<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>rvt_73222-def14a.txt
<DESCRIPTION>ROYCE PROXY
<TEXT>


                            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

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

                        TO BE HELD ON SEPTEMBER 29, 2005

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 Thursday,
September 29, 2005, at 10:00 a.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 and its 5.90% Cumulative Preferred Stock (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
19, 2005 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.


<PAGE>

                                    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 29, 2005


<PAGE>

                                 PROXY STATEMENT

                             ROYCE VALUE TRUST, INC.
                           1414 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10019

                         ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 29, 2005

                                  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 Thursday, September 29, 2005, at 10:00
a.m. (Eastern time) and at any adjournments thereof. The approximate mailing
date of this Proxy Statement is August 29, 2005.

     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 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, LLC,
the Fund's investment adviser, may solicit proxies personally and by telephone,
if deemed desirable. Shareholders vote at the 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.

     The Board of Directors of the Fund has set the close of business on August
19, 2005 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, and 5.90% Cumulative Preferred Stock


<PAGE>

(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 53,571,345 shares of Common Stock and
8,800,000 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        51,774,740             96.6%
Depository Trust Company                       shares--Record*
P.O. Box #20                5.90% Preferred    8,800,000 shares--      100%
Bowling Green Station                          Record*
New York, NY 10028
   -----------
* 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

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

    PROPOSAL                COMMON STOCKHOLDERS       PREFERRED STOCKHOLDERS

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

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


                                       2
<PAGE>

                        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 seven directors. These seven 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. Donald R. Dwight and Stephen
L. Isaacs have each been nominated by the Board of Directors for a three-year
term to expire at the Fund's 2008 Annual Meeting of Stockholders or until their
successors are duly elected and qualified. It should be noted that Donald R.
Dwight is scheduled to retire from the Board in accordance with the Board's
retirement policy on December 31, 2005. The classes of Directors are indicated
below:

CLASS III DIRECTOR NOMINEES TO SERVE UNTIL 2008 ANNUAL MEETING OF STOCKHOLDERS
------------------------------------------------------------------------------
Donald R. Dwight
Stephen L. Isaacs

CLASS II DIRECTORS SERVING UNTIL 2007 ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------
Mark R. Fetting
Richard M. Galkin
Arthur S. Mehlman

CLASS I DIRECTORS SERVING UNTIL 2006 ANNUAL MEETING OF STOCKHOLDERS
-------------------------------------------------------------------
Charles M. Royce
Peter O'Brien

     The holders of Preferred Stock, voting as a separate class, are entitled to
elect 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.

                                       3
<PAGE>

     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.

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

Charles M. Royce***            65  Class I     1986        2006    Common       23     Director of
  President, Chief Investment      Director                         and                Technology
  Officer and Member of Board        and                         Preferred             Investment
  of Managers of Royce &          President+                                          Capital Corp.
  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. ("RMT") 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, RMT, 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).
</TABLE>

                                       4
<PAGE>

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

Mark R. Fetting***             50  Class II    2001        2007    Common       23      Director/
   Senior Executive Vice           Director                         and                 Trustee of
   President of Legg Mason,                                      Preferred              registered
   Inc. ("Legg Mason");                                                                 investment
   Member of Board of                                                                   companies
   Managers  of R&A; and                                                               constituting
   Division President and                                                                 the 23
   Senior Officer, Prudential                                                           Legg Mason
   Financial Group, Inc. and                                                              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.
</TABLE>

  ----------------
   * 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 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.
   + 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.

     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.

                                       5
<PAGE>

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

Donald R. Dwight               74  Class III   1998        2005    Common       23         None
   President of Dwight             Director                         and
   Partners, Inc., corporate                                     Preferred
   communications
   consultants; Chairman
   (from 1982 until March
   1998) and Chairman
   Emeritus (since 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              67  Class II    1986        2007    Common       23         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).
</TABLE>

                                       6
<PAGE>

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

Stephen L. Isaacs              65  Class III   1986        2005    Common       23         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                70  Director    2001        2005  Preferred      23         None
   Private investor.                                               only
   Mr. Koke's prior business
   experience includes having
   served as President of
   Shoreline Financial
   Consultants, Director of
   Financial Relations of
   SONAT, Inc., Treasurer of
   Ward Foods, Inc. and
   President of CFC, Inc.

