Edgar Filing: ROYCE VALUE TRUST INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-04875

Name of Registrant: Royce Value Trust, Inc.

Address of Registrant: 745 Fifth Avenue

New York, NY 10151

Name and address of agent for service: John E. Denneen, Esquire

745 Fifth Avenue

New York, NY 10151

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

Date of fiscal year end: December 31

Date of reporting period: January 1, 2011 – December 31, 2011

Item 1. Reports to Shareholders.








	Royce Value Trust Royce Micro-Cap Trust Royce Focus Trust			ANNUAL
				REVIEW AND REPORT
				TO STOCKHOLDERS

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

•	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.
•	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.
•	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.

•	The fixed capital structure allows permanent leverage to be employed as a means to enhance capital appreciation potential.
•	Unlike Royce’s open-end funds, our closed-end funds are able to distribute capital gains on a quarterly basis. The Funds resumed the quarterly distribution policies for their common stock, at a 5% annual rate, in March 2011. Please see page 18-20 for more details.

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 20 or visit our website at www.roycefunds.com.

This page is not part of the 2011 Annual Report to Stockholders


Table of Contents


Annual Review


Performance Table	2

Letter to Our Stockholders	3

Postscript: Why Volatility Is the Friend of Discipline	9

Small-Cap Market Cycle Performance	10

2011: In Quotes	64



Annual Report to Stockholders	11

For more than 35 years, we have used a value approach to invest in small-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. 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.

(MESSAGE)

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Performance Table

NAV Average Annual Total Returns

Through December 31, 2011

	Royce			Royce			Royce			Russell
	Value Trust			Micro-Cap Trust			Focus Trust			2000 Index

One-Year		-10.06	%		-7.69	%		-10.51	%		-4.18	%

Three-Year		19.21			20.22			18.83			15.63

Five-Year		-0.65			-0.94			1.53			0.15

10-Year		6.10			7.09			9.51			5.62

15-Year		8.86			9.18			9.74			6.25

20-Year		10.24			n.a.			n.a.			8.52

25-Year		10.17			n.a.			n.a.			8.68

Since Inception		10.13			10.05			9.95			n.a.

Inception Date	11/26/86			12/14/93			11/1/96 ¹				n.a.

Date Royce & Associates, LLC assumed investment management responsibility for the Fund.

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. Investments in securities of micro-cap, small-cap and/or mid-cap companies may involve considerably more risk than investments in securities of larger-cap companies.

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Letter to Our Stockholders

Capitulation

A few years ago, we wrote that markets resemble Tolstoy’s families: All the happy ones are alike, and all the unhappy ones are unhappy in their own way. The past calendar year’s stock market results, which place it mostly, but not entirely, in the “unhappy” category, offer a striking example. One only has to compare it to recent years of poor performance to see its singularity. In 2008, stock markets across the globe cratered as part of a global financial crisis that saw once-mighty titans of Wall Street collapse. The crisis also had the effect of worsening both a correction in housing prices and a worldwide recession. (Of course, much of the globe’s current difficulties in capital markets and economies can be traced back to this event.) The crisis saw a widespread exit from stocks, with major indexes in the U.S. and elsewhere posting sizable double-digit losses for the year. Earlier in the decade, 2002 saw mostly negative results as the exploding Internet Bubble and the lingering effects of the events of 9/11 led many investors to sell equities. Results were mostly negative, but within a much larger range, depending on one’s exposure to Technology and related areas.
We suspect that, unlike those of 2002 and 2008, the stock market of 2011 will be remembered not for cataclysmic events or the severity of its losses, which weren’t nearly as bad as one might think, but for its daily drama of extreme volatility. The days between late April and the end of the year saw increasing numbers of investors opting to get out of equities, and stay out, which resulted in a large-scale capitulation that rivaled anything we have

We suspect that, unlike those of 2002 and 2008, the stock market of 2011 will be remembered not for cataclysmic events or the severity of its losses, which weren’t nearly as bad as one might think, but for its daily drama of extreme volatility.

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Charles M. Royce, President

When used in a financial context, the technical definition of ‘correlation’ is “a statistical measure of how two securities move in relation to one another.” Recently, this typically obscure data point has moved into the lexicon of mainstream investors as it aptly describes the sort of stock market returns that we have experienced over the last few years. That is, returns have been highly “correlated” as the majority of stocks, irrespective of sector, industry, market cap, nation of origin or ostensible investment profile (i.e., value or growth), have either done well, as in 2009 and 2010, or poorly, as they did in 2008 and 2011. Why is correlation important? Correlated markets present definite challenges for disciplined contrarian investors like ourselves. There is simply not much incremental reward for the contrary stance when share prices are rising or falling more or less indiscriminately throughout the world’s stock markets. Our practice is to go against the grain by investing in companies or industries that most investors are neglecting while we ignore trendy or fast-growing segments of the market that others are championing. Our fundamental analysis seeks to identify discounts


Continued on page 6...

	Letter to Our Stockholders

	seen during other recent bearish periods, when results were far, far worse. This last point made the past year as fascinating as it was frustrating. Investors fled or avoided stocks for many reasons—because they lacked confidence in political leaders both here at home and abroad to deal effectively with the challenges of stimulating the economy and responsibly coping with enormous debt; because they couldn’t bear the barrage of headlines with their seemingly endless parade of bad news; and because they simply ran out of patience with the daily jumps and dives of a market struggling to make sense of it all. Absent from this list is the state of the companies themselves. We would humbly suggest that the most relevant reasons why one would choose to invest in a business—its merits as a company, its prospects and the relationship these have to its stock price—were largely, if not wholly neglected through the market’s most tumultuous months. Again, this was unlike 2002, which for many Internet companies was an “Emperor’s New Clothes” moment, and 2008, when the threat was systemic and fundamentals were, at least at the most tense moments, irrelevant. The disconnect between stock prices and fundamentals for many companies, including many small-caps, remains wide as we enter 2012. While this created no end of short-term disappointments for us—2011 being one of the most challenging years for The Royce Funds in our history—it has also provided ample seeding for what we hope will be a bountiful harvest in the years to come. Following a recap of 2011 performance, we will offer a more detailed explanation of our optimism below. Correlation Perhaps the most notable thing about 2011 was how little returns shifted in the U.S. markets. High volatility was the order of the day through much of the year across most of the globe and was very much in evidence between August and the end of December. However, by the time the year ended, the major U.S. indexes posted returns that felt less like a bang than a whimper. After a solidly positive first half, the small-cap Russell 2000 Index came through the wild second half with a loss of 9.8%. For the same period, its large-cap counterparts, the Russell 1000 and S&P 500 Indexes, lost less, down 4.6% and 3.7%, respectively, while the more tech-laden Nasdaq Composite declined 6.1%. These single-digit declines belie the tortuous road of the year’s last six months. During the third quarter, each of the aforementioned indexes suffered significant double-digit losses, with the Russell 2000 down 21.9%, the Russell 1000 falling 14.7%, the S&P 500 off 13.9% and the Nasdaq losing 12.9%. Fears of European defaults and the possibility of a double-dip recession in the U.S. were factors, though U.S. and European investors may well have been more motivated to sell based on their utter lack of confidence in the abilities of the developed world’s political leaders to meet the challenges of economic stagnation and staggering government debt. When some progress seemed to be made on these fronts, share prices rebounded through much of the fourth quarter. The bull

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run was dominated by an October rally just as the third-quarter downturn was primarily driven by a disastrous August and September. Each major index finished the fourth quarter with double-digit gains. Small-caps led the way in this dynamic period, gaining 15.5%, compared to a gain of 11.8% for both the Russell 1000 and S&P 500 Indexes, and 7.9% for the Nasdaq. Yet after all the Sturm und Drang in 2011—in its second half in particular—here is where the four domestic indexes wound up for the calendar year: The Russell 2000 fell 4.2%, the Russell 1000 gained 1.5%, the S&P 500 climbed 2.1%, and the Nasdaq lost 1.8%. After a year of prices leaping and crashing, the U.S. stock markets did not move much at all. Were the bullish October and the less wildly volatile months of November and December positive signs that investors were beginning to pay less attention to headlines and more to company fundamentals? We would like to think so, but this remains an open question.		The disconnect between stock prices and fundamentals for many companies, including many small-caps, remains wide as we enter 2012.
The ongoing possibility of government defaults in Portugal, Italy, Ireland, Greece, and Spain, as well as the resulting economic slowdown that gripped much of Europe, continued to weigh heavily on the minds of investors in the second half. This anxiety was reflected in the larger calendar-year losses for global, international and European indexes. The Russell Global ex-U.S. Small Cap Index finished the year down 18.7%, behind its large-cap sibling, the Russell Global ex-U.S. Large Cap Index, which declined 13.8%. Each enjoyed a modestly positive first half, up 0.8% and 4.1%, respectively, before succumbing to the same woes that afflicted the U.S. markets in the third quarter. The Russell Global ex-U.S. Small Cap was down 19.4% and its large-cap equivalent lost 20.1% in the third quarter. So far, so close to their U.S. compeers. Yet the non-U.S. markets lagged behind considerably in the fourth quarter, with the Russell Global ex-U.S. Small Cap gaining a paltry 0.1% and its large-cap sibling climbing 3.6%. It remains to be seen whether this was a temporary phenomenon, a sign that the global economy outside the U.S. remains weak, or was evidence that the U.S. economy, for all its struggles, remains fundamentally strong on both an absolute and relative basis.
U.S. mid-cap stocks acquitted themselves well enough, though they did not lead the market in the second half as they did in the first, when the Russell Midcap Index gained 8.1%. The mid-cap index slid 18.9% in the third quarter before rebounding 12.3% in the fourth. For the year as a whole, the Russell Midcap was down 1.6%. As measured by the Russell Microcap Index, domestic micro-cap stocks continued to struggle, which was unsurprising in a market that saw investors growing less and less comfortable with risk through the end of September. After finishing the first half with a 3.1% gain, the microcap index declined 22.7% in the third quarter. So while its fourth-quarter gain of 13.8% was strong, it was not enough to shore up earlier losses. The Russell Microcap Index closed out 2011 with a 9.3% loss.

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when intrinsic value becomes meaningfully detached from stock prices. In general, we look for well- managed businesses with pristine financial profiles and histories of high returns on invested capital that are attractively priced on an absolute basis. To find these attributes in common often means that a company has disappointed a set of shareholders for any number of reasons such as poor management execution, challenging business conditions, increased competition or earnings misses.

While still in an environment that offers plenty of opportunity to locate these kinds of companies, often in industries that are falling out of favor and/or are nearing the bottom of a business cycle, our efforts are not being rewarded as distinctly. Markets where correlation is more historically normal often see us enjoying the fruits of earlier contrarian investments that fit the profile we described. This combination of reaping the benefits of previous efforts while repositioning for the future has historically led to long-term performance differentiation versus both small-cap indexes and peers. Yet a correlated market can constrict both kinds of opportunity.

There are two other, related challenges: Highly correlated up markets tend to reward passively managed index funds and ETFs (Exchange Traded Funds) because of their inherently lower fee structure and fully invested status. Correlated downturns can also foster greater demand for these same vehicles as investors become frustrated


Continued on page 8...

