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, LP
745 Fifth Avenue
New York, NY 10151Registrants telephone number, including area code: (212) 508-4500
Date of fiscal year end: 12/31/2016
Date of reporting period: 9/30/2016
Item 1 - Schedule of Investments
SCHEDULE OF INVESTMENTS
SHARES VALUE COMMON STOCKS 101.2% Consumer Discretionary 14.0% Auto Components - 2.9%
ROYCE MICRO-CAP TRUST
SEPTEMBER 30, 2016 (UNAUDITED)Drew Industries 1,2
17,700 $ 1,734,954Fox Factory Holding 3
27,500 631,675Motorcar Parts of America 3
80,700 2,322,546Sebang Global Battery
50,500 1,699,185Standard Motor Products
71,360 3,408,153Unique Fabricating
3,500 42,840 9,839,353 Distributors - 0.9%Fenix Parts 3
422,300 1,672,308Weyco Group
56,600 1,520,842 3,193,150 Diversified Consumer Services - 1.5%American Public Education 3
73,200 1,450,092Collectors Universe
116,100 2,151,333Liberty Tax Cl. A 2
98,900 1,263,942Universal Technical Institute
270,000 480,600 5,345,967 Hotels, Restaurants & Leisure - 1.1%Century Casinos 3
222,500 1,537,475Lindblad Expeditions Holdings 3
234,000 2,106,000 3,643,475 Household Durables - 2.6%Cavco Industries 1,2,3
19,291 1,910,773Ethan Allen Interiors 2
45,200 1,413,404Flexsteel Industries 2
16,500 853,380iRobot Corporation 2,3
15,000 659,700Lifetime Brands 2
124,294 1,672,997Stanley Furniture
193,468 346,308Universal Electronics 3
15,100 1,124,346ZAGG 3
110,000 891,000 8,871,908 Internet & Direct Marketing Retail - 0.8%Blue Nile 1,2
37,900 1,304,518FTD Companies 3
67,200 1,382,304 2,686,822 Leisure Products - 1.2%Black Diamond 3
195,926 1,007,060Nautilus 3
111,200 2,526,464Smith & Wesson Holding Corporation 2,3
22,400 595,616Sturm, Ruger & Co.
600 34,656 4,163,796 Media - 0.6%McClatchy Company (The) Cl. A 3
69,313 1,118,019New Media Investment Group
66,200 1,026,100 2,144,119 Specialty Retail - 1.1%Destination Maternity
228,200 1,615,656Haverty Furniture
32,600 653,304Kirklands 3
11,000 133,980MarineMax 3
5,400 113,130Shoe Carnival 2
21,028 560,606Stage Stores 2
15,000 84,150TravelCenters of America LLC 3
5,400 38,664West Marine 3
86,000 711,220 3,910,710 Textiles, Apparel & Luxury Goods - 1.3%Crown Crafts
104,059 1,052,037Culp
32,900 979,433J.G. Boswell Company 4
2,490 1,593,600YGM Trading
1,482,000 787,200 4,412,270 Total 48,211,570 Consumer Staples 2.5% Beverages - 0.2%Crimson Wine Group 3,4
58,124 503,354 Food Products - 2.3%Farmer Bros. 1,2,3
49,100 1,745,505John B. Sanfilippo & Son
19,000 975,270Landec Corporation 3
75,610 1,013,930Seneca Foods Cl. A 3
35,400 999,696Seneca Foods Cl. B 3
42,500 1,555,500SunOpta 3
207,981 1,468,346Waterloo Investment Holdings 3,5
806,207 241,862 8,000,109 Total 8,503,463 Energy 5.1% Energy Equipment & Services - 2.1%Aspen Aerogels 3
94,985 566,111Canadian Energy Services & Technology
25,000 98,899CARBO Ceramics 3
39,000 426,660Dawson Geophysical 3
73,654 561,980Era Group 3
307,409 2,474,642Geospace Technologies 2,3
9,500 185,060Matrix Service 2,3
52,000 975,520Newpark Resources 3
11,200 82,432North American Energy Partners
50,000 125,000Pioneer Energy Services 2,3
57,500 232,300TerraVest Capital
84,000 477,000Tesco Corporation 2,3
58,000 473,280Unit Corporation 3
31,000 576,600 7,255,484 Oil, Gas & Consumable Fuels - 3.0%Ardmore Shipping
52,700 371,008Cross Timbers Royalty Trust
67,631 1,238,324Dorchester Minerals L.P.