Arthur S. Mehlman              63  Class II    2004        2007   Common        23       Director/
   Director of The League          Director                         and                  Trustee of
   for People with                                               Preferred             the registered
   Disabilities, Inc.;                                                                   investment
   Director of University of                                                             companies
   Maryland Foundation and                                                              constituting
   University of Maryland                                                                  the 23
   College Park Foundation                                                               Legg Mason
   (non-profits). Partner,                                                                 Funds;
   KPMG LLP (international                                                              Director of
   accounting firm)                                                                      Municipal
   (1972-2002).  Formerly,                                                               Mortgage
   Director of Maryland                                                                 Equity, LLC
   Business Roundtable for
   Education (July 1984 -
   June 2002).
</TABLE>

                                       7
<PAGE>

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

David L. Meister               65  Director    1986        2005  Preferred      23          None
  Private Investor.                                                only
  Chairman and Chief
  Executive Officer of The
  Tennis Channel (June 2000
  - March 2005); 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               59  Class I     2001        2006    Common       23        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 23
  1971 to 1999).                                                                         Legg Mason
                                                                                           Funds;
                                                                                         Director of
                                                                                         Renaissance
                                                                                           Capital
                                                                                          Greenwich
                                                                                            Fund;
                                                                                         Director of
                                                                                         Technology
                                                                                         Investment
                                                                                          Capital
                                                                                            Corp.
</TABLE>

----------------
 * Messrs. Dwight, Galkin, Isaacs, Koke, Mehlman, 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. Messrs. Dwight, Galkin, Isaacs, Koke, Mehlman, Meister and O'Brien
   are each a member of the Fund's Audit Committee and its Nominating Committee.

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

                                       8
<PAGE>

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, Arthur S. Mehlman (since April 15, 2004), David L. Meister and
G. Peter O'Brien. Mr. Galkin serves as Chairman of the Audit Committee and Mr.
Mehlman has been designated as the Audit Committee Financial Expert, as defined
under Securities and Exchange Commission regulations.

     The principal purposes of the Audit Committee are to (i) oversee the
accounting and financial reporting processes of the Fund and the Fund's internal
control over financial reporting; (ii) oversee the integrity of the Fund's
financial statements and the independent audit thereof; (iii) oversee, or, as
appropriate, assist Board oversight of, the Fund's compliance with legal and
regulatory requirements that relate to the Fund's accounting and financial
reporting, internal control over financial reporting, and independent audits;
and (iv) be responsible for the appointment compensation, retention, and
oversight of the Fund's independent accountants, including the resolution of
disagreements regarding financial reporting between Fund management and such
independent accountants. The Board of Directors has adopted an Audit Committee
Charter for the Fund, which was previously filed as an Exhibit to the proxy
statement filed with the Securities and Exchange Commission on behalf of the
Fund on August 18, 2004.

     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 10, 2005, the Audit Committee reviewed and
discussed the audit of the Fund's financial statements as of December 31, 2004
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 2004 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 2004 Annual Report to Stockholders.

NOMINATING COMMITTEE

     The Board of Directors has a Nominating Committee composed of the seven
Independent Directors, namely Messrs. Dwight, Galkin, Isaacs, Koke,

                                       9
<PAGE>

Mehlman (since April 15, 2004), Meister and O'Brien. The Board of Directors has
adopted a Nominating Committee Charter for the Fund, which was previously filed
as an Exhibit to the proxy statement filed with the Securities and Exchange
Commission on behalf of the Fund on August 18, 2004. The Nominating Committee
met three times during the fiscal year ended December 31, 2004. On April 14,
2004, the Nominating Committee unanimously voted to recommend Arthur S. Mehlman
for election to the Fund's Board of Directors. Mr. Mehlman was unanimously
elected a Director by the Fund's full Board of Directors on April 15, 2004. As
of the Record Date, the Nominating Committee has not met during 2005.

