rmt77b16.htm

0000912147-17-000001.txt : 20170228 0000912147-17-000001.hdr.sgml : 20170228 20170228155601 ACCESSION NUMBER: 0000912147-17-000001 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170228 DATE AS OF CHANGE: 20170228 EFFECTIVENESS DATE: 20170228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYCE MICRO-CAP TRUST, INC /MD/ CENTRAL INDEX KEY: 0000912147 IRS NUMBER: 133739778 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-08030 FILM NUMBER: 17647435 BUSINESS ADDRESS: STREET 1: ROYCE MICRO-CAP TRUST, INC. STREET 2: 745 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2124084587 MAIL ADDRESS: STREET 1: ROYCE MICRO-CAP TRUST, INC. STREET 2: 745 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10151 FORMER COMPANY: FORMER CONFORMED NAME: ROYCE MICRO CAP TRUST INC /MD/ DATE OF NAME CHANGE: 20010430 FORMER COMPANY: FORMER CONFORMED NAME: ROYCE OTC MICRO CAP FUND INC DATE OF NAME CHANGE: 19930917 NSAR-B 1 answer.fil PAGE 1 000 B000000 12/31/2016 000 C000000 0000912147 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 ROYCE MICRO-CAP TRUST, INC. 001 B000000 811-08030 001 C000000 2125084500 002 A000000 745 FIFTH AVENUE 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10151 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 ROYCE & ASSOCIATES, LP 008 B000001 A 008 C000001 801-8268 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10151 010 A000001 ROYCE & ASSOCIATES, LP 010 C010001 NEW YORK 010 C020001 NY 010 C030001 10151 012 A000001 COMPUTERSHARE TRUST COMPANY 012 B000001 84-05925 012 C010001 CANTON 012 C020001 MA 012 C030001 02021 013 A000001 PRICEWATERHOUSECOOPERS LLP 013 B010001 BALTIMORE 013 B020001 MA 013 B030001 21201 PAGE 2 014 A000001 ROYCE FUND SERVICES, INC. 014 B000001 8-28663 014 A000002 LEGG MASON INVESTOR SERVICES, LLC 014 B000002 8-53089 014 A000003 DELETE 015 A000001 STATE STREET BANK AND TRUST COMPANY 015 B000001 C 015 C010001 N. 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B000000 N 088 C000000 Y 088 D000000 N SIGNATURE DANI ENG TITLE ASSISTANT SECRETARY EX-99.77B ACCT LTTR 2 rmt77b16.htm rmt77b16.htm

[PricewaterhouseCoopers LLP letterhead]

Report of Independent Registered Public Accounting Firm

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

In planning and performing our audit of the financial statements of Royce Micro-Cap Trust, Inc. ("the Company") as of and for the year ended December 31, 2016, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Company’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Company's internal control over financial reporting.

The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Company’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Company’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2016.

This report is intended solely for the information and use of management and the Board of Directors of Royce Micro-Cap Trust, Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/ PricewaterhouseCoopers LLP

Baltimore, MD

February 22, 2017

EX-99.77C VOTES 3 rmt77c16.htm rmt77c16.htm

ROYCE MICRO-CAP TRUST, INC.

At the 2016 Annual Meeting of Stockholders held on September 19, 2016, the Fund's stockholders elected three Directors, consisting of:

	Votes For	Votes Withheld

Patricia W. Chadwick	31,664,949	618,088
Arthur S. Mehlman	31,852,719	430,318
Michael K. Shields	31,716,628	566,409

EX-99.77Q1 OTHR EXHB 4 rmt77q1e16.htm rmt77q1e16.htm

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

BETWEEN

ROYCE MICRO-CAP TRUST, INC.

AND

ROYCE & ASSOCIATES, LP

Amended and Restated Agreement made this 1st day of July, 2016, by and between ROYCE MICRO-CAP TRUST, INC., a Maryland corporation (the “Fund”), and ROYCE & ASSOCIATES, LP, a Delaware limited partnership (formerly Royce & Associates, Inc. and Royce & Associates, LLC) (the “Adviser”).

