As filed with the Securities and Exchange Commission on August 18, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to 240.14a-12 |
ROYCE MICRO-CAP TRUST, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
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| (4) | Date Filed: | |
ROYCE MICRO-CAP TRUST, INC.
One Madison Avenue
New York, New York 10010
NOTICE
OF ANNUAL MEETING OF
To
the Stockholders of ROYCE MICRO-CAP TRUST, INC.:
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders (the Meeting) of ROYCE MICRO-CAP TRUST, INC. (the Fund)
will be held at the offices of the Fund, One Madison Avenue, New York, New York 10010 on Wednesday, October 8, 2025, at 3:30 p.m.
(Eastern Time), for the following purposes:
The
Board of Directors of the Fund has set the close of business on Tuesday, August 5, 2025, as the record date for determining those
stockholders entitled to vote at the Meeting or any postponement or adjournment thereof, and only holders of record at the close
of business on that day will be entitled to vote.
IMPORTANT
To
save the Fund the expense of additional proxy solicitation, please mark your instructions on the enclosed Proxy, date and sign
it and return it in the enclosed envelope (which requires no postage if mailed in the United States), even if you expect to be
present at the Meeting. You may also authorize a proxy to vote your shares via telephone or the Internet by following the instructions
on the proxy card or Notice of Internet Availability of Proxy Materials. Please take advantage of these prompt and efficient proxy
authorization options.
The accompanying Proxy is solicited on behalf of the Board of Directors of the Fund, is revocable,
and will not affect your right to vote in person in the event that you attend the Meeting.
By
order of the Board of Directors,
John
E. Denneen
Secretary
August
18, 2025
IMPORTANT
NOTICE REGARDING THE AVAILABILITY
THE
NOTICE, PROXY STATEMENT
PROXY
STATEMENT
ROYCE
MICRO-CAP TRUST, INC.
One
Madison Avenue
New
York, New York 10010
ANNUAL
MEETING OF STOCKHOLDERS
October
8, 2025
INTRODUCTION
The
enclosed Proxy is solicited on behalf of the Board of Directors of the Fund (the Board) for use at the Annual Meeting
of Stockholders (the Meeting) of Royce Micro-Cap Trust, Inc. (the Fund), to be held at the offices
of the Fund, One Madison Avenue, New York, New York 10010, on Wednesday, October 8, 2025, at 3:30 p.m. (Eastern Time) and at any
postponements or adjournments thereof. The approximate initial mailing date of the Notice of Internet Availability of Proxy Materials
is August 22, 2025.
All
properly executed Proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. Unless instructions to the contrary are marked, Proxies will be voted FOR
the election of the Director nominees of the Fund.
You
may revoke your Proxy at any time before it is exercised by sending written instructions to the Secretary of the Fund at the Funds
address indicated above or by filing a new Proxy with a later date, and any stockholder attending the Meeting may vote in person,
whether or not he or she has previously filed a Proxy.
The
cost of soliciting proxies will be borne by the Fund, which will reimburse brokerage firms, custodians, nominees and fiduciaries
for their expenses in forwarding proxy material to the beneficial owners of the Funds shares of common stock (Common
Stock). Some officers and employees of the Fund and/or Royce Associates, LP, the Funds investment adviser,
may solicit proxies personally and by telephone, if deemed desirable. Royce Associates, LP primarily conducts its business
under the name Royce Investment Partners (Royce). Stockholders vote at the Meeting by casting ballots (in person
or by proxy) which are tabulated by one or two persons, appointed by the Board before the Meeting, who serve as Inspectors and
Judges of Voting at the Meeting and who have executed an Inspectors and Judges Oath.
1
The
Board has set the close of business on August 5, 2025, as the record date (the Record Date) for determining those
stockholders entitled to vote at the Meeting or any postponement or adjournment thereof, and only holders of record at the close
of business on that day will be entitled to vote. Stockholders on the Record Date will be entitled to one vote for each outstanding
share of Common Stock held (proportional voting rights for fractional shares held), with no shares having cumulative voting rights.
The
Board knows of no business other than that stated in Proposal 1 of the Notice of Annual Meeting that will be presented for consideration
at the Meeting. If any other matter is properly presented at the Meeting or any postponement or adjournment thereof, it is the
intention of the persons named on the enclosed Proxy to vote in accordance with their best judgment.
2
PROPOSAL
1: ELECTION OF DIRECTORS
At
the Meeting, two members of the Board will be elected. The Board has seven Directors. The seven Directors are currently divided
into three classes, each class having a term of office of three years. The term of office of one class expires each year. Each
of Patricia W. Chadwick and Michael K. Shields currently serves as a Class II Director and has been nominated by the Board to
serve as a Class II Director for a three-year term to expire at the Funds 2028 Annual Meeting of Stockholders or until
such time that his or her successor is duly elected and qualified. The classes of Directors and their respective terms are indicated
below.
CLASS
II DIRECTORS TO SERVE UNTIL 2028 ANNUAL MEETING OF STOCKHOLDERS
Patricia
W. Chadwick
Michael
K. Shields
CLASS
I DIRECTORS SERVING UNTIL 2027 ANNUAL MEETING OF STOCKHOLDERS
Cecile
B. Harper
G.
Peter OBrien
CLASS
III DIRECTORS SERVING UNTIL 2026 ANNUAL MEETING OF STOCKHOLDERS
Christopher
D. Clark
Christopher
C. Grisanti
All
Director nominees have agreed to serve if elected, and the Funds management has no reason to believe that any of them will
be unavailable for service as a Director. However, if any of them becomes unwilling or unable to serve, the persons named in the
accompanying Proxy will vote for the election of such other persons, if any, as the Board may nominate.
3
Interested
Director
Certain
biographical and other information concerning Christopher D. Clark, an interested person as defined in the Investment
Company Act of 1940, as amended (the Investment Company Act), of the Fund, including his current designated class,
is set forth below.
Age
Christopher
D. Clark
Chief
Executive Officer (since July 2016), President (since July 2014), Co-Chief Investment Officer (since January 2014), Managing Director,
and Member of the Board of Managers (since June 2015) of Royce, having been employed by Royce since May 2007. President and Member
of Board of Directors/Trustees of the Fund, Royce Small-Cap Trust, Inc. (RVT), Royce Global Trust, Inc. (RGT),
The Royce Fund (TRF), and Royce Capital Fund (RCF) (the Fund, RVT, RGT, TRF, and RCF are collectively
referred to as, The Royce Funds).
*
The address of Mr. Clark is c/o Royce Investment Partners, One Madison Avenue, New York, New York 10010.
Mr. Clark was elected by, and serves at the pleasure of, the Board in his capacity as an officer of the Fund.
Mr.
Clark is an interested person of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act due
to the position he holds with Royce. There are no family relationships between any of the Funds Directors and officers.
4
Non-Interested
Directors
Certain
biographical and other information concerning the existing Directors, including both Director nominees, who are not interested
persons, as defined in the Investment Company Act, of the Fund, including their current designated classes, is set forth
below.
Age
Number
of
Fund
Complex
Patricia
W. Chadwick
Consultant
and President, Ravengate Partners LLC (since 2000).
Voya
Funds
Wisconsin
Energy Corp. (until 2022)
Christopher
C. Grisanti
Chief
Equity Strategist and Senior Portfolio Manager, MAI Capital Management LLC (investment advisory firm) (since May 2020). Formerly
Co-Founder and Chief Executive Officer, Grisanti Capital Management LLC (investment advisory firm) (from 1999 to 2020); Director
of Research and Portfolio Manager, Spears Benzak, Salomon Farrell (from 1994 to 1999); and Senior Associate, Simpson, Thacher
Bartlett (law firm) (from 1988 to 1994).
