Edgar Filing: ROYCE MICRO CAP TRUST INC /MD/

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

ROYCE MICRO-CAP TRUST, INC.
---------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date filed:

ROYCE MICRO-CAP TRUST, INC.

1414 AVENUE OF THE AMERICAS
NEW YORK, NY 10019

------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

------------------

TO BE HELD ON SEPTEMBER 28, 2006

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, 1414 Avenue of the Americas, New York, New York 10019 on
Thursday, September 28, 2006, at 11:30 a.m. (Eastern time), for the following
purposes:

1. To elect four Directors to the Fund's Board:

(i) two Directors to be elected by the holders of the Fund's Common
Stock and its 6.00% Cumulative Preferred Stock (the "Preferred
Stock"), voting together as a single class, and

(ii) two Directors to be elected only by the holders of the Fund's
Preferred Stock voting as a separate class; and

2. To transact such other business as may properly come before the Meeting
or any adjournment thereof.

The Board of Directors of the Fund has set the close of business on August
18, 2006 as the record date for determining those stockholders entitled to vote
at the Meeting or any 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. IF YOU HAVE BEEN PROVIDED WITH
THE OPPORTUNITY ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM TO PROVIDE VOTING
INSTRUCTIONS VIA TELEPHONE OR THE INTERNET, PLEASE TAKE ADVANTAGE OF THESE
PROMPT AND EFFICIENT VOTING OPTIONS. The accompanying Proxy is solicited on
behalf of the Board of Directors, 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 25, 2006

PROXY STATEMENT

ROYCE MICRO-CAP TRUST, INC.
1414 AVENUE OF THE AMERICAS
NEW YORK, NY 10019

ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 28, 2006

INTRODUCTION

The enclosed Proxy is solicited on behalf of the Board of Directors 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, 1414 Avenue of the
Americas, New York, New York 10019, on Thursday, September 28, 2006, at 11:30
a.m. (Eastern time) and at any adjournments thereof. The approximate mailing
date of this Proxy Statement is August 25, 2006.

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 Fund's 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 Fund's
shares. Some officers and employees of the Fund and/or Royce & Associates, LLC,
the Fund's investment adviser, may solicit proxies personally and by telephone,
if deemed desirable. Shareholders vote at the Meeting by casting ballots (in
person or by proxy) which are tabulated by one or two persons, appointed by the
Board of Directors before the Meeting, who serve as Inspectors and Judges of
Voting at the Meeting and who have executed an Inspectors and Judges Oath.

The Board of Directors of the Fund has set the close of business on August
18, 2006 as the record date (the "Record Date") for determining those
stockholders entitled to vote at the Meeting or any 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 and 6.00% Cumulative Preferred Stock (the
"Preferred Stock" and, together with the Common Stock, "Stock" or "shares") held
(proportional voting rights for fractional shares held), with no shares having
cumulative voting rights.

As of the Record Date, there were 22,456,524 shares of Common Stock and
2,400,000 shares of Preferred Stock of the Fund 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 or Preferred Stock as of the
Record Date:

CLASS/SERIES AMOUNT AND PERCENT OF
NAME AND ADDRESS OF OWNER OF STOCK NATURE OF OWNERSHIP CLASS/SERIES
------------------------- -------- ------------------- ------------

Charles M. Royce Common 1,246,877 shares-- 5.6%
c/o Royce & Associates, LLC Beneficial* (sole
1414 Avenue of the Americas voting and
New York, NY 10019 investment power)

Cede & Co.** Common 21,789,876 shares-- 97.0%
Depository Trust Company Record**
P.O. Box #20 6.00% Preferred 2,400,000 shares-- 100%
Bowling Green Station Record**
New York, NY 10028
----------------

* Includes 100,000 shares held by Royce Family Fund Inc., a charitable
foundation established by Mr. Royce and members of his family.

** Shares held by brokerage firms, banks and other financial intermediaries on
behalf of beneficial owners are registered in the name of Cede & Co.

The Board of Directors knows of no business other than that stated in
Proposal 1 of the Notice of Meeting that will be presented for consideration at
the Meeting. If any other matter is properly presented at the Meeting or any
adjournment thereof, it is the intention of the persons named on the enclosed
proxy card to vote in accordance with their best judgment.

