SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ROYCE VALUE TRUST, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Regi
strant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date filed:
<PAGE>
PRELIMINARY PROXY MATERIAL
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ROYCE VALUE TRUST, INC.
To the Stockholders of
ROYCE VALUE TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of ROYCE VALUE TRUST, INC. (the "Fund") will be held
at the offices of the Fund, 1414 Avenue of the Americas, New
York, New York, on April 29, 1997 at 1:00 p.m. (E.T.), for the
following purposes:
1. To elect a board of five directors, three to be
elected by the holders of both the Fund's Common Stock
and its 8% Cumulative Preferred Stock ("Preferred
Stock") voting together as a single class, and two to
be elected only by the holders of the Fund's Preferred
Stock.
2. To approve two changes in the Fund's fundamental
investment policies to permit the Fund to lend its
portfolio securities and to invest the cash collateral
for such loans in the restricted shares of registered
money market funds.
3. To ratify the selection of Ernst & Young LLP as
independent public accountants of the Fund for the year
ending December 31, 1997.
4. To transact such other business as may come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
March 13, 1997 as the record date for the determination of those
stockholders entitled to vote at the meeting, and only holders of
record at the close of business on that day will be entitled to
vote.
The Fund's Annual Report to Stockholders for the year ended
December 31, 1996 was previously mailed to stockholders, and
copies of it are available upon request, without charge, by
writing to the Fund at 1414 Avenue of the Americas, New York, New
York 10019 or calling toll free at 1-800-221-4268.
IMPORTANT
To save the Fund the expense of additional proxy
solicitation, if you do not now expect to be present at the
meeting, please insert your instructions on the enclosed Proxy,
date and sign it and return it in the enclosed envelope (which
<PAGE>
requires no postage if mailed in the United States). The Proxy is
solicited on behalf of the Board of Directors, is revocable and
will not affect your right to vote in person in the event that you
attend the meeting.
By order of the Board of Directors,
John E. Denneen
Secretary
March __, 1997
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, New York 10019
Tuesday, April 29, 1997
_____________________________
PROXY STATEMENT
_____________________________
Accompanying this Proxy Statement is a Notice of Annual
Meeting of Stockholders and a form of Proxy for the meeting
solicited on behalf of the directors of Royce Value Trust, Inc.
(the "Fund").
The Proxy may be revoked at any time before it is exercised
by written instructions to the Fund or by filing a new Proxy with
a later date, and any stockholder attending the meeting may vote
in person, whether or not he or she has previously filed a Proxy.
The shares represented by all properly executed Proxies received
in time for the meeting will be voted. Where a stockholder has
specified a choice on the Proxy with respect to Proposals 2 and 3
in the Notice of Annual Meeting, his or her shares will be voted
accordingly. If no directions are given, the stockholder's
shares will be voted in favor of these Proposals. Unless
authority to vote for all nominees or for an individual nominee
pursuant to Proposal 1 is specifically withheld, the Proxy will
be voted for the election of all of the persons nominated by the
Board of Directors to become directors. The cost of soliciting
proxies will be borne by the Fund, which will reimburse brokerage
firms, custodians, nominees and fiduciaries for their expenses in
forwarding proxy material to the beneficial owners of the Fund's
shares. Some officers and employees of the Fund and/or Quest
Advisory Corp. ("Quest"), the Fund's investment adviser, may
solicit Proxies personally and by telephone, if deemed desirable.
The Fund may engage the services of a professional solicitor,
such as Shareholder Communications Corporation, for help in
securing stockholder representation at the meeting.
On March 13, 1997, the record date for the meeting, there
were 26,348,378 shares of Common Stock and 2,400,000 shares of
Preferred Stock of the Fund outstanding. The stockholders
entitled to vote are those of record on that date. Shares of
both the Common Stock and the Preferred Stock are entitled to one
vote on each item of business at the meeting. Stockholders vote
at the Annual Meeting by casting ballots (in person or by proxy)
which are tabulated by one or two persons, appointed by the Board
of Directors before the meeting, who serve as Inspectors and
Judges of Election at the meeting and who have executed an
Inspectors and Judges Oath. Neither abstentions nor broker non-
votes are counted in the tabulation of such votes.
<PAGE>
The following persons were known to the Fund to be
beneficial owners or owners of record of 5% or more of its
outstanding shares of Common Stock and Preferred Stock as of the
record date
Class Amount and Nature Percentage
Name and Address of Owner of Stock of Ownership of Class
Yale University Common 2,683,151 shares-- 10.8%
451 College Street Beneficial (sole voting
P.O. Box 1074 Yale Station and investment power)
New Haven, CT 06520
Depository Trust Company Common ____ shares-Record __%
Cede & Co.
