UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANYInvestment Company Act File Number: 811-08030
Name of Fund: Royce Micro-Cap Trust, Inc. Fund Address: 745 Fifth Avenue New York, NY 10151Name and address of agent for service:
John E. Denneen, Esq.
Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151Registrants telephone number, including area code: (212) 508-4500
Date of fiscal year end: 12/31/2015
Date of reporting period: 9/30/2015
Item 1 - Schedule of Investments
SCHEDULE OF INVESTMENTS ROYCE MICRO-CAP TRUST SEPTEMBER 30, 2015 (UNAUDITED)
SHARES VALUE COMMON STOCKS 104.8% Consumer Discretionary 15.4% Auto Components - 2.6%Drew Industries 1,2
38,400 $ 2,097,024Fuel Systems Solutions 3
152,000 734,160Global & Yuasa Battery
50,500 1,739,388Motorcar Parts of America 3
50,000 1,567,000Standard Motor Products
61,853 2,157,433 8,295,005 Distributors - 0.8%Core-Mark Holding Company
16,800 1,099,560Weyco Group
59,600 1,611,584 2,711,144 Diversified Consumer Services - 1.8%American Public Education 3
73,200 1,716,540Capella Education
1,300 64,376Collectors Universe
90,500 1,364,740Liberty Tax Cl. A 2
108,264 2,521,469Lincoln Educational Services 3
266,700 136,017 5,803,142 Hotels, Restaurants & Leisure - 0.0%Nathans Famous
2,100 79,842 Household Durables - 2.6%Cavco Industries 3
21,691 1,476,940Ethan Allen Interiors 2
69,700 1,840,777Flexsteel Industries 2
24,400 762,500iRobot Corporation 1,2,3
15,000 437,100Lifetime Brands 1,2
130,794 1,828,500Skyline Corporation 3
183,400 528,192Stanley Furniture 3
93,468 275,731Universal Electronics 3
30,300 1,273,509 8,423,249 Internet & Catalog Retail - 1.2%Blue Nile 1,2,3
66,300 2,223,702FTD Companies 3
48,700 1,451,260 3,674,962 Leisure Products - 1.4%Arctic Cat
11,500 255,070LeapFrog Enterprises Cl. A 2,3
446,000 318,221Nautilus 3
192,500 2,887,500Smith & Wesson Holding Corporation 2,3
53,600 904,232Sturm, Ruger & Co.
1,100 64,559 4,429,582 Media - 1.3%Rentrak Corporation 3
24,800 1,340,936Sizmek 3
5,800 34,742Value Line
169,000 2,617,810 3,993,488 Specialty Retail - 1.7%Aeropostale 3
165,000 102,300Americas Car-Mart 1,2,3
18,100 598,929Destination Maternity
190,600 1,757,332Kirklands
7,900 170,166Le Chateau Cl. A 3
685,000 189,921Lewis Group
57,000 255,382MarineMax 3
2,800 39,564Shoe Carnival 2
31,628 752,746Stage Stores 2
25,000 246,000Systemax 1,2,3
74,000 554,260TravelCenters of America LLC 3
2,900 29,957West Marine 3
86,000 755,080 5,451,637 Textiles, Apparel & Luxury Goods - 2.0%Crown Crafts
159,359 1,308,337Culp
32,900 1,055,103J.G. Boswell Company 4
2,490 1,630,950Movado Group 2
44,374 1,146,180YGM Trading
1,422,000 1,287,657 6,428,227 Total 49,290,278 Consumer Staples 2.8% Beverages - 0.2%Crimson Wine Group 3,4
58,124 525,441 Food Products - 2.6%Binggrae
18,078 1,147,397Farmer Bros. 2,3
47,200 1,286,200John B. Sanfilippo & Son
21,700 1,112,342Landec Corporation 3
75,610 882,369Limoneira Company
6,400 107,072Seneca Foods Cl. A 3
51,400 1,354,390Seneca Foods Cl. B 3
42,500 1,360,000SunOpta 3
168,281 817,846Waterloo Investment Holdings 3,5
806,207 306,358 8,373,974 Total 8,899,415 Energy 2.1% Energy Equipment & Services - 0.9%Canadian Energy Services & Technology
25,000 115,586Dawson Geophysical 3
93,654 356,822Geospace Technologies 1,2,3
9,500 131,195Gulf Island Fabrication
103,216 1,086,865Matrix Service 2,3
25,300 568,491North American Energy Partners
50,000 109,000Pioneer Energy Services 1,2,3
57,500 120,750Tesco Corporation 2
58,000 414,120 2,902,829 Oil, Gas & Consumable Fuels - 1.2%Ardmore Shipping
15,500 187,240Dorchester Minerals L.P.
