Audit Committee Report

The information providedBoard has a standing Audit Committee (the “Audit Committee”), which consists of the Independent Directors who also are “independent” as defined in the listing standards of the New York Stock Exchange. The current members of the Audit Committee are Patricia W. Chadwick, Christopher C. Grisanti, Cecile B. Harper, Arthur S. Mehlman, G. Peter O’Brien, and presentations madeMichael K. Shields. Mr. Mehlman serves as Chairman of the Audit Committee. Ms. Chadwick and Mr. Mehlman have been designated as Audit Committee Financial Experts, as defined under Securities and Exchange Commission (“SEC”) regulations.

The principal purposes of the Audit Committee are to (i) assist Board oversight of the (a) integrity of the Fund’s financial statements; (b) independent accountants’ qualifications and independence; and (c) performance of the Fund’s independent accountants and (ii) prepare, or oversee the preparation of any audit committee report required by rules of the SEC to be included in the Fund’s proxy statement for its annual meeting of stockholders. The Board encompassed the Fund. The discussion belowhas adopted an Audit Committee charter for the Fund, covers botha copy of which was included as an exhibit to the investment advisory functions rendered by RoyceProxy Statement for the Fund’s 2019 Annual Meeting of Stockholders. Although a copy of the Audit Committee charter for the Fund pursuant tois not available on the New AgreementFund’s website, one may be obtained by calling 1-800-221-4268.

The Audit Committee also has (i) received written disclosures and the administrative functions renderedletter required by RoyceIndependence Standards Board Standard No. 1 from PricewaterhouseCoopers LLP (“PWC”), the Fund’s independent auditors for the Fund pursuantfiscal year ended December 31, 2020, and (ii) discussed certain matters required to be discussed under the Administration Agreement,requirements of The Public Company Accounting Oversight Board with PWC. The Audit Committee has considered whether the provision of non-audit services by the Fund’s independent accountants is compatible with maintaining their independence.

At its meetings held on February 18, 2021 and between Royce andFebruary 25, 2021, the Fund.

The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Directors received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the New Agreement. The Independent Directors alsoAudit Committee reviewed and discussed the proposed approvalaudit of the New AgreementFund’s financial statements as of December 31, 2020 and for the fiscal year then ended with their independent legal counselFund management and PWC. Had any material concerns arisen during the course of the audit and the preparation of the audited financial statements mailed to stockholders and included in a private session at whichthe Fund’s 2020 Annual Report to Stockholders, the Audit Committee would have been notified by Fund management or PWC. The Audit Committee received no representatives of Royce, Legg Mason, or Franklin Templeton were present.such notifications. At those meetings, the Audit Committee recommended to the Board that the Fund’s audited financial statements be included in the Fund’s 2020 Annual Report to Stockholders.

Nature, extent, and qualityNominating Committee

The Board has a Nominating Committee (the “Nominating Committee”) composed of the services undersix Independent Directors, namely Ms. Chadwick, Ms. Harper, and Messrs. Grisanti, Mehlman, O’Brien, and Shields. Mr.  O’Brien serves as the New Agreement.Chairman of the Nominating Committee. The Board received and considered information regardinghas adopted a Nominating Committee charter for the nature, extent, and qualityFund, a copy of services providedwhich was included as an exhibit to the Proxy Statement for the Fund’s 2019 Annual Meeting of Stockholders. Although a copy of the Nominating Committee charter for the Fund is not available on the Fund’s website, one may be obtained by Royce undercalling 1- 800-221-4268.