	Letter to Our Stockholders

	Consternation Loss unfortunately looms rather large over this year’s Review and Report. We were disappointed that our closed-end portfolios did not do better, especially in a year that saw mostly poor results for smaller companies. For decades, we have made risk management a central part of what we do here at Royce, and in 2011 we did not meet that challenge successfully. So while we are encouraged by the large number of opportunities that we sought to take advantage of throughout the year, the sting of a poor showing will remain sharp until performance improves. Net losses were most significant in three sectors: Materials companies, particularly those in the metals & mining industry, were hurt by volatile gold and silver prices. The Financials sector’s net losses came mostly from holdings in the capital markets group, including several asset management stocks, while many Information Technology companies failed to rebound in accordance with our expectations. Finally, results for Royce Value Trust and Royce Focus Trust, portfolios with greater exposure to non-U.S. stocks, suffered as both European and Asian markets posted more substantial losses than those in the U.S.

	2011 NAV TOTAL RETURNS FOR THE ROYCE FUNDS VS. RUSSELL 2000 as of 12/31/11


	Even as we grapple with the year’s disappointments, we were struck by the inconsistent, decidedly nonlinear direction of average annual total returns for the Funds and for the major equity indexes over longer-term periods. The one- and five-year returns were low to negative, while the three-year numbers were terrific. The difference between the three- and five-year results is attributable to the former period spanning all of the recovery that ran from March 9, 2009 through April 29, 2011, along with just the tail end of the 2008 crisis and the volatile market of the last seven months of 2011. The five-year period encompassed all of these events as well as the low returns of 2007 and the deep declines of 2008. Most interesting to us is the 10-year period ended December 31, 2011, which includes the full peak-to-peak cycle that ran from July 13, 2007 through April 29, 2011,

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as well as the bulk of the previous cycle, which began on March 9, 2000 and lasted until July 13, 2007. This cycle includes, then, a large part of one major market dislocation—the bursting Internet bubble—and the bear market that was intensified by the global financial crisis in the fall of 2008. Even with these difficulties, small-cap results were solid for the Russell 2000 and strong to solid for our closed-end portfolios. Each of our closed-end funds outpaced the small-cap index on an NAV (net asset value) basis for the 10-year period ended December 31, 2011.

Contention
As we take the measure of the micro-cap, small-cap and mid-cap universe, we like much of what we see. We remain disciplined, bottom-up stock-pickers with a time horizon measured in years, so our sights are trained squarely on the long run. From that vantage point, we see a strong case to be made for investing in equities. What has gotten lost in all of the fiscal worry and political melodrama of the last couple of years is the fact that many companies across the globe, and certainly here in the U.S., successfully navigated the recession and have been effectively managing their way through the current slow-growth economy. The overall condition of corporate balance sheets and cash flows—two key metrics in our security analysis process—is excellent. So we expect that as the economy continues to grow and political leaders finally begin to implement workable policies, more investors will begin to notice that fundamentals are strong throughout the equity world, which should help to usher in a solid decade for stocks, one that we suspect will feature frequent leadership rotation between asset classes and between higher quality and more speculative stocks.
In our estimation, small-caps look very well-positioned to bounce back strong as part of a general upward move for equities. More specifically, some recent research has shown that high-quality small-caps, as measured by returns on invested capital (ROIC), are not only cheap on an absolute basis, but relative to their large-cap counterparts as well. There has been a lot of recent analysis devoted to showing that small-caps are statistically more expensive than large-caps, yet many of the companies that have been drawing our interest are not. It comes as no surprise, then, that we think this is a very opportune time for active small-cap management. Historically, when returns are both highly correlated and underwhelming, inefficiencies develop that we seek to use to our long-term advantage. We are confident that active small-cap managers can generate satisfactory absolute results when returns begin to differentiate again. As we detailed in a research paper on the importance of active small-cap management, consistency, discipline and a long-term investment horizon are critical to realizing the goal of strong absolute long-term results that, as a byproduct of that effort, have also beaten small-cap benchmarks. The last several years have certainly underscored the poor track record of predictions for markets and economies, but as equity returns become less closely correlated, we see the potential for active and disciplined small-cap management to succeed.

What has gotten lost in all of the fiscal worry and political melodrama of the last couple of years is the fact that many companies across the globe, and certainly here in the U.S., successfully navigated the recession and have been effectively managing their way through the current slow-growth economy. The overall condition of corporate balance sheets and cash flows—two key metrics in our security analysis process—is excellent.

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with mounting losses. In addition, investors, losing sight of the long view, also tend to lose their appetite for actively managed products when short-term performance differentiation is diminished.

Unsurprisingly, then, a correlated market usually indicates a low tolerance for risk. While this can help over the long run—the rampant selling during the last seven months of 2011 created as large a set of purchase opportunities as we’ve seen in nearly three years— it also equates to ample levels of emotional and undifferentiated selling, which hinders more established positions from rising to price levels that our analysis indicates they are capable of attaining.

Throughout much of 2011, we found ourselves building existing positions and revisiting old favorites at least as frequently as investing in new companies. In all cases, our purchases comprised high-conviction ideas as we sought to ultimately tap the inevitable differentiation that occurs between corporate performance and correlated investor sentiment. While not necessarily rewarding in the short run, taking advantage of such mispricings remains the best way we know of building strong, long-term performance.

Letter to Our Stockholders



Conclusion This is the environment for which we have been preparing. We invested in 2011 in much the same way that we have since 1972—with a disciplined, long-term approach that searches far and wide for what we deem are attractive prices for great companies. Historically, we have sought to use volatility as part of our arsenal of tactics. Highly volatile markets tend to create even greater opportunities because they drive share prices lower, and they do so with little or no regard for a business’s fundamentals. While this helped to create a host of short-term disappointments last year, at the same time it presented us with a number of what we believe are very promising long-term opportunities. It is also important to point out that, though daily volatility was very high, monthly returns in 2011 were not as wildly out of sync with other years as the day-to-day drama might lead one to believe. We think that we are in a new era of high daily volatility that investors will better adjust to in 2012 and beyond. More important is our belief that fundamentals are much better than the headlines; that quality will continue to be an important driver of long-term outperformance; and that non-U.S. small-caps will enjoy improved performance in the years to come. Sincerely,


Charles M. Royce President	W. Whitney George Vice President	Jack E. Fockler, Jr. Vice President
January 31, 2012

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Why Volatility Is the Friend of Discipline


Throughout much of Royce’s history, we have talked about our attempts to use stock market volatility to our advantage without offering a great deal of detail about precisely how that works. We have always made an implicit assumption that the bulk of our readers nod in agreement with statements, which tend to proliferate in our materials during bear markets, that describe market tumult as the value investor’s friend. With close to four years of particularly tumultuous markets in the books (and who- knows-what still to come), we reexamined this and concluded that volatility was a subject worth discussing at greater length, both for its own sake and		First, we have an unshakeable conviction that entry price is a key constituent of attractive long-term results. We also believe strongly in the idea that success in equity investing is best and most consistently achieved with a disciplined approach that values deep knowledge about companies, much of which focuses on establishing the worth of a business. Our analysis of the intrinsic value of a business is among the primary factors used in determining what we think we should pay for a stock in order to potentially maximize our return while also seeking to minimize risk. This is where volatility becomes key. In highly volatile markets, increasingly


for the sake of offering more details about how and why volatile stock prices play such a crucial role in our quest for strong absolute returns achieved over the long term. The term ‘volatile’ originally derives from Chemistry, defined in that discipline by the American Heritage Dictionary as “evaporating readily at normal temperatures and pressures” or “capable of being readily vaporized,” which unfortunately may describe some investors’ experiences with equity returns over the last few years. In a more general sense, it means (among other related things), “tending to vary often, as in price: the ups and downs of volatile stocks.” In one sense, then, the globe’s equity markets are volatile every day as each day’s trading brings changing prices. However, there is a range of price movement that is widely viewed as “normal” or “typical,“ though that range is admittedly flexible depending on current				emotional and/or short-sighted sellers tend to keep on selling, allowing us to buy opportunistically. As bottom- up, quality-centric investors, we like to see stock prices with a pronounced downside disconnect between a company’s fundamentals (such as a strong balance sheet, long-term earnings history and positive cash flow) and its share price. The greater the difference, the more promising the opportunity. The bulk of our purchases throughout 2011 (and large swaths of the last four years) have followed this pattern. Of course, few of the purchases made in 2011 have borne fruit to date. Since we typically hold stocks for two to five years, this is not troubling. If anything, the turbulence of the last few years has only solidified the importance of our long-term outlook. As we wade through a still unsettled global economy, governments throughout the developed


and past market conditions. (The most popular measure of stock market volatility is the Chicago Board Options Exchange Market Volatility Index, commonly referred to as ‘the VIX,’ which measures the implied volatility of S&P 500 index options.) Over the last few years, certainly since the fall of 2008, market volatility has seen frequent and often dramatic spikes, with the just-ended 2011 adding several more heart-stopping sessions, especially between August and November. It is not our task here to determine whether or not the market’s extreme behavior during this period was good, bad or otherwise. Instead, we want to offer our take on the market’s recent activity as an illustration of how we seek to use dramatic swings in share prices to help us build wealth for our shareholders over the long run.		world overburdened with debt and a thus-far fragile (and mostly jobless) economic recovery underway here in the U.S., we find an investment horizon measured in years is even more of a necessity than it usually is. So while last year was highly challenging and at times very frustrating, we have been pleased with the values that we have found in micro-cap, small-cap and mid-cap companies across the globe. Along with the slowly improving U.S. economy, these opportunities, which high volatility has been instrumental in creating, give us a quiet optimism about the years ahead, a sense of confidence made possible by the market’s wild swings.

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Small-Cap Market Cycle Performance

We believe strongly in the idea that a long-term investment perspective is crucial for determining the success of a particular investment approach. While flourishing in an up market is wonderful, surviving a bear market by losing less (or not at all) is at least as good. However, the true test of a portfolio’s mettle is performance over full market cycle periods, which include both an up and down market period.

Since the Russell 2000’s inception on 12/31/78, there have been 10 full market cycles, with the most recent peaking on 4/29/11. Market cycles are defined as those that have retreated at least 15% from a previous market peak and have rebounded to establish a new peak above the previous one. Each market cycle contains a peak-to-trough and a trough-to-peak period. Interestingly, over the small-cap index’s 30+ year history, each style index— the Russell 2000 Value Index and the Russell 2000 Growth Index—outperformed in five of the 10 full market cycles. In fact, leadership has alternated between growth and value over the last six cycles. If history were to adhere to this pattern, value would lead in the current cycle that began on 4/29/11.


Peak-to-Peak (7/13/07-4/29/11)
The most recently completed cycle lasted approximately three and a half years and saw a modest gain for the small-cap index. Small-cap value was actually underwater for the full cycle, while small-cap growth was marginally positive. Only Royce Focus Trust outperformed the small-cap index for the just completed cycle.

Peak-to-Trough (7/13/07-3/9/09)
Performance during the peak-to-trough phase of the most recent cycle was especially difficult, encompassing the financial crisis of late 2008 and early ’09. Surprisingly, growth narrowly outperformed value during this phase. Once again, Royce Focus Trust outpaced the Russell 2000 Index during this down phase.

Trough-to-Peak (3/9/09-4/29/11)
The dynamic market recovery lasted 25 months and saw the small-cap index appreciate 159.3% (50%+ per annum). Both value and growth saw substantial gains during this period, although growth once again provided the advantage. Each of our closed-end funds outperformed the small-cap index.