The Fund and the Adviser hereby agree as follows:

1. Duties of the Adviser. The Adviser shall, during the term and subject to the provisions of this Agreement, (a) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes, and (b) provide the Fund with such investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its assets. The Adviser shall perform such duties in accordance with the applicable provisions of the Fund’s Articles of Incorporation, By-laws and stated investment objective(s), policies and restrictions and any directions it may receive from the Fund’s Board of Directors.

2. Expenses Payable by the Fund. Except as otherwise provided in Paragraphs 1 and 3 hereof, the Fund shall be responsible for determining the net asset value of its shares and for all of its other operations and shall pay all administrative and other costs and expenses attributable to its operations and transactions, including, without limitation, registrar, transfer agent and custodian fees; legal, administrative and clerical services; rent for its office space and facilities; auditing; preparation, printing and distribution of its proxy statements, stockholders’ reports and notices; supplies and postage; Federal and state registration fees; NASD and securities exchange listing fees and expenses; Federal, state and local taxes; non-affiliated directors’ fees; interest on its borrowings; brokerage commissions; and the cost of issue, sale and repurchase of its shares.

3. Expenses Payable by the Adviser. The Adviser shall pay all expenses which it may incur in performing its duties under Paragraph 1 hereof and shall reimburse the Fund for any space leased by the Fund and occupied by the Adviser.

4. Compensation of the Adviser.

(a) The Fund agrees to pay to the Adviser, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a fee comprised of a basic fee (the “Basic Fee”) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the Russell 2000 Index (as the same may be constituted from time to time, the “Index”). Such fee shall be calculated and payable as follows:

For each month, the Basic Fee shall be a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the net assets of the Fund at the end of each month included in a period consisting of the rolling thirty-six (36) months ending with such month. (The net assets of the Fund shall be computed by subtracting the amount of any indebtedness and other liabilities of the Fund from the value of the total assets of the Fund, and the liquidation preference of and any potential redemption premium for any preferred stock of the Fund that may hereafter be issued and outstanding shall not be treated as an indebtedness or other liability of the Fund for this purpose.)

The Basic Fee for each such month shall be increased at the rate of 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the investment performance of the Fund for the performance period then ended exceeds the percentage change in the investment record of the Index for such performance period (subject to a maximum of twelve (12) percentage points). If, however, the investment performance of the Fund for such performance period shall be exceeded by the percentage change in the investment record of the Index for such performance period, then such Basic Fee shall be decreased at the rate of 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the percentage change in the investment record of the Index exceeds the investment performance of the Fund for such performance period (subject to a maximum of twelve (12) percentage points).

The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%; the maximum monthly fee, as adjusted, may not exceed 1/12 of 1.5%; and the minimum monthly fee, as adjusted, may not be less than 1/12 of .5%. The Fund shall pay such Basic Fee, as so adjusted, to the Adviser at the end of each performance period.

(b) The investment performance of the Fund for any period shall be expressed as a percentage of the Fund’s net asset value per share of Common Stock at the beginning of such period and shall mean and be the sum of (i) the change in the Fund’s net asset value per share of Common Stock during such period; (ii) the value of the Fund’s cash distributions per share of Common Stock accumulated to the end of such period; and (iii) the value of capital gains taxes per share of Common Stock paid or payable on undistributed realized long-term capital gains accumulated to the end of such period. For this purpose, the value of distributions per share of Common Stock of realized capital gains, of dividends per share of Common Stock paid from investment income and the capital gains taxes per share of Common Stock paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in shares of the Fund at the net asset value per share of Common Stock in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distribution, dividends and taxes. Notwithstanding any provisions of this subparagraph (b) or of the other subparagraphs of Paragraph 4 hereof to the contrary, the investment performance of the Fund for any period shall not include, and there shall be excluded from the change in the Fund’s net asset value per share of Common Stock during such period and the value of the Fund’s cash distributions per share of Common Stock accumulated to the end of such period shall be adjusted for, any increase or decrease in the investment performance of the Fund for such period computed as set forth in the preceding two sentences and resulting from the Fund’s issuance, sale or repurchase of any shares of any class of the capital stock or any other securities of the Fund.