P.O. Box 20 Bowling Preferred ____ shares-Record __%
Green Station
New York, NY 10274
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
Common Preferred
Proposal Stockholders Stockholders
1 Common and Preferred Stockholders, voting together
as a single class, elect 3 directors
Preferred Stockholders,
voting as a separate
class, elect 2
additional directors
2 Common and Preferred Stockholders, voting together
as a single class
Preferred Stockholders
also vote as a separate
class
3 Common and Preferred Stockholders, voting together as a
single class
1. ELECTION OF DIRECTORS (Proposal 1)
At the meeting, it is proposed to elect five directors, each
director to hold office until the next Annual Meeting of
Stockholders and until his successor shall have been elected and
qualifies. The holders of both the Common Stock and the Preferred
Stock, voting together as a single class, are entitled to elect
<PAGE>
three directors. The holders of the Preferred Stock, voting as a
separate class, are entitled to elect the remaining two
directors. The Fund's Board of Directors has nominated the
following five persons, each of whom has served as a director
since July 1986, to become directors of the Fund. Certain
information concerning them is set forth below. Each of these
persons has agreed to serve if elected, and the Fund's management
has no reason to believe that any of them will be unavailable for
election as a director. However, if any of them become unwilling
or unable to serve, the persons named in the accompanying form of
Proxy will vote for the election of such other persons, if any,
as the Board of Directors may nominate.
Positions With
Name Age The Fund Elected By
Charles M. Royce ...... 57 Director, President Common and
and Treasurer Preferred
Thomas R. Ebright ...... 52 Director Preferred only
Richard M. Galkin ...... 58 Director Common and
Preferred
Stephen L. Isaacs ...... 57 Director Common and
Preferred
David L. Meister ...... 57 Director Preferred only
A total of six meetings of the Board of Directors were held
during the year ended December 31, 1996, and each director
attended 75% or more of the meetings.
The Board of Directors has an Audit Committee, comprised of
Richard M. Galkin, Stephen L. Isaacs and David L. Meister, which
is responsible for recommending the selection and nomination of
the independent auditors of the Fund and for conducting post-
audit reviews of the Fund's financial condition with the
auditors. The Audit Committee held two meetings during the year
ended December 31, 1996, and each member of the Audit Committee
attended both of the meetings. The Board of Directors does not
have any other standing committees.
There are no family relationships between any of the Fund's
directors and officers.
As of the record date, the Fund's directors beneficially
owned the following shares of its Common Stock:
Name of Director Amount Percentage of Class
Charles M. Royce ............ ____ shares __%
Thomas R. Ebright ............ None N/A
<PAGE>
Richard M. Galkin ............ None N/A
Stephen L. Isaacs ............ None N/A
David L. Meister ............ None N/A
Mr. Royce has sole voting power and sole investment power as
to the shares beneficially owned by him. As of the record date,
all directors and officers of the Fund as a group (9 persons)
beneficially owned ________ shares of the Fund's Common Stock,
constituting __% of the class, and no shares of its Preferred
Stock.
Business Experience
Set forth below is certain information as to the principal
business experience of the Fund's directors during the past five
years.
Charles M. Royce is the President, Secretary, Treasurer and
sole director and sole voting shareholder of Quest, the
investment adviser to the Fund. He has served as Quest's
President and Treasurer for more than 24 years. Mr. Royce also
manages three private investment partnerships through Quest
Management Company ("QMC"), a registered investment adviser, of
which he is the managing general partner.
Thomas R. Ebright has been a Vice President of Quest for
more than 15 years. He has also been President, Treasurer, a
director and principal shareholder of Royce, Ebright &
Associates, Inc., the investment adviser to a series of The Royce
Fund, since June 1994. He was a general partner of QMC and its
predecessor until June 1994. Mr. Ebright is also a director of
Atlantic Pro Sports, Inc. and of the Strasburg Rail Road Co.
since March 1993 and was the President and principal owner of
Baltimore Professional Hockey, Inc. until May 1993.
Richard M. Galkin is a private investor and the President of
Richard M. Galkin Associates, Inc., telecommunications
consultants.
Stephen L. Isaacs is an attorney, President of The Center
for Health and Social Policy since September 1996 and President
of Stephen L. Isaacs Associates, consultants. He was a Director
of the Columbia University Development Law and Policy Program and
a Professor at Columbia University until August 1996.
