UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
FORM N-CSR
   
CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
   
Investment Company Act file number: 811-04875
   
Name of Registrant: Royce Value Trust, Inc.
   
Address of Registrant: 1414 Avenue of the Americas
New York, NY 10019
   
Name and address of agent for service: John E. Denneen, Esquire
  1414 Avenue of the Americas
  New York, NY 10019
   
Registrant’s telephone number, including area code: (212) 486-1445
Date of fiscal year end: December 31
Date of reporting period: January 1, 2007 – December 31, 2007
   
   
Item 1: Reports to Shareholders  
   





   
 



Royce Value Trust


Royce Micro-Cap Trust


Royce Focus Trust






















 
ANNUAL
REVIEW AND REPORT

TO STOCKHOLDERS
 
 
 
 


www.roycefunds.com




     



A Few Words on Closed-End Funds


     
  Royce & Associates, LLC manages three closed-end funds: Royce Value Trust, the first small-cap value closed-end fund offering; Royce Micro-Cap Trust, the only micro-cap closed-end fund; and Royce Focus Trust, a closed-end fund that invests in a limited number of primarily small-cap companies.  
     
  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. This is in contrast to open-end mutual funds, in which the fund sells and redeems its shares on a continuous basis.  
     


         
A Closed-End Fund Offers Several Distinct Advantages Not Available From An Open-End Fund Structure
         
n

Since a closed-end fund does not issue redeemable securities or offer its securities on a continuous basis, it does not need to liquidate securities or hold uninvested assets to meet investor demands for cash redemptions, as an open-end fund must.

  n

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

         
n

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

  n

Unlike Royce’s open-end funds, our closed-end funds are able to distribute capital gains on a quarterly basis. Each of the Funds has adopted a quarterly distribution policy for its common stock.

         
n

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

 

We believe that the closed-end fund structure is very suitable for the long-term investor who understands the benefits of a 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 13, 15 and 17. For additional information on the Funds’ Distribution Reinvestment and Cash Purchase Options and the benefits for stockholders, please see page 19 or visit our website at www.roycefunds.com.
 
 

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Table of Contents  

   
Annual Review  

   
Performance Table 2
   
Letter to Our Stockholders 3
   

   
Annual Report to Stockholders 10
   


For more than 30 years, we have used a value approach to invest in smaller-cap securities. We focus primarily on the quality of a company’s balance sheet, its ability to generate free cash flow and other measures of profitability or sound financial condition. At times, we may also look at other factors, such as a company’s unrecognized asset values, its future growth prospects or its turnaround potential following an earnings disappointment or other business difficulties. We then use these factors to assess the company’s current worth, basing the assessment on either what we believe a knowledgeable buyer might pay to acquire the entire company, or what we think the value of the company should be in the stock market.













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Performance Table


Average Annual NAV Total Returns               Through December 31, 2007
                         
    Royce   Royce   Royce      
    Value Trust   Micro-Cap Trust   Focus Trust   Russell 2000

Fourth Quarter 2007*   -2.62 %   -4.47 %   -3.64 %   -4.58 %

July–December 2007*   -4.36     -7.86     -3.21     -7.53  

One-Year   5.04     0.64     12.22     -1.57  

Three-Year   10.81     9.58     13.90     6.80  

Five-Year   18.40     19.42     24.15     16.25  

10-Year   11.77     11.97     13.28     7.08  

15-Year   13.17     n/a     n/a     10.10  

20-Year   13.78     n/a     n/a     11.34  

Since Inception   12.60     13.53     14.15      

Inception Date      11/26/86         12/14/93         11/1/96**    



Important Performance and Risk Information
All performance information in this Review and Report reflects past performance, is presented on a total return basis and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Investment return and principal value of an investment will fluctuate, so that shares may be worth more or less than their original cost when sold. Current performance may be higher or lower than performance quoted. Current month-end performance may be obtained at www.roycefunds.com. The Royce Funds invest primarily in securities of small-cap and/or micro-cap companies, which may involve considerably more risk than investments in securities of larger-cap companies.
 
The thoughts expressed in this Review and Report to Stockholders concerning recent market movements and future prospects for small-company stocks are solely the opinion of Royce at December 31, 2007, 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, 2007 and are subject to change at any time without notice. There can be no assurance that securities mentioned in this Review and Report to Stockholders will be included in any Royce-managed portfolio in the future.

*Not annualized.
**Date Royce & Associates, LLC assumed investment management responsibility for the Fund.




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Letter to Our Stockholders      

     
     
Are We Bear Yet?      
       
When the subprime mortgage implosion first became headline news in July 2007, the event was treated in some quarters as the locomotive leading a potentially long train of financial calamities. Seemingly overnight, a rash of stories broke about imminent recession, possible inflation, recurrent stagflation, contracting credit, devalued currency and declining equities. We were somewhat nonplussed by the high anxiety, not out of any sense that the subprime mess was not serious, but more because our experience in the asset management business has seen us through a variety of markets (and economies) that tested our patience, commitment and discipline. It seemed clear that the subprime crisis was all too real even before the share prices of many financial companies began to tumble in the spring and summer months. However, the market as a whole did not follow suit in earnest until November, and the substantial small-cap market correction—that is, a fall-off for the Russell 2000 of 15% or more from a previous market high—had to wait until January 4, 2008 to become a reality. What we did see in the second half of 2007 was considerable volatility. During the third quarter, the Russell 2000 saw 24 out of 63 trading days in which it moved 2.0% or more intra-day, that is, 38% of the time; in the fourth quarter there were 28 out of 64 such trading days, or 44% of the time. Even as all signs pointed toward an end to the small-cap rally that began in October 2002, the second half of 2007 was more of a wildly volatile period, not a seriously bearish one.
  Long ago we accepted that we are powerless
over when or if a bear market comes. We
can only resolve to maintain our discipline
and keep scouring the small-cap market for
potential opportunity... We have always
believed that uncovering opportunity in
poor market conditions is one of the most
effective ways to build strong absolute
long-term performance.
 
     Still, the idea that stocks were headed for a bear market was remarkably persistent in the second half of 2007. And although equity returns through the end of December remained well shy of the bear necessity—a decline of 20% or more from the market’s previous peak—
     
       

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For most of our portfolio managers,
the security selection process begins
with an examination of a company’s
balance sheet. As our analysis
proceeds, other important measures
quickly follow, such as a company’s
earnings history (particularly if the
firm is not posting positive earnings
at the time of our review) and its
ability to generate free cash flow
.
Additional factors come into play as
well, with each of our portfolio
managers and analysts emphasizing
different metrics as they evaluate
businesses. Of course, regardless of
where the emphasis on particular
metrics falls, our managers are
looking for indicators of strong
absolute value
.

One company’s financial profile may
look terrific relative to its industry
peers or to other companies in the
stock market, but that does not
necessarily make it a compelling
value. Similarly, its stock price may
be attractively low when compared
to others in the same or a similar
business or to other stocks in the
market as a whole, but that alone
will not make the stock a potential
purchase candidate. In our security
analysis process, a company must
stand or fall on its own merits
.


Continued on page 6...
    Letter to Our Stockholders

the fatalism was more than understandable. As the market crept toward the end of the year, it seemed to be just a matter of time before reality caught up with the bearish perceptions. We were not surprised, therefore, by the 15% correction from the small-cap peak on 7/13/07 that occurred on January 4th and were not too panicked by the official arrival of the small-cap bear on January 17th. In fact, few of the concerns about the market or the economy look groundless to us, even if our collective stoicism leads us to exchange worry for more work on finding attractively valued smaller companies. Long ago we accepted that we are powerless over when or if a bear market comes. We can only resolve to maintain our discipline and keep scouring the small-cap market for potential opportunity.
     In this context of pessimism, then, we find ourselves in the contrarian position of feeling fairly sanguine about the state of equities, particularly over the long term, and also confident—however guardedly—about the next three to five years. In that spirit, we would like to advance the idea that the worst of the market’s decline is behind us as of this writing. Our optimism about the next few years is based in part on the speed with which information moves. Because bad news travels so quickly, the effects hit stocks hard and fast. We believe that the market has thus worked through the bulk of the distress caused by subprime woes, the credit crunch and the prospect of recession. While we are always focused on downside risk, we are just as excited about promising long-term opportunities that we see in certain smaller stocks in the current market. We understand that no investor enjoys these periods in which so many companies seem to be struggling and returns are falling further into negative territory. At the same time, declines, corrections and even the occasional bear market are part of the price of doing business in the stock market, especially if one is in it for the long haul, as we are. And it is precisely at such risky moments that we seek opportunity as so many others are avoiding it. As the saying goes, “Pain is inevitable, but misery is optional.” We have always believed that uncovering opportunity in poor market conditions is one of the most effective ways to build strong absolute long-term performance.

Does Papa Bear Look Small?

The market leadership issue needs no reality check, being clear to all who take time to look. Large-cap stocks, as measured by the S&P 500, outperformed their small-cap counterparts, as measured by the Russell 2000, for the calendar year. The large-cap index posted a gain of 5.5% versus a loss of 1.6% for the small-cap index in 2007. The S&P 500 built its lead with three consecutive quarters of relatively higher returns between the end of March and the end of December, including the difficult second half of 2007, during which the S&P 500 fell only 1.4% while the Russell 2000 lost 7.5%. Meanwhile, the Nasdaq Composite fared best of all three indices for the calendar year, gaining 9.9%, a noteworthy absolute and relative showing. However, the Nasdaq Composite also remained 47.5% shy of its March 2000 high as of 12/31/07, while the Russell 2000 and S&P 500 both finished 2007 ahead of their respective March 2000 highs. The Russell 2000 also held an edge over the S&P 500 for


       

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the five- and 10-year periods ended 12/31/07, while the large-cap index outperformed for the corresponding one- and three-year periods.
     That the U.S. economy is struggling, regardless of whether one uses the ‘r-word’ to describe the struggle, helps to explain the recent relative strength of larger and more growth-oriented companies in the stock market. As volatility and economic uncertainty became more and more familiar features of the financial landscape, investors began to favor some combination of size, stability and the potential to grow quickly. In the beginning of 2006, before the current difficulties of the domestic economy, we called for a stint of large-cap leadership. At that time, our conviction was based on the less dramatic factors of cyclicality and reversion to the mean—it simply seemed to us that the small-cap rally would soon run its course and that large-cap would regain a market leadership role in an overall low-return environment for equities. As it happens, the subprime implosion was the catalyst for the reversion.
     We suspect that large-cap stocks will hang on to market leadership for a while. After a nearly five-year rally in which small-cap, especially small-cap value, dominated returns, this seems uncontroversial. However, we understand that for small-cap mutual fund investors, it may sound a bit odd for us to flatly assert that we don’t see our chosen asset class in the lead any time soon as we enter 2008. Investors can take some comfort in the following: Our longer-term outlook for smaller stocks is positive; we continue to see the likelihood of frequent leadership rotation and narrow performance spreads in the intermediate term; and we believe that active small-cap management focused on quality should do fine in a market in which we expect that trait to be rewarded across capitalization ranges.

  Our longer-term outlook for smaller stocks is positive; we continue to see the likelihood of frequent leadership rotation and narrow performance spreads in the intermediate term; and we believe that active small-cap management focused on quality should do fine in a market in which we expect that trait to be rewarded across capitalization ranges.
     
Polar Opposites    
     
For anyone focused on the performance of the Russell 2000 Value index in 2007, it must have felt as if it was just a matter of time before the bear emerged from hibernation and grabbed hold of the market as a whole. Small-cap growth investors, on the other hand, may have reached a different conclusion about the state of the stock market. After a long period of outperforming its small-cap growth sibling—often dramatically—the small-cap value index fell behind in 2007. It was subtle at first, with the Russell 2000 Value index narrowly underperforming the Russell 2000 Growth index in the first quarter (+1.5% versus +2.5%), before falling further behind in the second (+2.3% versus +6.7%). Things grew stranger in the third quarter, when small-cap value fell 6.3% while small-cap growth eked out a marginal gain. (Historically, the Russell 2000 Value index has outperformed in most down market periods.) Finally, during the similarly volatile fourth quarter, the Russell 2000 Value index was down 7.3% versus a loss of 2.1% for the Russell 2000 Growth index, completing its clean quarterly sweep for the calendar year, while also notching another short-term outperformance in a period of falling share prices.
   
     

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We have always believed that the
best way to pick stocks is to act as if
we were buying a business
.

Another important metric in
determining a company’s absolute
value is capitalization rate, or cap
rate. Most commonly used in real
estate asset analysis, cap rate
measures the ratio between the cash
flow an asset yields and that asset’s
purchase price. Our managers
calculate cap rate in a couple of
different ways: One looks at a
company’s EBIT (earnings before
interest and taxes) divided by the
business’s enterprise value; another
uses operating income (a close
cousin of EBIT) divided by the
enterprise value. In both cases
,
enterprise value is derived by taking
a company’s current market value
,
subtracting cash and adding in debt.

Our use of operating income is based
on the belief that it is the purest
way of understanding normalized
income. It is similar to cash flow, but
also includes amortization and
depreciation, which is critical to us
as long-term investors. When
calculating cap rate, we have to
decide how best to compute operating
income. It is closely related to a
firm’s earnings, which helps to
explain why cap rate for us is
synonymous with earnings yield
.

When a company is posting positive
earnings or is in a traditionally
cyclical business, we look back
historically in an attempt to put
together a pattern of normalized
operating income. If a business is


Continued on page 8...

 
 


                           
                           
Letter to Our Stockholders

     When one adjusts one’s perspective to reach beyond 2007, the picture begins to make sense. Although small-cap stocks as a whole began an impressive rally following the small-cap market trough on 10/9/02, the roots of strong performance for the Russell 2000 Value index actually reach back to the Russell 2000’s peak on 3/9/00. Although most equity indices large and small suffered dramatic declines from their respective March 2000 peaks through 10/9/02, the Russell 2000 Value index managed a cumulative gain of 2.0% during the same period. Once the wider small-cap rally
kicked off, the small-cap value index held its performance edge through the new small-cap high on 7/13/07 (see table).
     Our belief in cyclicality and reversion to the mean permeates the way that we view all market categories, so the Russell 2000 Value index’s underperformance in 2007 was hardly a shock, especially since we had seen a fair amount of promising opportunities in small-cap growth stocks in the years prior to 2007. Current anxieties seem to have led as many investors into growth stocks—ample liquidity and the potential for growth in a depressed economy are a seductive combination—as they have into large-cap stocks. However, the Russell 2000 Value index held on to its long-term advantage, beating the Russell 2000 Growth index for the 10-, 15-, 20- and 25-year periods ended 12/31/07.
    INDEX PERFORMANCE IN POST-BUBBLE PERIOD
Cumulative Total Returns During Small-Cap Decline and Subsequent Rally
 

        3/9/00-10/9/02     10/9/02-7/13/07  
                         
  Russell 2000     -44.1 %       177.1 %  
 
  Russell 2000 Value     2.0         183.9    
 
  Russell 2000 Growth     -68.4         169.7    
 
  S&P 500     -42.6         117.9    
 
  Nasdaq Composite     -77.9         143.0    
 
 

Bear with Us

We were very pleased that on a net asset value basis (NAV) each of our three closed end funds outperformed the Russell 2000 in 2007 (see the bar chart on page 7), and that Royce Value Trust also outpaced its other small-cap benchmark, the S&P SmallCap 600 for the same period. We were also struck by the wide disparity between the Fund’s calendar-year NAV and market price performances. Only Royce Focus Trust stayed ahead of the Russell 2000 on a market price basis, while Royce Value Trust and Royce Micro-Cap Trust lost considerably more on a market price basis than did the small-cap index. This was to some degree unsurprising in that the Fund’s were trading at healthy premiums at the end of 2006 that had become discounts by the end of 2007. Each portfolio’s market price results for the calendar year are perhaps best seen as a major shift in sentiment against smaller company stocks. All the more reason, in our view, to see the Fund’s respective NAV returns in a positive light. We were even more pleased with their longer-term performances. Each of our closed-end Funds

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outperformed the Russell 2000 on an NAV basis for the one-, three-, five- and 10-year periods ended 12/31/07.
 
 

     Two thousand seven was a difficult year, at least in its second half. Owing to our belief that down market performance is a key indicator of a portfolio’s strength, we were generally satisfied with the year’s results. Our confidence as we look forward is also high, as we are now seeing plentiful opportunities in both the domestic and international markets. We’ve been involved in overseas investing to one degree or another for many years. American companies with substantial global business have also been included in several portfolios for just as long, so a more global outlook is not really new for us. The most important lesson we learned from buying non-U.S. companies over the years is that a good business looks the same in Italy or England as it does here in the States. The business models and metrics are similar, and today nearly all publicly traded companies publish their relevant information in English. As large as the domestic smaller stock market is, it is dwarfed by the size of the international small-cap marketplace. To us, this really represents the best of two worlds—a domestic universe that we still feel great about and an international arena that we think is a source of enormous potential.

Bearing Down


Having said that, we understand that the issues facing small-cap investors in the current market are difficult. Economic uncertainty is pervasive. People continue to hold their breath, nervously waiting to see if the Federal Reserve Board’s moves might stave off a recession, or if a slowdown is already a forgone conclusion, as some economists are suggesting. More pertinently, many investors fear that small-caps will continue to lag if and when recession becomes a reality.

 





















As large as the domestic smaller stock market is, it is dwarfed by the size of the international small-cap marketplace. To us, this really represents the best of two worlds—a domestic universe that we still feel great about and an international arena that we think is a source of enormous potential.

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experiencing earnings trouble, we
look back in an effort to project
what its normalized operating
income may be over the next year
.
The result of these efforts allows us
to come up with a figure that
reflects a longer-term measure than
the operating income line that is
found on a company’s income
statement. This in turn provides us
with a cap rate estimate that’s also
in line with our long-term investment
horizon of two to five years
.

Generally, the higher the cap rate,
the lower the valuation risk, which is
why we seek cap rates beginning in
the double digits. Conversely, cap
rates in the mid-single digits or
lower mean that we generally will
look elsewhere. They represent little
more return potential than owning
risk-free U.S. treasuries, and we
expect more compensation for taking
the risk of equity ownership. A high
cap rate is ultimately important
because it offers us more potential
upside, i.e., a more attractive risk-reward
scenario, and that is critical in
our search for strong absolute value
.

  Letter to Our Stockholders

     Our view is that both the severity and span of a recession are likely to be fairly benign. More importantly, the reasoning behind our confidence in the long-term prospects for stocks, particularly smaller companies, has to do with the extremity of the sell-off that began in 2007’s second half and picked up steam in January 2008, which showed many equity investors behaving as if the recession were already well under way. Still, with the likelihood of recession strong (regardless of how bad one thinks it may be), we thought it would be useful to look at the performance of smaller companies in recent periods of economic slowdown. Looking at the four recessions that have occurred since the Russell 2000’s inception in 1979 shows two interesting trends: First, the performance records for small- and large-cap stocks are mixed, most likely because shifts in equity returns began prior to the official recognition of each recession’s start. Second, the recessions have in general been short-lived (see the table below).

       SMALL-CAP VERSUS LARGE-CAP PERFORMANCE DURING RECESSIONS
       Cumulative Total Returns During Small-Cap Decline and Subsequent Rally
   

    Recession Begin Date   Recession End Date   Length in Months   S&P 500   Russell 2000
     
    1/31/80   7/31/80   6   9.6 %   7.5 %
   

    7/31/81   11/30/82   16   14.2     14.8  
   

    7/31/90   3/31/91   8   8.0     7.7  
   

    3/31/01   11/30/01   8   -0.9     3.2  
   




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“Exit, Pursued by a Bear”

What, then, does all of this portend for small-cap investors? Within our selection universe, it seems reasonable to expect growth to provide near-term outperformance. However, over longer-term periods, we believe that value will eventually resume its historical dominance. The Russell 2000 Value index outperformed the Russell 2000 Growth index more than 93% of the time when viewed over five-year time horizons through 12/31/07. In any case, we populate our portfolios with what we deem to be attractively priced companies drawn from the entire asset class—regardless of whether they are classified as value or growth. Of greater significance to us—since we do not attach ‘value’ or ‘growth’ labels to the stocks that we own—is the idea that smaller companies retain two unique features: historical outperformance during normal- and low-return periods for equities and a more broad-based acceptance by all types of investors, something that was not the case at the beginning of this decade.
     Down markets and recessions are each as inevitable as they are unpleasant. They are also finite. We think that the fourth quarter of 2007 and the events of January 2008 represented an overreaction to a slowdown in consumer spending and the economy as a whole. The market, in other words, has in many ways already responded to the recession—and in our view has overestimated its severity—which is why we suspect that equity returns should improve before the economy does. In the meantime, we are looking ahead and seeing opportunities that look very promising to us. Several discrete areas of our marketplace look attractively oversold in our eyes, so we are working to capture what we see as compelling values today in the hopes of a profitable long-term experience in the years to come.
  Of great significance to us is the idea that
that smaller companies retain two unique
features: historical outperformance during
normal- and low-return periods for equities
and a more broad-based acceptance by all
types of investors, something that was not
the case at the beginning of this decade.

Sincerely,
             
               
         
Charles M. Royce   W. Whitney George   Jack E. Fockler, Jr.      
President   Vice President   Vice President      
               
               
January 31, 2008              

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Table of Contents    


Annual Report to Stockholders
   

Directors and Officers   11
     
Managers’ Discussions of Fund Performance    
     
Royce Value Trust   12
     
Royce Micro-Cap Trust   14
     
Royce Focus Trust   16
     
History Since Inception   18
     
Distribution Reinvestment and Cash Purchase Options   19
     
Schedules of Investments and Other Financial Statements    
     
Royce Value Trust   20
     
Royce Micro-Cap Trust   36
     
Royce Focus Trust   51
     
Notes to Performance and Other Important Information   62
     
Stockholder Meeting Results   63
     
 

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Directors and Officers

 
All Directors and Officers may be reached c/o The Royce Funds, 1414 Avenue of the Americas, New York, NY 10019

Charles M. Royce, Director*, President  
Age: 68  |  Number of Funds Overseen:  27  |  Tenure:  Since 1986  
Non-Royce Directorships:  Director of Technology Investment Capital Corp.  
   
Principal Occupation(s) During Past Five Years:  President, Chief Investment Officer and Member of Board of Managers of Royce & Associates, LLC (“Royce”), the Trust’s investment adviser.
 
   
Mark R. Fetting, Director*  
Age:  53   |  Number of Funds Overseen:  41  |   Tenure:  Since 2001  
Non-Royce Directorships:  Director/Trustee of registered investment companies constituting the 14 Legg Mason Funds.
 
   
Principal Occupation(s) During Past Five Years: President and Chief Executive Officer of Legg Mason, Inc.; Member of Board of Managers of Royce. Mr. Fetting’s prior business experience includes having served as Senior Executive Vice President of Legg Mason, Inc.; Division President and Senior Officer, Prudential Financial Group, Inc. and related companies; Partner, Greenwich Associates and Vice President, T. Rowe Price Group, Inc.
 

 
Donald R. Dwight, Director  
Age:  76   |   Number of Funds Overseen:  27  |   Tenure:  Since 1998  
Non-Royce Directorships:  None  
   
Principal Occupation(s) During Past Five Years: President of Dwight Partners, Inc., corporate communications consultant; Chairman (from 1982 to March 1998) and Chairman Emeritus (since March 1998) of Newspapers of New England, Inc. Mr. Dwight’s prior experience includes having served as Lieutenant Governor of the Commonwealth of Massachusetts, as President and Publisher of Minneapolis Star and Tribune Company and as a Trustee of the registered investment companies constituting the Eaton Vance Funds.
 
   
Richard M. Galkin, Director  
Age:  69   |   Number of Funds Overseen:  27  |   Tenure:  Since 1986  
Non-Royce Directorships:  None  
   
Principal Occupation(s) During Past Five Years: Private investor. Mr. Galkin’s prior business experience includes having served as President of Richard M. Galkin Associates, Inc., telecommunications consultants, President of Manhattan Cable Television (a subsidiary of Time, Inc.), President of Haverhills Inc. (another Time, Inc. subsidiary), President of Rhode Island Cable Television and Senior Vice President of Satellite Television Corp. (a subsidiary of Comsat).
 
   
Stephen L. Isaacs, Director  
Age: 68   |  Number of Funds Overseen:  27  |  Tenure:  Since 1989  
Non-Royce Directorships:  None  
   
Principal Occupation(s) During Past Five Years: President of The Center for Health and Social Policy (since September 1996); Attorney and President of Health Policy Associates, Inc., consultants. Mr. Isaacs’s prior business experience includes having served as Director of Columbia University Development Law and Policy Program and Professor at Columbia University (until August 1996).
 
   
William L. Koke, Director  
Age: 73  |  Number of Funds Overseen: 27  |  Tenure:  Since 1996  
Non-Royce Directorships:  None  
   
Principal Occupation(s) During Past Five Years: Private investor. Mr. Koke’s prior business experience includes having served as President of Shoreline Financial Consultants, Director of Financial Relations of SONAT, Inc., Treasurer of Ward Foods, Inc. and President of CFC, Inc.
 
   
Arthur S. Mehlman, Director  
Age: 65  |  Number of Funds Overseen: 41  |  Tenure:  Since 2004  
Non-Royce Directorships:  Director/Trustee of registered investment companies constituting the 14 Legg Mason Funds and Director of Municipal Mortgage & Equity, LLC.
 
   
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 University of Maryland College Park Foundation (non-profit) (from 1998 to 2005); Partner, KPMG LLP (international accounting firm) (from 1972 to 2002); Director of Maryland Business Roundtable for Education (from July 1984 to June 2002).
 
David L. Meister, Director
Age:  68   |  Number of Funds Overseen:  27  |  Tenure:  Since 1986
Non-Royce Directorships:  None
 
Principal Occupation(s) During Past Five Years: Consultant. Chairman and Chief Executive Officer of The Tennis Channel (from June 2000 to March 2005). Mr. Meister’s prior business experience includes having served as Chief Executive Officer of Seniorlife.com, a consultant to the communications industry, President of Financial News Network, Senior Vice President of HBO, President of Time-Life Films and Head of Broadcasting for Major League Baseball.
 
G. Peter O’Brien, Director
Age:  62  |  Number of Funds Overseen:  41  |  Tenure:  Since 2001
Non-Royce Directorships:  Director/Trustee of registered investment companies constituting the 14 Legg Mason Funds; Director of Technology Investment Capital Corp.
 
Principal Occupation(s) During Past Five Years: Trustee Emeritus of Colgate University (since 2005); Board Member of Hill House, Inc. (since 1999); Formerly: Trustee of Colgate University (from 1996 to 2005), President of Hill House, Inc. (from 2001 to 2005) and Managing Director/Equity Capital Markets Group of Merrill Lynch & Co. (from 1971 to 1999).

John D. Diederich, Vice President and Treasurer
Age:  56  |    Tenure:  Since 2001
 
Principal Occupation(s) During Past Five Years: Chief Operating Officer, Managing Director and member of the Board of Managers of Royce; Chief Financial Officer of Royce; Director of Administration of the Trust; and President of RFS, having been employed by Royce since April 1993.
 
