N-CSR 1 g74814_rmt-nsar.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 Micro-Cap 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, 2020 – December 31, 2020

 

 

 

 

Item 1. Reports to Shareholders.

 

 

Royce Closed-End Funds 2020 Annual

Review and Report to Stockholders

December 31, 2020

Royce Global Value Trust

Royce Micro-Cap Trust

Royce Value Trust

 

 

 

 

 

 

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 62 and 63. For additional information on the Funds’ Distribution Reinvestment and Cash Purchase Options and the benefits for stockholders, please see page 64 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 2020 Annual Report to Stockholders

 

 

 

 

 

Table of Contents

  

Annual Review  
Letter to Our Stockholders 2
Performance 7
   
Annual Report to Stockholders  
Royce Global Value Trust  
Manager’s 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 51
History Since Inception 62
Distribution Reinvestment and Cash Purchase Options 64
Directors and Officers 65
Notes to Performance and Other Important Information 66
Results of Stockholders Meeting 68

 

 

 

This page is not part of the 2020 Annual Report to Stockholders

 

 

 

 

 

Letter to Our Stockholders

 

 

 

2020’S MARKET: DICKENSIAN DAYS 

In a year that saw so much sorrow met by equal amounts of quiet heroism, it seems almost fitting that the market was subject to extremes of its own. For equity investors, particularly for those in small-cap stocks, the timing of these excesses was fortuitous, going from the worst of times through February and March to the best in 2020’s last three months. After beginning the year with the largest ever quarterly loss in its more than 40-year history (-30.6%), the small-cap Russell 2000 Index proceeded through two positive quarters before enjoying its best showing ever in the fourth quarter, when it gained 31.4%. While we have witnessed many extremes and oddities in our nearly five decades of small cap investing, we have never seen a year quite like 2020.

 

Prior to 2020, small cap had never experienced record-setting extremes in the same year during any decline and rebound period. The speed with which the market crashed and recovered was truly extraordinary. Moreover, from its 3/18/20 low through the end of December, the Russell 2000 rallied 101.3%, though deeper-than-average declines have

 

always been followed by steeper than average recoveries. When all was said and done, the small-cap index rose a more than respectable 20.0% for the calendar year.

 

2020 also saw the striking contrast of the public health crisis with the buoyant stock market, which left many wondering if the market was detached from reality and therefore sure to fall. However, it’s important to remember that the market is forward looking and often sees past difficulties, even formidable ones, that it deems temporary. And as we have often reminded investors, stocks are financial instruments. The level of support they receive from the Federal Reserve can often impact valuations as much as, if not more than, current economic conditions. During the pandemic, the Fed took several aggressively supportive steps to shore up the economy and financial system. These unprecedented efforts also led U.S. Treasury yields to all-time lows while pushing stock valuations close to all-time highs. This explains why, when viewed through the lens of 1% 10-year Treasury yields, small cap valuations in general look relatively reasonable to us—and thus may have farther to climb.


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LETTER TO OUR STOCKHOLDERS

 

Having said that, we are also mindful that 2020 was a much better year for the markets than the economy or corporate profits, and that 2021 may well be its mirror image. The triple-digit advance for the Russell 2000 off the March trough has assuredly priced in much, though we think not all, of the improvement in profits many companies are likely to experience in 2021. To be sure, the U.S. economy appears to be decidedly in coiled spring mode. Numerous comparisons have already been made to the Roaring Twenties, when a wave of spending and other economic activity was spurred by the nearly coterminous ends of the flu epidemic and World War I. As vaccinations continue to roll out, 2021 may see more positive headlines for the economy than we do for the stock market.

 

THE OLD CURIOSITY SHOP: WHERE ARE WE IN THE SMALL-CAP CYCLE? 

Long-time readers will recall that we like to compare the current small cap market cycle to the patterns of the past to provide some guidance about potential returns. A historical analysis of small-cap cycles also signals the likelihood of further small cap advances. Going back to the Russell 2000’s 1979

 

inception, we looked at the 12 previous small-cap market cycles to get a sense of where we may be in the current one. We looked at the returns from the peak of one cycle to the next. While we found considerable variance in these peak-to-peak performances, they did cluster within a fairly narrow return range. The chart below shows the peak-to-peak returns for all 12 full market cycles (as well as what the Russell 2000 gained in the current cycle through the end of 2020). The average return for the 12 peak-to-peak periods was 43.8%, with seven of those 12 periods enjoying returns in the range of 38-59%. Contrasting those performances with the current small cap cycle’s 17.3% return since the most recent index peak suggests to us that the current small cap cycle has room to run—especially in a period of economic expansion.

 

To contextualize our optimistic outlook, it is worth noting that we expect the pace of small-cap’s advance to slow markedly. Although the average first-year return for the 12 previous market troughs was 58.1%, the average return for the subsequent 12 months was 13.6% for the eight peak-to-peak periods that lasted two years or more—still a historically high result.


 

Russell 2000 Peak-to-Peak Returns for Market Cycles Following Drawdowns of 15% or More from 12/31/78-12/31/20

 

 

 

 

Past performance is no guarantee of future results.

 

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LETTER TO OUR STOCKHOLDERS

 

A TALE OF TWO ASSET CLASSES 

Small caps pulled ahead of large caps in 2020’s bullish fourth quarter after lagging by a wide margin through the first three. We see this as a sustainable leadership shift. While small-cap valuations sit at the high end of their historical range, they are nonetheless lower than average when compared with interest rates and notably less expensive than large caps. The chart below uses one of our preferred valuation metrics—LTM EV/EBIT (the last 12 months earnings versus earnings before interest and taxes, excluding companies with no earnings). This chart shows one crucial result of small cap’s long-term underperformance versus large caps: at the end of 2020, small caps were trading versus large caps at one of the cheapest relative valuations we have seen in 20 years. You would need to go back to the 2000 Internet Bubble to find a wider valuation disparity between the two.

 

 

Russell 2000 vs. Russell 1000 Median LTM EV/EBIT1 (ex. Negative EBIT Companies) from 12/31/00 to 12/31/20

 

 

 

 

1Earnings before interest and taxes.

Past performance is no guarantee of future results.
Source: FactSet

  

In addition, the long-running demand for stocks in the NASDAQ-100 Index, in particular the well-known FAAMG (Facebook, Apple, Amazon, Microsoft, and Google) group, has led to an unprecedented level of market capitalization concentration. If investors reallocated even a relatively small percentage of their assets out of these current favorites and into small cap, it would bring significant buying power to the asset class. Along with the prospect of a rebounding global economy, these factors underpin our optimism.

 

Finally, in addition to the relative valuation discount and the potential benefit from a rebalancing of investor interest, there is data to support the case for small-cap superiority during periods of robust economic growth. Small caps are more sensitive to economic cycles than large caps and thus often outperform their larger siblings in strengthening economies. We compared performance for the Russell 2000 and Russell 1000 when nominal GDP growth was 5% or higher over the last 20 years and found that small caps beat large caps 63% of the time in these periods—and did so by an average return margin of 4.4%. The current consensus for 2021 forecasts that nominal GDP growth will exceed 6%, which should be a supportive environment for small caps.

 

GREAT EXPECTATIONS FOR SMALL-CAP LEADERSHIP 

If small-caps do lead large caps, which areas look likely to lead within the small-cap universe? For some time, many market observers have been expecting value stocks to take the leadership reins of small cap. Yet even as the Russell 2000 Value Index enjoyed a highly impressive fourth quarter in 2020, edging past the Russell 2000 Growth Index (+33.4% versus +29.6%), it also trailed its growth counterpart in calendar 2020 by one of the largest margins on record, up 4.6% versus 34.6%. 2020 marked the tenth of the last 12 calendar years of growth’s superiority.

 

However, we do see some signs that a change may be coming. The same robust economic conditions that tend to favor small caps also have historically rewarded value. Specifically, when nominal GDP growth has exceeded 5% (the current consensus expectation for 2021 and 2022), small-cap value outperformed small-cap growth 68% of the time by an average of more than 4%. We would welcome such a leadership shift. At the same time, however, we are more confident in the likelihood of ongoing leadership for cyclicals


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LETTER TO OUR STOCKHOLDERS

 

We have been actively investing in a variety of diverse cyclical companies. For example, we have been focusing on those businesses that look poised to benefit from those changes in consumer behaviors that have been precipitated or accelerated by the coronavirus. We also continue to invest in companies that help to manage the increased complexity of logistics for other businesses.

 

(a status they assumed within small cap in May 2020) than we are in a sustained leadership stint for small-cap value.

  

 

Rolling 12 Month Returns of Russell 2000 Pure Value vs Russell 2000 Pure Growth Indexes From 12/31/00 to 12/31/20

  

 

 

 

Past performance is no guarantee of future results.

  

When we talk to companies, they tell us about growing order books, scarcity of inventory, and strong, low-debt balance sheets, all of which support the idea that a cyclical rebound is under way. In addition to these supportive cyclical conditions, value will also need market leadership from Financials, Materials, and perhaps Energy to pull ahead of growth. These three, often referred to as the “reflationary” sectors, would benefit from sustained inflation and/or commodity price strength, both of which might occur if the dollar continues to weaken. While all of that seems plausible to us, this sort of macro projection lies beyond our core competencies. So while it’s true that there is substantial overlap between value and cyclicals, we feel more secure about the prospects for the latter. More important for our investors, the small-cap value index is not the best proxy for how our own value-oriented strategies invest, and we think

 

these portfolios should be able to do well regardless of how the value index performs.

 

With all of this in mind, we have been actively investing in a variety of diverse cyclical companies. For example, we have been focusing on those businesses that look poised to benefit from those changes in consumer behaviors that have been precipitated or accelerated by the coronavirus. We also continue to invest in companies that help to manage the increased complexity of logistics for other businesses. The increased popularity of outdoor leisure activities, specifically for recreational vehicles and boating, has led us to manufacturers that should benefit from the sustainably higher demand for products and aftermarket services. Ongoing strength in the housing market is seeding opportunities across several of our strategies as more and more people can live farther from their employers, particularly in the absence of a daily commute. Workers requiring additional or reworked space for home offices is creating demand for new homes and home remodeling as well as consistently reliable connectivity. We therefore hold homebuilding, building products, and manufactured housing companies. We also own a number of companies in the semiconductor capital equipment space across several of our strategies as the secular shift toward work from home is intersecting fortuitously with both the longstanding trend toward more widespread use of semis and current highly favorable supply/demand dynamics.


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LETTER TO OUR STOCKHOLDERS

  

Taking the long view, 88% of all rolling three-year return periods since 1945 have produced positive returns for small caps. The current probability might be even higher, due to below average valuations for small caps in the context of 1% Treasury bond yields, an accommodative Federal Reserve, and a recovering economy in the U.S. and for most of the globe.

 

HARD TIMES OR GOOD TIMES AHEAD? 

Our outlook hinges on two percentages, 84% and 88%. Each can help to answer two of the most relevant investor questions for 2021. The first is, do we think that small caps will see a correction during the year? This seems probable. Taking the long view (as is our wont), in 84% of the past 25 calendar years, small caps have experienced a decline of at least 10%. It’s important to keep this in perspective by recalling two aspects of volatility: it is a regularly recurring feature of the small-cap landscape, one that investors should expect, and its sudden movements can benefit a disciplined active manager. The current environment somewhat increases our expectations for volatility. Needless to say, the market endured above-average volatility in 2020, and stocks do not typically transition seamlessly from high volatility periods to more placid ones. The three years that followed the wildly tumultuous 2008, for example, each experienced volatility spikes of their own. In addition, as we write this letter in late January, we note that the small-cap market is seeing elements of frothiness, including a surge in SPAC (Special Purpose Acquisition Corporations) issuance and considerable intra-day volatility in certain stocks

 

favored by day traders. While not a reason for any long-term concern, these developments echo past excesses.

 

The second question is, do we think that small caps can advance over the next several years? That seems likely to us. Again, taking the long view, 88% of all rolling three-year return periods since 1945 have produced positive returns for small caps, according to data from Center for Research into Security Prices, where the CRSP 6-10 serves as the small-cap proxy. The current probability might be even higher, due to the aforementioned below average valuations for small caps in the context of 1% Treasury bond yields, an accommodative Federal Reserve, and a recovering economy in the U.S. and for most of the globe. Even against this constructive backdrop, we expect selectivity to be key. The economy is likely to continue rebounding in an uneven fashion as growth revs up and ultimately stabilizes. Regardless, however, of the shape our collective “new normal” takes, we think 2021 will not only be different enough from pre-2020 to create potential advantages for disciplined active management but should also be a rewarding one for select cyclicals in the small-cap universe.


Sincerely,

 

     

Charles M. Royce

Chairman,

Royce Investment Partners 

Christopher D. Clark

Chief Executive Officer, and

Co-Chief Investment Officer,

Royce Investment Partners

Francis D. Gannon

Co-Chief Investment Officer,

Royce Investment Partners 

February 1, 2021

  

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Performance

 

 
NAV Average Annual Total Returns
As of December 31, 2020 (%)
 
  1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR 30-YR SINCE
INCEPTION
INCEPTION
DATE
Royce Global Value Trust 19.67   9.62 13.92    N/A N/A N/A   N/A   N/A   8.37 10/17/13
Royce Micro-Cap Trust 33.60 13.07 15.72 11.50 9.23 10.87   11.13   N/A 11.31 12/14/93
Royce Value Trust 21.85 10.79 15.53 10.26 8.53 9.51 10.52 11.84 10.82 11/26/86
INDEX                    
MSCI ACWI Small Cap Index 16.33   7.47 11.39   8.82 8.12 9.12   8.24   N/A    N/A N/A
Russell Microcap Index 20.96   8.78 11.89 10.55 7.34 8.95    N/A   N/A    N/A N/A
Russell 2000 Index 19.96 10.25 13.26 11.20 8.91 8.74   9.05 10.96    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. Each Fund is subject to market risk-the possibility that common stock prices will decline, sometimes sharply and unpredictably, over short or extended periods of time. Such declines may be caused by various factors, including market, financial, and economic conditions, governmental or central bank actions, and other factors, such as the recent COVID-19 pandemic, that may not be directly related to the issuer of a security held by a Fund. This pandemic could adversely affect global market, financial, and economic conditions in ways that cannot necessarily be foreseen. 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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MANAGER’S DISCUSSION (UNAUDITED)

 

Royce Global Value Trust (RGT)

 

 

Chuck Royce

 

FUND PERFORMANCE 

Royce Global Value Trust (“RGT”) advanced 19.7% on an NAV (net asset value) basis and gained 24.4% based on market price for 2020, outpacing its benchmark, the MSCI ACWI Small Cap Index, which returned 16.3% for the same period. RGT’s strength through the extraordinary market of 2020 also helped it to outpace the MSCI ACWI Small Cap Index on an NAV and market price basis for three- and five-year periods ended 12/31/20.

 

WHAT WORKED… AND WHAT DIDN’T 

Eight of the Fund’s 10 equity sectors finished 2020 in the black. Information Technology, the Fund’s second largest weighting, made the most sizable positive contribution by a wide margin, followed by Financials and Health Care. Energy and Consumer Discretionary were the only two sectors that detracted during the year while Communication Services, one of our lowest sector weights, made the smallest contribution. At the industry level, capital markets (Financials) contributed most, followed by two groups in Information Technology: electronic equipment, instruments & components and software. Conversely, energy equipment & services (Energy) hampered results most during 2020, with marine and road & rail, both from Industrials, also detracting from performance. 

Headquartered in Canada, Descartes Systems Group was the top performing position in 2020. As a technology company specializing in supply chain management and logistics software, as well as cloud-based services for logistics businesses, Descartes devoted much of 2019 and early 2020 to making acquisitions to add depth and breadth to its business. This allowed the company to benefit from the many supply chain disruptions and logistical challenges wrought by the pandemic, with its Global Logistics Network (GLN) product proving especially additive. At the beginning of December 2020, the firm reported results for its fiscal third quarter of 2021, noting record levels in revenue and adjusted EBITDA (earnings before interest, taxes, depreciation & amortization) that ran ahead of expectations. Also contributing to 2020’s performance was Tel Aviv Stock Exchange, which remained fully operational throughout the pandemic and saw substantial increases in trading volume, higher revenue from listing fees, and increases in annual levies. Even as the globe’s markets began to stabilize following the spring 2020 lows, revenues across trading and data distribution have remained much higher than comparable levels from 2019. We also like how the company’s largely fixed cost structure has allowed it to scale and improve earnings on a run rate basis. 

Kirby Corporation detracted most at the position level in 2020. The company operates barges for petrochemicals and refined petroleum products on U.S. inland waterways. With chemical volume demand and exports hit hard during the pandemic, Kirby’s inland barge utilization rates fell close to an all-time low, hitting 73% in the second quarter. Kirby’s segment that services the oil and gas and commercial & industrial markets ran a loss in 2020 due to lower U.S. fleet miles, fewer fleet repairs, and depressed demand for hydraulic fracturing. With its prospects for recovery increasingly impacted by cyclical industry dynamics more than the positive attributes we see in its business model, we chose to exit the position in RGT. Canada-based Computer Modelling Group, a software company that produces reservoir simulation software for the oil and gas industry, also detracted notably in 2020. Like many businesses with exposure to energy, its stock fell mostly as a result of turmoil in the oil and gas markets. Surmising that current energy oversupply conditions would likely persist, we exited our position in RGT’s portfolio during the first half of 2020. 

Relative to the MSCI ACWI Small Cap Index for the calendar year, the Fund benefited from both savvy stock selection and sector allocation decisions. Effective stock picking made Financials the Fund’s top-performing sector versus the global small-cap index while Real Estate was additive because of our lower weighting and stock selection. The Fund also benefited from our lack of exposure to Utilities, though to a far more modest degree. On the other hand, our lower exposure and ineffective stock selection detracted from performance in both Health Care and Consumer Discretionary, and the portfolio’s cash position also hurt relative results.

 

         
  Top Contributors to Performance   Top Detractors from Performance  
  For 2020 (%)1     For 2020 (%)2    
             
  Descartes Systems Group (The) 1.23   Kirby Corporation -0.83  
  Tel Aviv Stock Exchange 1.19   Computer Modelling Group -0.68  
  XP Power 1.02   Tegma Gestao Logistica -0.58  
  IMCD 0.98   Pason Systems -0.56  
  Daifuku 0.90   Assured Guaranty -0.50  
  1 Includes dividends     2 Net of dividends    
             

 

CURRENT POSITIONING AND OUTLOOK 

Near-term uncertainty notwithstanding, we believe the stage has been set for a global economic recovery that will benefit the more economically sensitive sectors of the overall economy as supply-side shocks continue to wane and pent-up demand is released. As has been the case throughout the pandemic, the world’s central banks appear willing to maintain or increase accommodation, clearing the way for fiscal policy to assume a larger role. All of this hinges, of course, on a relatively smooth roll-out for the coronavirus vaccine. Our outlook for the global cyclical small-cap companies we hold is therefore brighter for 2021 and 2022 than it was at the beginning of 2020. However, growth is likely to be unevenly distributed—and that is where we think active managers can offer an edge. The ability to recognize patterns, understand industry dynamics, and evaluate management teams should all prove crucial in such a climate.

 

8 | 2020 Annual Report to Stockholders

 

 

 

 

 

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

 

 
Performance
Average Annual Total Return (%) Through 12/31/20      
       
  JUL-DEC 20201 1-YR 3-YR 5-YR SINCE INCEPTION (10/17/13)
RGT (NAV) 28.56 19.67 9.62 13.92 8.37
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 24.4% 102.7% N/A N/A N/A 73.8%

 

 

 

¹Reflects the cumulative performance experience of a continuous common stockholder who purchased one share at inception ($8.975 IPO) and reinvested all distributions.
²Reflects the actual month-end market price movement of one share as it has traded on NYSE.

