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, 2012 – December 31, 2012

Item 1. Reports to Shareholders.

ANNUAL
REVIEW AND REPORT
TO STOCKHOLDERS

	Royce Value Trust Royce Micro-Cap Trust Royce Focus Trust



	www.roycefunds.com

A Few Words on Closed-End Funds

Royce & Associates, LLC manages three closed-end funds: Royce Value Trust, the first small-cap value closed-end fund offering; Royce Micro-Cap Trust, the only micro-cap closed-end fund; and Royce Focus Trust, a closed-end fund that invests in a limited number of primarily small-cap companies.

A closed-end fund is an investment company whose shares are listed and traded on a stock exchange. Like all investment companies, including open-end mutual funds, the assets of a closed-end fund are professionally managed in accordance with the investment objectives and policies approved by the Fund’s Board of Directors. A closed-end fund raises cash for investment by issuing a fixed number of shares through initial and other public offerings that may include shelf offerings and periodic rights offerings. Proceeds from the offerings are invested in an actively managed portfolio of securities. Investors wanting to buy or sell shares of a publicly traded closed-end fund after the offerings must do so on a stock exchange, as with any publicly traded stock. This is in contrast to open-end mutual funds, in which the fund sells and redeems its shares on a continuous basis.

A Closed-End Fund Offers Several Distinct Advantages Not Available from an Open-End Fund Structure

•	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. Each of the Funds has adopted a quarterly distribution policy for its common stock. Please see page 16-18 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 11, 13, and 15. For additional information on the Funds’ Distribution Reinvestment and Cash Purchase Options and the benefits for stockholders, please see page 18 or visit our website at www.roycefunds.com.

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Table of Contents


Annual Review


Performance Table	2

Letter to Our Stockholders	3

2012: In Quotes	63

Postscript: The Lessons of 40 years	64


Annual Report to Stockholders	9




For 40 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.

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Performance Table

NAV Average Annual Total Returns

Through December 31, 2012

	Royce			Royce			Royce			Russell			Russell			Russell
	Value Trust			Micro-Cap Trust			Focus Trust			2000 Index			Microcap Index			2500 Index

One-Year		15.41	%		17.34	%		11.42	%		16.35	%		19.75	%		17.88	%

Five-Year		1.23			2.15			1.38			3.56			1.46			4.34

10-Year		9.48			10.45			12.19			9.72			8.42			10.49

15-Year		8.14			8.60			9.17			5.89			n.a.			7.43

20-Year		10.06			n.a.			n.a.			8.43			n.a.			9.89

25-Year		11.15			n.a.			n.a.			9.74			n.a.			11.14

Since Inception		10.33			10.42			10.04			n.a.			n.a.			n.a.

Inception Date	11/26/86			12/14/93			11/1/96¹				n.a.			n.a.			n.a.

¹ 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. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. All indexes referenced are unmanaged and capitalization-weighted. Each indexes’s returns include net reinvested dividends and/or interest income. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Russell Investment Group. The Russell 2000 Index is an index of domestic small-cap stocks that measures the performance of the 2,000 smallest publicly traded U.S. companies in the Russell 3000 Index. The Russell Microcap Index includes 1,000 of the smallest securities in the small-cap Russell 2000 Index, along with the next smallest eligible securities as determined by Russell. The Russell 2500 Index is an index of the 2,500 smallest publicly traded U.S. companies in the Russell 3000 Index.

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Letter to Our Stockholders

Men can do nothing without the make-believe of a beginning.
– George Eliot

See a Little Light
When seeing out one year and ushering in another, it is important to remember that the calendar, useful though it may be, provides only one way of tracking time. Some people, for example, choose to look to spring for a new beginning, while others, more habituated to the rhythms of the school year, prefer the arrival of fall. The stock market, in all its caprice and unpredictability, most often eschews 12-month spans in favor of its own irregularly paced seasons. So we find ourselves, as we look back on 2012 and peer ahead to 2013, at one of those curious, familiar junctures when the calendar compels a shift that the market seems to have anticipated months before. From our perspective as active small-cap managers, the recent market cycle change was something of a watershed. In fact, it seems very likely to us that the 2012 small-cap low on June 4 signaled the end of the closely correlated, range-bound cycle of the last few years, a cycle that created ample disappointments for those of us committed to high quality, risk management, and long-term absolute returns. It is not yet clear that this June low will prove as auspicious as it looks to us at this writing. Suffice it to say that major market inflection points seldom do any of us the favor of announcing their arrival.		From our perspective as active small- cap managers, the recent market cycle change was something of a watershed. In fact, it seems very likely to us that the 2012 small-cap low on June 4 signaled the end of the closely correlated, range- bound cycle of the last few years, a cycle that created ample disappointments for those of us committed to high quality, risk management, and long-term absolute returns.

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Charles M. Royce, President One of the most interesting recent developments in the equity markets, particularly in the small-cap space, has been the persistent disparity in performance between high- and low-quality companies. Over longer periods of time, higher-quality companies have differentiated themselves from a performance standpoint, especially compared to the lower quality segments of the market. While the aftermath of the financial crisis altered this script, there are signs that the dynamic is changing. Historically, lower-quality companies have tended to demonstrate their most robust outperformance when markets are in the initial recovery phase following a recession or bear market low. However, once economies and markets move from recovery to expansion, the rate of change in these inputs begins to slow while leadership tends to rotate back to higher- quality companies, whose business fundamentals are more compelling. Continued on page 6...			Letter to Our Stockholders It is equally important to emphasize that our new-found sanguine attitude is contingent on seeing in 2013 more of what we saw in the second half of 2012, particularly in last year’s closing months. During this period, investors were looking more closely at companies that possess sustainable quality in the form of strong balance sheets, high returns on invested capital, steady earnings, and reasonable dividends while paying a bit less attention to high-yield instruments, copiously leveraged stocks, and explosive growth surprises. We want to stress the extremely cautious nature of our optimism. The resurgence of quality off the June low was not decisive and has been thus far short lived. However, in our view, it did mark a subtle and significant shift that grew more pronounced in the fourth quarter, most notably in October and November when share prices went wobbly from the impact of Hurricane Sandy and the aftermath of the elections, which included periods of recurrent anxiety over the then-looming fiscal cliff. Quality shone through in this more uncertain period. Throughout most of our first 35 years of managing portfolios, this resilience would have been unexceptional, and hardly worth mentioning, because quality companies have historically defended well. However, since the spring of 2010—and even more dramatically since the April 2011 small-cap high—little of what worked historically has enjoyed success. This has made the last five years—the last three particularly—among the most frustrating periods of our 40 years in business. With retrospective clarity, perhaps we should have suspected that something was amiss, or at least historically aberrant, when stocks rebounded so quickly and dynamically from the March 2009 bottom. Considering that the recession which began in 2007 was made far worse by the global financial crisis in the fall of 2008, the market’s surge may have been too much too soon, welcome though it was. In any event, investors soon became more than a little wary, shuffling in and out of stocks with little regard for business fundamentals and too much for macro headlines, nearly all of them negative. Unable to establish any clear direction, the market sputtered as it rose and wheezed as it stumbled. It often seemed as though many of the investors who were frantically shoving money in and pulling it out again weeks, days, or hours later were the same people decrying the mercurial nature of asset prices and questioning whether equities were any longer a viable investment option. Along the way, results for passive investment approaches began to outpace those of an ever-larger number of active managers. So it is with a large measure of relief that we bid a tentative and hopeful good-bye to all that as we look ahead to better, more stable days. The Wall of Worry An old adage has it that “the market climbs a wall of worry” during those times when stocks behave bullishly in the face of negative news or perceptions. It seems clear to us that in 2012, the market scaled just such a wall. Consider the following: For the most part, the bearish second quarter eroded, but did not undo, the gains achieved in the first. The year’s final six months found many investors still behaving coolly toward equities and a host of large-scale economic and fiscal issues yet to be fully worked through. As the year closed, a fiscal cliff deal had yet to be reached, various European nations continued to flirt with financial peril, and China was still growing

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at a slower pace than in previous boom years. In addition, there was a typically contentious presidential election preceded by a disastrous hurricane that swept through the world’s financial capital. Yet the market ultimately shrugged off most of these concerns. Share prices did not skyrocket following the June 4 small-cap low. July, in fact, saw a downturn for most stocks. But August and September were highly rewarding months that enabled equities to rally decisively enough to post impressive third-quarter results. For the quarter, the small-cap Russell 2000 Index gained 5.3% while the large-cap S&P 500 and Russell 1000 Indexes were up 6.4% and 6.3%, respectively, and the more tech-oriented Nasdaq Composite climbed 6.2%. Following the strong third quarter, equities took a bit of breather in October, before rallying again in November and December, which repeated to some degree the third quarter’s pattern, though with far more modest or slightly negative results. For the fourth quarter, the Russell 2000 was up 1.9%, the Russell 1000 rose 0.1%, the S&P 500 was off 0.4%, and the Nasdaq Composite fell 3.1%. The end result was a strong calendar year, especially compared to 2011, with each major equity index posting double-digit returns. In 2012, the Russell 2000 gained 16.3%, the S&P 500 rose 16.0%, the Russell 1000 was up 16.4%, and the Nasdaq Composite increased 15.9%. Three-year returns for the major indexes were also strong, with each again posting double-digit average annual total returns. For the three-year period ended December 31, 2012, the Russell 2000 led with a gain of 12.2%. The Russell 2000, Russell 1000, and S&P 500 each finished the year within 2.5% of their respective highs established during 2012’s third quarter, while the Nasdaq Composite remained 40.2% below its peak from March 10, 2000. Non-U.S. equities also enjoyed a strong second half after starting the year with generally lower gains when stacked against their domestic cousins. The Russell Global ex-U.S. Small Cap Index climbed 8.3% in the third quarter, while the Russell Global ex-U.S. Large Cap Index rose 7.7%. In contrast to the domestic indexes, these strong third-quarter performances were followed by consistently positive results in the fourth quarter. The Russell Global ex-U.S. Small Cap Index was up 4.8% versus a gain of 5.8% for the Russell Global ex-U.S. Large Cap Index. For the full year small-caps were the leaders, with the Russell Global ex-U.S. Small Cap Index gaining 18.8% while the Russell Global ex-U.S. Large Cap Index was up 17.0%. So while the perception persists that non-U.S. markets are a mess—a perception based on the uncertain debt and currency situations in Europe and slower-than-desired growth in developing countries—the reality is that stocks across the globe finished the year with highly attractive results. Shifting back stateside finds that micro-cap stocks enjoyed a very strong year. After finishing the first half with an enviable 13.0% return, the Russell Microcap Index climbed 5.9% in the third quarter and was essentially flat in the fourth, up 0.04%, which gave the index a 19.7% increase in 2012. Mid-cap stocks also experienced robust results for the calendar year—the Russell Midcap Index was up 17.3% in 2012.				An old adage has it that “the market climbs a wall of worry” during those times when stocks behave bullishly in the face of negative news or perceptions. It seems clear to us that in 2012 the market scaled just such a wall.