106,127 1,635,417Dorian LPG 3
50,000 300,000Hugoton Royalty Trust
287,574 678,675Panhandle Oil & Gas Cl. A
5,500 96,415Permian Basin Royalty Trust
266,333 1,856,341Sabine Royalty Trust
59,548 2,188,984San Juan Basin Royalty Trust
203,407 1,200,101StealthGas 3
220,085 761,494 10,326,759 Total 17,582,243 Financials 12.2% Banks - 2.0%Bank of N.T. Butterfield & Son
43,810 1,084,736Blue Hills Bancorp
50,000 751,000Bryn Mawr Bank
25,000 799,750Caribbean Investment Holdings 3
735,647 76,281Chemung Financial
31,000 898,690Fauquier Bankshares
133,200 1,930,068Live Oak Bancshares
30,900 445,578Peapack-Gladstone Financial
45,606 1,022,030 7,008,133 Capital Markets - 8.2%ASA Gold and Precious Metals
171,150 2,531,309Cowen Group 3
100,000 363,000Diamond Hill Investment Group 2
4,479 827,674Dundee Corporation Cl. A 3
413,200 2,125,919EQT Holdings
43,150 649,671Fiera Capital Cl. A
78,000 725,333GAIN Capital Holdings
25,000 154,500INTL FCStone 2,3
41,727 1,621,094JZ Capital Partners
247,999 1,552,327Manning & Napier Cl. A
136,600 968,494Medley Management Cl. A
153,400 1,290,094MVC Capital 1,2
360,300 2,986,887OHA Investment
204,620 642,507Queen City Investments 4
948 1,092,096Silvercrest Asset Management Group Cl. A
203,300 2,413,171Sprott
1,414,533 2,609,223U.S. Global Investors Cl. A
646,254 1,189,107Urbana Corporation
237,600 400,241Value Line
146,660 2,381,758Warsaw Stock Exchange
52,900 517,547Westwood Holdings Group 2
12,400 658,564ZAIS Group Holdings Cl. A 1,2,3
262,960 604,808 28,305,324 Consumer Finance - 0.7%EZCORP Cl. A 1,2,3
201,000 2,223,060J.G. Wentworth Company Cl. A 3,4
135,000 44,550 2,267,610 Diversified Financial Services - 0.6%Banca Finnat Euramerica
860,000 300,356PICO Holdings 1,2,3
147,100 1,734,309 2,034,665 Insurance - 0.7%Hallmark Financial Services 3
114,000 1,173,060State Auto Financial 2
59,264 1,411,076 2,584,136 Total 42,199,868 Health Care 14.4% Biotechnology - 4.4%Abeona Therapeutics 3
374,821 2,248,926Adverum Biotechnologies 3
92,346 379,542Aquinox Pharmaceuticals 1,2,3
162,622 2,172,630ARIAD Pharmaceuticals 1,2,3
76,102 1,041,836BioCryst Pharmaceuticals 3
160,000 705,600Invitae Corporation 3
156,412 1,370,169Keryx Biopharmaceuticals 3
157,725 837,520Kindred Biosciences 3
148,000 735,560Progenics Pharmaceuticals 3
6,500 41,145Sangamo BioSciences 3
191,785 887,964Stemline Therapeutics 3
78,679 852,094Zafgen 3
504,075 1,668,488Zealand Pharma 3
143,600 2,141,898 15,083,372 Health Care Equipment & Supplies - 5.8%Analogic Corporation
18,200 1,612,520AngioDynamics 2,3
36,061 632,510Antares Pharma 3
406,900 683,592Atrion Corporation 1,2
6,914 2,949,512Cerus Corporation 1,2,3
140,000 869,400Derma Sciences 3
177,100 827,057Exactech 1,2,3
112,300 3,035,469Inogen 3
5,400 323,460Invacare Corporation 2
44,300 494,831STRATEC Biomedical
14,000 806,851Surmodics 3
130,492 3,926,504Syneron Medical 3
69,200 495,472TearLab Corporation 3
85,000 55,250Trinity Biotech ADR Cl. A 3
100,500 1,328,610Utah Medical Products
36,200 2,164,760 20,205,798 Health Care Providers & Services - 2.6%Aceto Corporation
79,600 1,511,604BioTelemetry 3
49,700 922,929Cross Country Healthcare 3
157,100 1,850,638Landauer
31,800 1,414,464National Research Cl. A
40,033 652,138PharMerica Corporation 3
40,000 1,122,800Psychemedics Corporation
37,500 744,000U.S. Physical Therapy
10,000 627,000 8,845,573 Health Care Technology - 0.2%Connecture 3
20,000 37,600Vocera Communications 3
33,100 559,390 596,990 Pharmaceuticals - 1.4%Agile Therapeutics 2,3
80,000 558,400Lipocine 3
355,404 1,585,102Theravance Biopharma 3
74,509 2,700,206 4,843,708 Total 49,575,441 Industrials 17.8%Aerospace & Defense - 0.7%
Astronics Corporation 3