The Nominating Committee is responsible for identifying and recommending to the Current Agreement. The Board  considered the following factorsindividuals  believed  to  be  of fundamental importancequalified  to  its consideration of the Current Agreement: (i) Royce’s more than 45 years of value investing experience and track record; (ii) the history of long-tenured Royce portfolio managers managing many of its other open-end mutual funds, and closed-end funds; (iii) Royce’s focus on mid-cap, small-cap and micro-cap value investing; (iv) the consistency of Royce’s approach to managing the Fund, other closed-end funds, and open-end mutual funds over more than 45 years; (v) the integrity and high ethical standards adhered to at Royce; (vi) Royce’s specialized experiencebecome  Board members in the area of trading small- and micro-cap securities; (vii) Royce’s historical ability to attract and retain portfolio management talent; and (viii) Royce’s focus on stockholder interests as exemplifiedevent that a position is vacated or created. The Nominating Committee will consider Director candidates recommended by expansive stockholder reporting and communications. The Board also noted that Royce’s compensation policy arrangements strongly encourage portfolio manager investment in any fund that they manage. The Board also reviewedstockholders. In considering potential nominees, the services that Royce providesNominating  Committee  will take into consideration (i) the contribution which the person can make to the Fund,Board, with consideration given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant, including but not limited to managingwhether a potential nominee’s personal and professional qualities and attributes would provide a beneficial diversity of skills, experience and/or perspective to the Board; (ii) the character and integrity of the person; (iii) whether or not the person is an “interested person” as defined in the Investment Company Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a  Director  or  Independent  Director  of  the Fund; (iv) whether or not the person has any relationships that might impair his or her independence, such as  any  business,  financial  or family  relationships with Fund management, the investment adviser of the Fund, Fund service providers or their affiliates; (v) whether or not the person is financially literate pursuant to the New York Stock 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 in the best interest of the Fund in light of the requirements of the Fund’s retirement policies. While the Nominating Committee does not have a formal policy regarding diversity, as noted above, it may consider the diversity of skills, experience and/or perspective a potential nominee will bring to the Board as part of its evaluation of the contribution such potential nominee will make to the Board. Such factors will be considered in light of the other factors described above and in the context of the Board’s existing membership at the time such potential candidate is considered.

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., 745 Fifth Avenue, New York, New York 10151.

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

Distribution Committee

The Board has a Distribution Committee (the “Distribution Committee”), comprised of Christopher D. Clark. As noted above, Mr. Clark is an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act. The Distribution Committee is responsible for, among other things, approving the Fund’s payment of dividends from net investment income and distributions from capital gains, if any, to ensure compliance with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

Board’s Oversight Role in Management

The Board’s role in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily Royce and its affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman of the Audit Committee, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Fund’s and Royce’s Chief Compliance Officer and portfolio management personnel. The Audit Committee (which consists of the six Independent Directors) meets during its scheduled meetings, and between meetings the Chairman of the Audit Committee maintains contact with the Fund’s independent registered public accounting firm and the Fund’s Treasurer. The Board also receives periodic presentations from senior personnel of Royce or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, investment research and securities lending. The Board also receives reports from counsel to Royce and the Board’s own independent legal  counsel regarding  regulatory,  compliance and  governance matters. The Board’s oversight role does not make the Board a guarantor of the Fund’s investments in accordance withor activities.

Committee and Board of Directors Meetings

During the stated policies ofyear ended December 31, 2020, the Fund. The Board consideredheld five meetings, the fact that Royce provided certain administrative services to the Fund at cost pursuant to the Administration Agreement between RoyceAudit Committee held four meetings, and the Fund.Nominating Committee held one meeting. The Board alsoDistribution Committee took into consideration the histories, reputations and backgrounds of Royce’s portfolio managers for the Fund, finding that these would likely have an impact on the continued success of such Fund. The Board also noted Royce’s ability to attract and retain qualified and experienced personnel.

In evaluating the nature, extent, and quality of the services to be provided to the Fund by Royce under the New Agreement, the Directors considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of Royce, and that Franklin Templeton and Legg Mason have advised the Board that, following the completion of the Transaction, there is not expected to be any diminutionaction in the nature, extent, and quality of the services provided to the Fund and its stockholders by Royce, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel for the Fund as a result of the Transaction. The Board also considered information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition. The Board recognized the importancerespect of the Fund having an investment adviser with access to significant organizationalfour times by written consent. Each Director then in office attended 75% or more of the aggregate of the total number of meetings of the Board and financial resources.the total number of meetings of the Audit Committee and the Nominating Committee held during that year.