Cecile
B. Harper
Chief
Financial Officer and Chief Operating Officer, College Foundation at the University of Virginia (since October 2019). Formerly
Board Member, Pyramid Peak Foundation (January 2012 to 2022); Board Member, Regional One Health Foundation (from June 2013 to
September 2019); and Principal, Southeastern Asset Management (from December 1993 to September 2019).
Alarm.com
Holdings, Inc.
+
(since
May 2024)
G.
Peter OBrien
Trustee
Emeritus, Colgate University (since 2005); and Emeritus Board Member, Hill House, Inc. (since 2019). Formerly Director, TICC Capital
Corp. (from 2003-2017); Trustee, Colgate University (from 1996 to 2005); President, Hill House, Inc. (from 2001 to 2005); Board
Member, Hill House, Inc. (from 1999 to 2019); Director, Bridges School (from 2006 to 2018); and Managing Director/Equity Capital
Markets Group, Merrill Lynch Co. (from 1971 to 1999).
64
(Director/Trustee
of The Royce Funds, consisting of 15 portfolios; Director/Trustee of the Legg Mason Family of Funds, consisting of 49
portfolios)
5
Age
Number
of
Fund
Complex
Julia
W. Poston
Director,
Member of Nominating/Governance Committee, and Chair of Audit Committee, Merus Corporation (formerly Al. Neyer Corporation)
(since 2020); Director, Member of Governance Committee, and Chair of Audit Committee, Master Fluid Solutions (since 2021);
Trustee and Chair of Finance/Audit Committee, Cincinnati Museum Center (non-profit) (since 2015); and Director and Founder,
Cincinnati Womens Executive Forum (non-profit) (since 2010). Formerly Senior Client Partner (2002-2020) and Assurance
Practice Group Leader for Ohio Valley Region (2014-2019), Ernst Young, LLP (international accounting and services
firm); and Audit Partner, Arthur Andersen LLP (international accounting and services firm) (1982-2002).
AuguStar
Variable Insurance Products Fund, Inc.
++
(since
2022)
The
James
Michael
K. Shields
Chief Investment Officer, National
Christian Foundation (since April
2024); Chairman,
UNC Charlotte Investment Fund Board (since February 2016); and Chairman, Halftime Carolinas Board (since February 2011); Formerly President and Chief Executive Officer,
Piedmont Trust Company (privately owned North Carolina trust company) (from February 2012 to December 2023); Owner, Shields
Advisors (investment consulting firm) (from April 2010 to June 2012); President and Chief Executive Officer, Eastover
Capital Management (2005-2007); President and Chief Executive Officer, Campbell, Cowperthwait Co. (investment subsidiary
of U.S. Trust Corporation) (1997-2002); and equity portfolio manager and comanager of Quality Growth Team, Scudder, Stevens
Clark (1992-1997).
*
The address of each of Mses. Chadwick, Harper, and Poston and Messrs. Grisanti, OBrien, and Shields is c/o Royce Investment
Partners, One Madison Avenue, New York, New York 10010.
**
Each of Mses. Chadwick, Harper, and Poston and Messrs. Grisanti, OBrien, and Shields is also a director/trustee of all
of the other investment companies constituting The Royce Funds and a member of the Audit Committee and the Nominating Committee
of the Board.
+
Ms. Harper is also a member of the Nominating and Corporate Governance Committee of Alarm.com Holdings, Inc.
++
Ms. Poston is also a member of the Audit Committee of AuguStar Variable Insurance Products Fund, Inc.
+++
Ms. Poston is also Chair of the Audit Committee of The James Advantage Funds.
The
Independent Directors have adopted a retirement policy that calls for the retirement of each Independent Director from the Board
on December 31 of the year in which he or she reaches the age of 79, subject to waiver in the discretion of the Board.
6
Additional
information about each Director follows (supplementing the information provided in the tables above) that describes some of the
specific experiences, qualifications, attributes or skills that each Director possesses, which the Board believes has prepared
them to be effective Directors.
7
The
Board believes that each Directors experience, qualifications, attributes and skills should be evaluated on an individual
basis and in consideration of the perspective such Director brings to the entire Board, with no single Director, or particular
factor, being indicative of Board effectiveness. However, the Board believes that Directors need to have the ability to critically
review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service
providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes
that their members satisfy this standard. Experience relevant to having this ability may be achieved through a Directors
educational background; business, professional training or practice, public service or academic positions; experience from service
as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit
entities or other organizations; and/or other life experiences. The charter for the Boards Nominating Committee contains
certain other specific factors considered by the Nominating Committee in identifying and selecting Director candidates (as described
below).
To
assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel,
who participates in Board meetings and interacts with Royce, and also may benefit from information provided by Royces internal
counsel; both the Boards and Royces internal counsel have significant experience advising funds and fund board members.
The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an
annual basis.
8
Board
Composition and Leadership Structure
The
Investment Company Act requires that at least 40% of the Funds Directors not be interested persons (as defined
in the Investment Company Act) of the Fund and as such are not affiliated with Royce (Independent Directors). To
rely on certain exemptive rules under the Investment Company Act, a majority of the Funds Directors must be Independent
Directors, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates,
the Investment Company Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently,
six of the Funds seven Directors are Independent Directors. The Board does not have a chairman, but the President, an interested
person of the Fund, acts as chairman at the Board meetings. The Independent Directors have designated Christopher C. Grisanti
as lead Independent Director. As lead Independent Director, Mr. Grisanti generally acts as chair of meetings or executive sessions
of the Independent Directors and, when appropriate, represents the views of the Independent Directors to Royce management. The
Board has determined that its leadership structure is appropriate in light of the services that Royce and its affiliates provide
to the Fund and potential conflicts of interest that could arise from these relationships.
Audit
Committee Report
The
Board has a standing Audit Committee (the Audit Committee), which consists of the Independent Directors who also
are independent as defined in the listing standards of the New York Stock Exchange. The current members of the Audit
Committee are Patricia W. Chadwick, Christopher C. Grisanti, Cecile B. Harper, G. Peter OBrien, Julia W. Poston, and Michael
K. Shields. Ms. Poston serves as Chair of the Audit Committee. Ms. Chadwick, and Ms. Poston have been designated as Audit Committee
Financial Experts, as defined under Securities and Exchange Commission (SEC) regulations.
The
principal purposes of the Audit Committee are to (i) assist Board oversight of the (a) integrity of the Funds financial
statements; (b) independent accountants qualifications and independence; and (c) performance of the Funds independent
accountants and (ii) prepare, or oversee the preparation of any audit committee report required by rules of the SEC to be included
in the Funds proxy statement for its annual meeting of stockholders. The Board has adopted an Audit Committee charter for
the Fund, a copy of which is included as an exhibit to this Proxy Statement. A copy of the Audit Committee charter for the Fund
may also be obtained by calling 1-800-221-4268.
The
Audit Committee also has (i) received written disclosures and the letter required by Independence Standards Board Standard No.
1 from PricewaterhouseCoopers LLP (PWC), the Funds independent auditors for the fiscal year ended December
31, 2024, and (ii) discussed certain matters required to be discussed under the requirements of The Public Company Accounting
Oversight Board with PWC. The Audit Committee has considered whether the provision of non-audit services by the Funds independent
accountants is compatible with maintaining their independence.
9
At
its meeting held on February 19, 2025, the Audit Committee reviewed and discussed the audit of the Funds financial statements
as of December 31, 2024, and for the fiscal year then ended with Fund management and PWC. Had any material concerns arisen during
the course of the audit and the preparation of the audited financial statements mailed to stockholders and included in the Funds
2024 Annual Report to Stockholders, the Audit Committee would have been notified by Fund management or PWC. The Audit Committee
received no such notifications. At those meetings, the Audit Committee recommended to the Board that the Funds audited
financial statements be included in the Funds 2024 Annual Report to Stockholders.