Jack E. Fockler, Jr., Vice President
Age:  49  |   Tenure:  Since 1995
 
Principal Occupation(s) During Past Five Years: Managing Director and Vice President of Royce, and Vice President of RFS, having been employed by Royce since October 1989.
 
W. Whitney George, Vice President
Age:  49  |   Tenure:  Since 1995
 
Principal Occupation(s) During Past Five Years: Managing Director and Vice President of Royce, having been employed by Royce since October 1991.
 
Daniel A. O’Byrne, Vice President and Assistant Secretary
Age:  45  |   Tenure:  Since 1994
 
Principal Occupation(s) During Past Five Years: Principal and Vice President of Royce, having been employed by Royce since October 1986.
 
John E. Denneen, Secretary and Chief Legal Officer
Age:  40  |   Tenure:  1996-2001 and Since April 2002
 
Principal Occupation(s) During Past Five Years: General Counsel (Deputy General Counsel prior to 2003), Principal, Chief Legal and Compliance Officer and Secretary of Royce; Secretary and Chief Legal Officer of The Royce Funds.
 
Lisa Curcio, Chief Compliance Officer
Age:  48  |  Tenure:  Since 2004
 
Principal Occupation(s) During Past Five Years: Chief Compliance Officer of The Royce Funds (since October 2004); Compliance Officer of Royce (since June 2004); Vice President, The Bank of New York (from February 2001 to June 2004).
 


* Interested Director.
 
 

2007 Annual Report to Stockholders   |  11





 
 

 

AVERAGE ANNUAL NAV TOTAL RETURNS
Through 12/31/07


Fourth Quarter 2007*

  -2.62 %

July–December 2007*

  -4.36  

One-Year

              5.04  

Three-Year

              10.81  

Five-Year

              18.40  

10-Year

              11.77  

15-Year

              13.17  

20-Year

              13.78  

Since Inception (11/26/86)

    12.60  

* Not annualized.
     

CALENDAR YEAR NAV TOTAL RETURNS


Year

  RVT     Year     RVT  

2007

  5.0 %   1998     3.3 %

2006

  19.5     1997     27.5  

2005

  8.4     1996     15.5  

2004

  21.4     1995     21.6  

2003

  40.8     1994     0.1  

2002

  -15.6     1993     17.3  

2001

  15.2     1992     19.3  

2000

  16.6     1991     38.4  

1999

  11.7     1990     -13.8  

                   

TOP 10 POSITIONS
% of Net Assets Applicable
to Common Stockholders


AllianceBernstein Holding L.P.

  2.1 %

Ritchie Bros. Auctioneers

  2.0  

PAREXEL International

  1.3  

Sotheby’s

  1.2  

SEACOR Holdings

  1.2  

Lincoln Electric Holdings

  1.1  

Advent Software

  1.1  

Exterran Holdings

  1.1  

Ash Grove Cement Cl. B

  1.1  

Rofin-Sinar Technologies

  1.0  

                   
                   

PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable
to Common Stockholders


Technology

  23.3 %

Industrial Products

  19.3  

Industrial Services

  15.2  

Financial Services

  13.7  

Financial Intermediaries

  11.7  

Natural Resources

  9.9  

Health

  7.6  

Consumer Products

  4.9  

Consumer Services

  3.7  

Diversified Investment Companies

  0.2  

Utilities

  0.2  

Miscellaneous

  3.7  

Bond and Preferred Stock

  0.3  

Cash and Cash Equivalents

  4.9  

 
 
 
 
 
 





Royce Value Trust

Manager’s Discussion
Royce Value Trust’s (RVT) diversified portfolio of small- and micro-cap stocks posted solid results during 2007, though many investors seemed not to notice. For the calendar year, the Fund was up 5.0% on a net asset value (NAV) basis and down 8.2% on a market price basis versus a 1.6% loss for the Russell 2000 and a 0.2% loss for the S&P SmallCap 600. We were very pleased with RVT’s calendar-year NAV result, though we were obviously disappointed by its market price showing. Much of the disparity between the Fund’s NAV and market price results in 2007 can be traced back to the sizeable premium at which the Fund traded at the end of 2006 versus the discount at which its shares traded at the end of 2007. Certainly market sentiment began to turn against smaller stocks as 2007 wore on, even as our efforts in RVT’s portfolio told a different story.
        On an NAV basis, the Fund was ahead of both of its small-cap benchmarks in the first half, although its market price return trailed. Down 1.8% on an NAV basis in the third quarter, RVT bested the Russell 2000, which lost 3.1%, and tied the S&P 600, while its market price loss of 7.6% trailed. The year’s final quarter saw a reversal of this performance pattern. RVT lost 2.6% on an NAV basis, but only 1.3% on a market price basis, both results better than the Russell 2000’s 4.6% loss and the S&P 600’s decline of 6.5%. We place considerable emphasis on down-market performance, so the Fund’s relative edge on an NAV basis in the second half was especially gratifying to us, as was its relative strength from the small-cap peak on 7/13/07 through 12/31/07, a period in which RVT was down 7.0% versus losses of 9.9% for the Russell 2000 and 10.8% for the S&P 600. (The Fund was down 10.4% on a market price basis during this same period.)
      RVT again provided strong absolute and relative results over market-cycle and other long-term periods. From the previous small-cap market peak on 3/9/00 through 12/31/07, the Fund was up 143.1% on an NAV basis, versus 39.5% for the Russell 2000 and 89.6% for the S&P 600. During the mostly bullish phase from the small-cap market trough on 10/9/02 through 12/31/07, the Fund gained 176.8% compared to a gain of 149.5% for the Russell 2000 and 143.1% for the S&P 600. In addition, on an NAV basis RVT held a performance advantage over each of its benchmarks for the one-, three-, five-, 10-, 15-, 20-year and since inception (11/26/86) periods ended 12/31/07. In all but the one- and three-year periods,
     
   

GOOD IDEAS THAT WORKED
2007 Net Realized and Unrealized Investment Return*

   
    Ritchie Bros. Auctioneers   $9,318,969
   
    Peerless Manufacturing   8,449,137
   
    PAREXEL International   6,063,821
   
    Exterran Holdings   5,862,255
   
    GAMCO Investors Cl. A   5,052,996
   
    *Includes dividends    
         
Important Performance and Risk Information
All performance information reflects past performance, is presented on a total return basis 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 recent month-end may be obtained at www.roycefunds.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 micro-cap companies that may involve considerably more risk than investing in a more diversified portfolio of larger-cap companies. Standard deviation is a statistical measure within which a fund’s total returns have varied over time. The greater the standard deviation, the greater a fund’s volatility.

12  |   2007 Annual Report to Stockholders



 
 
 
Performance and Portfolio Review



the Fund’s market price returns also outpaced those of its benchmarks. RVT’s NAV average annual total return since inception was 12.6%.
     The Industrial Products sector led the Fund in dollar-based net gains that nearly doubled those of Industrial Services, the Fund’s next best-performing sector on a dollar basis. The worldwide boom in large-scale infrastructure construction, particularly in China, continued to give many industrial companies a boost. We enjoyed success with industrial auctioneer Ritchie Bros. Auctioneers, which we have owned in the Fund’s portfolio since 1998. Its growing business had many investors bidding for shares, so we reduced our stake in December. Peerless Manufacturing makes filtration and air pollution abatement products. Growing earnings in a more environmentally conscious world seemed to draw investors to the stock. We trimmed our position in November.
     Impressive net gains also came from holdings in other sectors. PAREXEL International is a bio-pharmaceutical services company that provides contract research, medical marketing, consulting, informatics, and advanced technology products and services to the pharmaceutical, biotechnology, and medical device industries worldwide. Its growing business and strong earnings helped its stock price stay healthy for most of 2007, including the volatile second half. GAMCO Investors was another strong second-half performer. The firm offers an array of asset management services to a variety of clients. We think that it’s a well-managed firm, and also like its steady, positive earnings and dividend payout.
     
      Bimini Capital Management is a real estate investment trust (REIT) that invests primarily in residential mortgage-related securities. Its stock price predictably fell during the subprime crisis. We sold our shares in October. Newport Corporation, which makes laser-based and photonic products, saw its price slide throughout the year amidst lower-than-expected profits in its fiscal first, second and third quarters in 2007. The departure of some veteran executives did little to help.

GOOD IDEAS AT THE TIME
2007 Net Realized and Unrealized Investment Loss*

 
 

 
  Bimini Capital Management Cl. A $6,168,275     

 
  Newport Corporation 4,832,352     

 
  Jazz Technologies (Units) 3,658,750     

 
  BearingPoint 3,526,363     

 
  Adaptec 3,307,648     

 
  *Net of dividends  
   

1Reflects the cumulative total return of an investment made by a stockholder who purchased one share at inception ($10.00 IPO), reinvested all annual distributions as indicated and fully participated in primary subscriptions of the Fund’s rights offerings.

2Reflects the actual market price of one share as it traded on the NYSE.
 
 
   
   
    FUND INFORMATION AND
  PORTFOLIO DIAGNOSTICS
 
    Fund Net Assets 1,185 million   
 
    Symbol  
      Market Price RVT   
      NAV XRVTX   
 
    Net Leverage 14%   
 
    Turnover Rate 26%   
 
 

Average Market Capitalization*

$1,184 million   
 
    Weighted Average P/E Ratio** 18.1x   
 
    Weighted Average P/B Ratio 2.2x   
 
    Weighted Average Portfolio Yield 1.2%   
 
 
  Net leverage is the percentage, in excess of 100%, of the total    value of equity type investments, divided by net assets, excluding preferred stock.
   *Geometrically calculated
 

**The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (9% of portfolio holdings as of 12/31/07).

   
   
    CAPITAL STRUCTURE
  Publicly Traded Securities Outstanding
  at 12/31/07 at NAV or Liquidation Value
 
    60.0 million shares
  of Common Stock
$1,185 million  
 
    5.90% Cumulative
  Preferred Stock
$220 million  
 
   
    RISK/RETURN COMPARISON
  Five-Year Period Ended 12/31/07
 
    Average Annual
Total Return
Standard Deviation Return
Efficiency*
 
    RTV (NAV) 18.40% 13.58 1.35
 
    Russell 2000 16.25     14.44 1.13
 
 
*Return Efficiency is the average annual total return divided by the annualized standard deviation over a designated time period.
   
 
   
   
   
   
   
 

 

2007 Annual Report to Stockholders   |   13



 
 

 

AVERAGE ANNUAL NAV TOTAL RETURNS
Through 12/31/07


Fourth Quarter 2007*

  -4.47 %

July-December 2007*

  -7.86  

One-Year

              0.64  

Three-Year

              9.58  

Five-Year

              19.42  

10-Year

              11.97  

Since Inception (12/14/93)

    13.53  

* Not annualized.
     

CALENDAR YEAR NAV TOTAL RETURNS


Year

  RMT     Year     RMT  

2007

  0.6 %   2000     10.9 %

2006

  22.5     1999     12.7  

2005

  6.8     1998     -4.1  

2004

  18.7     1997     27.1  

2003

  55.5     1996     16.6  

2002

  -13.8     1995     22.9  

2001

  23.4     1994     5.0  

                   

TOP 10 POSITIONS
% of Net Assets Applicable
to Common Stockholders


Sapient Corporation

  1.3 %

Seneca Foods Cl. B

  1.3  

Pegasystems

  1.2  

PAREXEL International

  1.2  

Tennant Company

  1.2  

ASA

  1.1  

MVC Capital

  1.1  

Exponent

  1.1  

Peerless Manufacturing

  1.1  

Weyco Group

  1.0  

                   
                   

PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable
to Common Stockholders


Technology

  23.2 %

Industrial Products

  16.2  

Health

  14.9  

Industrial Services

  14.7  

Natural Resources

  10.6  

Financial Intermediaries

  9.1  

Financial Services

  6.7  

Consumer Products

  5.5  

Consumer Services

  4.3  

Diversified Investment Companies

  1.8  

Miscellaneous

  4.9  

Preferred Stock

  0.5  

Cash and Cash Equivalents

  5.7  

 
 
 
 
 
 





Royce Micro-Cap Trust

Manager’s Discussion
The miserable 2007 that most micro-cap stocks endured could be seen in the year’s market price performance of Royce Micro-Cap Trust (RMT). However, little of this misery could be seen in the Fund’s calendar-year net asset value (NAV) performance. RMT more than held its own on a net asset value (NAV) basis, up 0.6% versus a decline of 1.6% for its small-cap benchmark, the Russell 2000. Although we were certainly disappointed that the Fund was down 20.1% on a market basis for the same period, we were pleased with the Fund’s NAV results during 2007. It’s worth noting that at the end of 2006, RMT was trading at a good-sized premium that became a discount before the end of 2007. Market sentiment turned against smaller stocks, especially micro-caps, as 2007 turned more bearish, even as our work in RMT’s portfolio showed that not all micro-caps capitulated to the bear during latter half of the year. A strong first half—up 9.2% on an NAV basis, though down 2.9% on a market basis—certainly helped the Fund to establish ground versus the Russell 2000 for the calendar year.
        The Fund’s showings over market cycle and other long-term performance periods remained strong. From the previous small-cap market peak on 3/9/00 through 12/31/07, RMC gained 148.8% on an NAV basis, and 164.3% on a market price basis versus a gain of 39.5% for the Russell 2000. During the generally more positive period from the small-cap market trough on 10/9/02 through 12/31/07, RMT was up an impressive 188.0%, on an NAV basis and 180.9% on a market price basis, while the Russell 2000 gained 149.5%. RMT outpaced the Russell 2000 on an NAV basis for the one-, three-, five-, 10-year and since inception (12/14/93) periods, and on a market price basis for the 5-, 10-year, and since-inception periods ended 12/31/07. The Fund’s NAV average annual total return since inception was 13.5%.
     During the first half of 2007, we noted a performance disparity within the micro-cap sector, which helped the Fund’s performance. In general, higher returns came from larger, more established micro-cap companies. As the credit crunch reared its head in the second half, those micro-caps with better creditworthiness drew favor from investors. This development also benefited calendar-year results. It seemed clear to us by the end of 2007
     
   

GOOD IDEAS THAT WORKED
2007 Net Realized and Unrealized Investment Return*

   
    OneSource Services   $2,806,923
   
    Peerless Manufacturing   2,434,940
   
    PAREXEL International   2,046,123
   
    Green Mountain Coffee Roasters   1,865,472
   
    Sapient Corporation   1,660,000
   
    *Includes dividends    
         
Important Performance and Risk Information
All performance information reflects past performance, is presented on a total return basis 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 recent month-end may be obtained at www.roycefunds.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 normally invests in micro-cap companies, which may involve considerably more risk than investing in a more diversified portfolio of larger-cap companies. Standard deviation is a statistical measure within which a fund’s total returns have varied over time. The greater the standard deviation, the greater a fund’s volatility.

14  |   2007 Annual Report to Stockholders



 
 
 
Performance and Portfolio Review



that our preference for conservatively capitalized, quality micro-cap businesses was a sound strategy, both in an absolute sense and in the context of a market that bestowed little favor on micro-cap stocks.
      We also benefited by having little exposure to financial and real estate companies and only modest exposure to consumer businesses that suffered most during 2007, although that modest exposure could not prevent Consumer Services from posting the most significant net dollar-based losses in the portfolio during 2007. The bulk of sector’s declines came from retail stores. Stein Mart’s stores offer fashion merchandise in the United States. Weak sales and disappointing earnings were the story throughout 2007, particularly in the second half when we added to our position. Financial Intermediaries also disappointed. First Acceptance Corporation is a regional automobile insurer specializing in policies for drivers with poor payment and/or driving histories. Higher-than-anticipated accident rates led to a loss in the firm’s fiscal fourth quarter, which caused its share price to crash in September. Bimini Capital Management is a real estate investment trust (REIT) that invests primarily in residential mortgage-related securities. Its stock price predictably fell during the subprime crisis. We sold our shares in October.
     
      The Fund’s best-performing sectors on a dollar basis were areas that we have long believed house quality micro-cap companies, and that belief was validated in 2007—Industrial Products, Natural Resources and Industrial Services. Cleaning and maintenance company OneSource Services drew the attention of a larger company that acquired it at an attractive premium in November. Peerless Manufacturing manufactures filtration and air pollution abatement products. Growing earnings in a more environmentally conscious world seemed to draw investors to the stock. We trimmed our position between July and December.

GOOD IDEAS AT THE TIME
2007 Net Realized and Unrealized Investment Loss*

 
 

 
  First Acceptance $1,679,633     

 
  Jupitermedia Corporation 1,458,780     

 
  Bimini Capital Management Cl. A 1,425,007     

 
  Stein Mart 1,359,206     

 
  InPhonic 1,342,542     

 
  *Net of dividends  
   
1Reflects the cumulative total return of an investment made by a stockholder who purchased one share at inception ($7.50 IPO), reinvested distributions as indicated and fully participated in the primary subscription of the 1994 rights offering.
2Reflects the actual market price of one share as it traded on Nasdaq and, beginning 12/1/03, on the NYSE.
 
 
   
   
    FUND INFORMATION AND
  PORTFOLIO DIAGNOSTICS
 
    Fund Net Assets $331 million   
 
    Symbol  
      Market Price RMT   
      NAV XOTCX   
 
    Net Leverage 12%   
 
    Turnover Rate 41%   
 
 

Average Market Capitalization*

$293 million   
 
    Weighted Average P/E Ratio** 17.4x   
 
    Weighted Average P/B Ratio 1.7x   
 
    Weighted Average Portfolio Yield 0.9%   
 
 
  Net leverage is the percentage, in excess of 100%, of the total    value of equity type investments, divided by net assets,    excluding preferred stock.
   *Geometrically calculated
 

**The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (3% of portfolio holdings as of 12/31/07).

   
   
    CAPITAL STRUCTURE
  Publicly Traded Securities Outstanding
  at 12/31/07 at NAV or Liquidation Value
 
    24.6 million shares
  of Common Stock
$331 million  
 
    6.00% Cumulative
  Preferred Stock
$60 million  
 
   
    RISK/RETURN COMPARISON
  Five-Year Period Ended 12/31/07
 
    Average Annual
Total Return
Standard Deviation Return
Efficiency*
 
    RMT (NAV) 19.42% 14.37 1.35
 
    Russell 2000 16.25     14.44 1.13
 
 
*Return Efficiency is the average annual total return divided by the annualized standard deviation over a designated time period.
   
 
   
   
   
   
   
 

 

2007 Annual Report to Stockholders   |   15



 
 

 

AVERAGE ANNUAL NAV TOTAL RETURNS
Through 12/31/07


Fourth Quarter 2007*

  -3.64 %

July–December 2007*

  -3.21  

One-Year

              12.22  

Three-Year

              13.90  

Five-Year

              24.15  

10-Year

              13.28  

Since Inception (11/1/96)

    14.15  

* Not annualized.
 Royce & Associates assumed investment management    responsibility for the Fund on 11/1/96.
     

CALENDAR YEAR NAV TOTAL RETURNS


Year

  FUND     Year     FUND  

2007

  12.2 %   2001     10.0 %

2006

  16.3     2000     20.9  

2005

  13.3     1999     8.7  

2004

  29.2     1998     -6.8  

2003

  54.3     1997     20.5  

2002

  -12.5              

                   

TOP 10 POSITIONS
% of Net Assets Applicable
to Common Stockholders


Australian Government 7.5% Bond

  5.4 %

New Zealand Government 6.00% Bond

  4.6  

South Africa Government 10.00% Bond

  3.5  

Unit Corporation

  3.4  

Metal Management

  3.3  

Trican Well Service

  3.3  

Reliance Steel & Aluminum

  3.3  

Thor Industries

  3.2  

Schnitzer Steel Industries Cl. A

  3.1  

Lincoln Electric Holdings

  3.0  

                   
                   

PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable
to Common Stockholders


Natural Resources

  26.7 %

Industrial Products

  21.6  

Consumer Products

  13.1  

Industrial Services

  9.7  

Technology

  6.2  

Financial Intermediaries

  4.7  

Health

  4.7  

Financial Services

  1.5  

Bonds

  13.5  

Cash and Cash Equivalents

  13.4  

 
 
 
 
 
 





Royce Focus Trust

Manager’s Discussion
A dynamic first half and relatively stable second half added up to a very successful year for Royce Focus Trust (FUND) on both an absolute and relative basis. For the calendar year, FUND gained 12.2% on a net asset value (NAV) basis and 3.0% on a market price basis, both results well ahead of its small-cap benchmark, the Russell 2000, which lost 1.6% in 2007. After posting impressive first-half returns—up 15.9% on a net asset value (NAV) basis and 8.6% on a market price basis, versus the Russell 2000’s gain of 6.5%, for the same period—the Fund managed well amid the third quarter’s volatility. FUND was up 0.4% on an NAV basis and down 5.3% on a market price basis while its benchmark declined 3.1%.
         The fourth quarter saw more widespread losses in the market as a whole, though small-cap stocks continued to be among the hardest hit. The Russell 2000 lost 4.6% between October and December, while the Fund was down 3.6% on an NAV basis and up 0.1% on a market price basis. The portfolio’s down-market strength can best be seen in its performance from the small-cap peak on 7/13/07 through 12/31/07, when it lost 7.4% on an NAV basis and 7.8% on a market price basis while the Russell 2000 fell 9.9%.
     From the previous small-cap market peak on 3/9/00 through 12/31/07, FUND returned 237.2% on an NAV basis and 305.2% on a market price basis, versus a 39.5% result for the small-cap index. The Fund also handily outpaced the Russell 2000 during the bullish phase from the small-cap market trough on 10/9/02 through 12/31/07, gaining 254.5% on an NAV basis and 277.9% on a market price basis, while the Russell 2000 was up 149.5% for the same period. These strong market cycle results played a major role in FUND’s outperformance of the benchmark over calendar-based periods. On both an NAV and market price basis, the Fund’s limited portfolio of primarily small-cap stocks beat the index for the one-, three-, five-, 10- year and since-inception of our management (11/1/96) periods ended 12/31/07. FUND’s NAV average annual total return since the inception of our management was 14.2%.
     Although five sectors posted net losses, declines on a dollar basis were small. At the individual holding level, KKR Financial disappointed. The firm is run by experienced investment bankers whose business plan appealed to our contrarian nature when we first heard it in spring 2007. KKR Financial was ready for the calamitous collapse of the subprime
     
   

GOOD IDEAS THAT WORKED
2007 Net Realized and Unrealized Investment Return*

   
    Schnitzer Steel Industries Cl. A   $3,691,814
   
    IPSCO   3,396,454
   
    Florida Rock Industries   2,290,728
   
    Chaparral Steel   2,085,186
   
    Woodward Governor   2,075,208
   
    *Includes dividends    
         
         
Important Performance and Risk Information
All performance information reflects past performance, is presented on a total return basis 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 recent month-end may be obtained at www.roycefunds.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 normally invests primarily in small-cap companies, which may involve considerably more risk than investing in a more diversified portfolio of larger-cap companies. Standard deviation is a statistical measure within which a fund’s total returns have varied over time. The greater the standard deviation, the greater a fund’s volatility.

16  |   2007 Annual Report to Stockholders



 
 
 
Performance and Portfolio Review



market and related credit crunch. They held ample highest-grade mortgage paper with which to weather the predicted storm. What the firm—and we—failed to account for was how difficult life would be even for parties holding high-quality debt in the current environment. Their mortgage holdings were suddenly devalued and the company’s levered positions only exacerbated its difficulties. In the otherwise-profitable precious metals and mining industry within the Natural Resources sector, Gammon Gold also showed net losses for the year. Lower-than-expected production at this early stage producer seemed to keep investors away in 2007. We sold some shares in October before purchasing more shares in November, mostly content to wait for operational improvements.
      The Fund’s strongest dollar-based net gains came from the Industrial Products sector, which more than tripled the net gain of the next best-performing sector, Natural Resources. Each of the Fund’s top five performers—and seven of its top ten—were Industrial Products holdings. After posting stronger-than-expected fiscal third-quarter earnings in July, the share price of recycling and scrap metal business Schnitzer Steel Industries began to soar, though it moved a little
     
closer to earth in the fourth quarter. We trimmed our position from September through December. Canadian steel production and fabrication company IPSCO first attracted our attention in 2004 with its pristine balance sheet, strong history of earnings and high returns on capital. It was also the target of the urge to merge. Earlier this year, several larger firms began looking at the firm as a potential acquisition, with Swedish business SSAB finally closing the deal in May. We sold our shares between April and May. We first began to buy shares of construction aggregates company Florida Rock Industries in other Royce-managed portfolios more than 20 years ago and have had a position in FUND’s portfolio since 1998. In February 2007, the company was acquired by a larger competitor at a substantial premium. We finished selling our stake in April.

GOOD IDEAS AT THE TIME
2007 Net Realized and Unrealized Investment Loss*

 
 

 
  KKR Financial $2,108,348     

 
  Gammon Gold 1,823,204     

 
  Knight Capital Group Cl. A 1,346,523     

 
  Arkansas Best 1,137,072     

 
  Winnebago Industries 1,098,220     

 
  *Net of dividends  
   
1Royce & Associates assumed investment management responsibility for the Fund on 11/1/96.
2Reflects the cumulative total return experience of a continuous common stockholder who reinvested all distributions
  as indicated and fully participated in the primary subscription of the 2005 rights offering.
3Reflects the actual market price of one share as it traded on Nasdaq.
 
 
   
   
    FUND INFORMATION AND
  PORTFOLIO DIAGNOSTICS
 
    Fund Net Assets $166 million   
 
    Symbol  
      Market Price FUND   
      NAV XFUNX   
 
    Net Leverage 2%   
 
    Turnover Rate 62%   
 
 

Average Market Capitalization*

$1,290 million   
 
    Weighted Average P/E Ratio** 12.4x   
 
    Weighted Average P/B Ratio 2.4x   
 
    Weighted Average Portfolio Yield 4.0%   
 
 
  Net leverage is the percentage, in excess of 100%, of the total    value of equity type investments, divided by net assets,    excluding preferred stock.
   *Geometrically calculated
 

**The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (10% of portfolio holdings as of 12/31/07).

   
   
    CAPITAL STRUCTURE
  Publicly Traded Securities Outstanding
  at 12/31/07 at NAV or Liquidation Value
 
    18.6 million shares
  of Common Stock
$166 million  
 
    6.00% Cumulative
  Preferred Stock
$25 million  
 
   
    RISK/RETURN COMPARISON
  Five-Year Period Ended 12/31/07
 
    Average Annual
Total Return
Standard Deviation Return
Efficiency*
 
    FUND (NAV) 24.15% 15.56 1.55
 
    Russell 2000 16.25     14.44 1.13
 
 
*Return Efficiency is the average annual total return divided by the annualized standard deviation over a designated time period.
   
 
   
   
   
   
   
 

 

2007 Annual Report to Stockholders   |   17



History Since Inception


The following table details the share accumulations by an initial investor in the Funds who reinvested all distributions (including fractional shares) 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.

