Edgar Filing: ROYCE VALUE TRUST INC

As filed with the Securities and Exchange Commission on August 25, 2003

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X] Check the appropriate box:
Filed by a Party other than the Registrant [ ] [ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

ROYCE VALUE TRUST, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

SAME AS ABOVE
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(NAME OF PERSON FILING PROXY STATEMENT)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1 (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ROYCE VALUE TRUST, INC.

1414 Avenue of the Americas
New York, NY 10019

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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TO BE HELD ON SEPTEMBER 29, 2003

To the Stockholders of:

ROYCE VALUE TRUST, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") 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 10019 on Monday,
September 29, 2003, at 12:00 p.m. (Eastern time), for the following purposes:

1. To elect four Directors to the Fund's Board:

(i) two Directors to be elected by the holders of the Fund's Common
Stock, its 7.80% Cumulative Preferred Stock and its 7.30%
Tax-Advantaged Cumulative Preferred Stock (the two series of
Cumulative Preferred Stock together will be referred to as the
"Preferred Stock"), voting together as a single class, and

(ii) two Directors to be elected only by the holders of the Fund's
Preferred Stock voting as a separate class; and

2. To transact such other business as may properly come before the Meeting
or any adjournment thereof.

The Board of Directors of the Fund has set the close of business on August
8, 2003 as the record date for determining those stockholders entitled to vote
at the Meeting or any adjournment thereof, and only holders of record at the
close of business on that day will be entitled to vote.

IMPORTANT

TO SAVE THE FUND THE EXPENSE OF ADDITIONAL PROXY SOLICITATION, PLEASE MARK
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),
EVEN IF YOU EXPECT TO BE PRESENT AT THE MEETING. IF YOU HAVE BEEN PROVIDED WITH
THE OPPORTUNITY ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM TO PROVIDE VOTING
INSTRUCTIONS VIA TELEPHONE OR THE INTERNET, PLEASE TAKE ADVANTAGE OF THESE
PROMPT AND EFFICIENT VOTING OPTIONS. The accompanying 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

August 20, 2003

PROXY STATEMENT

ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019

ANNUAL MEETING OF STOCKHOLDERS
September 29, 2003

INTRODUCTION

The enclosed Proxy is solicited on behalf of the Board of Directors for use
at the Annual Meeting of Stockholders (the "Meeting") of Royce Value Trust, Inc.
(the "Fund"), to be held at the offices of the Fund, 1414 Avenue of the
Americas, New York, New York 10019, on Monday, September 29, 2003, at 12:00 p.m.
(Eastern time) and at any adjournments thereof. The approximate mailing date of
this Proxy Statement is August 20, 2003.

All properly executed Proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, Proxies
will be voted "FOR" the election of the Director nominees of the Fund.

You may revoke your Proxy at any time before it is exercised by sending
written instructions to the Secretary of the Fund at the Fund's address
indicated above 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 Board of Directors of the Fund has set the close of business on August
8, 2003 as the record date (the "Record Date") for determining those
stockholders entitled to vote at the Meeting or any adjournment thereof, and
only holders of record at the close of business on that day will be entitled to
vote. Stockholders on the Record Date will be entitled to one vote for each
outstanding share of Common Stock, 7.80% Cumulative Preferred Stock and 7.30%
Tax-Advantaged Cumulative Preferred Stock (the two series of Cumulative
Preferred Stock together will be referred to as the "Preferred Stock" and,
together with the Common Stock, "Stock" or "shares") held (proportional voting
rights for fractional shares held), with no shares having cumulative voting
rights.

As of the Record Date, there were 48,820,753 shares of Common Stock and
6,400,000 shares of Preferred Stock of the Fund outstanding. 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 or Preferred Stock as of the
Record Date:

CLASS/SERIES AMOUNT AND PERCENT OF
NAME AND ADDRESS OF OWNER OF STOCK NATURE OF OWNERSHIP CLASS/SERIES
------------------------- -------- ------------------- ------------
Cede & Co.* Common 47,048,967 shares-- 96.37%
Depository Trust Company Record*
P.O. Box #20 7.80% Preferred 2,378,516 shares-- 99.10%
Bowling Green Station Record*
New York, NY 10028 7.30% Preferred 3,975,000 shares-- 99.38%
Record*
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*Shares held by brokerage firms, banks and other financial intermediaries on
behalf of beneficial owners are registered in the name of Cede & Co.

