ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019
_________________________________________________________
REMINDER: SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 10, 1998
_________________________________________________________
PREFERRED STOCKHOLDERS ASKED TO APPROVE QUARTERLY DIVIDENDS
Dear Preferred 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 two-thirds of the
outstanding shares of 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 as a Preferred Stockholder to
vote on increasing the frequency of dividend payments from ANNUAL TO QUARTERLY.
Based on recently available rates, the new quarterly rate of 1.95% will give you
an annual yield equivalent of 8.03%, which is in excess of the Preferred Stock's
stated annual rate of 8.00%. AS AN ADDED INCENTIVE, IF THE PROPOSAL IS APPROVED
BY STOCKHOLDERS, YOU WILL RECEIVE AN ADDITIONAL $.05 PER SHARE WITH YOUR MARCH
23, 1998 DIVIDEND, THEREBY GIVING YOU YIELD EQUIVALENT PAYMENTS TOTALING 8.25%
FOR 1998.
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