David L. Meister is a consultant in the communications
industry. He was an executive officer of Digital Planet Inc.
from April 1991 to December 1992.
Mr. Royce is also President and Treasurer of Royce Micro-Cap
Trust, Inc. ("OTCM"), Royce Global Trust, Inc. ("RGT") and The
Royce Fund ("TRF"), registered management investment companies.
Messrs. Royce, Ebright, Galkin, Isaacs and Meister are also
directors/trustees of OTCM and TRF, and Messrs. Royce, Galkin,
Isaacs and Meister are also directors of RGT. Mr. Ebright is
also a Vice President of TRF and a Vice President and Treasurer,
and Mr. Royce is also the sole shareholder and director and
<PAGE>
Secretary, of Quest Distributors, Inc., the distributor of TRF's
shares.
Messrs. Royce and Ebright are "interested persons" of the
Fund within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940.
In addition to Mr. Royce, three Vice Presidents of the Fund
are also officers of Quest.
Remuneration of Directors and Officers
Set forth below is the compensation paid by the Fund and the
three other registered investment companies comprising The Royce
Funds to each director for the year ended December 31, 1996.
Aggregate Total Compensation
Compensation From From the Fund and
Director the Fund Other Royce Funds
Charles M. Royce $ 0 $ 0
Thomas R. Ebright 0 0
Richard M. Galkin 16,000 64,000
Stephen L. Isaacs 16,000 64,000
David L. Meister 16,000 64,000
Each of the Fund's non-affiliated directors receives a base
fee of $10,000 per year plus $1,000 for each meeting of the Board
of Directors attended. No director of the Fund received
remuneration for services as a director for the year ended
December 31, 1996 in addition to or in lieu of this standard
arrangement.
Vote Required
A quorum consists of stockholders representing a majority of
the outstanding shares of the Fund's Common Stock and/or
Preferred Stock, as the case may be, entitled to vote who are
present in person or by proxy, and a plurality of all of the
votes cast at a meeting at which a quorum is present is
sufficient to elect a director.
The Board of Directors recommends a vote FOR all nominees.
2. APPROVAL OF CHANGES IN FUNDAMENTAL POLICIES
TO PERMIT THE FUND TO LEND ITS PORTFOLIO
SECURITIES AND TO INVEST THE COLLATERAL FOR SUCH
LOANS IN RESTRICTED SHARES OF REGISTERED MONEY
MARKET FUNDS ((PROPOSAL 2)
<PAGE>
Securities Lending Transactions
The Fund is currently prohibited by its fundamental
investment restrictions from making loans (including loans of
portfolio securities), except to the extent that purchases of
certain debt obligations are considered loans. Such fundamental
investment restriction may not be changed without the affirmative
vote of the holders of a majority of the Fund's outstanding
Common Stock and Preferred Stock voting together as a single
class and by the holders of a majority of the Fund's outstanding
Preferred Stock voting as a separate class. The Fund proposes to
amend this investment restriction to enable it to lend its
portfolio securities. Such loans would be made to brokers,
dealers and other financial institutions, and would be
continuously secured by cash or other allowable forms of
collateral equal at all times to at least 100% of the value of
the securities loaned. No securities loans would be made if, as
a result, the aggregate of such loans would exceed 25% of the
value of the Fund's total assets taken at their then current
value.
The purpose of lending the Fund's portfolio securities would
be to attempt to increase the Fund's income. The Fund would
continue to be entitled to receive the dividends, interest or
other distributions on the securities loaned and could also
receive additional income, as noted below.
Loans of portfolio securities by the Fund would be subject
to certain guidelines prescribed, and from time to time modified,
by the staff of the S.E.C. Under present guidelines, the
borrower must provide the Fund with collateral equal at all times
to at least 100% of the value of the securities loaned. If the
market value of the loaned securities increases beyond the value
of the collateral, the borrower must provide the Fund with
additional collateral; if that value declines, the borrower is
entitled to the return of its collateral to the extent of the
decline. Under present guidelines, the types of collateral
permitted include cash, short-term Government securities and
letters of credit.
The Fund could increase its income in connection with
portfolio securities loans in several ways. First, the Fund
could receive a negotiated loan fee from the borrower. The
second method (not available when letters of credit are used as
collateral) is to invest cash collateral in certain securities
and receive interest on them or to receive interest on the
securities held as collateral; in either case, the interest
received may be shared with the borrower.