SMALL-CAP MARKET CYCLE: RUSSELL 2000 INDEXES TOTAL RETURNS

ROYCE FUNDS NAV TOTAL RETURNS VS. RUSSELL 2000 INDEX:

MARKET CYCLE RESULTS

Peak-to-

Trough-to-

Peak-to-

Peak

Trough

Peak

Current

7/13/07-

3/9/09-

4/29/11-

4/29/11

3/9/09

4/29/11

12/31/11

Russell 2000

6.6

-58.9

159.3

-13.5

Russell 2000 Value

-1.4

-61.1

153.7

-12.8

Russell 2000 Growth

14.3

-56.8

164.4

-14.2

Royce Value Trust

6.2

-65.6

208.3

-19.3

Royce Micro-Cap Trust

-0.5

-66.3

195.5

-14.1

Royce Focus Trust

10.2

-58.3

164.0

-19.2


All performance information above reflects past performance, is presented on a total return basis, reflects the reinvestment of distributions and does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 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 redeemed. Current performance may be higher or lower than performance quoted. See page 2 for important performance information for all of the above funds.

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Table of Contents


Annual Report to Stockholders

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		20

Schedules of Investments and Other Financial Statements

Royce Value Trust		21

Royce Micro-Cap Trust		37

Royce Focus Trust		51

Directors and Officers		61

Notes to Performance and Other Important Information		62

The Royce Funds 2011 Annual Report to Stockholders | 11




AVERAGE ANNUAL NAV TOTAL RETURNS
Through 12/31/11

July-December 2011¹				-14.66	%

One-Year				-10.06

Three-Year				19.21

Five-Year				-0.65

10-Year				6.10

15-Year				8.86

20-Year				10.24

25-Year				10.17

Since Inception (11/26/86)				10.13

¹Not annualized

CALENDAR YEAR NAV TOTAL RETURNS


Year	RVT		Year	RVT

2011	-10.1	%	2003	40.8	%

2010	30.3		2002	-15.6

2009	44.6		2001	15.2

2008	-45.6		2000	16.6

2007	5.0		1999	11.7

2006	19.5		1998	3.3

2005	8.4		1997	27.5

2004	21.4		1996	15.5


TOP 10 POSITIONS % of Net Assets Applicable to Common Stockholders

Coherent				1.3	%

HEICO Corporation				1.2

Oil States International				1.2

Alleghany Corporation				1.1

Advisory Board (The)				1.0

Woodward				1.0

Carter’s				1.0

Mohawk Industries				0.9

Sapient Corporation				0.9

Simpson Manufacturing				0.9


PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable to Common Stockholders

Industrials				27.9	%

Information Technology				22.3

Financials				20.6

Consumer Discretionary				12.2

Materials				9.9

Health Care				7.3

Energy				6.0

Consumer Staples				2.3

Telecommunication Services				0.6

Diversified Investment Companies				0.5

Miscellaneous				4.9

Bond and Preferred Stock				0.1

Cash and Cash Equivalents				8.2



Royce Value Trust

Manager’s Discussion Results for Royce Value Trust (RVT) were disappointing on both an absolute and relative basis in 2011. For the calendar year, RVT fell 10.1% on an NAV (net asset value) basis and 10.5% on a market price basis, in both instances trailing its unleveraged benchmarks, the Russell 2000 Index, which fell 4.2%, and the S&P SmallCap 600 Index, which gained 1.0%, for the same period. In a year that was marked both by high volatility and close correlation, we were not pleased with performance, especially during periods which saw generally poor results, periods in which the Fund has often held its value more effectively. During the first half of the year, RVT was behind its benchmarks, climbing 5.4% on an NAV basis and 5.3% based on market price compared to gains of 6.2% for the Russell 2000 and 7.5% for the S&P SmallCap 600. Small-cap stocks reached a peak on April 29, 2011, though the worst of the year’s losses came later, during August and September. A combination of anxieties drove investors away from equities, including potential European defaults, the possibility of an economic slowdown in China, and the debt ceiling fiasco here in the U.S., which had the ripple effects of undermining confidence in our political leadership and stoking fears of a double-dip recession. These developments led to an extremely bearish third quarter, during which RVT suffered along with the rest of the market—there were mostly double-digit losses for indexes across the globe. The Fund fell 25.2%
on an NAV basis and 24.4% on a market price basis compared to respective declines of 21.9% and 19.8% for the Russell 2000 and S&P SmallCap 600. When economic news improved in the U.S., it sparked a dynamic domestic rally following the small-cap low on October 3. The rest of October, while still volatile, was pleasantly bullish before the pace of the bull run slowed to a trot in November and December. In the year’s final quarter, RVT again trailed its benchmarks, gaining 14.2% based on NAV and 12.6% on a market price basis, while the Russell 2000 climbed 15.5% and the S&P SmallCap 600 rose 17.2%. We were more satisfied with the Fund’s longer-term results. On an NAV basis, RVT outpaced both its benchmarks for the three-, 15-, 25-year and since inception (11/26/86) periods ended December 31, 2011. The Fund also provided an edge over the Russell 2000 for the 10-year and 20-year periods. RVT’s NAV average annual total return for the since inception period ended December 31, 2011 was 10.1%.
	GOOD IDEAS THAT WORKED
	Top Contributors to 2011 Performance¹

	Advisory Board (The)	0.33	%

	HEICO Corporation	0.31

	Sturm, Ruger & Co.	0.30

	Carter’s	0.27

	RLI	0.22

	¹Includes dividends





Only the Industrials sector finished the year in the black, and with a modest net contribution at that. The Fund’s top two contributors for the calendar year came from that sector and were also top-ten positions at the end of 2011. The Advisory Board offers various programs, services, and software that focus on best practices research services which include identifying both effective management practices and widely followed but ineffective practices, along with analyzing emerging trends in

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 most 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, which may involve considerably more risk than investing in a more diversified portfolio of larger-cap companies. Regarding the two “Good Ideas” tables shown above, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Fund’s performance for 2011.

12 | The Royce Funds 2011 Annual Report to Stockholders





Performance and Portfolio Review

healthcare and education. Growing revenues, earnings and cash flow helped the stock to enjoy a particularly robust second half, as some investors were looking past macro-driven headlines at what we see as a well-managed, efficiently run business. It was the Fund’s fifth-largest position at the end of the year. HEICO Corporation, the Fund’s second-largest holding at the end of December, manufactures electronic products primarily for the aerospace & defense industries. Growing global air traffic has helped to create robust demand for aftermarket airplane parts. Airlines have thus been increasing capacity, and their own improved financial condition made them more willing to spend on parts re-stocking as the economy slowly recovers. We still like its core business, steady earnings and strong balance sheet. The Financials, Materials and Information Technology sectors were the year’s net loss leaders. The first of these three sectors saw the bulk of its declines come from holdings in the capital markets industry, which almost doubled that of RVT’s next-worst-performing industry, the metals & mining group. The Financials sector was home to three of the Fund’s loss leaders, with two coming from the capital markets group. MF Global made headlines and caused embarrassment both for its well-known CEO and investors like ourselves, who had believed in the integrity, transparency, and capabilities of the company. For many years, we have had a high opinion of the business of asset manager AllianceBernstein Holding. Its business has endured difficulties in the current low-interest rate environment, while also experiencing steady outflows and earnings disappointments. We added shares between May and August.
				Poor investment results hurt the performance of E-L Financial, a Toronto-based investment and insurance holding company. Believing in the business’s long-term prospects, we added to our position in August and September. We also built our stake in MoneyGram International, which provides money transfer and bill payment services. It was a comparably small holding that had an outsized negative effect on 2011 performance. Its stock price slid precipitously in July and again in November. The first slide was mostly the result of a hefty quarterly loss brought on by the firm’s attempts at restructuring and recapitalization. The second was an unhappy reaction to a reverse stock split—often seen as a company-driven attempt to invigorate a sluggish stock price—and a secondary offering, which investors usually regard as dilutive.
GOOD IDEAS AT THE TIME
Top Detractors from 2011 Performance¹

MF Global Holdings		-0.63	%

E-L Financial		-0.34

AllianceBernstein Holding L.P.		-0.30

MoneyGram International		-0.29

Rofin-Sinar Technologies		-0.29

¹Net of dividends

MARKET PRICE PERFORMANCE HISTORY SINCE INCEPTION (11/26/86) through 12/31/11



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

FUND INFORMATION AND

PORTFOLIO DIAGNOSTICS

Average Market Capitalization¹

$1,310 million

Weighted Average P/E Ratio²

14.2x

Weighted Average P/B Ratio

1.6x

U.S. Investments (% of Net Assets applicable to Common Stockholders)

86.9%

Non-U.S. Investments (% of Net Assets applicable to Common Stockholders)

27.7%

Fund Total Net Assets

$1,187 million

Net Leverage³

15%

Turnover Rate

26%

Number of Holdings

550

Symbol

Market Price

RVT

NAV

XRVTX

¹ Geometrically calculated

² The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (7% of portfolio holdings as of 12/31/11).

³ Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets applicable to Common Stockholders.

CAPITAL STRUCTURE

Publicly Traded Securities Outstanding
at 12/31/11 at NAV or Liquidation Value

68.0 million shares
of Common Stock

$967 million

5.90% Cumulative
Preferred Stock

$220 million

DOWN MARKET PERFORMANCE COMPARISON

All Down Periods of 7.5% or Greater
Over the Last 7 Years, in Percentages(%)

The Royce Funds 2011 Annual Report to Stockholders | 13




AVERAGE ANNUAL NAV TOTAL RETURNS
Through 12/31/11

July-December 2011¹				-10.48	%

One-Year				-7.69

Three-Year				20.22

Five-Year				-0.94

10-Year				7.09

15-Year				9.18

Since Inception (12/14/93)				10.05

¹Not annualized

CALENDAR YEAR NAV TOTAL RETURNS


Year	RMT		Year	RMT

2011	-7.7	%	2003	55.5	%

2010	28.5		2002	-13.8

2009	46.5		2001	23.4

2008	-45.5		2000	10.9

2007	0.6		1999	12.7

2006	22.5		1998	-4.1

2005	6.8		1997	27.1

2004	18.7		1996	16.6


TOP 10 POSITIONS % of Net Assets Applicable to Common Stockholders

Kennedy-Wilson Holdings				1.8	%

Sapient Corporation				1.6

Epoch Holding Corporation				1.6

Charming Shoppes				1.3

America’s Car-Mart				1.3

Raven Industries				1.3

Tennant Company				1.3

Drew Industries				1.2

Seneca Foods				1.1

Richardson Electronics				1.1


PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable to Common Stockholders

Industrials				25.9	%

Financials				19.6

Information Technology				19.2

Consumer Discretionary				13.2

Materials				8.2

Health Care				6.1

Energy				4.0

Consumer Staples				3.7

Utilities				0.0

Miscellaneous				4.9

Preferred Stock				0.3

Cash and Cash Equivalents				16.4

Royce Micro-Cap Trust

Manager’s Discussion
Following two years of outsized gains for micro-cap stocks in 2009 and 2010, our mean reversion tendencies anticipated at least some moderation in the torrid pace micro-caps had established prior to 2011. What we did not expect was a substantial mid-year decline eerily reminiscent of the most difficult periods in the midst of the financial crisis. Precipitated by Congress’s inability to pass a usually routine increase in the debt ceiling, Standard & Poor’s took the historic step of downgrading the U.S. sovereign credit rating. While most bond investors dismissed the action, seeing nothing incremental to fear in the creditworthiness of the U.S. government, equity investors reacted far more negatively. In this challenging year for equities, Royce Micro-Cap Trust (RMT) declined 7.7% on an NAV (net asset value) basis, and 5.0% based on the market price of its shares, underperforming its unleveraged small-cap benchmark, the Russell 2000, which lost 4.2%, while outperforming the Russell Microcap index, which fell 9.3%.