Compensation of Directors

TheFor the year ended December 31, 2020, each Independent Director received a base fee of $11,000 per year, plus $500 for each in-person meeting of the Board attended. No Director received and considered information prepared internally by Royce and independently by Broadridge Financial Solutions, Inc. (“Broadridge”) using the database and methodology of Morningstar Associates, LLC containing detailed investment advisory fee, expense ratio, and investment performance comparisonsremuneration for services as a Director for the Fund with other fundsyear ended December 31, 2020 in its “peer group” and “category”addition to or in connection with its considerationlieu of this standard arrangement. Each Independent Director will continue to receive a base fee of $11,000 per year, plus $500 for each in-person meeting of the Current Agreement. The Board was provided with a description of the methodology used to determine the similarity of the Fund with the funds included in its peer group. It was noted that while the Directors found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Directors believe that risk-adjusted performance continues to be the most appropriate measure of the Fund’s investment performance and attach primary importance to risk-adjusted performance over relatively long periods of time, typically 3 to 10 years. It was also noted that the Board received and discussed with management information throughoutattended for the year at periodic intervals comparingending December 31, 2021.

Set forth below is the Fund’s performance against its benchmark and against its peers. In addition, the Board considered the Fund’s performance in light of overall financial market conditions. Where the Fund’s performance was below the median during one or more specified periods, the Board noted the explanations from Royce concerning the Fund’s relative performance versus the peer group for the various periods. The Board also reviewed and considered the Fund’s absolute total returns, monthly rolling average returns, down-market performance, and long-term performance record beyond 10 years.

Based on their review of the materials provided and the assurances they had received from Franklin Templeton, Legg Mason, and Royce, the Directors determined that the Transaction was not expected to affect adversely the nature, extent, and quality of services provided by Royce and that the Transaction was not expected to have a material adverse effect on Royce’s ability to provide those services, and the Board concluded that, overall, the nature, extent, and quality of services expected to be provided, including performance, under the New Agreement were sufficient for approval.

Investment advisory fees and expense ratios.The Board reviewed and considered the Fund’s contractual investment advisory fee rate, the actual investment advisory fee rateaggregate compensation paid by the Fund and the Fund’s total compensation paid by The Royce Funds and net operating expense ratio in lightthe Fund Complex to each Independent Director of the nature, extent, and qualityFund for the year ended December 31, 2020.

Section 16(a) of the actual investment advisory fee rate paid byExchange 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 totalequity securities, to file reports of ownership and net expense ratioschanges in ownership on Forms 3, 4 and 5 with those of funds in both the relevant expense groupSEC and a broader group of funds, each selectedthe New York Stock Exchange. Officers, Directors and greater than ten percent stockholders are required by Broadridge based on classifications provided by Morningstar. It was noted that while the Board found the Broadridge data generally useful they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board has also noted in the past that Royce managesSEC regulations to furnish the Fund in an active fashionwith copies of all Forms 3, 4 and that the Fund has historically had a high active share score. The Directors also considered fees charged by Royce to institutional and other clients and noted that, given the greater levels of services that Royce provides to registered investment companies such as the Fund as compared to other accounts, the Fund’s investment advisory fees compared favorably to these other accounts.5 they file.

In evaluatingBased solely on the costs of the services to be provided by Royce under the New Agreement, the Directors considered, among other things, whether investment advisory fees or other expenses would change as a result of the Transaction. Based on theirFund’s review of the materials providedcopies of such forms and the assurancesamendments thereto, furnished to it during or with respect to its most  recent fiscal year, and written representations from certain reporting persons that they had received from Franklin Templeton, Legg Mason, and Royce, the Directors determined that the Transaction wouldwere not increase the total fees payable by the Fund for investment advisory services.

Taking all of the above into consideration, as well as the factors identified below, the Board determined that the investment advisory fee for the Fund was reasonable in light of the nature, extent, and quality of the servicesrequired to be provided under the New Agreement.

Profitability and economies of scale.The Board considered the cost of the services provided by Royce and the profits realized by Royce from its relationship with the Fund in connection with its consideration of the Current Agreement. As part of the analysis, the Board discussed with Royce its methodology in allocating its costs to the Fund and concluded that Royce's allocations were reasonable. The Board concluded that Royce's profitsfile Form 5  with  respect to  the most recent fiscal  year, the Fund were reasonable in relationbelieves 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 nature and qualityrequirements of services provided.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.

StockOwnership 

As of the Record Date, there were 44,326,432 shares of Common Stock outstanding.

