   64,600    1,970,300 
Kirby Corporation 1,2,3   32,900    2,945,537 
KKR & Co. Cl. A 1   25,000    729,250 
Lazard Cl. A   27,400    1,094,904 
Lindblad Expeditions Holdings 3   43,000    703,050 
Lindsay Corporation 1,2   13,700    1,315,063 
Littelfuse   4,000    765,200 
Mesa Laboratories   4,300    1,072,420 
Morningstar   7,200    1,089,432 
National Instruments 1   15,200    643,568 
Onto Innovation 1,2,3   44,545    1,627,674 
PAR Technology 3   38,391    1,180,139 
Quaker Chemical 1,2   11,069    1,821,072 
SEACOR Holdings 1,2,3   10,100    435,815 
SEACOR Marine Holdings 3   20,309    280,061 
SEI Investments 1   13,800    903,624 
Tennant Company 1   11,600    903,872 
Upland Software 3   20,600    735,626 
Virtu Financial Cl. A 1    124,300    1,987,557 
Webster Financial   19,700    1,051,192 
Total (Cost $28,430,498)        38,005,285 
           
URUGUAY – 0.3%          
Arcos Dorados Holdings Cl. A 1   46,800    379,080 
Total (Cost $351,426)        379,080 
           
TOTAL COMMON STOCKS          
(Cost $112,503,565)        142,169,525 

 

PREFERRED STOCK – 0.6%        
         
GERMANY – 0.6%        
FUCHS PETROLUB   18,500    916,384 
(Cost $802,646)        916,384 
           
REPURCHASE AGREEMENT – 5.8%          

Fixed Income Clearing Corporation, 0.25% dated 12/31/19, due 1/2/20, maturity value $8,353,116 (collateralized by obligations of various U.S. Government Agencies, 2.25% due 11/15/24, valued at $8,520,857) 

          
(Cost $8,353,000)        8,353,000 
           
TOTAL INVESTMENTS – 106.0%          
(Cost $121,659,211)        151,438,909 
           
LIABILITIES LESS CASH AND OTHER ASSETS – (6.0)%        (8,628,688)
           
NET ASSETS – 100.0%       $142,810,221 

  

GDR – Global Depository Receipt 

New additions in 2019.
1All or a portion of these securities were pledged as collateral in connection with the Fund's revolving credit agreement at December 31, 2019. Total market value of pledged securities at December 31, 2019, was $17,754,276.
2At December 31, 2019, a portion of these securities were rehypothecated in connection with the Fund's revolving credit agreement in the aggregate amount of $4,752,843.
3Non-income producing.
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 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.

 

Securities of Global/International Funds are categorized by the country of their headquarters, with the exception of exchange-traded funds.

 

Bold indicates the Fund’s 20 largest equity holdings in terms of December 31, 2019, market value.

 

TAX INFORMATION: The cost of total investments for Federal income tax purposes was $121,730,220. At December 31, 2019, net unrealized appreciation for all securities was $29,708,689 consisting of aggregate gross unrealized appreciation of $34,728,552 and aggregate gross unrealized depreciation of $5,019,863. The primary causes of the difference 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. 

 

12  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

Royce Global Value Trust December 31, 2019

 

 

Statement of Assets and Liabilities

 

ASSETS:   
Investments at value  $143,085,909 
Repurchase agreements (at cost and value)   8,353,000 
Cash   495 
Foreign currency (cost $2)   2 
Receivable for dividends and interest   268,303 
Prepaid expenses and other assets   31,751 
Total Assets   151,739,460 
LIABILITIES:     
Revolving credit agreement   8,000,000 
Payable for investments purchased   714,875 
Payable for investment advisory fee   118,224 
Payable for directors’ fees   6,387 
Payable for interest expense   19,726 
Accrued expenses   70,027 
Total Liabilities   8,929,239 
Net Assets  $142,810,221 
ANALYSIS OF NET ASSETS:     
Paid-in capital - $0.001 par value per share; 10,503,468 shares outstanding (150,000,000 shares authorized)  $118,349,286 
Total distributable earnings (loss)   24,460,935 
Net Assets (net asset value per share - $13.60)  $142,810,221 
Investments at identified cost  $113,306,211 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  13

 

 

 

 

 

Royce Global Value Trust Year Ended December 31, 2019

 

 

Statement of Operations

 

INVESTMENT INCOME:   
INCOME:   
Dividends  $2,682,323 
Foreign withholding tax   (223,760)
Interest   19,875 
Rehypothecation income   7,391 
Total income   2,485,829 
EXPENSES:     
Investment advisory fees   1,267,202 
Interest expense   265,899 
Custody and transfer agent fees   93,896 
Stockholder reports   78,926 
Professional fees   68,177 
Administrative and office facilities   66,454 
Directors’ fees   31,990 
Other expenses   28,976 
Total expenses   1,901,520 
Compensating balance credits   (174)
Net expenses   1,901,346 
Net investment income (loss)   584,483 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:     
NET REALIZED GAIN (LOSS):     
Investments   5,485,933 
Foreign currency transactions   (55,074)
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):     
Investments   27,918,834 
Other assets and liabilities denominated in foreign currency   4,536 
Net realized and unrealized gain (loss) on investments and foreign currency   33,354,229 
NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS  $33,938,712 

 

14  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

Royce Global Value Trust

 

 

Statement of Changes in Net Assets

 

   YEAR ENDED 12/31/19  YEAR ENDED 12/31/18
       
INVESTMENT OPERATIONS:          
Net investment income (loss)  $584,483   $386,440 
Net realized gain (loss) on investments and foreign currency   5,430,859    4,457,193 
Net change in unrealized appreciation (depreciation) on investments and foreign currency   27,923,370    (25,870,375)
Net increase (decrease) in net assets from investment operations   33,938,712    (21,026,742)
DISTRIBUTIONS:          
Total distributable earnings   (628,921)   (418,468)
Total distributions   (628,921)   (418,468)
CAPITAL STOCK TRANSACTIONS:          
Reinvestment of distributions   246,799    172,659 
Total capital stock transactions   246,799    172,659 
Net Increase (Decrease) In Net Assets   33,556,590    (21,272,551)
NET ASSETS:          
Beginning of year   109,253,631    130,526,182 
End of year  $142,810,221   $109,253,631 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  15

 

 

 

 

 

Royce Global Value Trust Year Ended December 31, 2019

 

 

Statement of Cash Flows

 

CASH FLOWS FROM OPERATING ACTIVITIES:   
Net increase (decrease) in net assets from investment operations  $33,938,712 
Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:     
Purchases of long-term investments   (61,642,151)
Proceeds from sales and maturities of long-term investments   69,164,735 
Net purchases, sales and maturities of short-term investments   (7,711,000)
Net (increase) decrease in dividends and interest receivable and other assets   (4,394)
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities   25,150 
Net change in unrealized appreciation (depreciation) on investments   (27,918,834)
Net realized gain (loss) on investments   (5,485,933)
Net cash provided by operating activities   366,285 
CASH FLOWS FROM FINANCING ACTIVITIES:     
Distributions   (628,921)
Reinvestment of distributions   246,799 
Net cash used for financing activities   (382,122)
INCREASE (DECREASE) IN CASH:   (15,837)
Cash and foreign currency at beginning of year   16,334 
Cash and foreign currency at end of year  $497 

 

Supplemental disclosure of cash flow information:

For the year ended December 31, 2019, the Fund paid $249,504 in interest expense.

 

16  |  2019 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 Fund’s performance for the periods presented.

 

   YEARS ENDED
    12/31/19    12/31/18    12/31/17    12/31/16    12/31/15 
Net Asset Value, Beginning of Period  $10.42   $12.48   $9.62   $8.81   $9.25 
INVESTMENT OPERATIONS:                         
Net investment income (loss)   0.06    0.04    0.02    0.06    0.10 
Net realized and unrealized gain (loss) on investments and foreign currency   3.18    (2.06)   2.96    0.90    (0.43)
Net increase (decrease) in net assets from investment operations   3.24    (2.02)   2.98    0.96    (0.33)
DISTRIBUTIONS:                         
Net investment income   (0.06)   (0.04)   (0.11)   (0.14)   (0.10)
Net realized gain on investments and foreign currency                    
Total distributions   (0.06)   (0.04)   (0.11)   (0.14)   (0.10)
CAPITAL STOCK TRANSACTIONS:                         
Effect of reinvestment of distributions by Common Stockholders   (0.00)   (0.00)   (0.01)   (0.01)   (0.01)
Total capital stock transactions   (0.00)   (0.00)   (0.01)   (0.01)   (0.01)
Net Asset Value, End of Period  $13.60   $10.42   $12.48   $9.62   $8.81 
Market Value, End of Period  $11.69   $8.88   $10.81   $8.04   $7.45 
TOTAL RETURN:1                         
Net Asset Value   31.20%   (16.11)%   31.07%   11.12%   (3.44)%
Market Value   32.33%   (17.50)%   35.96%   9.77%   (6.06)%
RATIOS BASED ON AVERAGE NET ASSETS:                         
Investment advisory fee expense   1.00%   1.25%   1.25%   1.25%   1.25%
Other operating expenses   0.50%   0.49%   0.42%   0.46%   0.43%
Total expenses (net)   1.50%   1.74%   1.67%   1.71%   1.68%
Expenses excluding interest expense   1.29%   1.53%   1.52%   1.57%   1.58%
Expenses prior to balance credits   1.50%   1.74%   1.67%   1.71%   1.68%
Net investment income (loss)   0.46%   0.30%   0.21%   0.69%   1.03%
SUPPLEMENTAL DATA:                         
Net Assets, End of Period (in thousands)  $142,810   $109,254   $130,526   $100,228   $91,174 
Portfolio Turnover Rate   48%   57%   34%   59%   65%
REVOLVING CREDIT AGREEMENT:                         
Asset coverage   1885%   1466%   1732%   1353%   1240%
Asset coverage per $1,000   18,851    14,657    17,316    13,528    12,397 

 

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 Fund’s Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Fund’s net asset value is used on the purchase, sale and dividend reinvestment dates instead of market value.

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  17

 

 

 

 

 

Royce Global Value Trust

 

Notes to Financial Statements

 

Summary of Significant Accounting Policies 

Royce 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.”

Royce & Associates, LP, the Fund’s investment adviser, primarily conducts business using the name Royce Investment Partners (“Royce”). 

 

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 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. 

Various inputs are used in determining the value of the Fund’s 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 Fund’s investments as of December 31, 2019. 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 $142,169,525 $                 – $      0 $142,169,525
Preferred Stocks 916,384 916,384
Repurchase Agreement 8,353,000 8,353,000

 

Level 3 Reconciliation:

  

  BALANCE AS OF 12/31/18 PURCHASES SALES REALIZED GAIN (LOSS)

UNREALIZED GAIN 

(LOSS)1 

BALANCE AS OF 12/31/19
Common Stocks $ 42,261 $ – $ – $ – $ (42,261) $ 0

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.

 

18  |  2019 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 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. The remaining contractual maturity of the repurchase agreement held by the Fund at December 31, 2019 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 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, other than investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates. 

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments. 

 

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 gains in 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. 

 

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 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 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 custodian's fee is paid indirectly by credits earned on the Fund's 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 21,442 and 20,315 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2019 and December 31, 2018, respectively. 

 

2019 Annual Report to Stockholders  |  19

 

 

 

 

 

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 179-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 Fund’s 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, 2019, the Fund has outstanding borrowings of $8,000,000. During the year ended December 31, 2019, the Fund borrowed an average daily balance of $8,000,000 at a weighted average borrowing cost of 3.28%. The maximum amount outstanding during the year ended December 31, 2019, was $8,000,000. As of December 31, 2019, the aggregate value of rehypothecated securities was $4,752,843. During the year ended December 31, 2019, the Fund earned $7,391 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 1.00% of the Fund’s average daily net assets. For the year ended December 31, 2019, the Fund expensed Royce investment advisory fees totaling $1,267,202.

 

Purchases and Sales of Investment Securities: 

For the year ended December 31, 2019, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $62,070,572 and $67,386,736, 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. The Fund’s Chief Compliance Officer reviews such transactions each quarter for compliance with the requirements and restrictions set forth by Rule 17a-7, and reports the results of her review to the Board of Directors. Cross trades for the year ended December 31, 2019, were as follows: 

 

COSTS OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS)
$1,082,315 $699,687 $55,743

  

20  |  2019 Annual Report to Stockholders

 

 

 

 

 

Royce Global Value Trust

 

Notes to Financial Statements (continued)

 

Tax Information: 

Distributions during the years ended December 31, 2019 and 2018, were characterized as follows for tax purposes: 

 

ORDINARY INCOME LONG-TERM CAPITAL GAINS RETURN OF CAPITAL
2019 2018 2019 2018 2019 2018
$580,547 $418,468 $ – $ – $48,374 $ –

 

The tax basis components of distributable earnings at December 31, 2019, were as follows: 

 

UNDISTRIBUTED  ORDINARY INCOME  UNDISTRIBUTED LONG-TERM  CAPITAL GAINS OR  (CAPITAL LOSS CARRYFORWARD) NET UNREALIZED  APPRECIATION  (DEPRECIATION)1 QUALIFIED LATE YEAR  ORDINARY AND  POST-OCTOBER LOSS  DEFERRALS2 TOTAL  DISTRIBUTABLE  EARNINGS CAPITAL LOSS  CARRYFORWARD  UTILIZED
$ - $(5,152,012) $29,707,603 $(94,656) $24,460,935 $(6,161,127)

  

1Includes timing differences on foreign currency, investments in publicly traded partnerships, recognition of losses on securities sold and mark-to-market of Passive Foreign Investment Companies.
2Under the current tax law, capital losses and qualified late year ordinary losses incurred after October 31 may be deferred and treated as occurring on the first day of the following fiscal year.

 

For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. For the year ended December 31, 2019, the Fund recorded the following permanent reclassifications, which relate primarily to non-deductible excise taxes paid and return of capital distributions. 

 

TOTAL DISTRIBUTABLE EARNINGS (LOSS) PAID-IN CAPITAL
$50,917 $(50,917)

  

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (2016-2019) and has concluded that as of December 31, 2019, no provision for income tax is required in the Fund’s financial statements.

 

Subsequent Events: 

On February 18, 2020, Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, announced that it had entered into a definitive agreement to acquire Legg Mason, Inc., the parent company of Royce. This transaction is subject to approval by Legg Mason’s shareholders and is expected to close no later than the third quarter of 2020. Royce will continue to operate as an independent investment organization with its own brand. There are no changes planned to the management of the organization or investment teams at Royce as a result of this transaction. Stockholders of Royce Global Value Trust are expected to be asked to approve a new investment advisory agreement with Royce due to the change of control resulting from the transaction. 

 

2019 Annual Report to Stockholders  |  21

 

 

 

 

 

Report of Independent Registered Public Accounting Firm 

 

To the Board of Directors and Stockholders of Royce Global Value Trust, Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Royce Global Value Trust, Inc. (the "Fund") as of December 31, 2019, the related statements of operations and cash flows for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019 and the financial highlights for each of the five years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

  

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

  

/s/PricewaterhouseCoopers LLP 

New York, New York 

February 21, 2020

 

We have served as the auditor of one or more investment companies in the Royce investment company group since at least 1967. We have not been able to determine the specific year we began serving as auditor.

  

22  |  2019 Annual Report to Stockholders

 

 

 

 

 

 

This page is intentionally left blank. 

 

2019 Annual Report to Stockholders  |  23 

 

 

 

 

 

MANAGERS’ DISCUSSION (UNAUDITED)

 

Royce Micro-Cap Trust (RMT)

 

(GRAPHIC) 

Chuck Royce
Brendan Hartmann, Chris Flynn,
Jim Stoeffel

 

FUND PERFORMANCE

Royce Micro-Cap Trust (“RMT”) advanced 22.4% on an NAV (net asset value) basis and 24.8% based on market price compared to respective gains of 22.4% and 25.5% for RMT’s unleveraged benchmarks, the Russell Microcap and Russell 2000 Indexes, for the same period. The Fund also outpaced the Russell Microcap on an NAV and market price basis for the three- and 15-year periods ended 12/31/19 while beating the micro-cap index on a market price basis for the 10-year period as well.

 

WHAT WORKED... AND WHAT DIDN’T

Ten of RMT’s 11 equity sectors finished 2019 in the black, with its two largest—Information Technology and Industrials—making the biggest positive impact, followed by Health Care. Communication Services was the only sector that detracted from 2019 results while the smallest contributions came from Utilities and Real Estate. At the industry level, semiconductors & semiconductor equipment (Information Technology) had an outsized positive effect despite not having a single holding among the Fund’s top five contributors. Machinery (Industrials) and metals & mining (Materials) also made notable positive contributions while the most significant detractors at the industry level were media and interactive media & services (both in Communication Services), followed by textiles, apparel & luxury goods (Consumer Discretionary).