Nominating
Committee
The
Board has a Nominating Committee (the Nominating Committee) composed of the six Independent Directors, namely Ms.
Chadwick, Ms. Harper, and Ms. Poston, and Messrs. Grisanti, OBrien, and Shields. Mr. OBrien has served as Chair
of the Nominating Committee in the past, including during 2023, the last year in which it held meetings. The Board has adopted
a Nominating Committee charter for the Fund, a copy of which is included as an exhibit to this Proxy Statement. A copy of the
Nominating Committee charter for the Fund may also be obtained by calling 1-800-221-4268.
The
Nominating Committee is responsible for identifying and recommending to the Board individuals believed to be qualified to become
Board members in the event that a position is vacated or created. The Nominating Committee will consider Director candidates recommended
by stockholders. In considering potential nominees, the Nominating Committee will take into consideration (i) the contribution
which the person can make to the Board, with consideration given to the persons business and professional experience, education
and such other factors as the Committee may consider relevant, including but not limited to whether a potential nominees
personal and professional qualities and attributes would provide a beneficial diversity of skills, experience and/or perspective
to the Board; (ii) the character and integrity of the person; (iii) whether or not the person is an interested person
as defined in the Investment Company Act and whether the person is otherwise qualified under applicable laws and regulations to
serve as a Director or Independent Director of the Fund; (iv) whether or not the person has any relationships that might impair
his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser
of the Fund, Fund service providers or their affiliates; (v) whether or not the person is financially literate pursuant to the
New York Stock Exchanges audit committee membership standards; (vi) whether or not the person serves on boards of, or is
otherwise affiliated with, competing financial service organizations or their related investment company complexes; (vii) whether
or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties
of, a Director of the Fund; and (viii) whether or not the selection and nomination of the person would be in the best interest
of the Fund in light of the requirements of the Funds retirement policies. While the Nominating Committee does not have
a formal policy regarding diversity, as noted above, it may consider the diversity of skills, experience and/or perspective a
potential nominee will bring to the Board as part of its evaluation of the contribution such potential nominee will make to the
Board. Such factors will be considered in light of the other factors described above and in the context of the Boards existing
membership at the time such potential candidate is considered.
10
To
have a candidate considered by the Nominating Committee, a stockholder must submit the recommendation in writing and must include
biographical information and set forth the qualifications of the proposed nominee. The stockholder recommendation and information
described above must be sent to the Funds Secretary, John E. Denneen, c/o Royce Micro-Cap Trust, Inc., One Madison Avenue,
New York, New York 10010.
Although
the Board does not have a standing compensation committee, the Independent Directors review their compensation annually.
Distribution
Committee
The
Board has a Distribution Committee (the Distribution Committee), comprised of Christopher D. Clark. As noted above,
Mr. Clark is an interested person of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act.
The Distribution Committee is responsible for, among other things, approving the Funds payment of dividends from net investment
income and distributions from capital gains, if any, to ensure compliance with the requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended.
Boards
Oversight Role in Management
The
Boards role in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished
from operating companies), service providers to the Fund, primarily Royce and its affiliates, have responsibility for the day-to-day
management of the Fund, which includes responsibility for risk management (including management of investment performance and
investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight,
the Board, acting at its scheduled meetings, or the lead Independent Director and the Chair of the Audit Committee, acting between
Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Funds
and Royces Chief Compliance Officer and portfolio management personnel. The Audit Committee (which consists of the six
Independent Directors) meets during its scheduled meetings, and between meetings the Chair of the Audit Committee maintains contact
with the Funds independent registered public accounting firm and the Funds Treasurer. The Board also receives periodic
presentations from senior personnel of Royce or its affiliates regarding risk management generally, as well as periodic presentations
regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading,
valuation, investment research and securities lending. The Board also receives reports from counsel to Royce and the Boards
own independent legal counsel regarding regulatory, compliance and governance matters. The Boards oversight role does not
make the Board a guarantor of the Funds investments or activities.
11
Committee
and Board of Directors Meetings
During
the year ended December 31, 2024, the Board held seven meetings, the Audit Committee held four meetings, and the Nominating Committee
did not hold any meetings. The Distribution Committee took action in respect of the Fund five times by written consent during
such period. Each Director in office during the year ended December 31, 2024, attended 75% or more of the aggregate of the total
number of meetings of the Board and the total number of meetings of the Audit Committee and the Nominating Committee held during
that year.
Compensation
of Directors
For
the period January 1, 2024, to December 31, 2024, each of the Independent Directors was paid at an annual rate of $10,000 for
serving on the Board, plus $450 for each Board meeting attended. In addition, Christopher D. Grisanti received an additional $1,475
from the Fund for serving as lead Independent Director and Julia W. Poston received an additional $984 from the Fund for serving
as Chair of the Audit Committee for the year ended December 31, 2024. No Director received remuneration for services as a Director
for the year ended December 31, 2024, in addition to or in lieu of this standard arrangement. Each Independent Director will continue
to receive an annual rate of $10,000 for serving on the Board, plus $450 for each Board meeting attended for the year ending December
31, 2025. Christopher D. Grisanti will continue to receive an additional $1,475 from the Fund for serving as lead Independent
Director and Julia W. Poston will receive an additional $984 from the Fund for serving as Chair of the Audit Committee for the
year ending December 31, 2025.
Set
forth below is the aggregate compensation paid by the Fund and the total compensation paid by The Royce Funds and the Fund Complex
to each Independent Director of the Fund for the year ended December 31, 2024.
12
Name
Aggregate
Total
Compensation
Total
Compensation
Patricia
W. Chadwick,
Director
Christopher
C.Grisanti,
Director
Cecile B. Harper,
Director
G.
Peter OBrien,
Director
Julia W. Poston,
Director
Michael
K. Shields,
Director
*
Represents aggregate compensation paid to each Director during the calendar year ended December 31, 2024, from the Fund Complex.
As of the date of this Proxy Statement, the Fund Complex includes the 15 portfolios of The Royce Funds and 49 portfolios of the
Legg Mason Funds. In addition to serving as a Director/Trustee of The Royce Funds during the calendar year ended December 31,
2024, G. Peter OBrien served as a Director/Trustee of the Legg Mason Funds for the calendar year ended December 31, 2024.
13
Officers
of the Fund
Officers
of the Fund are elected each year by the Board. The following sets forth information concerning the Funds officers:
Christopher
D. Clark,
Chief
Executive Officer (since July 2016), President (since July 2014), Co-Chief Investment Officer (since January 2014), and Member
of the Board of Managers (since June 2015) of Royce, having been employed by Royce since May 2007.
60
President
2014
Francis
D. Gannon,
Co-Chief
Investment Officer (since January 2014) and Managing Director of Royce, having been employed by Royce since September 2006.
57
Vice
President
Peter
K. Hoglund,
Chief
Financial Officer, Chief Administrative Officer, and Managing Director of Royce, having been employed by Royce since December
2014. Prior to joining Royce, Mr. Hoglund spent more than 20 years with Munder Capital Management in Birmingham, MI, serving as
Managing Director and Chief Financial Officer and overseeing all financial aspects of the firm.
59
Treasurer
Daniel
A. OByrne,
Principal
and Vice President of Royce, having been employed by Royce since October 1986.
63
Vice
President
John
E. Denneen,
General
Counsel, Managing Director, Chief Legal and Compliance Officer, Secretary, and, since 2015, Member of the Board of Managers of
Royce; Secretary and Chief Legal Officer of The Royce Funds.