During the year’s first half, RMT gained 3.1% on an NAV basis, and 3.3% based on the market price of its shares. The Fund underperformed the small-cap index, which advanced 6.2%, and was in line with the micro-cap index, which rose 3.1%, for the same period. Volatility began to creep into the markets during the second quarter, but that period looks quite placid compared to the wildly volatile third quarter, a period that saw most stock indexes post steep double-digit declines. RMT fell in step with stocks as a whole, losing 20.8% (NAV) and 21.2% (market) compared to declines of 21.9% for the Russell 2000 and 22.7% for the Russell Microcap. The fourth quarter recouped largely half of the third quarter’s decline, as better-than-expected corporate earnings and resilience in the U.S. economy somewhat rejuvenated investors’ interest in stocks. The Fund was again closely correlated with the performance of its benchmark and the micro-cap index, with gains of 13.0% (NAV) and 16.7% (market) versus 15.5% for its benchmark and 13.8% for the Russell Microcap.

GOOD IDEAS THAT WORKED

Top Contributors to 2011 Performance¹

Epoch Holding Corporation

0.60

Charming Shoppes

0.57

Virtus Investment Partners

0.42

America’s Car-Mart

0.38

Advisory Board (The)

0.37

¹Includes dividends

Even with an relatively undistinguished year in 2011, the Fund maintained its impressive lead from the small-cap low on March 9, 2009 through December 31, 2011. RMT advanced 153.8% on an NAV basis and 176.2% on a market price basis compared to the Russell 2000, which was up 124.3%, and the Russell Microcap, which rose 117.4%. We also were very pleased with the Fund’s longer-term NAV results. RMT outpaced the micro-cap index (for which data only goes back to 2000) on an NAV basis for the three-, five- and 10-year periods ended December 31, 2011. On an NAV basis, the Fund also outperformed the Russell 2000 for the three-, 10-, 15-year and since inception (12/14/93) periods ended December 31, 2011. RMT’s NAV average annual total return since inception was 10.1%.
Not surprising in this negatively correlated period for stocks, all of the Fund’s equity sectors were detractors from performance in 2011, with Information Technology having the largest

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 most 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. Regarding the two “Good Ideas” tables shown above, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Fund’s performance for 2011.

14 | The Royce Funds 2011 Annual Report to Stockholders





Performance and Portfolio Review

negative impact, followed by Energy, Materials and Consumer Discretionary. These sectors were among the most economically sensitive areas of the market and were hard hit in large part because investors sought to protect themselves from the possibility of another recession. At the industry level, results were more balanced, with three of the top four positive contributors coming from the Industrials sector—professional services, commercial services & supplies, and industrial conglomerates were joined by specialty retail from the Consumer Discretionary space to make up the top four. Energy equipment & services, semiconductors & semiconductor equipment, and metals & mining were the most significant detractors at the industry level. Epoch Holding, a publicly traded investment management company overseeing over $19 billion in assets, was the Fund’s top individual performer in 2011. A long-term holding of the Fund, this value-based equity asset manager continued to improve on its strong long-term performance record and saw a steady increase in its asset base. Charming Shoppes was another notable performer. This specialty retailer of women’s plus size apparel made substantial progress in a long-anticipated restructuring. Following three years of losses, the company engaged new leadership, continued to close underperforming stores, divested a non-core brand, and retained Barclays Capital as its financial adviser to explore strategic alternatives, all of which helped lead to substantial appreciation in the shares.
				Origin Agritech, the Fund’s leading detractor, is a U.S.-listed company headquartered in China that manufactures hybrid and genetically modified crop seeds. The company reported earnings that fell short of expectations mostly as a result of a drop in revenues due to farmers’ changing planting schedules and higher-than-expected R&D expenses. Another notable loser was Willbros Group, an engineering and construction company serving primarily the oil and gas industry. Shares were weighed down by substantial legal fees related to an ongoing dispute over the disposition of the company’s Nigerian assets from 2007, along with a drop in the company’s backlog due to delays in large pipeline construction projects. We continue to hold shares because we like the company’s improving balance sheet, the diminishing financial impact of legacy legal issues, and its potential to benefit from improving trends in the energy infrastructure market.
GOOD IDEAS AT THE TIME
Top Detractors from 2011 Performance¹

Origin Agritech		-0.31	%

Support.com		-0.29

Willbros Group		-0.28

Colony Financial		-0.27

Cogo Group		-0.27

¹Net of dividends

MARKET PRICE PERFORMANCE HISTORY SINCE INCEPTION (12/14/93) through 12/31/11



¹	Reflects the cumulative total return of an investment made by a stockholder who purchased one share at inception ($7.50 IPO), reinvested distributions and fully participated in the primary subscription of the 1994 rights offering.
²	Reflects the actual market price of one share as it traded on the NYSE and, prior to 12/1/03, on Nasdaq.

FUND INFORMATION AND

PORTFOLIO DIAGNOSTICS

Average Market
Capitalization¹

$304 million

Weighted Average
P/E Ratio²

15.6x

Weighted Average
P/B Ratio

1.3x

U.S. Investments (% of
Net Assets applicable to
Common Stockholders)

91.1%

Non-U.S. Investments
(% of Net Assets
applicable to Common
Stockholders)

14.0%

Fund Total Net Assets

$339 million

Net Leverage³

Turnover Rate

30%

Number of Holdings

328

Symbol

Market Price

RMT

NAV

XOTCX

¹ Geometrically calculated

² The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (21% of portfolio holdings as of 12/31/11).

³ Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets applicable to Common Stockholders.

CAPITAL STRUCTURE

Publicly Traded Securities Outstanding
at 12/31/11 at NAV or Liquidation Value

28 million shares
of Common Stock

$279 million

6.00% Cumulative
Preferred Stock

$60 million

DOWN MARKET PERFORMANCE COMPARISON

All Down Periods of 7.5% or Greater
Over the Last 7 Years, in Percentages(%)

The Royce Funds 2011 Annual Report to Stockholders | 15




AVERAGE ANNUAL NAV TOTAL RETURNS
Through 12/31/11

July-December 2011¹				-13.71	%

One-Year				-10.51

Three-Year				18.83

Five-Year				1.53

10-Year				9.51

15-Year				9.74

Since Inception (11/1/96)²				9.95

¹ Not annualized
² Royce & Associates assumed investment management responsibility for the Fund on 11/1/96.

CALENDAR YEAR NAV TOTAL RETURNS


Year	FUND		Year	FUND

2011	-10.5	%	2003	54.3	%

2010	21.8		2002	-12.5

2009	54.0		2001	10.0

2008	-42.7		2000	20.9

2007	12.2		1999	8.7

2006	15.8		1998	-6.8

2005	13.3		1997	20.5

2004	29.3


TOP 10 POSITIONS % of Net Assets Applicable to Common Stockholders

Berkshire Hathaway Cl. B				3.8	%

Microsoft Corporation				3.4

Analog Devices				3.4

Buckle (The)				3.3

Allied Nevada Gold				3.2

Franklin Resources				3.2

Exxon Mobil				3.1

Western Digital				3.1

Newmont Mining				3.0

Mosaic Company (The)				2.8


PORTFOLIO SECTOR BREAKDOWN
% of Net Assets Applicable to Common Stockholders

Materials				29.1	%

Financials				19.8

Information Technology				16.8

Energy				13.4

Industrials				8.0

Consumer Discretionary				7.4

Consumer Staples				6.8

Health Care				1.3

Cash and Cash Equivalents				14.0



Royce Focus Trust

Manager’s Discussion Although equity results were highly correlated in 2011, some performances were worse than others, an observation that unfortunately includes the calendar-year results for Royce Focus Trust (FUND). In 2011, the Fund fell 10.5% on an NAV (net asset value) basis and 11.7% on a market price basis, in each case trailing its unleveraged small-cap benchmark, the Russell 2000 Index, which lost 4.2% for the same period. It was a disappointing year for FUND on both an absolute and relative basis. The Fund trailed its benchmark during the first half of the year on both an NAV and market price basis, finishing June with a 3.7% NAV gain and a 5.5% market price return versus an advance of 6.2% for the small-cap index. Volatility, which first gathered force in the second quarter, picked up momentum as temperatures heated up. Numerous fears drove investors away from stocks—anxiety over European sovereign defaults, a slowdown in China, the U.S. Congress’s failure to pass a routine increase in the debt ceiling limit (and the subsequent downgrade to our nation’s credit rating), and the possibility of a double-dip recession all played a role in the dramatic summer sell-off. During this third-quarter downdraft, the Fund offered a slight edge, as it fell 20.5% on an NAV basis and 21.2% on a market price basis, while the Russell 2000 declined 21.9%.
Unfortunately, FUND was not able to hold or build on this relative advantage during the bullish fourth quarter, when U.S. stocks staged a welcome rally. Between the beginning of October and the end of December, the Fund gained 8.5% on an NAV basis and 6.2% on a market price basis, while its small-cap benchmark rallied 15.5%. These results in the year’s final quarter were particularly frustrating because FUND’s struggles in the rally played a large role in both its underperformance and lackluster absolute result in 2011. We felt much better about the Fund’s longer-term returns, especially its NAV results, which remained strong on a relative basis while also showing key pockets of strength in the three-, 10-, 15-year and since inception of Royce’s management (11/1/96) periods ended December 31, 2011. During the most recent full market cycle period—from the previous small-cap peak on July 13, 2007 through the small-cap peak on April 29, 2011—the Fund gained 10.2% on an NAV basis versus 6.6% for the Russell 2000. (Please see page 10 for more market cycle results.) On a market price basis, FUND beat its
	GOOD IDEAS THAT WORKED
	Top Contributors to 2011 Performance¹

	Varian Semiconductor Equipment Associates	1.56	%

	Timberland Company (The) Cl. A	0.71

	Nu Skin Enterprises Cl. A	0.60

	Sanderson Farms	0.50

	Buckle (The)	0.45

	¹Includes dividends

benchmark for the 10-year, 15-year and since inception of our management periods ended December 31, 2011. On an NAV basis, the Fund outpaced the Russell 2000 for the three-, five-, 10-, 15-year and since inception of our management periods ended December 31, 2011. FUND’s NAV average annual total return since inception was 9.9%. Six of the Fund’s nine equity sectors finished the year with net losses. Of those three with net gains for the year—Consumer Discretionary, Consumer Staples and Health Care—the first two made solid contributions, while the third exited 2011 with very modest net gains. The Materials sector had the most substantial negative impact on annual results, with losses more than double

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 most 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. Regarding the two “Good Ideas” tables shown above, the sum of all contributors to, and all detractors from, performance for all securities in the portfolio would approximate the Fund’s performance for 2011.

