ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019
_________________________________________________________
REMINDER: SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 10, 1998
_________________________________________________________
Dear Common Stockholder:
We have not yet received your vote for the upcoming Special Meeting of
Stockholders scheduled to be held on February 10, 1998. It is critical that you
vote your proxy. All votes are vital no matter how many shares you hold and
YOUR SHARES CANNOT BE REPRESENTED UNLESS WE RECEIVE VOTING INSTRUCTIONS FROM
YOU! The proposals require the affirmative vote of a majority of the
outstanding shares of Common and Preferred Stock, making it critical that all
stockholders participate! In order to be represented at the meeting, we must
receive your vote on or before TUESDAY, FEBRUARY 10, 1998.
The first and more important proposal asks you to approve changes in several
financial terms of the Cumulative Preferred Stock -- the dividend payment period
and rate and the call protection period. These changes are important to you as
a Common Stockholder because they will, we believe, reduce the cost of capital
to the Fund when the Fund has another preferred stock offering, which it hopes
to do sometime in the next six months.
For your convenience, we have established three easy methods by which to
register your vote:
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. and Saturday from 12:00 p.m. to 6:00 p.m.
Eastern Time.
2. By Fax: Fax your executed proxy to us toll free
at 1-800-733-1885, anytime.
3. By Mail: Simply return your executed
proxy in the enclosed postage paid envelope.
If you have any questions regarding the proxy statement or need assistance
executing your vote, please call Shareholder Communications Corporation at the
above-mentioned number.
We urge you to act promptly in order to obtain a sufficient number of votes to
hold the meeting as scheduled and avoid the additional expenses incurred by the
Fund for further proxy solicitation.
Thank you for your consideration.
/s/ CHARLES M. ROYCE
President