4,400 198,220CPI Aerostructures 3
9,500 65,170FLYHT Aerospace Solutions 3
1,916,800 306,817Innovative Solutions and Support 3
142,828 454,193Mercury Systems 3
31,400 771,498SIFCO Industries 3
45,800 459,832 2,255,730 Building Products - 1.5%Burnham Holdings Cl. A 4
117,000 1,977,300DIRTT Environmental Solutions 3
96,000 364,404Insteel Industries
47,100 1,706,904Patrick Industries 3
16,900 1,046,448 5,095,056 Commercial Services & Supplies - 2.0%Atento 3
237,901 2,017,400CompX International Cl. A
107,500 1,244,850Heritage-Crystal Clean 1,2,3
241,677 3,209,471Team 2,3
17,500 572,425 7,044,146 Construction & Engineering - 2.6%Ameresco Cl. A 3
261,900 1,377,594IES Holdings 3
278,504 4,954,586Layne Christensen 2,3
50,000 425,500Northwest Pipe 3
108,600 1,282,566NV5 Global 3
31,800 1,027,458 9,067,704 Electrical Equipment - 1.1%Encore Wire 2
4,100 150,757LSI Industries
143,012 1,606,025Orion Energy Systems 3
170,000 226,100Powell Industries
21,400 857,070Power Solutions International 2,3
7,100 72,775Preformed Line Products
20,743 874,732 3,787,459 Industrial Conglomerates - 0.8%Raven Industries 2
117,159 2,698,172 Machinery - 6.2%Chart Industries 3
1,100 36,113CIRCOR International 2
26,100 1,554,516Columbus McKinnon
5,300 94,552Eastern Company (The)
39,750 796,192Foster (L.B.) Company 2
99,300 1,192,593FreightCar America
32,000 460,160Graham Corporation 2
81,150 1,549,965Hurco Companies
36,866 1,034,829Kadant
57,700 3,006,747Lindsay Corporation
24,400 1,805,112Luxfer Holdings ADR
59,712 692,062Lydall 3
4,900 250,537NN
53,600 978,200Pfeiffer Vacuum Technology
6,000 570,167Sun Hydraulics
86,900 2,804,263Tennant Company
36,600 2,371,680Titan International
198,000 2,003,760Twin Disc 3
11,700 140,166 21,341,614 Marine - 0.4%Clarkson
47,100 1,277,871 Professional Services - 1.5%Acacia Research 2,3
190,000 1,238,800CBIZ 3
47,000 525,930Franklin Covey 3
40,100 714,181GP Strategies 3
7,600 187,112Heidrick & Struggles International
46,300 858,865Kforce 2
4,700 96,303Navigant Consulting 3
5,100 103,122Resources Connection
17,400 259,956RPX Corporation 3
100,000 1,069,000 5,053,269 Road & Rail - 0.5%Marten Transport
3,300 69,300Patriot Transportation Holding 2,3
29,460 626,025Universal Logistics Holdings 1,2
77,600 1,041,392 1,736,717 Trading Companies & Distributors - 0.5%Central Steel & Wire 4
788 323,080Houston Wire & Cable
249,918 1,546,992 1,870,072 Total 61,227,810 Information Technology 20.3% Communications Equipment - 1.6%ADTRAN
27,500 526,350Applied Optoelectronics 2,3
8,800 195,448Bel Fuse Cl. A
67,705 1,364,256CalAmp Corporation 3
3,100 43,245Clearfield 3
61,300 1,152,440Harmonic 3
147,000 871,710KVH Industries 3
800 7,048Oclaro 3
120,800 1,032,840PCTEL
34,100 180,389Sandvine Corporation
35,200 78,344 5,452,070 Electronic Equipment, Instruments & Components - 5.8%Agilysys 2,3
170,587 1,896,927ePlus 3
2,700 254,907Fabrinet 3
2,200 98,098FARO Technologies 1,2,3
81,700 2,937,115HollySys Automation Technologies 3
49,200 1,090,764Inficon Holding
3,420 1,308,907LRAD Corporation
853,456 1,595,963Mesa Laboratories 1,2
22,700 2,595,972NetList 3
63,600 78,864Novanta 3
41,400 718,290Orbotech 1,2,3
102,800 3,043,908PC Connection
43,716 1,154,977Perceptron 3
8,500 57,120Richardson Electronics
316,900 2,148,582Rogers Corporation 2,3
1,600 97,728Systemax 2
41,662 329,963Vishay Precision Group 3
41,708 668,579 20,076,664 Internet Software & Services - 3.9%Actua Corporation 3
158,751 2,055,825Care.com 1,2,3
231,487 2,305,611comScore 3
81,905 2,511,207IZEA 3
65,170 382,548QuinStreet 3
613,100 1,851,562RealNetworks 3
204,000 909,840Reis
25,000 511,500Solium Capital 3
245,700 1,374,624Stamps.com 3