The Fund’s top contributor was CIRCOR International, a machinery company that makes precision valves. Its shares rose sharply after it received a takeover offer from a larger industrial company in May, which was rescinded in July. The company then reported favorable results in August, driven by new and existing platform growth across both its defense and commercial business sectors as well as margin expansion from volume, price, and low cost manufacturing initiatives. Zealand Pharma, which focuses on developing peptide-based therapeutics for metabolic and gastrointestinal diseases, was another notable contributor. The company’s two latest stage products targeting short bowel system and hypoglycemia in diabetics had positive results during the year. Zealand Pharma also completed its first ever acquisition, buying Encycle Therapeutics in October. National Research provides survey-based performance measurement, analysis, and tracking services to the healthcare industry. High demand helped to increase sales, keep earnings steady, and allow for an optimistic outlook for 2020.

The biggest detractor at the position level was comScore, which provides digital marketing intelligence that helps its customers make business decisions and implement digital strategies. The firm faced accounting issues that led to two shakeups in upper management before the firm announced in August that it was exploring strategic alternatives to maximize shareholder value, including the potential sale of the company. The possibility of a profitable acquisition informed our decision to hold our shares at year-end. Red Lion Hotels was hurt in its efforts to transition from company-owned hotels to a franchise model. Selling its company-owned units took longer than anticipated, and Red Lion experienced greater-than-expected attrition in its newly acquired franchisees—factors that led us to begin reducing our position in November. Shares of biotech company Zafgen have yet to recover from a November 2018 FDA decision to put its major drug on a clinical hold amid safety concerns.

Relative to the Russell 2000, both stock selection and sector allocation hampered performance, with the first having the greater negative impact. Ineffective stock picks in Communication Services and Consumer Discretionary hurt most, while the Fund’s cash position also hindered results. At the industry level, poor stock picks in the media group (Communication Services) detracted most by a wide margin, followed by capital markets (Financials)—where stock selection had the biggest negative impact—and health care equipment & supplies (Health Care), where both our underweight and stock picks detracted. Conversely, savvy stock selection drove relative outperformance in the Energy, Information Technology, and Materials sectors. Successful stock picking in the oil, gas & consumable fuels group (Energy) and our greater exposure to semiconductors & semiconductor equipment (Information Technology) helped most versus the Russell 2000 at the industry level, as did better stock picking in metals & mining (Materials).

 

             
  Top Contributors to Performance   Top Detractors from Performance  
  For 2019 (%)1     For 2019 (%)2    
  CIRCOR International 1.10   comScore -0.72  
  Zealand Pharma 1.07   Red Lion Hotels -0.43  
  National Research 0.60   Zafgen -0.36  
  Impala Platinum Holdings 0.60   Infrastructure and Energy Alternatives -0.36  
  Solium Capital 0.55   YGM Trading -0.25  
  1 Includes dividends     2 Net of dividends    
             

 

CURRENT POSITIONING AND OUTLOOK

The backdrop looks quite favorable to us for solid to strong micro-cap performance in the months ahead. We have previously cited four favorable factors in the current market environment—low inflation, modest valuations, moderate growth, and ample access to capital. Each of these remains present and suggests that micro-cap returns can go higher. We see a global economy that’s showing signs of renewed life, an ISM Manufacturing Index that’s been incrementally rising (despite December’s setback), and, most important, valuations that range from reasonable to attractive among the many cyclical areas that we typically like best. Our focus has been on those areas that either didn’t participate in 2019’s upswing or trailed significantly, including several cyclical stocks at the larger end of our selection universe, an area that lagged meaningfully prior to 2019’s fourth quarter.

 

24  |  2019 Annual Report to Stockholders

 

 

 

 

 

PERFORMANCE AND PORTFOLIO REVIEW (UNAUDITED) SYMBOLS   MARKET PRICE RMT   NAV XOTCX

 

 

Performance
Average Annual Total Return (%) Through 12/31/19

 

                  SINCE INCEPTION
  JUL-DEC 20191 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR (12/14/93)
RMT (NAV) 7.47 22.44 8.39 6.52 11.06 7.60 9.84 10.76 10.53

1 Not Annualized

 

 

Market Price Performance History Since Inception (12/14/93)
Cumulative Performance of Investment1

 

  1-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (12/14/93)
RMT 24.8% 36.8% 205.9% 150.5% 608.7% 1068.3%

 

(GRAPHIC) 

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 Fund’s 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.

 

 

Morningstar Style Map™ As of 12/31/19

 

(GRAPHIC) 

 

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 fund’s investment strategy. The Morningstar Ownership Zone provides detail about a portfolio’s investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a fund’s ownership zone may vary. See page 66 for additional information.

 

 

Top 10 Positions
% of Net Assets

Mesa Laboratories 3.2
PAR Technology 1.8
Sandstorm Gold 1.5
FARO Technologies 1.4
Zealand Pharma 1.4
Major Drilling Group International 1.3
Kadant 1.3
Seneca Foods 1.2
Onto Innovation 1.2
Atrion Corporation 1.1

 

 

Portfolio Sector Breakdown
% of Net Assets

Industrials 20.9
Information Technology 19.3
Health Care 14.5
Financials 11.8
Consumer Discretionary 11.5
Energy 8.4
Materials 6.5
Communication Services 2.9
Real Estate 2.4
Consumer Staples 2.1
Utilities 0.7
Outstanding Line of Credit, Net of Cash and Cash Equivalents -1.0

 

 

Calendar Year Total Returns (%)

YEAR RMT
2019 22.4
2018 -11.6
2017 17.7
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

 

 

Portfolio Diagnostics

Fund Net Assets $405 million
Number of Holdings 312
Turnover Rate 15%
Net Asset Value $9.63
Market Price $8.54
Net Leverage1 1.0%
Average Market Capitalization2 $501 million
Weighted Average P/B Ratio3 2.0x
Active Share4 96%
U.S. Investments (% of Net Assets) 78.4%
Non-U.S. Investments (% of Net Assets) 22.6%

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 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.

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 portfolio’s share in the earnings or book value, as the case may be, of its underlying stocks.

4Active 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 Fund’s 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.royceinvest.com. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/14 and 6/30/19 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 Fund’s 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 Fund’s 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 above, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Fund’s year-to-date performance for 2019.

 

2019 Annual Report to Stockholders  |  25

 

 

 

 

 

Royce Micro-Cap Trust

 

 

Schedule of Investments
Common Stocks – 101.0%

 

   SHARES  VALUE
       
COMMUNICATION SERVICES – 2.9%          
DIVERSIFIED TELECOMMUNICATION SERVICES - 0.1%          
ORBCOMM 1   65,000   $273,650 
ENTERTAINMENT - 0.8%          
Chicken Soup For The Soul Entertainment Cl. A 1   314,500    2,516,000 
Gaia Cl. A 1,2,3   100,000    799,000 
         3,315,000 
INTERACTIVE MEDIA & SERVICES - 1.5%          
Care.com 1,2,3   186,787    2,807,409 
QuinStreet 1   220,700    3,378,917 
         6,186,326 
MEDIA - 0.5%          
comScore 1   297,195    1,468,143 
Gannett Company   66,200    422,356 
         1,890,499 
Total (Cost $13,106,828)        11,665,475 
           
CONSUMER DISCRETIONARY – 11.5%          
AUTO COMPONENTS - 1.9%          
Fox Factory Holding 1   5,300    368,721 
Motorcar Parts of America 1   54,800    1,207,244 
Sebang Global Battery   50,500    1,628,821 
Standard Motor Products   50,860    2,706,769 
Stoneridge 1,2,3   56,100    1,644,852 
         7,556,407 
DISTRIBUTORS - 0.2%          
Weyco Group 2   36,300    960,135 
DIVERSIFIED CONSUMER SERVICES - 2.0%          
Aspen Group 1   141,520    1,132,160 
Collectors Universe 2,3   98,900    2,279,645 
Park Lawn   50,000    1,127,796 
Universal Technical Institute 1   445,000    3,430,950 
         7,970,551 
HOTELS, RESTAURANTS & LEISURE - 2.0%          
Century Casinos 1   222,500    1,762,200 
Inspired Entertainment 1   50,000    337,500 
Lindblad Expeditions Holdings 1   280,968    4,593,827 
Red Lion Hotels 1   324,671    1,211,023 
         7,904,550 
HOUSEHOLD DURABLES - 1.2%          
Cavco Industries 1,2,3   8,600    1,680,268 
Flexsteel Industries 2   16,100    320,712 
Legacy Housing 1   100,000    1,664,000 
Lifetime Brands 2,3   119,294    829,093 
Universal Electronics 1   6,100    318,786 
         4,812,859 
INTERNET & DIRECT MARKETING RETAIL - 1.4%          
Gue Liquidation Companies 1,4   67,200    0 
Real Matters 1   255,000    2,419,314 
Rubicon Project (The) 1   240,000    1,958,400 
Stamps.com 1   11,700    977,184 
Yatra Online 1   105,000    330,750 
         5,685,648 
LEISURE PRODUCTS - 0.6%          
Clarus Corporation   174,926    2,371,997 
MasterCraft Boat Holdings 1   10,200    160,650 
         2,532,647 
SPECIALTY RETAIL - 1.4%          
AutoCanada   440,000    4,198,221 
Barnes & Noble Education 1   80,000    341,600 

Destination XL Group 1   50,000   64,000 
Lazydays Holdings 1   30,000    129,300 
MarineMax 1   8,800    146,872 
Shoe Carnival 2   17,016    634,357 
Stage Stores 1,2,3   15,000    121,800 
         5,636,150 
TEXTILES, APPAREL & LUXURY GOODS - 0.8%          
Crown Crafts   112,159    689,778 
J.G. Boswell Company 5   2,490    1,494,000 
YGM Trading   2,564,600    1,250,655 
         3,434,433 
Total (Cost $45,678,017)        46,493,380 
           
CONSUMER STAPLES – 2.1%          
BEVERAGES - 0.2%          
Crimson Wine Group 1,5   58,124    430,117 
Eastside Distilling 1   23,000    67,850 
Primo Water 1   40,400    453,490 
         951,457 
FOOD PRODUCTS - 1.8%          
Farmer Bros. 1,2,3   31,300    471,378 
John B Sanfilippo & Son 2   7,900    721,112 
Landec Corporation 1,2,3   75,610    855,149 
RiceBran Technologies 1   50,000    73,500 
Seneca Foods Cl. A 1,2   81,087    3,307,539 
Seneca Foods Cl. B 1   40,400    1,656,400 
SunOpta 1   50,000    125,000 
         7,210,078 
HOUSEHOLD PRODUCTS - 0.1%          
Central Garden & Pet 1   12,000    372,840 
Total (Cost $5,390,899)        8,534,375 
           
ENERGY – 8.4%          
ENERGY EQUIPMENT & SERVICES - 4.6%          
Aspen Aerogels 1   101,785    789,851 
CARBO Ceramics 1,2,3,5   169,038    39,741 
CES Energy Solutions   25,000    44,858 
Computer Modelling Group   639,775    4,049,864 
Dawson Geophysical 1   77,336    185,606 
Era Group 1,2,3   383,700    3,902,229 
Geospace Technologies 1,2   9,500    159,315 
Hornbeck Offshore Services 1,2,5   460,000    48,346 
Independence Contract Drilling 1   100,000    99,680 
Matrix Service 1,2,3   28,700    656,656 
Nabors Industries   34,000    97,920 
Newpark Resources 1   68,200    427,614 
North American Construction Group   50,000    606,000 
Pason Systems   221,000    2,231,189 
Profire Energy 1   175,000    253,750 
SEACOR Marine Holdings 1,2   216,957    2,991,837 
TerraVest Industries   209,000    2,092,334 
         18,676,790 
OIL, GAS & CONSUMABLE FUELS - 3.8%          
Ardmore Shipping 1   161,300    1,459,765 
Dorchester Minerals L.P.   153,963    3,003,818 
Dorian LPG 1   163,138    2,525,376 
GeoPark   86,971    1,922,059 
Navigator Holdings 1   175,000    2,357,250 

 

26  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

December 31, 2019

 

 

Schedule of Investments (continued)

 

   SHARES  VALUE
       
ENERGY (continued)          
OIL, GAS & CONSUMABLE FUELS (continued)          
Ring Energy 1   50,000   $132,000 
Sabine Royalty Trust 2   59,548    2,399,784 
StealthGas 1   229,664    787,748 
Teekay Offshore Partners L.P. 1,2,3   405,877    625,051 
         15,212,851 
Total (Cost $36,021,277)        33,889,641 
           
FINANCIALS – 11.8%          
BANKS - 1.5%          
Bryn Mawr Bank   25,000    1,031,000 
Caribbean Investment Holdings 1   735,635    326,431 
Chemung Financial   31,000    1,317,500 
Fauquier Bankshares 2   133,200    2,829,168 
Live Oak Bancshares 2   30,900    587,409 
Midway Investments 1,4   735,647    0 
         6,091,508 
CAPITAL MARKETS - 7.0%          
ASA Gold and Precious Metals   171,150    2,332,775 
Ashford 1   10,000    236,000 
B. Riley Financial   27,500    692,450 
Bolsa Mexicana de Valores   1,068,000    2,348,668 
Canaccord Genuity Group   203,300    757,747 
Donnelley Financial Solutions 1   50,000    523,500 
Fiera Capital Cl. A   78,000    703,385 
GAIN Capital Holdings 2   25,000    98,750 
GMP Capital   292,800    435,181 
Great Elm Capital Group 1   566,700    1,892,778 
INTL FCStone 1,2   69,327    3,385,237 
JZ Capital Partners 1   50,000    203,988 
Manning & Napier Cl. A   136,600    237,684 
MVC Capital   219,900    2,016,483 
Portman Ridge Finance   22,039    46,723 
Pzena Investment Management Cl. A   6,100    52,582 
Queen City Investments 5   203    203,000 
Silvercrest Asset Management Group Cl. A   203,300    2,557,514 
Sprott   1,764,533    4,049,369 
U.S. Global Investors Cl. A 2   439,454    632,814 
Urbana Corporation   237,600    525,133 
Value Line 2,3   74,574    2,155,934 
Vostok New Ventures SDR   100,000    671,553 
Warsaw Stock Exchange   52,900    547,977 
Westaim Corporation 1   500,000    1,020,369 
         28,327,594 
CONSUMER FINANCE - 0.4%          
Currency Exchange International 1   7,000    97,031 
EZCORP Cl. A 1,2,3   201,000    1,370,820 
         1,467,851 
DIVERSIFIED FINANCIAL SERVICES - 0.6%          
ECN Capital   556,000    2,050,934 
Waterloo Investment Holdings 1,4   806,000    241,800 
         2,292,734 
INSURANCE - 1.3%          
Hallmark Financial Services 1,2   114,000    2,002,980 
Health Insurance Innovations Cl. A 1,2,3   13,600    262,344 
Trupanion 1,2,3   82,300    3,082,958 
         5,348,282 
INVESTMENT COMPANIES - 1.0%          
GS Acquisition Holdings Cl. A 1   200,000    2,206,000 
Oaktree Acquisition (Units) 1   200,000   2,030,000 
         4,236,000 
Total (Cost $47,710,009)        47,763,969 
           
HEALTH CARE – 14.5%          
BIOTECHNOLOGY - 2.6%          
Abeona Therapeutics 1,2,3   142,221    465,063 
AMAG Pharmaceuticals 1   5,000    60,850 
Arcturus Therapeutics Holdings 1   106,436    1,156,959 
BioSpecifics Technologies 1   8,900    506,766 
CareDx 1   16,700    360,219 
Idera Pharmaceuticals 1   58,061    105,671 
Neoleukin Therapeutics 1,2   145,397    1,791,291 
Theratechnologies 1   10,000    32,806 
Zafgen 1,2,3   336,781    373,827 
Zealand Pharma 1   153,015    5,406,866 
Zealand Pharma ADR 1   10,000    332,000 
         10,592,318 
HEALTH CARE EQUIPMENT & SUPPLIES - 7.1%          
Apyx Medical 1   11,700    98,982 
AtriCure 1,2,3   15,000    487,650 
Atrion Corporation 2   6,169    4,636,003 
Chembio Diagnostics 1   197,400    900,144 
CryoLife 1   4,600    124,614 
GenMark Diagnostics 1   31,100    149,591 
LeMaitre Vascular   5,000    179,750 
Mesa Laboratories 2   52,000    12,968,800 
OraSure Technologies 1,2,3   50,000    401,500 
OrthoPediatrics Corporation 1   6,500    305,435 
Oxford Immunotec Global 1   5,200    86,320 
Semler Scientific 1,5   22,400    1,075,200 
STRATEC   14,000    957,932 
Surmodics 1,2   73,800    3,057,534 
TearLab Corporation 1,5   8,500    332 
Utah Medical Products   33,000    3,560,700 
         28,990,487 
HEALTH CARE PROVIDERS & SERVICES - 2.1%          
AAC Holdings 1,5   89,400    48,267 
BioTelemetry 1   17,279    800,017 
CRH Medical 1   475,000    1,646,067 
Cross Country Healthcare 1   130,800    1,519,896 
National Research 2   51,868    3,420,176 
PetIQ Cl. A 1,2,3   25,000    626,250 
Psychemedics Corporation 2   37,500    343,125 
         8,403,798 
HEALTH CARE TECHNOLOGY - 1.2%          
Simulations Plus 2   80,670    2,345,077 
Tabula Rasa HealthCare 1,2,3   38,400    1,869,312 
Vocera Communications 1   33,100    687,156 
         4,901,545 
LIFE SCIENCES TOOLS & SERVICES - 0.8%          
Harvard Bioscience 1   28,300    86,315 
Quanterix Corporation 1   129,200    3,052,996 
         3,139,311 
PHARMACEUTICALS - 0.7%          
Agile Therapeutics 1,2,3   80,000    200,000 
Correvio Pharma 1   101,100    41,451 
Knight Therapeutics 1   187,000    1,091,571 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  27