     The Nominating Committee is responsible for identifying and recommending to
the Board of Directors individuals believed to be qualified to become Board
members in the event that a position is vacated or created. The Nominating
Committee will consider Director candidates recommended by stockholders. In
considering potential Nominees, the Nominating Committee will take into
consideration (i) the contribution which the person can make to the Board, with
consideration given to the person's business and professional experience,
education and such other factors as the Committee may consider relevant; (ii)
the character and integrity of the person; (iii) whether or not the person is an
"interested person" as defined in the Investment Company Act and whether the
person is otherwise qualified under applicable laws and regulations to serve as
a Director or Independent Director of the Fund; (iv) whether or not the person
has any relationships that might impair his independence, such as any business,
financial or family relationships with Fund management, the investment adviser
of the Fund, Fund service providers or their affiliates; (v) whether or not the
person is financially literate pursuant to the New York Stock Exchange's audit
committee membership standards; (vi) whether or not the person serves on boards
of, or is otherwise affiliated with, competing financial service organizations
or their related investment company complexes; (vii) whether or not the person
is willing to serve as, and willing and able to commit the time necessary for
the performance of the duties of, a Director of the Fund; and (viii) whether or
not the selection and nomination of the person would be consistent with the
requirements of the Fund's retirement policies.

     To have a candidate considered by the Nominating Committee, a stockholder
must submit the recommendation in writing and must include biographical
information and set forth the qualifications of the proposed nominee. The
stockholder recommendation and information described above must be sent to the
Fund's Secretary, John E. Denneen, c/o Royce Value Trust, Inc., 1414 Avenue of
the Americas, New York, NY 10019.

     Although the Board of Directors does not have a standing compensation
committee, the Independent Directors review compensation annually.

                                       10
<PAGE>

COMMITTEE AND BOARD OF DIRECTORS MEETINGS

     During the year ended December 31, 2004, the Board of Directors held eight
meetings, the Audit Committee held six meetings and the Nominating 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, the total
number of meetings of the Audit Committee and the total number of meetings of
the Nominating 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, 2004 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, 2004.

                                        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)           $16,000         None         None         $75,600
Richard M. Galkin,
  Director                 16,000         None         None          75,600
Stephen L. Isaacs,
   Director                16,000         None         None          75,600
William L. Koke,
  Director (2)             16,000         None         None          75,600
Arthur S. Mehlman
    Director (3)           12,115         None         None          56,971
David L. Meister,
  Director                 16,000         None         None          75,600
G. Peter O'Brien,
   Director                16,000         None         None          75,600
----------------
(1) Includes $2,400 from the Fund ($10,785 from the Fund and other Royce Funds)
    deferred during 2004 at the election of Mr. Dwight under The Royce Funds'
    Deferred Compensation Plan for trustees/directors.
(2) Includes $40,000 from other Royce Funds deferred during 2004 at the election
    of Mr. Koke under The Royce Funds' Deferred Compensation Plan.
(3) Mr. Mehlman was elected as a Director on April 15, 2004.

                                       11
<PAGE>

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                             65       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, RMT 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; managing general partner
  of RMC, the general partner of
  various private investment
  limited partnerships (until
  October 2001).

John D. Diederich                            54         Vice         1997
  Member of Board of Managers,                        President
  Chief Operating Officer (since                    and Treasurer
  October 2001), Chief Financial
  Officer (since March 2002) and
  Managing Director of R&A; Vice
  President and Treasurer of the
  Fund, RMT, RFT, TRF and RCF;
  Director of Administration of
  The Royce Funds; President of
  RFS.

Jack E. Fockler, Jr.                         46         Vice         1995
  Managing Director and Vice                         President
  President of R&A; Vice President
  of the Fund, RMT, RFT, TRF and
  RCF; Vice President of RFS.

W. Whitney George                            47         Vice         1995
  Managing Director and Vice                          President
  President of R&A; Vice President
  of the Fund, RMT, RFT, TRF and
  RCF.

                                       12
<PAGE>

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

Daniel A. O'Byrne                            43         Vice         1994
  Principal and Vice President of                     President
  R&A; Vice President of the Fund,
  RMT, RFT, TRF and RCF.

John E. Denneen                              38       Secretary   April 2002
  General Counsel (Deputy General                     and Chief       and
  Counsel prior to 2003),                           Legal Officer  1996-2001
  Principal, Chief Legal and
  Compliance Officer and Secretary
  of R&A (since March 2002);
  Secretary of the Fund, RMT, 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).

