Royce Micro Cap Trust : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2024, the Board of Directors (the "Board") of Royce Micro-Cap Trust, Inc., a registered closed-end management investment company (the "Fund"), adopted amended and restated bylaws of the Fund (the "Amended and Restated Bylaws"), effective as of April 19, 2024. Among other things, the amendments effected by the Amended and Restated Bylaws:

●	Expressly provide for stockholder meetings by remote communication;

●	Clarify that the Board or the President designates the chairman of all stockholder meetings and the Board and the chairman of the meeting have the power to regulate conduct at the stockholder meeting;

●	Clarify stockholder meeting adjournment procedures;

●	Clarify procedures relating to the use of proxies;

●	Provide that special meetings of the Board may be called on less than 24 hours' notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances;

●

Clarify that the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, is the sole and exclusive forum for any action asserting a claim against the Fund or any director or officer or other employee of the Fund arising pursuant to federal law; and

●	Make various other updates, including ministerial and conforming changes.

The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.