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

--------------------------------------------------------------------------------
PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS
--------------------------------------------------------------------------------
ELECTION OF Common and Preferred Preferred
DIRECTORS Stockholders, voting Stockholders, voting
together as a single as a separate class,
class, elect two elect two additional
Directors Directors

--------------------------------------------------------------------------------

PROPOSAL 1: ELECTION OF DIRECTORS

At the Meeting, four members of the Board of Directors of the Fund will be
elected. The holders of both Common Stock and Preferred Stock, voting together
as a single class, are entitled to elect seven directors. These seven directors
are divided into three classes, each class having a term of three years. Each
year the term of office of one class will expire. Charles M. Royce and G. Peter
O'Brien

have each been nominated by the Board of Directors for a three-year term to
expire at the Fund's 2009 Annual Meeting of Stockholders or until their
successors are duly elected and qualified. The classes of Directors are
indicated below:

CLASS I DIRECTOR NOMINEES TO SERVE UNTIL 2009 ANNUAL MEETING
------------------------------------------------------------
OF STOCKHOLDERS
---------------
Charles M. Royce
G. Peter O'Brien

CLASS III DIRECTORS SERVING UNTIL 2008 ANNUAL MEETING OF
--------------------------------------------------------
STOCKHOLDERS
------------
Donald R. Dwight
Stephen L. Isaacs

CLASS II DIRECTORS SERVING UNTIL 2007 ANNUAL MEETING OF
-------------------------------------------------------
STOCKHOLDERS
------------
Mark R. Fetting
Richard M. Galkin
Arthur S. Mehlman

The holders of Preferred Stock, voting as a separate class, are entitled to
elect two directors to serve until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified or until their earlier
resignation or removal. The Board of Directors has nominated the following two
persons to continue as Directors of the Fund, to be elected by holders of the
Preferred Stock: William L. Koke and David L. Meister.

Each of these persons has agreed to serve if elected, and the Fund's
management has no reason to believe that any of them will be unavailable for
service as a Director. However, if any of them become 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 of Directors may nominate.

Certain biographical and other information concerning the existing
Directors and the nominees who are "interested persons" as defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act"), of
the Fund, including their designated classes, is set forth below.

NUMBER OF
PORTFOLIOS OTHER
NAME, ADDRESS* AND POSITIONS LENGTH CURRENT IN FUND PUBLIC
PRINCIPAL OCCUPATIONS WITH OF TIME TERM ELECTED COMPLEX COMPANY
DURING PAST FIVE YEARS** AGE THE FUND SERVED EXPIRES BY OVERSEEN DIRECTORSHIPS
---------------------- --- -------- ------- -------- -- -------- -------------

Charles M. Royce*** 66 Class I 1986 2006 Common 23 Director of
President, Chief Director and Technology
Investment Officer and and Preferred Investment
Member of Board of President+ Capital
Managers of Royce & Corp.
Associates, LLC and
its predecessor, Royce
& Associates, Inc.
(collectively, "R&A"),
the Fund's investment
adviser; Director and
President of the Fund,
Royce Value Trust,
Inc. ("RVT") and Royce
Focus Trust, Inc.
("RFT"), closed-end
diversified management
investment companies
of which R&A is the
investment adviser;
Trustee, and President
of The Royce Fund
("TRF") and Royce
Capital Fund ("RCF"),
open-end diversified
management investment
companies of which R&A
is the investment
adviser (the Fund,
RVT, RFT, TRF and RCF
collectively, "The
Royce Funds");
Secretary and sole
director of Royce Fund
Services, Inc.
("RFS"), a
wholly-owned
subsidiary of R&A; and
managing general
partner of Royce
Management Company
("RMC"), the general
partner of various
private investment
limited partnerships
(until October 2001).