94,127 1,361,076Permian Basin Royalty Trust
266,333 1,627,295Resolute Energy 1,2,3
102,100 39,615StealthGas 3
132,203 593,591 3,808,817 Total 6,711,646 Financials 20.0% Banks - 2.3%Bank of N.T. Butterfield & Son
438,100 775,437BCB Holdings 3
543,900 45,253Blue Hills Bancorp
50,000 692,500Bryn Mawr Bank
25,000 776,750Chemung Financial 2
31,000 883,500Fauquier Bankshares 2
140,200 2,164,688First Bancorp (The)
40,200 767,820Peapack-Gladstone Financial
53,606 1,134,839 7,240,787 Capital Markets - 10.5%ASA Gold and Precious Metals
206,150 1,612,093BHF Kleinwort Benson Group 3
230,000 1,372,606Cowen Group 3
100,000 456,000Diamond Hill Investment Group 1,2
17,479 3,251,793Dundee Corporation Cl. A 3
220,000 1,421,057Equity Trustees
43,150 690,761FBR & Co.
51,684 1,055,387Fiera Capital Cl. A
78,000 696,710Fifth Street Asset Management Cl. A
269,503 2,013,187INTL FCStone 1,2,3
41,727 1,030,240JZ Capital Partners
253,999 1,552,388Medley Management Cl. A
163,400 1,081,708MVC Capital 1,2
387,400 3,180,554Newtek Business Services
58,500 961,155OHA Investment
230,820 976,369Queen City Investments 3,4
948 1,327,200Silvercrest Asset Management
Group Cl. A
228,600 2,471,166Sprott
1,268,333 2,252,491U.S. Global Investors Cl. A
676,254 1,169,919Urbana Corporation
237,600 357,869Westwood Holdings Group 2
34,700 1,885,945ZAIS Group Holdings Cl. A 1,2,3
292,160 2,752,147 33,568,745 Consumer Finance - 0.6%EZCORP Cl. A 1,2,3
201,000 1,240,170J.G. Wentworth Company Cl. A 3
160,000 788,800 2,028,970 Diversified Financial Services - 0.6%Banca Finnat Euramerica
1,310,000 724,756GAIN Capital Holdings
25,000 182,000PICO Holdings 1,2,3
45,700 442,376Warsaw Stock Exchange
52,900 531,364 1,880,496 Insurance - 2.9%eHealth 1,2,3
100,000 1,281,000Hallmark Financial Services 3
114,000 1,309,860Independence Holding Company
105,380 1,365,725National Western Life Insurance Cl. A 1,2
7,033 1,566,249State Auto Financial 1,2
97,264 2,218,592United Fire Group 2
38,603 1,353,035 9,094,461 Real Estate Investment Trusts (REITs) - 0.5%BRT Realty Trust 3
230,331 1,633,047 Real Estate Management & Development - 2.6%AV Homes 3
75,300 1,018,056Forestar Group 1,2,3
53,000 696,950FRP Holdings 1,2,3
88,381 2,663,803Griffin Industrial Realty
47,746 1,180,759Hopefluent Group Holdings
1,400,000 362,395Marcus & Millichap 3
1,800 82,782Tejon Ranch 1,2,3
112,162 2,446,253Tejon Ranch (Warrants) 3
13,146 2,103 8,453,101 Total 63,899,607 Health Care 11.8% Biotechnology - 1.8%Aquinox Pharmaceuticals 3
18,622 262,011ARIAD Pharmaceuticals 1,2,3
114,102 666,356Celsion Corporation 3
115,555 192,977ChemoCentryx 3
55,000 332,750Fortress Biotech 3
147,400 383,240Sangamo BioSciences 3
137,048 772,951Zealand Pharma 3
141,100 3,109,565 5,719,850 Health Care Equipment & Supplies - 4.6%Allied Healthcare Products 3
21,471 24,692Analogic Corporation
17,200 1,411,088AngioDynamics 2,3
42,163 556,130Atrion Corporation 2
9,994 3,747,350Cerus Corporation 1,2,3
140,000 635,600Cynosure Cl. A 3
1,500 45,060Derma Sciences 3
74,958 353,052Exactech 1,2,3
137,200 2,391,396Inogen 3
5,400 262,170Invacare Corporation 2
44,300 641,021STRATEC Biomedical
14,000 814,153Symmetry Surgical 3
2,975 26,478Syneron Medical 3
