<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X] 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 Registrant)
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>
ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019
1-800-221-4268
January 2, 1998
Dear Common Stockholder:
On February 10, 1998, a Special Meeting of Royce Value Trust Stockholders will
be held to obtain approval for various changes in the provisions of the Fund's
8% Cumulative Preferred Stock.
- - You are being asked 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
some time in the next six months.
- - You are also being asked to approve a proposal that will avoid the need for
the Fund to obtain your vote on matters such as these in the future, since
such matters are ordinarily resolved when the Board fixes the terms of a
preferred stock.
These proposals have been carefully considered by the Fund's Board of Directors,
which is responsible for protecting your interests as a stockholder. THE BOARD
OF DIRECTORS BELIEVES THESE PROPOSALS ARE FAIR AND REASONABLE AND LIKELY TO
BENEFIT YOU AS A COMMON STOCKHOLDER, AND RECOMMENDS THAT YOU APPROVE THEM. If
you have any questions about either of the proposals, please call Investor
Information at 1-800-221-4268.
YOU MAY THINK YOUR VOTE IS INSIGNIFICANT, BUT EVERY VOTE IS EXTREMELY IMPORTANT.
If the Fund does not receive sufficient number of votes prior to the meeting
date, it will have additional costs for proxy solicitation and the meeting may
have to be postponed. The Fund has retained an outside firm that specializes in
proxy solicitation to assist it with any necessary follow-up. If the Fund has
not received your vote as the meeting date approaches, you may receive a
telephone call from Shareholder Communications Corporation to ask for your vote.
We hope that their telephone call does not inconvenience you. YOUR
PARTICIPATION IS EXTREMELY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU
OWN.
Thank you. We appreciate your prompt attention.
Sincerely,
/s/ Charles M. Royce
Charles M. Royce
President
<PAGE>
ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019
1-800-221-4268
January 2, 1998
Dear Preferred Stockholder:
The unique feature of your 8.00% Cumulative Preferred Stock, which allows a
portion of its dividends to receive capital gains treatment, has performed well
since its issuance in 1996. Indeed, this feature is now more valuable with the
new, lower capital gains tax rates.
The Preferred Stock, as you know, currently pays an annual dividend in December.
WE ARE ASKING YOU IN THE ENCLOSED PROXY STATEMENT TO VOTE TO CHANGE THE DIVIDEND
PAYMENTS FROM AN ANNUAL TO A QUARTERLY BASIS. We believe that this and related
changes will enhance the value of your Preferred Stock for the following
reasons:
- - BASED ON CURRENTLY AVAILABLE RATES, THE NEW SLIGHTLY LOWER QUARTERLY RATE OF
1.95% WILL GIVE YOU AN ANNUAL YIELD EQUIVALENT OF 8.03%, A YIELD IN EXCESS OF
THE PREFERRED STOCK'S ANNUAL STATED RATE OF 8%. THIS YIELD IMPROVEMENT
RESULTS FROM YOUR RECEIVING THE DIVIDENDS THROUGHOUT THE YEAR INSTEAD OF AT
THE END OF THE YEAR.
- - YOU WILL RECEIVE AN EXTRA $.05 PER SHARE WITH YOUR MARCH 1998 DIVIDEND,
THEREBY GIVING YOU YIELD EQUIVALENT PAYMENTS OF 8.25% FOR 1998.
- - YOUR PROTECTION AGAINST OPTIONAL CALLS BY THE FUND WILL BE EXTENDED BY TWO
YEARS, THUS LOCKING IN YOUR PREFERRED STOCK YIELD UNTIL AUGUST 15, 2003
DURING THIS PERIOD OF LOWERING INTEREST RATES.
WE BELIEVE THAT THE STOCK MARKET SHOULD REACT POSITIVELY TO THESE CHANGES, AND
THAT THE INCREASED VALUE WILL BE REFLECTED IN THE PREFERRED STOCK'S MARKET
PRICE. The Proxy Statement's other proposal would eliminate the need for one
group of stockholder to vote on matters such as these when they do not affect
that group. If you have any questions about either of the proposals, please
call the Fund at 1-800-221-4268.