Mark R. Fetting*** 51 Class II 2001 2007 Common 43 None
Senior Executive Vice Director and (Director/
President of Legg Preferred Trustee
Mason, Inc. ("Legg of all
Mason"); Member of Royce
Board of Managers of Funds
R&A; and Division consisting
President and Senior of 23
Officer, Prudential portfolios;
Financial Group, Inc. Director/
and related Trustee
companies, including of the
Fund Boards and Legg
consulting services Mason
to subsidiary Funds
companies (from 1991 consisting
to 2000). Mr. Fetting's of 20
prior business portfolios)
experience includes
having served as
Partner, Greenwich
Associates, and Vice
President, T. Rowe
Price Group, Inc.

----------------

* Mr. Royce's address is c/o Royce & Associates, LLC, 1414 Avenue of the
Americas, New York, New York 10019. Mr. Fetting's address is c/o Legg Mason,
Inc., 100 Light Street, Baltimore, Maryland 21202.
** Each of the existing Directors or nominees is also a director/trustee of
certain other investment companies for which R&A acts as an investment
adviser.
*** "Interested person," as defined in the Investment Company Act, of the Fund.

+ Elected by and serves at the pleasure of the Board of Directors.

INTERESTED PERSONS

Messrs. Royce and Fetting are "interested persons" of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act due to the positions
they hold with R&A and its affiliate Legg Mason, respectively, and their stock
ownership in Legg Mason. There are no family relationships between any of the
Fund's Directors and officers.

Certain biographical and other information concerning the existing
Directors and nominees who are not "interested persons," as defined in the
Investment Company Act, of the Fund, including their designated classes, is set
forth below.

Donald R. Dwight 75 Class 1998 2008 Common 23 None
President of Dwight III and
Partners, Inc., Director Preferred
corporate communications
consultants; Chairman
(from 1982 until March
1998) and Chairman
Emeritus (since March
1998) of Newspapers of New
England, Inc. Mr. Dwight's
prior experience includes
having served as
Lieutenant Governor of the
Commonwealth of
Massachusetts, President
and Publisher of
Minneapolis Star and
Tribune Company, and as
Trustee of the registered
investment companies
constituting the Eaton
Vance Funds.

Richard M. Galkin 68 Class 1986 2007 Common 23 None
Private investor. II and
Mr. Galkin's prior Director Preferred
business experience
includes having served as
President of Richard M.
Galkin Associates, Inc.,
telecommunications
consultants, President of
Manhattan Cable Television
(a subsidiary of Time
Inc.), President of
Haverhills Inc. (another
Time Inc. subsidiary),
President of Rhode Island
Cable Television and
Senior Vice President of
Satellite Television Corp.
(a subsidiary of Comsat).

Stephen L. Isaacs 66 Class 1986 2008 Common 23 None
President of The Center III and
for Health and Social Director Preferred
Policy (since September
1996); Attorney and
President of Health Policy
Associates, Inc.,
consultants. Mr. Isaacs'
prior experience includes
having served as Director
of Columbia University
Development Law and Policy
Program and Professor at
Columbia University.

William L. Koke 71 Director 2001 2006 Preferred 23 None
Private investor. only
Mr. Koke's prior business
experience includes having
served as President of
Shoreline Financial
consultants, Director of
Financial Relations of
SONAT, Inc., Treasurer of
Ward Foods, Inc. and
President of CFC, Inc.

Arthur S. Mehlman 64 Class 2004 2007 Common 43 Director of
Director of The League II and (Director/ Municipal
for People with Director Preferred Trustee Mortgage &
Disabilities, Inc.; of all Equity, LLC
Director of University of Royce Funds
Maryland Foundation consisting
(non-profits). Formerly: of 23
Director of University of portfolios;
Maryland College Park Director/
Foundation (from 1998 to Trustee
2005) (non-profit); of the
Partner, KPMG LLP Legg
(international accounting Mason
firm) (from 1972 to Funds
2002); Director of consisting
Maryland Business of 20
Roundtable for Education portfolios)
(from July 1984 to June
2002).

David L. Meister 66 Director 1986 2006 Preferred 23 None
Consultant. Chairman and only
Chief Executive Officer of
The Tennis Channel (from
June 2000 to March 2005);
Chief Executive Officer of
Seniorlife.com (from
December 1999 to May
2000). Mr. Meister's prior
business experience
includes having served as
a consultant to the
communications industry,
President of Financial
News Network, Senior Vice
President of HBO,
President of Time-Life
Films and Head of
Broadcasting for Major
League Baseball.