11,700 1,105,767Support.com 3
516,800 434,112 13,442,596 IT Services - 1.1%Computer Task Group 2
200,538 942,529Hackett Group (The)
55,500 916,860Innodata 3
437,275 1,075,696MoneyGram International 3
120,003 852,021 3,787,106 Semiconductors & Semiconductor Equipment - 4.4%Amtech Systems 1,2,3
160,284 795,009Applied Micro Circuits 3
97,917 680,523Brooks Automation
131,200 1,785,632Daqo New Energy ADR 3
34,900 739,880FormFactor 3
22,869 248,129Intermolecular 3
240,000 238,080IXYS Corporation
18,800 226,540Kopin Corporation 3
242,200 527,996Kulicke & Soffa Industries 3
88,000 1,137,840MoSys 2,3
684,275 513,206Nanometrics 3
67,300 1,503,482Nova Measuring Instruments 3
140,100 1,655,982PDF Solutions 3
25,000 454,250Photronics 3
189,700 1,955,807Sigma Designs 3
89,000 693,310Silicon Motion Technology ADR
28,400 1,470,836Ultra Clean Holdings 3
57,000 422,370Xcerra Corporation 3
20,900 126,654 15,175,526 Software - 2.4%American Software Cl. A
120,352 1,335,907BSQUARE Corporation 3
83,675 411,681Computer Modelling Group
337,700 2,525,125Model N 3
136,693 1,518,659Monotype Imaging Holdings
15,000 331,650PSI
34,000 506,067Rubicon Project 3
92,200 763,416SeaChange International 3
284,200 849,758 8,242,263 Technology Hardware, Storage & Peripherals - 1.1%Intevac 3
379,300 2,237,870Kortek
135,007 1,546,919 3,784,789 Total 69,961,014 Materials 6.3% Chemicals - 1.6%Balchem Corporation
11,775 912,916FutureFuel Corporation
85,262 961,755Quaker Chemical 2
26,000 2,754,180Trecora Resources 3
86,600 988,972 5,617,823 Construction Materials - 0.8%Ash Grove Cement 4
8,000 1,928,000Monarch Cement 4
16,303 586,908U.S. Concrete 3
2,600 119,769 2,634,677 Containers & Packaging - 0.3%UFP Technologies 3
36,445 965,793 Metals & Mining - 3.6%Alamos Gold Cl. A
186,044 1,531,518AMG Advanced Metallurgical Group
5,000 104,640Ampco-Pittsburgh
79,002 876,132Comstock Mining 3
1,875,000 684,375Exeter Resource 3
1,195,400 1,506,204Haynes International 2
25,000 927,750Imdex 3
525,666 236,061MAG Silver 3
74,050 1,116,674Major Drilling Group International 3
706,757 3,420,791Olympic Steel
35,000 773,500Pretium Resources 3
80,000 821,373Universal Stainless & Alloy Products 3
11,600 121,684Victoria Gold 3
890,000 427,379 12,548,081 Total 21,766,374 Real Estate 3.7% Equity Real Estate Investment Trusts (REITs) - 0.6%BRT Realty Trust 3
230,331 1,847,255 Real Estate Management & Development - 3.1%AV Homes 3
83,500 1,389,440Forestar Group 2,3
53,000 620,630FRP Holdings 1,2,3
60,000 1,864,200Griffin Industrial Realty
44,107 1,397,751Hopefluent Group Holdings
1,400,000 418,948Marcus & Millichap 3
49,567 1,296,177RMR Group Cl. A
25,600 971,264Tejon Ranch 1,2,3
115,162 2,800,740 10,759,150 Total 12,606,405 Telecommunication Services 0.1% Diversified Telecommunication Services - 0.1%ORBCOMM 3
43,000 440,750 Total 440,750 Utilities 0.2% Gas Utilities - 0.1%Shizuoka Gas
40,000 315,604 Independent Power & Renewable Electricity Producer - 0.1%Alterra Power 3
45,000 225,695 Total 541,299 Miscellaneous6 4.6% Total 16,042,723 TOTAL COMMON STOCKS(Cost $320,780,874)
348,658,960 PREFERRED STOCK 0.3%Seneca Foods Conv. 3,4
45,409 1,233,762(Cost $578,719)
1,233,762 REPURCHASE AGREEMENT 11.5% Fixed Income Clearing Corporation,0.03% dated 9/30/16, due 10/3/16,
maturity value $39,719,099 (collateralized
by obligations of various U.S. Government
Agencies, 2.00%-2.125% due 11/30/22-12/31/22,
valued at $40,515,450)
(Cost $39,719,000)
39,719,000 TOTAL INVESTMENTS 113.0%(Cost $361,078,593)
389,611,722 LIABILITIES LESS CASHAND OTHER ASSETS (13.0)%
(44,950,846 ) NET ASSETS 100.0% $ 344,660,876