 

 

Morningstar Style Map™ As of 12/31/20

 

 

 

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  
   
XP Power 2.1
Marlowe 2.0
SEI Investments 1.8
Restore 1.8
SThree 1.7
New Work 1.7
IPH 1.7
Morningstar 1.6
Learning Technologies Group 1.5
OEM International Cl. B 1.4

 

   
Portfolio Sector Breakdown  
% of Net Assets  
   
Industrials 33.3
Information Technology 27.9
Financials 12.9
Health Care 6.7
Materials 5.0
Communication Services 3.7
Real Estate 2.6
Consumer Staples 1.6
Consumer Discretionary 1.5
Energy 1.0
Cash and Cash Equivalents, Net of Outstanding Line of Credit 3.8

 

   
Calendar Year Total Returns (%)  
   
YEAR RGT
2020 19.7
2019 31.2
2018 -16.1
2017 31.1
2016 11.1
2015 -3.4
2014 -6.2

 

   
Portfolio Country Breakdown 1,2  
% of Net Assets  
   
United States 26.9
United Kingdom 18.2
Canada 9.3
Japan 7.1
Sweden 6.5
Germany 5.3
Australia 3.2

¹ Represents countries that are 3% or more of net assets. 

² Securities are categorized by the country of their headquarters.

 

   
Portfolio Diagnostics  
   
Fund Net Assets $84 million
Number of Holdings 128
Turnover Rate 54%
Net Asset Value $14.95
Market Price $13.36
Average Market Capitalization1 $2,009 million
Weighted Average P/E Ratio2,3 34.7x
Weighted Average P/B Ratio2 3.6x
Active Share4 98%
1Geometric 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.
2Harmonic 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.
3The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (18% of portfolio holdings as of 12/31/20).
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 Note Regarding Non-Fundamental Investment Policy Change to Become Effective on or About May 1, 2021 

On February 18, 2021, the Board of Directors of RGT approved reducing the percentage of the Fund’s net assets required to be invested in companies headquartered in at least three countries outside the United States from 65% to 40%, effective on or about May 1, 2021. The press release announcing such change was subsequently filed on Form 8-K with the Securities and Exchange Commission and is available on its website at www.sec.gov. The Fund’s investment objective and other investment policies and restrictions will remain unchanged.

 

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 2020.

 

2020 Annual Report to Stockholders | 9

 

 

 

 

 

Royce Global Value Trust

 

Schedule of Investments              
Common Stocks – 96.2%              
      SHARES     VALUE  
               
AUSTRALIA 3.2%              
Cochlear 5     4,900   $ 714,526  
IPH 5     281,675     1,397,052  
Steadfast Group 5     76,900     236,779  
Technology One 5     54,900     346,800  
Total (Cost $1,781,578)           2,695,157  
               
BERMUDA 0.8%              
Assured Guaranty 2     10,800     340,092  
Bank of N.T. Butterfield & Son     9,800     305,368  
Total (Cost $888,710)           645,460  
               
BRAZIL 0.7%              
B3-Brasil, Bolsa, Balcao 5     15,000     179,924  
TOTVS 5     75,085     415,668  
Total (Cost $288,675)           595,592  
               
CANADA 9.3%              
Alamos Gold Cl. A     86,400     754,787  
Altus Group     23,300     899,491  
AutoCanada     21,500     398,786  
CAE     17,200     476,584  
Centerra Gold     39,000     451,615  
Descartes Systems Group (The) 1,2,3     16,000     935,680  
FirstService Corporation     2,100     287,196  
Major Drilling Group International 1     168,000     1,014,942  
Morneau Shepell     47,700     1,162,802  
Pan American Silver 2     12,700     438,277  
Sprott     34,360     997,679  
Total (Cost $4,555,293)           7,817,839  
               
CHINA 0.3%              
A-Living Smart City Services 5     60,500     269,555  
Total (Cost $84,106)           269,555  
               
DENMARK 0.7%              
Chr. Hansen Holding 1,5     2,600     267,511  
SimCorp 5     2,400     356,479  
Total (Cost $385,637)           623,990  
               
FRANCE 1.2%              
Esker 5     3,000     648,371  
Interparfums 1,5     6,620     347,278  
Total (Cost $377,050)           995,649  
               
GERMANY 5.3%              
Amadeus Fire 1,5     5,500     807,891  
Carl Zeiss Meditec 5     4,400     585,483  
CompuGroup Medical 5     4,800     460,963  
Deutsche Konsum REIT 5     13,776     264,049  
Medios 1,5     4,000     182,401  
New Work 5     4,200     1,437,224  
PATRIZIA 5     6,700     214,888  
STRATEC 5     3,000     449,862  
Total (Cost $2,805,028)           4,402,761  
               
GREECE 0.9%              
Sarantis 5     67,700     773,734  
Total (Cost $581,584)           773,734  
               
ICELAND 1.2%              
Ossur 5     127,300     1,012,075  
Total (Cost $835,259)           1,012,075  
               
INDIA 2.2%              
AIA Engineering 5     30,200     824,901  
WNS Holdings ADR 1,2,3     14,700     1,059,135  
Total (Cost $1,599,027)           1,884,036  
               
INDONESIA 0.2%              
Selamat Sempurna 5     2,053,100     202,524  
Total (Cost $187,196)           202,524  
               
ISLE OF MAN 0.3%              
Strix Group 5     73,800     221,650  
Total (Cost $158,021)           221,650  
               
ISRAEL 1.6%              
Nova Measuring Instruments 1,2     9,300     656,580  
Tel Aviv Stock Exchange 5     137,900     702,861  
Total (Cost $578,251)           1,359,441  
               
ITALY 1.4%              
Carel Industries 5     42,100     987,304  
Gruppo MutuiOnline 5     4,600     195,022  
Total (Cost $601,689)           1,182,326  
               
JAPAN 7.1%              
Advantest Corporation 5     8,700     653,169  
As One 5     3,000     512,948  
Benefit One 5     13,900     411,657  
Daifuku 5     4,500     556,992  
eGuarantee 5     13,500     294,533  
Fukui Computer Holdings 5     12,100     470,079  
Morningstar Japan KK 5     108,700     483,247  
Nihon M&A Center 5     4,600     307,833  
NSD 5     18,600     401,337  
Prestige International 5     41,900     370,373  
SCSK 5     2,800     160,278  
TechnoPro Holdings 5     2,500     207,513  
TKC Corporation 5     13,400     1,005,601  
Zenkoku Hosho 5     3,400     156,373  
Total (Cost $3,165,647)           5,991,933  
               
LUXEMBOURG 0.3%              
Eurofins Scientific 1,5     2,700     226,547  
Total (Cost $137,617)           226,547  
               
MEXICO 0.3%              
Becle     94,800     238,673  
Total (Cost $158,552)           238,673  
               
NETHERLANDS 1.2%              
IMCD 5     7,900     1,003,769  
Total (Cost $556,580)           1,003,769  
               
NEW ZEALAND 0.5%              
Fisher & Paykel Healthcare 5     16,200     384,705  
Total (Cost $86,003)           384,705  
               
NORWAY 1.0%              
TGS-NOPEC Geophysical 5     57,000     870,224  
Total (Cost $585,676)           870,224  

 

10 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

December 31, 2020

 

Schedule of Investments (continued)              
      SHARES     VALUE  
SINGAPORE 2.1%              
Midas Holdings 1,4     400,000   $ 0  
XP Power 5     26,800     1,724,080  
Total (Cost $800,209)           1,724,080  
               
SOUTH AFRICA 0.3%              
Transaction Capital 1,5     136,500     229,944  
Total (Cost $181,104)           229,944  
               
SWEDEN 6.5%              
Bravida Holding 5     77,700     1,035,513  
BTS Group 5     10,200     269,431  
Bufab 1,5     21,300     503,095  
Dometic Group 1,5     22,500     297,685  
Karnov Group 5     164,581     1,187,018  
Mycronic 5     31,200     930,268  
OEM International Cl. B 1,5     32,500     1,212,321  
Total (Cost $3,281,496)           5,435,331  
               
SWITZERLAND 2.5%              
Inficon Holding 5     400     364,884  
Kardex Holding 5     2,700     590,033  
LEM Holding 5     150     292,783  
VAT Group 5     1,800     448,635  
VZ Holding 5     4,200     383,525  
Total (Cost $970,327)           2,079,860  
               
UNITED KINGDOM 18.2%              
Ashmore Group 5     142,400     840,488  
CentralNic Group 1,5     836,473     1,075,191  
Computacenter 5     6,800     227,916  
Diploma 5     13,500     405,084  
DiscoverIE Group 5     71,000     653,715  
Eckoh 5     252,800     222,990  
FDM Group Holdings 5     67,500     1,039,376  
Ferroglobe (Warranty Insurance Trust) 1,4     41,100     0  
Halma 5     14,700     492,548  
Intertek Group 5     9,900     765,044  
Keystone Law Group 5     142,100     980,304  
Learning Technologies Group 5     494,200     1,226,449  
Marlowe 1,5     187,800     1,676,967  
Midwich Group 1,5     31,700     215,741  
Mortgage Advice Bureau Holdings 5     67,300     796,881  
Polypipe Group 1,5     82,600     678,911  
Restore 1,5     260,700     1,466,183  
RWS Holdings 5     74,300     544,456  
Softcat 5     13,100     245,627  
SThree 1,5     358,700     1,463,227  
YouGov 5     15,000     213,918  
Total (Cost $11,046,863)           15,231,016  
               
UNITED STATES 26.9%              
Air Lease Cl. A 2     21,182     940,904  
APi Group 1,2,3     50,700     920,205  
BOK Financial 2     6,350     434,848  
Chicken Soup For The Soul Entertainment Cl. A 1     12,000     239,880  
CIRCOR International 1,2     28,300     1,087,852  
CMC Materials 2     5,150     779,195  
Cognex Corporation 2     5,374     431,452  
Coherent 1,2     4,550     682,591  
Colfax Corporation 1,2,3     21,400     818,336  
Diodes 1,2     7,000     493,500  
ESCO Technologies 2     5,500     567,710  
FARO Technologies 1,2,3     7,250     512,068  
FLIR Systems 2,3     23,600     1,034,388  
GCM Grosvenor Cl. A 1     44,626     594,418  
Helios Technologies 2     8,339     444,385  
Innospec 2     6,228     565,066  
Kadant 2     3,900     549,822  
KBR 2     38,700     1,196,991  
Kennedy-Wilson Holdings     30,000     536,700  
Lindblad Expeditions Holdings 1     21,500     368,080  
Lindsay Corporation 2     4,110     527,971  
Mesa Laboratories 2,3     3,660     1,049,102  
Morningstar 2     5,640     1,306,055  
National Instruments 2     9,120     400,733  
PAR Technology 1,2     12,991     815,705  
ProAssurance Corporation2     45,000     800,550  
Quaker Chemical 2     2,710     686,687  
SEI Investments 2     26,750     1,537,323  
SVMK 1     30,000     766,500  
Transcat 1     14,577     505,530  
Upland Software 1,2,3     19,900     913,211  
Total (Cost $14,620,445)           22,507,758  
               
TOTAL COMMON STOCKS              
(Cost $51,297,623)           80,605,629  

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2020 Annual Report to Stockholders | 11

 

 

 

 

 

Royce Global Value Trust December 31, 2020

 

 

Schedule of Investments (continued)        
      VALUE  
         
REPURCHASE AGREEMENT13.5%        
Fixed Income Clearing Corporation, 0.00% dated 12/31/20, due 1/4/21, maturity value $11,259,892 (collateralized by obligations of various U.S. Government Agencies, due 12/30/21, valued at $11,485,127)  
(Cost $11,259,892)   $ 11,259,892  
         
TOTAL INVESTMENTS 109.7%        
(Cost $62,557,515)     91,865,521  
         
LIABILITIES LESS CASH AND OTHER ASSETS(9.7)%     (8,113,522)  
         
NET ASSETS 100.0%   $ 83,751,999  

 

ADR – American Depository Receipt 

 New additions in 2020.

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, 2020. Total market value of pledged securities at December 31, 2020, was $17,065,018.

3 At December 31, 2020, a portion of these securities were rehypothecated in connection with the Fund’s revolving credit agreement in the aggregate amount of $6,167,116.

4 Securities for which market quotations are not readily available represent 0.0% of net assets. These securities have been valued at their fair value under procedures approved by the Fund’s Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.

5 These securities are defined as Level 2 securities due to the application of fair value factors. See Notes to Financial Statements. Securities of Global/International Funds are categorized by the country of their headquarters.

 

Bold indicates the Fund’s 20 largest equity holdings in terms of December 31, 2020, market value.

 

TAX INFORMATION: The cost of total investments for Federal income tax purposes was $62,712,307. At December 31, 2020, net unrealized appreciation for all securities was $29,153,214 consisting of aggregate gross unrealized appreciation of $29,482,916 and aggregate gross unrealized depreciation of $329,702. The primary causes of the difference between book and tax basis cost are the timing of the recognition of losses on securities sold and mark-to-market of Passive Foreign Investment Companies.

 

12 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

 

Royce Global Value Trust December 31, 2020

 

Statement of Assets and Liabilities        
         
ASSETS:        
Investments at value   $ 80,605,629  
Repurchase agreements (at cost and value)     11,259,892  
Foreign currency (cost $12,566)     12,489  
Receivable for investments sold     439,691  
Receivable for dividends     181,909  
Prepaid expenses and other assets     24,791  
Total Assets     92,524,401  
LIABILITIES:        
Revolving credit agreement     8,000,000  
Payable for investments purchased     570,189  
Payable for investment advisory fee     119,504  
Payable for directors’ fees     6,446  
Payable for interest expense     8,147  
Accrued expenses     53,650  
Deferred capital gains tax     14,466  

Total Liabilities

    8,772,402  
Net Assets   $ 83,751,999  
ANALYSIS OF NET ASSETS:        
Paid-in capital - $0.001 par value per share; 5,600,791 shares outstanding (150,000,000 shares authorized)   $ 47,249,348  
Total distributable earnings (loss)     36,502,651  
Net Assets (net asset value per share - $14.95)   $ 83,751,999  
Investments at identified cost   $ 51,297,623  

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

2020 Annual Report to Stockholders | 13

 

 

 

 

 

Royce Global Value Trust Year Ended December 31, 2020

 

Statement of Operations        
         
INVESTMENT INCOME:        
INCOME:        
Dividends   $ 1,727,464  
Foreign withholding tax     (127,491
Interest     5,005  
Rehypothecation income     100  
Total income     1,605,078  
EXPENSES:        
Investment advisory fees     1,353,544  
Interest expense     130,400  
Custody and transfer agent fees     92,881  
Administrative and office facilities     74,546  
Stockholder reports     62,321  
Professional fees     45,473  
Directors’ fees     25,383  
Other expenses     30,062  
Total expenses     1,814,610  
Net investment income (loss)     (209,532
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:        
NET REALIZED GAIN (LOSS):        
Investments     25,336,604  
Foreign currency transactions     (114,339
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):        
Investments     (471,769
Other assets and liabilities denominated in foreign currency     (1,846
Net realized and unrealized gain (loss) on investments and foreign currency     24,748,650  
NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS   $ 24,539,118  

 

14 | 2020 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 12/31/20   YEAR ENDED 12/31/19  
               
INVESTMENT OPERATIONS:              
Net investment income (loss)   $ (209,532)   $ 584,483  
Net realized gain (loss) on investments and foreign currency     25,222,265     5,430,859  
Net change in unrealized appreciation (depreciation) on investments and foreign currency     (473,615)     27,923,370  
Net increase (decrease) in net assets from investment operations     24,539,118     33,938,712  
DISTRIBUTIONS:              
Total distributable earnings     (12,499,130)     (628,921
Total distributions     (12,499,130)     (628,921
CAPITAL STOCK TRANSACTIONS:              
Reinvestment of distributions     4,684,326     246,799  
Value of shares tendered     (75,782,536)      
Total capital stock transactions     (71,098,210)     246,799  
Net Increase (Decrease) In Net Assets     (59,058,222)     33,556,590  
NET ASSETS:              
Beginning of year     142,810,221     109,253,631  
End of year   $ 83,751,999   $ 142,810,221  

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2020 Annual Report to Stockholders | 15

 

 

 

 

 

Royce Global Value Trust Year Ended December 31, 2020

 

Statement of Cash Flows        
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net increase (decrease) in net assets from investment operations   $ 24,539,118  
Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:        
Purchases of long-term investments     (70,938,318
Proceeds from sales and maturities of long-term investments     157,699,056  
Net purchases, sales and maturities of short-term investments     (2,906,892
Net (increase) decrease in dividends and interest receivable and other assets     93,354  
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities     (12,151
Net change in unrealized appreciation (depreciation) on investments     471,769  
Net realized gain (loss) on investments     (25,336,604
Net cash provided by operating activities     83,609,332  
CASH FLOWS FROM FINANCING ACTIVITIES:        
Distributions     (12,499,130
Reinvestment of distributions     4,684,326  
Value of shares tendered     (75,782,536
Net cash used for financing activities     (83,597,340
INCREASE (DECREASE) IN CASH:     11,992  
Cash and foreign currency at beginning of year     497  
Cash and foreign currency at end of year   $ 12,489  

 

Supplemental disclosure of cash flow information:

For the year ended December 31, 2020, the Fund paid $141,979 in interest expense.

 

16 | 2020 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  
      12/31/20     12/31/19     12/31/18     12/31/17     12/31/16  
Net Asset Value, Beginning of Period   $ 13.60   $ 10.42   $ 12.48   $ 9.62   $ 8.81  

INVESTMENT OPERATIONS:

Net investment income (loss)

    (0.05 )   0.06     0.04     0.02     0.06  
Net realized and unrealized gain (loss) on investments and foreign currency     2.63     3.18     (2.06 )   2.96     0.90  
Net increase (decrease) in net assets from investment operations     2.58     3.24     (2.02 )   2.98     0.96  

DISTRIBUTIONS:

Net investment income

        (0.06 )   (0.04 )   (0.11 )   (0.14 )
Net realized gain on investments and foreign currency     (1.19 )                
Total distributions     (1.19 )   (0.06 )   (0.04 )   (0.11 )   (0.14 )

CAPITAL STOCK TRANSACTIONS: 

Effect of reinvestment of distributions by Common Stockholders

    (0.04 )   (0.00 )   (0.00 )   (0.01 )   (0.01 )
Total capital stock transactions     (0.04 )   (0.00 )   (0.00 )   (0.01 )   (0.01 )
Net Asset Value, End of Period   $ 14.95   $ 13.60   $ 10.42   $ 12.48   $ 9.62  
Market Value, End of Period   $ 13.36   $ 11.69   $ 8.88   $ 10.81   $ 8.04  

TOTAL RETURN:1 

Net Asset Value

    19.67 %   31.20 %   (16.11 )%   31.07   11.12 %
Market Value     24.42 %   32.33 %   (17.50 )%   35.96 %   9.77 %

RATIOS BASED ON AVERAGE NET ASSETS:

Investment advisory fee expense 

    1.00 %   1.00 %   1.25 %   1.25 %   1.25 %
Other operating expenses     0.34 %   0.50 %   0.49 %   0.42 %   0.46 %
Total expenses (net)     1.34 %   1.50 %   1.74 %   1.67 %   1.71 %
Expenses excluding interest expense     1.24 %   1.29 %   1.53 %   1.52 %   1.57 %
Expenses prior to balance credits     1.34 %   1.50 %   1.74 %   1.67 %   1.71 %
Net investment income (loss)     (0.15 )%   0.46 %   0.30 %   0.21 %   0.69 %

SUPPLEMENTAL DATA:

Net Assets, End of Period (in thousands) 

  $ 83,752   $ 142,810   $ 109,254   $ 130,526   $ 100,228  
Portfolio Turnover Rate     54 %   48 %   57   34 %   59 %

REVOLVING CREDIT AGREEMENT:

Asset coverage 

    1147 %   1885 %   1466 %   1732 %   1353 %
Asset coverage per $1,000   $ 11,469   $ 18,851   $ 14,657   $ 17,316   $ 13,528  

  

1 The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the 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

 

2020 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. Level 2 securities are foreign securities that were fair valued and 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, 2020. 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   $ 32,925,445   $ 47,680,184   $ 0   $ 80,605,629  
Repurchase Agreement         11,259,892         11,259,892  

  

Level 3 Reconciliation:  
      BALANCE AS OF 12/31/19     PURCHASES     SALES     REALIZED GAIN (LOSS)     UNREALIZED GAIN (LOSS )1     BALANCE AS OF 12/31/20  
Common Stocks   $ 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.