G. Peter O'Brien 60 Class I 2001 2006 Common 43 Director
Trustee Emeritus of Director and (Director/ of
Colgate University (since Preferred of all Technology
2005); Board Member of Royce Investment
Hill House, Inc. (since Funds Capital
1999). Formerly: Trustee consisting Corp.
of Colgate University of 23
(from 1996 to 2005); portfolios;
President of Hill House, Director/
Inc. (from 2001 to 2005); Trustee
and Managing of the
Director/Equity Capital Legg
Markets Group of Merrill Mason
Lynch & Co. (from 1971 to Funds
1999). consisting
of 20
portfolios)
----------------

* Messrs. Dwight, Galkin, Isaacs, Koke, Mehlman, Meister and O'Brien's address
is c/o Royce & Associates, LLC, 1414 Avenue of the Americas, New York, New
York 10019.

** Each of the Directors or nominees is a director/trustee of certain other
investment companies for which R&A acts as an investment adviser. Messrs.
Dwight, Galkin, Isaacs, Koke, Mehlman, Meister and O'Brien are each a member
of the Fund's Audit Committee and its Nominating Committee.

AUDIT COMMITTEE REPORT

The Board of Directors has a standing Audit Committee (the "Audit
Committee"), which consists of the Directors who are not "interested persons" of
the Fund within the meaning of Section 2(a)(19) of the Investment Company Act

and who are "independent" as defined in the listing standards of the New York
Stock Exchange (the "Independent Directors"). The current members of the Audit
Committee are Donald R. Dwight, Richard M. Galkin, Stephen L. Isaacs, William L.
Koke, Arthur S. Mehlman, David L. Meister and G. Peter O'Brien. Mr. Galkin
serves as Chairman of the Audit Committee and Mr. Mehlman has been designated as
the Audit Committee Financial Expert, as defined under Securities and Exchange
Commission regulations.

The principal purposes of the Audit Committee are to (i) oversee the
accounting and financial reporting processes of the Fund and the Fund's internal
control over financial reporting; (ii) oversee the integrity of the Fund's
financial statements and the independent audit thereof; (iii) oversee, or, as
appropriate, assist Board oversight of, the Fund's compliance with legal and
regulatory requirements that relate to the Fund's accounting and financial
reporting, internal control over financial reporting, and independent audits;
and (iv) be responsible for the appointment compensation, retention, and
oversight of the Fund's independent accountants, including the resolution of
disagreements regarding financial reporting between Fund management and such
independent accountants. The Board of Directors has adopted an Audit Committee
Charter for the Fund, which was previously filed as an Exhibit to the proxy
statement filed with the Securities and Exchange Commission on behalf of the
Fund on August 18, 2004.

The Audit Committee also has (i) received written disclosures and the
letter required by Independence Standards Board Standard No. 1 from Tait, Weller
& Baker ("TW&B"), independent auditors for the Fund, and (ii) discussed certain
matters required to be discussed by Statement on Auditing Standards No. 61 with
TW&B. The Audit Committee has considered whether the provision of non-audit
services by the Fund's independent auditors is compatible with maintaining their
independence.

At its meeting held on February 8, 2006, the Audit Committee reviewed and
discussed the audit of the Fund's financial statements as of December 31, 2005
and for the fiscal year then ended with Fund management and TW&B. 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
Fund's 2005 Annual Report to Stockholders, the Audit Committee would have been
notified by Fund management or TW&B. The Audit Committee received no such
notifications. At the same meeting, the Audit Committee recommended to the Board
of Directors that the Fund's audited financial statements be included in the
Fund's 2005 Annual Report to Stockholders.

NOMINATING COMMITTEE

The Board of Directors has a Nominating Committee composed of the seven
Independent Directors, namely Messrs. Dwight, Galkin, Isaacs, Koke, Mehlman,
Meister and O'Brien. The Board of Directors has adopted a Nominating

Committee Charter for the Fund, which was previously filed as an Exhibit to
the proxy statement filed with the Securities and Exchange Commission on
behalf of the Fund on August 18, 2004.