YOU MAY THINK YOUR VOTE IS INSIGNIFICANT, BUT EVERY VOTE IS EXTREMELY IMPORTANT!
If the Fund does not receive a sufficient number of votes prior to the meeting
date, it will have additional costs for proxy solicitation and the meeting may
have to be postponed. PLEASE COMPLETE, SIGN AND MAIL YOUR PROXY CARD AS SOON AS
POSSIBLE. Your participation is extremely important, no matter how many or few
shares you own.
The Fund has retained an outside firm that specializes in proxy solicitation to
assist it with any necessary follow-up. If the Fund has not received your vote
as the meeting date approaches, you may receive a telephone call from
Shareholder Communications Corporation to ask for your vote. We hope that their
telephone call does not inconvenience you.
Thank you. We appreciate your prompt attention.
Sincerely,
/s/ Charles M. Royce
Charles M. Royce
President
<PAGE>
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
ROYCE VALUE TRUST, INC.
To the Stockholders of
ROYCE VALUE TRUST, INC.
NOTICE IS HEREBY GIVEN that a Special 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 February 10,
1998 at 2:00 p.m. (E.T.), for the following purposes:
1. To approve various amendments to the
Articles Supplementary for the Fund's Cumulative
Preferred Stock that, among other things, increase the
frequency with which dividends are payable from annually
to quarterly and extend the optional call protection
period from August 15, 2001 to August 15, 2003.
2. To approve other amendments to the Articles
Supplementary for the Fund's Cumulative Preferred Stock
limiting non-substantive voting rights and allowing Board
of Director modifications of the Articles.
3. 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 December
18, 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 and its Semi-Annual Report to Stockholders for the six months
ended June 30, 1997 were previously mailed to stockholders, and copies
of them 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 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
January 2, 1998
<PAGE>
SPECIAL MEETING OF STOCKHOLDERS
OF
ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, New York 10019
February 10, 1998
----------------------------------
PROXY STATEMENT
----------------------------------
Accompanying this Proxy Statement is a Notice of Special 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 1 and 2 in the Notice of Special
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. 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 Royce & Associates, Inc. ("Royce"), the Fund's
investment adviser, may solicit Proxies personally and by telephone, if
deemed desirable. The Fund has engaged the services of Shareholder
Communications Corporation, at a cost of $7,500 plus out-of-pocket
expenses, for help in securing stockholder representation at the
meeting.
On December 18, 1997, the record date for the meeting, there were
27,526,356 shares of Common Stock and 2,400,000 shares of Cumulative
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 Cumulative Preferred Stock are entitled to one vote on each
item of business at the meeting. Stockholders vote at the Special
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 Voting 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 Cumulative Preferred Stock as of the record date:
NAME AND ADDRESS CLASS AMOUNT AND NATURE PERCENTAGE
OF OWNER OF STOCK OF OWNERSHIP OF CLASS
- ----------------------------- ------------ ---------------------- ----------
Yale University ................Common 2,758,709 shares -- 10.0%
451 College Street Beneficial (sole voting
P.O. Box 1074 Yale Station and investment power)
New Haven, CT 06520
Depository Trust Company ...... Common 25,566,078 shares -- Record 92.9%
Cede & Co.
P.O. Box 20 Preferred 2,363,408 shares -- Record 98.5%
Bowling Green Station
New York, NY 10274
1. INCREASING THE FREQUENCY OF CUMULATIVE PREFERRED
STOCK DIVIDEND PAYMENTS FROM ANNUALLY TO QUARTERLY,
EXTENDING THE OPTIONAL CALL PROTECTION PERIOD FROM
AUGUST 15, 2001 TO AUGUST 15, 2003 AND RELATED AMENDMENTS
(Proposal 1)
When the Fund offered and sold the 2,400,000 shares of its 8%
Cumulative Preferred Stock (the "Cumulative Preferred Stock") in
August 1996, it was limited by the Investment Company Act of 1940
to paying dividends on the Cumulative Preferred Stock only once
per year. Thus, dividends on the Cumulative Preferred Stock, at
the annual rate of 8% of the initial liquidation preference of
$25 per share, are payable when, as and if declared by the Board
of Directors, out of funds legally available therefor, annually
on December 23 of each year, to holders of record on the
preceding December 6. If the Fund's annual 8% dividend rate had,
instead, been payable quarterly when the Cumulative Preferred
Stock was offered and sold in August 1996, the equivalent
dividend rate would have been 7.77%.