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	However, the four rounds of QE have created an extended tailwind for low-quality companies. Highly levered businesses—a low-quality attribute from our standpoint—have benefited from the sharp drop in the cost of capital that has accompanied the Fed’s bond buying programs. Access to capital has simultaneously improved, allowing weaker companies to stave off potential financing challenges. This is particularly relevant in the smaller company space where financing is often tenuous. Interestingly, companies with large net cash positions have also lagged as that cash has been viewed as an unproductive asset that generates little or no return, even though it provides a healthy margin of safety and is often the result of profitability. Even allowing for strong second-half results, high-quality small-caps look highly attractive to us relative to both their lower-quality counterparts and their high-quality peers in the large-cap space. The drop in market volatility back to pre-crisis levels, as measured by the VIX, has contributed to the relative strength of low-quality companies. Investors’ appetite for riskier assets tends to correlate with sharp moves—both up and down—in volatility. As the more violent swings in the market dissipated, investors were increasingly willing to embrace the added risk associated with lower quality enterprises. Continued on page 8...

Letter to Our Stockholders


Good-Bye to All That (We Hope)
Calendar-year results for our closed-end funds fell a bit short of our expectations on a relative basis, even as all three of the portfolios finished the year with both solid second-half performances and more-than-respectable absolute returns. Certainly some holdings drew a benefit from the market’s suddenly renewed affection for quality characteristics. Results as a whole therefore left us frustrated yet hopeful, for the reasons outlined above. We have previously discussed the reasons for recent performance disappointments, but they are worth recapping for what we would like to think will be the last time, at least for a while. Beginning with 2007’s recession and moving through the global financial crisis into the early days of June 2012, the markets were highly volatile, closely correlated, and frequently disappointing. This pattern could first be seen emerging in the spring of 2010 and was cast in harder material by the small-cap high on April 29, 2011. So while the one- and three-year numbers for the major domestic indexes were strong through the end of 2012, investors continue to be leery of the market, most probably owing to its lack of a sustainable course, bullish or bearish, especially in the roughly 13-month period between the April 2011 high and the 2012 low in early June. More importantly, this cycle of high correlation often proved difficult for our closed-end portfolios.
2012 NAV TOTAL RETURNS FOR THE ROYCE FUNDS VS. RUSSELL 2000, RUSSELL MICROCAP AND THE RUSSELL 2500 as of 12/31/12
¹	Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights.
Throughout this time, we remained patient and disciplined, resolutely searching for companies that met our standards for quality and attractive valuation while investors grew more interested in other matters. On the one hand, they sought safety in fixed income instruments, utilities, or high-yielding vehicles such as REITs and MLPs; on the other hand they looked

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for fast, dramatic growth, which most often came from highly leveraged companies in which we take no interest. For our part, we continued to see many companies across several sector and industry groups that answered to our preferred combination of quality and value. However, many of the largest company, industry and/or sector weightings in some portfolios have fared poorest, including those in the Energy, Materials, and Information Technology sectors. While all of this has been frustrating, none of it has changed the way in which we invest or construct portfolios. As we said in our Semiannual Review and Report, patience and discipline are not virtues to which we pay lip service. Our investment horizon will remain squarely focused on the long term, as it has for 40 years. New Cycle, New Balance The recent era of low rates and ample liquidity has not changed our view of the importance of strong balance sheets, high returns on invested capital, cash flow, or dividends. Many small-cap companies that possess any number of these characteristics underperformed the Russell 2000 in 2010, 2011, and the first half of 2012, which definitely hampered the effectiveness of our disciplined approach. This can be seen in the Funds’ three-, five-year, and in the case of Royce Value Trust, even 10-year, results. We did not enjoy watching certain portfolio favorites languish. But not once did we consider changing our core principles. We knew that we were in a highly anomalous market, one that we may not see again for more than a generation. So we stayed patient and consistent while we waited for the cycle to shift. Our contention is that quality stocks underperformed through much of the recent cycle of correlation owing to both the zero-interest-rate policies that the Fed has implemented over the last few years and the related rounds of quantitative easing. With interest rates so low, companies were finding it very easy to restructure debt or take on more of it. The price companies were paying to do so was miniscule, so investors acted accordingly by rewarding a number of fast-growing, highly leveraged businesses while often ignoring those with strong balance sheets. In an environment where the cost of debt has been virtually nil, low-debt companies lost their traditional advantage. (Our Sidebar, piece provides some more details.) However, we also suspect that we have reached a stage where this advantage is diminishing because rates have been historically low for a few years now and monetary stimulus no longer has the same dramatic impact it had with the first two or three rounds of quantitative easing. In addition to their stalwart second-half returns, we think this is a good sign for high-quality small-cap stocks. A Quality Cycle? As correlation continues to abate, we expect to see more opportunities for quality stocks to flourish. This is ultimately why we were not surprised by the market’s strength in the second half, even with ample ongoing uncertainty. We feel confident that the market has entered a cycle				We did not enjoy watching certain portfolio favorites languish. But not once did we consider changing our core principles. We knew that we were in a highly anomalous market, one that we may not see again for more than a generation. So we stayed patient and consistent while we waited for the cycle to shift.

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	The current preference for passive strategies and ETFs at the expense of active management has also played a role. Within small-cap, active managers, especially those with a long-term orientation, tend to have a quality bias in their portfolios, while passive index vehicles, especially those meant to replicate the Russell 2000, have no bias other than market cap and therefore have a higher weighting in lower-quality companies. Persistent redemptions of actively managed funds combined with modest inflows to ETFs have further distorted the low quality/high performance differential. The key question, then, is when will this change? It is our view that it may already have begun. Interest rates, while at historic lows, cannot fall much lower. In fact, each successive round of quantitative easing is exerting less and less pressure on rates while at the same time raising the specter of increased inflation down the road. While liquidity should remain abundant, the rate of change in the cost of capital has clearly peaked. By the same token, the rate of decline in market volatility has significantly slowed with the VIX now back to its long-run averages. And while the global economy continues to grow, GDP statistics are anything but robust. Low-quality companies have had an extended moment in the sun, but it is our strong belief that we are entering a new era for quality.

Letter to Our Stockholders


in which stock picking matters. Our optimism, cautious as it is, is bolstered by the fact that in the years ahead earnings growth can accelerate for small caps and should be robust as the economy continues to improve. While many companies are hesitant about capital expenditures, those issues have more to do with timing. That is, businesses were not willing to start spending until the President and Congress struck a deal. Yet our meetings with management teams have convinced us that there is no question about their willingness to invest. In this context, it is worth mentioning that the tax and stimulus deal that was struck early in January still left important matters such as infrastructure spending, entitlements, and the next debt ceiling increase unresolved. So there will be opportunities for political intransigence to potentially affect the markets in 2013, and it will be interesting to see how investors respond to additional rounds of fiscal gridlock. Our thought is that greater levels of attention to business fundamentals will remain high. We believe that equities will continue their positive performance into 2013, that quality-oriented companies and active management approaches, especially within the small-cap universe, will continue their resurgence, and that non-U.S. small-caps will continue to surprise on the upside. We are very happy to say that it looks like a new, more historically typical cycle has begun.

	Sincerely


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

	January 31, 2013

Manager’s Discussion
Strong results in the final six months of 2012 helped Royce Value Trust (RVT) to enjoy a strong year on an absolute basis even as it came up a bit short on a relative scale. RVT gained 15.4% on an NAV (net asset value) basis and 16.2% on a market price basis in 2012 compared to gains of 16.3% for both of its unleveraged small-cap benchmarks, the Russell 2000 and S&P SmallCap 600 Indexes.
     The Fund enjoyed full participation in the rally that enlivened the year’s first quarter, up 13.9% on an NAV basis and 14.7% on a market price basis versus 12.4% for the Russell 2000 and 12.0% for the S&P SmallCap 600. This relative advantage was lost, however, once stock prices began to decline following a small-cap high on March 26. Investors once again shifted from bullish to bearish based on a now-familiar set of macro headlines concerning European debt and the pace of global economic growth, particularly in the U.S. and China. RVT fell hard in the second quarter, down 8.6% on an NAV basis and 8.9% on a market price basis versus respective declines of 3.5% and 3.6% for the Russell 2000 and S&P SmallCap 600.
     Small-cap stocks reached their low for the year on June 4, 2012, though it would not be until July and August that the presence of a rally began to be felt. Though not as dynamic as the first quarter’s bull run, the third quarter was the year’s second shift into an up phase. The Fund once more did well as share prices climbed, gaining 5.1% on an NAV basis and 6.3% based on market price while the Russell 2000 was up 5.3% and the S&P SmallCap 600 rose 5.4%. For stocks as a whole, the fourth quarter was a more mixed period. Investors did their best to make sense of the effects of Hurricane Sandy, the elections, the looming fiscal cliff, and another round of quantitative easing announced by the Fed in mid-December. This muted the performance of RVT’s benchmarks—the Russell 2000 was up 1.9% in the fourth quarter while the S&P SmallCap 600 rose 2.2%. The Fund handily outpaced each benchmark for the same period, up 5.5% on an NAV basis and 4.6% on a market price basis. This gave the Fund an NAV advantage for the second half and from the 2012 small-cap low on June 4 through the end of December. For this period, RVT gained 17.4% on an NAV basis (+15.6% based on market price) versus respective gains of 16.3% and 15.8% for the Russell 2000 and S&P SmallCap 600.
     Longer-term relative results were mixed, with some key pockets of strength. From the small-cap trough on March 9, 2009 through December 31, 2012, RVT was up 187.2% on an NAV basis and 207.0% on a market price basis versus a gain of 160.9% for the Russell 2000 and 174.6% for the S&P SmallCap 600. On an NAV basis, the Fund outperformed both benchmarks for

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 2012.

Performance and Portfolio Review

the 15-, 25-year, and since inception (11/26/86) periods ended December 31, 2012. (The Fund also beat the Russell 2000 on both an NAV and market price basis for the 15-, 20-, 25-year, and since inception periods.) RVT’s NAV average annual total return since inception was 10.3%.
Nordson Corporation, part of the machinery group in the top-performing Industrials sector, was the Fund’s top contributor in 2012. The company has what we think is a highly attractive niche business making customized systems that apply adhesives, sealants, and coatings to consumer and industrial products during the manufacturing process. The company announced a 20% increase in its fiscal fourth quarter dividend in July, which not only excited investors, but also marked the 49^th consecutive year in which it increased its dividend. We trimmed our position in August. The recovery in the housing industry spurred the rapidly rising stock price of Mohawk Industries in 2012, which in turn led us to take gains in February, May, November, and December. This conservatively capitalized company produces floor coverings for the residential and commercial markets. In addition to its robust earnings growth, investors seemed to like its aggressive attempts to capture market share by acquiring smaller competitors.
Shares of PMFG, a business we have owned since 1990, fell nearly 80% between its early February high and its 2012 low in late November, driven in large part by issuing a secondary offering priced at a sizable discount to its stock. As a manufacturer of custom products primarily for the natural gas industry, the company was also adversely affected by declining gas prices, increased expenses, and project delays, all of which hurt earnings. Fond of its growing business and attractive valuation, we increased our stake between February and September. Major Drilling Group International provides contract drilling services for the metals industry. Although the firm continued to operate profitably, revenue and earnings were hurt as precious metals miners pared back development projects. This in turn seemed to spark fears of a possible decrease in demand for its services. We added to our stake in 2012 before reducing it somewhat in early January 2013.