Lisa Curcio                                  45         Chief        2004
  Chief Compliance Officer of the                    Compliance
  Fund, RMT, RFT, TRF and RCF                          Officer
  (since October 2004); Compliance
  Officer of R&A (since June
  2004); Vice President, The Bank
  of New York (February 2001 - June
  2004); Director of Compliance, Lord
  Abbett (August 2000 - February 2001);
  Senior Vice President, Lexington Asset
  Managers, Inc. (April 1985 - August 2000).

-----------------
 * The address of each officer 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.

STOCKHOLDER COMMUNICATIONS

     Stockholders may send written communications to the Fund's Board of
Directors or to an individual Director by mailing such correspondence to the
Secretary of the Fund (addressed to 1414 Avenue of the Americas, New York, New
York 10019). Such communications must be signed by the stockholder and identify
the class and number of shares held by the stockholder. Properly submitted
stockholder communications will, as appropriate, be forwarded to the entire
Board or to the individual Director. Any stockholder proposal submitted pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), must continue to meet all the requirements of Rule 14a-8. See
"Additional Information - Stockholder Proposals" herein.

                                       13
<PAGE>

DIRECTOR ATTENDANCE AT STOCKHOLDER MEETINGS

     The Fund has no formal policy regarding Director attendance at stockholder
meetings. None of the Fund's Independent Directors attended the 2004 Annual
Meeting of Stockholders.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Section 16(a) of 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 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.

STOCK OWNERSHIP

     Information relating to each Director's ownership as of August 19, 2005 in
the Fund and in all registered Royce Funds overseen or to be overseen by each
Director is set forth below:

-------------------------------------------------------------------------------
                                                    AGGREGATE DOLLAR RANGE OF
                                                  SECURITIES IN ALL ROYCE FUNDS
                              AGGREGATE DOLLAR      OVERSEEN BY EACH DIRECTOR
                              RANGE OF EQUITY                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           $10,001--$50,000            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            $10,001--$50,000            over $100,000
-------------------------------------------------------------------------------
  Arthur S. Mehlman          $10,001--$50,000            over $100,000
-------------------------------------------------------------------------------
  David L. Meister                 None                  over $100,000
-------------------------------------------------------------------------------
  G. Peter O'Brien           $10,001--$50,000            over $100,000
-------------------------------------------------------------------------------

                                       14
<PAGE>

     Information regarding ownership of the Fund's shares by the Fund's
Directors and officers as of the Record Date is set forth below:

                                     AMOUNT OF RECORD/BENEFICIAL
NAME AND ADDRESS* OF OWNER       OWNERSHIP OF SHARES OF COMMON STOCK
--------------------------       -----------------------------------

Interested Directors:
  Charles M. Royce                             345,033
  Mark R. Fetting                                1,041
Non-Interested Directors:
  Donald R. Dwight                                 541
  Richard M. Galkin                                775
  Stephen L. Isaacs                                877
  William L. Koke                                2,297
  Arthur S. Mehlman                                779
  David L. Meister                                None
  G. Peter O'Brien                               1,813
Interested Officers:
  John D. Diederich                                678
  Jack E. Fockler, Jr.                            None
  W. Whitney George                               None
  Daniel A. O'Byrne                               None
  John E. Denneen                                 None
  Lisa Curcio                                     None

   -----------
 * The address of each Director and officer is c/o Royce & Associates, LLC, 1414
   Avenue of the Americas, New York, New York 10019.

     As of the Record Date, all Directors and officers of the Fund as a group
(15 persons) beneficially owned an aggregate of less than 1% of the Fund's
outstanding shares of Common Stock.

     As of August 19, 2005, 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).

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.

                                       15
<PAGE>

                        FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES

     The aggregate fees paid to TW&B in connection with the annual audit of the
Fund's financial statements and for services normally provided by TW&B in
connection with the statutory and regulatory filings of the Fund for the fiscal
years ended December 31, 2003 and December 31, 2004 were $29,500 and $31,000,
respectively, including out of pocket expenses.

AUDIT RELATED FEES

     The aggregate fees paid to TW&B in connection with assurance and related
services related to the annual audit of the Fund and for review of the Fund's
financial statements, other than the Audit Fees described above, for the fiscal
years ended December 31, 2003 and December 31, 2004 were $6,000 and $1,500,
respectively. The audit-related services rendered by TW&B to the Fund consisted
of the preparation of reports to a rating agency for the Preferred Stock.