The Nominating Committee is responsible for identifying and recommending to
the Board of Directors 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 person's business and professional experience,
education and such other factors as the Committee may consider relevant; (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 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 Exchange's 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 consistent with the
requirements of the Fund's retirement policies.

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
Fund's Secretary, John E. Denneen, c/o Royce Micro-Cap Trust, Inc., 1414 Avenue
of the Americas, New York, New York 10019.

Although the Board of Directors does not have a standing compensation
committee, the Independent Directors review compensation annually.

COMMITTEE AND BOARD OF DIRECTORS MEETINGS

During the year ended December 31, 2005, the Board of Directors held six
meetings, the Audit Committee held three meetings and the Nominating Committee
did not hold any meetings. Each Director then in office attended 75% or more of
the aggregate of the total number of meetings of the Board of Directors and the
total number of meetings of the Audit Committee held during that year.

COMPENSATION OF DIRECTORS AND AFFILIATED PERSONS

Each Independent Director receives a base fee of $5,000 per year plus $500
for each meeting of the Board of Directors attended. No Director received
remuneration for services as a Director for the year ended December 31, 2005 in
addition to or in lieu of this standard arrangement.

Set forth below is the aggregate compensation paid by the Fund and the
total compensation paid by The Royce Funds to each Independent Director of the
Fund for the year ended December 31, 2005.

PENSION OR TOTAL
RETIREMENT TOTAL COMPENSATION
BENEFITS ESTIMATED COMPENSATION FROM THE
ACCRUED ANNUAL FROM THE FUND AND
AGGREGATE AS PART BENEFITS ROYCE FUNDS FUND COMPLEX
COMPENSATION OF FUND UPON PAID TO PAID TO
NAME FROM THE FUND EXPENSES RETIREMENT DIRECTORS DIRECTORS(1)
---- ------------- -------- ---------- --------- ------------
Donald R. Dwight,
Director (2) $7,500 None None $82,000 $82,000
Richard M. Galkin,
Director 7,500 None None 81,250 81,250
Stephen L. Isaacs,
Director 7,500 None None 82,000 82,000
William L. Koke,
Director (3) 7,500 None None 81,250 81,250
Arthur S. Mehlman
Director 7,500 None None 82,000 162,000
David L. Meister,
Director 7,500 None None 82,000 82,000
G. Peter O'Brien,
Director 7,500 None None 82,000 159,500
----------------

(1) Represents aggregate compensation paid to each Director during the calendar
year ended December 31, 2005 from the Fund Complex. The Fund Complex
includes the 23 portfolios of The Royce Funds and the 20 portfolios of the
Legg Mason Funds. Messrs. Mehlman and O'Brien serve on the Boards of both
The Royce Funds and the Legg Mason Funds.

(2) Includes $1,500 from the Fund ($16,400 from the Fund and other Royce Funds)
deferred during 2005 at the election of Mr. Dwight under The Royce Funds'
Deferred Compensation Plan for trustees/directors.

(3) Includes $2,765 from the Fund ($30,000 from the Fund and other Royce Funds)
deferred during 2005 at the election of Mr. Koke under The Royce Funds'
Deferred Compensation Plan for trustees/directors.

OFFICERS OF THE FUND

Officers of the Fund are elected each year by the Fund's Board of
Directors. The following sets forth information concerning the Fund's officers:

NAME, ADDRESS* AND PRINCIPAL OFFICER OF
OCCUPATIONS DURING PAST FIVE YEARS AGE OFFICE** FUND SINCE
----------------------------------- --- ------ ----------

Charles M. Royce 66 President 1986
President, Chief Investment
Officer and Member of Board of
Managers of R&A;
Director/Trustee and President
of The Royce Funds; Secretary
and sole director of RFS;
managing general partner of RMC
(until October 2001).

John D. Diederich 55 Vice 1997
Member of Board of Managers, President
Chief Operating Officer (since and
October 2001), Chief Financial Treasurer
Officer (since March 2002) and
Managing Director of R&A; Vice
President and Treasurer of The
Royce Funds; Director of
Administration of The Royce
Funds; President of RFS.

Jack E. Fockler, Jr. 47 Vice 1995
Managing Director and Vice President
President of R&A; Vice
President of The Royce Funds;
Vice President of RFS.