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.

¹ Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets.

Manager’s Discussion
The strong year for micro-cap stocks was reflected in the calendar-year results for Royce Micro-Cap Trust (RMT). The Fund was up 17.3% on an NAV (net asset value) basis and 14.0% on a market price basis in 2012 compared to 16.3% for its unleveraged small-cap benchmark, the Russell 2000 Index, and 19.8% for the unleveraged Russell Microcap Index.
     Stocks as a whole took off fast in 2012, building on a rally that began in early October 2011 and making for a pleasant and bullish opening quarter. The Fund gained 11.4% on an NAV basis and 8.8% on a market price basis compared to a 12.4% increase for its benchmark and a gain of 15.3% for the microcap index. The rally lost steam after small-caps reached a first-half high on March 26, derailed for the third straight year by the same three concerns: sovereign debt in Europe and the pace of economic growth in the U.S. and China. These anxieties drove share prices down through most of the second quarter, with May seeing the largest losses. RMT fell 4.4% on an NAV basis and 3.8% based on its market price in the second quarter. That same period saw the Russell 2000 lose 3.5% while the Russell Microcap lost 2.0%.
     Although the third quarter saw a resumption of bullish behavior, it was a more moderately paced run than what the market enjoyed during the first quarter. After reaching a 2012 low on June 4, share prices crept upward. For the third quarter, the Fund rose 6.8% on an NAV basis and 7.3% on a market price basis compared to a 5.3% increase for the Russell 2000 and a gain of 5.9% for the unleveraged Russell Microcap. The fourth quarter was a bit more volatile as investors tried to sort out the ramifications of Hurricane Sandy, the aftermath of the elections, the potential effects of the fiscal cliff, and a fourth round of quantitative easing. The Russell 2000 was up 1.9% and the Russell Microcap gained 0.04% while the Fund climbed 3.2% on an NAV basis and 1.4% based on market price for the year’s final quarter.
     The Fund’s strong year helped it to build on previous relative advantages over longer-term time frames. From the small-cap trough on March 9, 2009 through December 31, 2012, RMT gained 197.8% on an NAV basis and 214.7% on a market price basis versus a gain of 160.9% for the Russell 2000 and 160.4% for the Russell Microcap. On both an NAV and market price basis, the Fund was ahead of each index for the 10-year period ended December 31, 2012 while it also outperformed the Russell 2000 for the 15-year and since inception (12/14/93) periods as well. (Data for the Russell Microcap only goes back to 2000.) RMT’s NAV average annual total return since inception was 10.4%.
     Eight of the Fund’s nine equity sectors made positive contributions in 2012 while net losses for Energy—the portfolio’s lone detractor—were relatively modest. Financials and Industrials led

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. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. The market price of the Fund’s shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund normally invests in micro-cap companies, which may involve considerably more risk than 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 2012.

Performance and Portfolio Review

by a sizable margin while Consumer Discretionary, Health Care, and Information Technology also posted notable net gains. In fact, RMT’s underweight in Health Care did not stop the sector from making a meaningful positive impact—two of the Fund’s top three contributors hailed from that sector. Cancer drug developer Celsion Corporation made progress toward FDA approval for its liver cancer treatment ThermoDox, which helped its shares to soar and led us to begin reducing our position in July. During November and December we sold our position in Acadia Pharmaceuticals. Its price shot up late in November after the company announced the success of its drug Pimavanserin in treating psychosis in patients with Parkinson’s disease.
We also trimmed our stake in top contributor Integrated Electrical Services in October as its price rose. The company provides electrical contracting and maintenance services to the commercial, industrial, residential, and power line markets and also offers data communication services that include the installation of wiring for computer networks and fiber optic telecommunications systems. Its ongoing progress back to profitability seemed to attract investors, especially in the second half.
The stock price of PMFG, a business we have owned since 1994 in RMT’s portfolio, fell nearly 80% between its early February high and its 2012 low in late November, driven in large part by issuing a secondary offering priced at a sizable discount to its stock. As a manufacturer of custom products primarily for the natural gas industry, the company was also affected by declining gas prices, increased expenses, and project delays, all of which hurt earnings. Still believing in its niche business and increasingly attractive valuation, we increased our stake between February and June. Tough times for the energy industry, disappointing earnings, and insider selling back in March all helped to drive investors away from Dawson Geophysical. The company acquires and processes three-dimensional seismic data used to analyze subsurface geological conditions for potential oil and natural gas reserves. Its margins remained solid, and it boasts what we think is a highly attractive niche business, so we were happy to hold our shares throughout 2012.

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.

¹ Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets.

² Royce & Associates assumed investment management responsibility for the Fund on 11/1/96.

Manager’s Discussion
We were very pleased with the strong second half turned in by Royce Focus Trust (FUND), even if it was not quite strong enough to give the Fund an advantage over its new benchmark for the calendar year. In 2012, FUND rose 11.4% on an NAV (net asset value) basis and 12.1% on a market price basis versus 17.9% for its new unleveraged benchmark, the Russell 2500 Index, and 16.3% for the similarly unleveraged Russell 2000 Index.
     The year began on a positive note by extending the rally that began off the October 3, 2011 small-cap low. In the bullish first quarter of 2012, the Fund rose 11.0% on an NAV basis and 12.0% on a market price basis. While by each measure these were strong absolute showings, the Fund lagged both the Russell 2500, which was up 13.0%, and the Russell 2000, which rose 12.4%. Any hopes that the nearly six-month bull phase might keep running based on the slowly improving U.S. economy were dashed following an early small-cap high on March 26, 2012. Driving investors away from stocks was another round of macro worries, including anxiety over European debt and currency issues and the strength of the U.S. and Chinese economies. The effect on stock prices was predictably negative, hitting many of the Fund’s most heavily weighted, economically sensitive sectors hardest. The Fund fell 10.0% on an NAV basis and 8.3% on a market price basis in the second quarter, while for the same period the Russell 2500 lost 4.1% and the Russell 2000 fell 3.5%.
     Following the June 4, 2012 small-cap low, the market shook loose of the bear. The Fund’s relative results also began to improve substantially. For the third quarter, FUND climbed 10.1% on an NAV basis and 8.4% on a market price basis, in both cases beating the Russell 2500 (+5.6%) and the Russell 2000 (+5.3%). For most small-cap and mid-cap stocks the fourth quarter was slightly rockier, particularly from mid-September through mid-November. The Fund gave up some ground to both indexes in the fourth quarter, gaining 1.3% in NAV and 0.7% in market price while the Russell 2500 rose 3.1% and the Russell 2000 was up 1.9%. Yet FUND outpaced both indexes for the second half of 2012 on both an NAV (+11.5%) and market price (+9.2%) basis. The Russell 2500 was up 8.8% during this same period, while the Russell 2000 increased 7.2%.
     During the most recent full market cycle period that ran from the previous small-cap peak on July 13, 2007 through the small-cap peak on April 29, 2011, the Fund increased 10.2% on an NAV basis versus 9.2% for its new benchmark and 6.6% for the Russell 2000. On an NAV and market price basis, FUND beat both indexes for the 10-year, 15-year, and

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 2012.

Performance and Portfolio Review

since inception of Royce’s management (11/1/96) periods ended December 31, 2012. The Fund’s average annual NAV total return for the since inception of our management period was 10.0%.
Westlake Chemical manufactures basic chemicals, vinyls, polymers, fabricated building products, plastics, and high-end plastic films used to wrap food. Natural gas is a feedstock for much of what it produces, which gave it a huge cost advantage thanks to slumping gas prices. A founder-controlled business with conservative and intelligent management, we think its ongoing prospects remain very strong, especially in light of the fact that it has yet to see much benefit from the reviving housing industry. We did, however, take gains in August as its stock price was climbing. Top holding Western Digital makes hard drives and related products. Its stock was quite volatile in 2012, though it was relatively more stable in the second half. After announcing in April that its disk prices were lower than they had been at the beginning of the year, its shares tumbled. The company bought back shares in the aftermath, which is nearly always a positive sign to us. The firm’s earnings then surprised on the upside for the next two quarters, giving a boost to its stock price. Liking its ongoing prospects as a leader in its field, we were happy to hold a large position at the end of 2012.
Major Drilling Group International provides contract drilling services for the metals industry. Although the firm continued to operate profitably, revenue and earnings were hurt as precious metals miners pared back development projects. This in turn seemed to spark fears of a possible decrease in demand for its services. This looked to us like a case of guilt by association, so we built our position in June, August, and September. We have owned shares of steel and scrap metal recycler Schnitzer Steel Industries since 2004. Demand for recycled metals slackened amid the slow pace of growth in the U.S. Excess capacity, lower-than-normal spring scrap flows, and margins compressed from increases in raw materials and transport costs have all driven investors to keep selling while we continued to hold our shares in anticipation of a rebound in global industrial activity that we think will spark demand.

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.

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.

Distribution Reinvestment and Cash Purchase Options

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

How does the reinvestment of distributions from the Royce closed-end funds work?
The Funds automatically issue shares in payment of distributions unless you indicate otherwise. The shares are generally issued at the lower of the market price or net asset value on the valuation date.

How does this apply to registered stockholders?
If your shares are registered directly with a Fund, your distributions are automatically reinvested unless you have otherwise instructed the Funds’ transfer agent, Computershare, in writing. A registered stockholder also has the option to receive the distribution in the form of a stock certificate or in cash if Computershare is properly notified.

What if my shares are held by a brokerage firm or a bank?
If your shares are held by a brokerage firm, bank, or other intermediary as the stockholder of record, you should contact your brokerage firm or bank to be certain that it is automatically reinvesting distributions on your behalf. If they are unable to reinvest distributions on your behalf, you should have your shares registered in your name in order to participate.

What other features are available for registered stockholders?
The Distribution Reinvestment and Cash Purchase Plans also allow registered stockholders to make optional cash purchases of shares of a Fund’s common stock directly through Computershare on a monthly basis, and to deposit certificates representing your Fund shares with Computershare for safekeeping. The Funds’ investment adviser is absorbing all commissions on optional cash purchases under the Plans through December 31, 2012.

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.

Valuation of Investments:
Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaq’s Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Fund’s Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.

Various inputs are used in determining the value of the Fund’s investments, as noted above. These inputs are summarized in the three broad levels below:

Level 1 – quoted prices in active markets for identical securities.

Level 2 – other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Level 2 securities with values based on quoted prices for similar securities are noted in the Schedule of Investments.

Level 3 – significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used to value the Fund’s investments as of December 31, 2012. For a detailed breakout of common stocks by sector classification, please refer to the Schedule of Investments.