58
Secretary
and Chief Legal Officer
1996
to
2001
and
since
2002
John
P. Schwartz,
Chief
Compliance Officer of The Royce Funds (since May 2022); and Associate General Counsel and Compliance Officer of Royce (since March
2013).
54
Chief
Compliance Officer
*
The address of each officer of the Fund is c/o Royce Investment Partners, One Madison Avenue, New York, New York 10010.
**
Each officer of the Fund is elected by, and serves at the pleasure of, the Board.
Stockholder
Communications
Stockholders
may send written communications to the Board or to an individual Director by mailing such correspondence to the Secretary of the
Fund (addressed to One Madison Avenue, New York, New York 10010). Such communications must be signed by the stockholder and identify
the number of shares of Common Stock held by the stockholder. Properly submitted stockholder communications will, as appropriate,
be forwarded to the entire Board or to the individual Director. Any stockholder proposal submitted pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended (the Exchange Act), must continue to meet all the requirements of
Rule 14a-8. See Additional Information Stockholder Proposals herein.
14
Director
Attendance at Stockholder Meetings
The
Fund has no formal policy regarding Director attendance at stockholder meetings. One Director attended the Funds 2024 Annual
Meeting of Stockholders.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires the officers and Directors of the Fund and persons who own more than ten percent of a registered
class of the Funds equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
SEC and the New York Stock Exchange. Officers, Directors and greater than ten percent stockholders are required by SEC regulations
to furnish the Fund with copies of all Forms 3, 4 and 5 they file.
Based
solely on the Funds review of the copies of such forms and amendments thereto, furnished to it during or with respect to
its most recent fiscal year, and written representations from certain reporting persons that they were not required to file Form
5 with respect to the most recent fiscal year, the Fund believes that all of its officers, Directors, greater than ten percent
beneficial owners and other persons subject to Section 16 of the Exchange Act due to the requirements of Section 30(h) of the
Investment Company Act (i.e., any investment adviser or affiliated person of the Funds investment adviser), have complied
with all filing requirements applicable to them with respect to transactions in the Funds shares during the Funds
most recent fiscal year.
Stock
Ownership
As
of the Record Date, there were 52,592,863 shares of Common Stock outstanding.
The
following persons were known to the Fund to be beneficial owners or owners of record of 5% or more of its outstanding shares of
Common Stock as of the Record Date:
Amount
and
Nature
of Ownership
Cede
Co. Depository Trust Company
P.O.
Box #20
Bowling
Green Station
52,275,768 Record*
99.40%
*
Shares held by brokerage firms, banks and other financial intermediaries on behalf of beneficial owners are registered in the
name of Cede Co.
15
To
the knowledge of the Fund, no person owned beneficially more than 5% of its outstanding shares of Common Stock as of the Record
Date, except as listed below:
Amount
of Beneficial
Reported
in
Schedule
13G
Date
of Reporting
of
Such Beneficial
Ownership
on
Schedule
13G
Morgan
Stanley
Morgan
Stanley Smith Barney LLC
1585
Broadway
New
York, NY 10036
First
Trust Portfolios L.P.
First
Trust Advisors L.P.
The
Charger Corporation
120
East Liberty Drive
Suite
400
Wheaton,
Illinois 60187
*
Information is provided as of March 31, 2025, as set forth in the report on Schedule 13G filed by Morgan Stanley with
the Securities and Exchange Commission on May 7, 2025.
**
Information is provided as of December 31, 2023, as set forth in the report on Schedule 13G filed by First Trust Portfolios
L.P., First Trust Advisors L.P., and The Charger Corporation with the Securities and Exchange Commission on January 12, 2024.
Information
relating to each Directors ownership of shares of Common Stock as of the Record Date and of shares of The Royce Funds overseen
by each Director is set forth below:
Name
Aggregate
Dollar Range of
16
Information
regarding ownership of shares of Common Stock by the Funds Directors and officers as of the Record Date is set forth below:
Name
and Address
*
of Owner
*
The address of each Director and each officer is c/o Royce Investment Partners, One Madison Avenue, New York, New York 10010.
**
Does not include shares of Common Stock beneficially owned by Mr. Clark, if any, which information is set forth immediately above
under Interested Director.
As
of the Record Date, all Directors and officers of the Fund, as a group (12 persons), beneficially owned an aggregate of less than
1% of the Funds outstanding shares of Common Stock.
As
of the Record Date, no Independent Director or any of his or her immediate family members directly or indirectly owned any securities
issued by Franklin Resources, Inc. (Franklin), Royces indirect corporate parent, or any of its affiliates
(other than registered investment companies).
Vote
Required
A
quorum consists of stockholders representing a majority of the outstanding shares of Common Stock entitled to vote, who are present
in person or by proxy, and the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled
to vote is required to elect a Director.
The
Board of Directors of the Fund recommends that all stockholders vote FOR all of the Director nominees.
17
FEES
PAID TO INDEPENDENT AUDITORS
Audit
Fees
The
aggregate fees paid to PWC in connection with the annual audit of the Funds financial statements and for services normally
provided by PWC in connection with the statutory and regulatory filings of the Fund for the fiscal years ended December 31, 2024,
and December 31, 2023, were $42,223 and $40,992, respectively.
Audit
Related Fees
No
fees were paid to PWC in connection with assurance and related services related to the annual audit of the Fund and for review
of the Funds financial statements, other than the Audit Fees described above, for the fiscal years ended December 31, 2024,
and December 31, 2023.
Tax
Fees
The
aggregate fees paid for tax-related services, including preparation of tax returns, tax compliance and tax advice, rendered by
PWC to the Fund for the fiscal years ended December 31, 2024, and December 31, 2023, were $11,509 and $11,173, respectively.
All
Other Fees
There
were no other fees billed for non-audit services rendered by PWC to the Fund for the fiscal years ended December 31, 2024, and
December 31, 2023. The aggregate non-audit fees billed by PWC for services rendered to Royce and any entity controlling, controlled
by, or under common control with Royce that provides ongoing services to the Fund for the fiscal years ended December 31, 2024,
and December 31, 2023, were $11,509 and $11,173, respectively. The Audit Committee has determined that the provision of non-audit
services is compatible with maintaining the independence of PWC.
PWC
did not provide any other professional services to the Fund or Royce for the year ended December 31, 2024, except for those other
professional services performed by PWC in its capacity as the independent registered public accounting firm for Royce; those certain
investment companies for which Royce acts as investment adviser; Franklin, an indirect corporate parent of Royce; certain Franklin
affiliates; and certain investment companies for which Franklin affiliates act as investment adviser. No representatives of PWC
are expected to be present at the Meeting.
18
Audit
Committees Pre-Approval Policies and Procedures
The
Audit Committee has adopted policies and procedures with regard to the pre-approval of audit and non-audit services. On an annual
basis, at the September or October meeting of the Audit Committee, the independent auditors of the Fund will submit a schedule
of proposed audit, audit-related, tax and other non-audit services to be rendered to the Fund and/or Royce and its affiliates
for the following year that require pre-approval by the Audit Committee. Such schedule will include the maximum fees that can
be paid for such services without further Audit Committee approval. Any subsequent revision to pre-approved services or fees will
be considered at the next regularly scheduled Audit Committee meeting. Services not presented for pre-approval at the September
meeting of the Audit Committee will be submitted to the Chief Financial Officer of the Fund for a determination that the proposed
services fit within the independence guidelines and then considered for pre-approval at the next regularly scheduled Audit Committee
meeting. A proposal to commence an engagement involving audit, audit-related or tax services prior to the next regularly scheduled
Audit Committee meeting shall be made in writing by the Chief Financial Officer to all Audit Committee members and include a summary
of the engagement, estimated maximum cost, the category of services and the rationale for engaging the Funds independent
auditor. Such proposed engagement can be pre-approved by any Audit Committee member who is an Independent Director. Pre-approval
by the Chairman of the Audit Committee is required for a proposed engagement involving non-audit services other than audit-related
or tax.