 

18 | 2020 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, 2020 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 may be subject to a tax imposed on 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 349,058 and 21,442 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2020 and December 31, 2019, respectively.

 

2020 Annual Report to Stockholders | 19

 

 

 

 

 

Royce Global Value Trust

 

Notes to Financial Statements (continued)

 

Capital Stock (continued):

On October 28, 2020, the Fund announced the commencement of a conditional cash tender offer for up to 40% of the Fund’s issued and outstanding shares of common stock as of October 12, 2020 (i.e., 4,201,388 shares) at a price per share equal to 100% of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (the “NYSE”) on the trading day immediately following the expiration date for the offer. The tender offer was set to expire at 11:59 p.m. Eastern Time on December 16, 2020, unless extended. The closing of the tender offer was contingent on the Fund’s stockholders approving a new investment advisory agreement between the Fund and Royce in accordance with the requirements of the Investment Company Act of 1940.

On December 7, 2020, the Fund announced its Board of Directors had approved amended terms for its previously announced conditional cash tender offer. The Fund offered to purchase up to 50% of its issued and outstanding shares of common stock as of October 12, 2020 (i.e., 5,251,735 shares) at a price per share equal to 100% of the Fund’s net asset value per share as of the close of regular trading on the NYSE on the trading day immediately following the expiration date for the offer. The expiration date for the tender offer was extended until 11:59 P.M. on December 21, 2020. The closing of the tender offer, however, remained contingent on stockholder approval of a new investment advisory agreement between the Fund and Royce.

The Fund’s stockholders approved a new investment advisory agreement between the Fund and Royce at a special meeting of stockholders held on December 17, 2020. In accordance with the terms and conditions of the tender offer, because the number of shares tendered by stockholders exceeded the number of shares offered to be purchased by the Fund, the Fund purchased the full amount of 5,251,735 shares from tendering stockholders on a pro-rata basis (disregarding fractional shares). The purchase price of the properly tendered shares was equal to $14.43 per share (the Fund’s net asset value per share as of the close of regular trading on the NYSE on December 22, 2020) for an aggregate purchase price of $75,782,536. The direct expenses associated with the conduct of the tender offer and the tender offer materials, including legal fees, information agent fees, depositary fees, and the costs of printing and mailing the tender offer materials, were borne by Franklin Resources, Inc., Royce’s ultimate corporate parent, and not by the Fund.

   

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 then-current maximum amount that may be borrowed by the Fund under the credit agreement. The credit agreement has a 179-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 comply with other financial covenants set forth in 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. BNPPI may also terminate the credit agreement upon sixty (60) calendar days’ prior written notice to the Fund in the event the Fund’s net asset value per share as of the close of business on the last business day of any calendar month declines by thirty-five percent (35%) or more from the Fund’s net asset value per share as of the close of business on the last business day of the immediately preceding calendar month.

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.

The maximum amount the Fund could borrow under the credit agreement during the year ended December 31, 2020 was $8,000,000. Such maximum borrowing amount was subsequently reduced from $8,000,000 to $4,000,000 through an amendment to the credit agreement dated as of January 6, 2021. The Fund has the right to further reduce the maximum amount it can borrow under the credit agreement upon one (1) business day’s prior written notice to BNPPI. In addition, the Fund and BNPPI may agree to increase the maximum amount the Fund can borrow under the credit agreement, which amount may not exceed $15,000,000.

As of December 31, 2020, the Fund has outstanding borrowings of $8,000,000. During the year ended December 31, 2020, the Fund borrowed an average daily balance of $8,000,000 at a weighted average borrowing cost of 1.60%. The maximum amount outstanding during the year ended December 31, 2020, was $8,000,000. As of December 31, 2020, the aggregate value of rehypothecated securities was $6,167,116. During the year ended December 31, 2020, the Fund earned $100 in fees from rehypothecated securities.

 

20| 2020 Annual Report to Stockholders

 

 

 

 

 

Royce Global Value Trust

 

Notes to Financial Statements (continued)

 

Investment Advisory Agreement:

On July 31, 2020, Franklin Resources, Inc. (“Franklin Resources”) acquired Legg Mason, Inc. in an all-cash transaction. As a result of the transaction, Royce, the investment adviser to the Fund, became an indirect, majority-owned subsidiary of Franklin Resources. Under the Investment Company Act of 1940 (the “1940 Act”), consummation of the transaction automatically terminated the Fund’s investment advisory agreement with Royce that was in place prior to the transaction (referred to herein as the “Prior Agreement”). 

Because the Fund’s stockholders did not approve a new investment advisory agreement with Royce (referred to herein as the “New Agreement”) in accordance with the requirements of the 1940 Act prior to the completion of the transaction, an interim investment advisory agreement between the Fund and Royce (the “Interim Agreement”) went into effect upon the closing of the transaction. The Interim Agreement, which was approved by the Fund’s Board of Directors, allowed Royce to continue providing services to the Fund for another 150 days while the Fund continued to seek stockholder approval of the New Agreement. The material terms of the Interim Agreement, including the Fund’s contractual investment advisory fee rate thereunder, were identical to those of the Prior Agreement. Pursuant to the Interim Agreement, investment advisory fees payable by the Fund were deposited to an escrow account rather than paid directly to Royce.

The Fund’s stockholders approved the New Agreement in accordance with the requirements of the 1940 Act at a special meeting of the Fund’s stockholders held on December 17, 2020. The Interim Agreement terminated, and the New Agreement went into effect, upon completion of such meeting. The terms and conditions of the New Agreement are substantially identical to those of the Prior Agreement. The Fund’s contractual investment advisory fee rate under the New Agreement did not change from the Prior Agreement or the Interim Agreement. All investment advisory fees that were deposited to the escrow account under the Interim Agreement were paid to Royce. 

Royce has continued to operate as an independent investment organization with its own brand after completion of the transaction. There have been no changes to the management or investment teams at Royce as a result of the transaction.

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, 2020, the Fund expensed Royce investment advisory fees totaling $1,353,544.

 

Purchases and Sales of Investment Securities:

For the year ended December 31, 2020, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $70,793,554 and $158,024,408, 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, 2020, were as follows:

  

  COSTS OF PURCHASES   PROCEEDS FROM SALES   REALIZED GAIN (LOSS)  
$ 1,573,420 $ 3,485,578 $ (102,413)  

 

Tax Information:

Distributions during the years ended December 31, 2020 and 2019, were characterized as follows for tax purposes:

 

ORDINARY INCOME   LONG-TERM CAPITAL GAINS   RETURN OF CAPITAL  
2020   2019   2020   2019   2020   2019  
$   $ 580,547   $ 12,499,130   $   $   $ 48,374  

 

 The tax basis components of distributable earnings at December 31, 2020, were as follows:

 

UNDISTRIBUTED
 ORDINARY INCOME
  UNDISTRIBUTED CAPITAL LONG-TERM
GAINS OR (CAPITAL LOSS CARRYFORWARD)
  NET UNREALIZED
APPRECIATION (DEPRECIATION)1
  QUALIFIED LATE YEAR
ORDINARY AND POST-OCTOBER LOSS DEFERRALS2
  TOTAL
ESDISTRIBUTABLE TOTAL
  CARRYFORWARD
CAPITAL LOSS UTILIZED
 
$ 868,845   $ 6,483,601   $ 29,150,205   $   $ 36,502,651   $ 5,150,642  

1

Includes 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, 2020, the Fund recorded the following permanent reclassifications, which relate primarily to net operating losses, foreign currency transactions and gains from the sale of Passive Foreign Investment Companies.

 

TOTAL DISTRIBUTABLE EARNINGS (LOSS) PAID-IN CAPITAL
$1,728 $(1,728)

 

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (2017-2020) and has concluded that as of December 31, 2020, no provision for income tax is required in the Fund’s financial statements.

Subsequent Events:

Subsequent events have been evaluated through the date the financial statements were issued.

 

2020 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, 2020, the related statements of operations and cash flows for the year ended December 31, 2020, the statement of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2020 (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, 2020, 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, 2020 and the financial highlights for each of the five years in the period ended December 31, 2020 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, 2020 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 22, 2021

 

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

22 | 2020 Annual Report to Stockholders

 

 

 

 

 

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2020 Annual Report to Stockholders | 23

 

 

 

   

 

MANAGERS’ DISCUSSION (UNAUDITED)

 

Royce Micro-Cap Trust (RMT)

 

 

Chuck Royce
Brendan Hartmann, Chris Flynn,
Jim Stoeffel

 

FUND PERFORMANCE 

Royce Micro-Cap Trust (“RMT”) advanced 33.6% on an NAV (net asset value) basis and gained 29.3% based on market price, outpacing both of its benchmarks, the Russell 2000 and the Russell Microcap Indexes, which returned 20.0% and 21.0%, respectively, for the same period. The Fund also outpaced both indexes on an NAV basis for the three-, five-, 10-, 15-, and 20-year periods ended 12/31/20. In addition, RMT beat both benchmarks based on market price for all of these annualized periods except the 15-year span.

 

WHAT WORKED… AND WHAT DIDN’T 

For the calendar year, 10 of the Fund’s 11 equity sectors finished in the black. Information Technology, the Fund’s largest weighting, led by a wide margin, followed by Health Care and Industrials. Energy was the only sector that detracted, while Utilities and Consumer Staples made the smallest contributions. At the industry level, two of the top contributors were in Information Technology: electronic equipment, instruments & components and semiconductors & semiconductor equipment. Conversely, energy equipment & services and oil, gas & consumable fuels, two industries in Energy, were the largest sources of underperformance for the year. 

The top performing security in 2020 was PAR Technology, which provides systems and service solutions for the hospitality industry. Despite the pandemic-driven challenges this industry faced, PAR remained relatively resilient and saw a 3% increase in revenue in 2Q20. The company was also aided by its recently released platform, Brink, which enables curbside pick-up and delivery while also improving back-office operations. Virgin Galactic Holdings, an aerospace and space travel company, was also additive to performance during the calendar year. Not yet profitable, the company still expects to begin commercial space flights in 2021. Although profitability may prove elusive in the next year, the company did win more payload business from NASA in the second half of 2020, which provides a potential source of near-term revenue. Rounding out the top three contributing securities was Arcturus Therapeutics Holdings, a biotech company that performs discovery and development of therapeutics for rare diseases with a focus on RNA. The stock initially surged early in 2020 when the company announced it was working on a single dose coronavirus vaccine. Its shares then advanced again in November on news of more progress for this treatment. 

The worst performing position in 2020 was offshore transport solutions specialist SEACOR Marine Holdings. In May, the company said it was anticipating a significant negative impact on revenues through the rest of 2020 because of the pandemic, which, along with plummeting oil and gas prices, greatly reduced demand for its services. The next biggest detractor was Computer Modelling Group, a Canada-based software company that produces reservoir simulation software for the oil and gas industry. Declining revenues and earnings resulted from the ongoing challenges endured by many companies exposed to the energy industry. Texas-based property & casualty insurer Hallmark Financial Services also detracted from performance as its revenues and earnings have not yet recovered from pandemic-related difficulties for its industry. However, we are confident that it can meaningfully participate in the industry rebound we think is likely to occur in 2021. 

Relative to the Russell 2000 Index, performance was driven by savvy stock selection and sector allocation, with the former having a much larger impact. Financials helped most by a large margin due to savvy stock selection and our lower exposure to the sector. Stock picks and our higher weighting in Information Technology were additive, while our lower exposure and effective stock selection were beneficial in Real Estate. On the other hand, ineffective stock picking and lower exposure hurt relative results in Health Care. Relative performance was also hampered by our higher exposure to Energy and ineffective stock selection in Consumer Staples.

 

             
  Top Contributors to Performance     Top Detractors from Performance    
  For 2020 (%)1     For 2020 (%)2    
             
  PAR Technology 2.74   SEACOR Marine Holdings -1.05  
  Virgin Galactic Holdings 2.39   Computer Modelling Group -0.75  
  Arcturus Therapeutics Holdings 1.92   Hallmark Financial Services -0.70  
  Trupanion 1.78   Heritage-Crystal Clean -0.62  
  Simulations Plus 1.69   Pason Systems -0.50  
  1 Includes dividends     2 Net of dividends    
             

 

CURRENT POSITIONING AND OUTLOOK 

The positive news on vaccines, in our view, was the critical element in the recent small-cap surge. We believe the reality of vaccines has allowed investors to see past the current economic uncertainty to a tangible return to something like normal. These very encouraging developments seem to have led them to take a fresh look at those companies, particularly in more cyclical areas, that had been relatively neglected for the last few years. Many of these companies should receive an additional boost from ongoing monetary and fiscal stimulus, along with an anticipated increase in the latter. We believe these measures will only add to the strength of the global economy, which was beginning to accelerate before the pandemic. Our outlook for cyclicals in 2021 and 2022 is therefore brighter than it was at the beginning of last year. Following the vaccine roll-out, all of these developments should support higher growth rates than we were looking for a year ago. However, growth is likely to be unevenly distributed—and that is where we think active managers can offer an edge. The ability to recognize patterns, understand industry dynamics, and evaluate management teams should all prove crucial in such a climate.

 

24  |   2020 Annual Report to Stockholders

 

 

 

 

   

 

PERFORMANCE AND PORTFOLIO REVIEW (UNAUDITED)

SYMBOLS MARKET PRICE RMT NAV XOTCX 

                         

 

Performance

Average Annual Total Return (%) Through 12/31/20                              
                               
    JUL-DEC 20201   1-YR   3-YR   5-YR   10-YR   15-YR   20-YR   25-YR   SINCE INCEPTION
(12/14/93
)
 
RMT (NAV)   42.45   33.60   13.07   15.72   11.50   9.23   10.87   11.13   11.31  
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   29.3%   110.8%   194.9%   197.5%   694.9%   1410.8%

 

 

 

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 12/31/20

 

 

 

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      
       
PAR Technology   3.7  
Mesa Laboratories   2.9  
nLIGHT   2.1  
Magnite   1.7  
AutoCanada   1.6  
CIRCOR International   1.6  
Major Drilling Group International   1.4  
Chicken Soup For The Soul      
Entertainment Cl. A   1.4  
Trupanion   1.4  
Upland Software   1.3  

 

Portfolio Sector Breakdown      
% of Net Assets      
       
Information Technology   23.9  
Industrials   19.9  
Health Care   15.8  
Financials   12.3  
Consumer Discretionary   11.8  
Materials   5.2  
Energy   5.2  
Communication Services   3.5  
Real Estate   2.8  
Consumer Staples   1.9  
Utilities   0.4  
Diversified Investment Companies   0.2  
Outstanding Line of Credit, Net of Cash and Cash Equivalents   -2.9  

 

Calendar Year Total Returns (%)      
       
YEAR   RMT  
2020   33.6  
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  

 

Portfolio Diagnostics      
       
Fund Net Assets   $516 million  
Number of Holdings   319  
Turnover Rate   17%  
Net Asset Value   $11.79  
Market Price   $10.12  
Net Leverage 1   2.9%  
Average Market Capitalization 2   $688 million  
Weighted Average P/B Ratio 3   2.6x  
Active Share 4   95%  
U.S. Investments (% of Net Assets)   81.6%  
Non-U.S. Investments (% of Net Assets)   21.3%  
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 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 2020.

 

2020 Annual Report to Stockholders  | 25

 

 

 

 

   

 

Royce Micro-Cap Trust

 

Schedule of Investments          
Common Stocks – 102.9%          

 

    SHARES   VALUE  
             
COMMUNICATION SERVICES 3.5%            
DIVERSIFIED TELECOMMUNICATION SERVICES - 0.2%            
Ooma 1   38,100   $ 548,640  
ORBCOMM 1   65,000     482,300  
          1,030,940  
ENTERTAINMENT - 2.2%            
Chicken Soup For The Soul Entertainment Cl. A 1   358,200     7,160,418  
Gaia Cl. A 1,2,3   100,000     988,000  
IMAX Corporation 1   186,600     3,362,532  
          11,510,950  
INTERACTIVE MEDIA & SERVICES - 1.0%            
Eventbrite Cl. A 1   45,455     822,735  
QuinStreet 1   198,600     4,257,984  
          5,080,719  
MEDIA - 0.1%            
comScore 1   297,195     740,016  
Total (Cost $13,783,484)         18,362,625  
             
CONSUMER DISCRETIONARY 11.8%            
AUTO COMPONENTS - 1.8%            
Exco Technologies   6,000     43,507  
Motorcar Parts of America 1   54,800     1,075,176  
Patrick Industries   17,250     1,179,037  
Sebang Global Battery 4   50,500     3,197,945  
Standard Motor Products   50,860     2,057,796  
Stoneridge 1,2   57,600     1,741,248  
          9,294,709  
DIVERSIFIED CONSUMER SERVICES - 1.9%            
Aspen Group 1   141,520     1,575,118  
Collectors Universe 2   59,400     4,478,760  
Park Lawn   50,000     1,097,494  
Universal Technical Institute 1   445,000     2,874,700  
          10,026,072  
HOTELS, RESTAURANTS & LEISURE - 2.0%            
Century Casinos 1   222,500     1,421,775  
GAN 1   91,500     1,855,620  
Inspired Entertainment 1   50,000     329,000  
Lindblad Expeditions Holdings 1   320,968     5,494,972  
Red Lion Hotels 1   280,271     969,738  
          10,071,105  
HOUSEHOLD DURABLES - 1.0%            
Cavco Industries 1,2   8,600     1,508,870  
Legacy Housing 1   117,000     1,767,870  
Lifetime Brands 2   119,294     1,813,269  
Universal Electronics 1   6,100     320,006  
          5,410,015  
INTERNET & DIRECT MARKETING RETAIL - 1.8%            
Magnite 1   289,500     8,890,545  
Trxade Group 1,2,3   20,700     109,503  
Yatra Online 1   105,000     202,650  
          9,202,698  
LEISURE PRODUCTS - 0.6%            
Clarus Corporation   175,703     2,705,826  
MasterCraft Boat Holdings 1   14,800     367,632  
          3,073,458  
SPECIALTY RETAIL - 2.2%            
AutoCanada   440,000     8,161,207  
Barnes & Noble Education 1   80,000     372,000  
Destination XL Group 1,4   50,000     13,405  

Lazydays Holdings 1   30,000   487,500  
OneWater Marine Cl. A 1   27,899     811,582  
Shoe Carnival 2   29,616     1,160,355  
Stage Stores 1,5   15,000     0  
Zumiez 1   9,600     353,088  
          11,359,137  
TEXTILES, APPAREL & LUXURY GOODS - 0.5%            
Crown Crafts   86,359     617,467  
J G Boswell Company 4   2,490     1,451,670  
YGM Trading 1   2,564,600     612,001  
          2,681,138  
Total (Cost $43,531,909)         61,118,332  
             