On June 11, 1997, the Fund obtained an exemptive order from the
Securities and Exchange Commission permitting it to pay its
capital gains dividends on a quarterly basis, which is the usual
payment schedule for many preferred stock issues. Therefore, the
Fund is proposing to make the dividends on the Cumulative
Preferred Stock payable quarterly, at the annual rate of 7.80%
(an annual yield equivalent of 8.03% on the $25 liquidation
preference, assuming reinvestment in a similar instrument at a
currently available rate). The payment dates would be fixed at
March 23, June 23, September 23 and December 23 of each year,
commencing on March 23, 1998, and the record dates for these
payments would be the preceding March 6, June 6, September 6 and
December 6.
In order to provide an additional incentive for Cumulative
Preferred Stockholders to vote for this change, the Fund will, if
stockholders approve this Proposal 1, add $.05 per share to the
dividend payable to Cumulative Preferred Stockholders on March
23, 1998, so that they may expect to receive yield equivalent
payments of 8.25% in 1998.
The Fund is also proposing to increase the Cumulative Preferred
Stock's optional call protection period by two years in
conjunction with changing the dividend cycle from an annual to a
quarterly pay. Thus, if this Proposal 1 is approved by the
Fund's stockholders, the Fund could, at its option, redeem the
Cumulative Preferred Stock only commencing August 15, 2003 and
thereafter. (The Cumulative Preferred Stock would continue to be
redeemable at the option of the Fund prior to August 15, 2003, to
the extent necessary for the Fund to continue to qualify for
Federal income tax treatment as a regulated investment company.)
<PAGE>
The change in the Cumulative Preferred Stock's dividend cycle
from an annual to a quarterly pay and the two year extension of
its optional call protection period will financially benefit the
Cumulative Preferred Stockholders at a minimal expense to Common
Stockholders. However, based on information Royce has obtained
from third parties and on its own analysis, Royce believes that
these costs to Common Stockholders will be more than offset if
and when the Fund again employs leverage through the offering and
sale of additional shares of its preferred stock, either of the
same series as shares of the Cumulative Preferred Stock or of a
new series. Specifically, Royce believes that the effective
dividend rate on any shares of preferred stock that may be issued
and sold by the Fund in the future will be lower if the
Cumulative Preferred Stock were to have a quarterly dividend
feature, as proposed. (A lower dividend rate would, of course,
benefit Common Stockholders). Royce has also concluded that the
combination of the float represented by the 2,400,000 shares of
Cumulative Preferred Stock already outstanding and a longer
optional call protection period for the Cumulative Preferred
Stock should make the issuance and sale of additional shares of
that series more attractive to new investors. For these reasons
and because the Fund intends, based on current market conditions,
to issue and sell additional shares of its preferred stock
sometime during the next six months, Royce recommended to the
Board of Directors, and the Board of Directors is recommending to
the Fund's Cumulative Preferred Stockholders and Common
Stockholders, that Proposal 1 be approved.
The future issuance and sale of additional shares of the
Cumulative Preferred Stock is facilitated by a related amendment
to the Articles Supplementary for the Cumulative Preferred Stock,
also covered by this Proposal 1, that would designate 7,600,000
of the 47,600,000 authorized but unissued shares of the Fund's
preferred stock as authorized but unissued shares of the
Cumulative Preferred Stock.
The proposed amendments to the Articles Supplementary for the
Cumulative Preferred Stock, marked to show the changes covered by
this Proposal 1, are attached to this Proxy Statement as Exhibit
A.