19
ADDITIONAL
INFORMATION
Adjournment
or Postponement of Meeting; Other Matters
If
sufficient votes to approve Proposal 1 in the Notice of Annual Meeting of Stockholders are not received, the chairman of the Meeting
may, without notice other than by announcement at the Meeting, adjourn the Meeting to a later date and time and place as permitted
by the Funds Bylaws until sufficient votes to approve Proposal 1 in the Notice of Annual Meeting of Stockholders shall
be received. In the event a quorum is not present at the Meeting, any such adjournment date may not be more than 120 days after
the Record Date (i.e., December 3, 2025).
While
the Meeting has been called to transact any business that may properly come before it, the Directors know of no business other
than the matter stated in the Notice of Annual Meeting of Stockholders. However, if any additional matter properly comes before
the Meeting and on all matters incidental to the conduct of the Meeting, it is the intention of the persons named in the enclosed
Proxy to vote the Proxy in accordance with their judgment on such matters.
The
Fund expects that broker-dealer firms holding shares of the Fund in street name for the benefit of their customers
and clients will request the instructions of such customers and clients on how to vote their shares on the Proposal before the
Meeting. The Fund understands that, under the rules of the New York Stock Exchange, such broker-dealers may, without instructions
from such customers and clients, grant authority to the proxies designated by the Fund to vote on the election of Directors if
no instructions have been received prior to the date specified in the broker-dealer firms request for voting instructions.
Certain broker-dealer firms may exercise discretion over shares held in their name for which no instructions are received by voting
such shares in the same proportion as they have voted shares for which they have received instructions.
The
shares as to which the Proxies so designated are granted authority by broker-dealer firms to vote on the matters to be considered
at the Meeting, the shares as to which broker-dealer firms have declined to vote (broker non-votes) and the shares
as to which Proxies are returned by record stockholders but which are marked abstain on any matter will be included
in the Funds tabulation of the total number of votes present for purposes of determining whether the necessary quorum of
stockholders exists. However, abstentions and broker non-votes will not be counted as votes cast. Therefore, abstentions and broker
non-votes will not have an effect on the election of Directors.
20
Maryland
Control Share Acquisition Act and Related Litigation
The
Fund previously opted into the provisions of the Maryland Control Share Acquisition Act (the MCSAA). Generally,
the MCSAA provides that a holder of control shares (as defined in the MCSAA) of a Maryland corporation (e.g., the
Fund) acquired in a control share acquisition (as defined in the MCSAA) would not be entitled to vote its control
shares except to the extent approved by the stockholders of the corporation at a meeting of stockholders by a vote of two-thirds
of the votes entitled to be cast on the matter. Shares held by the acquiring person (i.e., the holder or group of
holders acting in concert that acquires, or proposes to acquire, control shares) and any other holders of interested
shares (as defined in the MCSAA) would not be entitled to vote on the matter.
Generally,
control shares under the MCSAA are shares that, when aggregated with shares that are already owned by an acquiring
person, would entitle the acquiring person to exercise voting power within the following range of voting power: one-tenth or more,
one-third or more, or a majority of the total voting power of shares entitled to vote in the election of directors (other than
voting power granted through a revocable proxy, which is not included in the calculation). The MCSAA does not apply (a) to shares
acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, (b) to shares acquired
under the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing the
MCSAA, or (c) to acquisitions of shares approved or exempted by a provision contained in the charter or bylaws of the corporation
and adopted at any time before the acquisition of the shares. Shares of the Funds common stock acquired prior to January
25, 2021 would not be control shares under the MCSAA. Those shares, however, would be included in assessing whether
any subsequent share acquisition exceeds one of the enumerated thresholds. Stockholders (together with any associated persons
(as defined in the MCSAA)) that own less than ten percent of the shares entitled to vote in the election of directors would not
be affected by restrictions on voting rights under the MCSAA.
On
June 29, 2023, an action was filed against RGT and numerous unrelated funds in
Saba Capital Master Funds., Ltd., et al. v.
Clearbridge Energy Midstream Opportunity Fund, Inc., et al.
, No. 1:23-cv-05568 (S.D.N.Y.), but not the Fund, that sought rescission
of the defendants election to opt into the provisions of the MCSAA. On January 4, 2024, the U.S. District Court for
the Southern District of New York issued an opinion and order that, among other things, declared that the control share resolutions
(i.e., including the provisions discussed above) at issue violate a provision of the Investment Company Act and ordered that those
resolutions be rescinded forthwith. Following an appeal by RGT and the other remaining defendants, the district
courts judgment was affirmed in full by the United States Court of Appeals for the Second Circuit on June 26, 2024.
On
or about September 24, 2024, RGT and certain defendants filed a petition with the U.S. Supreme Court for a writ of certiorari
to review the June 26, 2024, judgment of the Second Circuit. On June 30, 2025, the Supreme Court granted certiorari, agreeing
to resolve a circuit split over whether private parties have an implied right of action to enforce certain provisions of the Investment
Company Act of 1940.
21
Address
of Investment Adviser
Royces
principal office is located at One Madison Avenue, New York, New York 10010.
Annual
Report Delivery
The
Funds Annual Report to Stockholders for the year ended December 31, 2024, was previously made available to its stockholders
and the Semiannual Report to Stockholders for the six-month period ended June 30, 2025, will be made available to its stockholders
in late August 2025. Copies of the Annual Report are available, and copies of the Semiannual Report will be available in late
August 2025, upon request, without charge, by writing to the Fund at One Madison Avenue, New York, New York 10010 or calling toll
free at 1-800-221-4268. All publicly released material information is always disclosed by the Fund on its website at www.royceinvest.com.
Stockholder
Proposals
Stockholders
proposals intended to be presented at the Funds 2026 Annual Meeting of Stockholders must be received by the Fund by April
17, 2026, for inclusion in the Funds Proxy Statement and form of Proxy for that meeting. The Funds By-laws generally
require advance notice be given to the Fund in the event a stockholder desires to nominate a person for election to the Board
or to transact any other business from the floor at an annual meeting of stockholders. Notice of any such nomination or other
business intended to be presented at the Funds 2026 Annual Meeting of Stockholders must be in writing and received at the
Funds principal executive office between April 24, 2026, and May 24, 2026. Written proposals should be sent to the Secretary
of the Fund, One Madison Avenue, New York, New York 10010.
Proxy
Delivery
If
you and another stockholder share the same address, the Fund may only send one proxy statement unless you or the other stockholder(s)
request otherwise. Call or write the Fund if you wish to receive a separate copy of the proxy statement and the Fund will promptly
mail a copy to you. You may also call or write to the Fund if you wish to receive a separate proxy in the future, or if you receive
multiple copies now, and wish to receive a single copy in the future.
For
such requests, please call 1-800-221-4268, or write the Fund at One Madison Avenue, New York, New York 10010.
22
PLEASE
FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
By
order of the Board of Directors,
John
E. Denneen
Secretary
Dated:
August 18, 2025
23
Charter
Of The Audit Committee
of
The Board of Directors/Trustees
For
The Royce Funds Listed In Appendix A Hereto
The
Audit Committee shall be composed of at least three Directors/Trustees, each of whom:
In
the event Fund shares are or become listed on a national securities exchange or are or become quoted on a national market quotation
system, the additional qualification requirements set forth below also shall apply:
The
Board of Directors/Trustees shall determine annually: (i) whether at least one of the members of the Audit Committee is an audit
committee financial expert, as defined in rules of the Securities and Exchange Commission and (ii) whether simultaneous
service on more than three public company audit committees by a member of the Audit Committee would not impair the ability of
such member to effectively serve on the Audit Committee, and,
with respect to the closed-end funds only
, the Board must
disclose any determination made under clause (ii) either on or through the applicable Funds website or in its annual proxy statement.