For the year ended December 31, 2012, certain securities have transferred in and out of Level 1 and Level 2 measurements as a result of the fair value pricing procedures for international equities. The Fund recognizes transfers between levels as of the end of the reporting period. At December 31, 2012, securities valued at $1,328,435 were transferred from Level 2 to Level 1 within the fair value hierarchy.

Level 3 Reconciliation:

Repurchase Agreements:
The Fund may enter into repurchase agreements with institutions that the Fund’s investment adviser has determined are creditworthy. The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities.

Foreign Currency:
Net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, expiration of currency forward contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the end of the reporting period, as a result of changes in foreign currency exchange rates.

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

Taxes:
As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The Schedule of Investments includes information regarding income taxes under the caption “Tax Information”.

Distributions:
The Fund pays quarterly distributions on the Fund’s Common Stock at the annual rate of 5% of the rolling average of the prior four calendar quarter-end NAVs of the Fund’s Common Stock, with the fourth quarter distribution being the greater of 1.25% of the rolling average or the distribution required by IRS regulations. Prior to November 15, 2012, distributions to Preferred Stockholders were accrued daily and paid quarterly. Distributions to Common Stockholders are recorded on ex-dividend date. Distributable capital gains and/or net investment income were first allocated to Preferred Stockholder distributions, with any excess allocable to Common Stockholders. If capital gains and/or net investment income are allocated to both Preferred and Common Stockholders, the tax character of such allocations is proportional. To the extent that distributions are not paid from long-term capital gains, net investment income or net short-term capital gains, they will represent a return of capital. Distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. Permanent book and tax differences relating to stockholder distributions will result in reclassifications within the capital accounts. Undistributed net investment income may include temporary book and tax basis differences, which will reverse in a subsequent period. Any taxable income or gain remaining undistributed at fiscal year end is distributed in the following year.

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

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

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

Capital Stock:
The Fund issued 2,103,737 and 2,076,969 shares of Common Stock as reinvestment of distributions by Common Stockholders for the years ended December 31, 2012 and December 31, 2011, respectively.

On November 15, 2012, the Fund redeemed all (8,800,000 shares) of its then outstanding 5.90% Cumulative Preferred Stock at the redemption price of $25.00 per share plus accumulated and unpaid dividends through the redemption date of $0.217153 per share.

Borrowings:
The Fund entered into a $150,000,000 revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP) on November 14, 2012. The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund will be compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security will not be returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund will receive a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.

As of December 31, 2012, the Fund has outstanding borrowings of $150,000,000. During the period ended December 31, 2012, for which borrowings were outstanding, the Fund borrowed an average daily balance of $150,000,000 at a weighted average borrowing cost of 1.26%. As of December 31, 2012, the aggregate value of rehypothecated securities was $146,902,041. During the period ended December 31, 2012, the Fund earned $38,430 in fees from rehypothecated securities.

Investment Advisory Agreement:
As compensation for its services under the Investment Advisory Agreement, Royce receives a fee comprised of a Basic Fee (“Basic Fee”) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the S&P SmallCap 600 Index (“S&P 600").

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

Notwithstanding the foregoing, Royce is not entitled to receive any fee for any month when the investment performance of the Fund for the rolling 36-month period ending with such month is negative. In the event that the Fund’s investment performance for such a performance period is less than zero, Royce will not be required to refund to the Fund any fee earned in respect of any prior performance period.

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

Investment Advisory Agreement (continued):

For the twelve rolling 60-month periods in 2012, the Fund’s investment performance ranged from 12% to 24% below the investment performance of the S&P 600. Accordingly, the net investment advisory fee consisted of a Basic Fee of $11,677,855 and a net downward adjustment of $5,838,926 for the performance of the Fund relative to that of the S&P 600. Additionally, Royce voluntarily waived a portion of its investment advisory fee ($50,000) attributable to issues of the Fund’s Preferred Stock for those months in which the Fund’s average annual NAV total return failed to exceed the applicable Preferred Stock’s dividend rate. For the year ended December 31, 2012, the Fund accrued and paid Royce investment advisory fees totaling $5,788,929.

Purchases and Sales of Investment Securities:

For the year ended December 31, 2012, the costs of purchases and proceeds from sales of investment securities, other than short-term securities and collateral received for securities loaned, amounted to $291,365,428 and $391,096,851, respectively.

The difference between book and tax basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral on wash sales, partnership investments and the unrealized gains on Passive Foreign Investment Companies.

For financial reporting purposes, capital accounts and distributions to stockholders are adjusted to reflect the tax character of permanent book/tax differences. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences and different characterization of distributions made by the Fund. For the year ended December 31, 2012, the Fund recorded the following permanent reclassifications. Results of operations and net assets were not affected by these reclassifications.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (2009-2012) and has concluded that as of December 31, 2012, no provision for income tax is required in the Fund’s financial statements.

Transactions in Affiliated Companies:
An “Affiliated Company” as defined in the Investment Company Act of 1940, is a company in which a fund owns 5% or more of the company’s outstanding voting securities at any time during the period. The Fund effected the following transactions in shares of such companies for year ended December 31, 2012:

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

We have audited the accompanying statement of assets and liabilities of Royce Value Trust, Inc., (“Fund”) including the schedule of investments, as of December 31, 2012, and the related statement of operations and statement of cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Royce Value Trust, Inc. at December 31, 2012, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

TAIT, WELLER, & BAKER LLP

Philadelphia, Pennsylvania
February 25, 2013

GOOD IDEAS THAT WORKED Top Contributors to 2012 Performance¹

Nordson Corporation		0.45%

Mohawk Industries		0.44

MAXIMUS		0.36

Carter’s		0.34

PAREXEL International		0.31

¹ Includes dividends

Important Performance and Risk Information All performance information reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the 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 2012.

GOOD IDEAS AT THE TIME Top Detractors from 2012 Performance¹


PMFG	-0.31%

Major Drilling Group International	-0.19

GrafTech International	-0.15

ADTRAN	-0.14

Sapient Corporation	-0.13

¹ Net of dividends

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


FUND INFORMATION AND PORTFOLIO DIAGNOSTICS

Fund Total Net Assets		$1,082 million

Number of Holdings		478

Turnover Rate		25%

Symbol
Market Price		RVT
NAV		XRVTX

Net Leverage¹		6%

Average Market Capitalization²		$1,430 million

Weighted Average P/E Ratio^3,4		15.2x

Weighted Average P/B Ratio³		1.6x

U.S. Investments (% of Net Assets)		79.6%

Non-U.S. Investments (% of Net Assets)		26.3%

¹ Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets.
² Geometric Average. This weighted calculation uses each portfolio holding’s market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolio’s center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median.
³ Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolio’s share in the earnings or book value, as the case may be, of its underlying stocks.
⁴ The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (10% of portfolio holdings as of 12/31/12).

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

AVERAGE ANNUAL NAV TOTAL RETURNS Through 12/31/12

July-December 2012¹				10.20	%

One-Year				17.34

Three-Year				11.65

Five-Year				2.15

10-Year				10.45

15-Year				8.60

Since Inception (12/14/93)				10.42

¹ Not annualized

CALENDAR YEAR NAV TOTAL RETURNS

Year	RMT		Year	RMT

2012	17.3	%	2004	18.7	%

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


TOP 10 POSITIONS % of Net Assets

Kennedy-Wilson Holdings				2.0	%

Integrated Electrical Services				1.6

Quaker Chemical				1.3

Virtus Investment Partners				1.3

Seneca Foods				1.3

Tennant Company				1.3

Advisory Board (The)				1.2

America’s Car-Mart				1.2

Flexsteel Industries				1.2

Sapient Corporation				1.2


PORTFOLIO SECTOR BREAKDOWN % of Net Assets

Industrials				27.7	%

Information Technology				24.6

Financials				17.8

Consumer Discretionary				10.4

Materials				9.2

Health Care				7.7

Energy				4.1

Consumer Staples				3.2

Utilities				0.1

Miscellaneous				4.5

Preferred Stock				0.4

Borrowings Under Revolving Credit Agreement Less Cash and Cash Equivalents				-9.7

GOOD IDEAS THAT WORKED Top Contributors to 2012 Performance¹

Integrated Electrical Services		0.91%

Celsion Corporation		0.90

Acadia Pharmaceuticals		0.78

Kennedy-Wilson Holdings		0.66

Virtus Investment Partners		0.59

¹ Includes dividends

Important Performance and Risk Information All performance information reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the most recent month-end may be obtained at www.roycefunds.com. Certain immaterial adjustments were made to the net assets of Royce Micro-Cap Trust at 12/31/12 for financial reporting purposes, and as a result the net asset value originally calculated on that date and the total return based on that net asset value differs from the adjusted net asset value and total return reported in the Financial Highlights. The market price of the Fund’s shares will fluctuate, so that shares may be worth more or less than their original cost when sold. The Fund normally invests in micro-cap companies, which may involve considerably more risk than 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 2012.

Table of Contents


Annual Report to Stockholders

Managers’ Discussions of Fund Performance

Royce Value Trust	10

Royce Micro-Cap Trust	12

Royce Focus Trust	14

History Since Inception	16

Distribution Reinvestment and Cash Purchase Options	18

Schedules of Investments and Other Financial Statements

Royce Value Trust	19

Royce Micro-Cap Trust	35

Royce Focus Trust	50

Directors and Officers	60

Notes to Performance and Other Important Information	61

AVERAGE ANNUAL NAV TOTAL RETURNS Through 12/31/12

July-December 2012¹				10.87	%

One-Year				15.41

Three-Year				10.58

Five-Year				1.23

10-Year				9.48

15-Year				8.14

20-Year				10.06

25-Year				11.15

Since Inception (11/26/86)				10.33

¹ Not annualized

CALENDAR YEAR NAV TOTAL RETURNS

Year	RVT		Year	RVT

2012	15.4	%	2004	21.4	%

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


TOP 10 POSITIONS % of Net Assets

HEICO Corporation				1.1	%

Carter’s				1.0

Mohawk Industries				1.0

Coherent				1.0

Lincoln Electric Holdings				1.0

Advisory Board (The)				1.0

Nordson Corporation				1.0

Reliance Steel & Aluminum				0.9

PAREXEL International				0.9

E-L Financial				0.8


PORTFOLIO SECTOR BREAKDOWN % of Net Assets

Industrials				27.8	%

Information Technology				19.6

Financials				17.8

Consumer Discretionary				13.9

Materials				8.1

Health Care				6.5

Energy				5.1

Consumer Staples				2.1

Telecommunication Services				0.7

Diversified Investment Companies				0.4

Miscellaneous				3.8

Preferred Stock				0.1

Borrowings Under Revolving Credit Agreement Less Cash and Cash Equivalents				-5.9


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.