CONSUMER STAPLES 1.9%            
BEVERAGES - 0.3%            
Crimson Wine Group 1,4   58,124     310,963  
Eastside Distilling 1   23,000     29,440  
MGP Ingredients   20,000     941,200  
Primo Water   26,791     420,083  
          1,701,686  
FOOD PRODUCTS - 1.4%            
Farmer Bros. 1,2   31,300     146,171  
John B Sanfilippo & Son 2   7,900     622,994  
Landec Corporation 1,2   75,610     820,369  
RiceBran Technologies 1   50,000     30,500  
Seneca Foods Cl. A 1,2   81,087     3,235,371  
Seneca Foods Cl. B 1   40,400     1,598,224  
SunOpta 1   50,000     583,500  
          7,037,129  
HOUSEHOLD PRODUCTS - 0.1%            
Central Garden & Pet 1   12,000     463,320  
PERSONAL PRODUCTS - 0.1%            
e.l.f. Beauty 1   28,300     712,877  
Total (Cost $6,418,191)         9,915,012  
             
DIVERSIFIED INVESTMENT COMPANIES 0.2%            
CLOSED-END FUNDS - 0.2%            
CC Neuberger Principal Holdings I Cl. A 1   84,200     912,728  
Total (Cost $869,941)         912,728  
             
ENERGY 5.2%            
ENERGY EQUIPMENT & SERVICES - 2.8%            
Aspen Aerogels 1   121,185     2,022,578  
Bristow Group 1,2,3   177,900     4,682,328  
CES Energy Solutions   25,000     25,139  
Computer Modelling Group   594,875     2,280,611  
Dawson Geophysical 1   77,336     163,952  
Geospace Technologies 1,2   9,500     81,320  
Independence Contract Drilling 1   5,000     14,700  
Nabors Industries   680     39,596  
North American Construction Group   50,000     494,000  
Pason Systems   202,500     1,253,594  
Profire Energy 1   175,000     149,188  
SEACOR Marine Holdings 1,2   216,957     587,954  
TerraVest Industries   199,000     2,498,248  
          14,293,208  
OIL, GAS & CONSUMABLE FUELS - 2.4%            
Ardmore Shipping   99,100     324,057  
Brigham Minerals Cl. A   220,000     2,417,800  

 

26 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

   

 

December 31, 2020

 

Schedule of Investments (continued)
         
    SHARES    VALUE 
           
ENERGY (continued)          
OIL, GAS & CONSUMABLE FUELS (continued)          
Dorchester Minerals L.P.   153,963   $1,679,736 
Dorian LPG 1   163,138    1,988,652 
GeoPark   87,318    1,134,261 
Navigator Holdings 1   175,000    1,916,250 
Ring Energy 1   50,000    32,995 
Sabine Royalty Trust 2   82,648    2,332,327 
StealthGas 1   229,664    539,711 
         12,365,789 
Total (Cost $34,050,980)        26,658,997 
           
FINANCIALS – 12.3%          
BANKS - 1.4%          
Bryn Mawr Bank   25,000    764,875 
Caribbean Investment Holdings 4   735,635    399,888 
Chemung Financial   31,000    1,052,450 
Fauquier Bankshares 2   133,200    2,315,016 
HBT Financial   22,000    333,300 
Live Oak Bancshares 2   30,900    1,466,514 
Midway Investments 1,5   735,647    0 
TriState Capital Holdings 1   42,800    744,720 
         7,076,763 
CAPITAL MARKETS - 8.0%          
ASA Gold and Precious Metals   171,150    3,743,050 
Ashford 1   10,000    85,800 
B. Riley Financial   27,500    1,216,050 
Barings BDC   215,300    1,980,760 
Bolsa Mexicana de Valores   1,068,000    2,545,553 
Canaccord Genuity Group   203,300    1,782,409 
Donnelley Financial Solutions 1   50,000    848,500 
Fiera Capital Cl. A   78,000    654,443 
GCM Grosvenor Cl. A 1   380,800    5,072,256 
JZ Capital Partners 1,4   50,000    55,101 
Manning & Napier Cl. A   136,600    856,482 
Portman Ridge Finance   22,039    42,094 
Silvercrest Asset Management Group Cl. A   224,100    3,112,749 
Sprott   176,453    5,123,500 
StoneX Group 1,2   69,327    4,014,033 
Tel Aviv Stock Exchange 4   343,000    1,748,233 
U.S. Global Investors Cl. A 2   439,454    2,395,024 
Urbana Corporation   237,600    541,315 
Value Line 2   74,574    2,458,705 
VNV Global SDR 1,4   100,000    1,425,702 
Warsaw Stock Exchange 4   52,900    647,003 
Westaim Corporation 1   500,000    978,082 
         41,326,844 
CONSUMER FINANCE - 0.2%          
Currency Exchange International 1   7,000    60,767 
EZCORP Cl. A 1,2,3   201,000    962,790 
         1,023,557 
DIVERSIFIED FINANCIAL SERVICES - 0.6%          
ECN Capital   556,000    2,826,082 
Waterloo Investment Holdings 1,5   806,000    201,500 
         3,027,582 
INSURANCE - 1.5%          
Hallmark Financial Services 1,2   114,000    405,840 
ProSight Global 1   32,500    416,975 
Trupanion 1,2   58,600    7,015,006 
         7,837,821 

INVESTMENT COMPANIES - 0.6%          
Oaktree Acquisition (Units) 1   200,000   3,160,000 
Total (Cost $48,217,674)        63,452,567 
           
HEALTH CARE – 15.8%          
BIOTECHNOLOGY - 2.9%          
Abeona Therapeutics 1,2   142,221    223,287 
Arcturus Therapeutics Holdings 1,2   79,836    3,463,286 
Avid Bioservices 1   21,500    248,110 
CareDx 1   18,900    1,369,305 
Idera Pharmaceuticals 1   58,061    213,084 
Larimar Therapeutics 1,2   28,064    600,850 
MeiraGTx Holdings 1   47,900    725,206 
Neoleukin Therapeutics 1,2   145,397    2,050,098 
Theratechnologies 1   10,000    25,061 
Zealand Pharma 1,4   153,015    5,558,462 
Zealand Pharma ADR 1   10,000    359,400 
         14,836,149 
HEALTH CARE EQUIPMENT & SUPPLIES - 7.0%          
Apyx Medical 1   35,800    257,760 
AtriCure 1,2   15,000    835,050 
Atrion Corporation 2   4,689    3,011,463 
BioLife Solutions 1   33,700    1,344,293 
Chembio Diagnostics 1   135,800    645,050 
CryoLife 1   34,900    823,989 
CryoPort 1   9,600    421,248 
Cutera 1   13,300    320,663 
LeMaitre Vascular   18,600    753,300 
Mesa Laboratories 2   52,000    14,905,280 
Misonix 1   63,000    787,500 
OraSure Technologies 1,2   50,000    529,250 
OrthoPediatrics Corporation 1   22,700    936,375 
Oxford Immunotec Global 1   5,200    90,818 
Profound Medical 1   33,500    689,265 
Repro-Med Systems 1   52,000    313,040 
Semler Scientific 1,4   22,400    2,060,800 
SI-BONE 1   26,100    780,390 
Surmodics 1,2   79,800    3,472,896 
Tactile Systems Technology 1   10,700    480,858 
Utah Medical Products   31,350    2,642,805 
         36,102,093 
HEALTH CARE PROVIDERS & SERVICES - 2.3%          
AAC Holdings 1,5   89,400    0 
Akumin 1   10,000    30,100 
BioTelemetry 1   17,279    1,245,470 
CRH Medical 1   475,000    1,112,028 
Cross Country Healthcare 1   130,800    1,160,196 
Great Elm Group 1   566,700    1,552,758 
Joint Corp. (The) 1   96,884    2,544,174 
National Research 2   46,668    1,995,057 
PetIQ Cl. A 1,2,3   25,000    961,250 
Psychemedics Corporation 2   37,500    190,875 
Sharps Compliance 1   53,500    505,575 
Surgery Partners 1   17,100    496,071 
         11,793,554 
HEALTH CARE TECHNOLOGY - 1.9%          
OptimizeRx Corporation 1   22,900    713,564 
Simulations Plus 2   85,570    6,154,194 
Tabula Rasa HealthCare 1,2   38,400    1,645,056 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2020 Annual Report to Stockholders | 27

 

 

 

 

   

 

Royce Micro-Cap Trust

 

 

Schedule of Investments (continued)

 

   SHARES   VALUE 
         
HEALTH CARE (continued)          
HEALTH CARE TECHNOLOGY (continued)          
Vocera Communications 1   33,100   $1,374,643 
         9,887,457 
LIFE SCIENCES TOOLS & SERVICES - 1.3%          
Harvard Bioscience 1   193,700    830,973 
Quanterix Corporation 1   127,500    5,928,750 
         6,759,723 
PHARMACEUTICALS - 0.4%          
Agile Therapeutics 1,2,3   90,000    258,300 
Knight Therapeutics 1   187,000    785,961 
Theravance Biopharma 1,2,3   59,009    1,048,590 
         2,092,851 
Total (Cost $45,271,278)        81,471,827 
           
INDUSTRIALS – 19.9%          
AEROSPACE & DEFENSE - 1.0%          
Astronics Corporation 1   7,229    95,640 
CPI Aerostructures 1   181,500    695,326 
Innovative Solutions and Support   78,828    513,959 
PAE Cl. A 1   72,500    665,550 
SIFCO Industries 1   45,800    384,720 
Virgin Galactic Holdings 1,2,3   121,050    2,872,516 
         5,227,711 
AIR FREIGHT & LOGISTICS - 0.2%          
Atlas Air Worldwide Holdings 1   10,000    545,400 
Echo Global Logistics 1   20,000    536,400 
         1,081,800 
BUILDING PRODUCTS - 1.0%          
Burnham Holdings Cl. A 4   117,000    1,406,340 
CSW Industrials 2   20,000    2,238,200 
DIRTT Environmental Solutions 1   96,000    234,551 
Insteel Industries 2   44,200    984,334 
Quanex Building Products   9,900    219,483 
         5,082,908 
COMMERCIAL SERVICES & SUPPLIES - 1.4%          
Acme United   25,000    753,250 
Atento 1   21,742    295,691 
Civeo 1   37,499    521,236 
CompX International Cl. A   500    7,115 
Harsco Corporation 1   36,718    660,190 
Heritage-Crystal Clean 1,2,3   123,001    2,591,631 
Hudson Technologies 1   50,000    54,500 
PICO Holdings 1,2   121,200    1,133,220 
Team 1,2   93,300    1,016,970 
         7,033,803 
CONSTRUCTION & ENGINEERING - 4.2%          
Ameresco Cl. A 1   104,900    5,479,976 
Construction Partners Cl. A 1   86,600    2,520,926 
Granite Construction   13,500    360,585 
IES Holdings 1,2   121,200    5,580,048 
Infrastructure and Energy Alternatives 1   275,100    4,558,407 
Matrix Service 1,2   8,200    90,364 
Northwest Pipe 1,2   59,400    1,681,020 
NV5 Global 1   13,400    1,055,652 
         21,326,978 
ELECTRICAL EQUIPMENT - 1.1%          
American Superconductor 1   53,525    1,253,556 
Encore Wire 2   3,307    200,305 
LSI Industries   415,740    3,558,734 

Powell Industries 2   21,400   631,086 
Power Solutions International 1,2,4   21,100    65,410 
         5,709,091 
INDUSTRIAL CONGLOMERATES - 0.6%          
Raven Industries 2   100,600    3,328,854 
MACHINERY - 4.9%          
CIRCOR International 1,2,3   210,921    8,107,803 
Graham Corporation 2   93,150    1,414,017 
Helios Technologies 2   50,000    2,664,500 
Hurco Companies 2   36,866    1,105,980 
L B Foster Company 1,2   95,300    1,434,265 
Lindsay Corporation 2   41,600    5,343,936 
Luxfer Holdings 2   12,900    211,818 
NN 1   90,600    595,242 
Shyft Group   17,200    488,136 
Titan International   212,200    1,031,292 
Wabash National   6,400    110,272 
Westport Fuel Systems 1   491,100    2,617,563 
         25,124,824 
MARINE - 1.2%          
Algoma Central   40,000    437,426 
Clarkson 4   109,900    4,059,810 
Eagle Bulk Shipping 1   81,428    1,547,132 
         6,044,368 
PROFESSIONAL SERVICES - 0.9%          
Acacia Research 1,2   190,000    748,600 
Barrett Business Services   2,600    177,346 
Forrester Research 1   42,500    1,780,750 
Franklin Covey 1,2   40,100    893,027 
GP Strategies 1   43,700    518,282 
Resources Connection   59,300    745,401 
         4,863,406 
ROAD & RAIL - 0.6%          
Covenant Logistics Group Cl. A 1   23,000    340,630 
HyreCar 1   65,800    469,812 
Marten Transport   3,750    64,613 
Patriot Transportation Holding 2   55,764    489,608 
Universal Logistics Holdings 2   75,200    1,548,368 
         2,913,031 
TRADING COMPANIES & DISTRIBUTORS - 2.8%          
EVI Industries 1,2   217,709    6,513,853 
Houston Wire & Cable 1   331,418    924,656 
Lawson Products 1   36,500    1,858,215 
Transcat 1   153,007    5,306,283 
         14,603,007 
Total (Cost $77,091,825)        102,339,781 
           
INFORMATION TECHNOLOGY – 23.9%          
COMMUNICATIONS EQUIPMENT - 0.9%          
Clearfield 1   85,200    2,106,144 
Digi International 1    45,800    865,620 
Genasys 1   38,300    249,716 
Ituran Location and Control   50,000    952,500 
PCTEL   34,100    224,037 
         4,398,017 
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 9.3%          
Bel Fuse Cl. A   67,705    903,862 
Fabrinet 1   2,200    170,698 

 

28 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

 

   

 

December 31, 2020

 

 

Schedule of Investments (continued)

 

   SHARES   VALUE 
         
INFORMATION TECHNOLOGY (continued)          
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS (continued)          
FARO Technologies 1,2,3   72,100   $5,092,423 
Firan Technology Group 1   25,000    40,262 
HollySys Automation Technologies   51,900    762,411 
LightPath Technologies Cl. A 1   100,000    392,000 
Luna Innovations 1   446,878    4,415,154 
nLIGHT 1,2,3   337,200    11,009,580 
Novanta 1   3,400    401,948 
PAR Technology 1,2,3   303,124    19,033,156 
PC Connection 1,2   33,416    1,580,243 
PowerFleet 1   110,000    817,300 
Richardson Electronics   316,900    1,492,599 
SMTC Corporation 1   150,000    744,000 
Vishay Precision Group 1   41,800    1,315,864 
         48,171,500 
IT SERVICES - 0.5%          
Computer Task Group 1   84,800    518,976 
Hackett Group (The) 2   27,700    398,603 
International Money Express 1   52,585    816,119 
Limelight Networks 1   20,300    80,997 
USA Technologies 1,2   90,500    948,440 
         2,763,135 
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 6.9%          
Alpha & Omega Semiconductor 1   17,900    423,156 
Amtech Systems 1,2   92,184    588,134 
Axcelis Technologies 1   23,000    669,760 
AXT 1   100,000    957,000 
Brooks Automation 2   44,400    3,012,540 
Camtek 1   103,800    2,274,258 
Cohu   38,990    1,488,638 
CyberOptics Corporation 1   54,400    1,234,336 
FormFactor 1   22,869    983,824 
Ichor Holdings 1   25,700    774,727 
Kulicke & Soffa Industries 2   77,200    2,455,732 
Nova Measuring Instruments 1,2   66,100    4,666,660 
NVE Corporation   4,600    258,428 
Onto Innovation 1,2,3   133,150    6,331,283 
PDF Solutions 1   189,500    4,093,200 
Photronics 1   240,800    2,687,328 
Silicon Motion Technology ADR   4,700    226,305 
Ultra Clean Holdings 1,2   72,200    2,249,030 
Veeco Instruments 1,2   17,500    303,800 
         35,678,139 
SOFTWARE - 5.2%          
Agilysys 1,2   106,800    4,098,984 
American Software Cl. A 2   120,352    2,066,444 
AudioEye 1   50,000    1,291,500 
Digital Turbine 1   99,700    5,639,032 
Model N 1   50,000    1,784,000 
OneSpan 1   5,600    115,808 
Optiva 1   28,000    767,916 
QAD Cl. A   29,487    1,862,988 
RealNetworks 1   100,171    156,267 
SeaChange International 1   50,000    70,000 
SharpSpring 1   132,800    2,161,984 
Upland Software 1   148,200    6,800,898 
         26,815,821 
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS - 1.1%          
AstroNova   76,700    816,855 

Avid Technology 1   43,700   693,519 
Intevac 1   539,400    3,889,074 
TransAct Technologies 1   40,900    290,390 
         5,689,838 
Total (Cost $70,156,926)        123,516,450 
           
MATERIALS – 5.2%          
CHEMICALS - 0.2%          
LSB Industries 1   135,800    460,362 
Rayonier Advanced Materials 1   50,000    326,000 
         786,362 
CONSTRUCTION MATERIALS - 0.1%          
Monarch Cement 4   8,150    564,387 
CONTAINERS & PACKAGING - 0.3%          
UFP Technologies 1,2,3   36,445    1,698,337 
METALS & MINING - 4.6%          
Alamos Gold Cl. A   261,044    2,280,469 
Altius Minerals   113,000    1,215,312 
Ampco-Pittsburgh 1   79,002    432,931 
Haynes International 2   41,400    986,976 
Imdex 4   650,666    865,648 
MAG Silver 1   154,050    3,161,106 
Major Drilling Group International 1   1,204,084    7,274,260 
Olympic Steel   35,000    466,550 
Pretium Resources 1   80,000    916,961 
Sandstorm Gold 1   810,000    5,807,700 
Universal Stainless & Alloy Products 1,2   33,620    251,478 
         23,659,391 
Total (Cost $22,130,182)        26,708,477 
           
REAL ESTATE – 2.8%          
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.4%          
Postal Realty Trust Cl. A   114,000    1,924,320 
REAL ESTATE MANAGEMENT & DEVELOPMENT - 2.4%          
Altus Group   87,000    3,358,614 
Dundee Corporation Cl. A 1   413,200    451,212 
Marcus & Millichap 1,2   4,900    182,427 
Real Matters 1   229,500    3,463,505 
RMR Group (The) Cl. A 2   75,400    2,911,948 
Tejon Ranch 1,2   154,994    2,239,663 
         12,607,369 
Total (Cost $14,607,101)        14,531,689 
           
UTILITIES – 0.4%          
INDEPENDENT POWER & RENEWABLE ELECTRICITY PRODUCER - 0.1%          
Innergex Renewable Energy   15,573    334,852 
WATER UTILITIES - 0.3%          
Global Water Resources   106,000    1,527,460 
Total (Cost $837,426)        1,862,312 
           
TOTAL COMMON STOCKS          
(Cost $376,966,917)        530,850,797 

 

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Royce Micro-Cap Trust December 31, 2020

 

 

Schedule of Investments (continued)

 

   SHARES   VALUE 
         
WARRANTS – 0.0%          
           
INDUSTRIALS – 0.0%          
CONSTRUCTION & ENGINEERING - 0.0%          
Infrastructure and Energy Alternatives          
(Warrants) 1   100,000   $287,000 
Total (Cost $106,385)        287,000 
           
INFORMATION TECHNOLOGY – 0.0%          
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.0%          
eMagin Corporation (Warrants) 1,5   50,000    5,000 
Total (Cost $0)        5,000 
           
TOTAL WARRANTS          
(Cost $106,385)        292,000 
           
REPURCHASE AGREEMENT– 1.4%          
Fixed Income Clearing Corporation, 0.00% dated 12/31/20, due 1/4/21, maturity value $6,976,156 (collateralized by obligations of various U.S. Government Agencies, 0.125% due 12/31/22, valued at $7,115,700) 
(Cost $6,976,156)        6,976,156 
           
TOTAL INVESTMENTS – 104.3%          
(Cost $384,049,458)        538,118,953 
           
LIABILITIES LESS CASH AND OTHER ASSETS – (4.3)%        (22,203,021)
           
NET ASSETS – 100.0%       $515,915,932 

 

ADR – American Depository Receipt
SDR – Swedish Depository Receipt

 

New additions in 2020. 