If the disclosure is made on the Funds website, the Fund must disclose that fact in its annual proxy statement and provide
the website address. Multiple boards in the same fund complex are considered one board for this determination.
The
Audit Committee shall be responsible for:
The
Funds independent accountants shall report directly to the Audit Committee.
As
may be necessary or appropriate to carry out its purposes, or to comply with applicable law or the requirements of any securities
exchange or market quotation system on which Fund shares are or may become listed or quoted, the Audit Committee shall have the
following responsibilities and duties:
2
3
The
Audit Committee may delegate any portion of its authority, including the authority to grant preapprovals of audit related services
and permitted non-audit services, to a subcommittee of one or more members of the Audit Committee pursuant to preapproval policies
and procedures established by the Audit Committee; provided, however, that the Audit Committee may not delegate preapproval of
the audit required by the Securities Exchange Act of 1934. Any decision of such subcommittee of the Audit Committee to grant preapprovals
shall be presented to the full Audit Committee at its next regularly scheduled meeting.
The
function of the Audit Committee is oversight; it is the responsibility of Fund management to maintain appropriate systems
for accounting and internal control over financial reporting, and the responsibility of the Funds independent
accountants to plan and carry out a proper audit. Specifically, Fund management is responsible for: (1) the preparation,
presentation and integrity of the Funds financial statements; (2) the maintenance of appropriate accounting and
financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other
procedures designed to assure compliance with accounting standards and related laws and regulations. The Funds
independent accountants are responsible for planning and carrying out an audit consistent with applicable legal and
professional standards and the terms of their engagement letter. Nothing in this Charter shall be construed to reduce the
responsibilities or liabilities of the Funds service providers, including the Funds independent
accountants.
4
Although
the Audit Committee is expected to review appropriately the matters that come before it, such review of a Funds financial
statements by the Audit Committee is not an audit, nor does the Committees review substitute for the responsibilities of
the Funds management for preparing, or the Funds independent accountants for auditing, the financial statements.
Members of the Audit Committee are not employees of the Fund and, in serving on the Audit Committee, are not, and do not hold
themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Audit Committee
or its members to conduct field work or other types of auditing or accounting reviews or procedures.
In
discharging their duties, the members of the Audit Committee are entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Fund whom
the Board reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or
other persons as to matters the Board reasonably believes are within the persons professional or expert competence; or
(3) a committee of the Board.
The
Audit Committee shall meet on a regular basis but no less frequently than annually. The Audit Committee periodically shall meet
separately with the Funds independent accountants, Fund management, and representatives of Fund management responsible
for the financial and accounting operations of the Fund. The Audit Committee may hold special meetings at such times as the Audit
Committee believes necessary or appropriate. Members of the Audit Committee may participate in a meeting of the Audit Committee
by means of conference call or similar communications equipment by means of which all persons participating in such meeting can
hear each other.
The
appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Audit Committee
may request. The Audit Committee shall have the power and authority to take all action it believes necessary or appropriate to
discharge its responsibilities, including the power and authority to retain independent counsel and other advisers. The Fund shall
provide for appropriate funding, as determined by the Audit Committee as a committee of the Board, for payment of: (i) compensation
to the Funds independent accountants or any other accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review, or attest services for the Fund, (ii) compensation to any advisers employed by the Audit
Committee under this Section V, and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate
in carrying out its responsibilities.
5
The
Audit Committee shall perform a review and evaluation, at least annually, of the performance of the Audit Committee.
The
Audit Committee shall report regularly to the Board. The Chairman of the Audit Committee shall report to the Board on the results
of its deliberations, and make such recommendations as deemed necessary or appropriate.
This
Charter may be amended or modified from time to time by vote of the Board.
Dated:
April 11, 2000, as amended through February 27, 2019
6
APPENDIX
A
Royce
Capital Fund
Royce
Global Trust, Inc.
Royce
Micro-Cap Trust, Inc.
Royce
Small-Cap Trust, Inc.
The
Royce Fund
7
CHARTER
OF THE NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS/TRUSTEES FOR
THE ROYCE FUNDS LISTED IN APPENDIX A HERETO
Organization
The
Nominating Committee (the Committee) of the Board of Directors/Trustees for the registered investment companies
(each, a Fund) listed on Exhibit A attached hereto shall be composed solely of Directors/Trustees who are not interested
persons of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940 Act),
and who are independent as defined in the applicable listing standards of the national securities exchange or national
market quotation system (each, an Exchange) on which a Fund is listed or quoted (the Independent Directors).
The Board of Directors/Trustees of the Fund (the Board) shall appoint the members of the Committee (which may or
may not be all of the Independent Directors) and shall designate the Chairman of the Committee. The Committee shall have authority
to retain its own counsel and other advisers the Committee deems appropriate and shall have the sole authority to approve the
compensation and other terms of their retention.
Responsibilities
The
Committee shall identify individuals qualified to serve as Independent Directors of the Fund and shall recommend its nominees
for consideration by the full Board.
Identification
and Evaluation of Potential Nominees
In
identifying and evaluating a person as a potential nominee to serve as an Independent Director of the Fund, the Committee should
consider among other factors it may deem relevant:
While
the Committee is solely responsible for the selection and nomination of the Funds Independent Directors, the
Committee shall review and consider nominations for the office of Director made by management and by Fund stockholders as it
deems appropriate. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which
include biographical information and set forth the qualifications of the proposed nominee.
Quorum
A
majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority
of the members of the Committee present at any meeting at which there is quorum shall be the act of the Committee.
Nomination
of Directors
After
a determination by the Committee that a person should be selected and nominated as an Independent Director of the Fund, the Committee
shall present its recommendation to the full Board for its consideration and, if necessary, to the Independent Directors.
Meetings
The
Committee may meet either on its own or in conjunction with meetings of the Board. Meetings of the Committee may be held in person,
by video conference or by conference telephone. The Committee may take action by unanimous written consent in lieu of a meeting.
Amended
on May 5, 2025
Adopted:
February 10, 2004
Appendix
A
The
Royce Fund
Royce
Capital Fund
Royce
Micro-Cap Trust, Inc.
Royce
Small-Cap Trust, Inc.
Royce
Global Trust, Inc.
ROYCE ASSOCIATES, LP
NEW YORK, NY 10010
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
TO ELECT THE DIRECTOR NOMINEES
OF ROYCE MICRO-CAP TRUST, INC.
Important Notice Regarding
the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement is available
at www.proxyvote.com.
V78836-P37472
One Madison Avenue
New York, New York 10010
The undersigned hereby appoints Christopher D. Clark
and John E. Denneen or either of them, acting in absence of the other, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse, all shares of common stock of Royce Micro-Cap Trust, Inc.
held of record by the undersigned on August 5, 2025 at the Annual Meeting of Stockholders of Royce Micro-Cap Trust, Inc. to be held on
October 8, 2025, at 3:30 PM (Eastern Time), at Royce Associates, LP, One Madison Avenue, New York, NY, 10010, and at any postponement
or adjournment thereof.
This Proxy, when properly executed, will be voted
in the manner directed by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR Proposal 1.
PLEASE VOTE, DATE
AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Your
Vote
Counts!
ROYCE MICRO-CAP
TRUST, INC.
2025 Annual
Meeting
Vote by October
7, 2025
ROYCE ASSOCIATES, LP
ONE MADISON AVENUE
NEW YORK, NY 10010
You
invested in ROYCE MICRO-CAP TRUST, INC. and its time to vote!
