<DOCUMENT>
<TYPE>EX-99.K6
<SEQUENCE>23
<FILENAME>efc2-1398_exhibitk6.txt
<TEXT>
                                                                Exhibit (k)(6)


                          INFORMATION AGENT AGREEMENT

         This document will constitute the agreement between Royce Value
Trust, Inc. (the "Fund"), with its principal executive office at 1414 Avenue
of the Americas, New York, NY 10019 and GEORGESON SHAREHOLDER COMMUNICATIONS
INC. ("GSC"), with its principal executive offices at 17 State Street, New
York, NY 10004, relating to a Rights Offer (the "OFFER") by the Fund.

The services to be provided by GSC will be as follows:


   (1)   INDIVIDUAL HOLDERS OF RECORD AND BENEFICIAL OWNERS

         Target Group. GSC estimates that it may initiate outbound or receive
         inbound telephone inquiries to or from approximately 6,670 to 8,465
         of the approximately 39,000 outstanding beneficial and registered
         shareholders. The estimate number is subject to adjustment and GSC
         may actually receive more or less telephone inquiries depending on
         the response to the OFFER.

         Inbound Telephone Calls to Provide Information. GSC will maintain
         toll-free inbound "800" lines for shareholder inquiries about the
         OFFER and GSC customer service representatives will answer any
         questions relating to information provided in the offer documents and
         will assist them in properly executing the Rights documents. The
         "800" lines will be staffed Monday through Friday between 9:00 a.m.
         and 11:00 p.m. Eastern time.

         Re-mails. GSC will coordinate re-mails of offering materials to the
         shareholders who advise us that they have discarded or misplaced the
         originally mailed materials.

         Reminder/Extension Mailing. GSC will help to coordinate any targeted
         or broad-based reminder mailing at the request of the FUND. GSC will
         mail only materials supplied by the FUND or approved by the FUND in
         advance in writing.

         Subscription Reporting. GSC will provide extensive reporting
         beginning one week prior to expiration of the OFFER or any extensions
         thereafter, which will measure shareholder participation and the
         number/percentage of shares being tendered. This reporting will be
         based solely on previously established contacts within the
         reorganization departments of participating broker/dealers.



<PAGE>


   (2)   BANK/BROKER SERVICING

         GSC will contact all banks, brokers and other nominee shareholders
         ("intermediaries") holding stock as shown on appropriate portions of
         the shareholder lists to ascertain quantities of offering materials
         needed for forwarding to beneficial owners.

         GSC will deliver offering materials by messenger to New York City
         based intermediaries and by Federal Express or other means to non-New
         York City based intermediaries. GSC will also follow-up by telephone
         with each intermediary to insure receipt of the offering materials
         and to confirm timely re-mailing of materials to the beneficial
         owners.

         GSC will maintain frequent contact with intermediaries to monitor
         shareholder response and to insure that all liaison procedures are
         proceeding satisfactorily.

         GSC will report to the FUND the date all material was shipped,
         received and distributed by participating intermediaries.


   (3)   PROJECT FEE

         In consideration for acting as Information Agent GSC will receive a
         project fee of $12,500. Terms of payment are outlined in section 7 of
         this agreement.


   4)    ESTIMATED EXPENSES

         GSC will be reimbursed by the FUND for its reasonable out-of-pocket
         expenses incurred provided that GSC submits to the FUND an expense
         report, itemizing such expenses and providing copies of all
         supporting bills in respect of such expenses. If the actual expenses
         incurred are less than the portion of the estimated high range
         expenses paid in advance by the FUND, the FUND will receive from GSC
         a check payable in the amount of the difference at the time that GSC
         sends its final invoice for the second half of the project fee.

         GSC's expenses are estimated as set forth below and the estimates are
         based largely on data provided to GSC by the FUND. In the course of
         the OFFER, the expenses and expense categories may change due to
         changes in the OFFER schedule or due to events beyond GSC's control,
         such as delays in receiving offering material and related items. In
         the event of significant change or new expenses not originally
         contemplated, GSC will notify the FUND by phone and/or by letter for
         approval of such expenses.