16 | The Royce Funds 2011 Annual Report to Stockholders





Performance and Portfolio Review

that of Financials, the Fund’s next largest detractor on a sector basis. One industry within the Materials sector, metals & mining, registered larger net losses than any of the portfolio’s remaining sectors. After coping with various operational issues during the first half of the year, many gold and silver miners faced the added headwind of increasingly volatile precious metals commodity prices during the tumultuous third quarter. During that period, when increased mining expenses and operational issues were still impacting the industry, especially its smaller businesses, share prices began to decline even more sharply. Most of these companies also failed to participate in any meaningful way in the fourth-quarter rally for stocks. The frustrations of 2011 aside, we continue to see great potential for many of these companies. The conditions for improved gold and silver prices remain in place. Historically, interest rates being below long-term inflation rates has provided a tailwind for gold, and this inspires confidence going forward. We increased our position in exploration company Seabridge Gold in March and added shares of Pan American Silver during April. The latter faced delays in an Argentinian mine of its own and had a few small production disappointments. In the first half of the year, it also had to tackle concerns, since resolved, about how newly elected leaders in Bolivia and Peru would treat mining operations in those nations. These issues were more than enough to keep investors selling. Seabridge Gold struggled in a market that was challenging for most gold and silver miners, but was even tougher on companies involved only in exploration.
				We also held a good-sized stake in scrap metal manufacturer and recycler Schnitzer Steel Industries. A decline in scrap metal prices hurt its share price, as did fears of a global industrial slowdown that was particularly unkind to commodity-based cyclicals. After bottoming out in October, its stock rallied a bit through the end of the year. We still like the core business of two companies involved in high brightness light emitting diodes (HB LEDs) equipment. Although we chose to hold shares of Veeco Instruments, we parted ways with German firm Aixtron in October. On the other side of the ledger, Varian Semiconductor Equipment Associates and The Timberland Company were, like many small-cap businesses of late, subject to M&A (mergers & acquisitions) activity. We sold our shares in both as their share prices rose on news of each respective acquisition.
GOOD IDEAS AT THE TIME
Top Detractors from 2011 Performance¹

Seabridge Gold		-1.50	%

Pan American Silver		-1.28

Schnitzer Steel Industries Cl. A		-0.97

Veeco Instruments		-0.95

Aixtron ADR		-0.91

¹ Net of dividends

MARKET PRICE PERFORMANCE HISTORY SINCE INCEPTION (11/1/96)³ through 12/31/11



¹	Reflects the cumulative total return experience of a continuous common stockholder who reinvested all distributions and fully participated in the primary subscription of the 2005 rights offering.
²	Reflects the actual market price of one share as it traded on Nasdaq.
³	Royce & Associates assumed investment management responsibility for the Fund on 11/1/96.

FUND INFORMATION AND

PORTFOLIO DIAGNOSTICS

Average Market
Capitalization¹

$4,754 million

Weighted Average P/E Ratio²

12.2x

Weighted Average P/B Ratio

1.8x

U.S. Investments (% of Net Assets applicable to Common Stockholders)

77.8%

Non-U.S. Investments (% of Net Assets applicable to Common Stockholders)

24.8%

Fund Total Net Assets

$176 million

Net Leverage³

Turnover Rate

33%

Number of Holdings

Symbol

Market Price

FUND

NAV

XFUNX

¹ Geometrically calculated

² The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (6% of portfolio holdings as of 12/31/11).

³ Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets applicable to Common Stockholders.

CAPITAL STRUCTURE

Publicly Traded Securities Outstanding
at 12/31/11 at NAV or Liquidation Value

20 million shares of
Common Stock

$151 million

6.00% Cumulative
Preferred Stock

$25 million

DOWN MARKET PERFORMANCE COMPARISON

All Down Periods of 7.5% or Greater
Over the Last 7 Years, in Percentages(%)

The Royce Funds 2011 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 and participated fully in primary subscriptions for each of the rights offerings. Full participation in distribution reinvestments and rights offerings can maximize the returns available to a long-term investor. This table should be read in conjunction with the Performance and Portfolio Reviews of the Funds.


History		Amount Invested		Purchase Price¹		Shares		NAV Value²		Market Value²

Royce Value Trust
11/26/86	Initial Purchase	$	10,000	$	10.000		1,000	$	9,280	$	10,000
10/15/87	Distribution $0.30				7.000		42
12/31/87	Distribution $0.22				7.125		32		8,578		7,250
12/27/88	Distribution $0.51				8.625		63		10,529		9,238
9/22/89	Rights Offering		405		9.000		45
12/29/89	Distribution $0.52				9.125		67		12,942		11,866
9/24/90	Rights Offering		457		7.375		62
12/31/90	Distribution $0.32				8.000		52		11,713		11,074
9/23/91	Rights Offering		638		9.375		68
12/31/91	Distribution $0.61				10.625		82		17,919		15,697
9/25/92	Rights Offering		825		11.000		75
12/31/92	Distribution $0.90				12.500		114		21,999		20,874
9/27/93	Rights Offering		1,469		13.000		113
12/31/93	Distribution $1.15				13.000		160		26,603		25,428
10/28/94	Rights Offering		1,103		11.250		98
12/19/94	Distribution $1.05				11.375		191		27,939		24,905
11/3/95	Rights Offering		1,425		12.500		114
12/7/95	Distribution $1.29				12.125		253		35,676		31,243
12/6/96	Distribution $1.15				12.250		247		41,213		36,335
1997	Annual distribution total $1.21				15.374		230		52,556		46,814
1998	Annual distribution total $1.54				14.311		347		54,313		47,506
1999	Annual distribution total $1.37				12.616		391		60,653		50,239
2000	Annual distribution total $1.48				13.972		424		70,711		61,648
2001	Annual distribution total $1.49				15.072		437		81,478		73,994
2002	Annual distribution total $1.51				14.903		494		68,770		68,927
1/28/03	Rights Offering		5,600		10.770		520
2003	Annual distribution total $1.30				14.582		516		106,216		107,339
2004	Annual distribution total $1.55				17.604		568		128,955		139,094
2005	Annual distribution total $1.61				18.739		604		139,808		148,773
2006	Annual distribution total $1.78				19.696		693		167,063		179,945
2007	Annual distribution total $1.85				19.687		787		175,469		165,158
2008	Annual distribution total $1.72³				12.307		1,294		95,415		85,435
3/11/09	Distribution $0.32³				6.071		537		137,966		115,669
12/2/10	Distribution $0.03				13.850		23		179,730		156,203
2011	Annual distribution total $0.78³				13.043		656

12/31/11		$	21,922				11,399	$	161,638	$	139,866

¹ The purchase price used for annual distribution totals is a weighted average of the distribution reinvestment prices for the year.
² Other than for initial purchase, values are stated as of December 31 of the year indicated, after reinvestment of distributions.
³ Includes a return of capital.

18 | The Royce Funds 2011 Annual Report to Stockholders


History			Amount Invested		Purchase Price¹	Shares		NAV Value²		Market Value²

Royce Micro-Cap Trust
12/14/93	Initial Purchase	$	7,500	$	7.500	1,000	$	7,250	$	7,500
10/28/94	Rights Offering		1,400		7.000	200
12/19/94	Distribution $0.05				6.750	9		9,163		8,462
12/7/95	Distribution $0.36				7.500	58		11,264		10,136
12/6/96	Distribution $0.80				7.625	133		13,132		11,550
12/5/97	Distribution $1.00				10.000	140		16,694		15,593
12/7/98	Distribution $0.29				8.625	52		16,016		14,129
12/6/99	Distribution $0.27				8.781	49		18,051		14,769
12/6/00	Distribution $1.72				8.469	333		20,016		17,026
12/6/01	Distribution $0.57				9.880	114		24,701		21,924
2002	Annual distribution total $0.80				9.518	180		21,297		19,142
2003	Annual distribution total $0.92				10.004	217		33,125		31,311
2004	Annual distribution total $1.33				13.350	257		39,320		41,788
2005	Annual distribution total $1.85				13.848	383		41,969		45,500
2006	Annual distribution total $1.55				14.246	354		51,385		57,647
2007	Annual distribution total $1.35				13.584	357		51,709		45,802
2008	Annual distribution total $1.19³				8.237	578		28,205		24,807
3/11/09	Distribution $0.22³				4.260	228		41,314		34,212
12/2/10	Distribution $0.08				9.400	40		53,094		45,884
2011	Annual distribution total $0.53³				8.773	289

12/31/11		$	8,900			4,971	$	49,014	$	43,596

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		27,679		27,834
2008	Annual distribution total $0.47³				6.535	228		15,856		15,323
3/11/09	Distribution $0.09³				3.830	78		24,408		21,579
12/31/10								29,726		25,806
2011	Annual distribution total $0.41³				6.894	207

12/31/11		$	7,044			3,616	$	26,614	$	22,784

The Royce Funds 2011 Annual Report to Stockholders | 19

Distribution Reinvestment and Cash Purchase Options

Have the Funds resumed their managed distribution policies for common stockholders?
The Funds resumed their quarterly distribution policy for Common Stockholders in March 2011, at the annual rate of 5%.

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, 2011.

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.

20 | The Royce Funds 2011 Annual Report to Stockholders


Royce Value Trust	December 31, 2011


Schedule of Investments


	SHARES		VALUE
COMMON STOCKS – 114.5%

Consumer Discretionary – 12.2%
Auto Components - 0.4%
China XD Plastics ¹		79,200	$	422,928
Gentex Corporation		50,000		1,479,500
Minth Group		1,693,200		1,587,116
Norstar Founders Group ^1,²		524,000		24,626
Williams Controls		37,499		414,739

				3,928,909

Automobiles - 0.3%
Thor Industries		50,000		1,371,500
Winnebago Industries ¹		222,500		1,642,050

				3,013,550

Distributors - 1.0%
LKQ Corporation ^1,³		230,000		6,918,400
Weyco Group		97,992		2,405,704

				9,324,104

Diversified Consumer Services - 1.5%
Anhanguera Educacional Participacoes		80,000		862,083
ChinaCast Education ¹		135,642		830,129
Corinthian Colleges ^1,³		59,500		129,115
MegaStudy		13,700		1,308,160
Regis Corporation		233,800		3,869,390
Sotheby's		175,700		5,012,721
Steiner Leisure ¹		15,042		682,756
Universal Technical Institute ¹		153,021		1,955,608

				14,649,962

Hotels, Restaurants & Leisure - 0.2%
Benihana ¹		3,300		33,759
CEC Entertainment		64,100		2,208,245

				2,242,004

Household Durables - 2.4%
Desarrolladora Homex ADR ^1,³		14,100		237,867
Ekornes		55,000		901,210
Ethan Allen Interiors		345,800		8,198,918
Hanssem		39,100		690,699
Harman International Industries		51,000		1,940,040
Mohawk Industries ¹		150,200		8,989,470
NVR ¹		500		343,000
Universal Electronics ¹		10,000		168,700
Woongjin Coway		50,000		1,588,541

				23,058,445

Internet & Catalog Retail - 0.3%
Manutan International		40,573		1,774,893
Takkt		106,000		1,168,863

				2,943,756

Leisure Equipment & Products - 0.3%
Beneteau		65,000		680,750
^† Shimano		53,000		2,575,289