The Board of Directors knows of no business other than that stated in
Proposal 1 of the Notice of Meeting that will be presented for consideration at
the Meeting. If any other matter is properly presented at the Meeting or any
adjournment thereof, it is the intention of the persons named on the enclosed
proxy card to vote in accordance with their best judgment.

SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

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PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS

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ELECTION OF DIRECTORS Common and Preferred Preferred Stockholders,
Stockholders, voting voting as a separate
together as a single class, elect two
class, elect two additional Directors
Directors

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PROPOSAL 1: ELECTION OF DIRECTORS

At the Meeting, four members of the Board of Directors of the Fund will be
elected. The holders of both Common Stock and Preferred Stock, voting together
as a single class, are entitled to elect six directors. These six directors are
divided into three classes, each class having a term of three years. Each year
the term of office of one class will expire. Charles M. Royce and G. Peter
O'Brien have each been nominated by the Board of Directors for a three-year term
to expire at the Fund's 2006 Annual Meeting of Stockholders or until their
successors are duly elected and qualified. The classes of Directors are
indicated below:

NOMINEES TO SERVE UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
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Charles M. Royce
G. Peter O'Brien

DIRECTORS SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
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Donald R. Dwight
Stephen L. Isaacs

DIRECTORS SERVING UNTIL 2004 ANNUAL MEETING OF STOCKHOLDERS
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Mark R. Fetting
Richard M. Galkin

The holders of Preferred Stock, voting as a separate class, are
entitled to elect the remaining two directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified or until their earlier resignation or removal. The Board of Directors
has nominated the following two persons to continue as Directors of the Fund, to
be elected by holders of the Preferred Stock: William L. Koke and David L.
Meister.

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
service as a Director. However, if any of them become unwilling or unable to
serve, the persons named in the accompanying Proxy will vote for the election of
such other persons, if any, as the Board of Directors may nominate.

Certain biographical and other information concerning the existing
Directors and the nominees who are "interested persons" as defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act"), of
the Fund, including their designated classes, is set forth below.

TERM OF
OFFICE NUMBER
AND OF ROYCE OTHER
NAME, ADDRESS* AND POSITIONS LENGTH CURRENT TO BE FUNDS' PUBLIC
PRINCIPAL OCCUPATIONS WITH OF TIME TERM ELECTED PORTFOLIOS COMPANY
DURING PAST FIVE YEARS** AGE THE FUND SERVED EXPIRES BY OVERSEEN DIRECTORSHIPS
------------------------ --- -------- ------ ------- -- -------- ------------

Charles M. Royce*** 63 Class I 1986 2003 Common 18 None
President, Chief Investment Director and
Officer and Member of Board and Preferred
of Managers of Royce & President[dagger]
Associates, LLC and its
predecessor, Royce &
Associates, Inc.
(collectively, "R&A"),
the Fund's investment
adviser; Director and
President of the Fund,
Royce Micro-Cap Trust,
Inc. ("OTCM") and Royce
Focus Trust, Inc.
("RFT"), closed-end
diversified management
investment companies of
which R&A is the
investment adviser;
Trustee, and President of
The Royce Fund ("TRF")
and Royce Capital Fund
("RCF"), open-end
diversified management
investment companies of
which R&A is the
investment adviser (the
Fund, OTCM, RFT, TRF and
RCF collectively, "The
Royce Funds"); Secretary
and sole director of
Royce Fund Services, Inc.
("RFS"), a wholly-owned
subsidiary of R&A; and
managing general partner
of Royce Management
Company ("RMC"), the
general partner of
various private
investment limited
partnerships (until
October 2001).

Mark R. Fetting*** 48 Class II 2001 2004 Common 18 Director/
Executive Vice President Director and Trustee of
of Legg Mason, Inc. ("Legg Preferred registered
Mason"); Member of Board investment
of Managers of R&A; and companies
Division President and constituting
Senior Officer, Prudential the 22 Legg
Financial Group, Inc. and Mason Funds
related companies,
including Fund Boards and
consulting services to
subsidiary companies (from
1991 to 2000).
Mr. Fetting's prior
business experience
includes having served as
Partner, Greenwich
Associates, and Vice
President, T. Rowe Price
Group, Inc.