The Fund expects to enter into an agreement with State
Street Bank and Trust Company, the custodian of the Fund's
assets, which will provide finder's, custodial and administrative
services to the Fund in connection with the Fund's securities
lending activities. For these services, State Street will be
entitled to receive reasonable fees, which may include a portion
of the loan fee paid by the borrower and a portion of earnings
for investments of cash collateral or earnings on the securities
held as collateral.
The risks of lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in
receiving additional collateral or in the recovery of the loaned
securities or the possible loss of rights in the collateral
should the borrower fail financially. Loans of portfolio
<PAGE>
securities would be made to firms deemed by the Fund to be of
good credit standing and would not be made unless, in Quest's
judgment, the earnings from such loans would justify the risk.
Under the terms of the securities loans which the Fund would
make, the Fund would have the right to call the loan at any time.
At the present time, the guidelines permit the voting rights
attendant to the securities loaned to pass to the borrower,
although they require that such loans be called so that the
securities may be voted by the Fund if a material event affecting
the investment is to occur.
The Board of Directors believes that the authority to lend
portfolio securities may enhance the Fund's earning potential and
is, therefore, in the best interest of the Fund and its
stockholders. Consequently, the Board of Directors, subject to
the approval of the stockholders at this Meeting, adopted the
following change in the Fund's fundamental investment policies
(new language is underscored):
"The Fund may not:
8. Make loans, except for (a) purchases of
portions of issues of publicly distributed bonds,
debentures and other securities, whether or not such
purchases are made on the original issuance of such
securities, (b) repurchase agreements with any bank
that is the custodian of its assets covering U.S.
Treasury and agency obligations and having a term of
not more than one week, and (c) except that the Fund
may loan up to 25% of its assets to qualified brokers,
dealers or institutions for their use relating to short
sales or other security transactions (provided that
such loans are secured by collateral equal at all times
to at least 100% of the value of the securities
loaned)."
Investing Cash Collateral For Securities Lending Transactions
The Fund also currently has the following fundamental
investment policy, which may not be changed without the
affirmative vote of the holders of a majority of the Fund's
outstanding Common Stock and Preferred Stock voting together as a
single class and by the holders of a majority of the Fund's
outstanding Preferred Stock voting as a separate class:
"The Fund may not invest in restricted securities."
It is proposed to change this policy to read in its entirety
as follows:
"The Fund may not invest in restricted
securities unless such securities are redeemable
shares issued by money market funds registered
under the Investment Company Act of 1940."
Loans of the Fund's portfolio securities would have to be
<PAGE>
fully collateralized by securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities or by cash.
When the collateral is cash, the Fund would be responsible for
investing it.
If the Fund is able to engage in securities lending
transactions, it will have the opportunity to invest such cash
collateral in a money market fund sponsored by its custodian
bank. Although the money market fund is registered under the
Investment Company Act of 1940, its shares are offered for sale
only in private placement transactions to certain institutional
investors such as the Fund. Its shares are not registered under
the Securities Act of 1933 and, therefore, constitute restricted
securities.
Allowing the Fund to invest in the shares of such a money
market fund will enable the Fund to realize more income from its
securities lending transactions.
Vote Required
The vote required for approval of Proposal 2 is (a) a
majority of the Fund's outstanding shares of Common Stock and
Preferred Stock, voting together as a single class, plus (b) a
majority of the Fund's outstanding shares of Preferred Stock,
voting as a separate class. Such majorities are computed as the
lesser of (i) 67% of the shares of Common Stock and/or Preferred
Stock, as the case may be, present or represented at the meeting
(assuming that more than 50% of such shares are present or
represented) or (ii) more than 50% of the outstanding shares of
Common Stock and/or Preferred Stock, as the case may be.
The Board of Directors recommends a vote FOR Proposal 2.
3. RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 3)
At the meeting, the stockholders will be asked to ratify the
selection by the Board of Directors, including a majority of the
directors who are not "interested persons" (as such term is
defined in the Investment Company Act of 1940), of Ernst & Young
LLP, independent auditors, to serve as the Fund's auditors for
the year ending December 31, 1997.
Ernst & Young LLP has informed the Fund that neither Ernst &
Young LLP nor any of its partners has any direct or indirect
financial interest in the Fund except as auditors and independent
public accountants. Ernst & Young LLP served as the Fund's
independent public accountants for the year ended December 31,
1996. Representatives of Ernst & Young LLP are not expected to
be present at the meeting, but have been given an opportunity to
make a statement if they so desire, and will be available should
any matter arise requiring their participation.