2. LIMITING NON-SUBSTANTIVE VOTING RIGHTS UNDER,
AND ALLOWING BOARD OF DIRECTOR MODIFICATION OF,
ARTICLES SUPPLEMENTARY
(Proposal 2)
Under the Articles Supplementary for the Cumulative Preferred
Stock, which are part of the Fund's Charter, the Fund may not
amend, alter or repeal any provision of the Charter so as to
materially adversely affect any of the contract rights expressly
set forth in the Charter of Cumulative Preferred Stockholders
without the affirmative vote of the holders of two-thirds of such
shares. A two-thirds vote of such holders is, therefore,
required to approve Proposal 1 and this Proposal 2. In addition,
Fund stockholder approval of these Proposals also requires a
separate vote of a majority of the Fund's outstanding shares of
Common Stock and Cumulative Preferred Stock, voting together as a
single class. This Proposal 2 is designed to dispense with any
such separate vote by the Common Stock, the Cumulative Preferred
Stock and any other class or series of the Fund's capital stock
on any future proposed amendment to the Articles Supplementary,
unless the amendment would materially adversely affect any of the
contract rights expressly set forth in the Charter of the Common
Stock, the Cumulative Preferred Stock or any other class or
series of the Fund's capital stock. Thus, if this Proposal 2 is
approved by the Fund's stockholders, holders of the Fund's Common
Stock and of any other series of its preferred stock will no
longer be entitled to vote on any future proposed amendments to
the Articles Supplementary for the Cumulative Preferred Stock
similar to those covered by Proposal 1.
The Board of Directors believes that Proposal 2 will, if
approved by the Fund's stockholders, add flexibility to the
operation of the Fund's capital structure and reduce the cost to
the Fund of soliciting proxies whenever the Board would like to
effect changes to the financial or other terms of a class and/or
series of the
<PAGE>
Fund's preferred stock that involve primarily that class and/or
series and are of a type that the Board, acting alone, could have
placed in the Charter when it authorized the class and/or series
of preferred stock involved.
The Board is also seeking, as part of this Proposal 2,
authority to amend the Articles Supplementary, without the vote
of Cumulative Preferred Stockholders or of Common Stockholders,
to resolve any inconsistency or ambiguity or remedy any formal
defect, so long as the proposed amendment would not materially
adversely affect any of the contract rights expressly set forth
in the Charter of Cumulative Preferred Stockholders or Common
Stockholders, or, so long as the Fund is subject to the Moody's
Rating Agency Guidelines for the Cumulative Preferred Stock,
adversely affect Moody's then current rating on the Cumulative
Preferred Stock.
The proposed amendments to the Articles Supplementary for the
Cumulative Preferred Stock, marked to show the changes covered by
this Proposal 2, are also included in Exhibit A to this Proxy
Statement.
Votes Required
The votes required for approvals of Proposals 1 and 2 are (i) two-
thirds of the Fund's outstanding shares of Cumulative Preferred Stock,
voting as a separate class, plus (ii) a majority of the Fund's
outstanding shares of Common Stock and Cumulative Preferred Stock,
voting together as a single class.
The Board of Directors recommends votes FOR Proposals 1 and 2.
3. OTHER BUSINESS
Management knows of no business to be brought before the meeting
other than Proposals 1 and 2 in the Notice of the Special 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.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Fund's
1999 Annual Meeting of Stockholders must be received by the Fund by
November 20, 1998, for inclusion in the Fund's Proxy Statement and form
of Proxy relating to that meeting.
ADDITIONAL INFORMATION
Royce & Associates, Inc., the Fund's investment adviser, is
located at 1414 Avenue of the Americas, New York, New York 10019.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE
<PAGE>
LEGEND: TEXT BETWEEN "*" INDICATES STRIKE THROUGH (DELETED TEXT)
AND TEXT BETWEEN "#" INDICATES UNDERLINE (ADDED TEXT) ON MAILING
TO STOCKHOLDERS.