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* Mr. Royce's address is c/o Royce & Associates, LLC, 1414 Avenue of the
Americas, New York, New York 10019. Mr. Fetting's address is c/o Legg
Mason, Inc., 100 Light Street, Baltimore, Maryland 21202.

** Each of the existing Directors or nominees is also a director/trustee
of certain other investment companies for which R&A acts as an
investment adviser.

*** "Interested person," as defined in the Investment Company Act, of the
Fund.
[dagger] Elected by and serves at the pleasure of the Board of Directors.

Certain biographical and other information concerning the existing
Directors and nominees who are not "interested persons," as defined in the
Investment Company Act, of the Fund, including their designated classes, is set
forth below.

Donald R. Dwight 72 Class III 1998 2005 Common 18 None
President of Dwight Director and
Partners, Inc., corporate Preferred
communications
consultants; and Chairman
(from 1982 until March
1998) of Newspapers of
New England, Inc.
Mr. Dwight's prior
experience includes
having served as
Lieutenant Governor of
the Commonwealth of
Massachusetts, President
and Publisher of
Minneapolis Star and
Tribune Company, and as
Trustee of the registered
investment companies
constituting the
94 Eaton Vance Funds.

Richard M. Galkin 65 Class II 1986 2004 Common 18 None
Private investor; Director and
Mr. Galkin's prior Preferred
business experience
includes having served as
President of Richard M.
Galkin Associates, Inc.,
telecommunications
consultants, President of
Manhattan Cable
Television (a subsidiary
of Time Inc.), President
of Haverhills Inc.
(another Time Inc.
subsidiary), President of
Rhode Island Cable
Television and Senior
Vice President of
Satellite Television
Corp. (a subsidiary of
Comsat).

Stephen L. Isaacs 63 Class III 1986 2005 Common 18 None
President of The Center Director and
for Health and Social Preferred
Policy (since September
1996); Attorney and
President of Health
Policy Associates, Inc.,
consultants. Mr. Isaacs'
prior experience includes
having served as Director
of Columbia University
Development Law and
Policy Program and
Professor at Columbia
University.

William L. Koke 68 Director 2001 2003 Preferred 18 None
Financial planner with only
Shoreline Financial
Consultants. Mr. Koke's
prior business experience
includes having served as
Director of Financial
Relations of SONAT, Inc.,
Treasurer of Ward Foods,
Inc. and President of
CFC, Inc.

David L. Meister 63 Director 1986 2003 Preferred 18 None
Chairman and Chief only
Executive Officer of The
Tennis Channel (since
June 2000); and Chief
Executive Officer of
Seniorlife.com (from
December 1999 to May
2000). Mr. Meister's
prior business experience
includes having served as
a consultant to the
communications industry,
President of Financial
News Network, Senior Vice
President of HBO,
President of Time-Life
Films and Head of
Broadcasting for Major
League Baseball.

G. Peter O'Brien 57 Class I 2001 2003 Common 18 Director/
Trustee of Colgate Director and Trustee of
University, President of Preferred registered
Hill House, Inc. and investment
Managing Director/Equity companies
Capital Markets Group of constituting
Merrill Lynch & Co. (from the 22 Legg
1971 to 1999). Mason
Funds;
Director of
Renaissance
Capital
Greenwich
Fund.

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* Messrs. Dwight, Galkin, Isaacs, Koke, Meister and O'Brien's address is c/o
Royce & Associates, LLC, 1414 Avenue of the Americas, New York, New York
10019.
** Each of the above existing Directors or nominees is a director/trustee of
certain other investment companies for which R&A acts as an investment
adviser, is a member of the Fund's audit committee and will continue as a
member of the Fund's Audit Committee if re-elected a Director.