        Amount   Purchase         NAV   Market  
History                      Invested   Price*   Shares   Value**   Value**  
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              

12/31/07       $ 21,922           8,889   $ 175,469   $ 165,158  

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              

12/31/07       $ 8,900           3,836   $ 51,709   $ 45,802  

Royce Focus Trust                                
10/31/96   Initial Purchase   $ 4,375   $ 4.375     1,000   $ 5,280   $ 4,375  
12/31/96                           5,520     4,594  
12/5/97   Distribution $0.53           5.250     101     6,650     5,574  
12/31/98                           6,199     5,367  
12/6/99   Distribution $0.145           4.750     34     6,742     5,356  
12/6/00   Distribution $0.34           5.563     69     8,151     6,848  
12/6/01   Distribution $0.14           6.010     28     8,969     8,193  
12/6/02   Distribution $0.09           5.640     19     7,844     6,956  
12/8/03   Distribution $0.62           8.250     94     12,105     11,406  
2004   Annual distribution total $1.74           9.325     259     15,639     16,794  
5/6/05   Rights offering     2,669     8.340     320              
2005   Annual distribution total $1.21           9.470     249     21,208     20,709  
2006   Annual distribution total $1.57           9.860     357     24,668     27,020  
2007   Annual distribution total $2.01           9.159     573              

12/31/07       $ 7,044           3,103   $ 27,679   $ 27,834  

*   Beginning with the 1997 (RVT), 2002 (RMT) and 2004 (FUND) distributions, the purchase price of distributions is a weighted average of the distribution reinvestment
    prices for the year.
**   Other than for initial purchase, values are stated as of December 31 of the year indicated, after reinvestment of distributions.

18  |   2007 Annual Report to Stockholders



Distribution Reinvestment and Cash Purchase Options


Why should I reinvest my distributions?
By reinvesting distributions, a stockholder can maintain an undiluted investment in the Fund. The regular reinvestment of distributions has a significant impact on stockholder returns. In contrast, the stockholder who takes distributions in cash is penalized when shares are issued below net asset value to other stockholders.
 
How does the reinvestment of distributions from the Royce closed-end funds work?
The Funds automatically issue shares in payment of distributions unless you indicate otherwise. The shares are generally issued at the lower of the market price or net asset value on the valuation date.
 
How does this apply to registered stockholders?
If your shares are registered directly with a Fund, your distributions are automatically reinvested unless you have otherwise instructed the Funds’ transfer agent, Computershare, in writing. A registered stockholder also has the option to receive the distribution in the form of a stock certificate or in cash if Computershare is properly notified.
 
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 Fund shares with Computershare for safekeeping. The Funds’ investment adviser is absorbing all commissions on optional cash purchases under the Plans through December 31, 2008.
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 other stock certificates held by them to Computershare to be held in non-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 fee plus brokerage commissions from the sale transaction. 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 43010, Providence, RI 02940-3010, telephone (800) 426-5523.

2007 Annual Report to Stockholders   |  19



Royce Value Trust



 
Schedule of Investments
 

    SHARES   VALUE  
COMMON STOCKS – 113.4%            
             
Consumer Products – 4.9%            
Apparel, Shoes and Accessories - 1.8%            

Brown Shoe Company

  15,600   $ 236,652  

Kenneth Cole Productions Cl. A

  35,000     612,150  

Columbia Sportswear

  34,600     1,525,514  

Delta Apparel b

  580,760     4,152,434  

Jos. A. Bank Clothiers a,c

  5,800     165,010  

K-Swiss Cl. A

  110,000     1,991,000  

Lazare Kaplan International a

  103,600     842,268  

Polo Ralph Lauren Cl. A

  12,500     772,375  

Quiksilver a,c

  19,000     163,020  

Skechers U.S.A. Cl. A a,c

  5,500     107,305  

Tandy Brands Accessories

  13,200     128,700  

Timberland Company Cl. A a,c

  5,000     90,400  

Tod’s

  30,000     2,091,909  

Warnaco Group (The) a,c

  4,900     170,520  

Weyco Group

  307,992     8,469,780  
       
          21,519,037  
       
Collectibles - 0.6%            

Leapfrog Enterprises Cl. A a,c

  175,000     1,177,750  

RC2 Corporation a

  132,600     3,722,082  

Russ Berrie & Company a

  124,300     2,033,548  
       
          6,933,380  
       
Food/Beverage/Tobacco - 0.2%            

Hain Celestial Group a,c

  37,800     1,209,600  

Hershey Creamery

  709     1,471,175  
       
          2,680,775  
       
Health, Beauty and Nutrition - 0.1%            

NutriSystem a,c

  5,000     134,900  

Sally Beauty Holdings a,c

  194,600     1,761,130  
       
          1,896,030  
       
Home Furnishing and Appliances - 1.5%            

Aaron Rents

  4,500     86,580  

DTS a,c

  64,100     1,639,037  

Ekornes

  110,000     1,933,701  

Ethan Allen Interiors

  50,800     1,447,800  

Hunter Douglas

  23,300     1,718,519  

Kimball International Cl. B

  286,180     3,920,666  

La-Z-Boy c

  68,200     540,826  

Lewis Group

  425,000     2,849,445  

Rational

  14,900     3,048,318  

Universal Electronics a,c

  10,000     334,400  
       
          17,519,292  
       
Household Products/Wares - 0.1%            

Blyth

  14,700     322,518  
       
Sports and Recreation - 0.6%            

Beneteau

  100,000     2,547,785  

Coachmen Industries c

  47,700     283,815  

Monaco Coach

  166,650     1,479,852  

Sturm, Ruger & Company a

  272,900     2,259,612  

Thor Industries

  26,100     992,061  
       
          7,563,125  
       
Total (Cost $49,543,275)         58,434,157  
       
Consumer Services – 3.7%            
Direct Marketing - 0.1%            

Takkt

  115,000     1,998,743  
       
    SHARES   VALUE  
Leisure and Entertainment - 0.1%            

Shuffle Master a,c

  15,000   $ 179,850  
       
Media and Broadcasting - 0.1%            

Cox Radio Cl. A a,c

  23,000     279,450  

Discovery Holding Company Cl. B a,c

  36,600     931,470  
       
          1,210,920  
       
Online Commerce - 0.1%            

FTD Group

  55,000     708,400  
       
Restaurants and Lodgings - 0.9%            

Benihana Cl. A a,c

  6,600     84,150  

CEC Entertainment a,c

  184,300     4,784,428  

Jamba a,c

  18,600     68,820  

Krispy Kreme Doughnuts a,c

  26,400     83,424  

Morgans Hotel Group a,c

  90,000     1,735,200  

Steak n Shake a

  198,000     2,158,200  

Tim Hortons

  65,000     2,400,450  
       
          11,314,672  
       
Retail Stores - 2.3%            

America’s Car-Mart a,c

  95,400     1,197,270  

BJ’s Wholesale Club a,c

  4,300     145,469  

Blockbuster Cl. A a,c

  27,000     105,300  

Build-A-Bear Workshop a,c

  10,000     139,500  

Bulgari

  300,000     4,174,010  

CarMax a,c

  50,000     987,500  

Charlotte Russe Holding a

  8,100     130,815  

Children’s Place Retail Stores a

  13,670     354,463  

DSW Cl. A a,c

  8,700     163,212  

Dress Barn (The) a,c

  287,280     3,593,873  

Fielmann

  27,533     1,808,645  

Fred’s Cl. A

  50,000     481,500  

Gander Mountain a,c

  53,300     262,769  

Gymboree Corporation a,c

  5,300     161,438  

Hot Topic a,c

  29,000     168,780  

99 Cents Only Stores a,c

  95,000     756,200  

Pier 1 Imports a,c

  1,000,000     5,230,000  

Stein Mart

  182,800     866,472  

Tiffany & Co.

  125,000     5,753,750  

Urban Outfitters a,c

  27,000     736,020  

West Marine a

  131,100     1,177,278  

Wet Seal (The) Cl. A a,c

  162,000     377,460  
       
          28,771,724  
       
Other Consumer Services - 0.1%            

Knot (The) a,c

  15,000     239,100  
       
Total (Cost $44,883,463)         44,423,409  
       
Diversified Investment Companies – 0.2%            
Closed-End Funds - 0.2%            

Central Fund of Canada Cl. A

  181,500     1,967,460  
       
Total (Cost $1,297,400)         1,967,460  
       
Financial Intermediaries – 11.7%            
Banking - 4.4%            

Ameriana Bancorp

  40,000     343,200  

BB Holdings a

  289,400     1,382,312  

BOK Financial

  164,227     8,490,536  

Banca Finnat Euramerica

  210,630     268,762  

Bank of N.T. Butterfield & Son

  371,250     6,775,313  

Bank Sarasin & Cie Cl. B

  125     589,217  

20  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



December 31, 2007



 
 
 

    SHARES   VALUE  
Financial Intermediaries (continued)            
Banking (continued)            

Banque Privee Edmond de Rothschild

  17   $ 653,364  

CFS Bancorp

  265,000     3,879,600  

Cadence Financial

  40,300     587,977  

Commercial National Financial

  54,900     1,033,218  

Farmers & Merchants Bank of Long Beach

  1,266     8,355,600  

Hawthorn Bancshares

  44,400     1,110,000  

Heritage Financial

  12,915     257,008  

HopFed Bancorp

  112,500     1,658,250  

Jefferson Bancshares

  32,226     325,483  

Mechanics Bank

  200     3,610,000  

Nexity Financial a,c

  147,599     980,057  

Old Point Financial

  25,000     508,750  

Timberland Bancorp b

  469,200     5,714,856  

Tompkins Financial

  17,545     680,746  

Vontobel Holding

  12,000     581,341  

W Holding Company

  935,400     1,131,834  

Whitney Holding

  40,500     1,059,075  

Wilber Corporation

  103,900     909,125  

Wilmington Trust

  31,000     1,091,200  

Yadkin Valley Financial

  3,800     58,026  
       
          52,034,850  
       
Insurance - 3.8%            

Alleghany Corporation a

  15,318     6,157,836  

Aspen Insurance Holdings

  64,000     1,845,760  

Erie Indemnity Cl. A

  139,900     7,259,411  

Greenlight Capital Re Cl. A a,c

  80,500     1,673,595  

IPC Holdings

  27,000     779,490  

Leucadia National

  44,940     2,116,674  

MBIA

  69,200     1,289,196  

Markel Corporation a

  7,200     3,535,920  

Montpelier Re Holdings

  66,000     1,122,660  

NYMAGIC

  85,200     1,970,676  

ProAssurance Corporation a,c

  38,070     2,090,804  

RLI

  99,724     5,663,326  

Security Capital Assurance

  30,000     116,700  

Stewart Information Services

  103,800     2,708,142  

Wesco Financial

  4,750     1,933,250  

White Mountains Insurance Group

  9,000     4,626,450  

Zenith National Insurance

  2,000     89,460  
       
          44,979,350  
       
Real Estate Investment Trusts - 0.1%            

Gladstone Commercial

  34,700     608,638  
       
Securities Brokers - 2.2%            

Broadpoint Securities Group a,c

  200,100     236,118  

Cowen Group a,c

  32,000     304,320  

Duff & Phelps Cl. A a,c

  5,000     98,400  

DundeeWealth

  33,300     606,988  

E*TRADE Financial a,c

  75,000     266,250  

FBR Capital Markets a,c

  290,600     2,783,948  

HQ AB

  24,000     638,989  

Interactive Brokers Group Cl. A a,c

  79,400     2,566,208  

Investment Technology Group a,c

  30,400     1,446,736  

KBW a,c

  50,000     1,279,500  

Knight Capital Group Cl. A a,c

  229,700     3,307,680  

LaBranche & Co a

  137,000     690,480  

Lazard Cl. A

  176,700     7,188,156  
    SHARES   VALUE  

optionsXpress Holdings

  53,000   $ 1,792,460  

Phatra Securities

  575,000     583,832  

Piper Jaffray a,c

  10,000     463,200  

Shinko Securities

  464,300     1,924,747  
       
          26,178,012  
       
Other Financial Intermediaries - 1.2%            

AP Alternative Assets L.P.

  298,600     4,463,068  

KKR Financial

  401,404     5,639,726  

KKR Private Equity Investors LLP

  105,000     1,910,503  

Kohlberg Capital

  179,900     2,158,800  
       
          14,172,097  
       
Total (Cost $111,770,228)         137,972,947  
       
Financial Services – 13.7%            
Diversified Financial Services - 1.3%            

AmeriCredit Corporation a,c

  18,870     241,347  

Centerline Holding Company

  59,600     454,152  

Close Brothers Group

  15,000     281,921  

CompuCredit Corporation a,c

  12,200     121,756  

Encore Capital Group a

  30,000     290,400  

FCStone Group a

  950     43,728  

MarketAxess Holdings a

  67,000     859,610  

MoneyGram International

  387,300     5,952,801  

Municipal Mortgage & Equity

  40,300     598,052  

Ocwen Financial a,c

  173,600     961,744  

Portfolio Recovery Associates

  69,100     2,741,197  

World Acceptance a,c

  121,700     3,283,466  
       
          15,830,174  
       
Information and Processing - 1.8%            

Deluxe Corporation

  3,500     115,115  

FactSet Research Systems

  35,350     1,968,995  

Global Payments

  68,500     3,186,620  

Interactive Data

  134,300     4,433,243  

MSCI Cl. A a,c

  55,000     2,112,000  

PRG-Schultz International a,c

  14,420     123,579  

SEI Investments

  282,400     9,084,808  
       
          21,024,360  
       
Insurance Brokers - 1.3%            

Brown & Brown

  115,000     2,702,500  

Crawford & Company Cl. A a

  289,200     1,012,200  

Crawford & Company Cl. B a

  162,300     673,545  

eHealth a

  25,000     802,750  

Enstar Group a,c

  7,000     856,940  

Gallagher (Arthur J.) & Co.

  111,200     2,689,928  

Hilb Rogal & Hobbs

  155,050     6,290,379  

National Financial Partners

  22,000     1,003,420  
       
          16,031,662  
       
Investment Management - 8.7%            

Aberdeen Asset Management

  855,000     2,850,593  

ADDENDA Capital

  150,900     3,440,144  

Affiliated Managers Group a,c

  15,600     1,832,376  

AllianceBernstein Holding L.P.

  333,100     25,065,775  

Anima

  700,000     2,172,692  

Ashmore Group

  80,000     424,532  

Australian Wealth Management

  231,000     508,802  

Azimut Holding

  40,000     512,870  

BKF Capital Group a,c

  227,050     504,051  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  21



Royce Value Trust



 
Schedule of Investments
 
    SHARES   VALUE  
Financial Services (continued)            
Investment Management (continued)            

Calamos Asset Management Cl. A

  45,000   $ 1,340,100  

Candover Investments

  21,000     744,702  

CapMan Cl. B

  550,000     2,607,310  

Coronation Fund Managers

  250,000     297,436  

Deutsche Beteiligungs

  90,000     2,815,084  

Eaton Vance

  150,200     6,820,582  

Equity Trustees

  19,392     536,693  

Evercore Partners Cl. A

  283,100     6,100,805  

F&C Asset Management

  150,000     571,697  

Federated Investors Cl. B

  161,900     6,663,804  

Fiducian Portfolio Services

  150,000     363,039  

GAMCO Investors Cl. A

  158,600     10,975,120  

GP Investments BDR

  85,000     3,824,908  

Gimv

  12,200     829,317  

Highbury Financial a,c

  333,350     1,500,075  

JAFCO

  37,300     1,221,810  

MVC Capital

  473,200     7,637,448  

New Star Asset Management Group

  93,000     327,155  

Onex Corporation

  50,000     1,772,633  

Perpetual

  10,000     582,339  

RHJ International a

  177,500     2,899,795  

Rathbone Brothers

  24,500     510,301  

SPARX Group

  6,900     3,281,794  

Schroders

  21,000     540,357  

Trust Company

  55,000     564,806  
       
          102,640,945  
       
Specialty Finance - 0.6%            

Credit Acceptance a,c

  216,601     4,477,143  

MCG Capital

  138,000     1,599,420  

NGP Capital Resources

  50,000     781,500  
       
          6,858,063  
       
Total (Cost $131,055,254)         162,385,204  
       
Health – 7.6%            
Commercial Services - 1.3%            

PAREXEL International a,c

  313,700     15,151,710  
       
Drugs and Biotech - 2.0%            

Adolor Corporation a,c

  172,000     791,200  

Affymetrix a,c

  10,000     231,400  

Biovail Corporation

  41,200     554,552  

Endo Pharmaceuticals Holdings a,c

  155,000     4,133,850  

Gene Logic a,c

  589,900     483,718  

Genitope Corporation a,c

  150,000     111,000  

Human Genome Sciences a,c

  90,000     939,600  

K-V Pharmaceutical Cl. A a,c

  51,500     1,469,810  

Medicines Company (The) a,c

  20,000     383,200  

Millennium Pharmaceuticals a,c

  100,000     1,498,000  

Mylan Laboratories c

  52,200     733,932  

Myriad Genetics a,c

  50,000     2,321,000  

Origin Agritech a

  28,600     189,046  

Perrigo Company

  191,950     6,720,170  

Pharmacyclics a,c

  383,000     555,350  

Pharmanet Development Group a,c

  10,000     392,100  

QLT a

  114,070     504,189  

Sinovac Biotech a,c

  27,200     139,264  

Sunesis Pharmaceuticals a,c

  582,000     1,146,540  

VIVUS a,c

  163,300     845,894  
       
          24,143,815  
       
    SHARES   VALUE  
Health Services - 1.1%            

Albany Molecular Research a

  85,000   $ 1,222,300  

Cross Country Healthcare a

  30,000     427,200  

Eclipsys Corporation a,c

  20,000     506,200  

Gentiva Health Services a

  30,150     574,056  

HMS Holdings a,c

  50,000     1,660,500  

Lincare Holdings a

  52,562     1,848,080  

MedQuist a

  73,893     694,594  

On Assignment a,c

  375,400     2,631,554  

Paramount Acquisition (Units) a

  280,000     2,142,000  

Res-Care a,c

  65,460     1,646,974  
       
          13,353,458  
       
Medical Products and Devices - 3.0%            

Allied Healthcare Products a,c

  201,112     1,458,062  

ArthroCare Corporation a,c

  10,000     480,500  

Atrion Corporation

  15,750     2,008,125  

Bruker BioSciences a

  370,200     4,923,660  

Coloplast Cl. B

  17,000     1,459,196  

CONMED Corporation a,c

  81,500     1,883,465  

Golden Meditech

  113,600     50,339  

IDEXX Laboratories a

  158,000     9,263,540  

Invacare Corporation

  103,100     2,598,120  

STERIS Corporation

  98,600     2,843,624  

Urologix a,c

  445,500     516,780  

Waters Corporation a

  75,990     6,008,529  

Young Innovations

  62,550     1,495,571  

Zoll Medical a,c

  40,400     1,079,488  
       
          36,068,999  
       
Personal Care - 0.2%            

Nutraceutical International a

  22,800     302,100  

USANA Health Sciences a,c

  38,900     1,442,412  
       
          1,744,512  
       
Total (Cost $54,659,716)         90,462,494  
       
             
Industrial Products – 19.3%            

Automotive - 1.6%

           

Copart a,c

  158,100     6,727,155  

ElringKlinger

  20,000     2,485,463  

Fuel Systems Solutions a,c

  22,500     321,525  

International Textile Group a

  85,000     255,000  

LKQ Corporation a,c

  375,000     7,882,500  

Quantam Fuel Systems

           

Technologies Worldwide a,c

  15,500     7,440  

SORL Auto Parts a,c

  26,700     195,444  

Superior Industries International

  52,000     944,840  
       
          18,819,367  
       
Building Systems and Components - 1.3%            

Armstrong World Industries a,c

  4,100     164,451  

Decker Manufacturing

  6,022     207,759  

Heywood Williams Group a

  958,837     873,550  

NCI Building Systems a

  10,000     287,900  

Preformed Line Products

  91,600     5,450,200  

Simpson Manufacturing

  250,800     6,668,772  

Somfy

  6,000     1,756,197  
       
          15,408,829  
       
Construction Materials - 1.5%            

Ash Grove Cement Cl. B

  50,518     12,680,018  

Duratex

  61,000     1,476,542  

Nice

  200,000     1,066,144  

22  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



December 31, 2007



 
 
 

    SHARES   VALUE  
Industrial Products (continued)            
Construction Materials (continued)            

Pretoria Portland Cement Company

  300,000   $ 1,916,049  

USG Corporation a,c

  25,000     894,750  
       
          18,033,503  
       
Industrial Components - 1.4%            

Barnes Group

  20,000     667,800  

CLARCOR

  83,500     3,170,495  

Donaldson Company

  92,800     4,304,064  

GrafTech International a,c

  64,790     1,150,022  

PerkinElmer

  135,000     3,512,700  

Powell Industries a

  92,400     4,072,068  

II-VI a

  13,500     412,425  
       
          17,289,574  
       
Machinery - 6.8%            

Astec Industries a

  3,900     145,041  

Baldor Electric

  62,900     2,117,214  

Bell Equipment

  160,000     1,236,260  

Burnham Holdings Cl. B

  36,000     520,200  

Coherent a,c

  243,500     6,104,545  

Diebold

  73,600     2,132,928  

Exco Technologies

  91,000     363,281  

Federal Signal

  58,600     657,492  

Franklin Electric

  104,800     4,010,696  

Graco

  106,825     3,980,299  

Hardinge

  26,193     439,519  

Haulotte Group

  20,000     593,769  

IDEX Corporation

  54,000     1,951,020  

Intermec a,c

  23,000     467,130  

Lincoln Electric Holdings

  188,680     13,430,242  

Manitou BF

  65,000     2,972,798  

Mueller Water Products Cl. A

  72,500     690,200  

Nordson Corporation

  172,200     9,980,712  

OSG Corporation

  20,000     218,780  

Pfeiffer Vacuum Technology

  49,000     3,925,300  

Rofin-Sinar Technologies a,c

  256,000     12,316,160  

Takatori Corporation

  40,000     188,640  

Vacon

  50,000     2,026,232  

Williams Controls a,c

  37,499     641,608  

Woodward Governor

  144,800     9,839,160  
       
          80,949,226  
       
Metal Fabrication and Distribution - 1.7%            

Commercial Metals

  36,600     1,077,870  

CompX International Cl. A

  292,300     4,273,426  

Gerdau Ameristeel

  61,100     868,842  

Kaydon Corporation

  150,800     8,224,632  

Metal Management

  3,500     159,355  

NN

  197,100     1,856,682  

RBC Bearings a,c

  45,000     1,955,700  

Reliance Steel & Aluminum

  25,920     1,404,864  

Sims Group

  860     20,155  
       
          19,841,526  
       
Miscellaneous Manufacturing - 3.0%            

Brady Corporation Cl. A

  228,400     8,014,556  

Matthews International Cl. A

  100,000     4,687,000  

Mettler-Toledo International a,c

  28,700     3,266,060  

Myers Industries

  30,499     441,321  

Peerless Manufacturing a

  252,600     10,404,594  
    SHARES   VALUE  

Raven Industries

  86,200   $ 3,309,218  

Semperit AG Holding

  46,275     1,688,800  

Solar Integrated Technologies a

  75,000     149,279  

Synalloy Corporation

  198,800     3,417,372  
       
          35,378,200  
       
Paper and Packaging - 0.5%            

Guala Closures

  300,000     1,811,654  

Mayr-Melnhof Karton

  36,000     3,892,304  

Peak International a

  408,400     906,648  
       
          6,610,606  
       
Specialty Chemicals and Materials - 1.3%            

Aceto Corporation

  119,710     957,680  

American Vanguard

  26,666     462,655  

Cabot Corporation

  207,500     6,918,050  

Calgon Carbon a,c

  6,400     101,696  

Fuel Tech a,c

  10,000     226,500  

Hawkins

  206,878     3,103,170  

Lydall a

  35,500     373,460  

Schulman (A.)

  143,100     3,083,805  

Sensient Technologies

  22,000     622,160  

Spartech Corporation

  5,000     70,500  
       
          15,919,676  
       
Textiles - 0.1%            

Unifi a

  145,100     351,142  
       
Other Industrial Products - 0.1%            

Distributed Energy Systems a

  32,000     12,800  
       
Total (Cost $118,482,732)         228,614,449  
       
Industrial Services – 15.2%            
Advertising and Publishing - 1.5%            

Focus Media Holding ADR a,c

  71,900     4,084,639  

Interpublic Group of Companies a,c

  510,000     4,136,100  

Lamar Advertising Cl. A

  38,000     1,826,660  

MDC Partners Cl. A a,c

  60,000     584,400  

Scholastic Corporation a,c

  130,000     4,535,700  

ValueClick a,c

  45,000     985,500  

Voyager Learning a,c

  150,000     1,050,000  
       
          17,202,999  
       
Commercial Services - 5.7%            

Allied Waste Industries a

  188,800     2,080,576  

Anacomp Cl. A a

  24,000     56,400  

Animal Health International a,c

  30,000     369,000  

Canadian Solar a,c

  50,000     1,407,500  

ChinaCast Education a,c

  5,000     34,200  

Convergys Corporation a,c

  121,000     1,991,660  

Corinthian Colleges a,c

  106,500     1,640,100  

Diamond Management &

           

Technology Consultants

  80,400     584,508  

First Advantage Cl. A a,c

  5,000     82,350  

Forrester Research a

  40,300     1,129,206  

Headwaters a,c

  13,100     153,794  

Hewitt Associates Cl. A a

  208,720     7,991,889  

ITT Educational Services a

  72,000     6,139,440  

Iron Mountain a,c

  234,262     8,672,379  

Landauer

  117,900     6,113,115  

Learning Tree International a

  53,400     1,226,064  

MPS Group a

  564,600     6,176,724  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  23



Royce Value Trust


 
Schedule of Investments
 

    SHARES   VALUE  
Industrial Services (continued)            
Commercial Services (continued)            

MAXIMUS

  127,900   $ 4,938,219  

Monster Worldwide a

  24,800     803,520  

New Horizons Worldwide a

  228,600     365,760  

Sotheby’s

  367,200     13,990,320  

Spherion Corporation a,c

  53,000     385,840  

Steiner Leisure a,c

  2,100     92,736  

TRC Companies a

  3,600     28,800  

TeleTech Holdings a,c

  8,200     174,414  

Travelcenters of America a,c

  2,500     31,250  

Viad Corporation

  9,025     285,010  

Wright Express a,c

  30,000     1,064,700  
       
          68,009,474  
       
Engineering and Construction - 1.6%            

Boskalis Westminster

  40,000     2,429,948  

Comstock Homebuilding Cl. A a,c

  15,000     9,900  

Desarrolladora Homex SAB de CV a,c

  9,800     484,610  

Dycom Industries a,c

  35,500     946,075  

EMCOR Group a,c

  6,500     153,595  

Fleetwood Enterprises a

  234,300     1,401,114  

Insituform Technologies Cl. A a,c

  137,000     2,027,600  

Integrated Electrical Services a,c

  340,400     6,396,116  

KBR a

  140,000     5,432,000  
       
          19,280,958  
       
Food and Tobacco Processors - 0.4%            

Astral Foods

  10,000     222,251  

MGP Ingredients

  127,400     1,200,108  

Performance Food Group a,c

  10,000     268,700  

Seneca Foods Cl. A a,c

  80,000     1,900,000  

Seneca Foods Cl. B a,c

  13,251     293,642  
       
          3,884,701  
       
Industrial Distribution - 2.6%            

Central Steel & Wire

  6,062     3,788,750  

MSC Industrial Direct Cl. A

  74,300     3,006,921  

Manutan International

  6,445     546,249  

Ritchie Bros. Auctioneers

  286,400     23,685,280  
       
          31,027,200  
       
Printing - 0.1%            

Bowne & Co.