W. Whitney George 48 Vice 1995
Managing Director and Vice President
President of R&A; Vice
President of The Royce Funds.

Daniel A. O'Byrne 44 Vice 1994
Principal and Vice President of President
R&A; Vice President of The
Royce Funds.

NAME, ADDRESS* AND PRINCIPAL OFFICER OF
OCCUPATIONS DURING PAST FIVE YEARS AGE OFFICE** FUND SINCE
----------------------------------- --- ------ ----------

John E. Denneen 39 Secretary April 2002
General Counsel (Deputy General and Chief and 1996 to
Counsel prior to 2003), Legal Officer 2001
Principal, Chief Legal and
Compliance Officer and
Secretary of R&A (since March
2002); Secretary of The Royce
Funds (from 1996 to 2001 and
since April 2002); Associate
General Counsel, Principal and
Chief Compliance Officer of R&A
(from 1996 to 2001) and
Principal of Credit Suisse
First Boston Private Equity
(from 2001 to 2002).

Lisa Curcio 46 Chief 2004
Chief Compliance Officer of The Compliance
Royce Funds (since October Officer
2004); Compliance Officer of
R&A (since June 2004); Vice
President, The Bank of New York
(from February 2001 to June
2004); Director of Compliance,
Lord Abbett (from August 2000
to February 2001); Senior Vice
President, Lexington Asset
Managers, Inc. (from April 1985
to August 2000).
-----------------
* The address of each officer is c/o Royce & Associates, LLC, 1414 Avenue of
the Americas, New York, New York 10019.
** Elected by and serves at the pleasure of the Board of Directors.

STOCKHOLDER COMMUNICATIONS

Stockholders may send written communications to the Fund's Board of
Directors or to an individual Director by mailing such correspondence to the
Secretary of the Fund (addressed to 1414 Avenue of the Americas, New York, New
York 10019). Such communications must be signed by the stockholder and identify
the class and number of shares 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.

DIRECTOR ATTENDANCE AT STOCKHOLDER MEETINGS

The Fund has no formal policy regarding Director attendance at stockholder
meetings. None of the Fund's Independent Directors attended the 2005 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
Fund's equity securities, to file reports of ownership and changes in ownership
on Forms 3, 4 and 5 with the Securities and Exchange Commission (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 Fund's 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 Fund's investment
adviser), have complied with all filing requirements applicable to them with
respect to transactions in the Fund's shares during the Fund's most recent
fiscal year.

STOCK OWNERSHIP

Information relating to each Director's ownership as of August 18, 2006 in
the Fund and in all registered Royce Funds overseen or to be overseen by each
Director is set forth below:

--------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF
SECURITIES IN ALL ROYCE
FUNDS
AGGREGATE DOLLAR OVERSEEN BY EACH DIRECTOR
RANGE OF EQUITY IN THE
NAME IN THE FUND ROYCE FAMILY OF FUNDS
---------------------------- --------------------- -----------------------------
Interested Director:
---------------------------- --------------------- -----------------------------
Charles M. Royce over $100,000 over $100,000
---------------------------- --------------------- -----------------------------
Mark R. Fetting $10,001 to $50,000 over $100,000
---------------------------- --------------------- -----------------------------
Non-Interested Directors:
---------------------------- --------------------- -----------------------------
Donald R. Dwight $1 to $10,000 over $100,000
---------------------------- --------------------- -----------------------------
Richard M. Galkin $10,001 to $50,000 over $100,000
---------------------------- --------------------- -----------------------------
Stephen L. Isaacs $1 to $10,000 over $100,000
---------------------------- --------------------- -----------------------------
William L. Koke none over $100,000
---------------------------- --------------------- -----------------------------
Arthur S. Mehlman $10,001 to $50,000 over $100,000
---------------------------- --------------------- -----------------------------
David L. Meister none over $100,000
---------------------------- --------------------- -----------------------------
G. Peter O'Brien $10,001 to $50,000 over $100,000
--------------------------------------------------------------------------------

Information regarding ownership of the Fund's shares by the Fund's
Directors and officers as of the Record Date is set forth below:

AMOUNT OF
RECORD/BENEFICIAL
NAME AND ADDRESS* OF OWNER OWNERSHIP OF COMMON STOCK
-------------------------- -------------------------
Interested Directors:
Charles M. Royce 1,246,877
Mark R. Fetting 2,242
Non-Interested Directors:
Donald R. Dwight 393
Richard M. Galkin 1,026
Stephen L. Isaacs 235
William L. Koke none
Arthur S. Mehlman 1,285
David L. Meister none
G. Peter O'Brien 1,370
Interested Officers:
John D. Diederich 1,151
Jack E. Fockler, Jr. none
W. Whitney George 1,192
Daniel A. O'Byrne 4,036
John E. Denneen 2,108
Lisa Curcio none

------------------

* The address of each Director and officer is c/o Royce & Associates, LLC,
1414 Avenue of the Americas, New York, New York 10019.

Mr. Royce has sole voting power and sole investment power as to the shares
beneficially owned by him. As of the Record Date, all Directors and officers of
the Fund as a group (15 persons) beneficially owned 1,261,915 shares of the
Fund's Common Stock, constituting 5.6% of the outstanding shares, and no shares
of its Preferred Stock.

As of August 18, 2006, no Independent Director or any of his immediate
family members directly or indirectly owned any securities issued by Legg Mason
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 the Fund's Common Stock and/or Preferred Stock, as the
case may be, entitled to vote, who are present in person or by proxy, and a
plurality of all of the votes cast at a meeting at which a quorum is present is
sufficient to elect a Director.

THE BOARD OF DIRECTORS RECOMMENDS THAT ALL STOCKHOLDERS VOTE FOR ALL
DIRECTOR NOMINEES.

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES

The aggregate fees paid to TW&B in connection with the annual audit of the
Fund's financial statements and for services normally provided by TW&B in
connection with the statutory and regulatory filings of the Fund for the fiscal
years ended December 31, 2004 and December 31, 2005 were $23,500 and $25,000,
respectively, including out of pocket expenses.

AUDIT RELATED FEES

The aggregate fees paid to TW&B in connection with assurance and related
services related to the annual audit of the Fund and for review of the Fund's
financial statements, other than the Audit Fees described above, for the fiscal
years ended December 31, 2004 and December 31, 2005 were $1,500 and $1,500,
respectively. The audit-related services rendered by TW&B to the Fund consisted
of the preparation of reports to a rating agency for the Preferred Stock.

TAX FEES

The aggregate fees paid for tax-related services, including preparation of
tax returns, tax compliance and tax advice, rendered by TW&B to the Fund for the
fiscal years ended December 31, 2004 and December 31, 2005 were $2,500 and
$2,500, respectively.

ALL OTHER FEES

The aggregate fees billed for all other non-audit services rendered by TW&B
to the Fund for the fiscal years ended December 31, 2004 and December 31, 2005
were $0 and $2,500, respectively. The non-audit services rendered by TW&B to the
Fund during 2005 were in connection with an agreed upon procedures report
relating to the calculation of the Fund's investment advisory fee. The aggregate
non-audit fees billed by TW&B for services rendered to R&A and any entity
controlling, controlled by, or under common control with R&A that provides
ongoing services to the Fund for the fiscal years ended December 31, 2004 and
December 31, 2005 were $4,000 and $9,000, respectively. The Audit Committee has
determined that the provision of non-audit services is compatible with
maintaining the independence of TW&B.

The Audit Committee has determined that the preparation of the rating
agency reports and services rendered with respect to the above-referenced agreed
upon procedures report is compatible with maintaining TW&B's independence. TW&B
did not provide any other professional services to the Fund or R&A for the year
ended December 31, 2005. No representatives of TW&B will be present at the
Meeting.

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee of the Fund has adopted policies and procedures with
regard to the pre-approval of audit and non-audit services. On an annual basis,
at

the Fund's December Audit Committee meeting, TW&B will submit a schedule of
proposed audit, audit-related, tax and other non-audit services to be rendered
to the Fund and/or R&A 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 December Audit Committee meeting 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 Fund's 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.