69,200 494,780TearLab Corporation 3
100,000 201,000Trinity Biotech ADR Cl. A
81,600 933,504Utah Medical Products
38,100 2,052,447 14,589,921 Health Care Providers & Services - 3.7%Aceto Corporation 2
93,519 2,567,096Addus HomeCare 3
44,400 1,383,060CorVel Corporation 1,2,3
40,000 1,292,000Cross Country Healthcare 3
216,600 2,947,926Landauer
32,343 1,196,368National Research Cl. A
40,033 477,994PharMerica Corporation 1,2,3
40,000 1,138,800Psychemedics Corporation
37,500 377,625U.S. Physical Therapy
12,600 565,614 11,946,483 Health Care Technology - 0.6%Computer Programs and Systems 2
24,000 1,011,120HealthStream 3
24,227 528,391Vocera Communications 3
33,100 377,671 1,917,182 Pharmaceuticals - 1.1%Agile Therapeutics 1,2,3
80,000 539,200Lipocine 3
90,467 1,070,224Repros Therapeutics 3
129,000 958,470Theravance Biopharma 3
83,509 917,764 3,485,658 Total 37,659,094 Industrials 17.3% Aerospace & Defense - 0.6%Breeze-Eastern Corporation 3
24,233 338,777CPI Aerostructures 3
15,700 138,317FLYHT Aerospace Solutions 3
800,200 113,929Innovative Solutions and Support 3
142,828 387,064Kratos Defense & Security Solutions 3
72,324 305,207SIFCO Industries
45,800 506,548 1,789,842 Air Freight & Logistics - 0.2%Frontier Services Group 3
4,229,086 762,292 Building Products - 1.8%AAON 1,2
30,300 587,214Apogee Enterprises
31,900 1,424,335Burnham Holdings Cl. A 4
117,000 2,029,950Insteel Industries
60,500 972,840Patrick Industries 3
16,900 667,381 5,681,720 Commercial Services & Supplies - 1.3%CompX International Cl. A
107,500 1,181,425Heritage-Crystal Clean 1,2,3
235,077 2,414,241Team 2,3
17,500 562,100 4,157,766 Construction & Engineering - 3.6%Ameresco Cl. A 3
295,700 1,738,716Integrated Electrical Services 3
570,682 4,405,665Layne Christensen 1,2,3
50,000 325,000MYR Group 1,2,3
96,800 2,536,160Northwest Pipe 3
98,100 1,281,186Orbit Garant Drilling 3
1,512,500 1,020,045 11,306,772 Electrical Equipment - 1.0%Encore Wire 2
18,400 601,128Global Power Equipment Group
55,649 204,232LSI Industries
99,012 835,661Orion Energy Systems 3
100,000 180,000Powell Industries
28,400 854,840Preformed Line Products
17,243 640,578 3,316,439 Industrial Conglomerates - 0.6%Raven Industries 2
103,400 1,752,630 Machinery - 4.3%ARC Group Worldwide 2,3
39,250 70,650CIRCOR International 2
1,100 44,132Columbus McKinnon
5,300 96,248Douglas Dynamics
50,000 993,000Eastern Company (The)
39,750 643,950Foster (L.B.) Company 2
46,400 569,792Graham Corporation 1,2
86,150 1,520,548Hurco Companies
57,266 1,502,660Kadant
34,300 1,338,043Luxfer Holdings ADR
27,812 300,091NN
113,900 2,107,150Pfeiffer Vacuum Technology
21,000 2,419,989Sun Hydraulics
8,200 225,254Tennant Company 1,2
33,500 1,882,030Twin Disc
7,000 86,870 13,800,407 Marine - 0.1%Clarkson
13,000 401,293 Professional Services - 2.1%Acacia Research 2
116,300 1,056,004CBIZ 3
47,000 461,540Franklin Covey 2,3
68,400 1,098,504Heidrick & Struggles International
73,468 1,428,953Kforce 2
3,200 84,096Mistras Group 3
4,100 52,685Navigant Consulting 3
5,100 81,141Resources Connection
60,160 906,611RPX Corporation 3
104,900 1,439,228 6,608,762 Road & Rail - 0.8%Marten Transport
3,300 53,361Patriot Transportation Holding 1,2,3