  68,100     1,198,560  
       
Transportation and Logistics - 3.3%            

Alexander & Baldwin

  60,000     3,099,600  

American Commercial Lines a,c

  9,900     160,776  

Atlas Air Worldwide Holdings a,c

  20,100     1,089,822  

C. H. Robinson Worldwide

  80,000     4,329,600  

Forward Air

  269,750     8,408,107  

Frozen Food Express Industries

  286,635     1,691,146  

Global Oceanic Carriers a

  10,000     22,582  

Hub Group Cl. A a,c

  174,400     4,635,552  

Landstar System

  96,200     4,054,830  

Patriot Transportation Holding a

  80,300     7,406,069  

UTI Worldwide

  112,900     2,212,840  

Universal Truckload Services a

  115,100     2,205,316  
       
          39,316,240  
       
Total (Cost $103,117,245)         179,920,132  
       
    SHARES   VALUE  
Natural Resources – 9.9%            
Energy Services - 5.1%            

Atwood Oceanics a,c

  29,400   $ 2,947,056  

Cal Dive International a,c

  50,000     662,000  

Carbo Ceramics

  155,200     5,773,440  

Core Laboratories a,c

  10,000     1,247,200  

Ensign Energy Services

  126,300     1,951,543  

Environmental Power a,c

  326,000     1,489,820  

Exterran Holdings a,c

  157,500     12,883,500  

Global Industries a

  54,500     1,167,390  

Helix Energy Solutions Group a,c

  34,226     1,420,379  

Helmerich & Payne

  80,600     3,229,642  

ION Geophysical a,c

  464,500     7,329,810  

National Fuel Gas

  32,500     1,517,100  

Particle Drilling Technologies a

  61,500     158,670  

Pioneer Drilling a

  6,000     71,280  

SEACOR Holdings a,c

  147,000     13,632,780  

Superior Offshore International a,c

  10,000     50,200  

TETRA Technologies a,c

  68,000     1,058,760  

Trico Marine Services a,c

  3,600     133,272  

Willbros Group a,c

  103,800     3,974,502  
       
          60,698,344  
       
Oil and Gas - 1.1%            

Bill Barrett a

  50,000     2,093,500  

Carrizo Oil & Gas a,c

  41,700     2,283,075  

Cimarex Energy

  145,490     6,187,690  

Falcon Oil & Gas a

  360,000     125,842  

Penn Virginia

  32,880     1,434,554  

PetroCorp a,d

  61,400     0  

PetroQuest Energy a,c

  5,000     71,500  

Storm Cat Energy a,c

  330,800     241,484  

W&T Offshore

  25,000     749,000  
       
          13,186,645  
       
Precious Metals and Mining - 2.5%            

Agnico-Eagle Mines

  34,000     1,857,420  

Centerra Gold a

  30,000     382,086  

Etruscan Resources a

  745,900     1,677,793  

Gammon Gold a,c

  198,300     1,588,383  

Golden Star Resources a,c

  175,000     553,000  

Hecla Mining a

  490,500     4,586,175  

IAMGOLD Corporation

  335,620     2,718,522  

International Coal Group a,c

  189,000     1,013,040  

Ivanhoe Mines a,c

  140,000     1,502,200  

Kinross Gold a,c

  110,286     2,029,262  

Metorex a

  650,000     2,065,541  

Northam Platinum

  500,000     2,928,081  

Northgate Minerals a

  100,000     303,000  

NovaGold Resources a

  40,000     326,400  

Pan American Silver a,c

  41,000     1,432,130  

Randgold Resources ADR

  53,000     1,967,890  

Royal Gold

  34,400     1,049,888  

Yamana Gold

  171,635     2,220,957  
       
          30,201,768  
       
Real Estate - 1.2%            

Alico

  27,000     985,500  

Consolidated-Tomoka Land

  13,564     850,192  

PICO Holdings a,c

  75,200     2,528,224  

24  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



December 31, 2007



 
 
 

    SHARES   VALUE  
Natural Resources (continued)            
Real Estate (continued)            

The St. Joe Company c

  180,100   $ 6,395,351  

Tejon Ranch Company a,c

  70,000     2,859,500  
       
          13,618,767  
       
Total (Cost $68,303,929)         117,705,524  
       
             
Technology – 23.3%            
Aerospace and Defense - 0.9%            

AerCap Holdings a,c

  45,000     939,150  

Aerovironment a

  2,400     58,080  

Astronics Corporation a

  52,400     2,227,000  

Axsys Technologies a,c

  10,000     366,500  

Ducommun a

  117,200     4,453,600  

Hexcel Corporation a,c

  47,500     1,153,300  

Integral Systems

  39,876     927,516  
       
          10,125,146  
       
Components and Systems - 5.8%            

Analogic Corporation

  40,135     2,717,942  

Belden

  57,800     2,572,100  

Benchmark Electronics a,c

  208,200     3,691,386  

Checkpoint Systems a

  56,060     1,456,439  

China Security & Surveillance Technology a,c

  2,000     43,680  

Dionex Corporation a

  81,000     6,711,660  

Electronics for Imaging a,c

  25,000     562,000  

Energy Conversion Devices a,c

  105,500     3,550,075  

Excel Technology a,c

  168,500     4,566,350  

Hutchinson Technology a,c

  47,500     1,250,200  

Imation Corporation

  15,700     329,700  

InFocus Corporation a

  228,100     415,142  

KEMET Corporation a

  95,600     633,828  

Methode Electronics

  50,000     822,000  

Nam Tai Electronics

  16,500     185,955  

Newport Corporation a,c

  592,200     7,574,238  

On Track Innovations a,c

  40,000     144,000  

Perceptron a,c

  397,400     4,200,518  

Plexus Corporation a

  325,700     8,552,882  

Radiant Systems a,c

  32,500     559,975  

Richardson Electronics

  116,700     818,067  

Smart Modular Technologies (WWH) a,c

  13,200     134,376  

TTM Technologies a,c

  221,400     2,581,524  

Technitrol

  311,200     8,894,096  

Teradata Corporation a,c

  35,000     959,350  

Vishay Intertechnology a,c

  186,000     2,122,260  

Zebra Technologies Cl. A a

  76,525     2,655,418  
       
          68,705,161  
       
Distribution - 0.8%            

Agilysys

  165,125     2,496,690  

Anixter International a

  61,795     3,847,975  

Tech Data a,c

  86,500     3,262,780  
       
          9,607,445  
       
Internet Software and Services - 1.3%            

Arbinet-thexchange a,c

  87,200     527,560  

CDC Corporation Cl. A a,c

  12,000     58,440  

CMGI a,c

  173,500     2,271,115  

CNET Networks a,c

  155,400     1,420,356  

CryptoLogic

  68,500     1,202,175  
    SHARES   VALUE  

CyberSource Corporation a,c

  10,000   $ 177,700  

EarthLink a,c

  55,200     390,264  

Internap Network Services a,c

  144,890     1,206,934  

iPass a,c

  268,400     1,089,704  

j2 Global Communications a,c

  43,420     919,201  

Jupitermedia Corporation a,c

  525,000     2,005,500  

Kongzhong Corporation ADR a,c

  8,300     50,547  

Lionbridge Technologies a

  37,500     133,125  

Perficient a,c

  10,000     157,400  

RealNetworks a,c

  256,900     1,564,521  

SkyTerra Communications a

  62,200     422,960  

Stamps.com a

  12,400     151,032  

SupportSoft a

  220,000     979,000  

VeriSign a,c

  24,800     932,728  
       
          15,660,262  
       
IT Services - 3.2%            

Alten a

  64,000     2,444,611  

answerthink a

  655,000     3,170,200  

BearingPoint a,c

  529,100     1,497,353  

Black Box

  47,000     1,699,990  

CACI International Cl. A a,c

  10,000     447,700  

CIBER a

  10,000     61,100  

Cogent Communications Group a,c

  204,200     4,841,582  

Computer Task Group a,c

  101,100     559,083  

Gartner a

  213,000     3,740,280  

Metavante Technologies a,c

  20,000     466,400  

Perot Systems Cl. A a,c

  165,100     2,228,850  

Sapient Corporation a,c

  806,602     7,106,164  

Syntel

  152,679     5,881,195  

TriZetto Group (The) a,c

  219,800     3,817,926  

Yucheng Technologies a,c

  25,900     336,441  
       
          38,298,875  
       
Semiconductors and Equipment - 4.6%            

Actions Semiconductor ADR a,c

  42,200     172,176  

Advanced Energy Industries a

  19,500     255,060  

Applied Micro Circuits a,c

  8,975     78,441  

Axcelis Technologies a

  135,000     621,000  

BE Semiconductor Industries a,c

  58,000     313,200  

Brooks Automation a

  15,152     200,158  

CEVA a

  31,666     385,375  

Cabot Microelectronics a

  131,200     4,711,392  

Cognex Corporation

  236,200     4,759,430  

DSP Group a,c

  115,000     1,403,000  

Diodes a

  297,450     8,944,321  

Dolby Laboratories Cl. A a

  173,900     8,646,308  

Exar Corporation a,c

  232,576     1,853,631  

Fairchild Semiconductor International a

  51,200     738,816  

Himax Technologies ADR

  121,000     516,670  

Image Sensing Systems a,c

  8,310     144,428  

Integrated Device Technology a,c

  23,900     270,309  

International Rectifier a,c

  120,000     4,076,400  

Intevac a,c

  57,450     835,323  

Jazz Technologies (Units) a

  805,000     1,408,750  

Kulicke & Soffa Industries a

  105,800     725,788  

Maxwell Technologies a

  21,500     177,805  

Micrel

  7,600     64,220  

Novellus Systems a,c

  12,000     330,840  

ON Semiconducter a,c

  19,200     170,496  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  25



Royce Value Trust


 
Schedule of Investments
 

    SHARES   VALUE  
Technology (continued)            
Semiconductors and Equipment (continued)            

Pericom Semiconductor a,c

  58,000   $ 1,084,600  

Power Integrations a,c

  49,000     1,687,070  

Sanmina-SCI Corporation a,c

  200,000     364,000  

Semitool a

  50,000     434,000  

Staktek Holdings a

  184,700     356,471  

Tessera Technologies a,c

  7,900     328,640  

Trident Microsystems a,c

  17,300     113,488  

TriQuint Semiconductor a,c

  27,900     184,977  

Vaisala Cl. A

  90,000     4,676,314  

Veeco Instruments a,c

  65,000     1,085,500  

Vimicro International ADR a,c

  270,000     1,015,200  

Virage Logic a

  100,000     835,000  
       
          53,968,597  
       
Software - 4.2%            

ACI Worldwide a

  233,150     4,439,176  

ANSYS a,c

  100,000     4,146,000  

Advent Software a,c

  244,300     13,216,630  

Aspen Technology a

  27,100     439,562  

Avid Technology a,c

  71,000     2,012,140  

BEA Systems a,c

  65,610     1,035,326  

Borland Software a,c

  280,000     842,800  

Datasul

  150,000     1,586,811  

Epicor Software a,c

  79,900     941,222  

JDA Software Group a,c

  99,900     2,043,954  

MSC.Software a,c

  50,000     649,500  

ManTech International Cl. A a,c

  119,400     5,232,108  

Net 1 UEPS Technologies a,c

  50,000     1,468,000  

Pegasystems

  25,000     298,250  

PLATO Learning a

  149,642     594,079  

Progress Software a,c

  30,500     1,027,240  

Renaissance Learning

  15,000     210,000  

SPSS a

  179,600     6,449,436  

Sybase a,c

  82,600     2,155,034  

THQ a,c

  25,800     727,302  

Verint Systems a,c

  40,000     782,000  
       
          50,296,570  
       
Telecommunications - 2.5%            

ADTRAN

  65,000     1,389,700  

Adaptec a,c

  2,584,100     8,734,258  

Arris Group a,c

  27,600     275,448  

Catapult Communications a

  87,100     657,605  

China GrenTech ADR a,c

  3,700     32,708  

Comtech Group a,c

  3,500     56,385  

Covad Communications Group a,c

  35,000     30,100  

Foundry Networks a,c

  298,600     5,231,472  

Globalstar a,c

  50,000     400,000  

Globecomm Systems a

  233,700     2,734,290  

Golden Telecom a,c

  40,000     4,038,000  

IDT Corporation

  108,400     856,360  

IDT Corporation Cl. B

  95,000     802,750  

Level 3 Communications a,c

  401,341     1,220,077  

NMS Communications a,c

  380,000     615,600  

Novatel Wireless a,c

  4,300     69,660  

Oplink Communications a,c

  3,500     53,725  

Sycamore Networks a,c

  191,000     733,440  

Tekelec a,c

  8,200     102,500  
    SHARES   VALUE  

Tollgrade Communications a,c

  20,000   $ 160,400  

UTStarcom a,c

  50,000     137,500  

Zhone Technologies a,c

  850,000     994,500  
       
          29,326,478  
       
Total (Cost $215,679,104)         275,988,534  
       
             
Utilities – 0.2%            

CH Energy Group

  44,500     1,982,030  

Southern Union

  11,576     339,871  
       
Total (Cost $2,127,413)         2,321,901  
       
             
Miscellaneous e – 3.7%            
Total (Cost $45,763,150)   5,071,856     43,453,014  
       
             
TOTAL COMMON STOCKS            

(Cost $946,682,909)

        1,343,649,225  
       
             
PREFERRED STOCKS – 0.2%            

Duratex

  45,300     992,274  

Seneca Foods Conv. a,d

  85,000     1,816,875  
       
TOTAL PREFERRED STOCKS            

(Cost $2,098,530)

        2,809,149  
       
             
    PRINCIPAL        
    AMOUNT        
CORPORATE BOND – 0.1%            

Dixie Group 7.00%

           

Conv. Sub. Deb. due 5/15/12

$ 352,000     330,880  
       

(Cost $298,162)

        330,880  
       
             
REPURCHASE AGREEMENTS – 8.0%            
State Street Bank & Trust Company,            

4.00% dated 12/31/07, due 1/2/08,

           

maturity value $24,842,519 (collateralized

           

by obligations of various U.S. Government

           

Agencies, valued at $27,965,000)

           

(Cost $24,837,000)

        24,837,000  
       
             
Lehman Brothers (Tri-Party),            

4.125% dated 12/31/07, due 1/2/08,

           

maturity value $70,016,042 (collateralized

           

by obligations of various U.S. Government

           

Agencies, valued at $71,420,955)

           

(Cost $70,000,000)

        70,000,000  
       
             
TOTAL REPURCHASE AGREEMENTS            

(Cost $94,837,000)

        94,837,000  
       
             
             
COLLATERAL RECEIVED FOR SECURITIES            

LOANED – 13.2%

           
Fannie Mae-Notes 5.20%            

due 9/18/12

  2,317     2,352  
Federal National Mortgage Association-Bonds            

3.75%-5.50%

           

due 7/25/08-2/16/12

  84,536     85,955  
Freddie Mac-Notes 6.01%            

due 4/11/17

  141,291     143,199  

26  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



December 31, 2007



 
 
 

      PRINCIPAL        
      AMOUNT   VALUE  
COLLATERAL RECEIVED FOR SECURITIES                

LOANED (continued)

               
U.S. Treasury Bonds 2.00%-12.00%                

due 8/15/13-4/15/29

    $ 47,496   $ 47,938  
U.S. Treasury Notes 0.875%-3.625%                

due 11/15/08-1/15/17

      361,382     364,001  
U.S. Treasury Strip-Principal                

due 11/15/18-11/15/21

      7,082     7,082  
Money Market Funds                

State Street Navigator Securities Lending

               

Prime Portfolio (7 day yield-4.884%)

            156,104,190  

(Cost $156,754,717)

         
              156,754,717  
           
                 
TOTAL INVESTMENTS – 134.9%                

(Cost $1,200,671,318)

            1,598,380,971  
                 
LIABILITIES LESS CASH                

AND OTHER ASSETS – (16.3)%

            (193,711,646 )
                 
PREFERRED STOCK – (18.6)%             (220,000,000 )
           
                 
NET ASSETS APPLICABLE TO                

COMMON STOCKHOLDERS – 100.0%

          $ 1,184,669,325  
           


a   Non-income producing.
b  

At December 31, 2007, 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.

c  

All or a portion of these securities were on loan at December 31, 2007. Total market value of loaned securities at December 31, 2007 was $151,159,025.

d  

Securities for which market quotations are no longer readily available represent 0.2% of net assets. These securities have been valued at their fair value under procedures established by the Fund’s Board of Directors.

e  

Includes securities first acquired in 2007 and less than 1% of net assets applicable to Common Stockholders.

  New additions in 2007.
 
   

Bold indicates the Fund’s largest 20 equity holdings in terms of December 31, 2007 market value.

     

INCOME TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,204,669,842. At December 31, 2007, net unrealized appreciation for all securities was $393,711,129, consisting of aggregate gross unrealized appreciation of $482,509,950 and aggregate gross unrealized depreciation of $88,798,821. The primary differences in 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.



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  27



Royce Value Trust December 31, 2007


Statement of Assets and Liabilities

ASSETS:        
Investments at value (including collateral on loaned securities)*        

Non-Affiliated Companies (cost $1,095,966,865)

  $ 1,493,676,681  

Affiliated Companies (cost $9,867,453)

    9,867,290  

Total investments at value     1,503,543,971  
Repurchase agreements (at cost and value)     94,837,000  
Cash and foreign currency     65,126  
Receivable for investments sold     4,525,804  
Receivable for dividends and interest     1,159,259  
Prepaid expenses and other assets     219,267  

Total Assets

    1,604,350,427  

LIABILITIES:        
Payable for collateral on loaned securities     156,754,717  
Payable for investments purchased     40,867,310  
Payable for investment advisory fee     1,501,323  
Preferred dividends accrued but not yet declared     288,445  
Accrued expenses     269,307  

Total Liabilities

    199,681,102  

PREFERRED STOCK:        
5.90% Cumulative Preferred Stock - $0.001 par value, $25 liquidation value per share; 8,800,000 shares outstanding     220,000,000  

Total Preferred Stock

    220,000,000  

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS   $ 1,184,669,325  

ANALYSIS OF NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:        
Common Stock paid-in capital - $0.001 par value per share; 60,008,412 shares outstanding (150,000,000 shares authorized)   $ 770,137,285  
Undistributed net investment income (loss)     (156,056 )
Accumulated net realized gain (loss) on investments and foreign currency     17,254,738  
Net unrealized appreciation (depreciation) on investments and foreign currency     397,721,807  
Preferred dividends accrued but not yet declared     (288,449 )

Net Assets applicable to Common Stockholders (net asset value per share - $19.74)

  $ 1,184,669,325  

*Investments at identified cost (including $156,754,717 of collateral on loaned securities)   $ 1,105,834,318  
 Market value of loaned securities     151,159,025  

28  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



Royce Value Trust Year Ended December 31, 2007


Statement of Operations

INVESTMENT INCOME:        
Income:        

Dividends*

       

Non-Affiliated Companies

  $ 12,758,425  

Affiliated Companies

    51,750  

Interest

    8,760,817  

Securities lending

    652,471  

Total income     22,223,463  

Expenses:        

Investment advisory fees

    15,881,749  

Stockholder reports

    381,343  

Custody and transfer agent fees

    220,021  

Directors’ fees

    119,574  

Professional fees

    110,879  

Administrative and office facilities expenses

    103,714  

Other expenses

    172,860  

Total expenses     16,990,140  
Compensating balance credits     (64,195 )

Net expenses     16,925,945  

Net investment income (loss)     5,297,518  

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:        
Net realized gain (loss) on investments and foreign currency        

Non-Affiliated Companies

    116,339,798  

Affiliated Companies

    5,343,533  
Net change in unrealized appreciation (depreciation) on investments and foreign currency     (56,217,996 )

Net realized and unrealized gain (loss) on investments and foreign currency     65,465,335  

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM INVESTMENT OPERATIONS     70,762,853  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS     (12,980,000 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS        

RESULTING FROM INVESTMENT OPERATIONS

  $ 57,782,853  
         
* Net of foreign withholding tax of $266,251.        

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  29



Royce Value Trust


 
Statement of Changes in Net Assets
 
                 
      Year ended       Year ended  
      12/31/07       12/31/06  
                 
INVESTMENT OPERATIONS:                
Net investment income (loss)   $ 5,297,518     $ 6,996,692  
Net realized gain (loss) on investments and foreign currency     121,683,331       110,169,442  
Net change in unrealized appreciation (depreciation) on investments and foreign currency     (56,217,996 )     93,033,099  

Net increase (decrease) in net assets resulting from investment operations     70,762,853       210,199,233  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:                
Net investment income     (613,954 )     (1,020,228 )
Net realized gain on investments and foreign currency     (12,366,046 )     (11,959,772 )

Total distributions to Preferred Stockholders     (12,980,000 )     (12,980,000 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS                

RESULTING FROM INVESTMENT OPERATIONS

    57,782,853       197,219,233  

DISTRIBUTIONS TO COMMON STOCKHOLDERS:                
Net investment income     (5,095,420 )     (7,788,658 )
Net realized gain on investments and foreign currency     (102,630,144 )     (91,303,684 )

Total distributions to Common Stockholders     (107,725,564 )     (99,092,342 )

CAPITAL STOCK TRANSACTIONS:                
Reinvestment of distributions to Common Stockholders     54,184,473       50,180,586  

Total capital stock transactions     54,184,473       50,180,586  

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS     4,241,762       148,307,477  

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:                

Beginning of year

    1,180,427,563       1,032,120,086  

End of year (including undistributed net investment income (loss) of $(156,056) at 12/31/07 and                

$(1,605,284) at 12/31/06)

  $ 1,184,669,325     $ 1,180,427,563  

30  |  2007 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 December 31,
   
    2007       2006       2005       2004       2003  

NET ASSET VALUE, BEGINNING OF PERIOD   $20.62       $18.87       $18.95       $17.03       $13.22  

INVESTMENT OPERATIONS:                                      

Net investment income (loss)

  0.09       0.13       0.01       (0.08 )     (0.05 )

Net realized and unrealized gain (loss) on investments and foreign currency

  1.13       3.63       1.75       3.81       5.64  

Total investment operations

  1.22       3.76       1.76       3.73       5.59  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:                                      

Net investment income

  (0.01 )     (0.02 )                  

Net realized gain on investments and foreign currency

  (0.21 )     (0.21 )     (0.24 )     (0.26 )     (0.26 )

Total distributions to Preferred Stockholders

  (0.22 )     (0.23 )     (0.24 )     (0.26 )     (0.26 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON                                      

STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS

  1.00       3.53       1.52       3.47       5.33  

DISTRIBUTIONS TO COMMON STOCKHOLDERS:                                      

Net investment income

  (0.09 )     (0.14 )                  

Net realized gain on investments and foreign currency

  (1.76 )     (1.64 )     (1.61 )     (1.55 )     (1.30 )

Total distributions to Common Stockholders

  (1.85 )     (1.78 )     (1.61 )     (1.55 )     (1.30 )

CAPITAL STOCK TRANSACTIONS:                                      

Effect of reinvestment of distributions by Common Stockholders

  (0.03 )     (0.00 )     0.01       0.00       (0.00 )

Effect of rights offering and Preferred Stock offering

                          (0.22 )

Total capital stock transactions

  (0.03 )     (0.00 )     0.01       0.00       (0.22 )

NET ASSET VALUE, END OF PERIOD   $19.74       $20.62       $18.87       $18.95       $17.03  

MARKET VALUE, END OF PERIOD   $18.58       $22.21       $20.08       $20.44       $17.21  

TOTAL RETURN (a):                                      
Market Value   (8.21 )%     20.96 %     6.95 %     29.60 %     41.96 %
Net Asset Value   5.04 %     19.50 %     8.41 %     21.42 %     40.80 %

RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:

                                     
Total expenses (b,c)   1.38 %     1.29 %     1.49 %     1.51 %     1.49 %

Management fee expense (d)

  1.29 %     1.20 %     1.37 %     1.39 %     1.34 %

Other operating expenses

  0.09 %     0.09 %     0.12 %     0.12 %     0.15 %
Net investment income (loss)   0.43 %     0.62 %     0.03 %     (0.50 )%     (0.36 )%
SUPPLEMENTAL DATA:                                      
Net Assets Applicable to Common Stockholders,                                      

End of Period (in thousands)

  $1,184,669       $1,180,428       $1,032,120       $993,304       $850,773  
Liquidation Value of Preferred Stock,                                      

End of Period (in thousands)

  $220,000       $220,000       $220,000       $220,000       $220,000  
Portfolio Turnover Rate   26 %     21 %     31 %     30 %     23 %
PREFERRED STOCK:                                      
Total shares outstanding   8,800,000       8,800,000       8,800,000       8,800,000       8,800,000  
Asset coverage per share   $159.62       $159.14       $142.29       $137.88       $121.68  
Liquidation preference per share   $25.00       $25.00       $25.00       $25.00       $25.00  
Average market value per share (e):                                      

5.90% Cumulative

  $23.68       $23.95       $24.75       $24.50       $25.04  

7.80% Cumulative

                          $25.87  

7.30% Tax-Advantaged Cumulative

                          $25.53  

(a)  
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 reported. 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 and sale dates instead of market value.
(b)  
Expense ratios based on total average net assets including liquidation value of Preferred Stock were 1.17%, 1.08%, 1.22%, 1.21%, and 1.19% for the years ended December 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(c)  
Expense ratios based on average net assets applicable to Common Stockholders: before waiver of fees by the investment adviser would have been 1.62% for the year ended December 31, 2003; before waiver of fees and earnings credits would have been 1.38%, 1.29%, 1.49%, 1.51% and 1.62% for the years ended December 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(d)  
The management fee is calculated based on average net assets over a rolling 60-month basis, while the above ratios of management fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis.
(e)  
The average of month-end market values during the period that the Preferred Stock was outstanding.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  31



Royce Value Trust


 
Notes to Financial Statements
 

Summary of Significant Accounting Policies:

    Royce Value Trust, Inc. (“the Fund”) was incorporated under the laws of the State of Maryland on July 1, 1986 as a diversified closed-end investment company. 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.


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 bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price. Securities for which market quotations are not readily available are valued at their fair value under procedures established by the Fund’s Board of Directors. 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 price of securities used by the Fund may differ from quoted or published prices for the same security. Bonds and other fixed income securities may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. Investments in money market funds are valued at net asset value per share.