GOOD IDEAS AT THE TIME Top Detractors from 2012 Performance¹


PMFG	-0.47%

Dawson Geophysical	-0.28

Chelsea Therapeutics International	-0.25

Sapient Corporation	-0.24

ChinaCast Education	-0.22

¹ Net of dividends

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


FUND INFORMATION AND PORTFOLIO DIAGNOSTICS

Fund Total Net Assets		$319 million

Number of Holdings		332

Turnover Rate		28%

Symbol
Market Price		RMT
NAV		XOTCX

Net Leverage¹		10%

Average Market Capitalization²		$350 million

Weighted Average P/E Ratio^3,4		15.6

Weighted Average P/B Ratio³		1.4x

U.S. Investments (% of Net Assets)		96.6%

Non-U.S. Investments (% of Net Assets)		13.1%

¹ Net leverage is the percentage, in excess of 100%, of the total value of equity type investments, divided by net assets.
² Geometric Average. This weighted calculation uses each portfolio holding’s market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolio’s center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median.
³ Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolio’s share in the earnings or book value, as the case may be, of its underlying stocks.
⁴ The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (25% of portfolio holdings as of 12/31/12).

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

AVERAGE ANNUAL NAV TOTAL RETURNS Through 12/31/12

July-December 2012¹				11.50	%

One-Year				11.42

Three-Year				6.69

Five-Year				1.38

10-Year				12.19

15-Year				9.17

Since Inception (11/1/96)²				10.04

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

2012	11.4	%	2004	29.3	%

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


TOP 10 POSITIONS % of Net Assets

Western Digital				3.9	%

Analog Devices				3.3

Berkshire Hathaway Cl. B				3.3

Microsoft Corporation				3.3

Mosaic Company (The)				3.1

Franklin Resources				3.1

Helmerich & Payne				2.9

Exxon Mobil				2.9

Buckle (The)				2.7

Apple				2.6


PORTFOLIO SECTOR BREAKDOWN % of Net Assets

Materials				29.6	%

Information Technology				18.1

Financials				15.9

Energy				13.1

Consumer Discretionary				7.5

Industrials				7.0

Consumer Staples				4.9

Health Care				2.0

Cash and Cash Equivalents				1.9

GOOD IDEAS THAT WORKED Top Contributors to 2012 Performance¹

Westlake Chemical		1.68%

Western Digital		1.25

Franklin Resources		1.02

Stella-Jones		0.85

Analog Devices		0.76

¹ Includes dividends

Important Performance and Risk Information All performance information reflects past performance, is presented on a total return basis, and reflects the reinvestment of distributions. Past performance is no guarantee of future results. Current performance may be higher or lower than performance quoted. Returns as of the 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 2012.

GOOD IDEAS AT THE TIME Top Detractors from 2012 Performance¹


Major Drilling Group International	-0.75%

Schnitzer Steel Industries Cl. A	-0.60

Sprott	-0.55

Trican Well Service	-0.53

Newmont Mining	-0.48

¹ Net of dividends

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


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

Fund Total Net Assets		$164 million

Number of Holdings		52

Turnover Rate		16%

Symbol
Market Price		FUND
NAV		XFUNX

Average Market Capitalization¹		$5,492 million

Weighted Average P/E Ratio^2,3		14.1x

Weighted Average P/B Ratio²		1.8x

U.S. Investments (% of Net Assets)		71.4%

Non-U.S. Investments (% of Net Assets)		26.7%

¹ Geometric Average. This weighted calculation uses each portfolio holding’s market cap in a way designed to not skew the effect of very large or small holdings; instead, it aims to better identify the portfolio’s center, which Royce believes offers a more accurate measure of average market cap than a simple mean or median.
² Harmonic Average. This weighted calculation evaluates a portfolio as if it were a single stock and measures it overall. It compares the total market value of the portfolio to the portfolio’s share in the earnings, or book value, as the case may be, of its underlying stocks.
³ The Fund’s P/E ratio calculation excludes companies with zero or negative earnings (8% of portfolio holdings as of 12/31/12).

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

		Amount		Purchase				NAV		Market
History		Invested		Price¹		Shares		Value²		Value²
Royce Value Trust
11/26/86	Initial Purchase	$	10,000	$	10.000		1,000	$	9,280	$	10,000
10/15/87	Distribution $0.30				7.000		42
12/31/87	Distribution $0.22				7.125		32		8,578		7,250
12/27/88	Distribution $0.51				8.625		63		10,529		9,238
9/22/89	Rights Offering		405		9.000		45
12/29/89	Distribution $0.52				9.125		67		12,942		11,866
9/24/90	Rights Offering		457		7.375		62
12/31/90	Distribution $0.32				8.000		52		11,713		11,074
9/23/91	Rights Offering		638		9.375		68
12/31/91	Distribution $0.61				10.625		82		17,919		15,697
9/25/92	Rights Offering		825		11.000		75
12/31/92	Distribution $0.90				12.500		114		21,999		20,874
9/27/93	Rights Offering		1,469		13.000		113
12/31/93	Distribution $1.15				13.000		160		26,603		25,428
10/28/94	Rights Offering		1,103		11.250		98
12/19/94	Distribution $1.05				11.375		191		27,939		24,905
11/3/95	Rights Offering		1,425		12.500		114
12/7/95	Distribution $1.29				12.125		253		35,676		31,243
12/6/96	Distribution $1.15				12.250		247		41,213		36,335
1997	Annual distribution total $1.21				15.374		230		52,556		46,814
1998	Annual distribution total $1.54				14.311		347		54,313		47,506
1999	Annual distribution total $1.37				12.616		391		60,653		50,239
2000	Annual distribution total $1.48				13.972		424		70,711		61,648
2001	Annual distribution total $1.49				15.072		437		81,478		73,994
2002	Annual distribution total $1.51				14.903		494		68,770		68,927
1/28/03	Rights Offering		5,600		10.770		520
2003	Annual distribution total $1.30				14.582		516		106,216		107,339
2004	Annual distribution total $1.55				17.604		568		128,955		139,094
2005	Annual distribution total $1.61				18.739		604		139,808		148,773
2006	Annual distribution total $1.78				19.696		693		167,063		179,945
2007	Annual distribution total $1.85				19.687		787		175,469		165,158
2008	Annual distribution total $1.72³				12.307		1,294		95,415		85,435
3/11/09	Distribution $0.32³				6.071		537		137,966		115,669
12/2/10	Distribution $0.03				13.850		23		179,730		156,203
2011	Annual distribution total $0.78³				13.043		656		161,638		139,866
2012	Annual distribution total $0.80				13.063		714

12/31/12		$	21,922				12,113	$	186,540	$	162,556

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.

Royce Value Trust	December 31, 2012


Schedule of Investments

	SHARES	VALUE

COMMON STOCKS – 105.8%

Consumer Discretionary – 13.9%
Auto Components - 0.4%
China XD Plastics ¹	109,700	$	421,248
Drew Industries	46,591		1,502,560
Gentex Corporation ²	97,700		1,838,714
Minth Group	717,600		829,971

			4,592,493

Automobiles - 0.6%
Thor Industries ²	77,500		2,900,825
Winnebago Industries ¹	222,500		3,811,425

			6,712,250

Distributors - 0.9%
LKQ Corporation ¹	368,000		7,764,800
Weyco Group	97,992		2,289,093

			10,053,893

Diversified Consumer Services - 1.4%
^†Career Education ¹	28,900		101,728
MegaStudy	39,150		2,885,627
Regis Corporation ^2,3	233,800		3,955,896
Sotheby’s ²	206,500		6,942,530
Universal Technical Institute	110,432		1,108,737

			14,994,518

Hotels, Restaurants & Leisure - 0.4%
CEC Entertainment	64,100		2,127,479
^†Lotto24 ¹	30,900		139,462
^†WMS Industries ^1,2	120,000		2,100,000

			4,366,941

Household Durables - 2.7%
Blyth	34,200		531,810
Desarrolladora Homex ADR ¹	14,100		175,968
Ekornes	125,000		2,084,504
Ethan Allen Interiors	345,800		8,890,518
Hanssem	39,100		678,880
Harman International Industries ^2,3	121,400		5,419,296
Mohawk Industries ^1,2,3	122,900		11,118,763

			28,899,739

Internet & Catalog Retail - 0.5%
Manutan International	53,900		2,391,200
Takkt	190,000		2,645,215

			5,036,415

Leisure Equipment & Products - 0.4%
Beneteau	180,000		1,954,824
Shimano	38,000		2,422,972

			4,377,796

Media - 1.0%
Morningstar ²	98,900		6,213,887
Pico Far East Holdings	11,679,000		3,489,994
Television Broadcasts	135,000		1,013,340

			10,717,221

Multiline Retail - 0.5%
Dollar Tree ¹	22,000		892,320
New World Department Store China	7,215,700		4,697,120

			5,589,440

Specialty Retail - 1.7%
Ascena Retail Group ^1,2	89,900		1,662,251
Christopher & Banks ¹	43,700		238,165
Dickson Concepts (International)	934,300		497,189
Dover Saddlery ¹	17,821		58,809
GameStop Corporation Cl. A ²	32,400		812,916
Guess? ²	32,400		795,096
Lewis Group	350,000		2,854,939
L’Occitane International	100,000		317,989
Luk Fook Holdings (International)	231,200		741,939
Men’s Wearhouse (The) ²	44,700		1,392,852
Oriental Watch Holdings	407,600		143,513
OSIM International	1,400,000		1,990,669
Sa Sa International Holdings	800,000		661,711
Stein Mart	167,800		1,265,212
Systemax	194,000		1,872,100
TravelCenters of America LLC ¹	27,600		129,720
USS	12,000		1,243,854
West Marine ¹	131,100		1,409,325
Wet Seal (The) Cl. A ¹	75,200		207,552

			18,295,801

Textiles, Apparel & Luxury Goods - 3.4%
Anta Sports Products	1,713,200		1,531,566
Carter’s ^1,2,3	204,100		11,358,165
Columbia Sportswear ^2,3	31,197		1,664,672
Daphne International Holdings	1,660,100		2,299,653
Gildan Activewear	20,000		731,600
Grendene	250,000		2,025,886
J.G. Boswell Company ⁴	2,292		1,870,249
K-Swiss Cl. A ¹	163,600		549,696
Pacific Textiles Holdings	5,571,000		5,040,501
PVH	4,600		510,646
Stella International Holdings	633,700		1,717,839
Texwinca Holdings	1,830,300		1,748,086
Van de Velde	30,000		1,356,683
Wolverine World Wide ²	100,000		4,098,000

			36,503,242

Total (Cost $115,105,364)			150,139,749


Consumer Staples – 2.1%
Beverages - 0.0%
MGP Ingredients	127,400		435,708

Food & Staples Retailing - 0.3%
FamilyMart	76,000		3,128,478

Food Products - 1.8%
Alico	27,000		989,010
Cal-Maine Foods	28,248		1,136,135
First Resources	307,100		511,588
Industrias Bachoco ADR	3,000		83,760
Origin Agritech ¹	76,800		106,752
Seneca Foods Cl. A ¹	110,000		3,344,000
Seneca Foods Cl. B ¹	13,251		397,398
Super Group	590,000		1,570,516
Tootsie Roll Industries	322,058		8,347,743
Waterloo Investment Holdings ^1,5	598,676		87,526