29,460 708,513Universal Truckload Services 1,2
120,800 1,880,856 2,642,730 Trading Companies & Distributors - 0.7%Houston Wire & Cable
162,075 1,027,555Lawson Products 3
47,769 1,034,199MFC Industrial 3
70,000 200,200 2,261,954 Transportation Infrastructure - 0.2%Touax
53,197 745,048 Total 55,227,655 Information Technology 24.3% Communications Equipment - 1.3%Alliance Fiber Optic Products
48,900 835,701Applied Optoelectronics 1,2,3
7,500 140,850Bel Fuse Cl. A
67,705 1,116,455CalAmp Corporation 3
5,500 88,495Ceragon Networks 3
29,700 46,332ClearOne
25,000 294,500Extreme Networks 3
320,000 1,075,200KVH Industries 3
8,900 89,000Oclaro 3
27,900 64,170PCTEL
44,100 265,041Sandvine Corporation 3
22,700 39,464 4,055,208 Electronic Equipment, Instruments & Components - 8.7%Agilysys 3
170,587 1,896,927Deswell Industries
544,371 832,888DTS 3
73,500 1,962,450Fabrinet 3
2,200 40,326FARO Technologies 1,2,3
60,000 2,100,000HollySys Automation Technologies
80,200 1,401,896Inficon Holding
3,600 1,006,444LRAD Corporation 3
523,056 873,503Mercury Systems 3
47,500 755,725Mesa Laboratories 1,2
32,689 3,641,555Newport Corporation 1,2,3
204,423 2,810,816Orbotech 1,2,3
127,800 1,974,510PC Connection
43,716 906,233Perceptron 3
8,500 64,515Richardson Electronics
330,900 1,949,001Rofin-Sinar Technologies 3
71,100 1,843,623Rogers Corporation 1,2,3
14,700 781,746TTM Technologies 1,2,3
179,400 1,117,662Vishay Precision Group 3
158,000 1,831,220 27,791,040 Internet Software & Services - 4.1%Care.com 1,2,3
390,854 2,008,989Marchex Cl. B
95,000 382,850QuinStreet 3
372,400 2,066,820Qumu Corporation 3
161,800 634,256RealNetworks 3
244,000 997,960Reis
25,000 566,250SciQuest 3
108,000 1,080,000Stamps.com 3
10,800 799,308Support.com 3
1,357,663 1,520,583Textura Corporation 1,2,3
76,200 1,969,008United Online 3
112,700 1,127,000 13,153,024 IT Services - 2.0%Cass Information Systems 2
29,150 1,432,140Computer Task Group 2
280,133 1,734,023Hackett Group (The)
153,000 2,103,750Innodata 3
437,275 1,018,851Sykes Enterprises 3
4,200 107,100 6,395,864 Semiconductors & Semiconductor Equipment - 3.7%Amtech Systems 3
140,600 604,580Brooks Automation 1,2
131,200 1,536,352Cascade Microtech 3
105,200 1,487,528Exar Corporation 3
121,208 721,187Intermolecular 3
260,000 491,400IXYS Corporation
18,800 209,808Kulicke & Soffa Industries 3
88,000 807,840MoSys 1,2,3
402,275 599,390Nanometrics 3
50,800 616,712Nova Measuring Instruments 3
102,600 987,012Photronics 3
243,500 2,206,110Silicon Motion Technology ADR
32,700 893,037Ultra Clean Holdings 3
57,000 327,180Xcerra Corporation 3
26,200 164,536 11,652,672 Software - 3.4%American Software Cl. A
122,752 1,156,324BSQUARE Corporation 3
98,675 652,242Computer Modelling Group
276,500 2,347,504ePlus 3
17,199 1,359,925Gigamon 3
3,600 72,036Model N 3
65,000 650,650PSI 3
34,000 456,020Rubicon Project 3
60,500 879,065SeaChange International 3
274,000 1,726,200TiVo 3
122,600 1,061,716VASCO Data Security International 3
22,200 378,288 10,739,970 Technology Hardware, Storage & Peripherals - 1.1%Avid Technology 3
7,600 60,496Intevac 3
251,700 1,157,820Kortek
135,007 1,631,706Kortek (Rights) 3,5
27,870 76,417TransAct Technologies