 

 

 

 

 

Royce Micro-Cap Trust 

 

Schedule of Investments (continued)          
           
   SHARES   VALUE 
           
HEALTH CARE (continued)          
PHARMACEUTICALS (continued)          
Theravance Biopharma 1,2,3   59,009   $1,527,743 
         2,860,765 
Total (Cost $36,547,192)        58,888,224 
           
INDUSTRIALS – 20.9%          
AEROSPACE & DEFENSE - 1.6%          
Astronics Corporation 1   7,229    202,051 
CPI Aerostructures 1   171,800    1,156,214 
Innovative Solutions and Support 1   78,828    460,356 
SIFCO Industries 1   45,800    180,910 
Virgin Galactic Holdings 1,2   388,850    4,491,217 
         6,490,748 
BUILDING PRODUCTS - 1.3%          
Burnham Holdings Cl. A 5   117,000    1,649,700 
CSW Industrials   20,000    1,540,000 
DIRTT Environmental Solutions 1   96,000    314,197 
Insteel Industries 2   44,200    949,858 
Patrick Industries   17,250    904,417 
         5,358,172 
COMMERCIAL SERVICES & SUPPLIES - 2.0%          
Acme United   25,000    594,750 
Atento 1   109,300    314,784 
Civeo Corporation 1   150,000    193,500 
CompX International Cl. A   500    7,295 
Heritage-Crystal Clean 1,2,3   129,501    4,062,446 
Hudson Technologies 1   50,000    48,875 
PICO Holdings 1,2,3   121,200    1,347,744 
Team 1,2,3   93,300    1,490,001 
         8,059,395 
CONSTRUCTION & ENGINEERING - 3.1%          
Ameresco Cl. A 1   231,400    4,049,500 
Construction Partners Cl. A 1   88,200    1,487,934 
Granite Construction   13,500    373,545 
IES Holdings 1,2   141,800    3,638,588 
Infrastructure and Energy Alternatives 1   275,100    885,822 
Northwest Pipe 1,2,3   59,400    1,978,614 
         12,414,003 
ELECTRICAL EQUIPMENT - 1.1%          
American Superconductor 1   47,525    373,071 
Encore Wire 2   3,307    189,822 
LSI Industries   415,740    2,515,227 
Powell Industries 2   21,400    1,048,386 
Power Solutions International 1,2,5   21,100    166,690 
Revolution Lighting Technologies 1,2,5   81,200    4,060 
         4,297,256 
INDUSTRIAL CONGLOMERATES - 0.7%          
Raven Industries 2   83,600    2,880,856 
MACHINERY - 6.2%          
CIRCOR International 1   70,200    3,246,048 
Exco Technologies   72,900    445,186 
Graham Corporation 2,3   93,150    2,038,122 
Helios Technologies 2   50,000    2,311,500 
Hurco Companies 2   36,866    1,414,180 
Kadant 2   48,800    5,140,592 
Kornit Digital 1   4,800    164,304 
L.B. Foster Company 1,2   95,300    1,846,914 
Lindsay Corporation 2,3   32,600    3,129,274 
Luxfer Holdings 2   72,612    1,344,048 

Lydall 1   31,700   650,484 
NN 1   90,600    838,050 
Spartan Motors   17,200    310,976 
Titan International   212,200    768,164 
Twin Disc 1   4,300    47,386 
Wabash National   6,400    94,016 
Westport Fuel Systems 1   491,100    1,163,907 
         24,953,151 
MARINE - 1.8%          
Algoma Central   40,000    401,679 
Clarkson   109,900    4,403,599 
Eagle Bulk Shipping 1   570,000    2,622,000 
         7,427,278 
PROFESSIONAL SERVICES - 0.8%          
Acacia Research 1,2   190,000    505,400 
Barrett Business Services   2,000    180,920 
Franklin Covey 1,2   40,100    1,292,423 
GP Strategies 1   32,500    429,975 
InnerWorkings 1   25,000    137,750 
Kforce 2   2,800    111,160 
Resources Connection   39,300    641,769 
         3,299,397 
ROAD & RAIL - 0.6%          
Marten Transport   2,500    53,725 
Patriot Transportation Holding 1,2   55,764    1,086,283 
Universal Logistics Holdings 2   75,200    1,425,792 
         2,565,800 
TRADING COMPANIES & DISTRIBUTORS - 1.7%          
EVI Industries 1,2,3   131,582    3,557,977 
Houston Wire & Cable 1   331,418    1,461,554 
Lawson Products 1   2,200    114,620 
Transcat 1   48,400    1,542,024 
         6,676,175 
Total (Cost $72,140,206)        84,422,231 
           
INFORMATION TECHNOLOGY – 19.3%          
COMMUNICATIONS EQUIPMENT - 0.9%          
Clearfield 1   85,200    1,187,688 
Digi International 1   38,900    689,308 
Ituran Location and Control   50,000    1,256,500 
PCTEL   34,100    288,827 
         3,422,323 
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 6.1%          
Bel Fuse Cl. A   67,705    1,083,280 
Fabrinet 1   2,200    142,648 
FARO Technologies 1,2,3   114,600    5,770,110 
Firan Technology Group 1   25,000    78,357 
Genasys 1   75,100    245,577 
HollySys Automation Technologies   51,900    851,679 
LightPath Technologies Cl. A 1   100,000    72,500 
Luna Innovations 1   23,500    171,315 
nLIGHT 1,2,3   227,800    4,619,784 
Novanta 1   3,400    300,696 
PAR Technology 1,2,3   233,224    7,169,306 
PC Connection 2   33,416    1,659,438 
Perceptron 1   19,000    104,500 
Richardson Electronics   316,900    1,784,147 
SMTC 1   65,715    222,774 

 

28 | 2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

  

 

 

 

 

December 31, 2019 

 

Schedule of Investments (continued)        
         
   SHARES   VALUE 
         
INFORMATION TECHNOLOGY (continued)        
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS (continued)          
Vishay Precision Group 1   15,000   $510,000 
         24,786,111 
IT SERVICES - 0.4%          
Computer Task Group 1   84,800    439,264 
Hackett Group (The) 2   27,700    447,078 
USA Technologies 1,2,5   90,500    669,700 
         1,556,042 
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 7.7%          
Adesto Technologies 1   236,500    2,010,250 
Alpha & Omega Semiconductor 1   17,900    243,798 
Amtech Systems 1,2   92,184    660,037 
AXT 1   100,000    435,000 
Brooks Automation 2   52,100    2,186,116 
Camtek   93,700    1,014,771 
Cohu   38,790    886,351 
CyberOptics Corporation 1   50,300    924,514 
Everspin Technologies 1   5,900    31,034 
FormFactor 1   22,869    593,908 
Ichor Holdings 1   24,900    828,423 
Kulicke & Soffa Industries 2   77,200    2,099,840 
NeoPhotonics Corporation 1,2,3   98,600    869,652 
Nova Measuring Instruments 1,2   73,900    2,795,637 
Onto Innovation 1,2,3   133,150    4,865,301 
PDF Solutions 1   189,700    3,204,033 
Photronics 1   218,700    3,446,712 
Silicon Motion Technology ADR   36,100    1,830,631 
Ultra Clean Holdings 1,2,3   77,500    1,818,925 
Veeco Instruments 1,2   17,500    256,988 
         31,001,921 
SOFTWARE - 3.1%          
Agilysys 1   90,000    2,286,900 
American Software Cl. A   120,352    1,790,838 
Digital Turbine 1   100,000    713,000 
Model N 1   50,000    1,753,500 
OneSpan 1   5,600    95,872 
Optiva 1   28,000    1,121,251 
QAD Cl. A   23,687    1,206,379 
RealNetworks 1   100,171    120,205 
SeaChange International 1   50,000    209,500 
SharpSpring 1   110,000    1,261,700 
Upland Software 1   60,300    2,153,313 
         12,712,458 
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 1.1%          
AstroNova   37,300    511,756 
Intevac 1   539,400    3,808,164 
TransAct Technologies   28,600    313,742 
         4,633,662 
Total (Cost $60,189,782)        78,112,517 
           
MATERIALS – 6.5%          
CHEMICALS - 1.1%          
Balchem Corporation   3,250    330,298 
LSB Industries 1   135,800    570,360 
OMNOVA Solutions 1   25,000    252,750 
Quaker Chemical 2,3   14,400    2,369,088 
Rayonier Advanced Materials 1   50,000    192,000 
Trecora Resources 1   89,600    640,640 
         4,355,136 

  

CONSTRUCTION MATERIALS - 0.2%          
Monarch Cement 5   16,303   984,701 
CONTAINERS & PACKAGING - 0.4%          
UFP Technologies 1   36,445    1,808,036 
METALS & MINING - 4.8%          
Alamos Gold Cl. A   261,044    1,574,044 
Ampco-Pittsburgh 1   79,002    237,796 
Haynes International 2   38,000    1,359,640 
Imdex   650,666    673,492 
MAG Silver 1   154,050    1,823,952 
Major Drilling Group International 1   1,204,084    5,257,523 
Olympic Steel   35,000    627,200 
Pretium Resources 1   80,000    890,223 
Sandstorm Gold 1   810,000    6,034,500 
Universal Stainless & Alloy Products 1,2   33,620    500,938 
Victoria Gold 1   59,333    388,380 
         19,367,688 
Total (Cost $23,576,089)        26,515,561 
           
REAL ESTATE – 2.4%          
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.5%          
Postal Realty Trust Cl. A   114,000    1,932,300 
REAL ESTATE MANAGEMENT & DEVELOPMENT - 1.9%          
Altus Group   87,000    2,543,237 
Dundee Corporation Cl. A 1   413,200    378,659 
Marcus & Millichap 1,2   4,900    182,525 
RMR Group (The) Cl. A   49,900    2,277,436 
Tejon Ranch 1,2   154,994    2,476,804 
         7,858,661 
Total (Cost $12,178,430)        9,790,961 
           
UTILITIES – 0.7%          
INDEPENDENT POWER & RENEWABLE ELECTRICITY PRODUCER - 0.0%          
Innergex Renewable Energy   15,573    202,195 
WATER UTILITIES - 0.7%          
AquaVenture Holdings 1   50,000    1,356,000 
Global Water Resources   106,000    1,393,900 
         2,749,900 
Total (Cost $1,514,639)        2,952,095 
           
TOTAL COMMON STOCKS          
(Cost $354,053,368)        409,028,429 
           
WARRANTS – 0.0%          
           
INDUSTRIALS – 0.0%          
CONSTRUCTION & ENGINEERING - 0.0%          
Infrastructure and Energy Alternatives (Warrants) 1   100,000    8,000 
Total (Cost $106,385)        8,000 
           
INFORMATION TECHNOLOGY – 0.0%          
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.0%          
eMagin Corporation (Warrants) 1,4   50,000    0 
Total (Cost $0)        0 
           
TOTAL WARRANTS          
(Cost $106,385)        8,000 

  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  29

 

 

 

 

 

 

December 31, 2019

Royce Micro-Cap Trust

 

 

Schedule of Investments (continued)

 

    
   VALUE
    
REPURCHASE AGREEMENT – 4.4%     
Fixed Income Clearing Corporation, 0.25% dated 12/31/19, due 1/2/20, maturity value
$17,790,247 (collateralized by obligations of various U.S. Government Agencies, 2.00%
due 5/31/24, valued at $18,149,576)
 
(Cost $17,790,000)  $17,790,000 
      
TOTAL INVESTMENTS – 105.4%     
(Cost $371,949,753)   426,826,429 
      
LIABILITIES LESS CASH AND OTHER ASSETS – (5.4)%   (22,019,433)
      
NET ASSETS – 100.0%  $404,806,996 

 

ADR – American Depository Receipt

SDR – Swedish Depository Receipt

New additions in 2019.

1Non-income producing.

2All or a portion of these securities were pledged as collateral in connection with the Fund’s revolving credit agreement at December 31, 2019. Total market value of pledged securities at December 31, 2019, was $59,239,294.

3At December 31, 2019, a portion of these securities were rehypothecated in connection with the Fund’s revolving credit agreement in the aggregate amount of $18,132,420.

4Securities 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 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.

5These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.

 

Bold indicates the Fund’s 20 largest equity holdings in terms of December 31, 2019, market value

 

TAX INFORMATION: The cost of total investments for Federal income tax purposes was $373,097,986. At December 31, 2019, net unrealized appreciation for all securities was $53,728,443 consisting of aggregate gross unrealized appreciation of $115,007,116 and aggregate gross unrealized depreciation of $61,278,673. The primary causes of the difference between book and tax basis cost are the timing of the 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.

 

30  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

December 31, 2019

Royce Micro-Cap Trust

 

 

Statement of Assets and Liabilities

 

ASSETS:   
Investments at value  $409,036,429 
Repurchase agreements (at cost and value)   17,790,000 
Cash and foreign currency   67,624 
Receivable for investments sold   324,900 
Receivable for dividends and interest   235,844 
Prepaid expenses and other assets   42,493 
Total Assets   427,497,290 
LIABILITIES:     
Revolving credit agreement   22,000,000 
Payable for investments purchased   198,460 
Payable for investment advisory fee   311,430 
Payable for directors’ fees   20,719 
Payable for interest expense   54,247 
Accrued expenses   105,438 
Total Liabilities   22,690,294 
Net Assets  $404,806,996 
ANALYSIS OF NET ASSETS:     
Paid-in capital - $0.001 par value per share; 42,019,251 shares outstanding (150,000,000 shares authorized)  $354,148,607 
Total distributable earnings (loss)   50,658,389 
Net Assets (net asset value per share - $9.63)  $404,806,996 
Investments at identified cost  $354,159,753 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  31

 

 

 

 

 

Royce Micro-Cap Trust  
  Year Ended December 31, 2019

 

 

Statement of Operations

 

INVESTMENT INCOME:   
INCOME:   
Dividends  $4,937,204 
Foreign withholding tax   (174,317)
Interest   52,896 
Rehypothecation income   140,672 
Total income   4,956,455 
EXPENSES:     
Investment advisory fees   3,222,579 
Interest expense   730,938 
Administrative and office facilities   178,480 
Stockholder reports   145,210 
Directors’ fees   100,775 
Custody and transfer agent fees   80,077 
Professional fees   67,390 
Other expenses   49,139 
Total expenses   4,574,588 
Compensating balance credits   (299)
Net expenses   4,574,289 
Net investment income (loss)   382,166 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:     
NET REALIZED GAIN (LOSS):     
Investments   21,766,559 
Foreign currency transactions   (15,779)
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):     
Investments   52,498,039 
Other assets and liabilities denominated in foreign currency   825 
Net realized and unrealized gain (loss) on investments and foreign currency   74,249,644 
NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS  $74,631,810 

 

32  |  2019 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 12/31/19  YEAR ENDED 12/31/18
       
INVESTMENT OPERATIONS:          
Net investment income (loss)  $382,166   $429,883 
Net realized gain (loss) on investments and foreign currency   21,750,780    30,311,057 
Net change in unrealized appreciation (depreciation) on investments and foreign currency   52,498,864    (77,891,540)
Net increase (decrease) in net assets from investment operations   74,631,810    (47,150,600)
DISTRIBUTIONS:          
Total distributable earnings   (27,923,323)   (29,685,741)
Total distributions   (27,923,323)   (29,685,741)
CAPITAL STOCK TRANSACTIONS:          
Reinvestment of distributions   12,599,364    12,430,570 
Total capital stock transactions   12,599,364    12,430,570 
Net Increase (Decrease) In Net Assets   59,307,851    (64,405,771)
NET ASSETS:          
Beginning of year   345,499,145    409,904,916 
End of year  $404,806,996   $345,499,145 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders | 33

 

 

 

 

 

Royce Micro-Cap Trust Year Ended December 31, 2019

 

 

Statement of Cash Flows

 

CASH FLOWS FROM OPERATING ACTIVITIES:   
Net increase (decrease) in net assets from investment operations  $74,631,810 
Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:     
Purchases of long-term investments   (60,606,523)
Proceeds from sales and maturities of long-term investments   75,713,003 
Net purchases, sales and maturities of short-term investments   (240,000)
Net (increase) decrease in dividends and interest receivable and other assets   110,316 
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities   47,150 
Net change in unrealized appreciation (depreciation) on investments   (52,498,039)
Net realized gain (loss) on investments   (21,766,559)
Net cash provided by operating activities   15,391,158 
CASH FLOWS FROM FINANCING ACTIVITIES:     
Distributions   (27,923,323)
Reinvestment of distributions   12,599,364 
Net cash used for financing activities   (15,323,959)
INCREASE (DECREASE) IN CASH:   67,199 
Cash and foreign currency at beginning of year   425 
Cash and foreign currency at end of year  $67,624 

 

Supplemental disclosure of cash flow information:

For the year ended December 31, 2019, the Fund paid $685,850 in interest expense.