ADDITIONAL INFORMATION

ADJOURNMENT OF MEETING; OTHER MATTERS

In the event that sufficient votes in favor of Proposal 1 in the Notice of
Annual Meeting of Stockholders are not received by the time scheduled for the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies for such Proposal. Any
such adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the Proposal. They will vote against
any such adjournment those proxies required to be voted against the Proposal.

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 firm's 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 Fund's 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.

ADDRESS OF INVESTMENT ADVISER

R&A's principal office is located at 1414 Avenue of the Americas, New York,
New York 10019.

ANNUAL REPORT DELIVERY

THE FUND'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31,
2005 WAS PREVIOUSLY MAILED TO ITS STOCKHOLDERS AND THE SEMI-ANNUAL REPORT TO
STOCKHOLDERS FOR THE SIX MONTHS ENDED JUNE 30, 2006 WILL BE MAILED TO
STOCKHOLDERS IN LATE AUGUST 2006. COPIES OF THE ANNUAL REPORT ARE AVAILABLE, AND
COPIES OF THE SEMI-ANNUAL REPORT WILL BE AVAILABLE IN LATE AUGUST, UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE FUND AT 1414 AVENUE OF THE AMERICAS, NEW YORK,
NEW YORK 10019 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.roycefunds.com.
------------------

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the Fund's 2007
Annual Meeting of Stockholders must be received by the Fund by April 27, 2007
for inclusion in the Fund's Proxy Statement and form of Proxy for that meeting.
The Fund's 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 of
Directors 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 and the Fund's 2007 Annual Meeting of Stockholders must be in writing
and received at the Fund's principal executive office between April 27, 2007 and
May 27, 2007. Written proposals should be sent to the Secretary of the Fund,
1414 Avenue of the Americas, New York, New York 10019.

PROXY DELIVERY

If you and another shareholder share the same address, the Fund may only
send one proxy statement unless you or the other shareholder(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 1414
Avenue of the Americas, New York, New York 10019.

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 25, 2006

P/S SKU#002CS-12091

ROYCE MICRO-CAP TRUST, INC.
PROXY PROXY
Common Stock
1414 Avenue of the Americas
New York, NY 10019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Charles M. Royce 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 the Fund held of record
by the undersigned on August 18, 2006 at the Annual Meeting of Stockholders of
Royce Micro-Cap Trust, Inc. to be held on September 28, 2006, and at any
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 REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign exactly as your name(s) appear(s) on other side. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------

X PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------------------------------
ROYCE MICRO-CAP TRUST, INC.

---------------------------------------------

With- For All
For hold Except
/ / / / / /

1. ELECTION OF DIRECTORS

Charles M. Royce and G. Peter O'Brien

INSTRUCTION: IF YOU DO NOT WISH YOUR
SHARES VOTED "FOR" A PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME. YOUR SHARES WILL BE
VOTED FOR THE REMAINING NOMINEES.

2. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.

Please be sure to sign and date this Proxy. Date: Mark box at the right [ ]
if an address change
or comment has been
noted on the reverse
side of this card.

Stockholder sign here Co-owner sign here RECORD DATE SHARES:

--------------------- --------------------- -----------------
CONTROL NUMBER:

-----------------

ROYCE MICRO-CAP TRUST, INC.
PROXY PROXY

6.00% Cumulative Preferred Stock
1414 Avenue of the Americas
New York, NY 10019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Charles M. Royce 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 the 6.00% Cumulative Preferred Stock of
the Fund held of record by the undersigned on August 18, 2006 at the Annual
Meeting of Stockholders of Royce Micro-Cap Trust, Inc. to be held on September
28, 2006, and at any 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 REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

X PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------------------------------
ROYCE MICRO-CAP TRUST, INC.

---------------------------------------------

With- For All
For hold Except
/ / / / / /

1. ELECTION OF DIRECTORS

Charles M. Royce, G. Peter O'Brien,
William L. Koke and David L. Meister

2. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.

Please be sure to sign and date this Proxy. Date: Mark box at the right [ ]
if an address change
or comment has been
noted on the reverse
side of this card.

Stockholder sign here Co-owner sign here RECORD DATE SHARES:

--------------------- --------------------- -----------------
CONTROL NUMBER:

-----------------