<PAGE>


<TABLE>
<CAPTION>
             Estimated Expenses                                                           Low Range                 High Range
             ------------------                                                           ---------                 ----------

          <S>                                                                           <C>                         <C>
             Data Handling and Preparation
             Telephone # Lookup - Account Consolidation
             Computer Match and Info. Operators (blended rate)
             13,416 @ $0.60...............................................................$8,049.00                   $8,049.00

             Outbound Telephone Calls
             5,366 to 6,036 @ $3.75 (registered and NONO holders).........................20,122.50                   22,635.00
             720 to 935 @ $4.00 (brokers, banks and intermediaries)........................2,880.00                    3,740.00

             Incoming "800" calls (shareholders, banks, brokers)
             585 to 1,169 @ $3.75..........................................................2,193.75                    4,383.75

             Distribution Expenses (includes messengers,
             freight and FedEx)............................................................3,900.00                    8,900.00

             Miscellaneous, data processing, street search,
             fax and FedEx...................................................................750.00                    1,500.00

                 Total Estimated Expenses................................................$37,895.25                  $49,207.75
</TABLE>


   (5)   PERFORMANCE

         GSC will use its best efforts to achieve the goals of the FUND but
         GSC is not guaranteeing a minimum success rate. GSC's Project Fee as
         outlined in Section 3 or Expenses as outlined in Section 4 are not
         contingent upon a specific level of participation in the OFFER.

         GSC's strategies revolve around an inbound telephone information
         campaign. The purpose of the telephone information campaign is to
         assist in raising the overall awareness amongst shareholders of the
         OFFER and help shareholders better understand the transaction. This
         in turn may result in higher overall response.

   (6)   COMPLIANCE

         The FUND will be responsible for compliance with any regulations
         required by the Securities and Exchange Commission, National
         Association of Securities Dealers or any applicable federal or state
         agencies.

         In rendering the services contemplated by this Agreement, GSC agrees
         not to make any representations, oral or written, to any shareholders
         or prospective shareholders of the FUND that are not contained in the
         FUND's Rights Offer material, unless previously authorized to do so
         in writing by the FUND.

   7)    PAYMENT

         Payment for the full fee and expenses, as outlined in sections 3 and
         4 of this agreement, will be made by the FUND and due thirty days
         after GSC sends its final invoice.



<PAGE>


   (8)   MISCELLANEOUS

         GSC will hold in confidence and will not use nor disclose to third
         parties information we receive from the FUND, or information
         developed by GSC based upon such information we receive, except for
         information which was public at the time of disclosure or becomes
         part of the public domain without disclosure by GSC or information
         which we learn from a third party which does not have an obligation
         of confidentiality to the FUND.

         In the event the project is canceled for an indefinite period of time
         after the signing of this contract and before the expiration of the
         OFFER, GSC will be reimbursed by the FUND for any expenses incurred
         and a pro rata portion of the project fee based on the number of days
         between the initial public announcement of the OFFER to the
         originally planned expiration of the OFFER.

         The Fund agrees to indemnify and hold harmless GSC and its
         stockholders, officers, directors, employees, agents and affiliates
         against any and all claims, costs, damages, liabilities, judgments
         and expenses, including the fees, costs and expenses of counsel
         retained by GSC ("Losses"), which result from claims, actions, suits,
         subpoenas, demands or other proceedings brought against or involving
         GSC which directly relate to or arise out of GSC's performance of the
         Services (except for costs, damages, liabilities, judgments or
         expenses which shall have been determined by a court of law pursuant
         to a final and nonappealable judgment to have directly resulted from
         GSC's negligence or willful misconduct. To the extent the Fund
         suffers Losses as a direct result of GSC's negligence or willful
         misconduct, GSC agrees to indemnify and hold harmless the Fund and
         its stockholders, officers, directors, employees, agents and
         affiliates. In addition the prevailing party shall be entitled to
         reasonable attorneys' fees and court costs in any action between the
         parties to enforce the provisions of this Agreement, including the
         indemnification rights contained in this paragraph. The indemnity
         obligations set forth in this shall survive the termination of this
         Agreement.


        This agreement will be governed by and construed in accordance with
the laws of the State of New York. This AGREEMENT sets forth the entire
AGREEMENT between GSC and the FUND with respect to the agreement herein and
cannot be modified except in writing by both parties.

        IN WITNESS WHEREOF, the parties have signed this AGREEMENT this _____
day of January, 2003.


ROYCE VALUE TRUST, INC.                          GEORGESON SHAREHOLDER
                                                 COMMUNICATIONS INC.




By_________________________                      By_________________________
                                                    Robert S. Brennan
                                                    Senior Vice President


</TEXT>
</DOCUMENT>