 

34  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

Royce Micro-Cap Trust

 

 

Financial Highlights

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

 

   YEARS ENDED
    12/31/19    12/31/18    12/31/17    12/31/16    12/31/15 
Net Asset Value, Beginning of Period  $8.53   $10.48   $9.63   $8.59   $11.33 
INVESTMENT OPERATIONS:                         
Net investment income (loss)   0.01    0.01    0.06    0.03    0.03 
Net realized and unrealized gain (loss) on investments and foreign currency   1.81    (1.18)   1.52    1.70    (1.42)
Net increase (decrease) in net assets from investment operations   1.82    (1.17)   1.58    1.73    (1.39)
DISTRIBUTIONS:                         
Net investment income   (0.03)   (0.00)   (0.06)   (0.08)   (0.01)
Net realized gain on investments and foreign currency   (0.65)   (0.75)   (0.63)   (0.56)   (1.25)
Total distributions   (0.68)   (0.75)   (0.69)   (0.64)   (1.26)
CAPITAL STOCK TRANSACTIONS:                         
Effect of reinvestment of distributions by Common Stockholders   (0.04)   (0.03)   (0.04)   (0.05)   (0.09)
Total capital stock transactions   (0.04)   (0.03)   (0.04)   (0.05)   (0.09)
Net Asset Value, End of Period  $9.63   $8.53   $10.48   $9.63   $8.59 
Market Value, End of Period  $8.54   $7.42   $9.44   $8.16   $7.26 
TOTAL RETURN:1                         
Net Asset Value   22.44%   (11.62)%   17.67%   21.98%   (11.64)%
Market Value   24.82%   (14.65)%   25.09%   22.30%   (16.06)%
RATIOS BASED ON AVERAGE NET ASSETS:                         
Investment advisory fee expense2   0.85%   0.92%3   0.49%   0.87%   0.93%
Other operating expenses   0.35%   0.43%   0.40%   0.39%   0.35%
Total expenses (net)   1.20%   1.35%   0.89%   1.26%   1.28%
Expenses excluding interest expense   1.01%   1.05%   0.62%   1.02%   1.08%
Expenses prior to balance credits   1.20%   1.35%   0.89%   1.26%   1.28%
Net investment income (loss)   0.10%   0.10%   0.56%   0.32%   0.26%
SUPPLEMENTAL DATA:                         
Net Assets, End of Period (in thousands)  $404,807   $345,499   $409,905   $363,701   $312,407 
Portfolio Turnover Rate   15%   21%   15%   26%   39%
REVOLVING CREDIT AGREEMENT:                         
Asset coverage   1940%   1670%   1011%   908%   794%
Asset coverage per $1,000  $19,400   $16,705   $10,109   $9,082   $7,942 

 

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 Fund’s Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Fund’s net asset value is used on the purchase, sale and dividend reinvestment 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 over a 12-month basis.

3Includes the impact of the adjustment of prior period’s performance fees of 0.06%.

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  35

 

 

 

 

 

Royce Micro-Cap Trust

 

Notes to Financial Statements

 

Summary of Significant Accounting Policies

Royce 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.”

Royce & Associates, LP, the Fund’s investment adviser, primarily conducts business using the name Royce Investment Partners (“Royce”).

 

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 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.

Various inputs are used in determining the value of the Fund’s 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 Fund’s investments as of December 31, 2019. 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   $ 401,972,775     $ 6,813,854     $ 241,800     $ 409,028,429  
Warrants     8,000             0       8,000  
Repurchase Agreement           17,790,000             17,790,000  

 

36   | 2019 Annual Report to Stockholders

 

 

 

 

 

Royce Micro-Cap Trust

 

Notes to Financial Statements (continued)

 

VALUATION OF INVESTMENTS (continued):

 

Level 3 Reconciliation:

 

  BALANCE AS OF 12/31/18 ADDITIONS REALIZED GAIN (LOSS) UNREALIZED GAIN (LOSS)1 BALANCE AS OF 12/31/19
Common Stocks $241,800   $2,003,114   $ –   $(2,003,114)   $241,800  
Warrants 0         0  
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 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
12/31/19
VALUATION TECHNIQUE(S) UNOBSERVABLE INPUT(S) RANGE AVERAGE IMPACT TO VALUATION FROM
AN INCREASE IN INPUT1
Common Stocks $241,800 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 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. The remaining contractual maturity of the repurchase agreement held by the Fund at December 31, 2019 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 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, other than investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

 

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 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. Distributions to Common Stockholders are recorded on ex-dividend date. To the extent that distributions in any year 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.

 

2019 Annual Report to Stockholders |   37

 

 

 

 

 

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 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 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 custodian's fee is paid indirectly by credits earned on the Fund's 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 1,519,172 and 1,383,439 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2019 and December 31, 2018, 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 179-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 Fund’s 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, 2019, the Fund has outstanding borrowings of $22,000,000. During the year ended December 31, 2019, the Fund borrowed an average daily balance of $22,000,000 at a weighted average borrowing cost of 3.28%. The maximum amount outstanding during the year ended December 31, 2019 was $22,000,000. As of December 31, 2019, the aggregate value of rehypothecated securities was $18,132,420. During the year ended December 31, 2019, the Fund earned $140,672 in fees from rehypothecated securities.

 

Investment Advisory Agreement:

As compensation for its services under the investment advisory agreement, Royce receives a fee comprised of a Basic Fee (“Basic Fee”) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the Russell 2000.

The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Fund’s month-end net assets 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

 

38   | 2019 Annual Report to Stockholders

 

 

 

 

 

Royce Micro-Cap Trust

 

Notes to Financial Statements (continued)

 

Investment Advisory Agreement (continued):

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 2019, the Fund’s investment performance ranged from 3% below to 10% below the investment performance of the Russell 2000. Accordingly, the net investment advisory fee consisted of a Basic Fee of $3,866,862 and a net downward adjustment of $644,283 for the performance of the Fund relative to that of the Russell 2000. For the year ended December 31, 2019, the Fund expensed Royce investment advisory fees totaling $3,222,579.

 

Purchases and Sales of Investment Securities:

For the year ended December 31, 2019, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $58,630,112 and $66,932,693, 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. The Fund’s Chief Compliance Officer reviews such transactions each quarter for compliance with the requirements and restrictions set forth by Rule 17a-7, and reports the results of her review to the Board of Directors. Cross trades for the year ended December 31, 2019, were as follows:

 

COSTS OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS)
$5,532,003 $3,197,316 $712,573

 

Tax Information:

Distributions during the years ended December 31, 2019 and 2018, were characterized as follows for tax purposes:

 

ORDINARY INCOME LONG-TERM CAPITAL GAINS
2019 2018 2019 2018
$2,744,066 $1,668,339 $25,179,257 $28,017,402

 

The tax basis components of distributable earnings at December 31, 2019, were as follows:

 

UNDISTRIBUTED

ORDINARY INCOME

UNDISTRIBUTED LONG-TERM

CAPITAL GAINS OR

(CAPITAL LOSS CARRYFORWARD)

NET UNREALIZED

APPRECIATION

(DEPRECIATION)1

QUALIFIED LATE YEAR

ORDINARY AND

POST-OCTOBER LOSS

DEFERRALS2

TOTAL

DISTRIBUTABLE

EARNINGS

$ – $840,830 $53,729,427 $(3,911,868) $50,658,389
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. This column also includes passive activity losses.

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, 2019, the Fund had no reclassifications.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (2016-2019) and has concluded that as of December 31, 2019, no provision for income tax is required in the Fund’s financial statements.

 

Subsequent Events:

On February 18, 2020, Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, announced that it had entered into a definitive agreement to acquire Legg Mason, Inc., the parent company of Royce. This transaction is subject to approval by Legg Mason’s shareholders and is expected to close no later than the third quarter of 2020. Royce will continue to operate as an independent investment organization with its own brand. There are no changes planned to the management of the organization or investment teams at Royce as a result of this transaction. Stockholders of Royce Micro-Cap Trust are expected to be asked to approve a new investment advisory agreement with Royce due to the change of control resulting from the transaction.

 

2019 Annual Report to Stockholders |   39

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Royce Micro-Cap Trust, Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Royce Micro-Cap Trust, Inc. (the “Fund”) as of December 31, 2019, the related statements of operations and cash flows for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019 and the financial highlights for each of the five years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

/s/PricewaterhouseCoopers LLP
New York, New York
February 21, 2020

 

We have served as the auditor of one or more investment companies in the Royce investment company group since at least 1967. We have not been able to determine the specific year we began serving as auditor.

 

40   | 2019 Annual Report to Stockholders

 

 

 

 

 

This page is intentionally left blank.

 

2019 Annual Report to Stockholders |   41

 

 

 

 

 

MANAGERS’ DISCUSSION (UNAUDITED)

 

Royce Value Trust (RVT)

 

 

Chuck Royce

 

FUND PERFORMANCE

A robust 2019 gave Royce Value Trust (“RVT”) its third out of the last four calendar years of strong absolute and relative performance.

RVT advanced 30.5% on an NAV (net asset value) basis and 35.2% based on market price in 2019, compared to respective gains of 25.5% and 22.7% for the Russell 2000 and S&P SmallCap 600 Indexes—its unleveraged small-cap benchmarks—for the same period. We were also pleased that on an NAV and market price basis, RVT outpaced the Russell 2000 for the three-, five-, 20-, 25-, 30-year, and since inception (11/26/86) periods ended 12/31/19.

 

WHAT WORKED...AND WHAT DIDN’T

Nine of the Fund’s 11 equity sectors made a positive impact on 2019’s results, with Industrials and Information Technology making the biggest positive contributions to performance. Communication Services and Utilities were the only sectors that detracted in 2019. At the industry level, two areas made outsized positive impacts—semiconductors & semiconductor equipment (Information Technology) and machinery (Industrials)—while media (Communication Services) and leisure products (Consumer Discretionary) were the industry groups that detracted most.

Two Information Technology holdings were among RVT’s leading contributors, including the Fund’s top positive performer, Cirrus Logic, a leading producer of specialized audio and voice devices and solutions. Its shares rose by double digits in October on news of better-than-expected third-quarter results keyed by increased demand for its innovative products, which capped off a very strong year for its stock. MKS Instruments, which manufactures devices and instruments used in semiconductor production, sailed past (admittedly fairly low) third-quarter earnings estimates. It pleased us to see its advanced markets segment do well in 2019, and to see what looked like a bottom in the semiconductor capital equipment cycle. Ares Management is an asset manager that focuses on tradable credit, direct lending, private equity, and real estate. Investors became more optimistic about the company’s ability to sustain mid-teens, high margin earnings growth for an extended period. The company also converted to C-corp. status, which broadened ownership, supporting an increase in its valuation. HEICO Corporation is the largest designer, manufacturer, and distributor of generic replacement parts for airplane engines and components. Its shares reached their highest altitude in September, with organic growth fueled by increased demand for new product offerings in HEICO’s aftermarket replacement parts and specialty products lines.

The biggest detractor at the position level was comScore, which provides digital marketing intelligence that helps its customers make business decisions and implement digital strategies. The firm faced accounting issues that led to two shakeups in upper management. The firm then announced in August that it was exploring strategic alternatives to maximize shareholder value, including the potential sale of the company, which informed our decision to hold our shares. Health and fitness company Nautilus suffered through two consecutive failed product launches that led to the departure of its CEO. We exited our position in July as we thought it would take at least a year for the firm to rebuild its product pipeline. Virtu Financial uses its technology to act as a market maker and liquidity provider to the global financial markets. Its business endured a slump through most of the year as the company typically does best in highly volatile markets—which were mostly absent in 2019—and/or when global trading volumes are heavy. Believing that volatility is more likely, we built our position. We held our stake in construction company Infrastructure and Energy Alternatives after it suffered a second-quarter earnings miss that sent its shares tumbling.

The Fund’s 2019 advantage versus the Russell 2000 came primarily from stock selection, though sector allocation was also additive. This was the pattern for the portfolio’s biggest relative advantages at the sector level in Industrials and Information Technology. Conversely, ineffective stock selection hurt results in Real Estate while our cash position also hampered relative performance.

 

         
  Top Contributors to Performance   Top Detractors from Performance  
  For 2019 (%)1     For 2019 (%)2    
  Cirrus Logic 1.01   comScore -0.50  
  Ares Management Cl. A 0.82   Nautilus -0.39  
  HEICO Corporation 0.81   Virtu Financial Cl. A -0.34  
  MKS Instruments 0.76   Infrastructure and Energy    
  CIRCOR International 0.70   Alternatives -0.21  
  1 Includes dividends     Pason Systems -0.21  
        2 Net of dividends    
             

 

CURRENT POSITIONING AND OUTLOOK

The backdrop looks quite favorable to us for solid to strong small-cap performance overall. We have previously cited four favorable factors in the current market environment—low inflation, modest valuations, moderate growth, and ample access to capital. Each of these remains present and suggests that small-cap returns can go higher. We see a global economy that’s showing signs of renewed life, an ISM Manufacturing Index that’s been incrementally rising (despite December’s setback), and, most important, valuations that range from reasonable to attractive among the many small-cap cyclical areas that we typically like best. We believe that the market is starting to pivot from rewarding those areas that have succeeded to those that have lagged, so our focus has been on those areas that either didn’t participate in 2019’s upswing or trailed significantly. More specifically, we have added several cyclical stocks in diverse industries, including several leading energy services companies.

 

42   | 2019 Annual Report to Stockholders

 

 

 

 

 

PERFORMANCE AND PORTFOLIO REVIEW (UNAUDITED) SYMBOLS   MARKET PRICE RVT   NAV XRVTX

 

 

Performance

Average Annual Total Return (%) Through 12/31/19

 

  JUL-DEC 20191 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR 30-YR SINCE INCEPTION (11/26/86)
RVT (NAV) 9.13 30.46 10.04 9.20 11.00 7.69 9.27 10.51 10.56 10.51

1 Not Annualized

 

 

Market Price Performance History Since Inception (11/26/86)

Cumulative Performance of Investment through 12/31/191

 

  1-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (11/26/86)
RVT 35.2% 57.0% 202.0% 151.2% 536.5% 2195.0%

 

 

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 Fund's rights offerings.
2Reflects the actual month-end market price movement of one share as it has traded on the NYSE.

 

 

Morningstar Style Map™ As of 12/31/19 

 

 

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 fund’s investment strategy. The Morningstar Ownership Zone provides detail about a portfolio’s investment style by showing the range of stock sizes and styles. The Ownership Zone is derived by plotting each stock in the portfolio within the proprietary Morningstar Style Box. Over time, the shape and location of a fund's ownership zone may vary. See page 66 for additional information.

 

 
Top 10 Positions  
% of Net Assets  
FLIR Systems 2.0
HEICO Corporation 1.9
Quaker Chemical 1.7
MKS Instruments 1.7
Cirrus Logic 1.5
Kirby Corporation 1.5
Cognex Corporation 1.2
Reliance Steel & Aluminum 1.2
Clarkson 1.2
Air Lease Cl. A 1.1

 

 
Portfolio Sector Breakdown  
% of Net Assets  
Industrials 26.9
Information Technology 20.0
Financials 16.3
Materials 12.2
Consumer Discretionary 8.2
Energy 6.7
Health Care 5.6
Real Estate 4.2
Consumer Staples 1.9
Communication Services 1.4
Utilities 0.2
Diversified Investment Companies 0.0
Outstanding Line of Credit, Net of Cash and Cash Equivalents -3.6

 

 
Calendar Year Total Returns (%)  
YEAR RVT
2019 30.5
2018 -14.4
2017 19.4
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

 

 
Portfolio Diagnostics  
Fund Net Assets $1,628 million
Number of Holdings 476
Turnover Rate 30%
Net Asset Value $16.58
Market Price $14.77
Net Leverage1 3.6%
Average Market Capitalization2 $2,069 million
Weighted Average P/E Ratio3,4 24.4x
Weighted Average P/B Ratio3 2.2x
Active Share5 86%
U.S. Investments (% of Net Assets) 86.6%
Non-U.S. Investments (% of Net Assets) 17.0%
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 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.
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 portfolio’s share in the earnings or book value, as the case may be, of its underlying stocks.
4The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (15% of portfolio holdings as of 12/31/19).
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 Fund’s 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.royceinvest.com. Certain immaterial adjustments were made to the net assets of Royce Value Trust at 12/31/16 and 6/30/18 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 Fund’s 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 Fund’s 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 above, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Fund’s year-to date performance for 2019.