				3,256,039

Media - 1.1%
Global Sources ¹		49,171		238,480
Lamar Advertising Cl. A ¹		51,000		1,402,500
Morningstar		109,800		6,527,610


Consumer Discretionary (continued)	SHARES		VALUE
Media (continued)
Pico Far East Holdings		13,679,000	$	2,448,151

				10,616,741

Multiline Retail - 0.1%
New World Department Store China		1,754,700		998,606

Specialty Retail - 1.6%
Ascena Retail Group ¹		68,280		2,029,282
Dickson Concepts (International)		434,300		225,912
Dover Saddlery ^1,³		17,821		70,927
GameStop Corporation Cl. A ^1,³		24,400		588,772
Hengdeli Holdings		1,660,250		540,833
Jos. A. Bank Clothiers ¹		17,000		828,920
Lewis Group		200,000		1,985,742
Luk Fook Holdings (International)		202,000		704,839
Men's Wearhouse (The)		31,000		1,004,710
Sa Sa International Holdings		1,200,000		662,838
Stein Mart ¹		167,800		1,142,718
Systemax ¹		224,000		3,675,840
West Marine ¹		131,100		1,524,693

				14,986,026

Textiles, Apparel & Luxury Goods - 3.0%
Anta Sports Products		653,200		780,483
Carter's ¹		236,000		9,395,160
^† China Xiniya Fashion ADR ^1,³		45,700		91,400
Columbia Sportswear		47,197		2,197,020
Daphne International Holdings		1,400,800		1,560,132
Grendene		300,000		1,236,831
J.G. Boswell Company ⁴		2,292		1,570,020
K-Swiss Cl. A ^1,³		163,600		477,712
Lazare Kaplan International ^1,⁴		95,437		238,592
Pacific Textiles Holdings		3,470,000		1,965,854
Stella International Holdings		788,700		1,714,168
Texwinca Holdings		301,000		334,074
Unifi ¹		40,333		306,531
Van de Velde		10,000		457,259
Warnaco Group (The) ¹		55,700		2,787,228
Wolverine World Wide		100,000		3,564,000

				28,676,464

Total (Cost $99,807,989)				117,694,606


Consumer Staples – 2.3%
Beverages - 0.1%
^† Heckmann Corporation ^1,³		50,000		332,500
MGP Ingredients		127,400		642,096

				974,596

Food & Staples Retailing - 0.4%
FamilyMart		90,000		3,636,482

Food Products - 1.8%
Alico		27,000		522,990
Asian Citrus Holdings		387,800		202,224
Binggrae		23,296		1,205,244
BW Plantation		875,100		108,091
Cal-Maine Foods		41,400		1,513,998
First Resources		1,204,800		1,402,604


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.	2011 Annual Report to Stockholders \| 21


Royce Value Trust


Schedule of Investments


	SHARES		VALUE
Consumer Staples (continued)
Food Products (continued)
Hershey Creamery ⁴		709	$	1,205,300
Origin Agritech ^1,³		76,800		181,248
Seneca Foods Cl. A ^1,³		110,000		2,840,200
Seneca Foods Cl. B ¹		13,251		345,056
Super Group		890,000		902,317
Tootsie Roll Industries		278,566		6,593,657
^† Waterloo Investment Holdings ^1,²		598,676		83,695
Westway Group		31,500		176,400

				17,283,024

Total (Cost $20,158,826)				21,894,102


Diversified Investment Companies – 0.5%
Closed-End Funds - 0.5%
Central Fund of Canada Cl. A		226,000		4,429,600

Total (Cost $2,031,251)				4,429,600


Energy – 6.0%
Energy Equipment & Services - 5.3%
Atwood Oceanics ^1,³		15,300		608,787
Cal Dive International ^1,³		456,250		1,026,563
CARBO Ceramics		29,700		3,662,901
Ensco ADR		57,600		2,702,592
Ensign Energy Services		225,100		3,590,552
Helmerich & Payne		98,000		5,719,280
ION Geophysical ¹		361,500		2,215,995
Oceaneering International		9,900		456,687
Oil States International ¹		152,723		11,663,456
Pason Systems		97,000		1,142,577
SEACOR Holdings ¹		73,866		6,571,119
ShawCor Cl. A		82,500		2,338,748
TETRA Technologies ^1,³		68,000		635,120
TGS-NOPEC Geophysical		96,000		2,126,788
Tidewater		36,000		1,774,800
Trican Well Service		169,900		2,926,866
Unit Corporation ¹		34,000		1,577,600
Willbros Group ¹		103,800		380,946

				51,121,377

Oil, Gas & Consumable Fuels - 0.7%
Bill Barrett ¹		50,000		1,703,500
Cimarex Energy		61,300		3,794,470
Resolute Energy ^1,³		141,134		1,524,247

				7,022,217

Total (Cost $37,440,084)				58,143,594


Financials – 20.6%
Capital Markets - 9.7%
A.F.P. Provida ADR		22,100		1,445,782
ABG Sundal Collier Holding		115,000		70,951
Affiliated Managers Group ¹		47,600		4,567,220
AllianceBernstein Holding L.P.		514,600		6,730,968
AP Alternative Assets L.P.		233,200		1,970,540
Artio Global Investors Cl. A		235,000		1,146,800
ASA Gold and Precious Metals		40,000		1,047,600


	SHARES		VALUE
Financials (continued)
Capital Markets (continued)
Ashmore Group		868,000	$	4,502,333
Azimut Holding		72,183		578,755
Banca Generali		86,000		801,400
Bank Sarasin & Co. Cl. B		33,120		967,895
Banque Privee Edmond de Rothschild		23		587,672
BKF Capital Group ^1,⁴		130,000		144,300
BT Investment Management		207,000		382,154
Close Brothers Group		43,000		413,696
Coronation Fund Managers		526,000		1,479,111
Cowen Group Cl. A ¹		1,154,458		2,990,046
Daewoo Securities		5,000		45,139
Eaton Vance		85,300		2,016,492
Egyptian Financial Group-Hermes
Holding ¹		783,125		1,298,553
Epoch Holding Corporation		25,000		555,750
Equity Trustees		38,314		521,587
F&C Asset Management		60,000		60,986
FBR & Co. ¹		576,200		1,181,210
Federated Investors Cl. B		224,700		3,404,205
Fiducian Portfolio Services		227,000		239,141
GAMCO Investors Cl. A		90,575		3,939,107
GFI Group		166,247		684,938
GIMV		22,500		1,073,969
Gleacher & Company ^1,³		200,000		336,000
GP Investments BDR ¹		15,604		33,212
Investec		118,000		621,231
IOOF Holdings		123,592		647,219
^† Jupiter Fund Management		75,000		252,867
KKR & Co. L.P.		415,000		5,324,450
Lazard Cl. A		317,700		8,295,147
MVC Capital		234,200		2,714,378
Oppenheimer Holdings Cl. A		75,000		1,207,500
Paris Orleans et Cie		188,359		3,559,242
Partners Group Holding		12,200		2,128,798
Perpetual		14,085		294,317
Phatra Capital		375,000		341,720
Platinum Asset Management		149,000		536,438
Rathbone Brothers		35,400		582,748
Reinet Investments ¹		164,948		2,932,203
Schroders		41,100		838,704
SEI Investments		321,700		5,581,495
SHUAA Capital ¹		485,000		72,622
SPARX Group ¹		1,320		91,922
Sprott		269,600		1,532,254
Teton Advisors Cl. A ⁴		723		9,761
Treasury Group		51,500		191,207
Trust Company (The)		100,584		516,444
UOB-Kay Hian Holdings		190,000		224,856
Value Partners Group		8,016,800		4,097,893
Vontobel Holding		20,400		456,084
VZ Holding		8,500		873,257
Waddell & Reed Financial Cl. A		139,300		3,450,461
Westwood Holdings Group		23,460		857,463


22 \| 2011 Annual Report to Stockholders	THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


	December 31, 2011


	SHARES		VALUE
Financials (continued)
Capital Markets (continued)
Woori Investment & Securities	14,911	$	137,202

			93,587,395

Commercial Banks - 1.4%
Ameriana Bancorp	40,000		160,800
Bank of N.T. Butterfield & Son ¹	882,304		1,014,650
BCB Holdings ¹	598,676		251,031
Center Bancorp	44,868		438,360
Commercial National Financial	37,996		897,465
Farmers & Merchants Bank of Long
Beach	1,200		4,860,000
Fauquier Bankshares	160,800		1,744,680
Hawthorn Bancshares	27,458		168,318
M&T Bank	16,927		1,292,207
Mauritius Commercial Bank	40,000		227,598
Mechanics Bank	200		2,280,000
Old Point Financial	25,000		251,250
Peapack-Gladstone Financial	10,500		112,770

			13,699,129

Consumer Finance - 0.3%
World Acceptance ^1,³	42,000		3,087,000

Diversified Financial Services - 0.5%
Banca Finnat Euramerica	1,060,000		394,972
Interactive Brokers Group Cl. A	100,000		1,494,000
PICO Holdings ¹	106,100		2,183,538
RHJ International ¹	102,500		465,639
State Bank of Mauritius	46,000		131,652

			4,669,801

Insurance - 5.6%
Alleghany Corporation ¹	35,619		10,161,744
Argo Group International Holdings	64,751		1,875,189
Brown & Brown	291,800		6,603,434
Crawford & Company Cl. B	1,160		7,146
Discovery Holdings	120,000		646,636
eHealth ^1,³	32,000		470,400
E-L Financial	19,900		6,641,472
Enstar Group ¹	11,000		1,080,200
Erie Indemnity Cl. A	50,000		3,908,000
Hilltop Holdings ¹	290,400		2,453,880
Independence Holding	317,658		2,582,560
Platinum Underwriters Holdings	139,000		4,741,290
^† Primerica	170,000		3,950,800
ProAssurance Corporation	22,000		1,756,040
RLI	80,724		5,881,551
Validus Holdings	16,300		513,450
White Mountains Insurance Group	1,050		476,133

			53,749,925

Real Estate Investment Trusts (REITs) - 0.6%
^† Colony Financial	405,178		6,365,346

Real Estate Management & Development - 1.9%
Altisource Portfolio Solutions ¹	41,199		2,067,366
Consolidated-Tomoka Land	63,564		1,720,677
E-House China Holdings ADR	406,100		1,734,047
Forestar Group ¹	180,000		2,723,400
Kennedy-Wilson Holdings	150,000		1,587,000


	SHARES		VALUE
Financials (continued)
Real Estate Management & Development (continued)
Midland Holdings		1,927,800	$	1,002,796
St. Joe Company (The) ^1,³		127,000		1,861,820
Tejon Ranch ^1,³		222,000		5,434,560

				18,131,666

Thrifts & Mortgage Finance - 0.6%
CFS Bancorp		150,000		649,500
HopFed Bancorp		108,721		706,686
Kearny Financial		70,862		673,189
MyState		152,000		522,365
Ocwen Financial ¹		123,600		1,789,728
Timberland Bancorp ^1,⁵		444,200		1,710,170

				6,051,638

Total (Cost $229,860,099)				199,341,900


Health Care – 7.3%
Biotechnology - 0.2%
Pharmacyclics ^1,³		98,746		1,463,416
3SBio ADR ¹		21,600		220,752

