ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019
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IMPORTANT INFORMATION
REGARDING THE SPECIAL MEETING OF
STOCKHOLDERS
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Dear Preferred Stockholder:
At the Special Meeting of Stockholders held on Monday, March 2, 1998, the
holders of a majority of the Fund's outstanding Common Stock and of more
than two-thirds of its outstanding Preferred Stock approved Proposal 1, to
increase the frequency of Preferred Stock dividend payments from annual to
quarterly. The first quarterly dividend, which will include the extra one-
time payment of $0.05 per share, will be paid on March 23, 1998 to record
holders on March 6.
The Meeting, however, was adjourned to Monday, March 16, 1998, in order to
allow Preferred Stockholders additional time to vote on Proposal 2.
Proposal 2 would eliminate the need for stockholders of one class or series
to vote on matters which do not adversely affect that group. For example,
holders of shares of Common Stock and of any other future series of
Preferred Stock would no longer vote on future proposed changes affecting
only your Preferred Stock, and only you could accept or reject the change.
THUS, PROPOSAL 2 IS IMPORTANT TO BOTH THE FUND AND TO YOU.
YOUR VOTE AT THIS TIME MAY BE DECISIVE, AS WE ARE VERY CLOSE TO THE
REQUIRED 2/3RDS MAJORITY. Please take a few moments and vote your shares,
using any one of the following methods:.
1. By Phone: Please call Shareholder Communications
Corporation toll free at 1-800-733-8481,
Extension "439". Operators will be available to
take your vote Monday thru Friday, between the
hours of 9:00 a.m. and 11:00 p.m. Eastern Time.
2. By Fax: Fax your proxy to us toll free at 1-800-733-
1885, anytime.
3. By Mail: Return your executed proxy in the enclosed
postage paid envelope. Please utilize this
option only if Methods 1 and 2 are both
unavailable, as we may not receive your mailed
proxy by March 16, 1998.
March 4, 1998