 

2019 Annual Report to Stockholders |   43

 

 

 

 

 

Royce Value Trust

 

Schedule of Investments        
Common Stocks – 103.6%        
   SHARES   VALUE 
         
COMMUNICATION SERVICES - 1.4%          
DIVERSIFIED TELECOMMUNICATION SERVICES - 0.4%          
Bandwidth Cl. A 1   70,500   $4,515,525 
Cogent Communications Holdings   18,615    1,225,053 
Vonage Holdings 1   9,039    66,979 
         5,807,557 
ENTERTAINMENT - 0.0%          
Global Eagle Entertainment 1   110,000    55,000 
INTERACTIVE MEDIA & SERVICES - 0.2%          
Care.com 1   19,674    295,700 
QuinStreet 1,2,3   180,254    2,759,689 
         3,055,389 
MEDIA - 0.8%          
comScore 1,2,3   808,910    3,996,015 
Gannett Company   176,578    1,126,568 
Gray Television 1,2,3   50,000    1,072,000 
Liberty Latin America Cl. C 1,2,3   246,300    4,792,998 
Meredith Corporation 2   26,700    866,949 
Nexstar Media Group Cl. A   3,200    375,200 
Pico Far East Holdings   2,612,400    797,905 
         13,027,635 
WIRELESS TELECOMMUNICATION SERVICES - 0.0%          
Boingo Wireless 1,2,3   50,000    547,500 
Total (Cost $33,686,529)        22,493,081 
           
CONSUMER DISCRETIONARY – 8.2%          
AUTO COMPONENTS - 1.4%          
Cooper-Standard Holdings 1   3,110    103,128 
Dorman Products 1,2,3   51,700    3,914,724 
Garrett Motion 1   51,870    518,181 
Gentex Corporation   96,310    2,791,064 
LCI Industries 2   139,084    14,900,069 
Standard Motor Products 2   4,183    222,619 
Stoneridge 1   4,220    123,730 
Superior Industries International 1   203,911    752,432 
         23,325,947 
DISTRIBUTORS - 0.5%          
Core-Mark Holding 2   31,543    857,654 
LKQ Corporation 1,2,3   139,300    4,973,010 
Weyco Group 2   97,992    2,591,889 
         8,422,553 
DIVERSIFIED CONSUMER SERVICES - 0.4%          
American Public Education 1   19,979    547,225 
Collectors Universe 2,3   71,100    1,638,855 
Perdoceo Education 1   11,417    209,958 
Regis Corporation 1   14,420    257,685 
Universal Technical Institute 1   504,032    3,886,087 
         6,539,810 
HOTELS, RESTAURANTS & LEISURE - 0.6%          
Century Casinos 1   244,320    1,935,014 
Lindblad Expeditions Holdings 1,2,3   415,200    6,788,520 
Red Robin Gourmet Burgers 1   12,332    407,203 
Ruth’s Hospitality Group   36,595    796,490 
         9,927,227 
HOUSEHOLD DURABLES - 0.7%          
Cavco Industries 1,2,3   14,700    2,872,086 
Ethan Allen Interiors 2   156,519    2,983,252 
La-Z-Boy   16,848    530,375 
LGI Homes 1   53,900    3,808,035 
Meritage Homes 1   18,477    1,129,130 
         11,322,878 
INTERNET & DIRECT MARKETING RETAIL - 0.8%          
Etsy 1,2,3   155,800    6,901,940 
PetMed Express   16,879    396,994 
Shutterstock 1   26,185    1,122,813 
Stamps.com 1   53,667    4,482,268 
         12,904,015 
LEISURE PRODUCTS - 0.4%          
Brunswick Corporation   75,400    4,522,492 
Johnson Outdoors Cl. A   1,820    139,594 
MasterCraft Boat Holdings 1   27,850    438,638 
Sturm, Ruger & Co.   15,149    712,457 
         5,813,181 
SPECIALTY RETAIL - 2.7%          
Abercrombie & Fitch Cl. A   23,798    411,467 
America’s Car-Mart 1,2,3   120,000    13,159,200 
AutoCanada   1,138,000    10,858,126 
Barnes & Noble Education 1   91,318    389,928 
Buckle (The)   68,915    1,863,462 
Caleres   29,576    702,430 
Camping World Holdings Cl. A 2,3   606,813    8,944,424 
CarMax 1   5,500    482,185 
Cato Corporation (The) Cl. A   64,847    1,128,338 
Chico’s FAS   137,191    522,698 
Children’s Place   52,348    3,272,797 
Haverty Furniture   17,217    347,095 
Hibbett Sports 1   12,747    357,426 
Michaels Companies 1   37,444    302,922 
Monro 2   2,339    182,910 
Shoe Carnival   14,125    526,580 
Sleep Number 1   4,514    222,269 
Zumiez 1   5,227    180,540 
         43,854,797 
TEXTILES, APPAREL & LUXURY GOODS - 0.7%          
Canada Goose Holdings 1   85,000    3,080,400 
Crocs 1   10,931    457,899 
Culp 2   29,400    400,428 
G-III Apparel Group 1   11,050    370,175 
J.G. Boswell Company 4   3,940    2,364,000 
Movado Group   40,673    884,231 
Steven Madden   33,784    1,453,050 
Vera Bradley 1   52,176    615,677 
Wolverine World Wide 2   76,800    2,591,232 
         12,217,092 
Total (Cost $122,017,306)        134,327,500 
           
CONSUMER STAPLES - 1.9%          
BEVERAGES - 0.1%          
Compania Cervecerias Unidas ADR 2   64,500    1,223,565 
FOOD & STAPLES RETAILING - 0.0%          
SpartanNash Company   28,701    408,702 
FOOD PRODUCTS - 1.4%          
Cal-Maine Foods 1,2,3   34,154    1,460,083 
Farmer Bros. 1,2   54,700    823,782 
Industrias Bachoco ADR Ser. B   8,040    418,080 
John B Sanfilippo & Son   6,354    579,993 
Nomad Foods 1,2   143,600    3,212,332 

 

44 | 2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

December 31, 2019

 

 
Schedule of Investments (continued)        
         
   SHARES   VALUE 
         
CONSUMER STAPLES (continued)          
FOOD PRODUCTS (continued)          
Seneca Foods Cl. A 1,2,3   236,301   $9,638,718 
Seneca Foods Cl. B 1   13,840    567,440 
Tootsie Roll Industries 2   179,144    6,115,976 
         22,816,404 
HOUSEHOLD PRODUCTS - 0.1%          
Central Garden & Pet 1   8,868    275,529 
WD-40 Company   4,152    806,069 
         1,081,598 
PERSONAL PRODUCTS - 0.3%          
Inter Parfums 2   60,045    4,365,872 
USANA Health Sciences 1   3,038    238,635 
         4,604,507 
TOBACCO - 0.0%          
Universal Corporation   14,694    838,440 
Total (Cost $21,139,205)        30,973,216 
           
DIVERSIFIED INVESTMENT COMPANIES – 0.0%          
CLOSED-END FUNDS - 0.0%          
Eagle Point Income   11,844    222,134 
Total (Cost $217,183)        222,134 
           
ENERGY – 6.7%          
ENERGY EQUIPMENT & SERVICES - 4.6%          
CARBO Ceramics 1,4   78,000    18,338 
Computer Modelling Group   1,333,624    8,442,023 
Diamond Offshore Drilling 1,2,3   214,000    1,538,660 
Era Group 1   742,846    7,554,744 
Forum Energy Technologies 1   249,431    419,044 
Helmerich & Payne 2   94,000    4,270,420 
ION Geophysical 1   71,880    623,918 
KLX Energy Services Holdings 1   15,746    101,404 
Matrix Service 1   28,866    660,454 
Oil States International 1,2,3   217,795    3,552,237 
Pason Systems   1,160,780    11,719,091 
ProPetro Holding 1   42,451    477,574 
SEACOR Holdings 1,2,3   265,231    11,444,718 
SEACOR Marine Holdings 1,2   638,834    8,809,521 
TGS-NOPEC Geophysical   465,610    14,165,643 
         73,797,789 
OIL, GAS & CONSUMABLE FUELS - 2.1%          
Bonanza Creek Energy 1   42,156    983,921 
Callon Petroleum 1   63,252    305,507 
Cimarex Energy   50,000    2,624,500 
CONSOL Energy 1   73,270    1,063,148 
Dorchester Minerals L.P. 2   279,148    5,446,177 
Dorian LPG 1   394,936    6,113,609 
GeoPark 2,3   53,200    1,175,720 
Parsley Energy Cl. A   224,700    4,249,077 
REX American Resources 1   10,209    836,730 
San Juan Basin Royalty Trust   212,272    539,171 
Unit Corporation 1   15,000    10,434 
World Fuel Services 2   224,227    9,735,936 
WPX Energy 1,2,3   110,000    1,511,400 
         34,595,330 
Total (Cost $121,392,309)        108,393,119 
           
FINANCIALS – 16.3%          
BANKS - 3.3%          
Ameris Bancorp   6,385    271,618 
Bank of N.T. Butterfield & Son 2   228,416    8,455,960 
Boston Private Financial Holdings   22,382    269,256 
Canadian Western Bank   279,500    6,864,006 
CIT Group   13,000    593,190 
Customers Bancorp 1   19,034    453,200 
Dime Community Bancshares   7,207    150,554 
Eagle Bancorp   19,919    968,661 
Farmers & Merchants Bank of Long Beach 4   730    5,729,770 
Fauquier Bankshares 2   160,800    3,415,392 
First BanCorp   76,051    805,380 
First Citizens BancShares Cl. A   15,576    8,289,703 
First Commonwealth Financial   57,204    830,030 
First Financial Bancorp   22,019    560,163 
First Hawaiian   10,300    297,155 
First Midwest Bancorp   15,011    346,154 
Franklin Financial Network   3,568    122,489 
Great Western Bancorp   30,340    1,054,012 
Hanmi Financial   16,340    326,718 
HarborOne Bancorp 1   46,400    509,936 
HomeTrust Bancshares   18,700    501,721 
Preferred Bank   18,336    1,101,810 
Prosperity Bancshares   10,403    747,872 
Simmons First National Cl. A   4,909    131,512 
Webster Financial 2   193,500    10,325,160 
         53,121,422 
CAPITAL MARKETS - 7.4%          
Ares Management Cl. A 2,3   405,094    14,457,805 
Artisan Partners Asset Management Cl. A 2   127,580    4,123,386 
ASA Gold and Precious Metals   249,821    3,405,060 
Ashmore Group   548,400    3,762,807 
Associated Capital Group Cl. A 2   20,200    791,840 
Barings BDC   29,000    298,120 
Bolsa Mexicana de Valores   1,723,106    3,789,329 
Focus Financial Partners Cl. A 1,2,3   50,000    1,473,500 
Garrison Capital   53,500    311,370 
Golub Capital BDC   22,100    407,855 
Houlihan Lokey Cl. A 2   62,940    3,075,878 
Jupiter Fund Management   230,000    1,247,879 
Lazard Cl. A 2   122,265    4,885,709 
MarketAxess Holdings   31,900    12,093,609 
Moelis & Company Cl. A   16,000    510,720 
Morningstar 2   84,600    12,800,826 
MVC Capital   195,688    1,794,459 
Oaktree Strategic Income   36,200    296,478 
Qalaa Holdings 1   7,749,921    1,187,838 
Rothschild & Co   50,293    1,444,190 
SEI Investments 2   155,200    10,162,496 
Solar Capital   14,400    296,928 
Sprott   2,564,800    5,885,876 
Tel Aviv Stock Exchange 1   17,500    59,595 
TMX Group   76,000    6,581,341 
Tradeweb Markets Cl. A   161,050    7,464,668 
U.S. Global Investors Cl. A   520,551    749,593 
Value Partners Group   5,453,000    3,359,008 
Virtu Financial Cl. A 2   652,700    10,436,673 
Waddell & Reed Financial Cl. A   85,176    1,424,143 
Westwood Holdings Group 2   38,850    1,150,737 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders | 45

 

 

 

 

 

Royce Value Trust

 

 
Schedule of Investments (continued)        
         
   SHARES   VALUE 
         
FINANCIALS (continued)          
CAPITAL MARKETS (continued)          
WisdomTree Investments   22,900   $110,836 
         119,840,552 
CONSUMER FINANCE - 0.0%          
Enova International 1   35,341    850,305 
DIVERSIFIED FINANCIAL SERVICES - 0.1%          
Banco Latinoamericano de Comercio Exterior Cl. E   13,700    292,906 
ECN Capital   163,100    601,632 
First Pacific   1,020,000    346,881 
Waterloo Investment Holdings 1,5   2,972,000    891,600 
         2,133,019 
INSURANCE - 3.5%          
Alleghany Corporation 1   600    479,742 
Ambac Financial Group 1   24,530    529,112 
American Equity Investment Life Holding   23,213    694,765 
Assured Guaranty   7,900    387,258 
eHealth 1   20,700    1,988,856 
E-L Financial   22,500    14,363,232 
Employers Holdings   27,030    1,128,503 
Erie Indemnity Cl. A   15,500    2,573,000 
FBL Financial Group Cl. A   5,530    325,883 
Independence Holding Company 2   210,523    8,858,808 
ProAssurance Corporation 2   394,257    14,248,448 
RLI Corp. 2   49,670    4,471,293 
Trupanion 1,2,3   136,300    5,105,798 
Universal Insurance Holdings   39,156    1,095,976 
         56,250,674 
INVESTMENT COMPANIES - 0.5%          
Oaktree Acquisition (Units) 1   800,000    8,120,000 
THRIFTS & MORTGAGE FINANCE - 1.5%          
Axos Financial 1,2,3   34,589    1,047,355 
Flagstar Bancorp   26,785    1,024,526 
Genworth MI Canada   219,725    9,614,396 
HomeStreet 1   2,922    99,348 
Meridian Bancorp   29,500    592,655 
Meta Financial Group   15,276    557,727 
NMI Holdings Cl. A 1   28,770    954,589 
OceanFirst Financial   20,400    521,016 
Provident Bancorp 1   48,200    600,090 
Territorial Bancorp   9,300    287,742 
Timberland Bancorp 2   274,457    8,162,351 
Vestin Realty Mortgage II 1,4   34    34,000 
Walker & Dunlop   12,700    821,436 
         24,317,231 
Total (Cost $206,971,387)        264,633,203 
           
HEALTH CARE – 5.6%          
BIOTECHNOLOGY - 1.1%          
Acorda Therapeutics 1   25,477    51,973 
AMAG Pharmaceuticals 1,2,3   32,423    394,588 
Anika Therapeutics 1   14,413    747,314 
BioSpecifics Technologies 1   3,430    195,304 
Eagle Pharmaceuticals 1   14,520    872,362 
Emergent BioSolutions 1   2,613    140,971 
Enanta Pharmaceuticals 1   6,661    411,517 
Pfenex 1   16,247    178,392 
Sangamo Therapeutics 1,2,3   65,815    550,871 
Vanda Pharmaceuticals 1   25,375    416,404 
Zealand Pharma 1   408,857    14,447,179 
         18,406,875 
HEALTH CARE EQUIPMENT & SUPPLIES - 2.8%          
Atrion Corporation   15,750    11,836,125 
Haemonetics 1   14,100    1,620,090 
Inogen 1   3,077    210,252 
Integer Holdings 1,2,3   42,400    3,410,232 
Masimo Corporation 1,2   45,000    7,112,700 
Meridian Bioscience 1   50,703    495,368 
Mesa Laboratories 2   38,600    9,626,840 
Neogen Corporation 1,2,3   22,400    1,461,824 
OraSure Technologies 1   40,269    323,360 
Quidel Corporation 1   29,829    2,238,070 
Surmodics 1,2   161,000    6,670,230 
         45,005,091 
HEALTH CARE PROVIDERS & SERVICES - 0.4%          
AMN Healthcare Services 1   8,938    556,927 
Community Health Systems 1   790,000    2,291,000 
CorVel Corporation 1   3,967    346,557 
Ensign Group (The)   5,483    248,764 
HealthEquity 1   20,000    1,481,400 
Magellan Health 1   12,610    986,732 
Pennant Group 1   2,741    90,645 
Tivity Health 1   19,621    399,189 
U.S. Physical Therapy   4,583    524,066 
         6,925,280 
HEALTH CARE TECHNOLOGY - 0.1%          
HealthStream 1   7,060    192,032 
Simulations Plus   67,470    1,961,353 
         2,153,385 
LIFE SCIENCES TOOLS & SERVICES - 0.9%          
Bio-Rad Laboratories Cl. A 1   31,398    11,618,202 
Bio-Techne 2   12,023    2,639,169 
Medpace Holdings 1   4,167    350,278 
         14,607,649 
PHARMACEUTICALS - 0.3%          
Alimera Sciences 1   46,125    349,627 
Assertio Therapeutics 1   156,932    196,165 
Corcept Therapeutics 1   63,684    770,576 
Innoviva 1   72,352    1,024,504 
Lannett Company 1   86,513    763,045 
Supernus Pharmaceuticals 1   21,998    521,793 
Theravance Biopharma 1,2,3   34,291    887,794 
         4,513,504 
Total (Cost $55,408,556)        91,611,784 
           