Vote Required
<PAGE>
Ratification of the selection of Ernst & Young LLP as the
independent public accountants of the Fund requires the
affirmative vote of a majority of the outstanding shares of the
Fund's Common Stock and Preferred Stock, voting together as a
single class, present or represented at the meeting (assuming
that more than 50% of the shares are present or represented).
The Board of Directors recommends a vote FOR Proposal 3.
4. OTHER BUSINESS
Management knows of no business to be brought before the
meeting other than Proposals 1, 2 and 3 in the Notice of the
Annual Meeting. If other matters do come before the meeting, it
is intended that the shares represented by Proxies will be voted
in accordance with the judgment of the person or persons
exercising at the meeting the authority conferred by the Proxies.
ADDITIONAL INFORMATION
Quest Advisory Corp., the Fund's investment adviser, is
located at 1414 Avenue of the Americas, New York, New York 10019.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the
Fund's 1998 Annual Meeting of Stockholders must be received by
the Fund by ________, 1998, for inclusion in the Fund's Proxy
Statement and form of Proxy relating to that meeting.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE
<PAGE>
COMMON STOCK ROYCE VALUE TRUST, INC. COMMON STOCK
1414 Avenue of the Americas
New York, NY 10019
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned, a Common Stockholder of Royce Value Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting
in absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse, all shares of Common Stock of the Fund held of
record by the undersigned on March 13, 1997, at the Annual Meeting of
Stockholders to be held on April 29, 1997, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1, 2 and 3.
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on reverse. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
<PAGE>
PLEASE MARK VOTES
X AS IN THIS EXAMPLE
ROYCE VALUE TRUST, INC.
COMMON STOCK
Please be sure to sign and date this Proxy. Date
Stockholder sign here Co-owner sign here
1. ELECTION OF DIRECTORS
(Page 2) With- For All
For hold Except
Charles M. Royce,
Richard M. Galkin
and Stephen L. Isaacs
If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the nominee's name. Your
shares will be voted for the remaining nominees.
For Against Abstain
2. PROPOSAL TO APPROVE TWO CHANGES IN THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES.
(Page 4)
3. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)
4. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Mark box at right if an address change or comment has been noted
on the reverse side of this card.
RECORD DATE SHARES:
<PAGE>
PREFERRED STOCK ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned, a Preferred Stockholder of Royce Value Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse, all shares of the 8% Cumulative Preferred Stock of the Fund
held of record by the undersigned on March 13, 1997, at the Annual Meeting
of Stockholders to be held on April 29, 1997, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be voted
FOR Proposals 1, 2 and 3.
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on reverse. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
<PAGE>
PLEASE MARK VOTES
X AS IN THIS EXAMPLE
ROYCE VALUE TRUST, INC.
PREFERRED STOCK
Please be sure to sign and date this Proxy. Date
Stockholder sign here Co-owner sign here
1. ELECTION OF DIRECTORS
(Page 2)
With- For All
For hold Except
Charles M. Royce, Thomas R. Ebright,
Richard M. Galkin, Stephen L. Isaacs,
and David L. Meister
If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's name.
Your shares will be voted for the remaining nominees.
For Against Abstain
2. PROPOSAL TO APPROVE A CHANGE IN THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES.
(Page 4)
3. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)
4. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
Mark box at right if an address change or comment has been noted
on the reverse side of this card.
RECORD DATE SHARES:
<PAGE>
Royce Value Trust, Inc.
1414 Avenue of the Americas
New York, NY 10019
(212) 355-7311
February 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Royce Value Trust, Inc.
File No. 811-4870
CIK No. 000804116
Ladies and Gentlemen:
Enclosed herewith for filing pursuant to Rule 14a-6 under
the Securities Exchange Act of 1934, as amended, are the Notice
of Meeting and Preliminary Proxy Statement and form of proxy, to
be sent to stockholders of Royce Value Trust, Inc. (the "Fund")
in connection with the Fund's Annual Meeting scheduled to be held
on April 29, 1997.
The Proxy Statement covers the election of directors and the
appointment of auditors. It also seeks stockholder approval of a
change in the Fund's stated investment policy concerning
restricted securities.
The Fund expects to mail its definitive proxy materials to
stockholders promptly after the March 13, 1997 record date for
the meeting.
If you have any questions or comments with respect to the
enclosed materials, please contact John E. Denneen at (212) 508-
4578.
Sincerely,
S/JOHN E. DENNEEN
John E. Denneen
Secretary