The Board also considered whether there have been economiesfollowing persons were known to the Fund to be beneficial owners or owners of scale in respectrecord of 5% or more of its outstanding shares of Common Stock as of the managementRecord Date:

To the knowledge of the Fund, whetherno person owned beneficially more than 5% of its outstanding shares of Common Stock as of the Record Date, except as listed below:

Information relating to each Director’s ownership of shares of Common Stock as of August 2, 2021 and of shares of The Royce Funds overseen by each Director is set forth below:

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

As of the Record Date, all Directors and officers of the Fund has appropriately benefited from any economies of scale and whether there is potential for realization of any further economies of scale in connection with its consideration of the Current Agreement. The Board noted the time and effort involved in managing portfolios of small- and micro-cap stocks and that they did not involve the same efficiencies as do portfolios of large-cap stocks. The Directors further noted that, as a closed-end fund, the Fund generally would not be expected to have significant inflowsgroup (12 persons) beneficially owned an aggregate of capital that might produce increasing economies of scale. The Directors concluded that the current fee structure for the Fund was reasonable and that its stockholders sufficiently participated in economies of scale and that no changes were necessary.

The Directors noted that Franklin Templeton and Legg Mason expected to realize cost savings from the Transaction based on synergies of operations. However, they noted that other factors could also affect profitability and potential economies of scale, and that it was not possible to predict with any degree of certainty how the Transaction would affect Royce’s profitability from its relationship with the Fund, nor to quantify at this time any possible future economies of scale, but the Directors noted they would continue to evaluate these matters going forward.

Other benefits to Royce. The Board considered other benefits received by Royce as a result of its relationship with the Fund, including the opportunity to offer additional products and services to Fund stockholders. In light of the costs of providing investment advisory and other services to the Fund and the ongoing commitment of Royce to the Fund, the Board considered that the ancillary benefits that Royce received were reasonable. In evaluating the fall-out benefits to be received by Royce under the New Agreement, the Directors considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Current Agreement. Based on their review of the materials provided, and their discussions with Franklin Templeton and Legg Mason, the Directors determined that those benefits could include increased ability for Franklin Templeton, Legg Mason, and Royce to distribute shares of their funds and other investment products. The Directors noted that any such benefits were difficult to quantify with certainty at this time, and indicated that they would continue to evaluate them going forward.

The Board also considered that Franklin Templeton may derive reputational and other benefits from its ability to use the Royce name in connection with operating and marketing of its funds. The Board also considered that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities.

Conclusion.After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Directors, including the Independent Directors, unanimously concluded that the New Agreement, including the fees payable thereunder, was fair and reasonable and that entering into the New Agreement was in the best interestsless than 1% of the Fund’s stockholders, and they voted to approve the New Agreement and to recommend that the Fund’s stockholders approve the New Agreement.outstanding shares of Common Stock.

Section 15(f)As of the 1940 Act

Section 15(f)August 2, 2021, no Independent Director or any of the 1940 Act permits, in the context of a change in control of an investment adviser to a registered investment company, the receipthis or her immediate family members directly or indirectly owned any securities issued by such investment adviser (orFranklin Resources, Inc., Royce’s indirect corporate parent, or any of its affiliated persons) of any amount or benefit in connection with such sale, as long as two conditions are satisfied. First, during the three-year period immediately following the sale of such interest, at least 75% of the investment company’s board of directors/trustees must not be “interested persons” of the investment adviser within the meaning of the 1940 Act. Second, there may not be imposed an “unfair burden” on the investment company as a result of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holdersaffiliates (other than fees for bona fideregistered investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services)companies).

The Board has not been advised by Royce, Legg Mason, or Franklin Templeton of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” being imposed on the Fund. Moreover, Franklin Templeton has advised the Board that it will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be satisfied with respect to the Transaction.

VoteADDITIONAL INFORMATIONRequired

General

Under the rules of the NYSE that govern brokers who have record ownership of Fund shares that are held in “street name” for their customers (i.e., the beneficial owners of Fund shares), brokers who have not received voting instructions from beneficial owners have the discretion to vote such shares on routine matters, but do not have the discretion to vote such shares on non-routine matters. With respect to Proposal No. 1, it is not expected that brokers will be permitted to vote Fund shares in their discretion.

Inspectors and Judges of Voting

Stockholders vote at the Meeting by casting ballots (in person or by proxy), which votes will be tabulated by one or two persons who were appointed by the Board before the Meeting to serve as Inspectors and Judges of Voting at the Meeting and who have executed an Inspectors and Judges Oath.