AUDIT COMMITTEE REPORT
The Board of Directors has a standing Audit Committee (the "Audit
Committee"), which consists of the Directors who are not "interested persons" of
the Fund within the meaning of Section 2(a)(19) of the Investment Company Act
and who are "independent" as defined in the listing standards of the New York
Stock Exchange (the "Independent Directors"). The current members of the Audit
Committee are Donald R. Dwight, Richard M. Galkin, Stephen L. Isaacs, William L.
Koke, David L. Meister and G. Peter O'Brien. Mr. Galkin serves as Chairman of
the Committee. Although the Board of Directors does not have a standing
compensation committee or a nominating committee, the Independent Directors
review and nominate candidates to serve as Independent Directors. The
Independent Directors generally will not consider nominees recommended by
stockholders of the Fund.

The principal purposes of the Audit Committee are the appointment,
compensation and oversight of the Fund's independent auditors including the
resolution of disagreements regarding financial reporting between fund
management and such independent auditors.

The Board of Directors has adopted an Audit Committee Charter for the Fund.
The Audit Committee also has (i) received written disclosures and the letter
required by Independence Standards Board Standard No. 1 from Tait,

Weller & Baker ("TW&B"), independent auditors for the Fund, and (ii) discussed
certain matters required to be discussed by Statements on Auditing Standards No.
61 with TW&B. The Audit Committee has considered whether the provision of
non-audit services by the Fund's independent auditors is compatible with
maintaining their independence.

At its meeting held on February 4, 2003, the Audit Committee reviewed and
discussed the audit of the Fund's financial statements as of December 31, 2002
and for the fiscal year then ended with Fund management and TW&B. Had any
material concerns arisen during the course of the audit and the preparation of
the audited financial statements mailed to stockholders and included in the
Fund's 2002 Annual Report to Stockholders, the Audit Committee would have been
notified by Fund management or TW&B. The Audit Committee received no such
notifications. At the same meeting, the Audit Committee recommended to the Board
of Directors that the Fund's audited financial statements be included in the
Fund's 2002 Annual Report to Stockholders.

COMMITTEE AND BOARD OF DIRECTORS MEETINGS
During the year ended December 31, 2002, the Board of Directors held seven
meetings and the Audit Committee held three meetings. Each Director then in
office attended 75% or more of the aggregate of the total number of meetings of
the Board of Directors held during that year and the total number of meetings of
the Audit Committee held during that year.

COMPENSATION OF DIRECTORS AND AFFILIATED PERSONS
Each Independent Director receives a base fee of $10,000 per year plus
$1,000 for each meeting of the Board of Directors attended. No Director received
remuneration for services as a Director for the year ended December 31, 2002 in
addition to or in lieu of this standard arrangement.

Set forth below is the aggregate compensation paid by the Fund and the
total compensation paid by The Royce Funds to each Independent Director of the
Fund for the year ended December 31, 2002.

PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS ESTIMATED FROM THE FUND
ACCRUED ANNUAL AND OTHER
AGGREGATE AS PART BENEFITS ROYCE FUNDS
COMPENSATION OF FUND UPON PAID TO
NAME FROM THE FUND EXPENSES RETIREMENT DIRECTORS
---- ------------- -------- ---------- ---------
Donald R. Dwight,
Director(1) $15,000 None None $65,250
Richard M. Galkin,
Director(2) 15,000 None None 65,250
Stephen L. Isaacs,
Director 15,000 None None 65,250
William L. Koke,
Director 15,000 None None 65,250
David L. Meister,
Director 15,000 None None 65,250
G. Peter O'Brien,
Director 15,000 None None 65,250

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(1) Includes $2,250 from the Fund ($9,563 from the Fund and other Royce Funds)
deferred during 2002 at the election of Mr. Dwight under The Royce Funds'
Deferred Compensation Plan for trustees/directors.

(2) Includes $15,000 from the Fund ($63,750 from the Fund and other Royce
Funds) deferred during 2002 at the election of Mr. Galkin under The Royce
Funds' Deferred Compensation Plan for trustees/directors.