EXHIBIT A
PROPOSED AMENDMENTS
TO
ARTICLES SUPPLEMENTARY
FOR
CUMULATIVE PREFERRED STOCK
FIRST: Pursuant to authority expressly vested in the Board
of Directors of the Corporation by Article FIFTH of the Charter
of the Corporation, the Board of Directors has authorized the
issuance of a series of *2,400,000* #10,000,000# shares of
preferred stock, par value $.001 per share, of the Corporation
designated as the " *8%* #7.80%# Cumulative Preferred Stock"
(the "Cumulative Preferred Stock") and has provided for the
issuance of shares of such series.
SECOND: The preferences, voting powers, rights,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of shares of the Cumulative
Preferred Stock of the Corporation, as set by the Board of
Directors, are as follows:
ARTICLE I
DEFINITIONS
Unless the context or use indicates another or different
meaning or intent, the following terms when used in these
Articles Supplementary shall have the meanings set forth below,
whether such terms are used in the singular or plural and
regardless of their tense:
* * *
"Cumulative Preferred Stock" means the *8%* #7.80%#
Cumulative Preferred Stock, par value $.001 per share, of the
Corporation.
* * *
ARTICLE II
CUMULATIVE PREFERRED STOCK
1. Dividends.
(a) Holders of shares of #the# Cumulative Preferred Stock
shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available therefor,
cumulative cash dividends at the annual rate of *8%* #7.80%#
per share (computed on the basis of a 360-day year consisting of
twelve 30-day months) of the initial Liquidation Preference of
$25.00 per share on the Cumulative Preferred Stock and no more,
payable *annually on* #quarterly# on March 23, June 23,
September 23 and December 23 in each year (each, a "Dividend
Payment Date"), commencing *December* #March# 23, *1996*
#1998# (or, if any such day is not a Business Day, then on the
next succeeding Business Day) to holders of record of #the#
Cumulative Preferred Stock as they appear on the stock register
of the Corporation at the close of business on the preceding
#March 6, June 6, September 6 and# December 6 (or, if any such
day is not a Business Day, then on the next succeeding Business
Day), as the case may be, in preference to dividends on shares of
Common Stock and any other capital stock of the Corporation
ranking junior to #the# Cumulative Preferred Stock in payment
of dividends. Dividends on shares of Cumulative Preferred Stock
shall accumulate from the date on which #the first# such shares
#of Cumulative Preferred Stock# are originally issued ("Date of
Original Issue"). Each period beginning on and including a
Dividend Payment Date (or the Date of Original Issue, in the case
of the first dividend period after issuance of such shares) and
ending on but excluding the next succeeding Dividend Payment Date
is referred to herein as a "Dividend Period." Dividends on
account of arrears for any past
<PAGE>
Dividend Period may be declared and paid at any time, without
reference to any Dividend Payment Date, to holders of record on
such date, not exceeding 30 days preceding the payment date
thereof, as shall be fixed by the Board of Directors.
* * *
3. Redemption.
Shares of the Cumulative Preferred Stock shall be redeemed
by the Corporation as provided below:
* * *
(b) Optional Redemptions.
Prior to August 15, *2001* #2003#, the Corporation may, at
its option, redeem shares of #the# Cumulative Preferred Stock
at the Redemption Price per share only if and to the extent that
any such redemption is necessary, in the judgment of the
Corporation, to maintain the Corporation's status as a regulated
investment company under Subchapter M of the Code. Commencing
August 15, *2000* #2003# and at any time and from time to time
thereafter, the Corporation may, at its option, to the extent
permitted by the 1940 Act, Maryland law, the Indenture and any
other agreements in respect of indebtedness of the Corporation to
which it may be a party or by which it may be bound, redeem the
Cumulative Preferred Stock in whole or in part at the Redemption
Price per share.
* * *
4. Voting Rights.
* * *
#(1)# Right to Vote with Respect to Certain Other Matters.