	SHARES	VALUE

Consumer Staples (continued)
Food Products (continued)
Westway Group	380,000	$	2,534,600

			19,109,028

Total (Cost $18,927,929)			22,673,214

Diversified Investment Companies – 0.4%
Closed-End Funds - 0.4%
Central Fund of Canada Cl. A ^2,3	226,000		4,752,780

Total (Cost $2,031,251)			4,752,780

Energy – 5.1%
Energy Equipment & Services - 4.4%
Cal Dive International ¹	456,250		789,312
CARBO Ceramics ^2,3	8,000		626,720
Ensign Energy Services	225,100		3,478,222
Heckmann Corporation ^1,2,3	50,000		201,500
Helmerich & Payne ^2,3	125,100		7,006,851
ION Geophysical ¹	361,500		2,353,365
Oil States International ^1,2,3	103,823		7,427,497
Pason Systems	105,800		1,824,138
SEACOR Holdings ²	92,866		7,782,171
ShawCor Cl. A	54,300		2,128,438
Steel Excel ^1,4	156,880		3,890,624
^†Superior Energy Services ^1,2	77,600		1,607,872
TETRA Technologies ^1,2	68,000		516,120
TGS-NOPEC Geophysical	40,000		1,310,812
Tidewater	36,000		1,608,480
Trican Well Service	263,000		3,468,945
Unit Corporation ¹	34,000		1,531,700

			47,552,767

Oil, Gas & Consumable Fuels - 0.7%
^†Africa Oil ¹	74,800		525,638
Bill Barrett ^1,2	50,000		889,500
Cimarex Energy ²	61,300		3,538,849
^†Green Plains Renewable Energy ¹	82,000		648,620
Resolute Energy ^1,2	201,134		1,635,219
^†VAALCO Energy ^1,2	33,300		288,045

			7,525,871

Total (Cost $47,035,152)			55,078,638

Financials – 17.8%
Capital Markets - 9.0%
Affiliated Managers Group ^1,2,3	42,200		5,492,330
AllianceBernstein Holding L.P. ²	514,600		8,969,478
AP Alternative Assets L.P. ¹	233,200		3,458,733
Artio Global Investors Cl. A	433,000		822,700
ASA Gold and Precious Metals	117,501		2,529,797
Ashmore Group	831,000		4,805,107
Cowen Group ¹	1,274,458		3,122,422
Dubai Investments	8,900,000		2,073,850
Eaton Vance ²	85,300		2,716,805
Egyptian Financial Group-Hermes Holding Company ¹	51,625		89,451
FBR & Co. ¹	576,200		2,229,894
Federated Investors Cl. B ^2,3	224,700		4,545,681
GAMCO Investors Cl. A	80,575		4,276,115
GFI Group ²	166,247		538,640
GIMV	35,000		1,759,934
Gleacher & Company ¹	200,000		150,000
Jupiter Fund Management	75,000		348,103
KKR & Co. L.P.	415,000		6,320,450
Lazard Cl. A	206,100		6,150,024
MVC Capital	254,200		3,088,530
Oppenheimer Holdings Cl. A	75,000		1,295,250
Paris Orleans	226,496		5,171,501
Partners Group Holding	11,200		2,586,881
Reinet Investments ¹	164,948		3,008,098
Reinet Investments DR ¹	500,000		930,652
SEI Investments	323,100		7,541,154
Sprott	370,600		1,475,396
Value Partners Group	7,071,900		4,747,299
VZ Holding	5,984		754,759
Waddell & Reed Financial Cl. A ²	139,300		4,850,426
Westwood Holdings Group	23,460		959,514

			96,808,974

Commercial Banks - 1.8%
Bank of N.T. Butterfield & Son ¹	1,784,161		2,230,201
BCB Holdings ¹	598,676		211,523
Farmers & Merchants Bank of Long Beach	1,200		5,172,000
Fauquier Bankshares	160,800		1,913,520
^†First Citizens BancShares Cl. A	45,527		7,443,665
Mechanics Bank	200		2,150,000

			19,120,909

Diversified Financial Services - 1.3%
Banca Finnat Euramerica	1,060,000		376,952
Leucadia National	38,300		911,157
PICO Holdings ¹	67,500		1,368,225
RHJ International ¹	622,500		3,272,454
^†Sofina	89,000		8,061,573

			13,990,361

Insurance - 3.1%
Alleghany Corporation ^1,2	8,999		3,018,444
Argo Group International Holdings ²	18,200		611,338
E-L Financial	20,900		9,139,942
Erie Indemnity Cl. A ²	50,000		3,461,000
Independence Holding	349,423		3,326,507
Platinum Underwriters Holdings	161,900		7,447,400
Primerica	170,000		5,101,700
ProAssurance Corporation	44,000		1,856,360

			33,962,691

Real Estate Investment Trusts (REITs) - 0.0%
Vestin Realty Mortgage II ¹	214,230		314,918

Real Estate Management & Development - 2.2%
CBRE Group Cl. A ^1,2	24,200		481,580
Consolidated-Tomoka Land	63,564		1,971,120
E-House China Holdings ADR	585,161		2,399,160
Forestar Group ^1,2	222,000		3,847,260

	SHARES	VALUE

Financials (continued)
Real Estate Management & Development (continued)
Kennedy-Wilson Holdings	191,000	$	2,670,180
Midland Holdings	2,398,600		1,164,775
St. Joe Company (The) ^1,2,3	167,000		3,854,360
Tejon Ranch ¹	279,900		7,859,592

			24,248,027

Thrifts & Mortgage Finance - 0.4%
CFS Bancorp	150,000		936,000
Kearny Financial	70,862		690,904
Timberland Bancorp ^1,6	444,200		3,082,748

			4,709,652

Total (Cost $200,748,625)			193,155,532


Health Care – 6.5%
Biotechnology - 0.1%
Green Cross	5,000		647,779

Health Care Equipment & Supplies - 2.2%
Allied Healthcare Products ¹	140,512		369,547
Analogic Corporation ²	40,135		2,982,030
Atrion Corporation	15,750		3,087,000
bioMerieux	17,000		1,643,232
Carl Zeiss Meditec	55,000		1,580,183
CONMED Corporation	81,500		2,277,925
DiaSorin	50,000		2,005,590
DynaVox Cl. A ¹	55,000		20,350
IDEXX Laboratories ^1,2	40,201		3,730,653
Kossan Rubber Industries	647,568		711,365
Nihon Kohden	25,100		761,049
Straumann Holding	10,000		1,235,985
Top Glove	375,000		691,512
Urologix ¹	142,648		97,001
Young Innovations	66,447		2,618,676

			23,812,098

Health Care Providers & Services - 0.9%
^†Accretive Health ¹	160,000		1,849,600
Landauer ²	75,500		4,621,355
MWI Veterinary Supply ^1,2	10,000		1,100,000
VCA Antech ^1,2	82,500		1,736,625
WellCare Health Plans ¹	15,400		749,826

			10,057,406

Life Sciences Tools & Services - 1.9%
Bio-Rad Laboratories Cl. A ¹	21,388		2,246,809
EPS Corporation	612		1,568,052
Furiex Pharmaceuticals ¹	8,333		160,494
ICON ADR ¹	43,963		1,220,413
Luminex Corporation ¹	20,000		335,200
PAREXEL International ¹	312,400		9,243,916
PerkinElmer ^2,3	185,800		5,897,292

			20,672,176

Pharmaceuticals - 1.4%
Adcock Ingram Holdings	300,000		1,911,099
Almirall	200,000		1,964,882
Boiron	55,000		1,897,321
Kalbe Farma	4,000,000		441,704
Recordati	300,000		2,748,609
Santen Pharmaceutical	61,000		2,335,482
Vetoquinol	50,000		1,753,108
Virbac	10,000		1,977,333

			15,029,538

Total (Cost $43,447,204)			70,218,997


Industrials – 27.8%
Aerospace & Defense - 1.8%
AeroVironment ¹	13,000		282,620
Alliant Techsystems ²	8,000		495,680
Cubic Corporation	11,800		566,046
Ducommun ¹	117,200		1,895,124
HEICO Corporation ^2,3	210,351		9,415,311
HEICO Corporation Cl. A	64,647		2,067,411
Hexcel Corporation ¹	47,500		1,280,600
Moog Cl. A ¹	25,000		1,025,750
National Presto Industries	3,000		207,300
Teledyne Technologies ¹	43,630		2,839,004

			20,074,846

Air Freight & Logistics - 1.4%
Forward Air	209,750		7,343,348
Hub Group Cl. A ^1,2,3	149,400		5,019,840
UTi Worldwide	175,000		2,345,000

			14,708,188

Building Products - 1.4%
American Woodmark ¹	123,335		3,431,180
Apogee Enterprises ²	78,400		1,879,248
Burnham Holdings Cl. B ⁴	36,000		507,600
Simpson Manufacturing	275,300		9,027,087

			14,845,115

Commercial Services & Supplies - 2.5%
Brink’s Company (The)	206,320		5,886,309
CompX International Cl. A	185,300		2,581,229
Copart ¹	149,780		4,418,510
Kimball International Cl. B	286,180		3,322,550
Moshi Moshi Hotline	23,900		304,623
Ritchie Bros. Auctioneers ^2,3	297,800		6,221,042
Sykes Enterprises ¹	68,649		1,044,838
Tetra Tech ¹	119,900		3,171,355
TMS International Cl. A ¹	45,500		569,660

			27,520,116

Construction & Engineering - 1.8%
EMCOR Group	199,400		6,901,234
Integrated Electrical Services ¹	266,349		1,241,186
Jacobs Engineering Group ^1,2	81,400		3,465,198
KBR	180,000		5,385,600
^†MYR Group ^1,2	25,900		576,275
Raubex Group	750,000		1,500,104

			19,069,597

Electrical Equipment - 3.1%
AZZ	53,099		2,040,594
Belden	57,800		2,600,422

	SHARES	VALUE

Industrials (continued)
Electrical Equipment (continued)
Elektrobudowa	16,392	$	556,257
Franklin Electric	104,600		6,502,982
GrafTech International ¹	590,587		5,545,612
^†Hubbell Cl. B ²	7,000		592,410
Powell Industries ¹	92,400		3,837,372
Preformed Line Products	91,600		5,442,872
Regal-Beloit	100,000		7,047,000

			34,165,521

Industrial Conglomerates - 0.5%
^†Carlisle Companies ²	10,400		611,104
Raven Industries ²	199,000		5,245,640