Quorum

A quorum consists of Fund stockholders is necessary to hold a valid meeting of stockholders. Under the Fund's Bylaws, a quorum will exist at the Meeting if stockholders entitled to cast at leastrepresenting a majority of the votesoutstanding shares of Common Stock entitled to be cast at the Meetingvote, who are present at the Meeting in person or by proxy. In determining whether a quorum is present atproxy, and the Meeting, the Inspectors and Judges of Voting will count sharesaffirmative vote of the Fund represented by proxies that reflect abstentions, "uninstructed shares," and the withholding of authority to vote as shares that are present and entitled to vote at the Meeting. "Uninstructed shares" are, with respect to Proposal No. 1, Fund shares held by brokers or nominees as to which the broker or nominee does not have discretionary voting power and for which the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how such shares will be voted, but for which a broker or nominee returns the proxy card without actually voting on Proposal No. 1. The Fund may request that selected brokers or nominees return proxies in respect of shares of the Fund for which the broker or nominee does not have discretionary voting power or for which voting instructions have not been received to the extent necessary to obtain a quorum at the Meeting. Thus, shares of the Fund represented by proxies that reflect abstentions, "uninstructed shares," and the withholding of authority to vote will be counted in determining (i) whether a quorum is present at the Meeting and (ii) the total number of shares present at the Meeting.

Required Vote

Approval of the New Agreement requires the affirmative voteholders of a majority of the outstanding voting securitiesshares of Common Stock entitled to vote is required to elect a Director.

The Board of Directorsof the Fundrecommendsthatallstockholdersvote“FOR” alloftheDirector nominees.

FEES PAID TO INDEPENDENT AUDITORS

Audit Fees

The aggregate fees paid to PWC in connection with the annual audit of the Fund’s financial statements and for services normally provided by PWC in connection with the statutory and regulatory filings of the Fund which is definedfor the fiscal years ended December 31, 2020 and December 31, 2019 were $37,131 and $36,442, respectively.

Audit Related Fees

No fees were paid to PWC in connection with assurance and related services related to the 1940 Act as the lesser of: (i) 67% or more of the sharesannual 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, 2020 and December 31, 2019.

Tax Fees

The aggregate fees paid for tax-related services, including preparation of tax returns, tax compliance and tax advice, rendered by PWC to the Fund for the fiscal years ended December 31, 2020 and December 31, 2019 were $10,131 and $9,933, respectively.

All OtherFees

There were no other fees billed for non-audit services rendered by PWC to the Fund for the fiscal years ended December 31, 2020 and December 31, 2019. The aggregate non-audit fees billed by PWC for services rendered to Royce and any entity controlling, controlled by, or under common control with Royce that provides ongoing services to the Fund for the fiscal years ended December 31, 2020 and December 31, 2019 were $10,131 and $9,933, respectively. The Audit Committee has determined that the provision of non-audit services is compatible with maintaining the independence of PWC.

PWC did not provide any other professional services to the Fund or Royce for the year ended December 31, 2020 except for those other professional services performed by PWC in its capacity as the independent registered public accounting firm for Legg Mason, Inc. (“Legg Mason”), an indirect corporate parent of Royce, and certain Legg Mason affiliates and for certain investment companies for which Legg Mason affiliates act as investment adviser. No representatives of PWC are expected to be present at the Meeting, ifMeeting.

Audit Committee’s Pre-ApprovalPoliciesandProcedures

The Audit Committee has adopted policies and procedures with regard to the holderspre-approval of more than 50%audit and non-audit services. On an annual basis, at the September meeting of the outstanding sharesAudit Committee, the independent auditors of the Fund are present will submit a schedule of proposed audit, audit-related, tax and other non-audit services to be rendered to the Fund and/or representedRoyce and its affiliates for the following year that require pre-approval by proxythe 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 Meeting; or (ii) more than 50%next regularly scheduled Audit Committee meeting. Services not presented for pre-approval at the September meeting of the outstanding shares ofAudit Committee will be submitted to the Fund. SharesChief Financial Officer of the Fund representedfor 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 proxies that reflect abstentions, “uninstructed shares,”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 withholdingrationale 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 authority to vote will have the same effect asAudit Committee is required for a vote against Proposal No. 1.proposed engagement involving non-audit services other than audit-related or tax.