(1) So long as any shares of #the# Cumulative
Preferred Stock are outstanding, the Corporation shall not,
without the affirmative vote of the holders of two-thirds of the
shares of Cumulative Preferred Stock outstanding at the time,
voting separately as one class, amend, alter or repeal the
provisions of the Charter, whether by merger, consolidation or
otherwise, so as to materially adversely affect any of the
contract rights expressly set forth in the Charter of holders of
shares of #the# Cumulative Preferred Stock. The Corporation
shall notify Moody's ten Business Days prior to any such vote
described above. Unless a higher percentage is provided for
under the Charter, the affirmative vote of the holders of a
majority of the outstanding shares of Preferred Stock, including
#the# Cumulative Preferred Stock, voting together as a single
class, will be required to approve any plan of reorganization
adversely affecting such shares or any action requiring a vote of
security holders under Section 13(a) of the 1940 Act. For
purposes of the preceding sentence, the phrase "vote of the
holders of a majority of the outstanding shares of Preferred
Stock" shall have the meaning set forth in the 1940 Act. The
class vote of holders of shares of Preferred Stock, including
Cumulative Preferred Stock, described above, will be in addition
to a separate vote of the requisite percentage of shares of
Common Stock and shares of Preferred Stock, *including
Cumulative Preferred Stock;* voting together as a single class,
necessary to authorize the action in question. An increase in
the number of authorized shares of Preferred Stock pursuant to
the Charter or the issuance of additional shares of any series of
Preferred Stock (including the Cumulative Preferred Stock)
pursuant to the Charter shall not in and of itself be considered
to adversely affect the contract rights of the holders of
Cumulative Preferred Stock.
#(2) Notwithstanding the foregoing, and except as
otherwise required by the 1940 Act, (i) the holders of
outstanding shares of the Cumulative Preferred Stock shall be
entitled as a class, to the exclusion of the holders of all other
securities, including other Preferred Stock, Common Stock and
other classes of capital stock of the Corporation, to vote on
matters affecting the Cumulative Preferred Stock that do not
materially adversely affect any of the contract rights of holders
of such other securities, including other Preferred Stock, Common
Stock and other classes of capital stock of the Corporation, as
expressly set forth in the Charter, and (ii) the holders of
outstanding shares of the Cumulative Preferred Stock shall not be
entitled to vote on matters affecting any other Preferred Stock
that do not materially adversely affect the contract rights of
holders of the Cumulative Preferred Stock, as expressly set forth
in the Charter.#
<PAGE>
* * *
8. Limitation on Incurrence of Additional
Indebtedness and Issuance of Additional Preferred
Stock.
* * *
(b) So long as any shares of #the# Cumulative Preferred
Stock are outstanding, the Corporation may issue and sell
#additional shares of Cumulative Preferred Stock authorized
hereby and/or# shares of one or more other series of Preferred
Stock constituting a series of a class of senior securities of
the Corporation representing stock under Section 18 of the 1940
Act in addition to the shares of #the# Cumulative Preferred
Stock, provided that (i) if the Corporation is using the proceeds
(net of all offering expenses payable by the Corporation) of such
additional Preferred Stock to purchase all or a portion of the
shares of #the# Cumulative Preferred Stock or to redeem or
otherwise refinance all or a portion of the shares of #the#
Cumulative Preferred Stock, any other Preferred Stock and/or any
indebtedness of the Corporation then outstanding, then the
Corporation shall, immediately after giving effect to the
issuance of such additional Preferred Stock and to its receipt
and application of the proceeds thereof, have an "asset coverage"
for all senior securities which are stock, as defined in Section
18(h) of the 1940 Act, of at least 250% of the shares of #the#
Cumulative Preferred Stock and all other Preferred Stock of the
Corporation then outstanding, or (ii) if the Corporation is using
the proceeds (net of all offering expenses payable by the
Corporation) of such additional Preferred Stock for any other
purpose, then the Corporation shall, immediately after giving
effect to the issuance of such additional Preferred Stock and to
its receipt and application of the proceeds thereof, have an
"asset coverage" for all senior securities which are stock as
defined in Section 18(h) of the 1940 Act of at least 300% of the
shares of #the# Cumulative Preferred Stock and all other
Preferred Stock of the Corporation then outstanding, and, in the
case of either (i) or (ii) above, (iii) no such additional
Preferred Stock shall have any preference or priority over any
other Preferred Stock of the Corporation upon the distribution of
the assets of the Corporation or in respect of the payment of
dividends.