Foreign Currency:

    The Fund values its non-U.S. securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. The effects of changes in foreign exchange rates on investments and other assets and liabilities are included with net realized and unrealized gains and losses on investments.

    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, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains

and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.


Investment Transactions and Related Investment Income:

    Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield to maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.


Expenses:

    The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Fund’s operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Allocated personnel and occupancy costs related to The Royce Funds are included in administrative and office facilities expenses. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of Directors’ Fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.


Compensating Balance Credits:

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


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 “Income Tax Information”.


Distributions:

    The Fund currently has a policy of paying quarterly distributions on the Fund’s Common Stock. Distributions are currently being made at the annual rate of 9% 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 2.25% of the rolling average or the distribution required by IRS regulations. Distributions to Preferred Stockholders are accrued daily and paid quarterly and distributions to Common Stockholders are recorded on ex-dividend date. The Fund is required to allocate long-term capital gain distributions and other types of income proportionately to distributions made to holders of shares of Common Stock and Preferred Stock. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital. Distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. Permanent book and tax basis differences

32  |  2007 Annual Report to Stockholders  



Royce Value Trust


 
Notes to Financial Statements (continued)
 

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.


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 the underlying securities.


Securities Lending:

    The Fund loans securities to qualified institutional investors for the purpose of realizing additional income. Collateral on all securities loaned for the Fund is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral is equal to at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day.


Recent Accounting Pronouncements:

    The Fund adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on June 29, 2007. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. There was no material impact to the financial statements or disclosures thereto as a result of the adoption of this pronouncement.

    FASB Statement of Financial Accounting Standard No. 157, “Fair Value Measurement” (“FAS 157”), provides enhanced guidance for using fair value to measure assets and liabilities. The standard requires companies to provide expanded information about the assets and liabilities measured at fair value and the potential effect of these fair valuations on an entity’s financial performance. Adoption of FAS 157 is required for fiscal years beginning after November 15, 2007. The standard is not expected to materially impact the amounts reported in the Fund’s financial statements, however, additional disclosures will be required in subsequent reports.


Capital Stock:

    The Fund issued 2,749,591 and 2,548,023 shares of Common Stock as reinvestment of distributions by Common Stockholders for the years ended December 31, 2007 and 2006, respectively.

    At December 31, 2007, 8,800,000 shares of 5.90% Cumulative Preferred Stock were outstanding. Commencing October 9, 2008 and thereafter, the Fund, at its option, may redeem the Cumulative Preferred Stock, in whole or in part, at the redemption price. The Cumulative Preferred Stock is classified outside of permanent equity (net assets

 

applicable to Common Stockholders) in the accompanying financial statements in accordance with Emerging Issues Task Force (EITF) Topic D-98, Classification and Measurement of Redeemable Securities, that requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity to the extent that the redemption is at a fixed or determinable price and at the option of the holder or upon the occurrence of an event that is not solely within the control of the issuer.

    The Fund is required to meet certain asset coverage tests with respect to the Cumulative Preferred Stock as required by the 1940 Act. In addition, pursuant to the Rating Agency Guidelines established by Moody’s, the Fund is required to maintain a certain discounted asset coverage. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Cumulative Preferred Stock at a redemption price of $25.00 per share, plus an amount equal to the accumulated and unpaid dividends, whether or not declared on such shares, in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to Common Stockholders and could lead to sales of portfolio securities at inopportune times. The Fund has met these requirements since issuing the Cumulative Preferred Stock.


Investment Advisory Agreement:

    As compensation for its services under the Investment Advisory Agreement, Royce & Associates, LLC (“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 applicable to Common Stockholders, plus the liquidation value of Preferred Stock, for the rolling 60-month period ending with such month (the “performance period”). The Basic Fee for each month is increased or decreased at the rate of 1/12 of 05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the S&P 600 for the performance period by more than two percentage points. The performance period for each such month is a rolling 60-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the S&P 600 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the S&P 600 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.

    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


2007 Annual Report to Stockholders  |  33



Royce Value Trust


 
Notes to Financial Statements (continued)
 

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.
    Royce has voluntarily committed to waive the portion of its investment advisory fee attributable to an issue of the Fund’s Preferred Stock for any month in which the Fund’s average annual NAV total return since issuance of the Preferred Stock fails to exceed the applicable Preferred Stock’s dividend rate

 

    For the twelve rolling 60-month periods ended December 2007, the investment performance of the Fund exceeded the investment performance of the S&P 600 by 4% to 26%. Accordingly, the investment advisory fee consisted of a Basic Fee of $11,381,315 and an upward adjustment of $4,500,434 for performance of the Fund above that of the S&P 600. For the year ended December 31, 2007, the Fund accrued and paid Royce advisory fees totaling $15,881,749.


Distributions to Stockholders:
   The tax character of distributions paid to stockholders during 2007 and 2006 was as follows:

Distributions paid from:

  2007     2006

Ordinary income

$ 18,081,695   $ 24,577,545

Long-term capital gain

  102,623,869     87,494,797
 
  $ 120,705,564   $ 112,072,342


   As of December 31, 2007, the tax basis components of distributable earnings included in stockholders’ equity were as follows:
 

Undistributed net investment income

$ 2,699,239

Undistributed long-term capital gain

  18,405,497

Unrealized appreciation

  393,723,283

Post October currency loss*

  (7,530)

Accrued preferred distributions

  (288,449)
 
  $ 414,532,040

     *Under current tax law, capital and currency losses realized after October 31, and prior to the Fund’s fiscal year end, may be deferred as occurring on the first day of the following year.

     The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral on wash sales and the unrealized gains on investments in Passive Foreign Investment Companies.
     For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book / tax differences. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences and different characterization of distributions made by the Fund. For the year ended December 31, 2007, the Fund recorded the following permanent reclassifications, which relate primarily to the current net operating losses. Results of operations and net assets were not affected by these reclassifications.


Undistributed   Accumulated    
Net Investment   Net Realized   Paid-in
Income   Gain (Loss)   Capital

 
 
$1,861,084   $(2,778,414)   $917,330

Purchases and Sales of Investment Securities:
     For the year ended December 31, 2007, the cost of purchases and proceeds from sales of investment securities, other than short-term securities and collateral received for securities loaned, amounted to $342,412,126 and $336,738,969, respectively.
 
Transactions in Shares of 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 Fund effected the following transactions in shares of such companies during the year ended December 31, 2007:

  Shares   Market Value   Cost of   Cost of   Realized   Dividend   Shares   Market Value
    Affiliated Company 12/31/06   12/31/06   Purchases   Sales   Gain (Loss)   Income   12/31/07   12/31/07
                                               
Delta Apparel         $ 4,129,137                 580,760   $ 4,152,434
Highbury Financial*           2,579,878   $ 1,098,137   $ 26,215                
Synalloy Corporation*   345,000   $ 6,361,800         761,702     5,317,318   $ 51,750            
Timberland Bancorp           5,738,316                 469,200     5,714,856
        $ 6,361,800               $ 5,343,533   $ 51,750         $ 9,867,290
* Not an Affiliated Company at December 31, 2007.

34  |  2007 Annual Report to Stockholders  



Royce Value Trust


Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Royce Value Trust, Inc. (“Fund”) including the schedule of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2007 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Royce Value Trust, Inc. as of December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.


    TAIT, WELLER & BAKER LLP
     
Philadelphia, Pennsylvania    
February 22, 2008    

  2007 Annual Report to Stockholders  |  35



Royce Micro-Cap Trust


  Schedule of Investments
    SHARES     VALUE
COMMON STOCKS – 111.9%          
           
Consumer Products – 5.5%          
Apparel, Shoes and Accessories - 2.0%          

dELiA*s a,c

  42,900   $ 116,259

Hartmarx Corporation a

  70,000     238,700

Kleinert’s a,d

  14,200     0

Lazare Kaplan International a

  151,700     1,233,321

Steven Madden a

  21,750     435,000

Mothers Work a,c

  17,400     302,760

Movie Star a

  192,100     309,281

True Religion Apparel a,c

  14,400     307,440

Weyco Group

  120,000     3,300,000

Yamato International

  40,000     275,768
       
          6,518,529
       
Food/Beverage/Tobacco - 0.9%          

Green Mountain Coffee Roasters a,c

  76,800     3,125,760
       
Home Furnishing and Appliances - 1.6%          

American Technology a,c

  50,000     126,500

Cobra Electronics

  10,000     47,800

DTS a,c

  7,000     178,990

Flexsteel Industries

  213,500     2,562,000

Lifetime Brands

  42,054     545,861

Natuzzi ADR a

  387,800     1,822,660

U.S. Home Systems a,c

  10,000     53,500
       
          5,337,311
       
Household Products/Wares - 0.3%          

A.T. Cross Company Cl. A a,c

  100,000     998,000
       
Sports and Recreation - 0.6%          

Cybex International a,c

  51,600     235,296

Monaco Coach

  142,400     1,264,512

Sturm, Ruger & Company a

  45,000     372,600
       
          1,872,408
       
Other Consumer Products - 0.1%          

NexCen Brands a,c

  105,300     509,652
       
Total (Cost $13,301,888)         18,361,660
       
Consumer Services – 4.3%          
Direct Marketing - 0.1%          

Dover Saddlery a,c

  10,200     42,534
       
Leisure and Entertainment - 0.3%          

Ambassadors Group

  15,000     274,650

Ambassadors International c

  6,100     88,938

FortuNet a,c

  5,000     40,200

IMAX Corporation a

  25,000     170,500

Premier Exhibitions a,c

  28,200     308,508

TiVo a,c

  20,000     166,800
       
          1,049,596
       
Media and Broadcasting - 0.3%          

ADDvantage Technologies Group a,c

  42,700     263,459

Ballantyne of Omaha a

  100,000     582,000
       
          845,459
       
Online Commerce - 0.3%          

FTD Group

  55,000     708,400

PC Mall a,c

  26,000     242,060
       
          950,460
       
    SHARES     VALUE
Restaurants and Lodgings - 0.1%          

Benihana Cl. A a,c

  800   $ 10,200

Cosi a,c

  111,700     250,208

Jamba a,c

  44,300     163,910
       
          424,318
       
Retail Stores - 3.1%          

A.C. Moore Arts & Crafts a

  40,000     550,000

America’s Car-Mart a,c

  200,000     2,510,000

Buckle (The)

  35,250     1,163,250

Build-A-Bear Workshop a

  49,300     687,735

Cache a

  19,200     179,328

Casual Male Retail Group a

  28,800     149,184

Cato Corporation Cl. A

  68,100     1,066,446

Charlotte Russe Holding a

  28,800     465,120

Hot Topic a,c

  35,300     205,446

New York & Company a,c

  76,700     489,346

Stein Mart

  198,900     942,786

West Marine a,c

  142,000     1,275,160

Wet Seal (The) Cl. A a,c

  301,000     701,330
       
          10,385,131
       
Other Consumer Services - 0.1%          

Knot (The) a,c

  25,200     401,688
       
Total (Cost $14,490,585)         14,099,186
       
Diversified Investment Companies – 1.8%          
Closed-End Funds - 1.8%          

ASA

  48,900     3,675,813

Central Fund of Canada Cl. A

  207,000     2,243,880
       
Total (Cost $2,675,077)         5,919,693
       
Financial Intermediaries – 9.1%          
Banking - 4.5%          

B of I Holding a,c

  100,000     715,000

Bancorp (The) a

  50,000     673,000

BB Holdings a

  390,000     1,862,825

Chemung Financial

  40,000     1,122,000

Fauquier Bankshares

  160,800     2,741,640

First National Lincoln

  40,200     588,528

Franklin Bank a,c

  66,200     285,322

Lakeland Financial

  45,000     940,500

Meta Financial Group

  44,800     1,828,736

Nexity Financial a,c

  34,000     225,760

Peapack-Gladstone Financial

  29,000     717,750

Queen City Investments

  948     953,688

Quest Capital

  30,000     82,071

Sterling Bancorp

  32,869     448,333

Sterling Financial

  7,779     130,609

WSB Financial Group a,c

  114,200     669,212

Wilber Corporation

  89,550     783,563
       
          14,768,537
       
Insurance - 1.6%          

AmCOMP a

  5,600     52,360

American Safety Insurance Holdings a

  20,000     393,000

CRM Holdings a,c

  124,000     970,920

First Acceptance a

  258,405     1,090,469

Independence Holding

  33,534     424,205

36  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




December 31, 2007


 
    SHARES     VALUE
Financial Intermediaries (continued)          
Insurance (continued)          

NYMAGIC

  65,400   $ 1,512,702

Navigators Group a,c

  15,200     988,000
       
          5,431,656
       
Real Estate Investment Trusts - 0.2%          

Vestin Realty Mortgage II a

  180,000     675,000
       
Securities Brokers - 2.8%          

Broadpoint Securities Group a,c

  95,000     112,100

Cowen Group a,c

  123,600     1,175,436

Diamond Hill Investment Group a,c

  5,000     365,600

International Assets Holding a

  113,900     3,074,161

Sanders Morris Harris Group

  186,000     1,906,500

Stifel Financial a,c

  38,733     2,036,194

Thomas Weisel Partners Group a,c

  20,100     275,973

Tradestation Group a,c

  30,000     426,300
       
          9,372,264
       
Total (Cost $23,106,640)         30,247,457
       
Financial Services – 6.7%          
Diversified Financial Services - 0.5%          

MarketAxess Holdings a,c

  123,700     1,587,071
       
Information and Processing - 0.1%          

PRG-Schultz International a,c

  46,100     395,077
       
Insurance Brokers - 0.4%          

Crawford & Company Cl. A a,c

  50,000     175,000

Health Benefits Direct a,c

  211,265     392,953

Western Financial Group

  148,000     788,773
       
          1,356,726
       
Investment Management - 4.2%          

ADDENDA Capital

  131,700     3,002,432

BKF Capital Group a,b

  406,500     902,430

Epoch Holding Corporation

  211,500     3,172,500

Hennessy Advisors

  24,750     297,000

MVC Capital

  226,200     3,650,868

Sceptre Investment Counsel

  78,000     817,975

UTEK Corporation

  50,000     660,000

Westwood Holdings Group

  31,900     1,199,440
       
          13,702,645
       
Special Purpose Acquisition Corporation - 1.2%          

Alternative Asset Management

         

Acquisition (Units) a

  250,000     2,600,000

General Finance a,c

  44,200     401,336

Shermen WSC Acquisition a

  170,000     950,300
       
          3,951,636
       
Specialty Finance - 0.3%          

NGP Capital Resources

  68,080     1,064,090
       
Total (Cost $17,965,823)         22,057,245
       
Health – 14.9%          
Commercial Services - 1.4%          

Medifast a,c

  45,200     219,220

PDI a

  66,800     625,916

PAREXEL International a,c

  80,900     3,907,470
       
          4,752,606
       
Drugs and Biotech - 5.2%          

Acadia Pharmaceuticals a,c

  10,000     110,700

Allos Therapeutics a,c

  123,600     777,444

Anadys Pharmaceuticals a,c

  400,000     644,000
    SHARES     VALUE

Barrier Therapeutics a

  31,300   $ 123,322

BioCryst Pharmaceuticals a

  160,000     988,800

Cambrex Corporation

  16,000     134,080

Caraco Pharmaceutical Laboratories a

  14,650     251,246

Cardiome Pharma a,c

  21,000     187,320

Cell Genesys a

  58,000     133,400

Cerus Corporation a

  179,600     1,169,196

CollaGenex Pharmaceuticals a,c

  25,000     238,750

Durect Corporation a,c

  44,100     283,563

DUSA Pharmaceuticals a,c

  57,600     119,232

Dyax Corporation a

  47,300     173,118

Emisphere Technologies a,c

  163,200     445,536

Favrille a,c

  401,000     625,560

Genitope Corporation a,c

  196,700     145,558

GenVec a,c

  140,000     205,800

Hi-Tech Pharmacal a

  43,630     423,647

ImmunoGen a,c

  24,000     99,600

Lexicon Pharmaceuticals a,c

  40,000     121,200

Lifecore Biomedical a,c

  17,900     258,655

Luminex Corporation a,c

  14,575     236,698

Mannkind Corporation a

  10,000     79,600

Momenta Pharmaceuticals a,c

  73,400     524,076

Myriad Genetics a,c

  25,000     1,160,500

Nastech Pharmaceutical a,c

  2,700     10,260

Nuvelo a,c

  250,000     457,500

Oncolytics Biotech a,c

  36,000     60,840

Orchid Cellmark a,c

  78,000     390,000

Origin Agritech a,c

  184,388     1,218,805

Pharmanet Development Group a,c

  25,000     980,250

Sangamo BioSciences a,c

  10,000     130,900

Seattle Genetics a,c

  72,000     820,800

Senomyx a,c

  52,000     389,480

Sinovac Biotech a,c

  86,000     440,320

Strategic Diagnostics a,c

  57,600     309,888

SuperGen a,c

  220,000     803,000

Tapestry Pharmaceuticals a,c

  815,600     244,680

Theragenics Corporation a,c

  145,800     521,964

Trimeris a,c

  128,000     893,440
       
          17,332,728
       
Health Services - 2.2%          

Albany Molecular Research a

  30,000     431,400

Alliance Imaging a,c

  53,900     518,518

BML

  30,000     479,328

Bio-Imaging Technologies a

  19,100     154,901

CorVel Corporation a,c

  40,125     923,677

Gentiva Health Services a

  23,000     437,920

HMS Holdings a,c

  11,900     395,199

Hooper Holmes a,c

  88,600     152,392

MedCath Corporation a,c

  18,000     442,080

Mediware Information Systems a,c

  38,900     261,797

On Assignment a,c

  61,100     428,311

PharMerica Corporation a,c

  100,000     1,388,000

RehabCare Group a,c

  22,000     496,320

Sun Healthcare Group a,c

  41,000     703,970

U.S. Physical Therapy a

  10,000     143,700
       
          7,357,513
       
Medical Products and Devices - 5.9%          

Abiomed a,c

  15,000     233,100

Allied Healthcare Products a

  273,500     1,982,875

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  37



Royce Micro-Cap Trust


  Schedule of Investments
    SHARES     VALUE
Health (continued)          
Medical Products and Devices (continued)          

AngioDynamics a,c

  14,000   $ 266,560

Anika Therapeutics a

  17,000     246,840

Atrion Corporation

  4,000     510,000

CAS Medical Systems a,c

  79,400     436,700

Caliper Life Sciences a

  50,000     276,500

Cardiac Science a

  26,243     212,306

CONMED Corporation a,c

  3,900     90,129

Cutera a,c

  18,700     293,590

Del Global Technologies a

  461,301     1,337,773

EPIX Pharmaceuticals a,c

  24,666     97,184

Exactech a,c

  113,100     2,346,825

Golden Meditech

  24,100     10,679

HealthTronics a

  64,400     295,596

Kensey Nash a

  26,650     797,368

Medical Action Industries a,c

  125,250     2,611,463

Merit Medical Systems a

  8,700     120,930

NMT Medical a,c

  17,000     95,540

Neurometrix a,c

  21,500     197,800

Orthofix International a,c

  28,000     1,623,160

OrthoLogic Corporation a,c

  65,000     87,750

PLC Systems a

  105,200     45,236

Possis Medical a

  28,600     416,988

Shamir Optical Industry

  7,500     75,000

Synovis Life Technologies a

  20,000     391,000

Thermage a

  132,000     762,960

Tutogen Medical a,c

  20,000     206,400

Utah Medical Products

  42,300     1,257,156

Vital Images a,c

  29,100     525,837

Young Innovations

  66,050     1,579,256
       
          19,430,501
       
Personal Care - 0.2%          

Helen of Troy a,c

  20,000     342,800

Nutraceutical International a

  15,000     198,750
       
          541,550
       
Total (Cost $39,693,480)         49,414,898
       
Industrial Products – 16.2%          
Automotive - 0.8%          

Commerical Vehicle Group a,c

  7,600     110,200

LKQ Corporation a,c

  22,800     479,256

Noble International

  24,000     391,440

SORL Auto Parts a,c

  50,600     370,392

Spartan Motors

  6,300     48,132

Strattec Security

  28,300     1,172,469

Wescast Industries Cl. A

  12,900     114,458
       
          2,686,347
       
Building Systems and Components - 1.0%          

AAON

  94,500     1,872,990

Bunka Shutter Company

  90,000     386,273

LSI Industries

  65,412     1,190,498
       
          3,449,761
       
Construction Materials - 1.7%          

Ash Grove Cement

  8,000     2,008,000

Monarch Cement

  50,410     1,524,903

Trex Company a

  250,000     2,127,500
       
          5,660,403
       
    SHARES     VALUE
Industrial Components - 2.2%          

C&D Technologies a,c

  53,000   $ 350,330

Deswell Industries

  105,300     637,065

Gerber Scientific a,c

  50,500     545,400

Ladish Company a

  10,000     431,900

Planar Systems a

  142,000     908,800

Powell Industries a

  46,800     2,062,476

Tech/Ops Sevcon

  76,200     571,500

II-VI a

  20,000     611,000

Zygo Corporation a,c

  105,200     1,310,792
       
          7,429,263
       
Machinery - 4.7%          

A.S.V. a,c

  84,800     1,174,480

Active Power a,c

  187,500     412,500

Alamo Group

  38,600     699,432

Astec Industries a,c

  40,200     1,495,038

Basin Water a,c

  23,200     191,864

Burnham Holdings Cl. A

  95,000     1,372,750

Capstone Turbine a,c

  200,000     326,000

Eagle Test Systems a,c

  1,500     19,170

Eastern Company (The)

  39,750     729,015

Gehl Company a

  20,000     320,800

Gorman-Rupp Company

  5,273     164,502

Hurco Companies a

  14,900     650,385

K-Tron International a

  5,800     691,650

Kadant a,c

  14,100     418,347

Keithley Instruments

  14,000     135,520

LeCroy Corporation a

  2,000     19,220

MTS Systems

  10,000     426,700

Mueller (Paul) Company

  9,650     468,025

Sun Hydraulics

  58,425     1,474,063

T-3 Energy Services a

  2,000     94,020

Tennant Company

  88,200     3,906,378

Titan Machinery a,c

  25,000     327,500
       
          15,517,359
       
Metal Fabrication and Distribution - 0.8%          

Encore Wire

  15,000     238,800

Insteel Industries

  400     4,692

NN

  114,300     1,076,706

Olympic Steel

  11,000     348,810

Samuel Manu-Tech

  2,500     26,825

Universal Stainless & Alloy Products a,c

  26,997     960,283
       
          2,656,116
       
Miscellaneous Manufacturing - 2.5%          

GP Strategies a

  35,000     372,750

Peerless Manufacturing a

  84,400     3,476,436

Quixote Corporation

  33,300     632,367

Raven Industries

  73,000     2,802,470

Synalloy Corporation

  58,200     1,000,458
       
          8,284,481
       
Paper and Packaging - 0.1%          

Mod-Pac Corporation a,c

  23,200     173,768
       
Pumps, Valves and Bearings - 0.4%          

CIRCOR International

  28,000     1,298,080
       
Specialty Chemicals and Materials - 1.9%          

Aceto Corporation

  323,619     2,588,952

American Vanguard

  9,333     161,928

Balchem Corporation

  33,750     755,325

38  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




December 31, 2007


 
    SHARES     VALUE
Industrial Products (continued)          
Specialty Chemicals and Materials (continued)          

Hawkins

  118,167   $ 1,772,505

Metabolix a,c

  3,000     71,400

NuCo2 a,c

  20,000     498,000

Park Electrochemical

  10,000     282,400
       
          6,130,510
       
Textiles - 0.1%          

Unifi a

  100,000     242,000
         
Total (Cost $33,190,211)         53,528,088
       
Industrial Services – 14.7%          
Advertising and Publishing - 0.6%          

DG Fastchannel a,c

  21,200     543,568

Greenfield Online a,c

  20,000     292,200

Journal Register

  105,600     185,856

LiveDeal a,c

  28,200     121,260

Voyager Learning a

  125,000     875,000
       
          2,017,884
       
Commercial Services - 5.4%          

Animal Health International a,c

  50,000     615,000

CBIZ a,c

  87,000     853,470

Canadian Solar a,c

  25,000     703,750

Carlisle Group a

  188,800     475,445

ClearPoint Business Resources a

  120,000     253,200

Collectors Universe

  23,200     286,288

Diamond Management &

         

Technology Consultants

  138,100     1,003,987

eTelecare Global Solutions ADR a

  21,000     174,090

Forrester Research a

  101,500     2,844,030

Geo Group (The) a,c

  102,400     2,867,200

Gevity HR

  63,400     487,546

Home Solutions of America a,c

  60,000     60,000

Hudson Highland Group a,c

  113,200     952,012

Kforce a,c

  55,000     536,250

Landauer

  21,300     1,104,405

Metalico a

  12,700     137,668

PeopleSupport a,c

  43,300     592,344

SM&A a,c

  31,300     182,479

Team a

  4,400     160,952

Volt Information Sciences a,c

  89,400     1,632,444

Waste Services a,c

  26,300     225,391

Westaff a

  362,500     1,450,000

Willdan Group a

  40,100     275,888
       
          17,873,839
       
Engineering and Construction - 3.7%          

Cavco Industries a

  9,400     318,096

Exponent a

  130,600     3,531,424

HLS Systems International a,c

  222,400     1,983,808

Hanfeng Evergreen a

  17,900     264,796

Hill International a,c

  35,500     503,035

Insituform Technologies Cl. A a,c

  56,400     834,720

Integrated Electrical Services a,c

  122,000     2,292,380

Modtech Holdings a

  71,800     63,902

Nobility Homes

  13,800     251,850

SYS a,c

  480,000     960,000

Skyline Corporation

  32,100     942,135

Sterling Construction a,c

  12,300     268,386
       
          12,214,532
       
    SHARES     VALUE
Food and Tobacco Processors - 1.7%          

Cal-Maine Foods

  50,000   $ 1,326,500

Farmer Bros.

  42,400     974,776

Galaxy Nutritional Foods a

  432,600     112,476

HQ Sustainable Maritime Industries a,c

  10,000     97,500

ML Macadamia Orchards L.P.

  120,200     418,296

Seneca Foods Cl. A a

  62,500     1,484,375

Seneca Foods Cl. B a,c

  42,500     941,800

Sunopta a,c

  8,580     114,543
       
          5,470,266
       
Industrial Distribution - 0.5%          

Central Steel & Wire

  1,088     680,000

Lawson Products

  19,500     739,440

Toshin Group Company

  14,200     294,484
       
          1,713,924
       
Printing - 1.1%          

American Bank Note Holographics a,c

  121,200     716,292

Bowne & Co.