78,600 716,046 3,642,485 Total 77,430,263 Materials 6.1% Chemicals - 1.4%Balchem Corporation 1,2
11,775 715,567Chase Corporation
3 118FutureFuel Corporation
102,000 1,007,760Hawkins 2
19,866 764,841Quaker Chemical 2
27,400 2,111,992 4,600,278 Construction Materials - 0.7%Ash Grove Cement 4
8,000 1,608,000Monarch Cement 4
16,303 489,253 2,097,253 Containers & Packaging - 0.5%UFP Technologies 3
70,736 1,616,317 Metals & Mining - 3.5%Alamos Gold Cl. A
46,044 170,444Ampco-Pittsburgh
91,820 1,001,756Central Steel & Wire 4
788 489,348Comstock Mining 3
615,000 381,300Exeter Resource 3
246,500 78,880Haynes International 2
49,901 1,888,254Hecla Mining
44,518 87,701Horsehead Holding Corporation 1,2,3
11,900 36,176Imdex 3
602,290 78,323MAG Silver 3
96,050 683,876Major Drilling Group International
686,857 2,290,381Materion Corporation
50,000 1,501,000Olympic Steel
100,000 995,000Pretium Resources 3
90,000 544,923Universal Stainless & Alloy Products 3
73,600 778,688Victoria Gold 3
550,000 53,578 11,059,628 Total 19,373,476 Telecommunication Services 0.1% Diversified Telecommunication Services - 0.1%ORBCOMM 3
45,800 255,564 Total 255,564 Utilities 0.3% Gas Utilities - 0.1%Shizuoka Gas
40,000 260,756 Independent Power & Renewable Electricity Producer - 0.0%Alterra Power 3
450,000 141,626 Water Utilities - 0.2%GWR Global Water Resources
106,000 523,447 Total 925,829 Miscellaneous 6 4.6% Total 14,739,998 TOTAL COMMON STOCKS(Cost $345,860,806)
334,412,825 PREFERRED STOCK 0.4%Seneca Foods Conv. 3,4
(Cost $578,719)
45,409 1,150,664 REPURCHASE AGREEMENT 12.4% Fixed Income Clearing Corporation,0.00% dated 9/30/15, due 10/1/15,
maturity value $39,758,000 (collateralized
by obligations of various U.S. Government
Agencies, 2.00% due 10/31/21, valued at
$40,557,400)
(Cost $39,758,000)
39,758,000 TOTAL INVESTMENTS 117.6%(Cost $386,197,525)
375,321,489 LIABILITIES LESS CASHAND OTHER ASSETS (17.6)%
(56,126,531 ) NET ASSETS 100.0% $ 319,194,958
1At September 30, 2015, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $57,855,248.2All or a portion of these securities were pledged as collateral in connection with the revolving credit agreement at September 30, 2015. Total market value of pledged securities at September 30, 2015, was $94,445,690.3Non-income producing.4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities.5Securities for which market quotations are not readily available represent 0.1% of net assets. These securities have been valued at their fair value under procedures approved by the Funds Board of Directors. These securities are defined as Level 3 securities due to the use of significant unobservable inputs in the determination of fair value.6Includes securities first acquired in 2015 and less than 1% of net assets.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $387,104,512. At September 30, 2015, net unrealized depreciation for all securities was $11,783,023, consisting of aggregate gross unrealized appreciation of $64,114,285 and aggregate gross unrealized depreciation of $75,897,308. The primary difference between book and tax basis cost is the timing of the recognition of losses on securities sold.