#ARTICLE III
ABILITY OF BOARD OF DIRECTORS TO MODIFY THE ARTICLES
SUPPLEMENTARY
To the extent permitted by law, the Board of Directors, without
the vote of the holders of the Cumulative Preferred Stock or any
other capital stock of the Corporation, may amend the provisions
of these Articles Supplementary to resolve any inconsistency or
ambiguity or to remedy any formal defect so long as the amendment
does not materially adversely affect any of the contract rights
of holders of the Cumulative Preferred Stock or any other capital
stock of the Corporation, as expressly set forth in the Charter,
or, if the Corporation has not previously terminated compliance
with the provisions hereof with respect to Moody's pursuant to
paragraph 7 of Article II hereof, adversely affect the then
current rating on the Cumulative Preferred Stock by Moody's.#
*The foregoing amendments may be implements may be
implemented by amending the Articles Supplementary for the
Cumulative Preferred Stock or by amending and restating them.*
<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 December 18, 1997, at the Special Meeting of
Stockholders to be held on February 10, 1998, 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 and 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on other side. 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>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
______________________________________
ROYCE VALUE TRUST, INC.
COMMON STOCK
__________________________________ For Against Abstain
1. PROPOSAL TO APPROVE VARIOUS AMENDMENTS TO
ARTICLES SUPPLEMENTARY FOR PREFERRED STOCK,
INCLUDING AN INCREASE IN FREQUENCY OF
DIVIDEND PAYMENTS AND EXTENSION OF OPTIONAL
CALL PROTECTION PERIOD. (Page 2)
2. PROPOSAL TO AMEND ARTICLES SUPPLEMENTARY
FOR PREFERRED STOCK AS TO NON-SUBSTANTIVE
VOTING RIGHTS AND BOARD MODIFICATIONS. (Page 3)
3. THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change or comment
has been noted on the reverse side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
PREFERRED STOCK ROYCE VALUE TRUST, INC. PREFERRED STOCK
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 December 18, 1997, at the Special Meeting of
Stockholders to be held on February 10, 1998, 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 and 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on other side. 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>
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
______________________________________
ROYCE VALUE TRUST, INC.
PREFERRED STOCK
__________________________________ For Against Abstain
1. PROPOSAL TO APPROVE VARIOUS AMENDMENTS TO
ARTICLES SUPPLEMENTARY FOR PREFERRED STOCK,
INCLUDING AN INCREASE IN FREQUENCY OF
DIVIDEND PAYMENTS AND EXTENSION OF OPTIONAL
CALL PROTECTION PERIOD. (Page 2)
2. PROPOSAL TO AMEND ARTICLES SUPPLEMENTARY
FOR PREFERRED STOCK AS TO NON-SUBSTANTIVE
VOTING RIGHTS AND BOARD MODIFICATIONS. (Page 3)
3. THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
Please be sure to sign and date this Proxy. Date:
Mark box at the right if an address change or comment
has been noted on the reverse side of this card.
Stockholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
January 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Royce Value Trust, Inc.
File No. 811-4875
Gentlemen:
Enclosed for filing pursuant to Rule 14a-6 under the Securities Exchange Act of
1934, as amended, are the definitive copies of the Notice of Meeting, Proxy
Statement and form of proxy in connection with the Special Meeting of
Stockholders of Royce Value Trust, Inc. (the "Fund"), to be held on February 10,
1998. At the request of Mr. Briccio Barrientos, the SEC staff member who
reviewed the Fund's preliminary proxy material, the Fund hereby represents that
Shareholders Communications Corporation has informed the Fund that, in
connection with the Fund's Special Stockholder Meeting, it will conduct any and
all telephone solicitations of proxies in accordance with the guidelines set
forth in the February 16, 1996 Generic Comment letter to Registrants from the
SEC staff.
The foregoing materials are scheduled to be mailed to Fund stockholders today.
Should you have any questions or comments please call me at (212) 508-4578.
Sincerely,
/s/ John E. Denneen
John E. Denneen
Secretary
JED:rw
Enclosures