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, 2020. Total market value of pledged securities at December 31, 2020, was $62,606,321. 

3 At December 31, 2020, a portion of these securities were rehypothecated in connection with the Fund’s revolving credit agreement in the aggregate amount of $17,650,495. 

4 These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities and/or due to the application of fair value factors. See Notes to Financial Statements. 

5 Securities for which market quotations are not readily available represent 0.0% of net assets. These securities have been valued at their fair value under procedures approved by the Fund’s Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.

 

Bold indicates the Fund’s 20 largest equity holdings in terms of December 31, 2020, market value.

 

TAX INFORMATION: The cost of total investments for Federal income tax purposes was $388,999,034. At December 31, 2020, net unrealized appreciation for all securities was $149,119,919 consisting of aggregate gross unrealized appreciation of $207,253,082 and aggregate gross unrealized depreciation of $58,133,163. 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 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

 

   

 

December 31, 2020

Royce Micro-Cap Trust 

 

 

Statement of Assets and Liabilities         

 

ASSETS:        
Investments at value   $ 531,142,797  
Repurchase agreements (at cost and value)     6,976,156  
Foreign currency (cost $9,636)     9,662  
Receivable for investments sold     467,659  
Receivable for dividends     173,868  
Prepaid expenses and other assets     34,659  
Total Assets     538,804,801  
LIABILITIES:        
Revolving credit agreement     22,000,000  
Payable for investments purchased     333,912  
Payable for investment advisory fee     429,536  
Payable for directors’ fees     20,783  
Payable for interest expense     22,403  
Accrued expenses     82,235  
Total Liabilities     22,888,869  
Net Assets   $ 515,915,932  
ANALYSIS OF NET ASSETS:        
Paid-in capital - $0.001 par value per share; 43,764,788 shares outstanding (150,000,000 shares authorized)   $ 366,205,468  
Total distributable earnings (loss)     149,710,464  
Net Assets (net asset value per share - $11.79)   $ 515,915,932  
Investments at identified cost   $ 377,073,302  

 

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Royce Micro-Cap Trust 

Year Ended December 31, 2020

 

 

Statement of Operations        

 

INVESTMENT INCOME:        
INCOME:        
Dividends   $ 4,238,924  
Foreign withholding tax     (144,315 )
Interest     7,901  
Rehypothecation income     157,549  
Total income     4,260,059  
EXPENSES:        
Investment advisory fees     4,626,259  
Interest expense     358,601  
Administrative and office facilities     185,594  
Stockholder reports     125,004  
Directors’ fees     79,088  
Custody and transfer agent fees     75,262  
Professional fees     67,858  
Other expenses     56,379  
Total expenses     5,574,045  
Net investment income (loss)     (1,313,986 )
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:        
NET REALIZED GAIN (LOSS):        
Investments     27,288,405  
Foreign currency transactions     (7,871 )
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):        
Investments     99,192,464  
Other assets and liabilities denominated in foreign currency     1,923  
Net realized and unrealized gain (loss) on investments and foreign currency     126,474,921  
NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS   $ 125,160,935  

 

32 | 2020 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 12/31/20   YEAR ENDED 12/31/19  
               
INVESTMENT OPERATIONS:              
Net investment income (loss)   $ (1,313,986 ) $ 382,166  
Net realized gain (loss) on investments and foreign currency     27,280,534     21,750,780  
Net change in unrealized appreciation (depreciation) on investments and foreign currency     99,194,387     52,498,864  
Net increase (decrease) in net assets from investment operations     125,160,935     74,631,810  
DISTRIBUTIONS:              
Total distributable earnings     (26,108,860 )   (27,923,323 )
Total distributions     (26,108,860 )   (27,923,323 )
CAPITAL STOCK TRANSACTIONS:              
Reinvestment of distributions     12,056,861     12,599,364  
Total capital stock transactions     12,056,861     12,599,364  
Net Increase (Decrease) In Net Assets     111,108,936     59,307,851  
NET ASSETS:              
Beginning of year     404,806,996     345,499,145  
End of year   $ 515,915,932   $ 404,806,996  

 

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Royce Micro-Cap Trust

 Year Ended December 31, 2020

 

 

Statement of Cash Flows

 

CASH FLOWS FROM OPERATING ACTIVITIES:        
Net increase (decrease) in net assets from investment operations   $ 125,160,935  
Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:        
Purchases of long-term investments     (72,745,719 )
Proceeds from sales and maturities of long-term investments     77,112,913  
Net purchases, sales and maturities of short-term investments     10,813,844  
Net (increase) decrease in dividends and interest receivable and other assets     69,810  
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities     63,123  
Net change in unrealized appreciation (depreciation) on investments     (99,192,464 )
Net realized gain (loss) on investments     (27,288,405 )
Net cash provided by operating activities     13,994,037  
CASH FLOWS FROM FINANCING ACTIVITIES:        
Distributions     (26,108,860 )
Reinvestment of distributions     12,056,861  
Net cash used for financing activities     (14,051,999 )
INCREASE (DECREASE) IN CASH:     (57,962 )
Cash and foreign currency at beginning of year     67,624  
Cash and foreign currency at end of year   $ 9,662  

 

Supplemental disclosure of cash flow information: 

For the year ended December 31, 2020, the Fund paid $390,445 in interest expense.

 

34 | 2020 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  
      12/31/20     12/31/19     12/31/18     12/31/17     12/31/16  
Net Asset Value, Beginning of Period   $ 9.63   $ 8.53   $ 10.48   $ 9.63   $ 8.59  
INVESTMENT OPERATIONS:                                
Net investment income (loss)     (0.03 )   0.01     0.01     0.06     0.03  
Net realized and unrealized gain (loss) on investments and foreign currency     2.86     1.81     (1.18 )   1.52     1.70  
Net increase (decrease) in net assets from investment operations     2.83     1.82     (1.17 )   1.58     1.73  
DISTRIBUTIONS:                                
Net investment income     (0.08 )   (0.03 )   (0.00 )   (0.06 )   (0.08 )
Net realized gain on investments and foreign currency     (0.53 )   (0.65 )   (0.75 )   (0.63 )   (0.56 )
Total distributions     (0.61 )   (0.68 )   (0.75 )   (0.69 )   (0.64 )
CAPITAL STOCK TRANSACTIONS:                                
Effect of reinvestment of distributions by Common Stockholders     (0.06 )   (0.04 )   (0.03 )   (0.04 )   (0.05 )
Total capital stock transactions     (0.06 )   (0.04 )   (0.03 )   (0.04 )   (0.05 )
Net Asset Value, End of Period   $ 11.79   $ 9.63   $ 8.53   $ 10.48   $ 9.63  
Market Value, End of Period   $ 10.12   $ 8.54   $ 7.42   $ 9.44   $ 8.16  
TOTAL RETURN:1                                
Net Asset Value     33.60 %   22.44 %   (11.62 )%   17.67 %   21.98 %
Market Value     29.32 %   24.82 %   (14.65 )%   25.09 %   22.30 %
RATIOS BASED ON AVERAGE NET ASSETS:                                
Investment advisory fee expense2     1.19 %   0.85 %   0.923 %3   0.49 %   0.87 %
Other operating expenses     0.24 %   0.35 %   0.43 %   0.40 %   0.39 %
Total expenses (net)     1.43 %   1.20 %   1.35 %   0.89 %   1.26 %
Expenses excluding interest expense     1.34 %   1.01 %   1.05 %   0.62 %   1.02 %
Expenses prior to balance credits     1.43 %   1.20 %   1.35 %   0.89 %   1.26 %
Net investment income (loss)     (0.34 )%   0.10 %   0.10 %   0.56 %   0.32 %
SUPPLEMENTAL DATA:                                
Net Assets, End of Period (in thousands)   $ 515,916   $ 404,807   $ 345,499   $ 409,905   $ 363,701  
Portfolio Turnover Rate     17 %   15 %   21 %   15 %   26 %
REVOLVING CREDIT AGREEMENT:                                
Asset coverage     2445 %   1940 %   1670 %   1011 %   908 %
Asset coverage per $1,000   $ 24,451   $ 19,400   $ 16,705   $ 10,109   $ 9,082  

 

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 2020 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 and foreign securities that were fair valued 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, 2020. 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 $506,818,530 $23,830,767 $201,500 $530,850,797
Warrants 287,000 5,000 292,000
Repurchase Agreement 6,976,156 6,976,156

 

36 | 2020 Annual Report to Stockholders
 
 

 

   

 

Royce Micro-Cap Trust

 

Notes to Financial Statements (continued)

 

VALUATION OF INVESTMENTS (continued): 

 

Level 3 Reconciliation:

 

  BALANCE AS OF 12/31/19 SALES TRANSFERS IN REALIZED GAIN (LOSS) UNREALIZED GAIN (LOSS)1 BALANCE AS OF 12/31/20
Common Stocks $241,800 $0 $0 $(2,003,114) $1,962,814 $201,500
Warrants              0   –   –                –          5,000       5,000

1The net change in unrealized appreciation (depreciation) is included in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. Net realized gain (loss) from investments and foreign currency transactions is included in the accompanying Statement of Operations.

 

REPURCHASE AGREEMENTS:

The Fund may enter into repurchase agreements with institutions that the 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, 2020 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.

 

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.

 

2020 Annual Report to Stockholders | 37
 
 

 

   

 

Royce Micro-Cap Trust

 

Notes to Financial Statements (continued)

 

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 1,745,537 and 1,519,172 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2020 and December 31, 2019, 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 then-current maximum amount that may be borrowed by the Fund under the credit agreement. The credit agreement has a 179-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 comply with other financial covenants set forth in 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. BNPPI may also terminate the credit agreement upon sixty (60) calendar days’ prior written notice to the Fund in the event the Fund’s net asset value per share as of the close of business on the last business day of any calendar month declines by thirty-five percent (35%) or more from the Fund’s net asset value per share as of the close of business on the last business day of the immediately preceding calendar month.

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.

The current maximum amount the Fund may borrow under the credit agreement is $22,000,000. The Fund has the right to reduce the maximum amount it can borrow under the credit agreement upon one (1) business day’s prior written notice to BNPPI. In addition, the Fund and BNPPI may agree to increase the maximum amount the Fund can borrow under the credit agreement, which amount may not exceed $60,000,000.

As of December 31, 2020, the Fund has outstanding borrowings of $22,000,000. During the year ended December 31, 2020, the Fund borrowed an average daily balance of $22,000,000 at a weighted average borrowing cost of 1.60%. The maximum amount outstanding during the year ended December 31, 2020, was $22,000,000. As of December 31, 2020, the aggregate value of rehypothecated securities was $17,650,495. During the year ended December 31, 2020, the Fund earned $157,549 in fees from rehypothecated securities.

 

Investment Advisory Agreement:

On July 31, 2020, Franklin Resources, Inc. (“Franklin Resources”) acquired Legg Mason, Inc. in an all-cash transaction. As a result of the transaction, Royce, the investment adviser to the Fund, became an indirect, majority-owned subsidiary of Franklin Resources. Under the Investment Company Act of 1940, consummation of the transaction automatically terminated the investment advisory agreement that was in place for the Fund prior to the transaction. Royce continues to provide uninterrupted services to the Fund pursuant to a new investment advisory agreement that was approved by the Fund’s stockholders. The terms and conditions of the Fund’s new investment advisory agreement are substantially identical to those of its prior investment advisory agreement. The Fund’s contractual investment advisory fee rate under the new investment advisory agreement did not change from the prior investment advisory agreement. Royce has continued to operate as an independent investment organization with its own brand after completion of the transaction. There have been no changes to the management or investment teams at Royce as a result of the transaction.

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.

 

38 | 2020 Annual Report to Stockholders

 

 
 

 

   

 

Royce Micro-Cap Trust

 

Notes to Financial Statements (continued)

 

Investment Advisory Agreement (continued):

The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the 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 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 2020, the Fund’s investment performance ranged from 1% below to 10% above the investment performance of the Russell 2000. Accordingly, the net investment advisory fee consisted of a Basic Fee of $3,923,194 and a net upward adjustment of $703,065 for the performance of the Fund relative to that of the Russell 2000. For the year ended December 31, 2020, the Fund expensed Royce investment advisory fees totaling $4,626,259.

 

Purchases and Sales of Investment Securities:

For the year ended December 31, 2020, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $69,867,266 and $70,857,630, 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, 2020, were as follows:

 

COSTS OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS)
$3,614,947 $ – $ –

 

Tax Information:

Distributions during the years ended December 31, 2020 and 2019, were characterized as follows for tax purposes:

 

ORDINARY INCOME LONG-TERM CAPITAL GAINS
2020 2019 2020 2019
$7,185,672 $2,744,066 $18,923,188 $25,179,257

 

The tax basis components of distributable earnings at December 31, 2020, 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
$ – $768,761 $149,122,471 $(180,768) $149,710,464
1Includes timing differences on foreign currency, recognition of losses on securities sold, investments in Real Estate Investment Trusts, 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, 2020, the Fund had no reclassifications.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (2017-2020) and has concluded that as of December 31, 2020, no provision for income tax is required in the Fund’s financial statements.

 

Subsequent Events:

Subsequent events have been evaluated through the date the financial statements were issued.

 

2020 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, 2020, the related statements of operations and cash flows for the year ended December 31, 2020, the statement of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2020 (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, 2020, 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, 2020 and the financial highlights for each of the five years in the period ended December 31, 2020 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, 2020 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 22, 2021

 

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

40 | 2020 Annual Report to Stockholders

 

 
 

 

   

 

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2020 Annual Report to Stockholders | 41

 

 
 

 

 

 

MANAGER’S DISCUSSION (UNAUDITED)

 

Royce Value Trust (RVT)   

 

 

 

Chuck Royce

  

FUND PERFORMANCE

In as extreme a year as we can remember, Royce Value Trust (“RVT”) outpaced both of its unleveraged small-cap benchmarks on an NAV (net asset value) basis. For 2020, the Fund gained 21.9% based on NAV and 19.2% based on market price, compared to respective advances of 20.0% and 11.2% for the Russell 2000 and S&P SmallCap 600 Indexes for the same period. We were equally if not more pleased that on an NAV basis, RVT outpaced the Russell 2000 for the one-, three-, five-, 20-, 25-, 30-year, and since inception (11/26/86) periods ended 12/31/20. The Fund also beat the Russell 2000 on a market price basis for the five-, 20-, 25-, 30-year, and since inception periods ended 12/31/20.

  

WHAT WORKED… AND WHAT DIDN’T

Eight of the Fund’s 11 equity sectors finished 2020 in the black, led by Information Technology, which more than doubled the respective impacts made by the second- and third-best contributors, Consumer Discretionary and Health Care. Energy and Utilities were the only sector detractors while Real Estate was flat for the year. At the industry level, two industries from Information Technology led—semiconductors & semiconductor equipment and electronic equipment, instruments & components—while energy equipment & services (Energy) and marine (Industrials) were the two biggest detractors.

Bandwidth, RVT’s top-contributing position, is a communications platform-as-a-service (CPaaS) company that offers cloud-based software to integrate voice and text into online applications. The company benefited from the dramatic increase in the need for work-from-home and related remote technologies in 2020, which helped its shares reach triple-digit percentage growth. The company boasts an impressive roster of customers, including Microsoft, Google, and Zoom, while in November it announced the acquisition of Belgian competitor Voxbone, which opens Bandwidth to business in more than 60 countries. The portfolio’s next top-contributing position was e-commerce retailer Etsy, which focuses on handmade or vintage items and craft supplies. Its business was growing at a steady pace prior to 2020, but revenues reached triple-digit rates in 2020’s fiscal second quarter and stayed enviably high in the third quarter. While much of its sales were attributable to face masks, the company also had success with several other major categories in 2020, including apparel, personal care, and homewares.

Offshore transport solutions specialist SEACOR Marine Holdings detracted most at the position level. In May, the company reported that it was anticipating a significant negative impact on revenues through the rest of 2020 as a result of the pandemic, which, along with plummeting oil and gas prices, greatly reduced demand for its services. We finished exiting our position in December. Kirby Corporation also detracted notably in 2020. The company operates barges for petrochemicals and refined petroleum products on U.S. inland waterways. With chemical volume demand and exports hit hard during the pandemic, Kirby’s inland barge utilization rates fell close to an all-time low, hitting 73% in the second quarter. Kirby’s segment that services the oil and gas and commercial & industrial markets ran a loss in 2020 due to lower U.S. fleet miles, fewer fleet repairs, and depressed demand for hydraulic fracturing. We will continue to closely assess its prospects for recovery as cyclical industry dynamics are increasingly overwhelming the positive attributes we see in its business model.

Looking at attribution for the calendar year, stock selection had the most significant impact on outperformance, most notably in Financials, Real Estate (where our lower exposure helped even more), and Materials. Conversely, our substantially lower weight hurt in Health Care, as did ineffective stock selection. Greater exposure to the struggling Energy sector hampered relative results—our stock picks in the sector detracted only marginally—while stock selection hurt enough in Industrials to outweigh the positive effect of our sector overweight.

  

  Top Contributors to Performance   Top Detractors from Performance  
  For 2020 (%)1     For 2020 (%)2    
  Bandwidth Cl. A 1.47   SEACOR Marine Holdings -0.74  
  Etsy 1.32   Kirby Corporation -0.71  
  Virgin Galactic Holdings 1.15   Pason Systems -0.50  
  Camping World Holdings Cl. A 0.98   ProAssurance Corporation -0.49  
  Quaker Chemical 0.87   RBC Bearings -0.48  
  1 Includes dividends     2 Net of dividends    

  

CURRENT POSITIONING AND OUTLOOK

The positive news on vaccines was, in our view, the critical element in the recent small-cap surge. We believe the reality of vaccines has allowed investors to see past the current economic uncertainty to a tangible return to something like normal. These very encouraging developments seem to have led them to take a fresh look at those companies, particularly in more cyclical areas, that had been relatively neglected for the last few years. Many of these companies should receive an additional boost from ongoing monetary and fiscal stimulus, along with an anticipated increase in the latter. We believe these measures will only add to the strength of the global economy, which was beginning to accelerate before the pandemic. Our outlook for cyclicals in 2021 and 2022 is therefore brighter than it was at the beginning of last year. Following the vaccine roll-out, all of these developments should support higher growth rates than we were looking for a year ago. However, growth is likely to be unevenly distributed—and that is where we think active managers can offer an edge. The ability to recognize patterns, understand industry dynamics, and evaluate management teams should all prove crucial in such a climate.

 

42 | 2020 Annual Report to Stockholders

 
 

 

 

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

 

Performance
Average Annual Total Return (%) Through 12/31/20
  JUL-DEC 20201 1-YR 3-YR 5-YR 10-YR 15-YR 20-YR 25-YR 30-YR SINCE INCEPTION (11/26/86)
RVT (NAV) 33.78 21.85 10.79 15.53 10.26 8.53 9.51 10.52 11.84 10.82

1 Not Annualized

 

Market Price Performance History Since Inception (11/26/86)
Cumulative Performance of Investment through 12/31/201
  1-YR 5-YR 10-YR 15-YR 20-YR SINCE INCEPTION (11/26/86)
RVT 19.2% 107.0% 166.6% 180.0% 518.3% 2635.7%

  

 

 

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 12/31/20

 

 

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  
MKS Instruments 2.1
Quaker Chemical 1.7
Colfax Corporation 1.6
Upland Software 1.5
FLIR Systems 1.5
Cirrus Logic 1.2
Bandwidth Cl. A 1.2
IES Holdings 1.2
AutoCanada 1.2
Etsy 1.2

  

Portfolio Sector Breakdown  
% of Net Assets  
Information Technology 25.0
Industrials 23.4
Financials 14.4
Consumer Discretionary 11.3
Materials 10.5
Health Care 7.1
Real Estate 3.5
Energy 2.7
Communication Services 2.3
Consumer Staples 2.2
Diversified Investment Companies 0.1
Utilities 0.1
Outstanding Line of Credit, Net of Cash and Cash Equivalents -2.6

  

Calendar Year Total Returns (%)  
YEAR RVT
2020 21.9
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

 

Portfolio Diagnostics  
Fund Net Assets $1,889 million
Number of Holdings 488
Turnover Rate 36%
Net Asset Value $18.52
Market Price $16.14
Net Leverage 1 2.6%
Average Market Capitalization 2 $2,278 million
Weighted Average P/E Ratio 3,4 25.5x
Weighted Average P/B Ratio 3 2.6x
Active Share 5 87%
U.S. Investments (% of Net Assets) 86.7%
Non-U.S. Investments (% of Net Assets) 15.9%

 

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 (28% of portfolio holdings as of 12/31/20).