Valuation of Investments:Investment transactions are accounted for on the trade date. Securities are valued as of the close of trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern time) on the valuation date. Securities that trade on an exchange, and securities traded on Nasdaqs Electronic Bulletin Board, are valued at their last reported sales price or Nasdaq official closing price taken from the primary market in which each security trades or, if no sale is reported for such day, at their highest bid price. Other over-the-counter securities for which market quotations are readily available are valued at their highest bid price, except in the case of some bonds and other fixed income securities which may be valued by reference to other securities with comparable ratings, interest rates and maturities, using established independent pricing services. The Fund values its non-U.S. dollar denominated securities in U.S. dollars daily at the prevailing foreign currency exchange rates as quoted by a major bank. Securities for which market quotations are not readily available are valued at their fair value in accordance with the provisions of the 1940 Act, under procedures approved by the Funds Board of Directors, and are reported as Level 3 securities. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. In addition, if, between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. The Fund uses an independent pricing service to provide fair value estimates for relevant non-U.S. equity securities on days when the U.S. market volatility exceeds a certain threshold. This pricing service uses proprietary correlations it has developed between the movement of prices of non-U.S. equity securities and indices of U.S.- traded securities, futures contracts and other indications to estimate the fair value of relevant non-U.S. securities. When fair value pricing is employed, the prices of securities used by the Fund may differ from quoted or published prices for the same security. Investments in money market funds are valued at net asset value per share.Various inputs are used in determining the value of the Funds investments, as noted above. These inputs are summarized in the three broad levels below:Level 1 quoted prices in active markets for identical securities.Level 2 other significant observable inputs (including quoted prices for similar securities, foreign securities that may be fair valued and repurchase agreements). The table below includes all Level 2 securities. Level 2 securities with values based on quoted prices for similar securities are noted in the Schedule of Investments.Level 3 significant unobservable inputs (including last trade price before trading was suspended, or at a discount thereto for lack of marketability or otherwise, market price information regarding other securities, information received from the company and/or published documents, including SEC filings and financial statements, or other publicly available information).The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.The following is a summary of the inputs used to value the Funds investments as of September 30, 2015. For a detailed breakout of common stocks by sector classification, please refer to the Schedule of Investments.
Level 1 Level 2 Level 3 Total Common Stocks $304,542,859 $29,487,191 $382,775 $334,412,825 Preferred Stocks 1,150,664 1,150,664 Cash Equivalents 39,758,000 39,758,000 Level 3 Reconciliation: Realized and Unrealized Balance as of 12/31/14 Sales Gain (Loss) Balance as of 9/30/15 Common Stocks $325,702 $1 $57,074 $382,775
Repurchase Agreements:The Fund may enter into repurchase agreements with institutions that the Funds investment adviser has determined are creditworthy. The Fund restricts repurchase agreements to maturities of no more than seven days. Securities pledged as collateral for repurchase agreements, which are held until maturity of the repurchase agreements, are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). Repurchase agreements could involve certain risks in the event of default or insolvency of the counter-party, including possible delays or restrictions upon the ability of the Fund to dispose of its underlying securities.Borrowings:The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). As of September 30, 2015, the Fund has outstanding borrowings of $60,000,000. During the period ended September 30, 2015, the Fund borrowed an average daily balance of $60,000,000. The Fund pays a commitment fee of 0.50% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day rolling term that resets daily; however, if the Fund exceeds certain net asset value triggers, the credit agreement may convert to a 60-day rolling term that resets daily. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive payments in lieu of dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund is compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security is not returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund receives a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.
Other information regarding the Fund is available in the Funds most recent Report to Stockholders. This information is available through The Royce Funds (www.roycefunds.com) and on the Securities and Exchange Commissions website (www.sec.gov).
Item 2 - Controls and Procedures
(a) The Registrants principal executive and principal financial officers have concluded, based on their evaluation of the Registrants disclosure controls and procedures as of a date within 90 days of the filing date of this report (as required by Rule 30a-3(b) under the Investment Company Act of 1940 (the Act)), that the Registrants disclosure controls and procedures (as defined by Rule 30a-3(c) under the Act) are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-Q is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-Q is accumulated and communicated to the Registrants management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.(b) There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the Registrants last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.
Item 3 - Exhibits
Certifications pursuant to Rule 30a-2(a) under the Act are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Royce Micro-Cap Trust, Inc.
/s/ Christopher D. Clark Christopher D. Clark President, Royce Micro-Cap Trust, Inc. Date: November 20, 2015
By:Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ Christopher D. Clark Christopher D. Clark President, Royce Micro-Cap Trust, Inc. Date: November 20, 2015 By: /s/ Peter K. Hoglund Peter K. Hoglund Treasurer, Royce Micro-Cap Trust, Inc. Date: November 20, 2015