  66,500     1,170,400

Champion Industries

  23,500     106,220

Courier Corporation

  27,950     922,629

Ennis

  9,700     174,600

Schawk

  38,900     603,728
       
          3,693,869
       
Transportation and Logistics - 1.7%          

ABX Air a,c

  100,000     418,000

Forward Air

  50,700     1,580,319

Frozen Food Express Industries

  92,000     542,800

MAIR Holdings a

  8,600     39,818

Marten Transport a,c

  21,450     299,228

Patriot Transportation Holding a

  3,000     276,690

Universal Truckload Services a

  134,200     2,571,272

Velocity Express a,c

  22,321     68,079
       
          5,796,206
       
Total (Cost $33,225,666)         48,780,520
       
Natural Resources – 10.6%          
Energy Services - 4.4%          

CE Franklin a,c

  38,650     251,225

Dril-Quip a,c

  55,000     3,061,300

Environmental Power a,c

  115,000     525,550

Flotek Industries a,c

  2,400     86,496

Green Plains Renewable Energy a,c

  16,400     217,956

Gulf Island Fabrication

  34,016     1,078,647

GulfMark Offshore a,c

  55,400     2,592,166

ION Geophysical a,c

  43,500     686,430

Particle Drilling Technologies a

  40,000     103,200

Pason Systems

  209,200     2,647,457

Pioneer Drilling a

  7,500     89,100

Willbros Group a,c

  67,600     2,588,404

World Energy Solutions a

  869,400     704,717
       
          14,632,648
       
Oil and Gas - 1.3%          

Bonavista Energy Trust

  44,600     1,287,907

Bronco Drilling a

  33,200     493,020

Cano Petroleum a

  45,200     311,428

Gran Tierra Energy a,c

  124,900     327,238

Nuvista Energy a

  121,000     1,606,059

PetroCorp a,d

  104,200     0

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  39



Royce Micro-Cap Trust


  Schedule of Investments
    SHARES     VALUE
Natural Resources (continued)          
Oil and Gas (continued)          

Storm Cat Energy a,c

  291,200   $ 212,576
       
          4,238,228
       
Precious Metals and Mining - 3.5%          

Allied Nevada Gold

  134,250     836,377

Aurizon Mines a,c

  197,000     766,330

Brush Engineered Materials a,c

  15,500     573,810

Central African Gold a

  89,790     50,066

Chesapeake Gold a

  20,000     166,979

Duluth Metals a

  87,500     265,971

Endeavour Mining Capital

  337,000     3,018,471

Endeavour Silver a

  50,000     198,500

Entree Gold a

  177,900     444,750

Gammon Gold a,c

  83,836     671,526

Golden Star Resources a,c

  168,100     531,196

Metallica Resources a,c

  186,300     1,015,335

Midway Gold a

  227,500     885,151

Minefinders Corporation a

  36,000     406,800

New Gold a

  141,200     718,708

Northgate Minerals a

  270,000     818,100

Uranium Resources a,c

  11,100     138,528

Vista Gold a,c

  50,000     251,000
       
          11,757,598
       
Real Estate - 1.4%          

HFF Cl. A a,c

  16,500     127,710

HomeFed Corporation a

  11,352     683,958

Kennedy-Wilson a

  21,500     907,300

PICO Holdings a

  45,700     1,536,434

Pope Resources L.P.

  33,000     1,410,750
       
          4,666,152
       
Total (Cost $17,912,562)         35,294,626
       
Technology – 23.2%          
Aerospace and Defense - 2.8%          

Aerovironment a

  13,800     333,960

Astronics Corporation a

  26,400     1,122,000

Ducommun a

  72,100     2,739,800

HEICO Corporation

  41,600     2,266,368

HEICO Corporation Cl. A

  24,160     1,029,216

Integral Systems

  48,310     1,123,691

SIFCO Industries a,c

  45,800     770,814
       
          9,385,849
       
Components and Systems - 2.7%          

Acacia Research-Acacia Technologies a,c

  99,350     892,163

CSP a,c

  122,581     817,615

Excel Technology a

  91,900     2,490,490

Giga-tronics a,c

  3,200     5,984

MOCON

  15,600     177,372

Optex Company

  35,000     522,106

RadiSys Corporation a,c

  30,000     402,000

Richardson Electronics

  139,350     976,844

Rimage Corporation a,c

  20,000     519,000

SCM Microsystems a,c

  37,900     126,586

SRS Labs a,c

  10,000     53,500

Spectrum Control a

  16,100     247,940

TTM Technologies a

  124,700     1,454,002
    SHARES     VALUE

TransAct Technologies a

  78,600   $ 376,494
       
          9,062,096
       
Distribution - 0.5%          

Agilysys

  90,000     1,360,800

Nu Horizons Electronics a,c

  40,000     278,000
       
          1,638,800
       
Internet Software and Services - 2.0%          

Audible a,c

  32,700     291,684

Descartes Systems Group (The) a,c

  49,200     206,640

eResearch Technology a,c

  185,000     2,186,700

iPass a,c

  190,000     771,400

Jupitermedia Corporation a,c

  355,800     1,359,156

Lionbridge Technologies a,c

  131,500     466,825

NIC

  26,800     226,192

Stamps.com a

  80,000     974,400
       
          6,482,997
       
IT Services - 5.1%          

BluePhoenix Solutions a

  28,000     507,360

CIBER a,c

  182,662     1,116,065

Cogent Communications Group a,c

  24,800     588,008

Computer Task Group a

  471,361     2,606,626

iGATE Corporation a,c

  273,400     2,315,698

Rainmaker Systems a,c

  58,000     374,680

Sapient Corporation a,c

  500,000     4,405,000

Syntel

  54,300     2,091,636

TriZetto Group (The) a

  145,200     2,522,124

Yucheng Technologies a,c

  31,300     406,587
       
          16,933,784
       
Semiconductors and Equipment - 2.6%          

Actions Semiconductor ADR a,c

  128,900     525,912

Cascade Microtech a

  55,037     560,277

CEVA a

  29,800     362,666

Cohu

  17,800     272,340

Electroglas a,c

  281,700     473,256

Exar Corporation a,c

  121,208     966,028

Ikanos Communications a

  38,700     208,206

Intevac a,c

  40,550     589,597

Jinpan International

  9,650     298,185

Maxwell Technologies a

  37,400     309,298

Melco Holdings

  30,000     469,629

Nanometrics a,c

  22,000     216,920

NetList a,c

  77,200     169,840

PDF Solutions a

  25,000     225,250

Photronics a

  29,750     370,982

QuickLogic Corporation a,c

  20,000     66,000

Rudolph Technologies a

  12,500     141,500

Semitool a

  25,500     221,340

Trident Microsystems a,c

  54,200     355,552

Virage Logic a

  180,000     1,503,000

Zarlink Semiconductor a

  188,700     135,883
       
          8,441,661
       
Software - 4.7%          

ACI Worldwide a

  97,600     1,858,304

Aladdin Knowledge Systems a

  27,300     713,349

Borland Software a,c

  70,000     210,700

Bottomline Technologies a,c

  48,300     676,200

Convera Corporation Cl. A a,c

  170,000     470,900

Digimarc Corporation a,c

  66,000     582,120

40  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




December 31, 2007

 
    SHARES     VALUE
Technology (continued)          
Software (continued)          

DivX a

  38,300   $ 536,200

Evans & Sutherland Computer a

  73,500     91,875

Fundtech a

  51,000     681,360

ILOG ADR a,c

  35,000     365,750

JDA Software Group a,c

  59,500     1,217,370

OpenTV Cl. A a,c

  429,300     566,676

Pegasystems

  330,200     3,939,286

Phase Forward a,c

  43,000     935,250

PLATO Learning a

  160,000     635,200

Renaissance Learning

  2,365     33,110

SPSS a,c

  41,800     1,501,038

SeaChange International a,c

  20,000     144,600

TeleCommunication Systems Cl. A a,c

  10,000     36,100

Trintech Group ADR a,c

  94,852     239,976

uWink a,c

  9,000     12,600
       
          15,447,964
       
Telecommunications - 2.8%          

Anaren a

  30,900     509,541

Atlantic Tele-Network

  4,100     138,498

Captaris a

  43,300     187,056

Communications Systems

  10,700     127,223

Diguang International Development a

  300,000     750,000

Extreme Networks a

  11,500     40,710

Global Telecom & Technology a,c

  68,500     71,925

NMS Communications a

  630,000     1,020,600

North Pittsburgh Systems c

  23,200     526,408

NumereX Corporation Cl. A a,c

  35,100     289,575

PC-Tel a

  44,100     302,526

Performance Technologies a

  41,250     226,875

Radyne a

  25,520     234,784

REMEC

  143,387     150,556

Symmetricom a,c

  24,782     116,723

TESSCO Technologies a,c

  13,600     245,616

UCN a,c

  130,517     587,327

ViaSat a,c

  76,812     2,644,637

WJ Communications a,c

  247,400     183,076

Zhone Technologies a,c

  911,600     1,066,572
       
          9,420,228
       
Total (Cost $51,293,032)         76,813,379
       
Miscellaneous e – 4.9%          
Total (Cost $17,084,309)         16,383,911
       
TOTAL COMMON STOCKS          

(Cost $263,939,273)

        370,900,663
       
PREFERRED STOCK – 0.5%          

Seneca Foods Conv. a

  75,409     1,734,407
       

(Cost $943,607)

        1,734,407
       
          VALUE  
REPURCHASE AGREEMENTS – 8.7%            

State Street Bank & Trust Company,

           

4.00% dated 12/31/07, due 1/2/08,

           

maturity value $8,734,941 (collateralized

           

by obligations of various U.S. Government

           

Agencies, valued at $8,955,600)

           

(Cost $8,733,000)

        $  8,733,000  
         
 

Lehman Brothers (Tri-Party),

           

4.125% dated 12/31/07, due 1/2/08,

           

maturity value $20,004,583 (collateralized

           

by obligations of various U.S. Government

           

Agencies, valued at $20,407,014)

           

(Cost $20,000,000)

        20,000,000  
         
 
TOTAL REPURCHASE AGREEMENTS            

(Cost $28,733,000)

        28,733,000  
         
 
             
    PRINCIPAL        
    AMOUNT        
COLLATERAL RECEIVED FOR SECURITIES
LOANED – 10.9%
           

Fannie Mae-Notes 5.125%-5.20%

           

due 7/13/09-9/18/12

  $46,103     46,794  

Federal Home Loan Bank-Bonds 4.875%

           

due 3/5/08

  1,322     1,342  

Federal National Mortgage Association-Bonds

           

3.75%-5.50

           

due 7/25/08-2/16/12

  11,694     11,856  

Freddie Mac-Notes 6.01%

           

due 4/11/17

  618     627  

U.S. Treasury Bonds 2.375%-12.00%

           

due 8/15/13-1/15/27

  940     950  

U.S. Treasury Notes 2.375%

           

due 4/15/11

  6     6  

Money Market Funds

           

State Street Navigator Securities Lending

           

Prime Portfolio (7 day yield-4.884%)

        35,983,277  
       
 

TOTAL COLLATERAL RECEIVED FOR SECURITIES LOANED

           

(Cost $36,044,852)

        36,044,852  
       
 
TOTAL INVESTMENTS – 132.0%            

(Cost $329,660,732)

        437,412,922  
LIABILITIES LESS CASH AND OTHER ASSETS – (13.9)%         (45,937,406 )
 
PREFERRED STOCK – (18.1)%         (60,000,000 )
       
 

NET ASSETS APPLICABLE TO
COMMON STOCKHOLDERS – 100.0%

      $ 331,475,516  
       
 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  41




Royce Micro-Cap Trust   December 31, 2007


  Schedule of Investments












a   Non-income producing.
b   At December 31, 2007, 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.
c   All or a portion of these securities were on loan at December 31, 2007. Total market value of loaned securities at December 31, 2007 was $34,390,777.
d   Securities for which market quotations are no longer readily available represent 0.0% of net assets. These securities have been valued at their fair value under procedures established by the Fund’s Board of Directors.
e   Includes securities first acquired in 2007 and less than 1% of net assets applicable to Common Stockholders.
  New additions in 2007.
 
    Bold indicates the Fund’s largest 20 equity holdings in terms of December 31, 2007 market value.

INCOME TAX INFORMATION: The cost of total investments for Federal income tax purposes was $334,738,628. At December 31, 2007, net unrealized appreciation for all securities was $102,674,294 consisting of aggregate gross unrealized appreciation of $132,624,923 and aggregate gross unrealized depreciation of $29,950,629. The primary differences in book and tax basis cost is the timing of the recognition of losses on securities sold and mark-to-market of Passive Foreign Investment Companies.



42  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




Royce Micro-Cap Trust   December 31, 2007

     
  Statement of Assets and Liabilities

ASSETS:        
Investments at value (including collateral on loaned securities)*        

Non-Affiliated Companies (cost $299,421,466)

  $ 407,777,492  

Affiliated Companies (cost $1,506,266)

    902,430  

Total investments at value     408,679,922  
Repurchase agreements (at cost and value)     28,733,000  
Cash and foreign currency     847  
Receivable for investments sold     3,707,650  
Receivable for dividends and interest     381,873  
Prepaid expenses     20,681  

Total Assets

    441,523,973  

LIABILITIES:        
Payable for collateral on loaned securities     36,044,852  
Payable for investments purchased     13,375,389  
Payable for investment advisory fee     431,673  
Preferred dividends accrued but not yet declared     80,000  
Accrued expenses     116,543  

Total Liabilities

    50,048,457  

PREFERRED STOCK:        
6.00% Cumulative Preferred Stock - $0.001 par value, $25 liquidation value per share; 2,400,000 shares outstanding     60,000,000  

Total Preferred Stock

    60,000,000  

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS   $ 331,475,516  

ANALYSIS OF NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:        
Common Stock paid-in capital - $0.001 par value per share; 24,591,100 shares outstanding (150,000,000 shares authorized)   $ 222,052,678  
Undistributed net investment income (loss)     (1,435,509 )
Accumulated net realized gain (loss) on investments and foreign currency     3,186,799  
Net unrealized appreciation (depreciation) on investments and foreign currency     107,751,548  
Preferred dividends accrued but not yet declared     (80,000 )

Net Assets applicable to Common Stockholders (net asset value per share - $13.48)

  $ 331,475,516  

*Investments at identified cost (including $36,044,852 of collateral on loaned securities)

  $ 300,927,732  

Market value of loaned securities

    34,390,777  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.   2007 Annual Report to Stockholders  |  43




Royce Micro-Cap Trust   Year Ended December 31, 2007

     
   Statement of Operations

INVESTMENT INCOME:        
Income:        

Dividends*

       

Non-Affiliated Companies

  $ 3,303,530  

Affiliated Companies

     

Interest

    1,478,336  

Securities lending

    484,508  

Total income     5,266,374  

Expenses:        

Investment advisory fees

    5,092,955  

Stockholder reports

    133,402  

Custody and transfer agent fees

    75,833  

Directors’ fees

    56,196  

Professional fees

    54,027  

Administrative and office facilities expenses

    29,792  

Other expenses

    60,452  

Total expenses     5,502,657  
Compensating balance credits     (1,853 )

Net expenses     5,500,804  

Net investment income (loss)     (234,430 )

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:        
Net realized gain (loss) on investments and foreign currency        

Non-Affiliated Companies

    33,643,099  

Affiliated Companies

    (839,302 )
Net change in unrealized appreciation (depreciation) on investments foreign currency     (27,184,286 )

Net realized and unrealized gain (loss) on investments and foreign currency     5,619,511  

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM INVESTMENT OPERATIONS     5,385,081  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS     (3,600,000 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS        

RESULTING FROM INVESTMENT OPERATIONS

  $ 1,785,081  
         
*Net of foreign withholding tax of $63,404.        

44  |  2007 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   Year ended
    12/31/07   12/31/06
                 
INVESTMENT OPERATIONS:                
Net investment income (loss)   $ (234,430 )   $ 167,273  
Net realized gain (loss) on investments and foreign currency     32,803,797       40,340,273  
Net change in unrealized appreciation (depreciation) on investments and foreign currency     (27,184,286 )     27,839,554  

Net increase (decrease) in net assets resulting from investment operations     5,385,081       68,347,100  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:                
Net investment income     (224,280 )     (475,560 )
Net realized gain on investments and foreign currency     (3,375,720 )     (3,124,440 )

Total distributions to Preferred Stockholders     (3,600,000 )     (3,600,000 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS

    1,785,081       64,747,100  

DISTRIBUTIONS TO COMMON STOCKHOLDERS:                
Net investment income     (1,991,543 )     (4,585,208 )
Net realized gain on investments and foreign currency     (29,975,444 )     (30,124,923 )

Total distributions to Common Stockholders     (31,966,987 )     (34,710,131 )

CAPITAL STOCK TRANSACTIONS:                
Reinvestment of distributions to Common Stockholders     17,975,152       19,926,104  

Total capital stock transactions     17,975,152       19,926,104  

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS     (12,206,754 )     49,963,073  

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:                

Beginning of period

    343,682,270       293,719,197  

End of period (including undistributed net investment income (loss) of $(1,435,509) at 12/31/07 and $(2,725,894) at 12/31/06)

  $ 331,475,516     $ 343,682,270  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.   2007 Annual Report to Stockholders  |  45




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 December 31,
   
    2007     2006     2005     2004     2003  

NET ASSET VALUE, BEGINNING OF PERIOD     $14.77       $13.43       $14.34       $13.33       $9.39  

INVESTMENT OPERATIONS:                                        

Net investment income (loss)

    (0.00 )     0.01       (0.03 )     (0.08 )     (0.09 )

Net realized and unrealized gain (loss) on investments and foreign currency

    0.24       3.04       1.14       2.62       5.28  

Total investment operations

    0.24       3.05       1.11       2.54       5.19  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:                                        

Net investment income

    (0.01 )     (0.02 )                  

Net realized gain on investments and foreign currency

    (0.14 )     (0.14 )     (0.17 )     (0.19 )     (0.18 )

Total distributions to Preferred Stockholders

    (0.15 )     (0.16 )     (0.17 )     (0.19 )     (0.18 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS

    0.09       2.89       0.94       2.35       5.01  

DISTRIBUTIONS TO COMMON STOCKHOLDERS:                                        

Net investment income

    (0.08 )     (0.20 )                  

Net realized gain on investments and foreign currency

    (1.27 )     (1.35 )     (1.85 )     (1.33 )     (0.92 )

Total distributions to Common Stockholders

    (1.35 )     (1.55 )     (1.85 )     (1.33 )     (0.92 )

CAPITAL STOCK TRANSACTIONS:                                        

Effect of reinvestment of distributions by Common Stockholders

    (0.03 )     (0.00 )     0.00       (0.01 )     (0.04 )

Effect of Preferred Stock offering

                            (0.11 )

Total capital stock transactions

    (0.03 )     (0.00 )     0.00       (0.01 )     (0.15 )

NET ASSET VALUE, END OF PERIOD     $13.48       $14.77       $13.43       $14.34       $13.33  

MARKET VALUE, END OF PERIOD     $11.94       $16.57       $14.56       $15.24       $12.60  

TOTAL RETURN (a):                                        
Market Value     (20.54 )%     26.72 %     8.90 %     33.44 %     63.58 %
Net Asset Value     0.64 %     22.46 %     6.75 %     18.69 %     55.55 %

RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:

                                       
Total expenses (b,c)     1.56 %     1.64 %     1.63 %     1.62 %     1.82 %

Management fee expense (d)

    1.44 %     1.49 %     1.43 %     1.43 %     1.59 %

Other operating expenses

    0.12 %     0.15 %     0.20 %     0.19 %     0.23 %
Net investment income (loss)     (0.07 )%     0.05 %     (0.27 )%     (0.56 )%     (0.82 )%
SUPPLEMENTAL DATA:                                        
Net Assets Applicable to Common Stockholders,                                        

End of Period (in thousands)

    $331,476       $343,682       $293,719       $290,364       $253,425  
Liquidation Value of Preferred Stock,                                        

End of Period (in thousands)

    $60,000       $60,000       $60,000       $60,000       $60,000  
Portfolio Turnover Rate     41 %     34 %     46 %     32 %     26 %
PREFERRED STOCK:                                        
Total shares outstanding     2,400,000       2,400,000       2,400,000       2,400,000       2,400,000  
Asset coverage per share     $163.11       $168.20       $147.38       $145.98       $130.59  
Liquidation preference per share     $25.00       $25.00       $25.00       $25.00       $25.00  
Average market value per share (e):                                        

6.00% Cumulative

    $24.06       $24.15       $24.97       $24.66       $25.37  

7.75% Cumulative

                            $25.70  

(a)   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 reported. Dividends and distributions, if any, 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 and sale dates instead of market value.
(b)   Expense ratios based on total average net assets including liquidation value of Preferred Stock were 1.33%, 1.38%, 1.35%, 1.32% and 1.49% for the years ended December 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(c)   Expense ratios based on average net assets applicable to Common Stockholders: before waiver of fees by the investment adviser would have been 1.92% for the year ended December 31, 2003; before waiver of fees and earnings credits would have been 1.56%, 1.64%, 1.63%, 1.62% and 1.92% for the years ended December 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(d)   The management fee is calculated based on average net assets over a rolling 36-month basis, while the above ratios of management fee expenses are based on average net assets applicable to Common Stockholders over a 12-month basis.
(e)   The average of month-end market values during the period that the Preferred Stock was outstanding.

46  |  2007 Annual Report to Stockholders   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




Royce Micro-Cap Trust

 
  Notes to Financial Statements

Summary of Significant Accounting Policies:
     Royce Micro-Cap Trust, Inc. (“the Fund”) was incorporated under the laws of the State of Maryland on September 9, 1993 as a diversified closed-end investment company. 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.
 
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 bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price. Securities for which market quotations are not readily available are valued at their fair value under procedures established by the Fund’s Board of Directors. 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 price of securities used by the Fund may differ from quoted or published prices for the same security. Bonds and other fixed income securities may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. Investments in money market funds are valued at net asset value per share.
 
Foreign Currency:
     The Fund values its non-U.S. securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. The effects of changes in foreign exchange rates on investments and other assets and liabilities are included with net realized and unrealized gains and losses on investments.
     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, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books, and the U.S. dollar equivalent of the
amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.
 
Investment Transactions and Related Investment Income:
     Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield to maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.
 
Expenses:
     The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Fund’s operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Allocated personnel and occupancy costs related to The Royce Funds are included in administrative and office facilities expenses. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of Directors’ Fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.
 
Compensating Balance Credits:
     The Fund has an arrangement with its custodian bank, whereby a portion of the custodian’s fee is paid indirectly by credits earned on the Fund’s cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. Conversely, the Fund pays interest to the custodian on any cash overdrafts, to the extent they are not offset by credits earned on positive cash balances.
 
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 “Income Tax Information”.
 
Distributions:
     The Fund currently has a policy of paying quarterly distributions on the Fund’s Common Stock. Distributions are currently being made at the annual rate of 9% 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 2.25% of the rolling average or the distribution required by IRS regulations. Distributions to Preferred Stockholders are accrued daily and paid quarterly and distributions to Common Stockholders are recorded on ex-dividend date. The Fund is required to allocate long-term capital gain distributions and other types of income proportionately to distributions made to holders of shares of Common Stock and Preferred Stock. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital. Distributions are determined in accordance with income tax regulations
 
2007 Annual Report to Stockholders  |  47




Royce Micro-Cap Trust

 
  Notes to Financial Statements (continued)

that may differ from accounting principles generally accepted in the United States of America. Permanent book and tax basis 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.
 
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 the underlying securities.
 
Securities Lending:
     The Fund loans securities to qualified institutional investors for the purpose of realizing additional income. Collateral on all securities loaned for the Fund is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral is equal to at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day.
 
Recent Accounting Pronouncements:
     The Fund adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on June 29, 2007. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. There was no material impact to the financial statements or disclosures thereto as a result of the adoption of this pronouncement.
     FASB Statement of Financial Accounting Standard No. 157, “Fair Value Measurement” (“FAS 157”), provides enhanced guidance for using fair value to measure assets and liabilities. The standard requires companies to provide expanded information about the assets and liabilities measured at fair value and the potential effect of these fair valuations on an entity’s financial performance. Adoption of FAS 157 is required for fiscal years beginning after November 15, 2007. The standard is not expected to materially impact the amounts reported in the Fund’s financial statements, however, additional disclosures will be required in subsequent reports.
 
Capital Stock:
     The Fund issued 1,320,682 and 1,401,367 shares of Common Stock as reinvestment of distributions by Common Stockholders for the years ended December 31, 2007 and 2006, respectively.
 
 
48  |  2007 Annual Report to Stockholders
     At December 31, 2007, 2,400,000 shares of 6.00% Cumulative Preferred Stock were outstanding. Commencing October 16, 2008 and thereafter, the Fund, at its option, may redeem the Cumulative Preferred Stock, in whole or in part, at the redemption price. The Cumulative Preferred Stock is classified outside of permanent equity (net assets applicable to Common Stockholders) in the accompanying financial statements in accordance with Emerging Issues Task Force (EITF) Topic D-98, Classification and Measurement of Redeemable Securities, that requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity to the extent that the redemption is at a fixed or determinable price and at the option of the holder or upon the occurrence of an event that is not solely within the control of the issuer.
     The Fund is required to meet certain asset coverage tests with respect to the Cumulative Preferred Stock as required by the 1940 Act. In addition, pursuant to the Rating Agency Guidelines established by Moody’s, the Fund is required to maintain a certain discounted asset coverage. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Cumulative Preferred Stock at a redemption price of $25.00 per share, plus an amount equal to the accumulated and unpaid dividends, whether or not declared on such shares, in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to Common Stockholders and could lead to sales of portfolio securities at inopportune times. The Fund has met these requirements since issuing the Cumulative Preferred Stock.
 
Investment Advisory Agreement:
     As compensation for its services under the Investment Advisory Agreement, Royce & Associates, LLC (“Royce”) receives a fee comprised of a Basic Fee (“Basic Fee”) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the Russell 2000.
     The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Fund’s month-end net assets applicable to Common Stockholders, plus the liquidation value of Preferred Stock, for the rolling 36-month period ending with such month (the “performance period”). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the Russell 2000 for the performance period by more than two percentage points. The performance period for each such month is a rolling 36-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the Russell 2000 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the Russell 2000 exceeds




Royce Micro-Cap Trust

 
  Notes to Financial Statements (unaudited) (continued)

the investment performance of the Fund by 12 or more percentage points for the performance period.
     Royce has voluntarily committed to waive the portion of its investment advisory fee attributable to an issue of the Fund’s Preferred Stock for any month in which the Fund’s average annual NAV total return since issuance of the Preferred Stock fails to exceed the applicable Preferred Stock’s dividend rate.
     For the twelve rolling 36-month periods ending December 2007, the investment performance of the Fund exceeded the investment performance of the Russell 2000 by 8% to 13%. Accordingly, the investment advisory fee consisted of a Basic Fee of $3,714,236 and an upward adjustment of $1,378,719 for performance of the Fund above that of the Russell 2000. For the year ended December 31, 2007, the Fund accrued and paid Royce advisory fees totaling $5,092,955.