				1,684,168

Health Care Equipment & Supplies - 2.3%
Allied Healthcare Products ¹		180,512		613,741
Analogic Corporation		40,135		2,300,538
Atrion Corporation		15,750		3,783,622
bioMerieux		13,800		986,623
Carl Zeiss Meditec		163,700		3,457,699
CONMED Corporation ¹		81,500		2,092,105
DiaSorin		30,000		756,748
DynaVox Cl. A ^1,³		55,000		200,200
IDEXX Laboratories ¹		40,201		3,093,869
Kossan Rubber Industries		700,600		718,281
Nihon Kohden		25,100		619,266
Straumann Holding		4,000		690,301
Top Glove		700,000		1,104,101
Urologix ¹		315,500		340,740
Young Innovations		62,550		1,853,356
Zoll Medical ¹		400		25,272

				22,636,462

Health Care Providers & Services - 0.7%
Cross Country Healthcare ¹		30,000		166,500
Landauer		75,500		3,888,250
^† Metropolitan Health Networks ^1,³		28,100		209,907
MWI Veterinary Supply ¹		10,000		664,400
VCA Antech ¹		72,900		1,439,775

				6,368,832

Life Sciences Tools & Services - 2.9%
Affymetrix ¹		10,000		40,900
Albany Molecular Research ¹		85,000		249,050
^† Bio-Rad Laboratories Cl. A ¹		21,888		2,102,124
EPS		512		985,818
Furiex Pharmaceuticals ¹		8,333		139,244
ICON ADR ^1,³		266,650		4,562,381
Luminex Corporation ^1,³		20,000		424,600
Mettler-Toledo International ¹		33,500		4,948,285


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.	2011 Annual Report to Stockholders \| 23


Royce Value Trust


Schedule of Investments


	SHARES		VALUE
Health Care (continued)
Life Sciences Tools & Services (continued)
PAREXEL International ^1,³		312,400	$	6,479,176
PerkinElmer		185,800		3,716,000
Techne Corporation		71,000		4,846,460

				28,494,038

Pharmaceuticals - 1.2%
Adcock Ingram Holdings		230,000		1,759,357
Almirall		140,000		962,146
Boiron		60,000		1,554,654
Daewoong Pharmaceutical		17,582		442,602
Hikma Pharmaceuticals		60,000		577,716
Kalbe Farma		800,000		299,972
Recordati		215,000		1,554,104
Santen Pharmaceutical		72,000		2,965,311
Virbac		9,000		1,396,626

				11,512,488

Total (Cost $51,570,332)				70,695,988


Industrials – 27.9%
Aerospace & Defense - 2.0%
Cubic Corporation		8,600		374,874
Ducommun		117,200		1,494,300
HEICO Corporation		168,281		9,841,073
HEICO Corporation Cl. A		51,718		2,035,103
Hexcel Corporation ¹		47,500		1,149,975
Moog Cl. A ¹		25,000		1,098,250
National Presto Industries		3,000		280,800
Teledyne Technologies ^1,³		62,430		3,424,286

				19,698,661

Air Freight & Logistics - 1.8%
C. H. Robinson Worldwide		50,000		3,489,000
Forward Air		209,750		6,722,488
Hub Group Cl. A ^1,³		149,400		4,845,042
UTi Worldwide		175,000		2,325,750

				17,382,280

Airlines - 0.0%
^† Spirit Airlines ^1,³		11,200		174,720

Building Products - 1.1%
American Woodmark		123,335		1,684,756
Burnham Holdings Cl. B ⁴		36,000		484,200
Simpson Manufacturing		258,400		8,697,744
Sung Kwang Bend		15,700		258,941

				11,125,641

Commercial Services & Supplies - 2.5%
Brink's Company (The)		206,320		5,545,882
Cintas Corporation		25,000		870,250
CompX International Cl. A		185,300		2,729,469
Copart ¹		74,890		3,586,482
Kimball International Cl. B		286,180		1,450,932
Moshi Moshi Hotline		220,000		2,072,236
Ritchie Bros. Auctioneers		337,700		7,456,416

				23,711,667

Construction & Engineering - 1.6%
EMCOR Group		199,400		5,345,914


	SHARES		VALUE
Industrials (continued)
Construction & Engineering (continued)
Integrated Electrical Services ¹		266,349	$	511,390
Jacobs Engineering Group ¹		81,400		3,303,212
KBR		175,000		4,877,250
Raubex Group		650,000		1,074,939

				15,112,705

Electrical Equipment - 3.1%
AZZ		43,000		1,953,920
Belden		57,800		1,923,584
Franklin Electric		104,600		4,556,376
Fushi Copperweld ¹		132,931		999,641
GrafTech International ¹		395,090		5,392,978
Jinpan International		138,384		1,127,138
Powell Industries ¹		92,400		2,890,272
Preformed Line Products		91,600		5,464,856
Regal-Beloit		116,500		5,938,005

				30,246,770

Industrial Conglomerates - 0.6%
Raven Industries		96,200		5,954,780

Machinery - 10.1%
Armstrong Industrial		2,776,100		481,572
Burckhardt Compression Holding		18,400		4,603,428
China Automation Group		594,800		172,315
CLARCOR		92,500		4,624,075
Columbus McKinnon ¹		133,100		1,689,039
Donaldson Company		92,800		6,317,824
FAG Bearings India		28,000		553,594
Flowserve Corporation		9,200		913,744
Gardner Denver		25,900		1,995,854
Graco		116,376		4,758,615
Hardinge		26,193		210,854
IDEX Corporation		67,400		2,501,214
Industrea		1,064,700		1,067,196
Kennametal		155,000		5,660,600
Lincoln Electric Holdings		216,760		8,479,651
Lindsay Corporation		6,400		351,296
Mueller Water Products Cl. A		72,500		176,900
NN ¹		197,100		1,182,600
Nordson Corporation		204,200		8,408,956
Pfeiffer Vacuum Technology		31,000		2,713,034
PMFG ^1,³		255,352		4,981,917
Rational		8,000		1,741,543
RBC Bearings ¹		47,000		1,959,900
Rotork		12,500		374,661
Semperit AG Holding		72,500		2,791,536
Spirax-Sarco Engineering		82,000		2,385,190
Valmont Industries		53,800		4,884,502
WABCO Holdings ¹		103,800		4,504,920
Wabtec Corporation		103,325		7,227,584
Woodward		231,600		9,479,388

				97,193,502

Marine - 0.5%
Kirby Corporation ¹		80,000		5,267,200

Professional Services - 2.3%
Advisory Board (The) ¹		128,500		9,535,985


24 \| 2011 Annual Report to Stockholders	THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

December 31, 2011


	SHARES		VALUE
Industrials (continued)
Professional Services (continued)
CRA International ¹		64,187	$	1,273,470
FTI Consulting ¹		7,850		332,997
JobStreet Corporation		50,000		35,174
ManpowerGroup		78,600		2,809,950
Michael Page International		200,000		1,083,373
On Assignment ¹		375,400		4,196,972
Robert Half International		98,900		2,814,694

				22,082,615

Road & Rail - 1.4%
Arkansas Best		100,500		1,936,635
Frozen Food Express Industries ¹		286,635		369,759
Landstar System		99,400		4,763,248
Patriot Transportation Holding ¹		212,958		4,621,189
Universal Truckload Services		114,976		2,086,814

				13,777,645

Trading Companies & Distributors - 0.9%
AerCap Holdings ¹		45,000		508,050
^† Air Lease Cl. A ^1,³		40,700		964,997
Lawson Products		161,431		2,490,880
MSC Industrial Direct Cl. A		60,948		4,360,830

				8,324,757

Total (Cost $164,936,029)				270,052,943


Information Technology – 22.3%
Communications Equipment - 2.4%
AAC Technologies Holdings		556,700		1,254,378
ADTRAN		121,700		3,670,472
Arris Group ¹		140,350		1,518,587
Bel Fuse Cl. A		36,672		770,845
Black Box		43,798		1,228,096
Cogo Group ¹		107,515		193,527
Comba Telecom Systems Holdings		812,128		655,633
Comtech Telecommunications		30,000		858,600
Emulex Corporation ^1,³		579,000		3,971,940
EVS Broadcast Equipment		37,298		1,906,299
Globecomm Systems ¹		183,700		2,513,016
Sonus Networks ¹		1,124,000		2,697,600
VTech Holdings		105,550		1,058,680
Zhone Technologies ¹		422,103		363,009

				22,660,682

Computers & Peripherals - 1.0%
China Digital TV Holding Co. ADR		5,000		15,850
Diebold		151,600		4,558,612
Electronics for Imaging ^1,³		8,517		121,367
Intermec ¹		23,000		157,780
Intevac ¹		57,450		425,130
SanDisk Corporation ¹		9,600		472,416
SMART Technologies Cl. A ¹		75,000		276,750
Steel Excel ^1,⁴		156,880		3,765,120

				9,793,025

Electronic Equipment, Instruments & Components - 9.9%
Agilysys ¹		165,125		1,312,744
Anixter International ¹		61,795		3,685,454


	SHARES		VALUE
Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Benchmark Electronics ¹		165,200	$	2,225,244
China 3C Group ¹		6,600		396
China High Precision Automation Group ²		2,720,300		478,773
Chroma Ate		519,982		1,020,078
Cognex Corporation		236,200		8,453,598
Coherent ¹		235,900		12,330,493
Dolby Laboratories Cl. A ^1,³		169,700		5,177,547
^† FEI Company ¹		127,500		5,199,450
FLIR Systems		105,000		2,632,350
Hana Microelectronics		1,391,300		833,457
Hollysys Automation Technologies ¹		65,727		546,849
Image Sensing Systems ¹		8,310		54,140
IPG Photonics ¹		73,600		2,492,832
Kingboard Chemical Holdings		311,900		921,652
Mercury Computer Systems ¹		40,500		538,245
Molex		72,600		1,732,236
National Instruments		251,850		6,535,507
Newport Corporation ¹		523,500		7,124,835
Nice		8,368		25,884
Perceptron ¹		357,700		1,702,652
Plexus Corporation ^1,³		195,700		5,358,266
Pulse Electronics		286,200		801,360
Richardson Electronics		395,712		4,863,300
Rofin-Sinar Technologies ^1,³		320,600		7,325,710
Tech Data ¹		136,500		6,744,465
TTM Technologies ¹		211,400		2,316,944
Vaisala Cl. A		166,000		3,523,467

				95,957,928

Internet Software & Services - 0.9%
^† Active Network ^1,³		21,500		292,400
Perficient ¹		10,000		100,100
RealNetworks		61,350		460,125
ValueClick ¹		145,000		2,362,050
^† VistaPrint ^1,³		175,000		5,355,000

				8,569,675

IT Services - 3.6%
Convergys Corporation ¹		121,000		1,545,170
CoreLogic ¹		94,000		1,215,420
Forrester Research ¹		40,300		1,367,782
Gartner ¹		101,000		3,511,770
Hackett Group ¹		655,000		2,449,700
ManTech International Cl. A		35,400		1,105,896
MAXIMUS		188,400		7,790,340
MoneyGram International ^1,³		164,962		2,928,075
NeuStar Cl. A ¹		84,287		2,880,087
Sapient Corporation		706,602		8,903,185
Total System Services		47,200		923,232
Western Union		7,000		127,820
Yucheng Technologies ¹		83,946		188,879