ADDITIONAL INFORMATION

Adjournment or Postponement of MeetingMeeting; Other Matters

If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve Proposal No. 1 in the Notice of Annual Meeting of Stockholders are not received, the chairman of the Meeting may, without notice other than by announcement at the Meeting, adjourn the Meeting to a later date and time and place as permitted by the Fund'sFund’s Bylaws until a quorum shall attend or sufficient votes to approve Proposal No. 1 in the Notice of Annual Meeting of Stockholders shall be received, as applicable.received. In the event a quorum is not present at the Meeting, any such adjournment date may not be more than 120 days after the original record date (i.e., August 2, 2021).

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 MeetingFund 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, be postponed priorwithout instructions from such customers and clients, grant authority to the Meeting. If it is decided to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), any such updates will be announced by means of a press release, which will be posted on the following website: http://www.royceinvest.com. An announcement will also be filed with the Commission via its EDGAR system.

Information about Royce, Its Affiliated Broker-Dealer, Fees Paidproxies designated by the Fund to Royce and its Affiliates, and Other U.S. Registered Investment Companies Advisedvote 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 Roycevoting such shares in the same proportion as they have voted shares for which they have received instructions.

Royce.Royce, whose principal executive officesThe shares as to which the Proxies so designated are granted authority by broker-dealer firms to vote on the matters to be considered at 745 Fifth Avenue, New York, NY 10151, is responsible for the managementMeeting, 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 Fund’s assets. Royce has been investing in smaller-company securities with a value approachtotal number of votes present for more than 45 years. Royce’s assets under management were approximately $[____] billionpurposes 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 January 31, 2020.Directors.

Royce is a Delaware limited partnership. Royce’s general partner is Royce & Associates GP, LLC (“Royce GP”). Royce’s limited partners are Legg Mason Royce Holdings, LLC (“Legg Mason Royce Holdings”) and certain employees Addressof Royce GP. Royce is more than 75% owned and controlled by Legg Mason Royce Holdings. Legg Mason Royce Holdings is 100% owned and controlled by Legg Mason. The principal executive offices of Legg Mason and Legg Mason Royce Holdings are at 100 International Drive, Baltimore, Maryland 21202.Investment Adviser

Appendix D to this Proxy Statement sets forth the names and principal occupations of the members of Royce’s Board of Managers and Royce’s principal executive officers along with the names and titles of eachDirector and officer of the Fund who is an officer, employee, or director of Royce.The principal address of each individual as it relates to such duties is the same as that set forth above for Royce.

Affiliated Broker-Dealer.Royce Fund Services, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Royce, is the distributor for the various series of The Royce Fund and Royce Capital Fund, registered open-end investment companies advised by Royce. RFS’s principal office is located at 745 Fifth Avenue, New York, New York 10151.

AnnualReportDelivery

Information RelatingThe Fund’s Annual Report to Amounts and Brokerage Commissions Paid by Fund to Royce and its Affiliates. Appendix E to this Proxy Statement sets forth,Stockholders for the fiscal year ended December 31, 2019,2020 was previously mailed to its stockholders and the Semiannual Report to Stockholders for the six-month period ended June 30, 2021 will be mailed to stockholders in late August 2021. Copies of the Annual Report are available, and copies of the Semiannual Report will be available in late August 2021, upon request, without charge, by writing to the Fund at 745 Fifth Avenue, New York, New York 10151 or calling toll free at 1-800-221-4268. All publicly released material information relating to: (i) amounts paidis always disclosed by the Fund to Royce andon its affiliates and related waivers and (ii) brokerage commissions paid by the Fund to affiliated brokers. There were no other material payments by the Fund to Royce or its affiliates during that period.

Information Relating to Other U.S. Registered Investment Companies Advised by Royce. Appendix F to this Proxy Statement sets forth information relating to other U.S. registered investment companies for which Royce serves as investment adviser.website at www.royceinvest.com.

StockholderFiscal YearProposals

The fiscal year end of the Fund is December 31.

Stockholder Proposals

Proposals of stockholders intended to be presented at the Fund's 2020Fund’s 2022 Annual Meeting of Stockholders must have beenbe received by the Fund by April 14, 202012, 2022 for inclusion in the Fund'sFund’s Proxy Statement and form of Proxy for that meeting. The Fund'sFund’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 or to transact any other business from the floor at an annual meeting of stockholders. Notice of any such nomination or other business intended to be presented at the Fund's 2020Fund’s 2022 Annual Meeting of Stockholders must be in writing and have been received at the Fund'sFund’s principal executive office between April 14, 202012, 2022 and May 14, 2020.12, 2022. Written proposals should be sent to the Secretary of the Fund, 745 Fifth Avenue, New York, New York 10151.