OFFICERS OF THE FUND

Officers of the Fund are elected each year by the Fund's Board of
Directors. The following sets forth information concerning the Fund's officers:

NAME, ADDRESS* AND PRINCIPAL OFFICER OF
OCCUPATIONS DURING PAST FIVE YEARS AGE OFFICE** FUND SINCE
---------------------------------- --- -------- ----------

Charles M. Royce 63 President 1986
President, Member of Board of
Managers and Chief Investment
Officer of R&A, the Fund's
investment adviser; Director and
President of the Fund, OTCM and
RFT, closed-end diversified
management investment companies
of which R&A is the investment
adviser; Trustee and President
of TRF and RCF, open-end
diversified management
investment companies of which
R&A is the investment adviser;
Secretary and sole director of
RFS, a wholly-owned subsidiary
of R&A; and managing general
partner of RMC, the general
partner of various private
investment limited partnerships
(until October 2001).

John D. Diederich 52 Vice 1997
Member of Board of Managers, President
Chief Operating Officer (since and
October 2001), Chief Financial Treasurer
Officer (since March 2002) and
Managing Director of R&A; Vice
President and Treasurer of the
Fund, OTCM, RFT, TRF and RCF;
Director of Administration of
The Royce Funds; and President
of RFS.

Jack E. Fockler, Jr. 44 Vice 1995
Director of Marketing, Managing President
Director and Vice President of
R&A; Vice President of the Fund,
OTCM, RFT, TRF and RCF; and Vice
President of RFS.

W. Whitney George 45 Vice 1995
Senior Portfolio Manager, President
Managing Director and Vice
President of R&A; Vice President
of the Fund, OTCM, RFT, TRF and
RCF.

NAME, ADDRESS* AND PRINCIPAL OFFICER OF
OCCUPATIONS DURING PAST FIVE YEARS AGE OFFICE** FUND SINCE
---------------------------------- --- -------- ----------

Daniel A. O'Byrne 41 Vice 1994
Director of Administration, President
Principal and Vice President of
R&A; Vice President of the Fund,
OTCM, RFT, TRF and RCF.

John E. Denneen 36 Secretary April 2002
General Counsel (Deputy General and 1996-2001
Counsel prior to 2003), Principal,
Chief Legal and Compliance Officer
and Secretary of R&A (since March
2002); Secretary of the Fund, OTCM,
RFT, TRF and RCF (1996-2001 and
since April 2002); Associate
General Counsel, Principal and
Chief Compliance Officer of R&A
(1996-2001) and Principal of Credit
Suisse First Boston Private Equity
(2001-2002).

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* The address of each officer listed above is c/o Royce & Associates, LLC, 1414
Avenue of the Americas, New York, New York 10019.
** Elected by and serves at the pleasure of the Board of Directors.

INTERESTED PERSONS
Messrs. Royce and Fetting are "interested persons" of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act due to the positions
they hold with R&A and its affiliate Legg Mason, respectively, and their stock
ownership in Legg Mason. There are no family relationships between any of the
Fund's Directors and officers.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the officers and Directors of the Fund and persons who
own more than ten percent of a registered class of the Fund's equity securities,
to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with
the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange. Officers, Directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Fund with copies of all Forms 3, 4
and 5 they file.

Based solely on the Fund's review of the copies of such forms and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that, except as set forth below, all of its officers,
Directors, greater than ten percent beneficial owners and other persons subject

to Section 16 of the Exchange Act due to the requirements of Section 30(h) of
the Investment Company Act (i.e., any investment adviser or affiliated person of
the Fund's investment adviser), have complied with all filing requirements
applicable to them with respect to transactions in the Fund's shares during the
Fund's most recent fiscal year. Mr. Royce inadvertently made a late Form 4
filing in March 2002 reporting certain February 2002 transactions in the Fund's
shares of common stock.

STOCK OWNERSHIP
Information relating to each Director's or nominee's ownership as of August
8, 2003 in the Fund and in all registered Royce Funds overseen or to be overseen
by each Director nominee is set forth below:

---------------------------- --------------------- -----------------------------
AGGREGATE DOLLAR RANGE OF
SECURITIES IN ALL ROYCE FUNDS
AGGREGATE DOLLAR OVERSEEN BY EACH DIRECTOR
RANGE OF EQUITY NOMINEE IN THE
NAME IN THE FUND ROYCE FAMILY OF FUNDS
---------------------------- --------------------- -----------------------------
Interested Director:
---------------------------- --------------------- -----------------------------
Charles M. Royce over $100,000 over $100,000
---------------------------- --------------------- -----------------------------
Mark R. Fetting $10,001--$50,000 over $100,000
---------------------------- --------------------- -----------------------------
Non-Interested Directors:
---------------------------- --------------------- -----------------------------
Donald R. Dwight $1--$10,000 over $100,000
---------------------------- --------------------- -----------------------------
Richard M. Galkin $10,001--$50,000 over $100,000
---------------------------- --------------------- -----------------------------
Stephen L. Isaacs $10,001--$50,000 over $100,000
---------------------------- --------------------- -----------------------------
William L. Koke $50,001--$100,000 over $100,000
---------------------------- --------------------- -----------------------------
David L. Meister None over $100,000
---------------------------- --------------------- -----------------------------
G. Peter O'Brien $10,001--$50,000 over $100,000
---------------------------- --------------------- -----------------------------

As of August 8, 2003, no Independent Director or any of his immediate
family members directly or indirectly owned any securities issued by Legg Mason
or any of its affiliates (other than registered investment companies).

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 (13 persons) beneficially owned 376,439 shares of the Fund's
Common Stock, constituting .77% of the outstanding shares, and 6,000 shares of
its Preferred Stock, constituting less than .1% of the outstanding Preferred
Stock.

INFORMATION ABOUT THE FUND'S INVESTMENT ADVISER
On October 1, 2001, Royce & Associates, Inc., the Fund's investment
adviser, became an indirect wholly-owned subsidiary of Legg Mason, Inc. ("Legg
Mason"). On March 31, 2003, Royce & Associates, Inc. was merged into Royce
Holdings, LLC (a wholly-owned subsidiary of Legg Mason), which then changed its
name to Royce & Associates, LLC. As a result of this

merger, Royce & Associates, LLC became the Fund's investment adviser and a
direct wholly-owned subsidiary of Legg Mason.

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 THAT ALL STOCKHOLDERS VOTE FOR ALL
DIRECTOR NOMINEES.

ADDITIONAL INFORMATION

ADJOURNMENT OF MEETING; OTHER MATTERS
In the event that sufficient votes in favor of Proposal 1 in the Notice of
Annual Meeting of Stockholders are not received by the time scheduled for the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies for such Proposal. Any
such adjournment will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the Proposal. They will vote against
any such adjournment those proxies required to be voted against the Proposal.

While the Meeting has been called to transact any business that may
properly come before it, the Directors know of no business other than the matter
stated in the Notice of Annual Meeting of Stockholders. However, if any
additional matter properly comes before the Meeting and on all matters
incidental to the conduct of the Meeting, it is the intention of the persons
named in the enclosed Proxy to vote the Proxy in accordance with their judgment
on such matters.

The Fund expects that broker-dealer firms holding shares of the Fund in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on the
Proposal before the Meeting. The Fund understands that, under the rules of the
New York Stock Exchange, such broker-dealers may, without instructions from such
customers and clients, grant authority to the proxies designated by the Fund to
vote on the election of Directors if no instructions have been received prior to
the date specified in the broker-dealer firm's request for voting instructions.
Certain broker-dealer firms may exercise discretion over shares held in their
name for which no instructions are received by voting such shares in the same
proportion as they have voted shares for which they have received instructions.

The shares as to which the Proxies so designated are granted authority by
broker-dealer firms to vote on the matters to be considered at the Meeting, the
shares as to which broker-dealer firms have declined to vote ("broker
non-votes") and the shares as to which Proxies are returned by record
stockholders but which are marked "abstain" on any matter will be included in
the Fund's tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of stockholders exists. However,
abstentions and broker non-votes will not be counted as votes cast. Therefore,
abstentions and broker non-votes will not have an effect on the election of
Directors.

INDEPENDENT AUDITORS' FEES
The Fund paid aggregate fees of $30,000 to TW&B for the year ended December
31, 2002, for professional services rendered involving the audit of the Fund's
annual financial statements, the review of financial statements included in the
Fund's annual and semi-annual reports to stockholders and the preparation of the
Fund's tax returns. The Fund paid aggregate fees of $6,000 to TW&B for such year
for professional services rendered involving the preparation of reports to the
rating agency that provides ratings for the Preferred Stock. The investment
adviser and one of its employees paid a total of $7,500 for an analysis of the
performance of his accounts. The Audit Committee has determined that the
preparation of the rating agency reports and the performance analysis is
compatible with maintaining TW&B's independence. TW&B did not provide any other
professional services to the Fund or R&A for the year ended December 31, 2002.
No representatives of TW&B will be present at the Meeting.