(c) The investment record of the Index for any period, expressed as a percentage of the Index level at the beginning of such period, shall mean and be the sum of (i) the change in the level of the Index during such period; and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of such period. For this purpose, cash distributions on the securities which comprise the Index shall be treated as reinvested in the Index at the end of each calendar month following the payment of the dividend.

(d) Any calculation of the investment performance of the Fund and the investment record of the Index shall be in accordance with any then applicable rules of the Securities and Exchange Commission.

(e) In the event of any termination of this Agreement, the fee provided for in this Paragraph 4 shall be calculated on the basis of a period ending on the last day on which this Agreement is in effect, subject to a pro rata adjustment based on the number of days elapsed in the current period as a percentage of the total number of days in such period.

5. Excess Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and its other accounts.

6. Limitations on the Employment of the Adviser. The services of the Adviser to the Fund shall not be deemed exclusive, and the Adviser may engage in any other business or render similar or different services to others so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser to engage in any other business or to devote his time and attention in part to any other business, whether of a similar or dissimilar nature. So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Fund, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, and shall not be responsible for any action of or directed by the Board of Directors of the Fund, or any committee thereof, unless such action has been caused by the Adviser’s gross negligence, willful malfeasance, bad faith or reckless disregard of its obligations and duties under this Agreement.

7. Responsibility of Dual Directors, Officers and/or Employees. If any person who is a director, officer or employee of the Adviser is or becomes a director, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

8. Protection of the Adviser. The Adviser shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, and the Fund shall indemnify the Adviser and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Adviser in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Adviser against or entitle or be deemed to entitle the Adviser to indemnification in respect of, any liability to the Fund or its security holders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its duties and obligations under this Agreement.

Determinations of whether and the extent to which the Adviser is entitled to indemnification hereunder shall be made by reasonable and fair means, including (a) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that the Adviser was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties, or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Adviser was not liable by reason of such misconduct by (i) the vote of a majority of a quorum of the directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the Investment Company Act of 1940) nor parties to the action, suit or other proceeding, or (ii) an independent legal counsel in a written opinion.

9. Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the date above written and shall replace and supersede in all respects the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of December 31, 1996, by and between the Fund and the Adviser with respect to the Series, and the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of October 1, 2001 and as amended and supplemented to date, by and between the Fund and the Adviser with respect to the Series. This Agreement shall remain in effect until June 30, 2017, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the outstanding voting securities of the Fund and the vote of the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as so defined) of any such party. This Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice by the vote of a majority of the outstanding voting securities of the Fund, or by the vote of a majority of the Fund’s directors or by the Adviser, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act of 1940); provided, however, that the provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any such termination.

The Fund may, so long as this Agreement remains in effect, use “Royce” as part of its name. The Adviser may, upon termination of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

	ROYCE MICRO-CAP TRUST, INC. By: /s/ Christopher D. Clark Name: Christopher D. Clark Title: President
	ROYCE & ASSOCIATES, LP By: /s/ Christopher D. Clark Name: Christopher D. Clark Title: Chief Executive Officer

EX-99.77Q1 OTHR EXHB 5 rmt77q3.htm rmt77q3.htm

AMENDED AND RESTATED ADMINISTRATION AGREEMENT

AMENDED AND RESTATED AGREEMENT made as of July 1, 2016, by and between ROYCE MICRO-CAP TRUST, INC., a Maryland corporation (the "Fund") and ROYCE & ASSOCIATES, LP, a Delaware limited partnership (formerly Royce & Associates, LLC) (the "Administrator").

WITNESSETH:

WHEREAS, the Fund is engaged in business as an closed-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and

WHEREAS, the Fund is responsible for determining the net asset value of its shares and for all of its other operations and for paying all administrative and other costs and expenses attributable to its operations and transactions; and

WHEREAS, the Fund desires to retain the Administrator to provide administrative services to the Fund in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Fund on the terms and conditions hereafter set forth; and

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Administrator hereby agree as follows:

ARTICLE I

DUTIES OF THE ADMINISTRATOR

(a) The Fund hereby employs the Administrator to act as administrator and to furnish, or arrange for affiliates or others to furnish, the administrative services described below, subject to review by and the overall control of the Board of Directors of the Fund (the "Directors"), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth in consideration for the reimbursement of its and its affiliates costs and expenses as provided for herein. The Administrator and its affiliates shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed agents of the Fund.