ProxyDelivery

If you and another stockholder share the same address, the Fund may only send one proxy statement unless you or the other stockholder(s) request otherwise. Call or write the Fund if you wish to receive a separate copy of the proxy statement and the Fund will promptly mail a copy to you. You may also call or write to the Fund if you wish to receive a separate proxy in the future, or if you receive multiple copies now, and wish to receive a single copy in the future. For such requests, please call 1-800-221-4268, or write the Fund at 745 Fifth Avenue, New York, New York 10151.

PLEASEOTHER BUSINESSFILL IN,DATE

Pursuant to Maryland law and the Bylaws of the Fund, only the matters set forth in the Notice of Special Meeting, and procedural items relating to the matters set forth in the Notice of Special Meeting, may be brought before the Meeting. If any procedural matter is presented for a vote at the meeting, it is the intention of the persons named in the enclosed proxy to vote on such matter in accordance with their discretion.ANDSIGNTHEENCLOSED PROXYANDRETURN IT IN THEACCOMPANYINGPOSTAGE-PAID ENVELOPE.

Please fillYour Vote Counts! ROYCE MICRO-CAP TRUST, INC. 2021 Annual Meeting Vote by September 27, 2021 11:59 PM ET PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 D58660-P60778 You invested in date,ROYCE MICRO-CAP TRUST, INC. and signit’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy card and return itmaterial for the stockholder meeting to be held on September 28, 2021. Get informed before you vote View the Proxy Statement online OR you can receive a free paper or email copy of the material(s) by requesting prior to September 14, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the accompanying postage-paid envelope. You may also providesubject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your voting instructions via telephone orcamera here and vote without entering a control number Vote in Person at the internet by followingMeeting* September 28, 2021 3:30 PM (Eastern Time) Royce & Associates, LP 745 Fifth Avenue New York, NY 10151 *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. V1.1

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the proxy card. Please take advantage ofreverse side to vote these prompt and efficient authorization options.important matters. Board Recommends Voting Items 1. TO ELECT THE DIRECTOR NOMINEES OF ROYCE MICRO-CAP TRUST, INC. For 01) Cecile B. Harper 02) G. Peter O’Brien 2. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. D58661-P60778

Dated: May __, 2020

Appendix A

5% SHARE OWNERSHIP INFORMATION

To the knowledge of the Fund, no person owned of record more than 5% of its outstanding shares of common stock as of the Record Date, except as listed below:

To the knowledge of the Fund, no person owned beneficially more than 5% of its outstanding shares of common stock as of the Record Date, except as listed below:

Appendix B

Appendix C

FORM OF NEW INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT

BETWEEN 

ROYCE MICRO-CAP TRUST, INC.

AND

ROYCESCAN TO PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 VIEW MATERIALS & ASSOCIATES, LP

Investment Advisory Agreement made this _____ day of __________, 202_,VOTE w To vote by Internet 1) Read the Proxy Statement and between ROYCE MICRO-CAP TRUST, INC., a Maryland corporation (the “Fund”), and ROYCE & ASSOCIATES, LP, a Delaware limited partnership (formerly Royce & Associates, Inc. and Royce & Associates, LLC) (the “Adviser”).

The Fund andhave the Adviser hereby agree as follows:

1.     Duties ofproxy card below at hand. 2) Go to website www.proxyvote.com or scan the Adviser. The Adviser shall, duringQR Barcode above 3) Follow the term and subject to the provisions of this Agreement, (a) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes, and (b) provide the Fund with such investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its assets. The Adviser shall perform such duties in accordance with the applicable provisions of the Fund’s Articles of Incorporation, By-laws and stated investment objective(s), policies and restrictions and any directions it may receive from the Fund’s Board of Directors.