INDUSTRIALS – 26.9%          
AEROSPACE & DEFENSE - 3.3%          
Aerojet Rocketdyne Holdings 1   17,967    820,373 
Ducommun 1,2   105,500    5,330,915 
HEICO Corporation 2   195,300    22,293,495 
HEICO Corporation Cl. A 2   104,426    9,349,260 
Hexcel Corporation 2,3   46,700    3,423,577 
Magellan Aerospace   96,800    1,048,098 
National Presto Industries   10,886    962,213 
Park Aerospace   13,847    225,291 
Teledyne Technologies 1   300    103,962 
Vectrus 1   2,650    135,839 

 

46 | 2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

December 31, 2019

 

Schedule of Investments (continued)        
         
   SHARES   VALUE 
         
INDUSTRIALS (continued)          
AEROSPACE & DEFENSE (continued)          
Virgin Galactic Holdings 1   819,918   $9,470,053 
         53,163,076 
AIR FREIGHT & LOGISTICS - 0.7%          
Echo Global Logistics 1   38,490    796,743 
Forward Air 2,3   153,490    10,736,625 
         11,533,368 
BUILDING PRODUCTS - 0.8%          
American Woodmark 1   6,364    665,102 
Apogee Enterprises   17,129    556,692 
Burnham Holdings Cl. B 4   36,000    507,600 
Gibraltar Industries 1   8,150    411,086 
Insteel Industries   5,899    126,770 
Patrick Industries 2   77,510    4,063,849 
PGT Innovations 1   11,783    175,685 
Quanex Building Products   34,066    581,847 
Simpson Manufacturing 2   64,313    5,159,832 
Trex Company 1   3,534    317,636 
Universal Forest Products   6,507    310,384 
         12,876,483 
COMMERCIAL SERVICES & SUPPLIES - 1.7%          
CompX International Cl. A 2   211,100    3,079,949 
Heritage-Crystal Clean 1,2   100,106    3,140,325 
Kimball International Cl. B 2   253,740    5,244,806 
LSC Communications 1,4   63,906    13,165 
MSA Safety   1,300    164,268 
PICO Holdings 1   409,400    4,552,528 
Pitney Bowes   145,515    586,426 
Ritchie Bros. Auctioneers 2   62,900    2,701,555 
Steelcase Cl. A   7,440    152,222 
Tetra Tech   12,927    1,113,790 
UniFirst Corporation   29,729    6,004,663 
US Ecology   4,915    284,628 
         27,038,325 
CONSTRUCTION & ENGINEERING - 2.6%          
Arcosa 2   112,420    5,008,311 
Comfort Systems USA   25,375    1,264,944 
IES Holdings 1,2   594,244    15,248,301 
Infrastructure and Energy Alternatives 1   600,000    1,932,000 
Jacobs Engineering Group 2,3   83,500    7,500,805 
MYR Group 1   2,242    73,067 
Sterling Construction 1,2,3   143,978    2,027,210 
Valmont Industries 2   57,455    8,605,610 
Williams Industrial Services Group 1,4   631,820    1,086,730 
         42,746,978 
ELECTRICAL EQUIPMENT - 1.0%          
Encore Wire   14,409    827,077 
EnerSys   2,950    220,748 
LSI Industries   814,857    4,929,885 
Powell Industries 2   94,500    4,629,555 
Preformed Line Products 2   91,600    5,528,060 
Sensata Technologies Holding 1   7,500    404,025 
         16,539,350 
INDUSTRIAL CONGLOMERATES - 0.6%          
Carlisle Companies   3,500    566,440 
Raven Industries 2   271,725    9,363,643 
         9,930,083 
MACHINERY - 9.0%          
CIRCOR International 1   135,627    6,271,392 
Colfax Corporation 1,2,3   435,832    15,855,568 
Franklin Electric 2,3   218,800    12,541,616 
Helios Technologies 2   264,014    12,205,367 
Hillenbrand   37,374    1,244,928 
John Bean Technologies 2,3   108,106    12,179,222 
Kadant 2   126,019    13,274,841 
Kennametal   4,490    165,636 
Lincoln Electric Holdings 2   113,960    11,023,351 
Lindsay Corporation 2,3   110,000    10,558,900 
Meritor 1   27,130    710,535 
Mueller Industries   41,248    1,309,624 
NN 1   308,700    2,855,475 
Nordson Corporation 2   23,096    3,760,953 
Proto Labs 1   10,000    1,015,500 
RBC Bearings 1   84,058    13,309,744 
Standex International   1,793    142,274 
Tennant Company 2   116,504    9,077,992 
Titan International   173,100    626,622 
Wabash National   67,990    998,773 
Watts Water Technologies Cl. A 2   61,000    6,085,360 
Woodward 2   89,500    10,600,380 
         145,814,053 
MARINE - 2.7%          
Clarkson   471,100    18,876,574 
Eagle Bulk Shipping 1   320,478    1,474,199 
Kirby Corporation 1,2   265,200    23,743,356 
         44,094,129 
PROFESSIONAL SERVICES - 1.2%          
Exponent 2   100,000    6,901,000 
Forrester Research 1   34,570    1,441,569 
FTI Consulting 1   1,509    166,986 
Heidrick & Struggles International   44,624    1,450,280 
Korn Ferry   32,548    1,380,035 
ManpowerGroup 2   15,842    1,538,258 
Morneau Shepell   17,500    455,374 
TrueBlue 1,2,3   39,316    945,943 
Upwork 1   556,200    5,934,654 
         20,214,099 
ROAD & RAIL - 1.1%          
ArcBest   14,279    394,100 
Landstar System 2   121,080    13,787,380 
Patriot Transportation Holding 1,2   139,100    2,709,668 
Saia 1,2,3   2,754    256,453 
Universal Logistics Holdings 2   78,916    1,496,247 
         18,643,848 
TRADING COMPANIES & DISTRIBUTORS - 2.2%          
Air Lease Cl. A 2   392,700    18,661,104 
Applied Industrial Technologies   5,116    341,186 
BMC Stock Holdings 1   119,700    3,434,193 
EVI Industries 1   20,322    549,507 
GMS 1   25,788    698,339 
Houston Wire & Cable 1,6   877,363    3,869,171 
Richelieu Hardware   88,400    1,846,900 
SiteOne Landscape Supply 1,2,3   25,000    2,266,250 
Watsco 2,3   19,500    3,512,925 
         35,179,575 
Total (Cost $285,250,163)        437,773,367 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders | 47

 

 

 

 

 

Royce Value Trust

 

Schedule of Investments (continued)        
         
   SHARES   VALUE 
         
INFORMATION TECHNOLOGY – 20.0%          
COMMUNICATIONS EQUIPMENT - 0.2%          
ADTRAN 2   214,973   $2,126,083 
CalAmp Corporation 1   38,928    372,930 
Comtech Telecommunications   15,866    563,085 
NetScout Systems 1   8,160    196,411 
         3,258,509 
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 8.9%          
Anixter International 1,2   50,995    4,696,640 
Badger Meter   3,560    231,151 
Benchmark Electronics   8,142    279,759 
Cognex Corporation 2   340,100    19,059,204 
Coherent 1   88,090    14,653,772 
Fabrinet 1,2   193,660    12,556,914 
FARO Technologies 1,2,3   259,947    13,088,331 
FLIR Systems 2   630,037    32,806,027 
Insight Enterprises 1   29,951    2,105,256 
IPG Photonics 1   53,300    7,724,236 
Kimball Electronics 1   24,797    435,187 
Littelfuse   20,520    3,925,476 
Methode Electronics   10,351    407,312 
National Instruments 2   235,650    9,977,421 
nLIGHT 1,2   165,610    3,358,571 
PAR Technology 1   156,353    4,806,291 
Perceptron 1   357,700    1,967,350 
Richardson Electronics 6   711,475    4,005,604 
TTM Technologies 1,2,3   562,687    8,468,439 
Vishay Intertechnology   12,340    262,719 
Vishay Precision Group 1   7,950    270,300 
         145,085,960 
IT SERVICES - 1.3%          
Cardtronics 1   20,118    898,269 
Computer Services 4   24,492    1,089,894 
CSG Systems International   13,242    685,671 
EVERTEC   27,498    936,032 
Hackett Group (The) 2   285,266    4,604,193 
KBR 2   337,400    10,290,700 
NIC   5,470    122,254 
Perficient 1   2,790    128,535 
TTEC Holdings   2,853    113,036 
Unisys Corporation 1,2,3   160,000    1,897,600 
WEX 1   600    125,676 
         20,891,860 
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 7.4%          
Advanced Energy Industries 1,2,3   15,242    1,085,230 
Axcelis Technologies 1   14,900    359,016 
Brooks Automation 2   389,600    16,347,616 
Cabot Microelectronics 2   63,589    9,177,164 
Cirrus Logic 1,2,3   295,000    24,310,950 
Cohu   14,053    321,111 
Diodes 1,2,3   281,504    15,868,380 
Entegris 2,3   195,200    9,777,568 
Ichor Holdings 1   24,219    805,766 
Kulicke & Soffa Industries 2   53,210    1,447,312 
Lattice Semiconductor 1   49,000    937,860 
MKS Instruments 2   248,339    27,319,773 
Nova Measuring Instruments 1,2,3   46,620    1,763,635 
Onto Innovation 1   53,272    1,946,559 
Photronics 1   183,700    2,895,112 
Rambus 1   77,914    1,073,265 
Silicon Motion Technology ADR 2   28,560    1,448,278 
SMART Global Holdings 1   27,706    1,051,166 
SolarEdge Technologies 1   15,444    1,468,570 
Ultra Clean Holdings 1   10,656    250,096 
Xperi Corporation 2   79,127    1,463,850 
         121,118,277 
SOFTWARE - 2.2%          
Descartes Systems Group (The) 1,2,3   181,600    7,757,952 
Ebix   1,761    58,835 
j2 Global 1,2,3   24,605    2,305,735 
Manhattan Associates 1,2,3   94,900    7,568,275 
Progress Software   11,153    463,407 
RealNetworks 1   109,950    131,940 
SharpSpring 1   20,000    229,400 
Support.com   216,766    236,275 
SVMK 1   408,100    7,292,747 
TiVo   19,836    168,209 
Upland Software 1   267,300    9,545,283 
         35,758,058 
Total (Cost $212,066,410)        326,112,664 
           
MATERIALS – 12.2%          
CHEMICALS - 5.5%          
Chase Corporation 2   79,059    9,366,910 
Element Solutions 1,2   822,800    9,610,304 
FutureFuel Corporation   594,083    7,360,688 
Hawkins 2   89,062    4,079,930 
Huntsman Corporation   17,500    422,800 
Ingevity Corporation 1,2,3   43,200    3,774,816 
Innospec 2   94,383    9,762,978 
Minerals Technologies 2   207,492    11,957,764 
NewMarket Corporation   8,000    3,892,160 
Quaker Chemical   171,569    28,226,532 
Stepan Company   4,000    409,760 
Tredegar Corporation   23,989    536,154 
Trinseo   7,976    296,787 
Westlake Chemical   5,100    357,765 
         90,055,348 
CONSTRUCTION MATERIALS - 0.2%          
Imerys   90,000    3,803,909 
U.S. Concrete 1   6,620    275,789 
         4,079,698 
CONTAINERS & PACKAGING - 0.1%          
Myers Industries   31,785    530,174 
Packaging Corporation of America   1,500    167,985 
UFP Technologies 1   2,720    134,939 
         833,098 
METALS & MINING - 5.6%          
Alamos Gold Cl. A   2,066,300    12,459,381 
Ferroglobe (Warranty Insurance Trust) 1,5   49,300    0 
Franco-Nevada 2   113,900    11,765,870 
Gold Fields ADR   370,000    2,442,000 
Haynes International 2   113,900    4,075,342 
Hecla Mining   721,300    2,445,207 
IAMGOLD Corporation 1   600,000    2,238,000 
Lundin Mining   640,000    3,824,573 
MAG Silver 1   198,900    2,354,976 
Major Drilling Group International 1   2,217,291    9,681,599 

 

48 | 2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

December 31, 2019

 

Schedule of Investments (continued)        
         
   SHARES   VALUE 
         
MATERIALS (continued)          
METALS & MINING (continued)          
Materion Corporation   5,377   $319,663 
Pan American Silver   124,627    2,952,414 
Pretium Resources 1   101,000    1,123,907 
Reliance Steel & Aluminum 2,3   158,300    18,958,008 
Royal Gold 2   16,600    2,029,350 
SunCoke Energy   75,080    467,748 
Synalloy Corporation 1,2,3   178,800    2,308,308 
VanEck Vectors Junior Gold Miners ETF   183,000    7,733,580 
Warrior Met Coal   21,030    444,364 
Worthington Industries 2   80,400    3,391,272 
         91,015,562 
PAPER & FOREST PRODUCTS - 0.8%          
Boise Cascade   32,725    1,195,444 
Mercer International   78,779    968,982 
Neenah 2,3   16,700    1,176,181 
Schweitzer-Mauduit International   31,853    1,337,508 
Stella-Jones   262,458    7,583,400 
         12,261,515 
Total (Cost $152,899,193)        198,245,221 
           
REAL ESTATE – 4.2%          
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.0%          
New York REIT 1,5   15,000    193,500 
REAL ESTATE MANAGEMENT & DEVELOPMENT - 4.2%          
Colliers International Group   20,700    1,613,979 
FirstService Corporation   185,200    17,231,008 
FRP Holdings 1,2,3   153,158    7,628,800 
Jones Lang LaSalle   4,349    757,117 
Kennedy-Wilson Holdings 2   712,690    15,892,987 
Marcus & Millichap 1,2,3   236,598    8,813,276 
RMR Group (The) Cl. A 2   80,100    3,655,764 
St. Joe Company (The) 1,2,3   197,000    3,906,510 
Tejon Ranch 1,2,3   557,136    8,903,033 
         68,402,474 
Total (Cost $51,462,304)        68,595,974 
           
UTILITIES – 0.2%          
GAS UTILITIES - 0.1%          
UGI Corporation 2   29,700    1,341,252 
MULTI-UTILITIES - 0.0%          
Avista Corporation   3,195    153,647 
WATER UTILITIES - 0.1%          
American States Water   11,279    977,213 
Total (Cost $2,335,519)        2,472,112 
           
TOTAL COMMON STOCKS          
(Cost $1,264,846,064)        1,685,853,375 
           
WARRANTS – 0.0%          
           
INDUSTRIALS – 0.0%          
CONSTRUCTION & ENGINEERING - 0.0%          
Infrastructure and Energy Alternatives (Warrants) 1   625,000    50,000 
Total (Cost $470,283)        50,000 
           
INFORMATION TECHNOLOGY – 0.0%          
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.0%          
eMagin Corporation (Warrants) 1,5   50,000    0 
Total (Cost $0)        0 
           
TOTAL WARRANTS          
(Cost $470,283)        50,000 
           
REPURCHASE AGREEMENT – 0.7%          
Fixed Income Clearing Corporation, 0.25% dated 12/31/19, due 1/2/20, maturity value
$12,153,169 (collateralized by obligations of various U.S. Government Agencies, 2.00%
due 5/31/24, valued at $12,401,025)
          
(Cost $12,153,000)        12,153,000 
           
TOTAL INVESTMENTS – 104.3%          
(Cost $1,277,469,347)        1,698,056,375 
           
LIABILITIES LESS CASH AND OTHER ASSETS – (4.3)%        (70,016,882)
           
NET ASSETS - 100.0%       $1,628,039,493 

 

ADR – American Depository Receipt

 New additions in 2019.