You have the right
to vote on proposals being presented at the Annual Meeting.
This is an important notice regarding the availability of proxy material
for the stockholder meeting to be held on October 8, 2025.
Get informed before you vote
View the Proxy Statement online OR
you can receive a free paper or email copy of the material(s) by requesting prior to September 24, 2025. If you would like to request
a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or
(3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject
line. Unless requested, you will not otherwise receive a paper or email copy.
Smartphone
users
Point your
camera here and
Vote in Person at the Meeting*
October 8, 2025
3:30 PM (Eastern Time)
Royce Associates, LP
One Madison Avenue
New York, NY 10010
*Please
check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to
vote these shares.
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being
presented at the
V78844-P37472
STOCKHOLDERS SCHEDULED TO BE HELD
ON OCTOBER 8, 2025
1.
To
elect two Directors to the Funds Board of Directors.
2.
To
transact such other business as may properly come before the Meeting or any postponement
or adjournment thereof.
OF PROXY MATERIALS FOR THE ANNUAL MEETING OF
STOCKHOLDERS SCHEDULED TO BE HELD ON
OCTOBER 8,
2025
AND PROXY CARD FOR THE FUND
ARE AVAILABLE AT
WWW.PROXYVOTE.COM
Julia W. Poston
Name,
Address
*
and
Principal Occupations
During Past Five Years
Positions
With the
Fund
Length
of Time
Served
Current
Term
Expires
Number
of
Portfolios in
Fund
Complex
Overseen
Other
Public
Company
Directorships
60
Class
III Director and President
2014
2026
15
None
Name,
Address
*
and Principal
Occupations During Past Five
Years
**
Positions
With the
Fund
Length
of
Time
Served
Current
Term
Expires
Portfolios in
Overseen
Other
Public
Company
Directorships
76
Class
II Director
2011
2025
15
63
Class
III Director
2017
2026
15
None
62
Class
I Director
2020
2027
15
79
Class
I Director
2011
2027
None
Name,
Address
*
and Principal
Occupations During Past Five
Years
**
Positions
With the
Fund
Length
of
Time
Served
Current
Term
Expires
Portfolios in
Overseen
Other
Public
Company
Directorships
65
Class
I Director
2023
2027
15
Advantage Funds
+++
(since 2022)
67
Class
II Director
2015
2025
15
None
●
Christopher
D. Clark
In addition to his tenure as a Director/Trustee of The Royce Funds,
Mr. Clark serves as Chief Executive Officer, President, Co-Chief Investment Officer,
and a Member of the Board of Managers of Royce, having been employed by Royce since 2007.
Mr. Clark has over 25 years of investment and business experience, including extensive
experience in the financial sector.
●
Patricia
W. Chadwick
In addition to her tenure as a Director/Trustee of The Royce
Funds, Ms. Chadwick is designated as an Audit Committee Financial Expert. Ms. Chadwick
has over 30 years of investment and business experience, including extensive experience
in the financial sector and as a consultant to business and non-profit entities. In addition,
Ms. Chadwick has served on the boards of a variety of public and private companies and
non-profit entities, including currently serving on the board of an investment company
that is not affiliated with Royce or the Fund.
●
Christopher
C. Grisanti
In addition to his tenure as lead independent Director/Trustee
of The Royce Funds, Mr. Grisanti serves as Chief Equity Strategist and Senior Portfolio
Manager at MAI Capital Management LLC, an investment advisory firm. He previously co-founded
and served as Chief Executive Officer of Grisanti Capital Management LLC, an investment
advisory firm. Mr. Grisanti has over 20 years of investment industry experience.
●
Cecile
B. Harper
In addition to her tenure as a Director/Trustee of The Royce Funds,
Ms. Harper has over 25 years of business experience in the asset management sector. In
addition, Ms. Harper has served on the boards of various philanthropic entities.
●
G.
Peter OBrien
In addition to his tenure as a Director/Trustee of The
Royce Funds and of the Legg Mason Family of Funds, Mr. OBrien has served as Chair
of the Boards Nominating Committee in the past, including during 2023, the last
year in which it held meetings. Mr. OBrien has over 35 years of business experience,
including extensive experience in the financial sector. In addition, Mr. OBrien
has served on the boards of public companies and non-profit entities.
●
Julia
W. Poston
In addition to her tenure as an independent Director/Trustee of
The Royce Funds, Ms. Poston serves as Chair of the Boards Audit Committee, acting
as liaison between the Board and the Funds independent registered public accountants,
and is designated as an Audit Committee Financial Expert. Ms. Poston has over 40 years
of business experience, including extensive experience in the financial sector. In addition,
Ms. Poston serves on the boards of various operating companies, investment companies,
and non-profit entities.
●
Michael
K. Shields
In addition to his tenure as a Director/Trustee of The Royce Funds,
Mr. Shields serves as Chairman of the UNC Charlotte Investment Fund Board and has served
as Executive Officer of Piedmont Trust Company, a private North Carolina trust company.
Mr. Shields has over 30 years of investment and business experience, including extensive
experience in the financial sector.
Compensation
From the Fund
Pension
or
Retirement
Benefits
Accrued as
Part of
Fund
Expenses
Estimated
Annual
Benefits
upon
Retirement
From The Royce
Funds Paid to
Directors
From The Fund and
Fund Complex Paid
to Directors
*
$12,250
None
None
$223,500
$223,500
$13,725
None
None
$250,500
$250,500
$12,250
None
None
$223,500
$223,500
$12,250
None
None
$223,500
$724,250
$13,234
None
None
$241,500
$241,500
$12,250
None
None
$223,500
$223,500
Name,
Address
*
and Principal Occupations During Past
Five Years
Age
Office
**
Officer
of
Fund Since
2014
2015
1994
2022
Name
and Address of Owner
Percent
New York, NY 10028
Name
and Address of Beneficial Owner
Ownership as
Percentage
of Beneficial
Ownership as Reported
in Schedule 13G
3,092,401
shares*
6.0%*
May
7, 2025
2,962,788
shares**
6.40%**
January
12, 2024
Equity in the Fund
Aggregate
Dollar Range of
Securities in all Royce Funds
overseen by each Director in the
Royce Family of Funds
Interested
Director:
Christopher
D. Clark
Over
$100,000
Over
$100,000
Non-Interested
Directors:
Patricia
W. Chadwick
None
Over
$100,000
Christopher
C. Grisanti
$10,001-$50,000
Over
$100,000
Cecile
B. Harper
$50,001-$100,000
Over
$100,000
G.
Peter OBrien
$10,001-$50,000
Over
$100,000
Julia
W. Poston
None
Over
$100,000
Michael
K. Shields
$10,001-$50,000
Over
$100,000
Amount
of Beneficial Ownership of Shares of Common Stock
Interested
Director:
Christopher
D. Clark
57,621
Non-Interested
Directors:
Patricia
W. Chadwick
None
Christopher
C. Grisanti
5,000
Cecile
B. Harper
9,000
G.
Peter OBrien
2,360
Julia
W. Poston
None
Michael
K. Shields
1,500
Interested
Officers
**
Francis
D. Gannon
5,539
Peter
K. Hoglund
None
Daniel
A. OByrne
15,475
John
E. Denneen
4,983
John
P. Schwartz
None
I.
Composition
of the Audit Committee
(a)
shall
not be an interested person of the Fund, as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the 1940 Act);
(b)
shall
not accept directly or indirectly any consulting, advisory, or other compensatory fee
from the Fund (other than fees for serving on the Board of Directors/Trustees or any
committee thereof); and
(c)
shall
be financially literate at the time of his or her appointment to the Audit Committee,
as such qualification is interpreted by the Board of Directors/Trustees in its business
judgment, or shall become financially literate within a reasonable period of time after
his or her appointment to the Audit Committee.