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 2020.

 

2020 Annual Report to Stockholders | 43

 

 
 
 

 

Royce Value Trust

 

Schedule of Investments   
Common Stocks – 102.6%   
   SHARES  VALUE
    
COMMUNICATION SERVICES – 2.3%        
DIVERSIFIED TELECOMMUNICATION SERVICES - 1.4%        
Bandwidth Cl. A 1  147,600 $ 22,681,692 
Cogent Communications Holdings 2  18,332   1,097,537 
Liberty Latin America Cl. C 1,2  319,528   3,543,565 
       27,322,794 
ENTERTAINMENT - 0.3%        
IMAX Corporation 1  300,000   5,406,000 
Marcus Corporation (The)  6,051   81,567 
       5,487,567 
INTERACTIVE MEDIA & SERVICES - 0.5%        
Eventbrite Cl. A 1  273,300   4,946,730 
QuinStreet 1,2  180,254   3,864,646 
       8,811,376 
MEDIA - 0.1%        
comScore 1,2,3  808,910   2,014,186 
Gannett Company 1  183,929   618,002 
Meredith Corporation  4,636   89,011 
       2,721,199 
Total (Cost $44,155,540)      44,342,936 
         
CONSUMER DISCRETIONARY – 11.3%        
AUTO COMPONENTS - 2.0%        
Cooper Tire & Rubber  1,404   56,862 
Cooper-Standard Holdings 1  892   30,926 
Dorman Products 1,2,3  29,900   2,595,918 
Fox Factory Holding Corporation 1  2,800   295,988 
Gentex Corporation 2  130,650   4,432,955 
LCI Industries 2  116,865   15,155,053 
Patrick Industries 2  216,502   14,797,912 
Standard Motor Products 2  5,794   234,425 
Superior Industries International 1  136,901   559,925 
       38,159,964 
AUTOMOBILES - 0.0%        
Winnebago Industries  9,700   581,418 
DISTRIBUTORS - 0.2%        
Core-Mark Holding Company 2  21,802   640,325 
LKQ Corporation 1,2,3  81,100   2,857,964 
Weyco Group 2  5,499   87,104 
       3,585,393 
DIVERSIFIED CONSUMER SERVICES - 0.6%        
American Public Education 1  20,118   613,197 
Collectors Universe 2  71,100   5,360,940 
Perdoceo Education 1  25,174   317,947 
Regis Corporation 1  22,670   208,337 
Universal Technical Institute 1  639,032   4,128,147 
       10,628,568 
HOTELS, RESTAURANTS & LEISURE - 0.6%        
Century Casinos 1  55,340   353,623 
Lindblad Expeditions Holdings 1,2,3  415,200   7,108,224 
Red Robin Gourmet Burgers 1  1,543   29,672 
Ruth’s Hospitality Group  33,184   588,352 
Scientific Games 1  53,000   2,198,970 
       10,278,841 
HOUSEHOLD DURABLES - 0.6%        
Cavco Industries 1,2,3  14,700   2,579,115 
Ethan Allen Interiors 2  159,260   3,218,644 
Hooker Furniture  2,400   77,400 
La-Z-Boy  27,002   1,075,760 
Meritage Homes 1  17,989   1,489,849 
Skyline Champion 1  94,790   2,932,803 
       11,373,571 
INTERNET & DIRECT MARKETING RETAIL - 1.7%        
Etsy 1,2,3  122,100   21,722,811 
PetMed Express  16,879   541,141 
Shutterstock  25,386   1,820,176 
Stamps.com 1  42,747   8,386,534 
       32,470,662 
LEISURE PRODUCTS - 0.9%        
Brunswick Corporation  212,800   16,223,872 
Johnson Outdoors Cl. A  2,730   307,480 
MasterCraft Boat Holdings 1  24,968   620,205 
Sturm, Ruger & Co.  8,062   524,594 
       17,676,151 
MULTILINE RETAIL - 0.0%        
Big Lots  1,224   52,546 
SPECIALTY RETAIL - 3.3%        
America’s Car-Mart 1,2,3  108,300   11,895,672 
Asbury Automotive Group 1  6,513   949,205 
AutoCanada  1,176,100   21,814,534 
Barnes & Noble Education 1  91,318   424,629 
Buckle (The)  59,884   1,748,613 
Caleres  3,803   59,517 
Camping World Holdings Cl. A 2  367,313   9,568,504 
CarMax 1  7,000   661,220 
Cato Corporation (The) Cl. A  59,394   569,588 
Chico’s FAS  10,856   17,261 
Children’s Place 1  1,559   78,106 
Genesco 1  4,412   132,757 
Haverty Furniture  28,713   794,489 
Hibbett Sports 1  9,359   432,199 
MarineMax 1  1,508   52,825 
Michaels Companies 1  139,804   1,818,850 
OneWater Marine Cl. A 1  304,900   8,869,541 
Rent-A-Center  15,666   599,851 
Shoe Carnival 2  14,869   582,567 
Sleep Number 1  11,632   952,195 
Zumiez 1  16,646   612,240 
       62,634,363 
TEXTILES, APPAREL & LUXURY GOODS - 1.4%        
Canada Goose Holdings 1  328,000   9,764,560 
G-III Apparel Group 1  8,609   204,378 
J G Boswell Company 4  3,940   2,297,020 
Kontoor Brands  7,130   289,193 
Movado Group 1  22,825   379,351 
Ralph Lauren Cl. A  79,900   8,288,826 
Steven Madden  34,458   1,217,057 
Vera Bradley 1  28,720   228,611 
Wolverine World Wide 2  99,362   3,105,062 
       25,774,058 
Total (Cost $139,240,653)      213,215,535 
         
CONSUMER STAPLES – 2.2%        
FOOD PRODUCTS - 0.9%        
John B Sanfilippo & Son  5,034   396,981 
Nomad Foods 1,2  143,600   3,650,312 
Seneca Foods Cl. A 1,2,3  239,393   9,551,781 

  

44 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
 
 

 

  

December 31, 2020

  

Schedule of Investments (continued)   
    
   SHARES  VALUE
    
CONSUMER STAPLES (continued)        
FOOD PRODUCTS (continued)        
Tootsie Roll Industries 2  140,656 $ 4,177,483 
       17,776,557 
HOUSEHOLD PRODUCTS - 0.1%        
Central Garden & Pet 1  18,933   731,003 
WD-40 Company  1,983   526,844 
       1,257,847 
PERSONAL PRODUCTS - 1.1%        
e.l.f. Beauty 1  528,000   13,300,320 
Inter Parfums 2,3  116,565   7,051,017 
USANA Health Sciences 1  3,561   274,553 
       20,625,890 
TOBACCO - 0.1%        
Universal Corporation  14,694   714,275 
Vector Group  18,389   214,232 
       928,507 
Total (Cost $26,609,545)      40,588,801 
         
DIVERSIFIED INVESTMENT COMPANIES – 0.1%        
CLOSED-END FUNDS - 0.1%        
CC Neuberger Principal Holdings I Cl. A 1  100,000   1,084,000 
Eagle Point Credit  42,054   424,325 
Eagle Point Income  44   634 
Total (Cost $1,404,495)      1,508,959 
         
ENERGY – 2.7%        
ENERGY EQUIPMENT & SERVICES - 2.0%        
Bristow Group 1  239,378   6,300,429 
Computer Modelling Group  1,333,624   5,112,802 
DMC Global  1,983   85,765 
Helmerich & Payne 2  99,170   2,296,777 
KLX Energy Services Holdings 1  3,149   20,343 
Newpark Resources 1  67,354   129,320 
Oil States International 1  18,753   94,140 
Pason Systems  1,736,330   10,748,904 
ProPetro Holding 1  58,953   435,663 
RPC 1  17,530   55,219 
TGS-NOPEC Geophysical 4  836,960   12,777,936 
       38,057,298 
OIL, GAS & CONSUMABLE FUELS - 0.7%        
Bonanza Creek Energy 1  39,692   767,246 
Callon Petroleum 1  6,325   83,237 
CONSOL Energy 1  118,324   853,116 
Dorchester Minerals L.P. 2  279,148   3,045,505 
Dorian LPG 1  394,936   4,814,270 
Renewable Energy Group 1  847   59,985 
REX American Resources 1  6,432   472,559 
Talos Energy 1  13,626   112,278 
World Fuel Services 2  100,913   3,144,449 
       13,352,645 
Total (Cost $72,260,369)      51,409,943 
         
FINANCIALS – 14.4%        
BANKS - 2.7%        
Ameris Bancorp  6,385   243,077 
Bank of N.T. Butterfield & Son 2  258,416   8,052,243 
Boston Private Financial Holdings  45,074   380,875 
Cadence Bancorporation Cl. A  15,397   252,819 
Canadian Western Bank  279,500   6,284,304 
Central Pacific Financial  2,878   54,711 
CIT Group  22,000   789,800 
Customers Bancorp 1  11,545   209,888 
Dime Community Bancshares  2,577   40,639 
Eagle Bancorp  24,425   1,008,752 
Farmers & Merchants Bank of Long Beach 4  730   4,818,000 
Fauquier Bankshares 2  160,800   2,794,704 
FB Financial  1,212   42,093 
First BanCorp  127,777   1,178,104 
First Citizens BancShares Cl. A  17,276   9,921,088 
First Commonwealth Financial  33,351   364,860 
First Financial Bancorp  48,359   847,733 
First Midwest Bancorp  28,790   458,337 
Great Western Bancorp  32,497   679,187 
Hanmi Financial  11,849   134,368 
HarborOne Bancorp  63,400   688,524 
HBT Financial  40,400   612,060 
HomeTrust Bancshares  23,700   457,647 
Pacific Premier Bancorp  14,212   445,262 
Preferred Bank  18,034   910,176 
Prosperity Bancshares  5,882   407,976 
Simmons First National Cl. A  3,466   74,831 
Triumph Bancorp 1  23,108   1,121,893 
United Community Banks  2,863   81,424 
Webster Financial 2  164,400   6,929,460 
Wintrust Financial  6,000   366,540 
       50,651,375 
CAPITAL MARKETS - 6.7%        
Ares Management Cl. A 2  165,200   7,772,660 
Artisan Partners Asset Management Cl. A 2  85,610   4,309,607 
ASA Gold and Precious Metals  199,821   4,370,085 
Ashmore Group 4  548,400   3,236,824 
Barings BDC  191,594   1,762,665 
Blucora 1  5,600   89,096 
Bolsa Mexicana de Valores  1,723,106   4,106,983 
BrightSphere Investment Group  2,928   56,452 
Fiera Capital Cl. A  59,500   499,222 
Focus Financial Partners Cl. A 1,2,3  50,000   2,175,000 
GCM Grosvenor Cl. A 1  1,204,887   16,049,095 
Golub Capital BDC  2,354   33,286 
Houlihan Lokey Cl. A 2  55,790   3,750,762 
Lazard Cl. A 2  129,125   5,461,988 
Moelis & Company Cl. A  21,000   981,960 
Morningstar 2  58,700   13,593,159 
Oaktree Strategic Income  4,133   32,031 
Open Lending 1  264,400   9,243,424 
Portman Ridge Finance  32,829   62,703 
Rothschild & Co 1,4  50,293   1,583,822 
SEI Investments 2  195,700   11,246,879 
Sprott  256,480   7,447,169 
Tel Aviv Stock Exchange 4  332,179   1,693,079 
TMX Group  76,000   7,591,044 
Virtu Financial Cl. A 2,3  683,600   17,206,212 
Waddell & Reed Financial Cl. A  84,363   2,148,726 
       126,503,933 
CONSUMER FINANCE - 0.1%        
Enova International 1  48,849   1,209,990 

  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2020 Annual Report to Stockholders | 45

  

 
 
 

 

Royce Value Trust

  

Schedule of Investments (continued)   
    
   SHARES  VALUE
    
FINANCIALS (continued)        
DIVERSIFIED FINANCIAL SERVICES - 0.4%        
Banco Latinoamericano de Comercio Exterior Cl. E  53,700   $ 850,071 
ECN Capital  1,023,900   5,204,362 
Equitable Holdings  50,000   1,279,500 
Onex Corporation  9,200   528,048 
Waterloo Investment Holdings 1,5  2,972,000   743,000 
       8,604,981 
INSURANCE - 2.8%        
Alleghany Corporation  350   211,291 
Ambac Financial Group 1  88,000   1,353,440 
Assured Guaranty  63,900   2,012,211 
E-L Financial  21,650   12,968,910 
Employers Holdings  22,442   722,408 
Erie Indemnity Cl. A  28,200   6,925,920 
FBL Financial Group Cl. A  7,280   382,273 
Fidelity National Financial  446   17,434 
First American Financial  8,000   413,040 
Independence Holding Company 2  170,023   6,970,943 
Palomar Holdings 1  111,347   9,892,067 
ProAssurance Corporation 2  239,901   4,267,839 
ProSight Global 1  126,410   1,621,840 
RLI Corp. 2  42,540   4,430,541 
Stewart Information Services  10,979   530,944 
Third Point Reinsurance 1  10,476   99,732 
Universal Insurance Holdings  34,054   514,556 
       53,335,389 
INVESTMENT COMPANIES - 0.8%        
Jaws Acquisition (Units) 1  150,000   2,062,500 
Oaktree Acquisition (Units) 1  800,000   12,640,000 
       14,702,500 
THRIFTS & MORTGAGE FINANCE - 0.9%        
Axos Financial 1,2  35,701   1,339,858 
Essent Group  10,000   432,000 
Flagstar Bancorp  32,821   1,337,784 
Genworth MI Canada  65,012   2,217,119 
Meridian Bancorp 2  82,500   1,230,075 
Meta Financial Group  1,848   67,563 
Mr. Cooper Group 1  3,189   98,955 
NMI Holdings Cl. A 1  84,142   1,905,816 
Provident Bancorp  63,200   758,400 
Provident Financial Services  4,035   72,469 
Territorial Bancorp  9,300   223,479 
Timberland Bancorp 2  274,457   6,658,327 
Walker & Dunlop  12,700   1,168,654 
       17,510,499 
Total (Cost $212,736,180)      272,518,667 
         
HEALTH CARE – 7.1%        
BIOTECHNOLOGY - 1.0%        
Acorda Therapeutics 1  12,892   8,897 
Anika Therapeutics 1  13,020   589,285 
Catalyst Pharmaceuticals 1  71,610   239,177 
Coherus BioSciences 1  11,309   196,551 
Eagle Pharmaceuticals 1  11,838   551,296 
Emergent BioSolutions 1  830   74,368 
Enanta Pharmaceuticals 1  9,698   408,286 
United Therapeutics 1  8,600   1,305,394 
Vanda Pharmaceuticals 1  33,858   444,894 
Zealand Pharma 1,4  408,857   $ 14,852,244 
       18,670,392 
HEALTH CARE EQUIPMENT & SUPPLIES - 4.9%        
Atrion Corporation  8,296   5,328,023 
BioLife Solutions 1  424,300   16,925,327 
Haemonetics 1  155,900   18,513,125 
Inogen 1  8,904   397,831 
Integer Holdings 1,2,3  42,400   3,442,456 
Masimo Corporation 1,2,3  20,000   5,367,600 
Meridian Bioscience 1  194,572   3,636,551 
Mesa Laboratories 2  54,900   15,736,536 
Natus Medical 1  9,280   185,971 
Neogen Corporation 1,2  1,081   85,723 
OraSure Technologies 1  18,917   200,236 
OrthoPediatrics Corporation 1  127,300   5,251,125 
SI-BONE 1  325,800   9,741,420 
Surmodics 1,2  161,000   7,006,720 
       91,818,644 
HEALTH CARE PROVIDERS & SERVICES - 0.4%        
Community Health Systems 1  790,000   5,869,700 
CorVel Corporation 1  2,864   303,584 
Ensign Group (The)  813   59,284 
Magellan Health 1  16,980   1,406,623 
Providence Service 1  415   57,532 
RadNet 1  4,582   89,670 
Tivity Health 1  1,622   31,775 
U.S. Physical Therapy  7,029   845,237 
       8,663,405 
HEALTH CARE TECHNOLOGY - 0.2%        
HealthStream 1  7,060   154,190 
NextGen Healthcare 1  19,477   355,261 
Simulations Plus  57,360   4,125,331 
       4,634,782 
LIFE SCIENCES TOOLS & SERVICES - 0.4%        
Bio-Rad Laboratories Cl. A 1  6,331   3,690,593 
Bio-Techne 2  10,643   3,379,685 
Medpace Holdings 1  4,167   580,046 
       7,650,324 
PHARMACEUTICALS - 0.2%        
Assertio Holdings 1  156,932   56,119 
Corcept Therapeutics 1  59,129   1,546,815 
Innoviva 1  73,399   909,414 
Lannett Company 1  56,262   366,828 
Supernus Pharmaceuticals 1  26,708   671,973 
       3,551,149 
Total (Cost $83,762,804)      134,988,696 
         
INDUSTRIALS – 23.4%        
AEROSPACE & DEFENSE - 1.7%        
Aerojet Rocketdyne Holdings 1  12,781   675,476 
Ducommun 1,2  79,100   4,247,670 
HEICO Corporation 2  51,030   6,756,372 
HEICO Corporation Cl. A 2  68,333   7,999,061 
Magellan Aerospace  740,921   5,104,782 
National Presto Industries  9,535   843,180 
Park Aerospace  13,847   185,688 
Vectrus 1  12,400   616,528 

  

46 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

  

 

 

 

   

 

December 31, 2020

 

 

Schedule of Investments (continued) 

 