				34,937,356

Office Electronics - 0.1%
Zebra Technologies Cl. A ¹		28,100		1,005,418

Semiconductors & Semiconductor Equipment - 2.4%
Aixtron ADR		72,000		914,400


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.	2011 Annual Report to Stockholders \| 25

Royce Value Trust

Schedule of Investments


	SHARES		VALUE
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
Analog Devices	16,004	$	572,623
ASM Pacific Technology	110,000		1,234,324
BE Semiconductor Industries ⁴	58,000		376,420
Cymer ¹	105,700		5,259,632
Diodes ^1,³	262,850		5,598,705
Exar Corporation ¹	157,576		1,024,244
International Rectifier ¹	120,000		2,330,400
Power Integrations	49,000		1,624,840
^† Teradyne ¹	240,200		3,273,926
Veeco Instruments ^1,³	66,000		1,372,800

			23,582,314

Software - 2.0%
ACI Worldwide ¹	131,150		3,756,136
Advent Software ¹	68,500		1,668,660
ANSYS ¹	105,600		6,048,768
Aspen Technology ¹	42,100		730,435
Blackbaud	41,890		1,160,353
JDA Software Group ¹	49,900		1,616,261
Majesco Entertainment ^1,³	36,255		88,462
Net 1 UEPS Technologies ^1,³	50,000		383,500
NetScout Systems ¹	66,000		1,161,600
SimCorp	17,350		2,649,340
THQ ^1,³	20,000		15,200

			19,278,715

Total (Cost $191,860,117)			215,785,113


Materials – 9.9%
Chemicals - 1.4%
Cabot Corporation	58,000		1,864,120
CF Industries Holdings	4,500		652,410
Fufeng Group	3,029,100		1,388,458
Hanfeng Evergreen ¹	7,700		20,785
Hawkins	110,978		4,090,649
Huchems Fine Chemical	40,056		693,678
Intrepid Potash ¹	94,727		2,143,672
OM Group ¹	90,000		2,015,100
Victrex	70,000		1,191,462

			14,060,334

Construction Materials - 0.8%
Ash Grove Cement Cl. B ⁴	50,518		6,567,340
Mardin Cimento Sanayii	325,000		1,026,270

			7,593,610

Containers & Packaging - 1.3%
Broadway Industrial Group	1,677,200		381,461
Greif Cl. A	119,444		5,440,674
Mayr-Melnhof Karton	75,000		6,358,976

			12,181,111

Metals & Mining - 6.2%
Allegheny Technologies	3,500		167,300
Aquarius Platinum	350,000		851,743
AuRico Gold ¹	218,300		1,748,583
Centamin ¹	1,200,000		1,548,000
Central Steel & Wire ⁴	6,062		3,970,610


	SHARES		VALUE
Materials (continued)
Metals & Mining (continued)
Cliffs Natural Resources		37,200	$	2,319,420
Commercial Metals		36,600		506,178
Endeavour Mining ^1,³		300,000		715,583
Endeavour Mining (Warrants) ¹		75,000		51,534
Fresnillo		40,000		948,572
Hecla Mining		300,000		1,569,000
Hidili Industry International
Development		60,000		17,768
Hochschild Mining		375,500		2,249,799
IAMGOLD Corporation		95,620		1,515,577
Kimber Resources ^1,³		560,000		481,600
Maharashtra Seamless		265,000		1,590,349
Major Drilling Group International		345,100		5,264,151
Medusa Mining		525,000		2,389,517
New Gold ¹		135,000		1,360,800
Northam Platinum		460,000		1,709,497
Nucor Corporation		166,050		6,570,598
Orbit Garant Drilling ¹		36,100		183,911
Reliance Steel & Aluminum		152,920		7,445,675
Royal Gold		34,400		2,319,592
Schnitzer Steel Industries Cl. A		100,000		4,228,000
Silvercorp Metals		116,500		745,600
Sims Metal Management ADR		232,383		2,986,122
Synalloy Corporation		178,800		1,836,276
Worthington Industries		185,000		3,030,300

				60,321,655

Paper & Forest Products - 0.2%
China Forestry Holdings ^1,²		3,563,800		676,822
Duratex		120,000		573,864
^† Qunxing Paper Holdings ²		3,296,000		437,113

				1,687,799

Total (Cost $82,708,352)				95,844,509


Telecommunication Services – 0.6%
Wireless Telecommunication Services - 0.6%
^† Telephone & Data Systems		210,000		5,436,900

Total (Cost $5,760,616)				5,436,900


Miscellaneous ⁶ – 4.9%
Total (Cost $50,772,540)				47,162,474


TOTAL COMMON STOCKS
(Cost $936,906,235)				1,106,481,729


PREFERRED STOCK – 0.1%
Seneca Foods Conv. ^1,²
(Cost $796,469)		55,000		1,278,090


26 \| 2011 Annual Report to Stockholders	THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

December 31, 2011


	PRINCIPAL
	AMOUNT		VALUE
CORPORATE BOND – 0.0%
GAMCO Investors (Debentures) 0.00%
due 12/31/15
(Cost $289,840)	$	289,800	$	190,063


REPURCHASE AGREEMENT – 8.7%
Fixed Income Clearing Corporation,
0.01% dated 12/30/11, due 1/3/12,
maturity value $84,083,093 (collateralized
by obligations of various U.S. Government
Agencies, 4.25% due 9/30/12, valued at
$86,188,947)
(Cost $84,083,000)				84,083,000


	VALUE
COLLATERAL RECEIVED FOR SECURITIES LOANED – 2.0%
Money Market Funds
Federated Government Obligations Fund
(7 day yield-0.0098%)
(Cost $18,943,423)	$	18,943,423


TOTAL INVESTMENTS – 125.3%
(Cost $1,041,018,967)		1,210,976,305

LIABILITIES LESS CASH AND OTHER ASSETS – (2.5)%		(24,336,432	)

PREFERRED STOCK – (22.8)%		(220,000,000	)


NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS – 100.0%	$	966,639,873



†	New additions in 2011.
1	Non-income producing.
2	Securities for which market quotations are not readily available represent 0.3% of net assets. These securities have been valued at their fair value under procedures approved by the Fund's Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.
3	All or a portion of these securities were on loan at December 31, 2011. Total market value of loaned securities at December 31, 2011, was $18,351,690.
4	These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.
5	At December 31, 2011, the Fund owned 5% or more of the Company's outstanding voting securities thereby making the Company an Affiliated Company as that term is defined in the Investment Company Act of 1940. See Notes to Financial Statements.
6	Includes securities first acquired in 2011 and less than 1% of net assets applicable to Common Stockholders.

	Bold indicates the Fund's 20 largest equity holdings in terms of December 31, 2011, market value.

	TAX INFORMATION: The cost of total investments for Federal income tax purposes was $1,036,798,390. At December 31, 2011, net unrealized appreciation for all securities was $174,177,915, consisting of aggregate gross unrealized appreciation of $315,126,090 and aggregate gross unrealized depreciation of $140,948,175. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.	2011 Annual Report to Stockholders \| 27


Royce Value Trust	December 31, 2011


Statement of Assets and Liabilities


ASSETS:
Investments at value (including collateral on loaned securities)
Non-Affiliated Companies (cost $951,503,401)	$	1,125,183,135
Affiliated Companies (cost $5,432,566)		1,710,170

Total investments at value		1,126,893,305
Repurchase agreements (at cost and value)		84,083,000
Cash and foreign currency		157,955
Receivable for investments sold		422,538
Receivable for dividends and interest		1,223,901
Prepaid expenses and other assets		438,826

Total Assets		1,213,219,525

LIABILITIES:
Payable for collateral on loaned securities		18,943,423
Payable for investments purchased		6,565,490
Payable for investment advisory fee		495,287
Preferred dividends accrued but not yet declared		288,451
Accrued expenses		287,001

Total Liabilities		26,579,652

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	$	966,639,873

ANALYSIS OF NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:
Common Stock paid-in capital - $0.001 par value per share; 68,171,494 shares outstanding (150,000,000 shares authorized)	$	792,918,593
Undistributed net investment income (loss)		2,529,467
Accumulated net realized gain (loss) on investments and foreign currency		1,534,891
Net unrealized appreciation (depreciation) on investments and foreign currency		169,945,371
Preferred dividends accrued but not yet declared		(288,449	)

Net Assets applicable to Common Stockholders (net asset value per share - $14.18)	$	966,639,873

Investments at identified cost (including $18,943,423 of collateral on loaned securities)	$	956,935,967
Market value of loaned securities		18,351,690


28 \| 2011 Annual Report to Stockholders	THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


Royce Value Trust	Year Ended December 31, 2011


Statement of Operations


INVESTMENT INCOME:
Income:
Dividends¹	$	16,894,268
Interest		70,069
Securities lending		291,553

Total income		17,255,890

Expenses:
Investment advisory fees		9,250,388
Stockholder reports		390,291
Custody and transfer agent fees		353,506
Administrative and office facilities		130,674
Directors' fees		123,009
Professional fees		93,940
Other expenses		174,244

Total expenses		10,516,052

Net investment income (loss)		6,739,838

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss):
Investments in Non-Affiliated Companies		36,155,485
Investments in Affiliated Companies		(205,752	)
Foreign currency transactions		(235,955	)
Net change in unrealized appreciation (depreciation):
Investments and foreign currency translations		(143,666,818	)
Other assets and liabilities denominated in foreign currency		(3,447	)

Net realized and unrealized gain (loss) on investments and foreign currency		(107,956,487	)

NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS		(101,216,649	)

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS		(12,980,000	)

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS FROM INVESTMENT OPERATIONS	$	(114,196,649	)

¹ Net of foreign withholding tax of $586,096.


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.	2011 Annual Report to Stockholders \| 29

Royce Value Trust

Statement of Changes in Net Assets Applicable to Common Stockholders


	Year ended			Year ended
	12/31/11			12/31/10
INVESTMENT OPERATIONS:
Net investment income (loss)	$	6,739,838		$	15,554,527
Net realized gain (loss) on investments and foreign currency		35,713,778			111,092,900
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(143,670,265	)		143,429,334

Net increase (decrease) in net assets from investment operations		(101,216,649	)		270,076,761

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:
Net investment income		(2,024,508	)		(12,980,000	)
Net realized gain on investments and foreign currency		(10,955,492	)		—

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

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS FROM INVESTMENT OPERATIONS		(114,196,649	)		257,096,761

DISTRIBUTIONS TO COMMON STOCKHOLDERS:
Net investment income		(5,275,650	)		(1,980,699	)
Net realized gain on investments and foreign currency		(28,548,829	)		—
Return of capital		(18,288,444	)		—

Total distributions to Common Stockholders		(52,112,923	)		(1,980,699	)

CAPITAL STOCK TRANSACTIONS:
Reinvestment of distributions to Common Stockholders		27,070,308			986,327

Total capital stock transactions		27,070,308			986,327

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS		(139,239,264	)		256,102,389

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:
Beginning of year		1,105,879,137			849,776,748

End of year (including undistributed net investment income (loss) of $2,529,467 at 12/31/11 and $2,347,906 at 12/31/10)	$	966,639,873		$	1,105,879,137


30 \| 2011 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,

2011

2010

2009

2008

2007