1 Non-income producing.

2 All or a portion of these securities were pledged as collateral in connection with the Fund’s revolving credit agreement at December 31, 2019. Total market value of pledged securities at December 31, 2019, was $162,038,473.

3 At December 31, 2019, a portion of these securities were rehypothecated in connection with the Fund’s revolving credit agreement in the aggregate amount of $57,983,069.

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 Securities 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 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.

6 At December 31, 2019, 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.

 

Bold indicates the Fund’s 20 largest equity holdings in terms of December 31, 2019, market value.

 

TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,278,122,594. At December 31, 2019, net unrealized appreciation for all securities was $419,933,781 consisting of aggregate gross unrealized appreciation of $526,934,973 and aggregate gross unrealized depreciation of $107,001,192. The primary causes of the difference between book and tax basis cost are the timing of the 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.

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders | 49

 

 

 

 

 

Royce Value Trust December 31, 2019

 

 

Statement of Assets and Liabilities     
      
ASSETS:     
Investments at value     
Non-Affiliated Companies  $1,678,028,600 
Affiliated Companies   7,874,775 
Repurchase agreements (at cost and value)   12,153,000 
Cash and foreign currency   7,611 
Receivable for investments sold   17,041 
Receivable for dividends and interest   1,289,664 
Prepaid expenses and other assets   691,796 
Total Assets   1,700,062,487 
LIABILITIES:     
Revolving credit agreement   70,000,000 
Payable for investments purchased   592,746 
Payable for investment advisory fee   955,299 
Payable for directors' fees   41,209 
Payable for interest expense   172,603 
Accrued expenses   261,137 
Total Liabilities   72,022,994 
Net Assets  $1,628,039,493 
ANALYSIS OF NET ASSETS:     
Paid-in capital - $0.001 par value per share; 98,217,833 shares outstanding (150,000,000 shares authorized)  $1,206,998,945 
Total distributable earnings (loss)   421,040,548 
Net Assets (net asset value per share - $16.58)  $1,628,039,493 
Investments at identified cost  $1,265,316,347 

 

50  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

Royce Value Trust Year Ended December 31, 2019

 

 

Statement of Operations   
    
INVESTMENT INCOME:     
INCOME:     
Dividends     
Non-Affiliated Companies  $22,043,587 
Affiliated Companies   154,225 
Foreign withholding tax   (770,434)
Interest   196,291 
Rehypothecation income   267,943 
Total income   21,891,612 
EXPENSES:     
Investment advisory fees   7,398,487 
Interest expense   2,324,015 
Administrative and office facilities   650,825 
Stockholder reports   435,443 
Directors' fees   203,660 
Custody and transfer agent fees   203,080 
Professional fees   122,729 
Other expenses   142,493 
Total expenses   11,480,732 
Net investment income (loss)   10,410,880 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:     
NET REALIZED GAIN (LOSS):     
Investments in Non-Affiliated Companies   80,268,183 
Investments in Affiliated Companies   (2,022,091)
Foreign currency transactions   (21,903)
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):     
Investments in Non-Affiliated Companies   296,072,779 
Investments in Affiliated Companies   (178,289)
Other assets and liabilities denominated in foreign currency   6,121 
Net realized and unrealized gain (loss) on investments and foreign currency   374,124,800 
NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS  $384,535,680 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  51

 

 

 

 

 

Royce Value Trust
 
Statement of Changes in Net Assets

 

   YEAR ENDED 12/31/19  YEAR ENDED 12/31/18
       
INVESTMENT OPERATIONS:          
Net investment income (loss)  $10,410,880   $16,192,591 
Net realized gain (loss) on investments and foreign currency   78,224,189    111,658,737 
Net change in unrealized appreciation (depreciation) on investments and foreign currency   295,900,611    (347,149,860)
Net increase (decrease) in net assets from investment operations   384,535,680    (219,298,532)
DISTRIBUTIONS:          
Total distributable earnings   (105,830,150)   (112,695,474)
Total distributions   (105,830,150)   (112,695,474)
CAPITAL STOCK TRANSACTIONS:          
Net proceeds from rights offering       108,466,176 
Reinvestment of distributions   45,227,078    47,185,262 
Total capital stock transactions   45,227,078    155,651,438 
Net Increase (Decrease) In Net Assets   323,932,608    (176,342,568)
NET ASSETS:          
Beginning of year   1,304,106,885    1,480,449,453 
End of year  $1,628,039,493   $1,304,106,885 

 

52  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

Royce Value Trust Year Ended December 31, 2019
   
Statement of Cash Flows  

 

CASH FLOWS FROM OPERATING ACTIVITIES:   
Net increase (decrease) in net assets from investment operations  $384,535,680 
Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:     
Purchases of long-term investments   (459,201,963)
Proceeds from sales and maturities of long-term investments   510,459,522 
Net purchases, sales and maturities of short-term investments   (12,153,000)
Net (increase) decrease in dividends and interest receivable and other assets   15,359 
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities   587,831 
Net change in unrealized appreciation (depreciation) on investments   (295,894,490)
Net realized gain (loss) on investments   (78,246,092)
Net cash provided by operating activities   50,102,847 
CASH FLOWS FROM FINANCING ACTIVITIES:     
Increase in revolving credit agreement   25,000,000 
Distributions   (105,830,150)
Decrease in payable to custodian for cash and foreign currency overdrawn   (14,492,164)
Reinvestment of distributions   45,227,078 
Net cash used for financing activities   (50,095,236)
INCREASE (DECREASE) IN CASH:   7,611 
Cash and foreign currency at beginning of year    
Cash and foreign currency at end of year  $7,611 

 

Supplemental disclosure of cash flow information:

For the year ended December 31, 2019, the Fund paid $2,170,147 in interest expense.

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2019 Annual Report to Stockholders  |  53

 

 

 

 

 

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 Fund's performance for the periods presented.

 

   YEARS ENDED
    12/31/19    12/31/18    12/31/17    12/31/16    12/31/15 
Net Asset Value, Beginning of Period  $13.73   $17.50   $15.85   $13.56   $16.24 
INVESTMENT OPERATIONS:                         
Net investment income (loss)   0.11    0.18    0.13    0.12    0.12 
Net realized and unrealized gain (loss) on investments and foreign currency   3.90    (2.46)   2.74    3.27    (1.48)
Net increase (decrease) in net assets from investment operations   4.01    (2.28)   2.87    3.39    (1.36)
DISTRIBUTIONS:                         
Net investment income   (0.11)   (0.19)   (0.13)   (0.13)   (0.16)
Net realized gain on investments and foreign currency   (0.99)   (1.07)   (1.03)   (0.89)   (1.08)
Total distributions   (1.10)   (1.26)   (1.16)   (1.02)   (1.24)
CAPITAL STOCK TRANSACTIONS:                         
Effect of reinvestment of distributions by Common Stockholders   (0.06)   (0.06)   (0.06)   (0.08)   (0.08)
Effect of rights offering        (0.17)               
Total capital stock transactions   (0.06)   (0.23)   (0.06)   (0.08)   (0.08)
Net Asset Value, End of Period  $16.58   $13.73   $17.50   $15.85   $13.56 
Market Value, End of Period  $14.77   $11.80   $16.17   $13.39   $11.77 
TOTAL RETURN:1                         
Net Asset Value   30.46%   (14.45)%   19.31%   26.87%   (8.09)%
Market Value   35.23%   (20.43)%   30.49%   23.48%   (9.59)%
RATIOS BASED ON AVERAGE NET ASSETS:                         
Investment advisory fee expense2   0.49%   0.42%   0.43%   0.51%   0.50%
Other operating expenses   0.27%   0.21%   0.22%   0.22%   0.18%
Total expenses (net)   0.76%   0.63%   0.65%   0.73%   0.68%
Expenses excluding interest expense   0.61%   0.52%   0.54%   0.62%   0.61%
Expenses prior to balance credits   0.76%   0.63%   0.65%   0.73%   0.68%
Net investment income (loss)   0.69%   1.06%   0.80%   0.85%   0.78%
SUPPLEMENTAL DATA:                         
Net Assets, End of Period (in thousands)  $1,628,039   $1,304,107   $1,480,449   $1,296,012   $1,072,035 
Portfolio Turnover Rate   30%   28%   19%   28%   35%
REVOLVING CREDIT AGREEMENT:                         
Asset coverage   2426%   2998%   2215%   1951%   1631%
Asset coverage per $1,000  $24,258   $29,980   $22,149   $19,514   $16,315 

 

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 Fund's Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Fund's net asset value is used on the purchase, sale and dividend reinvestment 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 over a 12-month basis.

 

54  |  2019 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

Royce Value Trust

 

Notes to Financial Statements

 

Summary of Significant Accounting Policies:  

Royce Value Trust, Inc. (the “Fund”), is a diversified closed-end investment company that was incorporated under the laws of the State of Maryland on July 1, 1986. The Fund commenced operations on November 26, 1986. 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services-Investment Companies.” 

Royce & Associates, LP, the Fund’s investment adviser, primarily conducts business using the name Royce Investment Partners (“Royce”).

 

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 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.

Various inputs are used in determining the value of the Fund’s 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 Fund’s investments as of December 31, 2019. 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   $ 1,673,924,778     $ 10,843,497   $ 1,085,100     $ 1,685,853,375  
Warrants     50,000            0       50,000  
Repurchase Agreement           12,153,000           12,153,000  

 

 2019 Annual Report to Stockholders  |  55

 

 

 

 

 

Royce Value Trust

 

Notes to Financial Statements (continued)

 

VALUATION OF INVESTMENTS (continued):

 

Level 3 Reconciliation:

 

  BALANCE AS OF 12/31/18 SALES REALIZED GAIN (LOSS) UNREALIZED GAIN (LOSS)1 BALANCE AS OF 12/31/19
Common Stocks $ 1,100,250 $ 15,150 0 $ 1,085,100
Warrants  0        0

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 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
12/31/19
VALUATION TECHNIQUE(S) UNOBSERVABLE INPUT(S) RANGE AVERAGE IMPACT TO VALUATION FROM
AN INCREASE IN INPUT1
Waterloo Investment Holdings $ 891,600 Discounted Present Value
Balance Sheet Analysis
Liquidity Discount 30%-40% Decrease
New York REIT    193,500 Guidance from Options Clearing Authorities
Balance Sheet Analysis
Liquidity Discount 20%-30% 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 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. The remaining contractual maturity of the repurchase agreement held by the Fund at December 31, 2019 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 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, other than investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

 

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 gains in 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.

 

DISTRIBUTIONS:

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

 

56  |  2019 Annual Report to Stockholders

 

 

 

 

 

Royce Value Trust

 

Notes to Financial Statements (continued)

 

DISTRIBUTIONS (continued):

average or the distribution required by IRS regulations. Distributions to Common Stockholders are recorded on ex-dividend date. To the extent that distributions in any year 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.

 

EXPENSES: 

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 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 custodian’s fee is paid indirectly by credits earned on the Fund’s cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.

 

Capital Stock: 

The Fund issued 3,207,809 and 3,301,756 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2019 and December 31, 2018, respectively. 

On July 5, 2018, the Fund completed a rights offering of Common Stock to its stockholders at the rate of one common share for each 10 rights held by stockholders of record on May 30, 2018. The rights offering resulted in the issuance of 7,120,544 common shares at a price of $15.33, and proceeds of $109,157,940 to the Fund prior to the deduction of expenses of $691,764. The net asset value per share of the Fund’s Common Stock was reduced by approximately $0.17 per share as a result of the issuance.

 

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 179-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 Fund’s 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.

 

2019 Annual Report to Stockholders  |  57

 

 

 

 

  

Royce Value Trust

 

Notes to Financial Statements (continued)

 

Borrowings (continued): 

As of December 31, 2019, the Fund has outstanding borrowings of $70,000,000. During the year ended December 31, 2019, the Fund borrowed an average daily balance of $69,931,507 at a weighted average borrowing cost of 3.28%. The maximum amount outstanding during the year ended December 31, 2019 was $70,000,000. As of December 31, 2019 the aggregate value of rehypothecated securities was $57,983,069. During the year ended December 31, 2019, the Fund earned $267,943 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 Fund’s month-end net assets for the rolling 60-month period ending with such month (the “performance period”). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the S&P 600 for the performance period by more than two percentage points. The performance period for each such month is a rolling 60-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the S&P 600 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the S&P 600 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.

Notwithstanding the foregoing, Royce is not entitled to receive any fee for any month when the investment performance of the Fund for the rolling 36-month period ending with such month is negative. In the event that the Fund’s 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 2019, the Fund’s investment performance ranged from 5% below to 21% below the investment performance of the S&P 600. Accordingly, the net investment advisory fee consisted of a Basic Fee of $13,229,217 and a net downward adjustment of $5,830,730 for the performance of the Fund relative to that of the S&P 600. For the year ended December 31, 2019, the Fund expensed Royce investment advisory fees totaling $7,398,487.

 

Purchases and Sales of Investment Securities:

For the year ended December 31, 2019, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $455,696,062 and $501,103,417, 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. The Fund’s Chief Compliance Officer reviews such transactions each quarter for compliance with the requirements and restrictions set forth by Rule 17a-7, and reports the results of her review to the Board of Directors. Cross trades for the year ended December 31, 2019, were as follows:

 

COSTS OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS)
$23,818,786 $3,884,059 $427,122

 

Tax Information:

Distributions during the years ended December 31, 2019 and 2018, were characterized as follows for tax purposes:

 

ORDINARY INCOME LONG-TERM CAPITAL GAINS
2019 2018 2019 2018
$15,576,453 $30,738,849 $90,253,697 $81,956,625

 

The tax basis components of distributable earnings at December 31, 2019, were as follows: 

UNDISTRIBUTED
ORDINARY INCOME
UNDISTRIBUTED LONG-TERM
CAPITAL GAINS OR
(CAPITAL LOSS CARRYFORWARD)
NET UNREALIZED
APPRECIATION
(DEPRECIATION)1
QUALIFIED LATE YEAR
ORDINARY AND
POST-OCTOBER LOSS
DEFERRALS2
TOTAL
DISTRIBUTABLE
EARNINGS
$ – $1,159,142 $419,931,826 $(50,420) $421,040,548
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. This column also includes passive activity losses.

 

58  |  2019 Annual Report to Stockholders 

 

 

 

Royce 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, 2019, the Fund recorded the following permanent reclassifications, which relate primarily to publicly traded partnerships and Trusts.

TOTAL DISTRIBUTABLE EARNINGS (LOSS) PAID-IN CAPITAL
$560 $(560)

 

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (2016-2019) and has concluded that as of December 31, 2019, no provision for income tax is required in the Fund’s financial statements.

 

Transactions in Affiliated Companies:

An “Affiliated Company” as defined in the Investment Company Act of 1940, is a company in which a fund owns 5% or more of the company’s outstanding voting securities at any time during the period. The following transactions were effected in shares of such companies for the year end December 31, 2019:

 

AFFILIATED COMPANY SHARES
12/31/18
  MARKET VALUE
12/31/18
  COSTS OF
PURCHASES
  PROCEEDS
FROM SALES
  REALIZED
GAIN (LOSS)
  CHANGE IN NET
UNREALIZED
APPRECIATION
(DEPRECIATION)
  DIVIDEND
INCOME
  SHARES
12/31/19
  MARKET VALUE
12/31/19
CONSUMER DISCRETIONARY - 0.0%                                        
HOUSEHOLD DURABLES - 0.0%                                        
HG Holdings 1,2,3 912,235   $ 392,261   $   $ 464,067   $ (2,022,091)   $ 2,093,897   $        
        392,261               (2,022,091)     2,093,897            
INDUSTRIALS - 0.2%                                        
TRADING COMPANIES & DISTRIBUTORS - 0.2%                                        
Houston Wire & Cable 2,4 877,363     4,439,457               (570,286)       877,363   $ 3,869,171
        4,439,457                   (570,286)           3,869,171
INFORMATION TECHNOLOGY - 0.2%                                          
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 0.2%                                          
Richardson Electronics 4 573,732     4,985,731     721,773           (1,701,900)     154,225   711,475   4,005,604
        4,985,731                   (1,701,900)     154,225       4,005,604
      $ 9,817,449             $ (2,022,091)   $ (178,289)   $ 154,225       $ 7,874,775
1Not an Affiliated Company at December 31, 2019.
2Non-income producing.

3This security was defined as a Level 2 security due to fair value being based on quoted prices for similar securities.
4At December 31, 2019, 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.

 

Subsequent Events:

On February 18, 2020, Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, announced that it had entered into a definitive agreement to acquire Legg Mason, Inc., the parent company of Royce. This transaction is subject to approval by Legg Mason’s shareholders and is expected to close no later than the third quarter of 2020. Royce will continue to operate as an independent investment organization with its own brand. There are no changes planned to the management of the organization or investment teams at Royce as a result of this transaction. Stockholders of Royce Value Trust are expected to be asked to approve a new investment advisory agreement with Royce due to the change of control resulting from the transaction.