			5,856,744

Machinery - 10.1%
Armstrong Industrial	1,514,500		326,656
Astec Industries	46,500		1,549,845
Burckhardt Compression Holding	14,400		4,722,953
Chen Hsong Holdings	1,615,000		493,456
CLARCOR ²	92,500		4,419,650
Columbus McKinnon ¹	110,800		1,830,416
Donaldson Company ^2,3	185,600		6,095,104
EVA Precision Industrial Holdings	3,476,000		576,067
FAG Bearings India	29,500		923,579
Gardner Denver	10,300		705,550
Graco	116,376		5,992,200
IDEX Corporation	67,400		3,136,122
Kennametal ^2,3	213,300		8,532,000
Lincoln Electric Holdings	223,060		10,858,561
NN ¹	197,100		1,805,436
Nordson Corporation	169,996		10,730,148
Pfeiffer Vacuum Technology	17,000		2,058,527
PMFG ¹	388,352		3,530,120
Rational	7,000		2,015,989
RBC Bearings ¹	47,000		2,353,290
Rotork	30,000		1,244,131
Semperit AG Holding	84,000		3,462,134
Spirax-Sarco Engineering	65,000		2,443,806
Sun Hydraulics	8,600		224,288
Timken Company (The)	9,400		449,602
Valmont Industries	44,500		6,076,475
WABCO Holdings ¹	103,800		6,766,722
Wabtec Corporation	87,725		7,679,446
Woodward ^2,3	208,400		7,946,292

			108,948,565

Marine - 0.5%
Kirby Corporation ^1,2	80,000		4,951,200

Professional Services - 2.8%
Advisory Board (The) ^1,2,3	231,200		10,817,848
CRA International ¹	64,187		1,268,977
FTI Consulting ^1,2	7,850		259,050
JobStreet Corporation	723,400		520,431
ManpowerGroup	78,600		3,335,784
Michael Page International	325,000		2,099,068
On Assignment ¹	375,400		7,613,112
Robert Half International	136,100		4,330,702

			30,244,972

Road & Rail - 1.2%
Frozen Food Express Industries ¹	286,635		255,105
Landstar System ²	99,400		5,214,524
Patriot Transportation Holding ¹	212,958		6,054,396
Universal Truckload Services	55,000		1,003,750

			12,527,775

Trading Companies & Distributors - 0.6%
AerCap Holdings ¹	45,000		617,400
Lawson Products	161,431		1,598,167
MSC Industrial Direct Cl. A ²	59,548		4,488,728

			6,704,295

Transportation Infrastructure - 0.1%
Wesco Aircraft Holdings ¹	68,400		903,564

Total (Cost $167,135,935)			300,520,498


Information Technology – 19.6%
Communications Equipment - 1.6%
AAC Technologies Holdings	177,600		625,662
^†Acme Packet ^1,2,3	121,000		2,676,520
ADTRAN ^2,3	187,700		3,667,658
Bel Fuse Cl. A	36,672		631,125
Cogo Group ¹	87,715		190,342
Comba Telecom Systems Holdings	997,728		367,811
Comtech Telecommunications ²	30,000		761,400
EVS Broadcast Equipment	35,000		2,064,860
Globecomm Systems ¹	183,700		2,075,810
Sonus Networks ¹	1,124,000		1,910,800
Tellabs	700,000		1,596,000
VTech Holdings	47,050		528,645

			17,096,633

Computers & Peripherals - 0.9%
Asustek Computer	50,000		564,587
Catcher Technology	84,600		423,410
China Digital TV Holding Co. ADR	5,000		8,400
Diebold	151,600		4,640,476
Foxconn Technology	85,155		268,152
Intermec ¹	23,000		226,780
Intevac ¹	57,450		262,547
QLogic Corporation ¹	24,100		234,493
^†Seagate Technology ²	10,400		316,992
Simplo Technology	104,630		528,489
SMART Technologies Cl. A ¹	75,000		118,500
^†STEC ¹	375,500		1,851,215
Western Digital ²	10,400		441,896

			9,885,937

Electronic Equipment, Instruments & Components - 8.7%
Agilysys ¹	165,125		1,382,096
Anixter International ²	61,795		3,953,644
Benchmark Electronics ^1,2	165,200		2,745,624
Broadway Industrial Group	945,600		241,287
Chroma Ate	269,982		601,004

	SHARES	VALUE

Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Cognex Corporation	179,900	$	6,623,918
Coherent	219,500		11,111,090
Dolby Laboratories Cl. A ²	149,600		4,387,768
DTS ¹	207,000		3,456,900
^†FARO Technologies ^1,2	32,300		1,152,464
FEI Company ²	93,200		5,168,872
FLIR Systems	246,000		5,488,260
Hana Microelectronics	708,100		529,108
Hollysys Automation Technologies ¹	63,927		758,813
Inficon Holding	1,100		263,804
IPG Photonics ²	64,420		4,293,593
Molex ²	72,600		1,984,158
National Instruments	251,850		6,500,249
Newport Corporation ¹	523,500		7,041,075
Perceptron	357,700		2,110,430
Plexus Corporation ¹	176,100		4,543,380
Richardson Electronics	333,912		3,779,884
Rofin-Sinar Technologies ¹	305,400		6,621,072
Tech Data ^1,2,3	91,300		4,156,889
TTM Technologies ^1,2	211,400		1,944,880
Vaisala Cl. A	161,680		3,396,064

			94,236,326

Internet Software & Services - 0.9%
Active Network ¹	21,500		105,565
Perficient ¹	10,000		117,800
RealNetworks ¹	61,350		463,806
ValueClick ¹	145,000		2,814,450
VistaPrint ^1,2,3	187,000		6,144,820

			9,646,441

IT Services - 2.5%
Convergys Corporation	121,000		1,985,610
CSE Global	1,792,100		1,154,241
eClerx Services	35,900		449,784
Forrester Research ²	20,100		538,680
Hackett Group	655,000		2,803,400
ManTech International Cl. A	35,400		918,276
MAXIMUS	94,200		5,955,324
MoneyGram International ^1,2	164,962		2,192,345
NeuStar Cl. A ¹	39,287		1,647,304
Sapient Corporation ¹	706,602		7,461,717
Unisys Corporation ¹	94,000		1,626,200

			26,732,881

Office Electronics - 0.1%
Zebra Technologies Cl. A ^1,2	23,058		905,718

Semiconductors & Semiconductor Equipment - 3.3%
Aixtron ADR	88,258		1,054,683
Analog Devices ²	11,200		471,072
ASM Pacific Technology	15,000		184,128
ATMI ¹	92,215		1,925,449
BE Semiconductor Industries ⁴	58,000		429,200
Cabot Microelectronics	35,209		1,250,272
Diodes ¹	252,450		4,380,008
Exar Corporation ¹	157,576		1,402,426
Integrated Silicon Solution ¹	180,200		1,621,800
International Rectifier ¹	330,000		5,850,900
Intersil Corporation Cl. A ²	190,000		1,575,100
Miraial	26,170		492,972
Nanometrics ^1,2	159,400		2,298,548
Power Integrations ²	49,000		1,646,890
RDA Microelectronics ADR	94,800		1,019,100
Teradyne ^1,2,3	287,200		4,850,808
TriQuint Semiconductor ¹	670,000		3,242,800
Veeco Instruments ^1,2	88,000		2,597,760

			36,293,916

Software - 1.6%
ACI Worldwide ^1,2,3	131,150		5,729,943
ANSYS ^1,2,3	105,600		7,111,104
Aspen Technology ¹	42,100		1,163,644
Blackbaud ²	31,400		716,862
Majesco Entertainment ¹	36,255		38,068
SimCorp	10,000		2,238,521

			16,998,142

Total (Cost $184,774,858)			211,795,994

Materials – 8.1%
Chemicals - 1.7%
Cabot Corporation ^2,3	67,200		2,673,888
Hawkins	86,178		3,329,918
Huchems Fine Chemical	40,056		968,496
Intrepid Potash ²	131,766		2,805,298
KMG Chemicals	33,274		584,624
LSB Industries ¹	49,849		1,765,652
Minerals Technologies ²	57,860		2,309,771
Mosaic Company (The) ²	16,000		906,080
Victrex	85,000		2,293,983
^†W.R. Grace & Co. ^1,2	17,200		1,156,356

			18,794,066

Construction Materials - 0.9%
Ash Grove Cement Cl. B ⁴	50,518		7,628,218
^†Cemex ADR ^1,2	30,000		296,100
Mardin Cimento Sanayii	500,000		1,496,783

			9,421,101

Containers & Packaging - 1.1%
Greif Cl. A ²	90,844		4,042,558
Mayr-Melnhof Karton	70,000		7,508,986

			11,551,544

Metals & Mining - 4.4%
Allied Nevada Gold ^1,2	23,600		711,068
AuRico Gold ¹	258,300		2,112,894
Central Steel & Wire ⁴	6,062		4,032,745
Cliffs Natural Resources	22,300		859,888
Endeavour Mining ¹	300,000		624,309
Fresnillo	25,000		775,720
Globe Specialty Metals	45,600		627,000
Hecla Mining	300,000		1,749,000
Hochschild Mining	250,000		1,942,513
Kimber Resources ¹	560,000		212,800

	SHARES	VALUE

Materials (continued)
Metals & Mining (continued)
Maharashtra Seamless	330,000	$	1,627,119
Major Drilling Group International	399,600		3,936,946
Medusa Mining	250,000		1,441,982
^†Pretium Resources ¹	39,000		515,190
Randgold Resources ADR	33,000		3,275,250
Reliance Steel & Aluminum ^2,3	160,720		9,980,712
Schnitzer Steel Industries Cl. A ²	100,000		3,033,000
Silvercorp Metals ²	116,500		596,480
Sims Metal Management ADR	219,167		2,160,987
Synalloy Corporation	178,800		2,345,856
Worthington Industries	185,000		4,808,150

			47,369,609

Paper & Forest Products - 0.0%
Qunxing Paper Holdings ⁵	3,296,000		175,541

Total (Cost $70,926,378)			87,311,861

Telecommunication Services – 0.7%
Wireless Telecommunication Services - 0.7%
Telephone and Data Systems	338,270		7,489,298

Total (Cost $8,279,046)			7,489,298

Miscellaneous ⁷ – 3.8%
Total (Cost $41,383,240)			41,610,785

TOTAL COMMON STOCKS
(Cost $899,794,982)			1,144,747,346

PREFERRED STOCK – 0.1%
Seneca Foods Conv. ^1,5
(Cost $796,469)	55,000		1,504,800

REPURCHASE AGREEMENT – 6.9%
Fixed Income Clearing Corporation,
0.10% dated 12/31/12, due 1/2/13,
maturity value $74,647,415 (collateralized
by obligations of various U.S. Government
Agencies, 0.25% due 9/6/13, valued at $76,140,056)
(Cost $74,647,000)			74,647,000

TOTAL INVESTMENTS – 112.8%
(Cost $975,238,451)			1,220,899,146

LIABILITIES LESS CASH
AND OTHER ASSETS – (12.8)%			(138,472,650	)

NET ASSETS – 100.0%		$	1,082,426,496


^†	New additions in 2012.
¹	Non-income producing.
²	All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at December 31, 2012. Total market value of pledged securities at December 31, 2012, was $343,415,150.
³	At December 31, 2012, a portion of these securities were rehypothecated in connection with the Fund’s revolving credit agreement in the aggregate amount of $146,902,041.
⁴	These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities. See Notes to Financial Statements.
⁵	Securities for which market quotations are not readily available represent 0.2% of net assets. These securities have been valued at their fair value under procedures approved by the Fund’s Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value. See Notes to Financial Statements.
⁶	At December 31, 2012, 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.
⁷	Includes securities first acquired in 2012 and less than 1% of net assets.