Distributions to Stockholders:
The tax character of distributions paid to stockholders during 2007 and 2006 was as follows:


Distributions paid from:   2007   2006
   
 
Ordinary income   $ 2,532,369   $ 12,220,932
Long-term capital gain     33,034,618     26,089,199
   
    $ 35,566,987   $ 38,310,131

As of December 31, 2007, the tax basis components of distributable earnings included in stockholders’ equity were as follows:


Undistributed net investment income   $ 2,331,609  
Undistributed long-term capital gain     5,216,680  
Unrealized appreciation     102,674,294  
Post October currency loss*     (719,745 )
Accrued preferred distributions     (80,000 )
   
 
    $ 109,422,838  


* Under current tax law, capital and currency losses realized after October 31, and prior to the Fund’s fiscal year end, may be deferred as occurring on the first day of the following fiscal year.
   
       The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral on wash sales and the unrealized gains on investments in Passive Foreign Investment Companies.
       For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book / tax differences. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences and different characterization of distributions made by the Fund. For the year ended December 31, 2007, the Fund recorded the following permanent reclassifications, which relate primarily to the current net operating losses. Results of operations and net assets were not affected by these reclassifications.


Undistributed     Accumulated          
Net Investment     Net Realized       Paid-in  
Income     Gain (Loss)       Capital  

   
     
 
$3,740,638     $(3,532,042)       $(208,596)  


Purchases and Sales of Investment Securities:
     For the year ended December 31, 2007, the cost of purchases and proceeds from sales of investment securities, other than short-term securities and collateral received for securities loaned, amounted to $158,813,354 and $171,665,339, respectively.

Transactions in Shares of 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 Fund effected the following transactions in shares of such companies during the year ended December 31, 2007:

    Shares     Market Value   Cost of   Cost of   Realized   Dividend   Shares   Market Value
  Affiliated Company   12/31/06     12/31/06   Purchases   Sales   Gain (Loss)   Income   12/31/07   12/31/07
BKF Capital Group   406,500     $ 1,361,775                               406,500       $902,430  
Highbury Financial*   580,400       3,383,732           $ 3,419,180     $ (839,302 )                      
          $ 4,745,507                     $ (839,302 )                   $902,430  
                                                               
*Not an Affiliated Company at December 31, 2007.

2007 Annual Report to Stockholders  |  49





Royce Micro-Cap Trust

 
  Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Royce Micro-Cap Trust, Inc. (“Fund”) including the schedule of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2007 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Royce Micro-Cap Trust, Inc. as of December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

    TAIT, WELLER & BAKER LLP  
       
Philadelphia, Pennsylvania      
February 22, 2008      

50  |  2007 Annual Report to Stockholders



Royce Focus Trust   December 31, 2007

     
  Schedule of Investments

    SHARES     VALUE  

COMMON STOCKS – 88.2%

             
               

Consumer Products – 13.1%

             

Apparel, Shoes and Accessories - 3.5%

             

Fossil a,b

  75,000     $ 3,148,500  

Timberland Company Cl. A a,b

  150,000       2,712,000  
         
 
            5,860,500  
         
 

Health, Beauty and Nutrition - 2.0%

             

Nu Skin Enterprises Cl. A

  200,000       3,286,000  
         
 

Home Furnishing and Appliances - 1.9%

             

Rational

  15,000       3,068,777  
         
 

Sports and Recreation - 5.7%

             

Thor Industries

  140,000       5,321,400  

Winnebago Industries

  200,000       4,204,000  
         
 
            9,525,400  
         
 

Total (Cost $20,009,658)

          21,740,677  
         
 

Financial Intermediaries – 4.7%

             

Banking - 1.1%

             

BB Holdings a

  400,000       1,910,590  
         
 

Securities Brokers - 2.6%

             

Knight Capital Group Cl. A a,b

  300,000       4,320,000  
         
 

Other Financial Intermediaries - 1.0%

             

KKR Financial

  116,632       1,638,680  
         
 

Total (Cost $7,371,214)

          7,869,270  
         
 

Financial Services – 1.5%

             

Investment Management - 1.5%

             

U.S. Global Investors Cl. A

  150,000       2,499,000  
         
 

Total (Cost $2,385,434)

          2,499,000  
         
 

Health – 4.7%

             

Drugs and Biotech - 2.8%

             

Endo Pharmaceuticals Holdings a,b

  90,000       2,400,300  

Lexicon Pharmaceuticals a,b

  499,400       1,513,182  

ULURU a,b

  249,700       676,687  
         
 
            4,590,169  
         
 

Medical Products and Devices - 1.9%

             

Caliper Life Sciences a,b

  302,300       1,671,719  

Possis Medical a

  100,000       1,458,000  
         
 
            3,129,719  
         
 

Total (Cost $7,520,476)

          7,719,888  
         
 

Industrial Products – 21.6%

             

Building Systems and Components - 2.2%

             

Simpson Manufacturing

  140,000       3,722,600  
         
 

Machinery - 7.9%

             

Kennametal

  60,000       2,271,600  

Lincoln Electric Holdings

  70,000       4,982,600  

Pfeiffer Vacuum Technology

  30,000       2,403,245  

Woodward Governor

  50,000       3,397,500  
         
 
            13,054,945  
         
 
    SHARES     VALUE  

Metal Fabrication and Distribution - 11.5%

             

Dynamic Materials

  50,000     $ 2,945,000  

Metal Management

  120,000       5,463,600  

Reliance Steel & Aluminum

  100,000       5,420,000  

Schnitzer Steel Industries Cl. A

  75,000       5,184,750  
         
 
            19,013,350  
         
 

Total (Cost $17,434,403)

          35,790,895  
         
 

Industrial Services – 9.7%

             

Commercial Services - 6.6%

             

CRA International a,b

  60,000       2,856,600  

Corinthian Colleges a

  120,000       1,848,000  

Korn/Ferry International a,b

  100,000       1,882,000  

LECG Corporation a

  180,000       2,710,800  

Universal Technical Institute a

  100,100       1,701,700  
         
 
            10,999,100  
         
 

Food and Tobacco Processors - 2.0%

             

Sanderson Farms

  100,000       3,378,000  
         
 

Transportation and Logistics - 1.1%

             

Arkansas Best

  80,000       1,755,200  
         
 

Total (Cost $17,209,327)

          16,132,300  
         
 

Natural Resources – 26.7%

             

Energy Services - 9.0%

             

Ensign Energy Services

  240,000       3,708,394  

Pason Systems

  180,000       2,277,927  

Tesco Corporation a

  120,000       3,440,400  

Trican Well Service

  280,000       5,455,595  
         
 
            14,882,316  
         
 

Oil and Gas - 3.4%

             

Unit Corporation a

  120,000       5,550,000  
         
 

Precious Metals and Mining - 14.3%

             

Allied Nevada Gold

  250,000       1,557,500  

Endeavour Mining Capital

  500,000       4,478,444  

Fronteer Development Group a

  270,000       2,686,500  

Gammon Gold a,b

  250,000       2,002,500  

Ivanhoe Mines a,b

  350,000       3,755,500  

Pan American Silver a,b

  140,000       4,890,200  

Silver Standard Resources a,b

  120,000       4,383,600  
         
 
            23,754,244  
         
 

Total (Cost $29,901,858)

          44,186,560  
         
 

Technology – 6.2%

             

Semiconductors and Equipment - 2.3%

             

MKS Instruments a,b

  200,000       3,828,000  
         
 

Software - 1.0%

             

ManTech International Cl. A a,b

  39,953       1,750,741  
         
 

Telecommunications - 2.9%

             

ADTRAN

  75,000       1,603,500  

Foundry Networks a,b

  180,100       3,155,352  
         
 
            4,758,852  
         
 

Total (Cost $7,725,138)

          10,337,593  
         
 

TOTAL COMMON STOCKS

             

(Cost $109,557,508)

          146,276,183  
         
 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2007 Annual Report to Stockholders  |  51



Royce Focus Trust   December 31, 2007

     
  Schedule of Investments

    PRINCIPAL          
    AMOUNT     VALUE  

GOVERNMENT BONDS – 13.5%

             
(Principal Amount shown in local currency)              

Australia Government Bond

             

7.50% due 9/15/09

  $10,000,000     $ 8,871,705  

New Zealand Government Bond

             

6.00% due 7/15/08

  10,000,000       7,633,511  

South Africa Government Bond

             

10.00% due 2/28/09

  40,000,000       5,833,105  
         
 

TOTAL GOVERNMENT BONDS

             

(Cost $20,503,645)

          22,338,321  
         
 

REPURCHASE AGREEMENT – 13.1%

             
State Street Bank & Trust Company,              

4.00% dated 12/31/07, due 1/2/08,

             

maturity value $21,753,833 (collateralized

             

by obligations of various U.S. Government

             

Agencies, valued at $22,295,600)

             

(Cost $21,749,000)

          21,749,000  
         
 
          VALUE  

COLLATERAL RECEIVED FOR SECURITIES LOANED – 11.5%

             

Money Market Funds

             

State Street Navigator Securities Lending

             

Prime Portfolio (7 day yield-4.884%)

             

(Cost $19,094,783)

        $ 19,094,783  
         
 

TOTAL INVESTMENTS – 126.3%

             

(Cost $170,904,936)

          209,458,287  
               

LIABILITIES LESS CASH
AND OTHER ASSETS – (11.2)%

          (18,650,879 )
               

PREFERRED STOCK – (15.1)%

          (25,000,000 )
         
 
               

NET ASSETS APPLICABLE TO
COMMON STOCKHOLDERS – 100.0%

        $ 165,807,408  
         
 

a   Non-income producing.
b   All or a portion of these securities were on loan at December 31, 2007. Total market value of loaned securities at December 31, 2007 was $18,233,561.
  New additions in 2007.
 
    Bold indicates the Fund’s largest 20 equity holdings in terms of December 31, 2007 market value.
     
INCOME TAX INFORMATION: The cost of total investments for Federal income tax purposes was $176,890,888. At December 31, 2007, net unrealized appreciation for all securities was $32,567,399, consisting of aggregate gross unrealized appreciation of $37,689,840 and aggregate gross unrealized depreciation of $5,122,441. The primary differences in book and tax basis cost is the timing of the recognition of losses on securities sold and mark-to-market of Passive Foreign Investment Companies.



52  |  2007 Annual Report to Stockholders THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



Royce Focus Trust   December 31, 2007

     
  Statement of Assets and Liabilities

ASSETS:        
Investments at value (including collateral on loaned securities)*   $ 187,709,287  
Repurchase agreement (at cost and value)     21,749,000  
Cash and foreign currency     161  
Receivable for dividends and interest     700,935  
Prepaid expenses     15,778  

Total Assets

    210,175,161  

LIABILITIES:        
Payable for collateral on loaned securities     19,094,783  
Payable for investment advisory fee     164,400  
Preferred dividends accrued but not yet declared     33,333  
Accrued expenses     75,237  

Total Liabilities

    19,367,753  

PREFERRED STOCK:        

6.00% Cumulative Preferred Stock - $0.001 par value, $25 liquidation value per share; 1,000,000 shares outstanding

    25,000,000  

Total Preferred Stock

    25,000,000  

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS   $ 165,807,408  

ANALYSIS OF NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:        

Common Stock paid-in capital - $0.001 par value per share; 18,595,320 shares outstanding (100,000,000 shares authorized)

  $ 129,411,594  
Undistributed net investment income (loss)     (4,782,842 )

Accumulated net realized gain (loss) on investments and foreign currency

    2,653,204  

Net unrealized appreciation (depreciation) on investments and foreign currency

    38,558,785  
Preferred dividends accrued but not yet declared     (33,333 )

Net Assets applicable to Common Stockholders (net asset value per share - $8.92)

  $ 165,807,408  

*Investments at identified cost (including $19,094,783 of collateral on loaned securities)

  $ 149,155,936  
 Market value of loaned securities     18,233,561  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.   2007 Annual Report to Stockholders  |  53



Royce Focus Trust   Year Ended December 31, 2007

     
  Statement of Operations

INVESTMENT INCOME:        
Income:        

Interest*

  $ 3,118,847  

Dividends**

    1,154,342  

Securities lending

    20,273  

Total income

    4,293,462  

Expenses:        

Investment advisory fees

    2,003,117  

Stockholder reports

    66,356  

Custody and transfer agent fees

    55,042  

Professional fees

    41,410  

Directors’ fees

    27,688  

Administrative and office facilities expenses

    14,041  

Other expenses

    99,165  

Total expenses     2,306,819  
Compensating balance credits     (1,851 )

Net expenses     2,304,968  

Net investment income (loss)     1,988,494  

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

       

Net realized gain (loss) on investments and foreign currency

    29,154,418  

Net change in unrealized appreciation (depreciation) on investments and foreign currency

    (10,391,522 )

Net realized and unrealized gain (loss) on investments and foreign currency

    18,762,896  

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM INVESTMENT OPERATIONS

    20,751,390  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS     (1,500,000 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS

  $ 19,251,390  
         
  * Net of foreign withholding tax of $51,151.        
** Net of foreign withholding tax of $32,419.        

54  |  2007 Annual Report to Stockholders   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




Royce Focus Trust

 
  Statement of Changes in Net Assets
 
    Year ended   Year ended
    12/31/07   12/31/06
                 
INVESTMENT OPERATIONS:                
Net investment income (loss)   $ 1,988,494     $ 2,368,567  
Net realized gain (loss) on investments     29,154,418       20,546,074  

Net change in unrealized appreciation (depreciation) on investments and foreign currency

    (10,391,522 )     1,820,291  

Net increase (decrease) in net assets resulting from investment operations

    20,751,390       24,734,932  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:                
Net investment income     (331,350 )     (187,800 )

Net realized gain on investments and foreign currency

    (1,168,650 )     (1,312,200 )

Total distributions to Preferred Stockholders     (1,500,000 )     (1,500,000 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS

    19,251,390       23,234,932  

DISTRIBUTIONS TO COMMON STOCKHOLDERS:                
Net investment income     (7,385,265 )     (2,950,803 )

Net realized gain on investments and foreign currency

    (26,047,361 )     (20,617,913 )

Total distributions to Common Stockholders     (33,432,626 )     (23,568,716 )

CAPITAL STOCK TRANSACTIONS:                

Reinvestment of distributions to Common Stockholders

    21,421,393       15,657,293  

Total capital stock transactions     21,421,393       15,657,293  

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS

    7,240,157       15,323,509  

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:                

Beginning of period

    158,567,251       143,243,742  

  End of period (including undistributed net investment income (loss) of $(4,782,842) at 12/31/07 and $(517,355) at 12/31/06)

  $ 165,807,408     $ 158,567,251  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.   2007 Annual Report to Stockholders  |  55




Royce Focus 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 December 31,
   
    2007     2006     2005     2004     2003  

NET ASSET VALUE, BEGINNING OF PERIOD     $9.75       $9.76       $9.75       $9.00       $6.27  

INVESTMENT OPERATIONS:                                        

Net investment income (loss)

    0.15       0.16       0.06       0.02       0.08  

Net realized and unrealized gain (loss) on investments and foreign currency

    1.12       1.50       1.44       2.63       3.57  

Total investment operations

    1.27       1.66       1.50       2.65       3.65  

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:                                        

Net investment income

    (0.02 )     (0.01 )     (0.01 )     (0.00 )     (0.02 )

Net realized gain on investments and foreign currency

    (0.07 )     (0.09 )     (0.11 )     (0.15 )     (0.14 )

Total distributions to Preferred Stockholders

    (0.09 )     (0.10 )     (0.12 )     (0.15 )     (0.16 )

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON

                                       

STOCKHOLDERS RESULTING FROM INVESTMENT OPERATIONS

    1.18       1.56       1.38       2.50       3.49  

DISTRIBUTIONS TO COMMON STOCKHOLDERS:                                        

Net investment income

    (0.44 )     (0.20 )     (0.06 )     (0.02 )     (0.06 )

Net realized gain on investments and foreign currency

    (1.57 )     (1.37 )     (1.15 )     (1.72 )     (0.56 )

Total distributions to Common Stockholders

    (2.01 )     (1.57 )     (1.21 )     (1.74 )     (0.62 )

CAPITAL STOCK TRANSACTIONS:                                        

Effect of reinvestment of distributions by Common Stockholders

    (0.00 )     (0.00 )     (0.03 )     (0.01 )     (0.03 )

Effect of rights offering and Preferred Stock offering

                (0.13 )           (0.11 )

Total capital stock transactions

    (0.00 )     (0.00 )     (0.16 )     (0.01 )     (0.14 )

NET ASSET VALUE, END OF PERIOD     $8.92       $9.75       $9.76       $9.75       $9.00  

MARKET VALUE, END OF PERIOD     $8.97       $10.68       $9.53       $10.47       $8.48  

TOTAL RETURN (a):                                        
Market Value     3.02 %     30.50 %     3.03 %     47.26 %     63.98 %
Net Asset Value     12.22 %     16.33 %     13.31 %     29.21 %     54.33 %

RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:

                                       
Total expenses (b,c)     1.31 %     1.36 %     1.48 %     1.53 %     1.57 %

Management fee expense

    1.14 %     1.16 %     1.21 %     1.27 %     1.14 %

Other operating expenses

    0.17 %     0.20 %     0.27 %     0.26 %     0.43 %
Net investment income (loss)     1.13 %     1.54 %     0.63 %     0.24 %     1.07 %
SUPPLEMENTAL DATA:                                        
Net Assets Applicable to Common Stockholders,                                        

End of Period (in thousands)

    $165,807       $158,567       $143,244       $105,853       $87,012  
Liquidation Value of Preferred Stock,                                        

End of Period (in thousands)

    $25,000       $25,000       $25,000       $25,000       $25,000  
Portfolio Turnover Rate     62 %     30 %     42 %     52 %     49 %
PREFERRED STOCK:                                        
Total shares outstanding     1,000,000       1,000,000       1,000,000       1,000,000       1,000,000  
Asset coverage per share     $190.81       $183.57       $168.24       $130.85       $112.01  
Liquidation preference per share     $25.00       $25.00       $25.00       $25.00       $25.00  
Average market value per share (d):                                        

6.00% Cumulative

    $24.37       $24.98       $25.38       $24.83       $25.45  

7.45% Cumulative

                            $25.53  

(a)   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 reported. Dividends and distributions, if any, 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 and sale dates instead of market value.
(b)   Expense ratios based on total average net assets including liquidation value of Preferred Stock were 1.15%, 1.17%, 1.22%, 1.21% and 1.20% for the years ended December 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(c)   Expense ratios based on average net assets applicable to Common Stockholders: before waiver of fees by the investment adviser would have been 1.73% for the year ended December 31, 2003; before waiver of fees and earnings credits would have been 1.32%, 1.36%, 1.48%, 1.53% and 1.73% for the years ended December 31, 2007, 2006, 2005, 2004 and 2003, respectively.
(d)   The average of month-end market values during the period that the Preferred Stock was outstanding.

56  |  2007 Annual Report to Stockholders   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



Royce Focus Trust


 
Notes to Financial Statements
 

Summary of Significant Accounting Policies:

Royce Focus Trust, Inc. (“the Fund”) is a diversified closed-end investment company. The Fund commenced operations on March 2, 1988 and Royce & Associates, LLC (“Royce”) assumed investment management responsibility for the Fund on November 1, 1996.

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.

 
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 bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price. Securities for which market quotations are not readily available are valued at their fair value under procedures established by the Fund’s Board of Directors. 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 price of securities used by the Fund may differ from quoted or published prices for the same security. Bonds and other fixed income securities may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. Investments in money market funds are valued at net asset value per share.

 
Foreign Currency:

The Fund values its non-U.S. securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. The effects of changes in foreign exchange rates on investments and other assets and liabilities are included with net realized and unrealized gains and losses on investments.

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, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books, and the U.S. dollar equivalent of the

amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.

 
Investment Transactions and Related Investment Income:

Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of the securities received. Interest income is recorded on an accrual basis. Premium and discounts on debt securities are amortized using the effective yield to maturity method. Realized gains and losses from investment transactions are determined on the basis of identified cost for book and tax purposes.

 
Expenses:

The Fund incurs direct and indirect expenses. Expenses directly attributable to the Fund are charged to the Fund’s operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Allocated personnel and occupancy costs related to The Royce Funds are included in administrative and office facilities expenses. The Fund has adopted a deferred fee agreement that allows the Directors to defer the receipt of all or a portion of Directors’ Fees otherwise payable. The deferred fees are invested in certain Royce Funds until distributed in accordance with the agreement.

 
Compensating Balance Credits:

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

 
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 “Income Tax Information”.

 
Distributions:

The Fund currently has a policy of paying quarterly distributions on the Fund’s Common Stock. Distributions are currently being made at the annual rate of 5% 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 1.25% of the rolling average or the distribution required by IRS regulations. Distributions to Preferred Stockholders are accrued daily and paid quarterly and distributions to Common Stockholders are recorded on ex-dividend date. The Fund is required to allocate long-term capital gain distributions and other types of income proportionately to distributions made to holders of shares of Common Stock and Preferred Stock. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital.

2007 Annual Report to Stockholders  |  57



Royce Focus Trust


 
Notes to Financial Statements (continued)
 

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 basis 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.

 
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 the underlying securities.

 
Securities Lending:

The Fund loans securities to qualified institutional investors for the purpose of realizing additional income. Collateral on all securities loaned for the Fund is accepted in cash and cash equivalents and invested temporarily by the custodian. The collateral is equal to at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day.

 
Recent Accounting Pronouncements:

The Fund adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on June 29, 2007. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. There was no material impact to the financial statements or disclosures thereto as a result of the adoption of this pronouncement.

FASB Statement of Financial Accounting Standard No. 157, “Fair Value Measurement” (“FAS 157”), provides enhanced guidance for using fair value to measure assets and liabilities. The standard requires companies to provide expanded information about the assets and liabilities measured at fair value and the potential effect of these fair valuations on an entity’s financial performance. Adoption of FAS 157 is required for fiscal years beginning after November 15, 2007. The standard is not expected to materially impact the amounts reported in the Fund’s financial statements, however, additional disclosures will be required in subsequent reports.

Capital Stock:

The Fund issued 2,332,768 and 1,587,885 shares of Common Stock as reinvestment of distributions by Common Stockholders for the years ended December 31, 2007 and 2006, respectively.

At December 31, 2007, 1,000,000 shares of 6.00% Cumulative Preferred Stock were outstanding. Commencing October 17, 2008 and thereafter, the Fund, at its option, may redeem the Cumulative Preferred Stock, in whole or in part, at the redemption price. The Cumulative Preferred Stock is classified outside of permanent equity (net assets applicable to Common Stockholders) in the accompanying financial statements in accordance with Emerging Issues Task Force (EITF) Topic D-98, Classification and Measurement of Redeemable Securities, that requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity to the extent that the redemption is at a fixed or determinable price and at the option of the holder or upon the occurrence of an event that is not solely within the control of the issuer.

The Fund is required to meet certain asset coverage tests with respect to the Cumulative Preferred Stock as required by the 1940 Act. In addition, pursuant to the Rating Agency Guidelines established by Moody’s, the Fund is required to maintain a certain discounted asset coverage. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Cumulative Preferred Stock at a redemption price of $25.00 per share, plus an amount equal to the accumulated and unpaid dividends, whether or not declared on such shares, in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to Common Stockholders and could lead to sales of portfolio securities at inopportune times. The Fund has met these requirements since issuing the Cumulative Preferred Stock.

 
Investment Advisory Agreement:

The Investment Advisory Agreement between Royce and the Fund provides for fees to be paid at an annual rate of 1.0% of the Fund’s average daily net assets applicable to Common Stockholders plus the liquidation value of Preferred Stock. Royce has voluntarily committed to waive the portion of its investment advisory fee attributable to an issue of the Fund’s Preferred Stock for any month in which the Fund’s average annual NAV total return since issuance of the Preferred Stock fails to exceed the applicable Preferred Stock’s dividend rate. For the year ended December 31, 2007, the Fund accrued and paid Royce advisory fees totaling $2,003,117.

58  |  2007 Annual Report to Stockholders



Royce Focus Trust


 
Notes to Financial Statements (continued)
 

Distributions to Stockholders:

The tax character of distributions paid to stockholders during 2007 and 2006 was as follows:



  Distributions paid from:     2007     2006  
  Ordinary income   $ 8,488,626   $ 4,915,975  
  Long-term capital gain     26,444,000     20,152,741  
   

      $ 34,932,626   $ 25,068,716  

As of December 31, 2007, the tax basis components of distributable earnings included in stockholders’ equity were as follows:


  Undistributed net investment income   $ 1,409,092    
  Undistributed long-term capital gain     2,447,222    
  Unrealized appreciation     32,572,833    
  Accrued preferred distributions     (33,333 )  
   

      $ 36,395,814    


The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral on wash sales and the unrealized gains on investments in Passive Foreign Investment Companies.
For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book / tax differences. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences and different characterization of distributions made by the Fund. For the year ended December 31, 2007, the Fund recorded the following permanent reclassifications, which relate primarily to the current net operating losses. Results of operations and net assets were not affected by these reclassifications.


  Undistributed     Accumulated      
  Net Investment     Net Realized   Paid-in  
  Income     Gain (Loss)   Capital  
 

   

 

 
  $1,462,634     $(1,427,470)   $(35,164)  


Purchases and Sales of Investment Securities:

For the year ended December 31, 2007, the cost of purchases and proceeds from sales of investment securities, other than short-term securities and collateral received for securities loaned, amounted to $99,118,411 and $98,707,884, respectively.


2007 Annual Report to Stockholders  |  59



Royce Focus Trust


 
Report of Independent Registered Public Accounting Firm
 

To the Board of Directors and Stockholders of
Royce Focus Trust, Inc.
New York, New York

We have audited the accompanying statement of assets and liabilities of Royce Focus Trust, Inc. (“Fund”) including the schedule of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2007 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Royce Focus Trust, Inc. as of December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

    TAIT, WELLER & BAKER LLP
     
Philadelphia, Pennsylvania    
February 22, 2008    

60  |  2007 Annual Report to Stockholders



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This Page Left Intentionally Blank
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




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, 2007, 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, 2007 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. The Funds invest primarily in securities of micro-, small- and mid-cap companies, that may involve considerably more risk than investments of larger-cap companies. All publicly released material information is always disclosed by the Funds on the website at www.roycefunds.com.
      Standard deviation is a statistical measure within which a fund’s total returns have varied over time. The greater the standard deviation, the greater a fund’s volatility.
      The Russell 2000 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 indices consist of the respective value and growth stocks within the Russell 2000 as determined by Russell Investments. The S&P 500 and S&P SmallCap 600 are indices of U.S. large- and small-cap stocks, respectively, selected by Standard & Poor’s based on market size, liquidity and industry grouping, among other factors. The Nasdaq Composite is an index of the more than 3,000 common equities listed on the Nasdaq stock exchange. Returns for the market indices used in this Review and Report were based on information supplied to Royce by Russell Investments and Morningstar. Royce has not independently verified the above described information. The Royce Funds is a service mark of The Royce Funds.
   
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.
   
   
62  |  2007 Annual Report to Stockholders
This Review and Report uses words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements for any reason.
The Royce Funds have based the forward-looking statements included in this Review and Report on information available to us on the date of the report, and we assume no obligation to update any such forward-looking statements. Although The Royce Funds undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make through future stockholder communications or reports.
 