1At September 30, 2016, a portion of these securities were rehypothecated in connection with the Funds revolving credit agreement in the aggregate amount of $40,953,478.2All or a portion of these securities were pledged as collateral in connection with the Funds revolving credit agreement at September 30, 2016. Total market value of pledged securities at September 30, 2016, was $71,090,358.3 Non-income producing. 4These securities are defined as Level 2 securities due to fair value being based on quoted prices for similar securities.5A security for which market quotations are not readily available represents 0.1%of net assets. This security has been valued at its fair value under procedures approved by the Funds Board of Directors. This security is defined as a Level 3 security due to the use of significant unobservable inputs in the determination of fair value.6Includes securities first acquired in 2016 and less than 1% of net assets.TAX INFORMATION: The cost of total investments for Federal income tax purposes was $362,666,246. At September 30, 2016, net unrealized appreciation for all securities was $26,945,476, consisting of aggregate gross unrealized appreciation of $78,940,934 and aggregate gross unrealized depreciation of $51,995,458. 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, 2016. 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 $326,415,191 $22,001,907 $241,862 $348,658,960 Preferred Stocks 1,233,762 1,233,762 Cash Equivalents 39,719,000 39,719,000Certain securities have transferred in and out of Level 1 and Level 2 measurements during the reporting period. The Fund recognizes transfers between levels as of the end of the reporting period. For the nine months ended September 30, 2016, securities valued at $694,221 were transferred from Level 1 to Level 2 and securities valued at $787,200 were transferred from Level 2 to Level 1 within the fair value hierarchy.
Level 3 Reconciliation: Unrealized Balance as of 12/31/15 Gain (Loss) Balance as of 9/30/16 Common Stocks $225,738 $16,124 $241,862The following table summarizes the valuation techniques used and unobservable inputs approved by the Valuation Committee to determine the fair value of certain, material Level 3 investments. The table does not include Level 3 investments with values derived utilizing prices from prior transactions or third party pricing information with adjustments (e.g. broker quotes, pricing services, net asset values).
Fair Value at Unobservable Impact to Valuation From 9/30/16 Valuation Technique(s) Input(s) Range Average an Increase in Input1 Discounted Present Value Common Stocks $241,862 Balance Sheet Analysis Liquidity Discount 30%-40% Decrease
1This column represents the directional change in the fair value of the Level 3 investments that would result in an increase from the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these unobservable inputs in isolation could result in significantly higher or lower fair value measurements.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. The remaining contractual maturity of the repurchase agreement held by the Fund at September 30, 2016 is overnight and continuous.Borrowings:
The Fund has entered into a revolving credit agreement (the credit agreement) with BNP Paribas Prime Brokerage Inc. (BNPP). As of September 30, 2016, the Fund has outstanding borrowings of $45,000,000. During the period ended September 30, 2016, the Fund borrowed an average daily balance of $45,000,000. 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 21, 2016
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 21, 2016 By: /s/ Peter K. Hoglund Peter K. Hoglund Treasurer, Royce Micro-Cap Trust, Inc. Date: November 21, 2016