SHARES

VALUE

COMMON STOCKS – 99.7%

Consumer Products – 11.6%

Apparel, Shoes and Accessories - 2.8%

Coach

50,000

$

2,148,000

Timberland Company (The) Cl. A ^a

100,000

1,981,000

4,129,000

Food/Beverage/Tobacco - 5.5%

Cal-Maine Foods

80,000

2,318,400

Industrias Bachoco ADR

105,000

1,989,750

Sanderson Farms

85,000

3,679,650

7,987,800

Health, Beauty and Nutrition - 1.2%

Nu Skin Enterprises Cl. A

60,000

1,728,000

Sports and Recreation - 2.1%

Thor Industries

90,000

3,006,000

Total

16,850,800

Consumer Services – 4.6%

Retail Stores - 4.6%

Buckle (The)

120,000

3,184,800

GameStop Corporation Cl. A ^a

120,000

2,365,200

Men’s Wearhouse (The)

50,000

1,189,500

Total

6,739,500

Financial Intermediaries – 6.2%

Insurance - 4.5%

Berkshire Hathaway Cl. B ^a

80,000

6,614,400

Securities Brokers - 1.7%

Knight Capital Group Cl. A ^a

200,000

2,478,000

Total

9,092,400

Financial Services – 10.5%

Investment Management - 7.6%

Artio Global Investors Cl. A

80,300

1,228,590

Franklin Resources

35,000

3,741,500

Partners Group Holding

18,000

2,982,140

Sprott

450,000

2,204,296

U.S. Global Investors Cl. A

147,849

934,405

11,090,931

Other Financial Services - 2.9%

Kennedy-Wilson Holdings ^a

400,771

4,248,173

Total

15,339,104

Health – 1.8%

Drugs and Biotech - 1.8%

Endo Pharmaceuticals Holdings ^a

80,000

2,659,200

Total

2,659,200

Industrial Products – 19.7%

Building Systems and Components - 2.3%

Simpson Manufacturing

65,000

1,675,700

WaterFurnace Renewable Energy

70,000

1,776,363

3,452,063

Industrial Components - 2.7%

GrafTech International ^a

250,000

3,907,500

Machinery - 1.4%

Lincoln Electric Holdings

35,000

2,023,700

Metal Fabrication and Distribution - 8.1%

Kennametal

50,000

1,546,500

Nucor Corporation

75,000

2,865,000

Reliance Steel & Aluminum

90,000

3,737,700

Schnitzer Steel Industries Cl. A

75,000

3,621,000

11,770,200

Miscellaneous Manufacturing - 0.9%

Rational

6,000

1,271,095

Pumps, Valves and Bearings - 1.3%

Pfeiffer Vacuum Technology

20,000

1,892,191

Specialty Chemicals and Materials - 3.0%

Mosaic Company (The)

75,000

4,407,000

Total

28,723,749

Industrial Services – 3.7%

Engineering and Construction - 1.3%

Jacobs Engineering Group ^a

50,000

1,935,000

Food, Tobacco and Agriculture - 0.9%

Intrepid Potash ^a,b

50,000

1,303,500

Transportation and Logistics - 1.5%

Patriot Transportation Holding ^a

30,000

2,103,900

Total

5,342,400

Natural Resources – 29.2%

Energy Services - 10.1%

Ensco ADR

75,000

3,354,750

Pason Systems

180,000

2,139,567

Tesco Corporation ^a

210,000

2,526,300

Trican Well Service

240,000

3,827,777

Unit Corporation ^a

75,000

2,796,750

14,645,144

Oil and Gas - 1.3%

Exxon Mobil

30,000

1,853,700

Precious Metals and Mining - 16.8%

Alamos Gold

120,000

2,045,680

Allied Nevada Gold ^a

80,000

2,120,000

Centamin Egypt ^a

1,000,000

2,740,791

Endeavour Mining ^a

1,100,000

2,961,415

Fresnillo

90,000

1,755,951

Ivanhoe Mines ^a

80,000

1,872,800

Major Drilling Group International

120,000

3,454,563

Pan American Silver

110,000

3,254,900

Seabridge Gold ^a

150,000

4,302,000

24,508,100

Real Estate - 1.0%

PICO Holdings ^a

50,000

1,493,000

Total

42,499,944

Technology – 10.6%

Components and Systems - 2.7%

Western Digital ^a

140,000

3,974,600

Semiconductors and Equipment - 4.7%

Aixtron ADR

80,000

2,382,400

Analog Devices

75,000

2,353,500

MKS Instruments ^a

120,000

2,157,600

6,893,500

Software - 1.7%

Microsoft Corporation

100,000

2,449,000

Telecommunications - 1.5%

ADTRAN

60,000

2,118,000

Total

15,435,100

Miscellaneous ^c – 1.8%

Total

2,566,418

TOTAL COMMON STOCKS

(Cost $119,829,144)

145,248,615

REPURCHASE AGREEMENT – 17.5%

State Street Bank & Trust Company,
0.22% dated 9/30/10, due 10/1/10,
maturity value $25,538,156 (collateralized
by obligations of various U.S. Government
Agencies, due 5/4/11, valued at $26,177,238)

(Cost $25,538,000)

25,538,000

COLLATERAL RECEIVED FOR SECURITIES LOANED – 1.0%

Money Market Funds

Federated Government Obligations Fund

(7 day yield-0.0614%)

(Cost $1,361,250)

1,361,250

TOTAL INVESTMENTS – 118.2%

(Cost $146,728,394)

172,147,865

LIABILITIES LESS CASH AND OTHER ASSETS – (1.0)%

(1,499,834

)

PREFERRED STOCK – (17.2)%

(25,000,000

)

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS – 100.0%

$

145,648,031

^a

Non-income producing.

^b

All or a portion of this security was on loan at September 30, 2010. Total market value of loaned securities at September 30, 2010 was $1,290,465.

^c

Includes securities first acquired in 2010 and less than 1% of net assets applicable to Common Stockholders.

TAX INFORMATION: The cost of total investments for Federal income tax purposes was $146,728,394. At September 30, 2010, net unrealized appreciation for all securities was $25,419,471, consisting of aggregate gross unrealized appreciation of $34,744,723 and aggregate gross unrealized depreciation of $9,325,252.

Valuation of Investments:
Investment transactions are accounted for on the trade date. 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 under procedures established by the Fund’s Board of Directors. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.-traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the 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)

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

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 September 30, 2010:

   Level 1

   Level 2

  Level 3

   Total

Common stocks

$115,069,368

$30,179,247

$–

$145,248,615

Cash equivalents

1,361,250

25,538,000

–

26,899,250

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.

Securities Lending:

The Fund loans securities 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.

Other information regarding the Fund is available in the Fund’s most recent Report to Stockholders. This information is available through The Royce Funds (www.roycefunds.com) and on the Securities and Exchange Commission’s website (www.sec.gov).