Authorized Share Transactions
Royce Value Trust, Royce Micro-Cap Trust and Royce Focus Trust may each repurchase up to 5% of the issued and outstanding shares of its respective common stock and up to 10% of the issued and outstanding shares of its respective preferred stock during the year ending December 31, 2008. 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, and preferred stock repurchases would be effected at a price per share that is less than the share’s liquidation value.
     Royce Value Trust, Royce Micro-Cap Trust and Royce Focus Trust are also authorized to offer their common stockholders an opportunity to subscribe for additional shares of their common stock through rights offerings at a price per share that may be less than the share’s then current net asset value. The timing and terms of any such offerings are within each Board’s discretion.
 
Annual Certifications
As required, the Funds have submitted to the New York Stock Exchange (“NYSE”) for Royce Value Trust and Royce Micro-Cap Trust and to Nasdaq for Royce Focus Trust, respectively, the annual certification of the Funds’ Chief Executive Officer that he is not aware of any violation of the NYSE’s or Nasdaq’s Corporate Governance 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, 2007, filed with the Securities and Exchange Commission.





     
  Proxy Voting  
 
A copy of the policies and procedures that The Royce Funds use to determine how to vote proxies relating to portfolio securities and information regarding how each of The Royce Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, on the Royce Funds’ website at www.roycefunds.com, by calling 1-800-221-4268 (toll-free) and on the website of the Securities and Exchange Commission (“SEC”), at www.sec.gov.
 
     
  Form N-Q Filing  
 
The Funds file their complete schedules of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on The Royce Funds’ website at www.roycefunds.com and on the SEC’s website at www.sec.gov. The Funds’ Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-800-732-0330. The Funds’ complete schedules of investments are updated quarterly, and are available at www.roycefunds.com.
 

Royce Value Trust, Inc.
At the 2007 Annual Meeting of Stockholders held on September 27, 2007, the Fund’s stockholders elected five Directors, consisting of:


    VOTES FOR   VOTES WITHHELD  

*Mark R. Fetting

  61,717,604   671,331  

*Richard M. Galkin

  61,661,286   727,649  

*Arthur S. Mehlman

  61,671,315   717,620  

**William L. Koke

  8,016,585   96,279  

**David L. Meister

  8,021,286   91,578  

   *Common Stock and Preferred Stock voting together as a single class.
  **Preferred Stock voting as a separate class.

Royce Micro-Cap Trust, Inc.
At the 2007 Annual Meeting of Stockholders held on September 27, 2007, the Fund’s stockholders elected five Directors, consisting of:


    VOTES FOR   VOTES WITHHELD  

*Mark R. Fetting

  23,686,138   254,671  

*Richard M. Galkin

  23,660,133   280,676  

*Arthur S. Mehlman

  23,668,200   272,609  

**William L. Koke

  2,222,960   36,866  

**David L. Meister

  2,218,705   41,121  

   *Common Stock and Preferred Stock voting together as a single class.
  **Preferred Stock voting as a separate class.

Royce Focus Trust, Inc.
At the 2007 Annual Meeting of Stockholders held on September 27, 2007, the Fund’s stockholders elected five Directors, consisting of:


    VOTES FOR   VOTES WITHHELD  

*Mark R. Fetting

  14,233,685   120,839  

*Richard M. Galkin

  14,231,985   122,539  

*Arthur S. Mehlman

  14,232,588   121,936  

**Stephen L. Isaacs

  929,145   5,150  

**David L. Meister

  929,345   4,950  

   *Common Stock and Preferred Stock voting together as a single class.
  **Preferred Stock voting as a separate class.
2007 Annual Report to Stockholders  |  63



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Postscript: Survival of the Fittest? It’s Not All Relative.


At the heart of every reality show—certainly every successful one—lies a competition. Often, the contest pits people against each other in a situation in which no contestant has any expertise, sometimes partnering them, as on Dancing With The Stars, with someone who does. On Survivor, of course, the formula relies on something like a slightly stage-managed version of Lord of the Flies re-written for a grown-up, though not necessarily mature, cast of characters. The Apprentice has featured earnest young business professionals—and more recently celebrities—competing to impress Donald Trump and in the process learn lessons about The American Way of Doing Business that apparently only Mr. Trump can impart.

 

than a season’s worth of 22 first-run episodes. ‘Victorious’ portfolio managers are often themselves treated as quasi-celebrities in fawning magazine or television profiles.
     We’re not immune to the temptations of seeing similarities to our work and the typical reality show. If anything, plunging stock prices have encouraged even more in-house comparisons to what we do and what goes on during a season of Survivor. As patient value investors who believe that we do some of our best work when stock prices are falling, we like that program’s emphasis on making it through adversity. There’s also less glitz and self-congratulation, which we also enjoy.

     Regardless of the format, winning at any cost remains the goal, preferably with a generous dose of backstabbing, betrayal and tears along the path to victory. Having very good-looking participants doesn’t hurt, either, making it somewhat obvious that for many reality TV stars, the real goal is celebrity. A well-received stint on a reality series can mean the beginning (or the resumption) of a career devoted to endeavors that traffic in the more explicitly fictional fare of movies and traditional TV. (And if American Idol has taught us anything, it’s that being eliminated from the contest is no bar to future success. Even if one falls well short of the requisite 15-minute allotment, being famous is often one well-publicized, wildly off-key performance away.)

   

     Yet even in Survivor, there are plenty of elements that do not really fit with our work. For example, we have often made use of “time arbitrage,” in which we look for situations where a company’s declining stock price has been decoupled from its intrinsic value. This is important for us because we seek absolute value in the stocks that we buy, as well as in the performance that we hope to produce. There is no contest for us in these searches. In other words, we are not looking at companies that look good compared to their peers, or that possess financial characteristics that are bigger/better/faster etc. than others in a similar business. Potential portfolio selections must survive on their own merits.

     Of course, there’s nothing new about people willing to publicly embarrass themselves for fun and profit of one sort or another. That element is not what we find interesting in the ongoing popularity of reality TV. What’s intriguing to us is how readily mutual fund management lends itself to reality-TV analogies. Mutual fund performance is often discussed in a similar, short-term, winner-take-all context. The emphasis in many accounts of successful portfolio performance—whether a fund’s own or in the media—sits squarely on the idea of winners and losers, occasionally over a time period no longer

 

Our goal is strong absolute performance over full market cycles and other long-term periods. ‘Winning’ the performance ‘battle’ would be wonderful, but our true objective lies elsewhere, where our only opponent is the absolute criteria that we long ago established for ourselves.

 

     The same ethos governs our performance standards. We certainly have no qualms about any of The Royce Funds outperforming either their respective benchmark index or their similarly managed peers. However, our goal is strong absolute performance over full market cycles and other long-term periods. ‘Winning’ the performance ‘battle’ would be wonderful, but our true objective lies elsewhere, where our only opponent is the absolute criteria that we long ago established for ourselves.
     Still, we’re all really excited about the return of American Gladiators.


This page is not part of the 2007 Annual Report to Stockholders




 
 
   
   
   
   
   
   
   
 


Wealth Of Experience
With approximately $30 billion in open- and closed-end fund assets under management, Royce & Associates is committed to the same small-company investing principles that have served us well for more than 30 years. Charles M. Royce, our Chief Investment Officer, enjoys one of the longest tenures of any active mutual fund manager. Royce’s investment staff includes 12 Portfolio Managers, as well as nine assistant portfolio managers and analysts, and seven traders.


Multiple Funds, Common Focus
Our goal is to offer both individual and institutional investors the best available small-cap value portfolios. Unlike a lot of mutual fund groups with broad product offerings, we have chosen to concentrate on small-company value investing by providing investors with a range of funds that take full advantage of this large and diverse sector.


Consistent Discipline
Our approach emphasizes paying close attention to risk and maintaining the same discipline, regardless of market movements and trends. The price we pay for a security must be significantly below our appraisal of its current worth. This requires a thorough analysis of the financial and business dynamics of an enterprise, as though we were purchasing the entire company.


Co-Ownership Of Funds
It is important that our employees and shareholders share a common financial goal; our officers, employees and their families currently have approximately $123 million invested in The Royce Funds.
   
           
   
  General Information   Advisor Services    
  Additional Report Copies   For Fund Materials, Performance Updates,    
  and Fund Inquiries   Account Inquiries    
  (800) 221-4268   (800) 33-ROYCE (337-6923)    
           
           
  Computershare   Broker/Dealer Services    
  Transfer Agent and Registrar   For Fund Materials and Performance Updates    
  (800) 426-5523   (800) 59-ROYCE (597-6923)  
         
         
         
 
www.roycefunds.com
 
 
   
   






 
   
   
   
   
TheRoyceFunds
CE-REP-1207  
   
   
   
   




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 was designated by the Board of Directors as the Registrant’s Audit Committee Financial Expert, effective April 15, 2004. Mr. Mehlman is “independent” as defined under Item 3 of Form N-CSR.

   
Item 4: Principal Accountant Fees and Services.
     
(a)   Audit Fees:
    Year ended December 31, 2007 - $35,500
    Year ended December 31, 2006 - $34,000
     
(b)   Audit-Related Fees:
    Year ended December 31, 2007 - $1,500 – Preparation of reports to rating agency for Preferred Stock
    Year ended December 31, 2006 - $1,500 – Preparation of reports to rating agency for Preferred Stock
     
(c)   Tax Fees:
    Year ended December 31, 2007 - $6,000 - Preparation of tax returns
    Year ended December 31, 2006 - $5,000 - Preparation of tax returns
     
(d)   All Other Fees:
    Year ended December 31, 2007 - $0
    Year ended December 31, 2006 - $0
     

(e)(1)     Annual Pre-Approval: On an annual basis, the Registrant’s independent auditor submits to the Audit Committee a schedule of proposed audit, audit-related, tax and other non-audit services to be rendered to the Registrant and/or investment adviser(s) for the following year that require pre-approval by the Audit Committee. This schedule provides a description of each type of service that is expected to require pre-approval and the maximum fees that can be paid for each such service without further Audit Committee approval. The Audit Committee then reviews and determines whether to approve the types of scheduled services and the projected fees for them. Any subsequent revision to already pre-approved services or fees (including fee increases) are presented for consideration at the next regularly scheduled Audit Committee meeting, as needed.

 

              If subsequent to the annual pre-approval of services and fees by the Audit Committee, the Registrant or one of its affiliates determines that it would like to engage the Registrant’s independent auditor to perform a service not already pre-approved, the request is to be submitted to the Registrant’s Chief Financial Officer, and if he or she determines that the service fits within the independence guidelines (e.g., it is not a prohibited service), he or she will then arrange for a discussion of the proposed service and fee to be included on the agenda for the next regularly scheduled Audit Committee meeting so that pre-approval can be considered.

 

              Interim Pre-Approval: If, in the judgment of the Registrant’s Chief Financial Officer, a proposed engagement needs to commence before the next regularly scheduled Audit Committee meeting, he or she shall submit a written summary of the proposed engagement to all members of the Audit Committee, outlining the services, the estimated maximum cost, the category of the services (e.g., audit, audit-related, tax or other) and the rationale for engaging the Registrant’s independent auditor to perform the services. To the extent the proposed engagement involves audit, audit-related or tax services, any individual member of the Audit Committee who is an independent Board member is authorized to pre-approve the engagement. To the extent the proposed engagement involves non-audit services other than audit-related or tax, the Chairman of the Audit Committee is authorized to pre-approve the engagement. The Registrant’s Chief Financial Officer will arrange for this interim review and





coordinate with the appropriate member(s) of the Committee. The independent auditor may not commence the engagement under consideration until the Registrant’s Chief Financial Officer has informed the auditor in writing that pre-approval has been obtained from the Audit Committee or an individual member who is an independent Board member. The member of the Audit Committee who pre-approves any engagements in between regularly scheduled Audit Committee meetings is to report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next regularly scheduled meeting.

     
(e)(2)   Not Applicable
     
(f)   Not Applicable
     
(g)   Year ended December 31, 2007 - $7,500
    Year ended December 31, 2006 - $6,500
     
(h)   No such services were rendered during 2007 or 2006.
     

Item 5: 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. Donald R. Dwight, Richard M. Galkin, Stephen L. Isaacs, William L. Koke, Arthur S. Mehlman, David L. Meister and G. Peter O’Brien are members of the Registrant’s audit committee.

Item 6: Not Applicable.
     
Item 7:    
     
    June 5, 2003
    As amended on April 14, 2005,
    February 28, 2006, March 12, 2007
    and May 14, 2007
     
Royce & Associates Proxy Voting Guidelines and Procedures
 
 

These procedures apply to Royce & Associates, LLC (“Royce”) and all funds and other client accounts for which it is responsible for voting proxies, including all open and closed-end registered investment companies (“The Royce Funds”), limited partnerships, limited liability companies, separate accounts, other accounts for which it acts as investment adviser and any accounts for which it acts as sub-adviser that have delegated proxy voting authority to Royce. The Boards of Trustees/Directors of The Royce Funds (the “Boards”) have delegated all proxy voting decisions to Royce subject to these policies and procedures.

 

Receipt of Proxy Material. Under the continuous oversight of the Head of Administration or his designee is responsible for monitoring receipt of all proxies and ensuring that proxies are received for all securities for which Royce has proxy voting responsibility. All proxy materials are logged in upon receipt by Royce’s Librarian

 

Voting of Proxies. Once proxy material has been logged in by Royce’s Librarian, it is then promptly reviewed by the designated Administrative Assistant to evaluate the issues presented. Regularly recurring matters are usually voted as recommended by the issuer’s board of directors or “management.” The Head of Administration or his designee, in consultation with the Chief Investment Officer, develops and updates a list of matters Royce treats as “regularly recurring” and is responsible for ensuring that the designated Administrative Assistant has an up-to-date list of these matters at all times, including instructions from Royce’s Chief Investment Officer on how to vote on those matters on behalf of Royce clients. Examples of “regularly recurring” matters include non-contested elections of directors and non-contested approval of independent auditors. Non-“regularly recurring” matters are brought to the attention of the portfolio manager(s) for the account(s) involved by the designated Administrative Assistant, and, after giving some consideration to advisories from “Proxy Master” (a service provided by Institutional Shareholder Services), the portfolio manager directs that such matters be voted in a way that he or she believes should better protect or enhance the value of the investment. If the portfolio manager determines that information concerning any proxy requires analysis, is missing or incomplete, he or she then gives the proxy to an analyst or another portfolio manager for review and analysis.

 




  a.

     From time to time, it is possible that one Royce portfolio manager will decide (i) to vote shares held in client accounts he or she manages differently from the vote of another Royce portfolio manager whose client accounts hold the same security or (ii) to abstain from voting on behalf of client accounts he or she manages when another Royce portfolio manager is casting votes on behalf of other Royce client accounts.

     
   

The designated Administrative Assistant reviews all proxy votes collected from Royce’s portfolio managers prior to such votes being cast. If any difference exists among the voting instructions given by Royce’s portfolio managers, as described above, the designated Administrative Assistant then presents these proposed votes to the Head of Administration or his designee and the Chief Investment Officer. The Chief Investment Officer, after consulting with the relevant portfolio managers, either reconciles the votes or authorizes the casting of differing votes by different portfolio managers. The Head of Administration or his designee maintains a log of all votes for which different portfolio managers have cast differing votes, that describes the rationale for allowing such differing votes and contains the initials of both the Chief Investment Officer and Head of Administration or his designee allowing such differing votes. The Head of Administration or his designee performs a weekly review of all votes cast by Royce to confirm that any conflicting votes were properly handled in accordance with the above-described procedures.

     
  b.

     There are many circumstances that might cause Royce to vote against an issuer’s board of directors or “management” proposal. These would include, among others, excessive compensation, unusual management stock options, preferential voting and poison pills. The portfolio managers decide these issues on a case-by-case basis as described above.

     
  c.

     A portfolio manager may, on occasion, determine to abstain from voting a proxy or a specific proxy item when he or she concludes that the potential benefit of voting is outweighed by the cost, when it is not in the client account’s best interest to vote.

     
  d.      When a client has authorized Royce to vote proxies on its behalf, Royce will generally not accept instructions from the clients regarding how to vote proxies.
     
  e.

     If a security is on loan under The Royce Funds’ Securities Lending Program with State Street Bank and Trust Company (“Loaned Securities”), the Head of Administration or his designee will recall the Loaned Securities and request that they be delivered within the customary settlement period after the notice, to permit the exercise of their voting rights if the number of shares of the security on loan would have a material effect on The Royce Funds’ voting power at the up-coming stockholder meeting. A material effect is defined as any case where the Loaned Securities are 1% or more of a class of a company’s outstanding equity securities. Monthly, the Head of Administration or his designee will review the summary of this activity by State Street. A quarterly report detailing any exceptions that occur in recalling Loaned Securities will be given to the Boards.


Custodian banks are authorized to release all shares held for Royce client account portfolios to Automated Data Processing Corporation (“ADP”) for voting, utilizing ADP’s “Proxy Edge” software system. Substantially all portfolio companies utilize ADP to collect their proxy votes. However, for the limited number of portfolio companies that do not utilize ADP, Royce attempts to register at least a portion of its clients holdings as a physical shareholder in order to ensure its receipt of a physical proxy.

 

Under the continuous oversight of the Head of Administration or his designee, the designated Administrative Assistant is responsible for voting all proxies in a timely manner. Votes are returned to ADP using Proxy Edge as ballots are received, generally two weeks before the scheduled meeting date. The issuer can thus see that the shares were voted, but the actual vote cast is not released to the company until 4pm on the day before the meeting. If proxies must be mailed, they go out at least ten business days before the meeting date.

 

Conflicts of Interest.   The designated Administrative Assistant reviews reports generated by Royce’s portfolio management system (“Quest PMS”) that set forth by record date, any security held in a Royce client account which is issued by a (i) public company that is, or a known affiliate of which is, a separate account client of Royce (including sub-advisory relationships), (ii) public company, or a known affiliate of a public company, that has invested in a privately-offered pooled vehicle managed by Royce or (iii) public company, or a known affiliate of a




public company, by which the spouse of a Royce employee or an immediate family member of a Royce employee living in the household of such employee is employed, for the purpose of identifying any potential proxy votes that could present a conflict of interest for Royce. The Head of Administration or his designee develops and updates the list of such public companies or their known affiliates which is used by Quest PMS to generate these daily reports. This list also contains information regarding the source of any potential conflict relating to such companies. Potential conflicts identified on the “conflicts reports” are brought to the attention of the Head of Administration or his designee by the designated Administrative Assistant, who then reviews them to determine if business or personal relationships exist between Royce, its officers, managers or employees and the company that could present a material conflict of interest. Any such identified material conflicts are voted by Royce in accordance with the recommendation given by an independent third party research firm (Institutional Shareholder Services). The Head of Administration or his designee maintains a log of all such conflicts identified, the analysis of the conflict and the vote ultimately cast. Each entry in this log is signed by the Chief Investment Officer before the relevant votes are cast.

 

Recordkeeping.    A record of the issues and how they are voted is stored in the Proxy Edge system. Copies of all physically executed proxy cards, all proxy statements and any other documents created or reviewed that are material to making a decision on how to vote proxies are retained in the Company File maintained by Royce’s Librarian.

 
Item 8. (a)(1)  Portfolio Managers of Closed-End Management Investment Companies (information as of December 31, 2007)

Name

Title

Length of Service

Principal Occupation(s) During Past 5 Years

Charles M. Royce

President and member of the Board of Directors of the Registrant

Since 1986

President, Chief Investment Officer and member of the Board of Managers of Royce & Associates, LLC (“Royce”), investment adviser to the Registrant, Royce Focus Trust, Inc., Royce Micro-Cap Trust, Inc. (“RMT”), The Royce Fund and Royce Capital Fund (collectively, “The Royce Funds”).

Chris Flynn

Assistant Portfolio Manager*

Since April 1, 2007

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

Michael Hveem

Assistant Portfolio Manager*

Since April 1, 2007

Assistant Portfolio Manager of the Registrant (since April 1, 2007); Assistant Portfolio Manager at Royce (since April 1, 2007); and Senior Analyst at Royce (since 1999).

David Nadel

Assistant Portfolio Manager*

Since April 1, 2007

Assistant Portfolio Manager of the Registrant (since April 1, 2007); Portfolio Manager and Senior Analyst at Royce ( since 2006); Senior Portfolio Manager at Neuberger Berman Inc. (2004-2006); and Senior Analyst at Pequot Capital Management, Inc. (2001-2003).

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



(a)(2) Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest (information as of December 31, 2007)
 

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

14

$16,800,519,455

5

$1,823,114,279

 

Private pooled investment vehicles

3

$65,162,000

3

$65,162,000

 

Other accounts*

12

$65,716,595

-

-

           

Chris Flynn

         
 

Registered investment companies

4

$7,440,171,770

2

$1,796,144,841

 

Private pooled investment vehicles

0

-

-

-

 

Other accounts*

0

-

-

-

           

Michael Hveem

         
 

Registered investment companies

1

$1,404,669,325

1

$1,404,669,325

 

Private pooled investment vehicles

0

-

-

-

 

Other accounts*

0

-

-

-

           

David Nadel

         
 

Registered investment companies

5

$2,363,387,736

2

$1,410,454,951

 

Private pooled investment vehicles

0

-

-

-

 

Other accounts*

0

-

-

-

*Other accounts include all other accounts managed by the Portfolio Manager in either a professional or personal capacity except for personal accounts subject to pre-approval and reporting requirements under the Registrant’s Rule 17j-1 Code of Ethics.
 
Conflicts of Interest
           The fact that a Portfolio Manager has day-to-day management responsibility for more than one client account may create actual, potential or only apparent conflicts of interest. For example, the Portfolio Manager may have an opportunity to purchase securities of limited availability. In this circumstance, the Portfolio Manager is expected to review each account’s investment guidelines, restrictions, tax considerations, cash balances, liquidity needs and other factors to determine the suitability of the investment for each account and to ensure that his 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 Bonus and the Portfolio Managers also receive a “Partners Pool” participation or a Firm Bonus based on revenues (adjusted for certain imputed expenses) generated by Royce. In addition, Charles M. Royce receives a bonus 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 the 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 Royce Funds 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 Portfolio Manager has day-to-day management responsibilities. Except as described below, no Portfolio Manager’s compensation is tied to performance fees earned by Royce for the management of any one client account. Although bonuses and other compensation derived from Royce revenues and profits are impacted to some extent, the impact is relatively minor given the small percentage or Royce firm assets under management for which Royce received performance-measured compensation. Notwithstanding the above, the Performance Bonus 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 that Fund relative to its benchmark index. In addition, three other registered investment company accounts managed by Mr. Royce, Royce Select Fund I, Royce Select Fund II and Royce SMid-Cap Select Fund, each pay Royce a performance-based fee.
 
           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 shareholders’ interests). Royce generally does not permit its Portfolio Managers to purchase small- or micro-cap securities in their personal investment portfolios.
 
           Royce and The Royce Funds have adopted certain compliance procedures which are designed to address the above-described types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 
(a)(3) Description of Portfolio Manager Compensation Structure (information as of December 31, 2007)



           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, a Performance Bonus (generally the largest element of each Portfolio Manager’s compensation, with the exception of Charles M. Royce), a “Partners Pool” participation 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 bonuses. 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 Portfolio Manager’s experience and responsibilities.
   
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PERFORMANCE BONUS. Each Portfolio Manager receives a quarterly Performance Bonus that is either asset-based, or revenue based and therefore in part based on the value of the accounts’ net assets, determined with reference to each of the registered investment company and other client accounts they are managing. The revenue used to determine the quarterly performance bonus received by Charles M. Royce that relates to each of the Registrant and RMT are performance-based fee revenues. For all Portfolio Managers, except as described below, the Performance Bonus applicable to the registered investment company accounts managed by the Portfolio Manager is subject to upward or downward adjustment or elimination based on a combination of 3-year and 5-year risk-adjusted pre-tax returns of such accounts relative to all small-cap objective funds with three years of history tracked by Morningstar (as of December 31, 2007 there were 362 such Funds tracked by Morningstar) and the 5-year absolute returns of such accounts relative to 5-year U.S. Treasury Notes. The Performance Bonus applicable to non-registered investment company accounts managed by a Portfolio Manager, and to Royce Select Fund I, Royce Select Fund II and Royce SMid-Cap Select Fund for Mr. Royce, is not subject to a performance-related adjustment.
 
           Payment of the Performance Bonus may be deferred as described below, and any amounts deferred are forfeitable, if the Portfolio Manager is terminated by Royce with or without cause or resigns. The amount of the deferred Performance Bonus 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 bonus investments in the Royce registered investment company account for which he or she is receiving portfolio management compensation.
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ROYCE “PARTNERS POOL.” Each Portfolio Manager, other than Charles M. Royce, as well as other senior firm employees, participates in a quarterly pool relating to Royce’s net operating revenues adjusted for some imputed expenses. A portion of this participation may be deferred for three years. The deferred portion is also forfeitable if the Portfolio Manager is terminated with or without cause or resigns and appreciates or depreciates during the deferral period based on the total return of a basket of registered investment company accounts managed by Royce.
   
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FIRM BONUS. Charles M. Royce receives a quarterly bonus based on Royce’s net revenues.
   
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BENEFIT PACKAGE. Each Portfolio Manager also receives 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.
 
           Charles M. Royce, in addition to the above-described compensation, also receives a bonus based on Royce’s retained pre-tax operating profit. This bonus, along with the Performance Bonus and Firm Bonus, generally represents the most significant element of Mr. Royce’s compensation. A portion of the above-described compensation payable to Mr. Royce relates to his responsibilities as Royce’s Chief Executive Officer, Chief Investment Officer and President of The Royce Funds.
 
(a)(4) Dollar Range of Equity Securities in Registrant Beneficially Owned by Portfolio Manager (information as of December 31, 2007)



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 Flynn

  None

Michael Hveem

  None

David Nadel

  None
 
Item 9: Not Applicable.
 
Item 10: Not Applicable.
 
Item 11: Controls and Procedures.
 
(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
 
(b) Internal Control over Financial Reporting. There were no significant changes in Registrant’s internal control over financial reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses during the second fiscal quarter of the period covered by this report.
 
Item 12: Exhibits attached hereto.
(a)(1)  The Registrant’s code of ethics pursuant to Item 2 of Form N-CSR.
 
(a)(2)  Separate certifications by the Registrant’s Principal Executive Officer and Principal Financial Officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
 
(a)(3)  Not Applicable
 
(b)  Separate certifications by the Registrant’s Principal Executive Officer and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940.



Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
ROYCE VALUE TRUST, INC.
 
BY: /s/Charles M. Royce
      Charles M. Royce
       President
 
Date: March 4, 2008
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
ROYCE VALUE TRUST, INC.   ROYCE VALUE TRUST, INC.
     
BY: /s/Charles M. Royce   BY: /s/John D. Diederich
       Charles M. Royce         John D. Diederich
       President         Chief Financial Officer
     
Date: March 4, 2008 Date: March 4, 2008