	Bold indicates the Fund’s 20 largest equity holdings in terms of December 31, 2012, market value.

	TAX INFORMATION: The cost of total investments for Federal income tax purposes was $971,980,024. At December 31, 2012, net unrealized appreciation for all securities was $248,919,122, consisting of aggregate gross unrealized appreciation of $342,393,387 and aggregate gross unrealized depreciation of $93,474,265. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.

Royce Value Trust	December 31, 2012


Statement of Assets and Liabilities

ASSETS:
Investments at value
Non-Affiliated Companies (cost $895,158,885)	$	1,143,169,398
Affiliated Companies (cost $5,432,566)		3,082,748

Total investments at value		1,146,252,146
Repurchase agreements (at cost and value)		74,647,000
Cash and foreign currency		591,935
Receivable for investments sold		10,598,415
Receivable for dividends and interest		961,580
Prepaid expenses and other assets		472,346

Total Assets		1,233,523,422

LIABILITIES:
Revolving credit agreement		150,000,000
Payable for investments purchased		343,091
Payable for investment advisory fee		476,587
Payable for interest expense		21,000
Accrued expenses		256,248

Total Liabilities		151,096,926

Net Assets	$	1,082,426,496

ANALYSIS OF NET ASSETS:
Paid-in capital - $0.001 par value per share; 70,275,231 shares outstanding (150,000,000 shares authorized)	$	820,368,882
Undistributed net investment income (loss)		2,818,184
Accumulated net realized gain (loss) on investments and foreign currency		13,591,177
Net unrealized appreciation (depreciation) on investments and foreign currency		245,648,253

Net Assets (net asset value per share - $15.40)	$	1,082,426,496

Investments at identified cost	$	900,591,451

Royce Value Trust	Year Ended December 31, 2012


Statement of Operations

INVESTMENT INCOME:
Income:
Dividends ¹	$	22,870,207
Interest		105,418
Rehypothecation income		38,430
Securities lending		526,743

Total income		23,540,798

Expenses:
Investment advisory fees		5,838,929
Stockholder reports		403,494
Custody and transfer agent fees		345,803
Interest expense		252,048
Administrative and office facilities		149,691
Professional fees		145,456
Directors’ fees		129,647
Other expenses		118,684

Total expenses		7,383,752
Compensating balance credits		(71	)
Fees waived by investment adviser		(50,000	)

Net expenses		7,333,681

Net investment income (loss)		16,207,117

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss):
Investments		63,037,316
Foreign currency transactions		(139,763	)
Net change in unrealized appreciation (depreciation):
Investments and foreign currency translations		75,703,358
Other assets and liabilities denominated in foreign currency		(476	)

Net realized and unrealized gain (loss) on investments and foreign currency		138,600,435

NET INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS		154,807,552

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS		(11,357,495	)

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
FROM INVESTMENT OPERATIONS	$	143,450,057

Royce Value Trust


Statement of Changes in Net Assets Applicable to Common Stockholders

	Year ended				Year ended
	12/31/12				12/31/11
INVESTMENT OPERATIONS:
Net investment income (loss)		$	16,207,117			$	6,739,838
Net realized gain (loss) on investments and foreign currency			62,897,553				35,713,778
Net change in unrealized appreciation (depreciation) on investments and foreign currency			75,702,882				(143,670,265	)

Net increase (decrease) in net assets from investment operations			154,807,552				(101,216,649	)

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:
Net investment income			(2,356,525	)			(2,024,508	)
Net realized gain on investments and foreign currency			(9,000,970	)			(10,955,492	)

Total distributions to Preferred Stockholders			(11,357,495	)			(12,980,000	)

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
FROM INVESTMENT OPERATIONS			143,450,057				(114,196,649	)

DISTRIBUTIONS TO COMMON STOCKHOLDERS:
Net investment income			(11,444,608	)			(5,275,650	)
Net realized gain on investments and foreign currency			(43,713,673	)			(28,548,829	)
Return of capital			–				(18,288,444	)

Total distributions to Common Stockholders			(55,158,281	)			(52,112,923	)

CAPITAL STOCK TRANSACTIONS:
Reinvestment of distributions to Common Stockholders			27,494,847				27,070,308

Total capital stock transactions			27,494,847				27,070,308

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS			115,786,623				(139,239,264	)

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS:
Beginning of year			966,639,873				1,105,879,137

End of year (including undistributed net investment income (loss) of $2,818,184 at 12/31/12 and
$2,529,467 at 12/31/11)		$	1,082,426,496			$	966,639,873

CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets from investment operations	$	154,807,552
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by operating activities:
Purchases of long-term investments		(297,587,829	)
Proceeds from sales and maturities of long-term investments		381,488,198
Net purchases, sales and maturities of short-term investments		9,436,000
Net (increase) decrease in dividends and interest receivable and other assets		228,801
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities		(28,453	)
Net change in unrealized appreciation (depreciation) on investments		(75,703,358	)
Net realized gain on investments and foreign currency		(62,897,553	)

Cash provided by operating activities		109,743,358

CASH FLOW FROM FINANCING ACTIVITIES:
Net increase (decrease) in revolving credit agreement		150,000,000
Liquidation of Preferred Stock		(220,000,000	)
Distributions paid to Preferred Stockholders		(11,645,944	)
Distributions paid to Common Stockholders		(55,158,281	)
Reinvestment of distributions to Common Stockholders		27,494,847

Cash used for financing activities		(109,309,378	)

INCREASE (DECREASE) IN CASH:		433,980

Cash and foreign currency at beginning of year		157,955

Cash and foreign currency at end of year	$	591,935

	Years ended December 31,

	2012				2011				2010				2009				2008

NET ASSET VALUE, BEGINNING OF PERIOD		$	14.18			$	16.73			$	12.87			$	9.37			$	19.74

INVESTMENT OPERATIONS:
Net investment income (loss)			0.23				0.10				0.24				0.17				0.14
Net realized and unrealized gain (loss) on investments and foreign currency			2.02				(1.62	)			3.85				3.87				(8.50	)

Total investment operations			2.25				(1.52	)			4.09				4.04				(8.36	)

DISTRIBUTIONS TO PREFERRED STOCKHOLDERS:
Net investment income			(0.04	)			(0.03	)			(0.20	)			(0.18	)			(0.01	)
Net realized gain on investments and foreign currency			(0.13	)			(0.16	)			–				–				(0.20	)
Return of capital			–				–				–				(0.02	)			–

Total distributions to Preferred Stockholders			(0.17	)			(0.19	)			(0.20	)			(0.20	)			(0.21	)

NET INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS FROM INVESTMENT OPERATIONS			2.08				(1.71	)			3.89				3.84				(8.57	)

DISTRIBUTIONS TO COMMON STOCKHOLDERS:
Net investment income			(0.17	)			(0.08	)			(0.03	)			–				(0.06	)
Net realized gain on investments and foreign currency			(0.63	)			(0.43	)			–				–				(1.18	)
Return of capital			–				(0.27	)			–				(0.32	)			(0.48	)

Total distributions to Common Stockholders			(0.80	)			(0.78	)			(0.03	)			(0.32	)			(1.72	)

CAPITAL STOCK TRANSACTIONS:
Effect of reinvestment of distributions by Common Stockholders			(0.06	)			(0.06	)			(0.00	)			(0.02	)			(0.08	)

Total capital stock transactions			(0.06	)			(0.06	)			(0.00	)			(0.02	)			(0.08	)

NET ASSET VALUE, END OF PERIOD		$	15.40			$	14.18			$	16.73			$	12.87			$	9.37

MARKET VALUE, END OF PERIOD		$	13.42			$	12.27			$	14.54			$	10.79			$	8.39

TOTAL RETURN:¹
Market Value			16.22	%			(10.46	)%			35.05	%			35.39	%			(48.27	)%
Net Asset Value			15.41	%			(10.06	)%			30.27	%			44.59	%			(45.62	)%
RATIOS BASED ON AVERAGE NET ASSETS APPLICABLE TO
COMMON STOCKHOLDERS:
Investment advisory fee expense ²			0.56	%			0.86	%			0.11	%			0.00	%			1.27	%
Other operating expenses			0.15	%			0.12	%			0.12	%			0.16	%			0.12	%
Total expenses (net) ³			0.71	%			0.98	%			0.23	%			0.16	%			1.39	%
Expenses net of fee waivers and excluding interest expense			0.68	%			0.98	%			0.23	%			0.16	%			1.39	%
Expenses prior to fee waivers and balance credits			0.71	%			0.98	%			0.23	%			0.16	%			1.39	%
Expenses prior to fee waivers			0.71	%			0.98	%			0.23	%			0.16	%			1.39	%
Net investment income (loss)			1.57	%			0.63	%			1.69	%			1.66	%			0.94	%
SUPPLEMENTAL DATA:
Net Assets Applicable to Common Stockholders,
End of Period (in thousands)		$	1,082,426			$	966,640			$	1,105,879			$	849,777			$	603,234
Liquidation Value of Preferred Stock,
End of Period (in thousands)						$	220,000			$	220,000			$	220,000			$	220,000
Portfolio Turnover Rate			25	%			26	%			30	%			31	%			25	%
PREFERRED STOCK:
Total shares outstanding							8,800,000				8,800,000				8,800,000				8,800,000
Asset coverage per share						$	134.88			$	150.67			$	121.57			$	93.55
Liquidation preference per share						$	25.00			$	25.00			$	25.00			$	25.00
Average month-end market value per share						$	25.37			$	25.06			$	23.18			$	22.51
REVOLVING CREDIT AGREEMENT:
Asset coverage			822	%
Asset coverage per $1,000		$	8,216

¹	The Market Value Total Return is calculated assuming a purchase of Common Stock on the opening of the first business day and a sale on the closing of the last business day of each period. Dividends and distributions are assumed for the purposes of this calculation to be reinvested at prices obtained under the Fund’s Distribution Reinvestment and Cash Purchase Plan. Net Asset Value Total Return is calculated on the same basis, except that the Fund’s net asset value is used on the purchase and sale dates instead of market value.
²	The investment advisory fee is calculated based on average net assets over a rolling 60-month basis, while the above ratios of investment advisory fee expenses are based on the average net assets applicable to Common Stockholders over a 12-month basis.
³	Expense ratios based on total average net assets including liquidation value of Preferred Stock were 0.60%, 0.82%, 0.18%, 0.12% and 1.13% for the years ended December 31, 2012, 2011, 2010, 2009 and 2008, respectively.

	Level 1			Level 2			Level 3			Total
Common Stocks		$	892,590,687		$	251,893,592		$	263,067		$	1,144,747,346
Preferred Stocks			–			–			1,504,800			1,504,800
Cash Equivalents			–			74,647,000			–			74,647,000