<DOCUMENT>
<TYPE>EX-99.J2
<SEQUENCE>13
<FILENAME>efc2-1398_exhibitj2.txt
<TEXT>
                                                                Exhibit (j)(2)



                                 AMENDMENT TO
                              CUSTODIAN CONTRACT

          Amendment to Custodian Contract between ROYCE VALUE TRUST, INC., a
corporation organized and existing under the laws of Maryland, having a
principal place of business at 1414 Avenue of the Americas, New York, NY 10019
(hereinafter called the "Fund"), and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at 225
Franklin Street, Boston, Massachusetts 02110 (hereinafter called the
"Custodian").

          WHEREAS: The Fund and the Custodian are parties to a Custodian
Contract dated October 20, 1986 (the "Custodian Contract");

          WHEREAS: The Fund desires that the Custodian issue a letter of
credit (the "Letter of Credit") on behalf of the Fund for the benefit of ICI
Mutual Insurance Company (the "Company") in accordance with the Continuing
Letter of Credit and Security Agreement and that the Fund's obligations to the
Custodian with respect to the Letter of Credit shall be fully collateralized
at all times while the Letter of Credit is outstanding by, among other things,
segregated assets of the Fund equal to 125% of the face amount of the Letter
of Credit;

          WHEREAS: The Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and

          WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian
with respect to the Letter of Credit and to amend the Custodian Contract to
provide for the establishment and maintenance thereof;

          WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the
Custodian Contract as follows:

          1.   Capitalized terms used herein without definition shall have the
               meanings ascribed to them in the Custodian Contract.

          2.   The Fund hereby instructs the Custodian to establish and
               maintain a segregated account (the "Letter of Credit Custody
               Account") for and in behalf of the Fund as contemplated by
               Section 2.11 for the purpose of collateralizing the Fund's
               obligations under this Amendment to the Custodian Contract.

          3.   The Fund shall deposit with the Custodian and the Custodian
               shall hold in the Letter of Credit Custody Account cash, U.S.
               government securities and other high-grade debt securities
               owned by the Fund acceptable to the Custodian (collectively
               "Collateral Securities") equal to 125% of the face amount which
               the Company may draw under the Letter of Credit. Upon receipt
               of such Collateral Securities in the Letter of Credit Custody
               Account, the Custodian shall issue the Letter of Credit to the
               Company.

<PAGE>

          4.   The Fund hereby grants to the Custodian a security interest in
               the Collateral Securities from time to time in the Letter of
               Credit Custody Account (the "Collateral") to secure the
               performance of the Fund's obligations to the Custodian with
               respect to the Letter of Credit, including, without limitation,
               under Section 5-114(3) of the Uniform Commercial Code. The Fund
               shall register the pledge of Collateral and execute and deliver
               to the Custodian such powers and instruments of assignment as
               may be requested by the Custodian to evidence and perfect the
               limited interest in the Collateral granted hereby.

          5.   The Collateral Securities in the Letter of Credit Custody
               Account may be substituted or exchanged (including
               substitutions or exchanges which increase or decrease the
               aggregate value of the Collateral) only pursuant to Proper
               Instructions from the Fund after the Fund notifies the
               Custodian of the contemplated substitution or exchange and the
               Custodian agrees that such substitution or exchange is
               acceptable to the Custodian, and the Custodian shall not
               unreasonably withhold such agreement.

          6.   Upon any payment made pursuant to the Letter of Credit by the
               Custodian to the Company for the account of the Fund, the
               Custodian may withdraw from the Letter of Credit Custody
               Account Collateral Securities in an amount equal in value to
               the amount actually so paid. The Custodian shall have with
               respect to the Collateral so withdrawn all of the rights of a
               secured creditor under the Uniform Commercial Code as adopted
               in the Common-wealth of Massachusetts at the time of such
               with-drawal and all other rights granted or permitted to it
               under law.

          7.   The Custodian will transfer upon receipt all income earned on
               the Collateral to the Fund custody account unless the Custodian
               receives Proper Instructions from the Fund to the contrary.

          8.   Upon the drawing by the company of all amounts which may become
               payable to it under the Letter of Credit for the account of the
               Fund and the withdrawal of all Collateral Securities with
               respect thereto by the Custodian pursuant to Section 6 hereof,
               or upon the termination of that portion of the Letter of Credit
               issued for its account by the Fund with the written consent of
               the Company, the Custodian shall transfer any Collateral
               Securities then remaining in the Letter of Credit Custody
               Account to another Fund custody account.

          9.   Collateral held in the Letter of Credit Custody Account shall
               be released only in accordance with the provisions of this
               Amendment to Custodian Contract. The Collateral shall at all
               times until withdrawn pursuant to Section 6 hereof remain the
               property of the Fund, subject only to the extent of the
               interest granted herein to the Custodian.



                                      2
<PAGE>

          10.  Notwithstanding any other termination of the Custodian
               Contract, the, Custodian Contract shall remain in full force
               and effect with respect to the Letter of Credit Custody Account
               until transfer of all Collateral securities pursuant to Section
               8 hereof.

          11.  The Custodian shall be entitled to reasonable compensation for
               its issuance of the Letter of Credit and for its services in
               connection with the Letter of Credit Custody Account as agreed
               upon from time to time between the Fund and the Custodian.

          12.  The Custodian Contract as amended hereby, shall be governed by,
               and construed and interpreted under, the laws of the
               Commonwealth of Massachusetts.

          13.  The parties agree to execute and deliver all such further
               documents and instruments and to take such further action as
               may be required to carry out the purposes of the Custodian
               Contract, as amended hereby.

          14.  Except as provided in this Amendment to Custody Contract, the
               Custodian Contract shall remain in full force and effect,
               without amendment or modification, and all applicable
               provisions of the Custodian Contract, as amended hereby,
               including, without limitation, Section 8 thereof, shall govern
               the Letter of Credit Custody Account and the rights and
               obligations of the Fund and the Custodian under this Amendment
               to Custodian Contract. No provision of this Amendment to
               Custodian Contract shall be deemed to constitute a waiver of
               any rights of the Custodian under the Custodian Contract or
               under law.

          IN WITNESS WHEREOF, each of the parties has caused this Amendment
to Custodian Contract to be executed in its name and behalf by its duly
authorized representatives and its seal to be hereunder affixed as of the ____
day of December, 1987.

ATTEST:                                   ROYCE VALUE TRUST, INC.



By:  _________________________            By   _________________________
                                               Charles M. Royce, President

ATTEST:                                   STATE STREET BANK AND TRUST COMPANY



By:   __________________________          By   _________________________
      Assistant Secretary                      Vice President



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