   SHARES   VALUE 
INDUSTRIALS (continued)          
AEROSPACE & DEFENSE (continued)          
Virgin Galactic Holdings 1,2,3   215,918   $5,123,734 
         31,552,491 
AIR FREIGHT & LOGISTICS - 0.3%          
Echo Global Logistics 1   36,776    986,333 
Forward Air 2   70,043    5,382,104 
Hub Group Cl. A 1   2,184    124,488 
         6,492,925 
BUILDING PRODUCTS - 0.7%          
American Woodmark 1   6,364    597,261 
Apogee Enterprises   6,082    192,678 
Burnham Holdings Cl. B 4   36,000    432,720 
CSW Industrials   42,700    4,778,557 
Gibraltar Industries 1   9,470    681,272 
Insteel Industries   7,207    160,500 
PGT Innovations 1   11,783    239,666 
Quanex Building Products   48,705    1,079,790 
Simpson Manufacturing 2   52,462    4,902,574 
UFP Industries   14,897    827,528 
         13,892,546 
COMMERCIAL SERVICES & SUPPLIES - 1.3%          
ABM Industries   1,687    63,836 
CompX International Cl. A 2   211,100    3,003,953 
Heritage-Crystal Clean 1,2,3   100,106    2,109,233 
Kimball International Cl. B 2   167,388    2,000,287 
PICO Holdings 1,2,3   406,960    3,805,076 
Pitney Bowes   145,515    896,372 
Ritchie Bros. Auctioneers 2   69,800    4,854,590 
Tetra Tech   5,628    651,610 
UniFirst Corporation   30,994    6,561,120 
US Ecology   4,915    178,562 
         24,124,639 
CONSTRUCTION & ENGINEERING - 3.7%          
APi Group 1   353,500    6,416,025 
Arcosa 2   138,043    7,582,702 
Comfort Systems USA 2   79,105    4,165,669 
EMCOR Group   27,500    2,515,150 
IES Holdings 1,2   490,399    22,577,970 
Infrastructure and Energy Alternatives 1   600,000    9,942,000 
Jacobs Engineering Group 2   33,500    3,650,160 
Matrix Service 1   32,563    358,844 
MYR Group 1   946    56,855 
Northwest Pipe 1   11,131    315,007 
Valmont Industries 2   69,361    12,133,320 
         69,713,702 
ELECTRICAL EQUIPMENT - 1.0%          
AZZ   6,773    321,311 
Encore Wire   14,403    872,390 
LSI Industries   814,857    6,975,176 
Powell Industries 2   101,805    3,002,229 
Preformed Line Products 2   91,600    6,269,104 
Sensata Technologies Holding 1   9,400    495,756 
         17,935,966 
INDUSTRIAL CONGLOMERATES - 0.5%          
Carlisle Companies   4,600    718,428 
Raven Industries 2   278,525    9,216,392 
         9,934,820 
MACHINERY - 8.8%          
Albany International Cl. A   2,370    174,005 
Allison Transmission Holdings   14,700   634,011 
Astec Industries   705    40,805 
Barnes Group   1,345    68,178 
CIRCOR International 1   504,633    19,398,093 
Colfax Corporation 1,2,3   798,622    30,539,305 
ESCO Technologies 2   49,020    5,059,844 
Franklin Electric 2   75,561    5,229,577 
Helios Technologies 2   213,914    11,399,477 
Hillenbrand   35,537    1,414,373 
John Bean Technologies 2   130,701    14,882,923 
Kadant 2   125,239    17,656,194 
Lincoln Electric Holdings 2   52,600    6,114,750 
Lindsay Corporation 2   112,000    14,387,520 
Lydall 1   17,784    534,054 
Meritor 1   24,580    686,028 
Middleby Corporation 1   71,400    9,204,888 
†Miller Industries   18,480    702,610 
Mueller Industries   43,558    1,529,321 
NN 1   308,700    2,028,159 
Nordson Corporation 2   15,796    3,174,206 
Standex International   624    48,373 
Tennant Company 2   100,700    7,066,119 
Wabash National   70,366    1,212,406 
Watts Water Technologies Cl. A 2   55,000    6,693,500 
Woodward 2   48,500    5,894,205 
         165,772,924 
MARINE - 1.4%          
Clarkson 4   423,000    15,626,020 
Kirby Corporation 1,2   41,200    2,135,396 
SEACOR Holdings 1   218,150    9,042,318 
         26,803,734 
PROFESSIONAL SERVICES - 1.7%          
Exponent 2   96,000    8,642,880 
Forrester Research 1,2,3   119,077    4,989,326 
Heidrick & Struggles International   56,334    1,655,093 
Insperity   4,000    325,680 
Kelly Services Cl. A   7,419    152,609 
Korn Ferry 2   97,010    4,219,935 
ManpowerGroup 2   3,000    270,540 
Morneau Shepell   17,500    426,605 
Resources Connection   20,295    255,108 
TrueBlue 1,2,3   47,179    881,775 
Upwork 1   300,000    10,356,000 
         32,175,551 
ROAD & RAIL - 0.9%          
ArcBest   27,231    1,161,947 
Landstar System 2   112,172    15,105,082 
Saia 1,2,3   1,384    250,227 
         16,517,256 
TRADING COMPANIES & DISTRIBUTORS - 1.4%          
Air Lease Cl. A 2   119,170    5,293,531 
Applied Industrial Technologies   9,758    761,026 
BMC Stock Holdings 1   98,800    5,303,584 
Boise Cascade   27,619    1,320,188 
EVI Industries 1,2   69,873    2,090,600 
Foundation Building Materials 1   2,557    49,120 
GMS 1   40,518    1,234,989 
Houston Wire & Cable 1,6   877,363    2,447,843 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2020 Annual Report to Stockholders | 47

 

 
 

 

   

 

Royce Value Trust

 

 

Schedule of Investments (continued)    

 

   SHARES   VALUE 
INDUSTRIALS (continued)          
TRADING COMPANIES & DISTRIBUTORS (continued)          
Richelieu Hardware   39,800   $1,033,068 
SiteOne Landscape Supply 1,2,3   25,000    3,965,750 
Transcat 1   5,600    194,208 
Watsco 2   12,900    2,922,495 
         26,616,402 
Total (Cost $272,119,437)        441,532,956 
INFORMATION TECHNOLOGY – 25.0%          
COMMUNICATIONS EQUIPMENT - 0.2%          
ADTRAN 2   214,973    3,175,151 
CalAmp Corporation 1   21,972    217,962 
Comtech Telecommunications   29,854    617,680 
NETGEAR 1   1,121    45,546 
         4,056,339 
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 9.0%          
Badger Meter   3,560    334,854 
Benchmark Electronics   20,983    566,751 
Cognex Corporation 2   206,600    16,586,881 
Coherent 1   82,090    12,315,142 
Daktronics   8,143    38,109 
Dolby Laboratories Cl. A   2,500    242,825 
Fabrinet 1,2   172,772    13,405,379 
FARO Technologies 1,2   276,397    19,521,920 
FLIR Systems 2   629,237    27,579,458 
Insight Enterprises 1,2,3   28,597    2,175,946 
IPG Photonics 1   51,100    11,435,669 
Kimball Electronics 1   31,797    508,434 
Littelfuse 2,3   20,400    5,195,064 
Methode Electronics   5,270    201,736 
National Instruments 2   311,450    13,685,113 
nLIGHT 1,2,3   163,310    5,332,071 
OSI Systems 1   2,270    211,609 
PAR Technology 1,2,3   290,239    18,224,107 
PC Connection 1   1,077    50,931 
Plexus Corporation 1   1,408    110,120 
Richardson Electronics 6   711,475    3,351,047 
Rogers Corporation 1   39,900    6,196,071 
Sanmina Corporation 1   16,253    518,308 
ScanSource 1   5,991    158,043 
TTM Technologies 1,2,3   585,905    8,082,559 
Vishay Intertechnology   21,360    442,366 
Vishay Precision Group 1   11,050    347,854 
Vontier Corporation  1   100,000    3,340,000 
         170,158,367 
IT SERVICES - 3.7%          
Cardtronics 1   20,118    710,165 
Cass Information Systems   7,930    308,556 
Computer Services 4   46,292    2,741,412 
CSG Systems International   12,096    545,167 
EVERTEC   27,883    1,096,359 
ExlService Holdings 1   1,297    110,414 
Hackett Group (The) 2   285,266    4,104,978 
International Money Express 1   590,034    9,157,328 
KBR 2   647,400    20,024,082 
ManTech International Cl. A   3,384    300,973 
MAXIMUS   4,100    300,079 
Repay Holdings Cl. A 1   374,000    10,191,500 
Shift4 Payments Cl. A 1   168,900    12,735,060 
Unisys Corporation 1,2,3   360,000   7,084,800 
         69,410,873 
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 7.3%          
Advanced Energy Industries 1,2   7,521    729,311 
Axcelis Technologies 1   21,200    617,344 
Brooks Automation 2   270,400    18,346,640 
Cirrus Logic 1,2   276,900    22,761,180 
CMC Materials 2   64,128    9,702,566 
Cohu   8,490    324,148 
Diodes 1,2,3   194,103    13,684,262 
Entegris 2   75,900    7,293,990 
Ichor Holdings 1   11,663    351,581 
Kulicke & Soffa Industries 2   63,660    2,025,025 
Lattice Semiconductor 1   288,700    13,228,234 
MKS Instruments   263,779    39,685,551 
Nova Measuring Instruments 1,2   43,970    3,104,282 
NVE Corporation   9,700    544,946 
Onto Innovation 1,2,3   15,276    726,374 
Photronics 1   187,087    2,087,891 
Power Integrations   2,378    194,663 
Rambus 1   67,890    1,185,359 
SMART Global Holdings 1   25,316    952,641 
Ultra Clean Holdings 1   14,404    448,685 
         137,994,673 
SOFTWARE - 4.8%          
Blackbaud   12,400    713,744 
ChannelAdvisor Corporation 1   14,400    230,112 
Descartes Systems Group (The) 1,2,3   264,100    15,444,568 
Ebix   5,389    204,620 
Envestnet 1   1,500    123,435 
Everbridge 1   60,000    8,944,200 
j2 Global 1,2,3   28,675    2,801,261 
Manhattan Associates 1,2,3   128,800    13,547,184 
MicroStrategy Cl. A 1   207    80,430 
Progress Software   9,887    446,793 
SVMK 1,2,3   797,000    20,363,350 
Upland Software 1,2,3   605,600    27,790,984 
Xperi Holding 2   2,959    61,843 
         90,752,524 
Total (Cost $284,370,572)        472,372,776 
MATERIALS – 10.5%          
CHEMICALS - 5.6%          
Chase Corporation 2   79,059    7,985,750 
Element Solutions 2   785,500    13,926,915 
FutureFuel Corporation   588,405    7,472,743 
Hawkins 2   78,374    4,099,744 
Huntsman Corporation   118,900    2,989,146 
Innospec 2   105,783    9,597,692 
Minerals Technologies 2   201,449    12,514,012 
Mosaic Company (The)   480,500    11,056,305 
NewMarket Corporation   8,000    3,186,320 
Quaker Chemical   123,489    31,290,878 
Stepan Company   2,760    329,323 
Tredegar Corporation   7,992    133,466 
Trinseo   24,902    1,275,231 
         105,857,525 

 

48 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 
 

 

   

 

December 31, 2020

 

 

Schedule of Investments (continued)

 

   SHARES   VALUE 
MATERIALS (continued)          
CONSTRUCTION MATERIALS - 0.2%          
Imerys 4   90,000   $4,253,512 
U.S. Concrete 1   6,620    264,602 
         4,518,114 
CONTAINERS & PACKAGING - 0.1%          
Myers Industries   38,215    794,108 
UFP Technologies 1   4,060    189,196 
         983,304 
METALS & MINING - 4.2%          
Alamos Gold Cl. A   2,091,300    18,269,507 
Ferroglobe (Warranty Insurance Trust) 1,5   49,300    0 
Gold Fields ADR   370,000    3,429,900 
Haynes International 2   113,900    2,715,376 
Hecla Mining   321,300    2,082,024 
IAMGOLD Corporation 1   600,000    2,202,000 
†Kaiser Aluminum   833    82,384 
Lundin Mining   640,000    5,681,515 
MAG Silver 1   198,900    4,081,428 
Major Drilling Group International 1   2,217,291    13,395,371 
Materion Corporation   3,794    241,754 
Pan American Silver   124,627    4,300,878 
Pretium Resources 1   101,000    1,157,663 
Reliance Steel & Aluminum 2   56,200    6,729,950 
Royal Gold 2   16,600    1,765,576 
SunCoke Energy   76,256    331,714 
VanEck Vectors Junior Gold Miners ETF   155,500    8,434,320 
Warrior Met Coal   44,383    946,245 
Worthington Industries 2   64,300    3,301,162 
         79,148,767 
PAPER & FOREST PRODUCTS - 0.4%          
Glatfelter   2,981    48,829 
Mercer International   81,197    832,269 
Neenah   1,071    59,248 
Schweitzer-Mauduit International   30,926    1,243,534 
Stella-Jones   170,736    6,207,606 
         8,391,486 
Total (Cost $134,701,400)        198,899,196 
REAL ESTATE – 3.5%          
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS) - 0.3%          
New York REIT 1,5   15,000   183,000 
OUTFRONT Media   229,900    4,496,844 
         4,679,844 
REAL ESTATE MANAGEMENT & DEVELOPMENT - 3.2%          
Colliers International Group   61,600    5,490,408 
FirstService Corporation   122,905    16,808,488 
FRP Holdings 1,2   76,558    3,487,217 
Jones Lang LaSalle 1   13,178    1,955,220 
Kennedy-Wilson Holdings 2   532,804    9,531,863 
Marcus & Millichap 1,2,3   253,478    9,436,986 
RMR Group (The) Cl. A 2   80,100    3,093,462 
St. Joe Company (The) 2   78,800    3,345,060 
Tejon Ranch 1,2,3   557,136    8,050,615 
         61,199,319 
Total (Cost $49,422,510)        65,879,163 
UTILITIES – 0.1%          
WATER UTILITIES - 0.1%          
American States Water   11,453    910,628 
Total (Cost $940,950)        910,628 
TOTAL COMMON STOCKS          
(Cost $1,321,724,455)        1,938,168,256 
WARRANTS – 0.0%          
INFORMATION TECHNOLOGY – 0.0%          
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.0%          
eMagin Corporation (Warrants) 1,5   50,000    5,000 
Total (Cost $0)        5,000 
TOTAL WARRANTS          
(Cost $0)        5,000 

 

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December 31, 2020

Royce Value Trust

  

 

Schedule of Investments (continued)  

 

   VALUE 
REPURCHASE AGREEMENT– 1.3%    
Fixed Income Clearing Corporation, 0.00% dated 12/31/20, due 1/4/21, maturity value $23,367,895 (collateralized by obligations of various U.S. Government Agencies, 0.125% due 12/31/22, valued at $23,835,300)
(Cost $23,367,895)  $23,367,895 
      
TOTAL INVESTMENTS – 103.9%     
(Cost $1,345,092,350)   1,961,541,151 
      
LIABILITIES LESS CASH AND OTHER ASSETS – (3.9)%   (72,934,955)
      
NET ASSETS – 100.0%  $1,888,606,196 

 

ADR – American Depository Receipt

New additions in 2020.

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, 2020. Total market value of pledged securities at December 31, 2020, was $203,413,452.

3At December 31, 2020, a portion of these securities were rehypothecated in connection with the Fund’s revolving credit agreement in the aggregate amount of $58,333,577.

4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities and/or due to the application of fair value factors. See Notes to Financial Statements.

5Securities 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.

6At December 31, 2020, 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, 2020, market value.

 

TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,352,974,703. At December 31, 2020, net unrealized appreciation for all securities was $608,566,448 consisting of aggregate gross unrealized appreciation of $690,302,491 and aggregate gross unrealized depreciation of $81,736,043. 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.

 

50 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 
 

   

 

Royce Value Trust December 31, 2020

 

Statement of Assets and Liabilities        
         
ASSETS:        
Investments at value        
Non-Affiliated Companies   $ 1,932,374,366  
Affiliated Companies     5,798,890  
Repurchase agreements (at cost and value)     23,367,895  
Cash     262  
Foreign currency (cost $68,878)     69,043  
Receivable for investments sold     1,954,225  
Receivable for dividends     809,651  
Prepaid expenses and other assets     759,704  
Total Assets     1,965,134,036  
LIABILITIES:        
Revolving credit agreement     70,000,000  
Payable for investments purchased     4,439,049  
Payable for investment advisory fee     1,769,992  
Payable for directors’ fees     41,623  
Payable for interest expense     71,284  
Accrued expenses     205,892  
Total Liabilities     76,527,840  
Net Assets   $ 1,888,606,196  
ANALYSIS OF NET ASSETS:        
Paid-in capital - $0.001 par value per share; 101,972,697 shares outstanding (150,000,000 shares authorized)   $ 1,251,492,256  
Total distributable earnings (loss)     637,113,940  
Net Assets (net asset value per share - $18.52)   $ 1,888,606,196  
Investments at identified cost   $ 1,321,724,455  

 

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Royce Value Trust Year Ended December 31, 2020

 

Statement of Operations        
         
INVESTMENT INCOME:        
INCOME:        
Dividends        
Non-Affiliated Companies   $ 22,783,046  
Affiliated Companies     170,754  
Foreign withholding tax     (703,579 )
Interest     94,904  
Rehypothecation income     305,536  
Total income     22,650,661  
EXPENSES:        
Investment advisory fees     17,287,050  
Interest expense     1,141,003  
Administrative and office facilities     695,510  
Stockholder reports     386,528  
Custody and transfer agent fees     194,880  
Directors’ fees     161,314  
Professional fees     147,603  
Other expenses     154,139  
Total expenses     20,168,027  
Net investment income (loss)     2,482,634  
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:        
NET REALIZED GAIN (LOSS):        
Investments in Non-Affiliated Companies     121,579,077  
Foreign currency transactions     (30,507 )
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):        
Investments in Non-Affiliated Companies     197,937,773  
Investments in Affiliated Companies     (2,075,885 )
Other assets and liabilities denominated in foreign currency     13,604  
Net realized and unrealized gain (loss) on investments and foreign currency     317,424,062  
NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS   $ 319,906,696  

 

52 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 
 

 

   

 

Royce Value Trust

 

Statement of Changes in Net Assets              
               
    YEAR ENDED 12/31/20   YEAR ENDED 12/31/19  
               
INVESTMENT OPERATIONS:              
Net investment income (loss)   $ 2,482,634   $ 10,410,880  
Net realized gain (loss) on investments and foreign currency     121,548,570     78,224,189  
Net change in unrealized appreciation (depreciation) on investments and foreign currency     195,875,492     295,900,611  
Net increase (decrease) in net assets from investment operations     319,906,696     384,535,680  
DISTRIBUTIONS:              
Total distributable earnings     (103,833,503 )   (105,830,150 )
Total distributions     (103,833,503 )   (105,830,150 )
CAPITAL STOCK TRANSACTIONS:              
Reinvestment of distributions     44,493,510     45,227,078  
Total capital stock transactions     44,493,510     45,227,078  
Net Increase (Decrease) In Net Assets     260,566,703     323,932,608  
NET ASSETS:              
Beginning of year     1,628,039,493     1,304,106,885  
End of year   $ 1,888,606,196   $ 1,628,039,493  

 

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Royce Value Trust Year Ended December 31, 2020

 

Statement of Cash Flows        
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net increase (decrease) in net assets from investment operations   $ 319,906,696  
Adjustments to reconcile net increase (decrease) in net assets from investment operations to net cash provided by operating activities:        
Purchases of long-term investments     (555,522,704 )
Proceeds from sales and maturities of long-term investments     622,602,907  
Net purchases, sales and maturities of short-term investments     (11,214,895 )
Net (increase) decrease in dividends and interest receivable and other assets     412,105  
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities     658,543  
Net change in unrealized appreciation (depreciation) on investments     (195,861,888 )
Net realized gain (loss) on investments     (121,579,077 )
Net cash provided by operating activities     59,401,687  
CASH FLOWS FROM FINANCING ACTIVITIES:        
Distributions     (103,833,503 )
Reinvestment of distributions     44,493,510  
Net cash used for financing activities     (59,339,993 )
INCREASE (DECREASE) IN CASH:     61,694  
Cash and foreign currency at beginning of year     7,611  
Cash and foreign currency at end of year   $ 69,305  

 

Supplemental disclosure of cash flow information:

For the year ended December 31, 2020, the Fund paid $1,242,322 in interest expense.

 

54 | 2020 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 
 

 

   

 

Royce Value Trust

 

Financial Highlights  
This table is presented to show selected data for a share of Common Stock outstanding throughout each period, and to assist stockholders in evaluating the Fund’s performance for the periods presented.  
   