(d)
each
Director/Trustee who is a member of the Audit Committee shall satisfy the applicable
independence requirements for any such national securities exchange or national market
quotation system; and
(e)
at
least one Director/Trustee who is a member of the Audit Committee shall have accounting
or related financial management expertise as the Board of Directors/Trustees interprets
such qualification in its business judgment.
II.
Purposes
of the Audit Committee
(1)
assisting
Board oversight of the
(a)
integrity
of the Funds financial statements;
(b)
independent
accountants qualifications and independence; and
(c)
performance
of the Funds independent accountants; and
(2)
preparation,
or overseeing the preparation of, any audit committee report required by rules of the
Securities and Exchange Commission to be included in the Funds proxy statement
for its annual meeting of stockholders.
III.
Responsibilities
and Duties of the Audit Committee
(a)
the
appointment, compensation, retention and oversight of the work of the Funds independent
accountants, including the resolution of disagreements between management and the independent
accountants regarding financial reporting;
(b)
to
(i) select an accounting firm to (1) serve as the Funds independent accountants,
(2) audit the Funds financial statements on an annual basis, and (3) provide an
opinion on an annual basis with respect to the Funds financial statements, and
(ii) recommend that the members of the Board of Directors/Trustees who are not interested
persons of the Fund, as defined in Section 2(a)(19) of the 1940 Act, ratify such
selection;
(c)
to
pre-approve (i) all audit and permissible non-audit services to be provided to the Fund
by the Funds independent accountants and (ii) all permissible non-audit services
to be provided by the Funds independent accountants to the Funds Investment
Adviser or any entity controlling, controlled by, or under common control with the Investment
Adviser (Adviser Affiliate) that provides ongoing services to the Fund,
if the engagement by the Adviser Affiliate relates directly to the operations and financial
reporting of the Fund;
(d)
if
determined to be advisable, to develop policies and procedures for pre-approval of the
engagement of the Funds independent accountants to provide any of the audit or
non-audit services described in Section III(c) above;
(e)
to
consider whether each non-audit service provided by the Funds independent accountants
to the Fund and to the Funds Investment Adviser or any Adviser Affiliate that
provides ongoing services to the Fund is compatible with maintaining the independence
of such independent accountants;
(f)
to
ensure that the Funds independent accountants submit on a periodic basis to the
Audit Committee a formal written statement delineating all relationships between such
independent accountants and the Fund, consistent with Independence Standards Board Standard
No. 1, and to actively engage in a dialogue with, and receive and consider specific representations
from, the Funds independent accountants with respect to any disclosed relationships
or services that may affect the objectivity and independence of such independent accountants;
(g)
to
review the arrangements for annual and special audits and the scope of such audits with
the Funds independent accountants;
(h)
to
meet to review and discuss the Funds audited financial statements and, to the
extent required by applicable law or regulations, the Funds semi-annual financial
statements with Fund management and the Funds independent accountants;
(i)
to
review with the Funds independent accountants any audit problems or difficulties
the accountants may have encountered during or relating to the conduct of the audit,
including any matters required to be discussed pursuant to rules of The Public Company
Accounting Oversight Board and other relevant regulatory and professional organizations,
and managements response;
(j)
to
establish and administer policies and procedures relating to the hiring by the Fund,
its Investment Adviser, or any administrator that is an Adviser Affiliate of employees
or former employees of the Funds independent accountants;
(k)
to
consider information and comments from the Funds independent accountants with
respect to the Funds accounting and financial reporting policies, procedures and
internal control over financial reporting (including the Funds critical accounting
policies and practices) and managements responses to any such comments;
(l)
to
request, receive and/or review from the Funds independent accountants such other
materials as may be deemed necessary or advisable in the discretion of the Committee
in the exercise of its duties under this Charter; such materials may (but are not required
to) include, without limitation, any other material written communications relating to
the Funds financial statements, or internal or disclosure controls, between the
independent accountants and the Fund, the Investment Adviser, the Funds sub-adviser(s),
if any, or other Fund service providers, such as any management letter or schedule of
unadjusted differences;
(m)
at
least annually, to obtain and review a report by the Funds independent accountants describing: (i) such independent accountants
internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer
review, of such independent accountants, or by any inquiry or investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent audits carried out by such firm, and any steps taken to deal with
any such issues; and (iii) all relationships between the Funds independent accountants and the Fund, the Investment Adviser,
Adviser Affiliates and members of management of such entities (to assess the independence of the Funds independent accountants);
(n)
to
establish procedures for: (i) the receipt, retention, and treatment of complaints received
by the Fund regarding accounting, internal accounting controls, or auditing matters;
and (ii) the confidential, anonymous submission of concerns by employees of the Funds
Investment Adviser, manager, administrator, principal underwriter, or any other provider
of accounting related services for the Fund regarding questionable accounting or auditing
matters;
(o)
to
address reports received from attorneys in accordance with procedures adopted by the
Funds Investment Adviser relating to the possible violation of federal or state
law or fiduciary duty;
(p)
to
discuss with Fund management and the Funds independent accountants policies with
respect to risk assessment and risk management;
(q)
with
respect to closed-end funds only
, to discuss with Fund management the Funds
press releases that discuss earnings (if any), as well as financial information or earnings
guidance provided to analysts and ratings agencies (this may be done generally,
e.g
.,
the type of information to be disclosed and the type of presentation to be made); and
(r)
to
perform such other functions and to have such other powers consistent with this Charter,
the Funds Articles of Incorporation or Declaration of Trust, as amended and supplemented,
the Funds By-laws, as amended, and applicable law, as the Audit Committee or the
Board deems necessary or appropriate.
IV.
Meetings
V.
Assistance
from Fund Management; Authority to Engage Advisers; Funding
VI.
Annual
Performance Evaluation
VII.
Reporting
VIII.
Amendments
-
the
contribution which the person can make to the Board, with consideration being given to the persons business and professional
experience, education and such other factors as the Committee may consider relevant;
-
the
character and integrity of the person;
-
whether
or not the person is an interested person as defined in the 1940 Act and whether the person is otherwise qualified
under applicable laws and regulations to serve as a Director or Independent Director of the Fund;
-
whether
or not the person has any relationships that might impair his independence, such as any business, financial or family relationships
with Fund management, the investment adviser of the Fund, Fund service providers or their affiliates;
-
whether
or not the person is financially literate pursuant to the applicable Exchanges audit committee membership standards;
-
whether
or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related
investment company complexes;
-
whether
or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties
of a Director of the Fund;
-
whether
or not the selection and nomination of the person would be consistent with the requirements of the Funds retirement policies.
ONE MADISON AVENUE
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Follow the instructions provided on the website.
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2)
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V78835-P37472
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For
Withhold
For All
To withhold authority to vote for any individual nominee(s), mark For All Except and write the name(s) of the nominee(s) on the line below.
The Board of Directors of the Fund
recommends a vote FOR the proposal.
All
All
Except
1.
☐
☐
☐
01) Patricia W. Chadwick
02) Michael K. Shields
2. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
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Date
Signature [Joint Owners]
Date
PROXY CARD
PROXY
ROYCE MICRO-CAP TRUST, INC.
PROXY
This Proxy is Solicited on Behalf of the Board of Directors of Royce Micro-Cap Trust, Inc.
11:59 PM ET
V78843-P37472
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the reverse side to vote these important matters.
Voting Items
Board
Recommends
1.
TO ELECT THE DIRECTOR NOMINEES OF ROYCE MICRO-CAP TRUST, INC.
01)
Patricia W. Chadwick
For
02)
Michael K. Shields
2.
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
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