(b) The Administrator shall perform (or arrange for the performance by affiliates or others of) any and all administrative services, excluding investment advisory services, necessary for the operation of the Fund. In this regard, the Administrator shall provide the Fund with, among other things, administrative, professional, compliance and clerical services; necessary personnel, office space and facilities and equipment; preparation of its prospectuses, statements of additional information, proxy statements, stockholders’ reports and notices and other reports and filings made to and with the Securities and Exchange Commission and/or other regulators; administering stockholder accounts, handling stockholder relations and such other services as the Administrator, subject to review by the Directors, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Fund, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make quarterly or more frequent reports to the Directors of its performance of its obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable.

Investment advisory services are provided to the Fund by Royce & Associates, LP (formerly Royce & Associates, LLC), in its capacity as investment adviser, pursuant to a separate investment advisory agreement (the “Investment Advisory Agreement”).

ARTICLE II

ALLOCATION OF CHARGES AND EXPENSES;

REIMBURSEMENT OF THE ADMINISTRATOR

Except as otherwise provided in the Investment Advisory Agreement with respect to the services provided thereunder, the Fund alone shall remain responsible for and shall continue to pay or cause to be paid all administrative and other costs and expenses attributable to its operations and transactions. In this regard, the Fund will reimburse the Administrator or its affiliates on a monthly or more frequent basis for any and all costs and expenses that they may pay or incur in providing the administrative services described in Article I, including, without limitation, costs and expenses relating to necessary personnel, rent, telephone, technology and supplies.

ARTICLE III

LIMITATION OF LIABILITY AND INDEMNIFICATION OF THE ADMINISTRATOR

The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in the administration of the Fund, except to the extent of any willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The Fund shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an administrator of the Fund.

Determinations of whether and the extent to which the Administrator is entitled to indemnification hereunder shall be made by reasonable and fair means, including (a) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that the Administrator was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties, or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Administrator was not liable by reason of such misconduct by (i) the vote of a majority of a quorum of the Directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the Investment Company Act) nor parties to the action, suit or other proceeding or (ii) an independent legal counsel in a written opinion.

As used in this Article III, the term "Administrator" shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and partners, stockholders, members, directors, managers, officers and employees of the Administrator and such affiliates.

ARTICLE IV

ACTIVITIES OF THE ADMINISTRATOR

The services of the Administrator to the Fund are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that Directors, officers, employees and stockholder of the Fund are or may become interested in or associated with the Administrator and its affiliates, as directors, managers, officers, employees, partners, stockholders, members or otherwise, and that the Administrator and directors, managers, officers, employees, partners, stockholders and members of the Administrator and its affiliates are or may become similarly interested in or associated with the Fund as stockholders or otherwise.

ARTICLE V

DURATION AND TERMINATION OF THIS AGREEMENT

(a) This Agreement shall become effective as of and from July 1, 2016 and shall remain in force and automatically continue from year to year.

(b) This Agreement may be terminated at any time, without the payment of any penalty, by the Directors or by the vote of a majority of the outstanding voting securities of the Fund, or by the Administrator, on sixty days' written notice to the other party. This Agreement shall automatically terminate in the event of its assignment.

ARTICLE VI

DEFINITIONS OF CERTAIN TERMS

The terms "vote of majority of the outstanding voting securities," "assignment," "affiliated person" and "interested person," when used in this Agreement, shall have the respective meanings specified in the Investment Company Act and the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

ARTICLE VII

GOVERNING LAW

This Agreement shall be construed in accordance with laws of the State of New York and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

	ROYCE MICRO-CAP TRUST, INC. By: /s/ Christopher D. Clark Name: Christopher D. Clark Title: President
	ROYCE & ASSOCIATES, LP By: /s/ Christopher D. Clark Name: Christopher D. Clark Title: Chief Executive Officer