    YEARS ENDED  
    12/31/20   12/31/19   12/31/18   12/31/17   12/31/16  
Net Asset Value, Beginning of Period   $ 16.58   $ 13.73   $ 17.50   $ 15.85   $ 13.56  
INVESTMENT OPERATIONS:                                
Net investment income (loss)     0.03     0.11     0.18     0.13     0.12  
Net realized and unrealized gain (loss) on investments and foreign currency     3.02     3.90     (2.46 )   2.74     3.27  
Net increase (decrease) in net assets from investment operations     3.05     4.01     (2.28 )   2.87     3.39  
DISTRIBUTIONS:                                
Net investment income     (0.09 )   (0.11 )   (0.19 )   (0.13 )   (0.13 )
Net realized gain on investments and foreign currency     (0.95 )   (0.99 )   (1.07 )   (1.03 )   (0.89 )
Total distributions     (1.04 )   (1.10 )   (1.26 )   (1.16 )   (1.02 )
CAPITAL STOCK TRANSACTIONS:                                
Effect of reinvestment of distributions by Common Stockholders     (0.07 )   (0.06 )   (0.06 )   (0.06 )   (0.08 )
Effect of rights offering             (0.17 )            
Total capital stock transactions     (0.07 )   (0.06 )   (0.23 )   (0.06 )   (0.08 )
Net Asset Value, End of Period   $ 18.52   $ 16.58   $ 13.73   $ 17.50   $ 15.85  
Market Value, End of Period   $ 16.14   $ 14.77   $ 11.80   $ 16.17   $ 13.39  
TOTAL RETURN:1                                
Net Asset Value     21.85 %   30.46 %   (14.45 )%   19.31 %   26.87 %
Market Value     19.20 %   35.23 %   (20.43 )%   30.49 %   23.48 %
RATIOS BASED ON AVERAGE NET ASSETS:                                
Investment advisory fee expense2     1.15 %   0.49 %   0.42 %   0.43 %   0.51 %
Other operating expenses     0.19 %   0.27 %   0.21 %   0.22 %   0.22 %
Total expenses (net)     1.34 %   0.76 %   0.63 %   0.65 %   0.73 %
Expenses excluding interest expense     1.26 %   0.61 %   0.52 %   0.54 %   0.62 %
Expenses prior to balance credits     1.34 %   0.76 %   0.63 %   0.65 %   0.73 %
Net investment income (loss)     0.16 %   0.69 %   1.06 %   0.80 %   0.85 %
SUPPLEMENTAL DATA:                                
Net Assets, End of Period (in thousands)   $ 1,888,606   $ 1,628,039   $ 1,304,107   $ 1,480,449   $ 1,296,012  
Portfolio Turnover Rate     36 %   30 %   28 %   19 %   28 %
REVOLVING CREDIT AGREEMENT:                                
Asset coverage     2798 %   2426 %   2998 %   2215 %   1951 %
Asset coverage per $1,000   $ 27,980   $ 24,258   $ 29,980   $ 22,149   $ 19,514  

 

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.

 

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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 and foreign securities that were fair valued 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, 2020. 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   $ 1,872,929,667   $ 64,312,589   $ 926,000   $ 1,938,168,256  
Warrants             5,000     5,000  
Repurchase Agreement         23,367,895         23,367,895  

 

56 | 2020 Annual Report to Stockholders

 

 

 

   

  

Royce Value Trust

 

Notes to Financial Statements (continued)

 

VALUATION OF INVESTMENTS (continued):

 

Level 3 Reconciliation:

 

  BALANCE AS OF 12/31/19 SALES REALIZED GAIN (LOSS) UNREALIZED GAIN (LOSS)1 BALANCE AS OF 12/31/20
Common Stocks $1,085,100 $10,500 $0 $(148,600) $926,000
Warrants 0 5,000 5,000
1The net change in unrealized appreciation (depreciation) is included in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. Net realized gain (loss) from investments and foreign currency transactions is included in the accompanying Statement of Operations.

 

REPURCHASE AGREEMENTS:

The Fund may enter into repurchase agreements with institutions that the 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, 2020 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 may be subject to a tax imposed on 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 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.

 

2020 Annual Report to Stockholders | 57

 

 
 

   

 

Royce Value 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.

 

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 3,754,864 and 3,207,809 shares of Common Stock as reinvestment of distributions for the years ended December 31, 2020 and December 31, 2019, 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 then-current maximum amount that may be borrowed by the Fund under the credit agreement. The credit agreement has a 179-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 comply with other financial covenants set forth in 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. BNPPI may also terminate the credit agreement upon sixty (60) calendar days’ prior written notice to the Fund in the event the Fund’s net asset value per share as of the close of business on the last business day of any calendar month declines by thirty-five percent (35%) or more from the Fund’s net asset value per share as of the close of business on the last business day of the immediately preceding calendar month.

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.

The current maximum amount the Fund may borrow under the credit agreement is $70,000,000. The Fund has the right to reduce the maximum amount it can borrow under the credit agreement upon one (1) business day’s prior written notice to BNPPI. In addition, the Fund and BNPPI may agree to increase the maximum amount the Fund can borrow under the credit agreement, which amount may not exceed $150,000,000.

As of December 31, 2020, the Fund has outstanding borrowings of $70,000,000. During the year ended December 31, 2020, the Fund borrowed an average daily balance of $70,000,000 at a weighted average borrowing cost of 1.60%. The maximum amount outstanding during the year ended December 31, 2020, was $70,000,000. As of December 31, 2020, the aggregate value of rehypothecated securities was $58,333,577. During the year ended December 31, 2020, the Fund earned $305,536 in fees from rehypothecated securities.

 

58 | 2020 Annual Report to Stockholders

 

 
 

   

  

Royce Value Trust

 

Notes to Financial Statements (continued)

 

Investment Advisory Agreement:

On July 31, 2020, Franklin Resources, Inc. (“Franklin Resources”) acquired Legg Mason, Inc. in an all-cash transaction. As a result of the transaction, Royce, the investment adviser to the Fund, became an indirect, majority-owned subsidiary of Franklin Resources. Under the Investment Company Act of 1940, consummation of the transaction automatically terminated the investment advisory agreement that was in place for the Fund prior to the transaction. Royce continues to provide uninterrupted services to the Fund pursuant to a new investment advisory agreement that was approved by the Fund’s stockholders. The terms and conditions of the Fund’s new investment advisory agreement are substantially identical to those of its prior investment advisory agreement. The Fund’s contractual investment advisory fee rate under the new investment advisory agreement did not change from the prior investment advisory agreement. Royce has continued to operate as an independent investment organization with its own brand after completion of the transaction. There have been no changes to the management or investment teams at Royce as a result of the transaction.

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 2020, the Fund’s investment performance ranged from 2% below to 23% above the investment performance of the S&P 600. Accordingly, the net investment advisory fee consisted of a Basic Fee of $12,618,331 and a net upward adjustment of $4,668,719 for the performance of the Fund relative to that of the S&P 600. For the year ended December 31, 2020, the Fund expensed Royce investment advisory fees totaling $17,287,050.

 

Purchases and Sales of Investment Securities:

For the year ended December 31, 2020, the costs of purchases and proceeds from sales of investment securities, other than short-term securities, amounted to $556,634,049 and $621,550,034, 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, 2020, were as follows:

 

COSTS OF PURCHASES PROCEEDS FROM SALES REALIZED GAIN (LOSS)
$19,532,118 $870,464 $(922,571)

 

Tax Information:

Distributions during the years ended December 31, 2020 and 2019, were characterized as follows for tax purposes:

 

ORDINARY INCOME LONG-TERM CAPITAL GAINS
2020 2019 2020 2019
$10,601,401 $15,576,453 $93,232,102 $90,253,697

 

The tax basis components of distributable earnings at December 31, 2020, 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
$19,570,094 $8,965,635 $608,578,211 $– $637,113,940
1Includes timing differences on foreign currency, recognition of losses on securities sold, investments in Real Estate Investment Trusts, 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.

 

2020 Annual Report to Stockholders | 59

 

 
 

   

 

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, 2020, the Fund recorded the following permanent reclassificatons, which relate primarily to publicly traded partnerships and Trusts and gains from the sale of Passive Foreign Investment Companies.

 

TOTAL DISTRIBUTABLE EARNINGS (LOSS) PAID-IN CAPITAL
$199 $(199)

 

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (2017-2020) and has concluded that as of December 31, 2020, 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 ended December 31, 2020:

 

AFFILIATED COMPANY   SHARES
12/31/19
  MARKET VALUE
12/31/19
  COSTS OF
PURCHASES
  PROCEEDS
FROM SALES
  REALIZED
GAIN (LOSS)
  CHANGE IN NET
UNREALIZED
APPRECIATION
(DEPRECIATION)
  DIVIDEND
INCOME
  SHARES
12/31/20
  MARKET VALUE
12/31/20
 
INDUSTRIALS - 0.1%                                                        
TRADING COMPANIES & DISTRIBUTORS - 0.1%                                                        
Houston Wire & Cable 1,2     877,363   $ 3,869,171               $ (1,421,328 ) $     877,363   $ 2,447,843  
            3,869,171                     (1,421,328 )             2,447,843  
INFORMATION TECHNOLOGY - 0.2%                                                        
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 0.2%                                                        
Richardson Electronics 1     711,475     4,005,604                 (654,557 )   170,754     711,475     3,351,047  
            4,005,604                     (654,557 )   170,754           3,351,047  
          $ 7,874,775                   $ (2,075,885 )   $170,754         $ 5,798,890  

1 At December 31, 2020, 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.

2 Non-income producing.

 

Subsequent Events:

Subsequent events have been evaluated through the date the financial statements were issued.

 

60 | 2020 Annual Report to Stockholders

 

 
 

   

  

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, 2020, the related statements of operations and cash flows for the year ended December 31, 2020, the statement of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2020 (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, 2020, 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, 2020 and the financial highlights for each of the five years in the period ended December 31, 2020 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, 2020 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 22, 2021

 

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

2020 Annual Report to Stockholders | 61

 

 

   

 

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 PRICE 1 SHARES NAV VALUE 2 MARKET VALUE 2
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 14,593 12,543
12/17/20 Distribution $1.19   13.441 95    
12/31/20   $          8,975   1,168 $             17,462 $            15,604
             
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   8.297 955 118,025 104,666
2020 Annual distribution total $0.61   6.944 1,120    
12/31/20   $          8,900   13,376 $          128,811 $          135,365

 

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.

 

62 | This page is not part of the 2020 Annual Audited Financial Statements
 
 

   

 

History Since Inception (continued)

 

HISTORY AMOUNT INVESTED PURCHASE PRICE 1 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 1,929 429,986 383,045
2020 Annual distribution total $1.04   11.888 2,357    
12/31/20   $          53,211   28,291 $          523,949 $          456,617

 

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

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

3 Includes a return of capital.

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

 

This page is not part of the 2020 Annual Audited Financial Statements | 63
 
 

   

  

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, 2020.

 

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, 2020. 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.).

 

64 | This page is not part of the 2020 Annual Audited Financial Statements

 

 
 

   

 

Directors and Officers

 

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

 

Christopher D. Clark, Director1, President
Age: 55 | 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: Chief Equity Strategist and Senior Portfolio Manager at MAI Capital Management LLC, an investment advisory firm (since May 2020). Previously, Mr. Grisanti was Co-Founder and Chief Executive Officer of Grisanti Capital Management LLC, an investment advisory firm (from 1999 to 2020). Mr. Grisanti’s prior business experience also 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).

 

Cecile B. Harper, Director2
Age: 57 | Number of Funds Overseen: 3 | Tenure: Since 2020
Non-Royce Directorships: None
Principal Occupation(s) During Past Five Years: Board Member of Pyramid Peak Foundation (since January 2012); and Chief Operating Officer at the College Foundation at the University of Virginia (since October 2019). Ms. Harper’s prior business experience includes serving as Principal of Southeastern Asset Management (from December 1993 to September 2019); and a Board Member of Regional One Health Foundation (from June 2013 to September 2019).

 

Arthur S. Mehlman, Director
Age: 78 | 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).

 

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: 62 | 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: 58 | 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: 54 | 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: 53 | 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).

 

1Interested Director.

2Became a Director effective as of the close of business on September 24, 2020.

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

 

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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, 2020, 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, 2020 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 2000 Value and Growth Indexes consist of the respective value and growth stocks within the Russell 2000 as determined by Russell Investments. The Russell 2000 Pure Value Index is an unmanaged index composed of securities with strong value characteristics selected from the Russell 2000 Index. Securities are weighted based on their style score. The Russell 2000 Pure Growth Index is an unmanaged index composed of securities with strong growth characteristics selected from the Russell 2000 Index. The Russell Microcap Index includes 1,000 of the smallest securities in the Russell 2000 Index along with the next smallest eligible securities as determined by Russell. The Russell 1000 Index is an index of domestic large-cap stocks. It measures the performance of the 1,000 largest publicly traded companies in the Russell 3000 Index. 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 SmallCap 600 Index 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 CRSP (Center for Research in Security Pricing) equally divides the companies listed on the NYSE into 10 deciles based on market capitalization. Deciles 1-5 represent the largest domestic equity companies and Deciles 6-10 represent the smallest. CRSP then sorts all listed domestic equity companies based on these market cap ranges. By way of comparison, the CRSP 1-5 would have similar capitalization parameters to the S&P 500 and the CRSP 6-10 would have similar capitalization parameters to those of the Russell 2000. The Nasdaq 100 is an unmanaged, capitalization-weighted index. It measures the performance of the 100 largest domestic and international non-financial companies listed on the Nasdaq Stock Market based on market capitalization. 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.

 

Royce Micro-Cap Trust, Inc. normally invests at least 80% of its assets in the equity securities of micro-cap companies while Royce Value Trust, Inc. normally invests at least 65% of its assets in the equity securities of small- and micro-cap companies. In 2020, these Funds updated their definitions of micro-cap and small-cap companies for these purposes. Accordingly, micro-cap companies are now those that have a market capitalization not greater than that of the largest company in the Russell Microcap® Index at the time of its most recent reconstitution and small-cap companies are now those that have a market capitalization not greater than that of the largest company in the Russell 2000® Index at the time of its most recent reconstitution.

 

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

  

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Notes to Performance and Other Important Information (continued)

 

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.

 

This page is not part of the 2020 Annual Audited Financial Statements | 67
 
 

 

 

Results of Stockholders Meeting

 

Royce Value Trust, Inc.

 

At a Special Meeting of Stockholders convened virtually on July 29, 2020, the Fund’s stockholders approved a new investment advisory agreement between the Fund and Royce & Associates, LP.

 

VOTES FOR VOTES WITHHELD VOTES ABSTAIN
47,575,661 2,436,608 1,357,715

 

At the 2020 Annual Meeting of Stockholders convened virtually on September 24, 2020, the Fund’s stockholders elected three Directors, consisting of:

 

  VOTES FOR VOTES AGAINST VOTES ABSTAIN
Christopher D. Clark 85,367,358 3,827,150 7,119,385
Christopher C. Grisanti 80,960,685 8,233,823 746,227
Cecile B. Harper 85,304,922 3,889,586 1,620,188

 

Royce Micro-Cap Trust, Inc.

 

At a Special Meeting of Stockholders convened virtually on July 14, 2020, the Fund’s stockholders approved a new investment advisory agreement between the Fund and Royce & Associates, LP.

 

VOTES FOR VOTES WITHHELD VOTES ABSTAIN
47,575,661 2,436,608 1,357,715

 

At the 2020 Annual Meeting of Stockholders convened virtually on September 24, 2020, the Fund’s stockholders elected three Directors, consisting of:

 

  VOTES FOR VOTES AGAINST VOTES ABSTAIN
Christopher D. Clark 35,833,397 1,028,708 7,119,385
Christopher C. Grisanti 34,839,425 2,022,680 746,227
Cecile B. Harper 35,795,629 1,066,476 1,620,188

 

Royce Global Value Trust, Inc.

 

At a Special Meeting of Stockholders convened virtually on December 17, 2020, the Fund’s stockholders approved a new investment advisory agreement between the Fund and Royce & Associates, LP.

 

VOTES FOR VOTES WITHHELD VOTES ABSTAIN
6,574,395 1,142,600 81,376

 

At the 2020 Annual Meeting of Stockholders convened virtually on September 24, 2020, the Fund’s stockholders elected three Directors, consisting of:

 

  VOTES FOR VOTES AGAINST VOTES ABSTAIN
Christopher D. Clark 6,379,414 1,028,708 7,119,385
Christopher C. Grisanti 6,343,456 2,022,680 746,227
Cecile B. Harper 6,394,872 1,066,476 1,620,188

 

68 | This page is not part of the 2020 Annual Audited Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
  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  
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  Our team of 18 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  
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CE-REP-1220

 
         
         

 

 

 

 

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, 2020 - $37,171

Year ended December 31, 2019 - $36,442

 

(b)Audit-Related Fees:

Year ended December 31, 2020 - $0

Year ended December 31, 2019 - $0

 

(c)Tax Fees:

Year ended December 31, 2020 - $10,131 - Preparation of tax returns

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

 

(d)All Other Fees:

Year ended December 31, 2020 - $0

Year ended December 31, 2019 - $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.

 

2 

 

 

(e)(2)Not Applicable

 

(f)Not Applicable

 

(g)

Year ended December 31, 2020 - $10,131

Year ended December 31, 2019 - $9,933

 

(h)No such services were rendered during 2020 or 2019.

 

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, Cecile B. Harper, 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.

 

3 

 

 

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, 2020)

 

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 1993

Chairman of the Board of Managers of Royce & Associates, LP (“Royce”), investment adviser to the Registrant, Member of the boards of directors/trustees of the Registrant, Royce Value Trust, Inc. (“RVT”), Royce Global Value Trust, Inc. (“RGT”), The Royce Fund (“TRF”), and Royce Capital Fund (“RCF”) (collectively, “The Royce Funds”). 

Chris E. Flynn

Assistant Portfolio Manager* 

Since April 1, 2007

Assistant Portfolio Manager of the Registrant (since April 1, 2007); and Principal, Portfolio Manager and Senior Analyst at Royce (since 1993).

James P. Stoeffel Assistant Portfolio Manager*

Since 

September 1, 2018

Assistant Portfolio Manager of the Registrant (since September 1, 2018); and Portfolio Manager at Royce (since 2009).
Brendan J. Hartman Assistant Portfolio Manager*

Since 

September 1, 2018

Assistant Portfolio Manager of the Registrant (since September 1, 2018); and Portfolio Manager at Royce (since 2009).

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

  

4 

 

 

(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest (information as of December 31, 2020)

 

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 7,561,280,532 2 2,404,522,128
  Private pooled investment vehicles 3 75,889,947 -- --
  Other accounts* 12 55,941,563 -- --
           
Chris E. Flynn          
  Registered investment companies 5 5,666,420,096 2 2,404,522,128
  Private pooled  investment vehicles 1 75,624,698 -- --
  Other accounts* -- -- -- --
           

 

 

James P. Stoeffel 

         
  Registered investment companies 4 2,950,634,004 1 515,915,932
  Private pooled  investment vehicles 1 12,180,760 -- --
  Other accounts* -- -- -- --
           
Brendan J. Hartman          
  Registered investment companies 3 1,034,712,581 1 515,915,932
  Private pooled  investment vehicles 1 12,180,760 -- --
  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.

 

5 

 

 

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.

 

6 

 

 

(a)(3) Description of Portfolio Manager Compensation Structure (information as of December 31, 2020)

 

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, 2020)

 

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 $100,000 - $500,000
James P. Stoeffel $0
Brendan J. Hartman $0

  

(b) Not Applicable

 

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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 MICRO-CAP TRUST, INC.

 

BY: /s/ Christopher D. Clark   
  Christopher D. Clark   
  President  

 

Date: March 1, 2021

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

ROYCE MICRO-CAP TRUST, INC.   ROYCE MICRO-CAP TRUST, INC.
         
BY: /s/ Christopher D. Clark   BY: /s/ Peter K. Hoglund
  Christopher D. Clark     Peter K. Hoglund
  President     Treasurer
         
Date: March 1, 2021   Date: March 1, 2021

 

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