 

2019 Annual Report to Stockholders | 59

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Royce Value Trust, Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Royce Value Trust, Inc. (the "Fund") as of December 31, 2019, the related statements of operations and cash flows for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019 and the financial highlights for each of the five years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

/s/PricewaterhouseCoopers LLP

New York, New York

February 21, 2020

 

We have served as the auditor of one or more investment companies in the Royce investment company group since at least 1967. We have not been able to determine the specific year we began serving as auditor.

 

60 | 2019 Annual Report to Stockholders

 

 

 

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    10,111    8,446 
12/12/17 Distribution $0.11        10.610    11    13,254    11,484 
12/12/18 Distribution $0.04        8.500    5    11,118    9,475 
12/11/19 Distribution $0.06        10.670    6           
12/31/19    $8,975         1,073   $14,593   $12,543 
                            
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    92,689    78,540 
2017 Annual distribution total $0.69        8.746    783    109,076    98,254 
2018 Annual distribution total $0.75        8.993    893    96,398    83,853 
2019 Annual distribution total $0.68        8.297    955           
12/31/19    $8,900         12,256   $118,025   $104,666 

 

1The purchase price used for annual distribution totals is a weighted average of the distribution reinvestment prices for the year.

2Values are stated as of December 31 of the year indicated, after reinvestment of distributions, other than for initial purchase.

3Includes a return of capital.

 

2019 Annual Report to Stockholders  | 61

 

 

 

History Since Inception (continued)

 

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    293,880    248,425 
2017 Annual distribution total $1.16        14.841    1,495    350,840    324,176 
2018 Distribution through 6/30/18 $0.59        15.962    748           
2018 Rights Offering   31,289    15.330    2,041           
2018 Distribution after 6/30/18 $0.67        12.706    1,168    329,589    283,259 
2019 Annual distribution total $1.10        14.100    1,929           
12/31/19    $53,211         25,934   $429,986   $383,045 

 

1The purchase price used for annual distribution totals is a weighted average of the distribution reinvestment prices for the year.

2Values are stated as of December 31 of the year indicated, after reinvestment of distributions, other than for initial purchase.

3Includes a return of capital.

4Includes Royce Global Value Trust spin-off of $1.40 per share.

 

62  | 2019 Annual Report to Stockholders

 

 

 

Distribution Reinvestment and Cash Purchase Options

 

Why should I reinvest my distributions?

By reinvesting distributions, a stockholder can maintain an undiluted investment in the Fund. The regular reinvestment of distributions has a significant impact on stockholder returns. In contrast, the stockholder who takes distributions in cash is penalized when shares are issued below net asset value to other stockholders.

 

How does the reinvestment of distributions from the Royce closed-end funds work?

The Funds automatically issue shares in payment of distributions unless you indicate otherwise. The shares are generally issued at the lower of the market price or net asset value on the valuation date.

 

How does this apply to registered stockholders?

If your shares are registered directly with a Fund, your distributions are automatically reinvested unless you have otherwise instructed the Funds’ transfer agent, Computershare, in writing, 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 Fund’s 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, 2019.

 

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, 2019. 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.).

 

2019 Annual Report to Stockholders  |  63

 

 

 

 

 

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, Director 1

Age: 80 | Number of Funds Overseen: 16 | Tenure: Since 1982

Non-Royce Directorships: Director of Oxford Square Capital Corp.

Principal Occupation(s) During Past Five Years: A member of the Board of Managers of Royce & Associates, LP (“Royce”), the Trust’s investment adviser; Chief Executive Officer (1972–June 2016), President (1972-June 2014) of Royce.

 

Christopher D. Clark, Director 1, President

Age: 54 | Number of Funds Overseen: 16 | 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 of Royce, a Member of the Board of Managers of Royce, having been employed by Royce since May 2007.

 

 

 

Patricia W. Chadwick, Director 

Age: 71 | Number of Funds Overseen: 16 | Tenure: Since 2009

Non-Royce Directorships: Trustee of Voya Mutual Funds and Director of Wisconsin Energy Corp.

Principal Occupation(s) During Past 5 Years: Consultant and President of Ravengate Partners LLC (since 2000).

 

Christopher C. Grisanti, Director 

Age: 58 | Number of Funds Overseen: 16 | Tenure: Since 2017

Non-Royce Directorships: None

Principal Occupation(s) During Past Five Years: Co-Founder and Chief Executive Officer of Grisanti Capital Management LLC, an investment advisory firm (since 1999). Mr. Grisanti’s prior business experience includes serving as Director of Research and Portfolio Manager at Spears Benzak, Salomon & Farrell (from 1994 to 1999) and a senior associate at the law firm of Simpson, Thacher & Bartlett (from 1988 to 1994).

 

Stephen L. Isaacs, Director 2

Age: 80 | Number of Funds Overseen: 16 | Tenure: Since 1989 

Non-Royce Directorships: None 

Principal Occupation(s) During Past Five Years: Attorney and President of Health Policy Associates, Inc., consultants. Mr. Isaacs’s prior business experience includes having served as President of the Center for Health and Social Policy (from 1996 to 2012); Director of Columbia University Development Law and Policy Program and Professor at Columbia University (until August 1996).

 

Arthur S. Mehlman, Director 

Age: 77 | Number of Funds Overseen: 36 | Tenure: Since 2004

Non-Royce Directorships: Director/Trustee of registered investment companies constituting the 20 Legg Mason Funds.

Principal Occupation(s) During Past Five Years: Director of The League for People with Disabilities, Inc.; Director of University of Maryland Foundation (non-profits). Formerly: Director of Municipal Mortgage & Equity, LLC (from October 2004 to April 1, 2011); Director of University of Maryland College Park Foundation (non-profit) (from 1998 to 2005); Partner, KPMG LLP (international accounting firm) (from 1972 to 2002); Director of Maryland Business Roundtable for Education (from July 1984 to June 2002).

 

David L. Meister, Director 2 

Age: 80 | Number of Funds Overseen: 16 | 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. Meister’s 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 O’Brien, Director 

Age: 74 | Number of Funds Overseen: 36 | Tenure: Since 2001

Non-Royce Directorships: Director/Trustee of registered investment companies constituting the 20 Legg Mason Funds. 

Principal Occupation(s) During Past Five Years: Trustee Emeritus of Colgate University (since 2005); Board Member of Hill House, Inc. (since 1999); Formerly Director of TICC Capital Corp (from 2003-2017): Trustee of Colgate University (from 1996 to 2005), President of Hill House, Inc. (from 2001 to 2005) and Managing Director/Equity Capital Markets Group of Merrill Lynch & Co. (from 1971 to 1999) .

 

Michael K. Shields, Director 

Age: 61 | Number of Funds Overseen: 16 | 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. Shields’s prior business experience includes owning Shields Advisors, an investment consulting firm (from April 2010 to June 2012).

 

 

 

Francis D. Gannon, Vice President 

Age: 52 | 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. O’Byrne, Vice President 

Age: 57 | 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: 53 | 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: 52 | 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 

Age: 60 | Tenure: Since 2004 

Principal Occupation(s) During Past Five Years: Chief Compliance Officer of The Royce Funds (since October 2004) and Compliance Officer of Royce (since June 2004).

 

1 Interested Director.
2 Retired effective December 31, 2019.

Director will hold office until their successors have been duly elected and qualified or until their earlier resignation or removal.

 

64  |  2019 Annual Report to Stockholders

 

 

 

 

 

Results of Stockholders Meeting

 

Royce Value Trust, Inc. 

At the 2019 Annual Meeting of Stockholders held on September 24, 2019, the Fund’s stockholders elected three Directors, consisting of:

 

  VOTES FOR VOTES WITHHELD
Patricia W. Chadwick 81,049,028 4,920,047
Arthur S. Mehlman 81,116,677 4,852,398
Michael K. Shields 81,101,096 4,867,979

 

Royce Micro-Cap Trust, Inc. 

At the 2019 Annual Meeting of Stockholders held on September 24, 2019, the Fund’s stockholders elected three Directors, consisting of:

 

  VOTES FOR VOTES WITHHELD
Patricia W. Chadwick 33,389,940 1,741,058
Arthur S. Mehlman 33,639,000 1,491,998
Michael K. Shields 33,393,572 1,737,426

 

Royce Global Value Trust, Inc. 

At the 2019 Annual Meeting of Stockholders held on September 24, 2019, the Fund’s stockholders elected three Directors, consisting of:

 

  VOTES FOR VOTES WITHHELD
Patricia W. Chadwick 7,564,329 1,834,066
Arthur S. Mehlman 7,540,304 1,858,091
Michael K. Shields 7,582,405 1,815,990

 

Bylaw Changes

 

The Boards of Directors of Royce Value Trust, Inc., Royce Micro-Cap Trust, Inc., and Royce Global Value Trust, Inc. (each, a “Fund” and collectively, the “Funds”) approved certain changes to the Funds’ Bylaws at meetings held on December 3-4, 2019. Prior to such changes, the Bylaws for each Fund provided that the election of directors shall be decided by a plurality of votes cast. After such changes, the Bylaws provide that a majority of the votes entitled to be cast in the election of directors shall be required to elect a director.

 

2019 Annual Report to Stockholders  |  65

 

 

 

 

 

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, 2019, 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 December 31, 2019 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.royceinvest.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. Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication. 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 Top 50 Mega Cap Index is an unmanaged, capitalization-weighted index of domestic mega-cap stocks that measures the performance of the 50 largest 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. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, endorsed, reviewed or produced by MSCI. None of the MSCI data is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. The MSCI ACWI Small Cap Index is an unmanaged, capitalization-weighted index of global small-cap stocks. Index returns include net reinvested dividends and/or interest income. The S&P 600 is an index of U.S. small-cap stocks selected by Standard & Poor’s based on market size, liquidity, and industry grouping, among other factors. 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 ISM Manufacturing Index (ISM) monitors employment, production, inventories, new orders and supplier deliveries.

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, LLC.

 

Forward-Looking Statements 

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

the Funds’ future operating results
the prospects of the Funds’ portfolio companies
the impact of investments that the Funds have made or may make
the dependence of the Funds’ future success on the general economy and its impact on the companies and industries in which the Funds invest, and
the ability of the Funds’ portfolio companies to achieve their objectives.

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

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

 

Authorized Share Transactions 

Royce 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, 2020. 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 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 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 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, 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.royceinvest.com, by calling (800) 221-4268 (toll-free) and on the website of the Securities and Exchange Commission (“SEC”), at www.sec.gov.

 

Disclosure of Portfolio Holdings 

The Funds’ complete portfolio holdings are also available on Exhibit F to Form N-PORT, which filings are made with the SEC within 60 days of the end of the first and third fiscal quarters. The Funds’ Form N-PORT filings are available on the SEC’s website at http://www.sec.gov.

 

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68  |  2019 Annual Report to Stockholders

 

 

 

 

 

 

 

 

 

 

         
         
  About Royce Investment Partners   Contact Us  
         
 

Unparalleled Knowledge + Experience

 

GENERAL INFORMATION

 
  Pioneers in small-cap investing, with 45+ years   General Royce Funds information including an  
  of experience, depth of knowledge, and focus.   overview of our firm and Funds  
      (800) 221-4268  
  Independent Thinking      
  The confidence to go against consensus, the insight    
  to uncover opportunities others might miss, and the   COMPUTERSHARE  
  tenacity to stay the course through market cycles.   Transfer Agent and Registrar  
      Speak with a representative about:  
  Specialized Approaches   • Your account, transactions, and forms  
  U.S., international, and global investment strategies   (800) 426-5523  
  that pursue approaches with different risk profiles.      
       
  Unwavering Commitment   FINANCIAL ADVISORS AND BROKER-DEALERS  
  Our team of 17 portfolio managers has significant   Speak with your regional Royce contact regarding:  
  personal investments in the strategies they manage.   • Information about our firm, strategies, and Funds  
      • Fund Materials  
      (800) 337-6923  
         
         
         
         
         
         
     
     

CE-REP-1219

 
         
         

 

 

 

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 Registrant’s 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, 2019 - $46,624

Year ended December 31, 2018 - $45,710

 

(b)Audit-Related Fees:

Year ended December 31, 2019 - $0

Year ended December 31, 2018 - $0

 

(c)Tax Fees:

Year ended December 31, 2019 - $9,933 - Preparation of tax returns

Year ended December 31, 2018 - $9,738 - Preparation of tax returns

 

(d)All Other Fees:

Year ended December 31, 2019 - $0

Year ended December 31, 2018 - $0

 

(e)(1)     Annual Pre-Approval: On an annual basis, the Registrant’s 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 Registrant’s independent auditor to perform a service not already pre-approved, the request is to be submitted to the Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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, 2019 - $9,933

Year ended December 31, 2018 - $9,738

 

(h)No such services were rendered during 2019 or 2018.

 

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, Christopher C. Grisanti, Arthur S. Mehlman, G. Peter O’Brien, and Michael K. Shields are members of the Registrant’s 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. Royce’s 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.

 

Royce’s 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. Royce’s 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 issuer’s board of directors or management. Royce’s 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 client’s 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 Royce’s 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 Royce’s 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 Royce’s 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, 2019)

 

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).
Lauren A. Romeo Assistant Portfolio Manager* Since May 1, 2009 Assistant Portfolio of the Registrant (since May 1, 2009); and Portfolio Manager and Analyst at Royce (since 2004).  
Steven G. McBoyle Assistant Portfolio Manager*

Since 

September 1, 2018 

Assistant Portfolio Manager of the Registrant (since September 1, 2018); and Portfolio Manager at Royce (since 2007).
Andrew S. Palen Assistant Portfolio Manager*

Since 

September 1, 2018

Assistant Portfolio Manager of the Registrant (since September 1, 2018); Portfolio Manager and Analyst at Royce (since 2015); Senior Analyst at Armistice Capital (2013-2015); Summer Associate at UBS Global Management (2012); and Associate at Comvest Partners (2008-2011).

* Assistant Portfolio Managers may have investment discretion over a portion of the Registrant’s portfolio subject to the supervision of Registrant’s Portfolio Manager.

 

  

 

 

(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest (information as of December 31, 2019)

 

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 7,596,586,780 2 2,032,846,489
 

Private pooled 

investment vehicles 

3 81,714,999 -- --
  Other accounts* 12 50,000,892 -- --
           
Chris E. Flynn          
  Registered investment companies 5 5,541,357,891 2 2,032,846,489
 

Private pooled 

investment vehicles

1 81,362,378 -- --
  Other accounts* -- -- -- --
           
Lauren A. Romeo          
  Registered investment companies 3 5,385,762,988 1 1,628,039,493
 

Private pooled 

investment vehicles 

5 516,599,424 -- --
  Other accounts* -- -- -- --
Steven G. McBoyle          
  Registered investment companies 4 4,528,092,095 1 1,628,039,493
 

Private pooled 

investment vehicles 

5 403,153,315 -- --
  Other accounts* -- -- -- --
           
Andrew S. Palen          
  Registered investment companies 2 3,577,369,282 1 1,628,039,493
 

Private pooled 

investment vehicles 

-- -- -- --
  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 Registrant’s Rule 17j-1 Code of Ethics.

 

  

 

 

Conflicts of Interest

The fact that a Portfolio Manager has day-to-day management responsibility for more than one client account may create actual, potential or only apparent conflicts of interest. For example, the Portfolio Manager may have an opportunity to purchase securities of limited availability. In this circumstance, the Portfolio Manager is expected to review each account’s 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 account’s 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 Manager’s 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 Royce’s 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 Registrant’s 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 Manager’s 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 Registrant’s 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, 2019)

 

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 Manager’s 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 Manager’s 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 Manager’s 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 Manager’s 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 Royce’s net revenues.

 

-BENEFIT PACKAGE. Portfolio Managers also receive benefits standard for all Royce employees, including health care and other insurance benefits, and participation in Royce’s 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 Royce’s parent company, Legg Mason, Inc. Those options typically represent a relatively small portion of a Portfolio Manager’s overall compensation.

 

(a)(4) Dollar Range of Equity Securities in Registrant Beneficially Owned by Portfolio Manager (information as of December 31, 2019)

 

The following table shows the dollar range of the Registrant’s 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 Registrant’s Shares Beneficially Owned
Charles M. Royce Over $1,000,000
Chris E. Flynn $100,001-$500,000
Lauren A. Romeo $100,001-$500,000
Steven G. McBoyle $0
Andrew S. Palen $0

 

(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 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) The Registrant’s code of ethics pursuant to Item 2 of Form N-CSR.

 

(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.

 

(a)(3) Not Applicable

 

(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.

 

ROYCE VALUE TRUST, INC.  
     
BY: /s/ Christopher D. Clark  
  Christopher D. Clark  
  President  
     
Date: March 2, 2020  

 

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, 2020   Date: March, 2020