Form N-CEN - Annual Report for Registered Investment Companies
March 11 2024 - 10:37AM
Edgar (US Regulatory)
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Royce
Micro-Cap Trust, Inc.:
In planning and performing our audit of the financial
statements of Royce Micro-Cap Trust, Inc. (the “Fund”) as of and for the year
ended December 31, 2023, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s
internal control over financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of expressing an opinion on
the effectiveness of the Fund’s internal control over financial reporting.
Accordingly, we do not express an opinion on the effectiveness of the Fund's
internal control over financial reporting.
The management of the Fund is responsible for establishing
and maintaining effective internal control over financial reporting. In
fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of controls. A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of a company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does not allow management or
employees, in the normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a
material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over
financial reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in internal
control over financial reporting that might be material weaknesses under
standards established by the PCAOB. However, we noted no deficiencies in the
Fund’s internal control over financial reporting and its operation, including
controls over safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2023.
This report is intended solely for
the information and use of the Board of Directors of Royce Micro-Cap Trust,
Inc. and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.
/s/ Pricewaterhouse Coopers LLP
New York, NY 10017
February 22, 2024
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