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

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

4.     Compensation of the Adviser.

(a)    The Fund agrees to pay to the Adviser, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a fee comprised of a basic fee (the “Basic Fee”) and an adjustment to the Basic Fee based on the investment performance ofwebsite. To vote by Telephone 1) Read the Fund in relation toProxy Statement and have the investment record ofproxy card below at hand. 2) Call 1-800-690-6903 3) Follow the Russell 2000 Index (as the same may be constituted from time to time, the “Index”). Such fee shall be calculated and payable as follows:

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

Mail 1) 2) 3) 4) TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: The Basic Fee for each such month shall be increased at the rate of 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the investment performance of the Fund for the performance period then ended exceeds the percentage change in the investment record of the Index for such performance period (subject to a maximum of twelve (12) percentage points). If, however, the investment performance of the Fund for such performance period shall be exceeded by the percentage change in the investment record of the Index for such performance period, then such Basic Fee shall be decreased at the rate of 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the percentage change in the investment record of the Index exceeds the investment performance of the Fund for such performance period (subject to a maximum of twelve (12) percentage points).

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

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

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

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

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

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

6.     Limitations on the Employment of the Adviser. The services of the Adviser to the Fund shall not be deemed exclusive, and the Adviser may engage in any other business or render similar or different services to others so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser to engage in any other business or to devote his time and attention in part to any other business, whether of a similar or dissimilar nature. So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Fund, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, and shall not be responsible for any action of or directed by the Board of Directors of the Fund orrecommends a vote FOR the proposal. 1. TO ELECT THE DIRECTOR NOMINEES OF ROYCE MICRO-CAP TRUST, INC. Read the Proxy Statement. Check the appropriate box on the proxy card below. Sign and date the proxy card. Return the proxy card in the envelope provided. D58657-P60778 For Withhold For All All All Except ! ! KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY To withhold authority to vote for any committee thereof, unless such action has been caused byindividual nominee(s), mark "For All Except" and write the Adviser’s gross negligence, willful malfeasance, bad faith or reckless disregard of its obligations and duties under this Agreement.

7.     Responsibility of Dual Directors, Officers and/or Employees. If any person who is a director, officer or employeename(s) of the Adviser isnominee(s) on the line below. ! 01) Cecile B. Harper 02) G. Peter O’Brien 2. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. Please sign exactly as your namear(s) hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or becomesguardian, please give full title as such. If a director, officer and/or employee of the Fund and acts as suchcorporation, please sign in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paidfull corporate name by the Adviser.

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

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

9.     Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the date above written and shall replace and supersede in all respects the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of December 31, 1996, by and between the Fund and the Adviser, the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of October 1, 2001 and as amended and supplemented to date, by and between the Fund and the Adviser, and the Amended and Restated Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of July 1, 2016, by and between the Fund and the Adviser. This Agreement shall remain in effect until June 30, 2022, and thereafter shall continue automatically for successive annual periods,provided that such continuance is specifically approved at least annually by (a) the vote of the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the outstanding voting securities of the Fund and the vote of the Fund’s directors, including a majority of such directors who are not parties to this Agreement or “interested persons” (as so defined) of any such party. This Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice by the vote of a majority of the outstanding voting securities of the Fund, or by the vote of a majority of the Fund’s directors or by the Adviser, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act of 1940);provided, however, that the provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any such termination.authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

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

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

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

Appendix D

Appendix E

INFORMATION REGARDING AMOUNTS AND BROKERAGE COMMISSIONS
PAID BY FUND TO ROYCE AND ITS AFFILIATES

The following table sets forth,Important Notice Regarding the Availability of Proxy Materials for the fiscal year ended December 31, 2019, information relating to: (i) amounts paid by the Fund to Royce and its affiliates and related waivers and (ii) brokerage commissions paid by the Fund to affiliated brokers.

IN THE ENCLOSED ENVELOPE.

To vote by Telephone

1) Read the Proxy Statement and have the Proxy Card below at hand.

2) Call [1-___-___-____]

3) Enter the [__]-digit control number set forth on the Proxy Card and follow the simple instructions.

To vote by Internet

1) Read the Proxy Statement and have the Proxy Card below at hand.

2) Go to Website [www.__________.com]

3) Enter the [__]-digit control number set forth on the Proxy Card and follow the simple instructions.

To vote, mark blocks below in blue or black ink as follows: x

ROYCE MICRO-CAP TRUST, INC.

Please sign exactly as your name(s) appear(s) on reverse. When shares of common stock 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.

Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

Mark box at right if an address change or         [ ]

comment has been noted on the reverse

side of this card.