ADDRESS OF INVESTMENT ADVISER
R&A's principal office is located at 1414 Avenue of the Americas, New York,
New York 10019.

ANNUAL REPORT DELIVERY
THE FUND'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31,
2002 AND SEMI-ANNUAL REPORT TO STOCKHOLDERS FOR THE SIX MONTHS ENDED JUNE 30,
2003 WERE PREVIOUSLY MAILED TO ITS STOCKHOLDERS, AND COPIES 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.

STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Fund's 2004
Annual Meeting of Stockholders must be received by the Fund by April 22, 2004
for inclusion in the Fund's Proxy Statement and form of Proxy for that meeting.
The Fund's By-laws generally require advance notice be given to the Fund in the
event a stockholder desires to nominate a person for election to the Board of
Directors or to transact any other business from the floor at an

annual meeting of stockholders. Notice of any such nomination or other
business intended to be presented at the Fund's 2004 Annual Meeting of
Stockholders must be in writing and received at the Fund's principal executive
office between April 22, 2004 and May 22, 2004. Written proposals should be sent
to the Secretary of the Fund, 1414 Avenue of the Americas, New York, New York
10019.

PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE.

By order of the Board of Directors,

John E. Denneen
Secretary

Dated: August 20, 2003

This page intentionally left blank

RVT-PS-03

ROYCE VALUE TRUST, INC.
PROXY PROXY
Common Stock
1414 Avenue of the Americas
New York, NY 10019

This Proxy is solicited on behalf of the Board of Directors.

The undersigned 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 August 8, 2003 at the Annual Meeting of Stockholders of
Royce Value Trust, Inc. to be held on September 29, 2003, and 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
Proposal 1.

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?

------------------------- -------------------------

X PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------------------------------
ROYCE VALUE TRUST, INC.

---------------------------------------------

With- For All
For hold Except
/ / / / / /

1. ELECTION OF DIRECTORS
Charles M. Royce and G. Peter O'Brien

Instruction: 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.

2. 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:

--------------------- ------------------ -----------------
CONTROL NUMBER:

-----------------

ROYCE VALUE TRUST, INC.
PROXY PROXY
7.80% Cumulative Preferred Stock
1414 Avenue of the Americas
New York, NY 10019

This Proxy is solicited on behalf of the Board of Directors.

The undersigned 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 7.80% Cumulative Preferred Stock of
the Fund held of record by the undersigned on August 8, 2003 at the Annual
Meeting of Stockholders of Royce Value Trust, Inc. to be held on September 29,
2003, and 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
Proposal 1.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

------------------------- -------------------------

X PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------------------------------
ROYCE VALUE TRUST, INC.

---------------------------------------------

With- For All
For hold Except
/ / / / / /

1. ELECTION OF DIRECTORS
Charles M. Royce, William L. Koke,
David L. Meister and G. Peter O'Brien

Instruction: 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.

2. 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:

--------------------- ------------------ -----------------

CONTROL NUMBER:

-----------------

ROYCE VALUE TRUST, INC.
PROXY PROXY
7.30% Tax-Advantaged Cumulative Preferred Stock
1414 Avenue of the Americas
New York, NY 10019

This Proxy is solicited on behalf of the Board of Directors.

The undersigned 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 7.30% Tax-Advantaged Cumulative
Preferred Stock of the Fund held of record by the undersigned on August 8, 2003
at the Annual Meeting of Stockholders of Royce Value Trust, Inc. to be held on
September 29, 2003, and 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
Proposal 1.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

------------------------- -------------------------

X PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------------------------------
ROYCE VALUE TRUST, INC.

---------------------------------------------

With- For All
For hold Except
/ / / / / /

1. ELECTION OF DIRECTORS
Charles M. Royce, William L. Koke,
David L. Meister and G. Peter O'Brien

Instruction: 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.

2. 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:

--------------------- ------------------ -----------------
CONTROL NUMBER:

-----------------