TAX FEES

     The aggregate fees paid for tax-related services, including preparation of
tax returns, tax compliance and tax advice, rendered by TW&B to the Fund for the
fiscal years ended December 31, 2003 and December 31, 2004 were $2,500 and
$2,500, respectively.

ALL OTHER FEES

     The aggregate fees billed for all other non-audit services rendered by TW&B
to the Fund for the fiscal years ended December 31, 2003 and December 31, 2004
were $10,500 and $0, respectively. The non-audit services rendered by TW&B to
the Fund during 2003 were in connection with the Fund's Registration Statement
on Form N-2 relating to its Rights Offering and the Fund's Registration
Statement on Form N-2 relating to its offering of newly-issued Preferred Stock.
The aggregate non-audit fees billed by TW&B for services rendered to R&A and any
entity controlling, controlled by, or under common control with R&A that
provides ongoing services to the Fund for the fiscal years ended December 31,
2003 and December 31, 2004 were $19,000 and $4,000, respectively. The Audit
Committee has determined that the provision of non-audit services is compatible
with maintaining the independence of TW&B.

                                       16
<PAGE>

     The Audit Committee has determined that the preparation of the rating
agency reports and services rendered with respect to the above-referenced
Registration Statement 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, 2004. No representatives of TW&B will be present at the
Meeting.

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

     The Audit Committee of the Fund has adopted policies and procedures with
regard to the pre-approval of audit and non-audit services. On an annual basis,
at the Fund's December Audit Committee meeting, TW&B will submit a schedule of
proposed audit, audit-related, tax and other non-audit services to be rendered
to the Fund and/or R&A for the following year that require pre-approval by the
Audit Committee. Such schedule will include the maximum fees that can be paid
for each such services without further Audit Committee approval. Any subsequent
revision to pre-approved services or fees will be considered at the next
regularly scheduled Audit Committee meeting. Services not presented for
pre-approval at the December Audit Committee meeting will be submitted to the
Chief Financial Officer of the Fund for a determination that the proposed
services fit within the independence guidelines and then considered for
pre-approval at the next regularly scheduled Audit Committee meeting. A proposal
to commence an engagement involving audit, audit-related or tax services prior
to the next regularly scheduled Audit Committee meeting shall be made in writing
by the Chief Financial Officer to all Audit Committee members and include a
summary of the engagement, estimated maximum cost, the category of services and
the rationale for engaging the Fund's independent auditor. Such proposed
engagement can be pre-approved by any Audit Committee member who is an
independent Director. Pre-approval by the Chairman of the Audit Committee is
required for a proposed engagement involving non-audit services other than
audit-related or tax.

                             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.

                                       17
<PAGE>

     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.

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,
2004 WAS PREVIOUSLY MAILED TO ITS STOCKHOLDERS AND THE SEMI-ANNUAL REPORT TO
STOCKHOLDERS FOR THE SIX MONTHS ENDED JUNE 30, 2005 WILL BE MAILED TO
STOCKHOLDERS IN LATE AUGUST 2005. COPIES OF THE ANNUAL REPORT ARE AVAILABLE, AND
COPIES OF THE SEMI-ANNUAL REPORT WILL BE AVAILABLE IN LATE AUGUST, 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. ALL PUBLICLY RELEASED
MATERIAL INFORMATION IS ALWAYS DISCLOSED BY THE FUND ON ITS WEBSITE AT
WWW.ROYCEFUNDS.COM.
------------------

                                       18
<PAGE>

STOCKHOLDER PROPOSALS

     Proposals of stockholders intended to be presented at the Fund's 2006
Annual Meeting of Stockholders must be received by the Fund by April 28, 2006
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 2006 Annual Meeting of Stockholders must be in writing
and received at the Fund's principal executive office between April 27, 2006 and
May 27, 2006. Written proposals should be sent to the Secretary of the Fund,
1414 Avenue of the Americas, New York, New York 10019.

PROXY DELIVERY

     If you and another shareholder share the same address, the Fund may only
send one proxy statement unless you or the other shareholder(s) request
otherwise. Call or write the Fund if you wish to receive a separate copy of the
proxy statement and the Fund will promptly mail a copy to you. You may also call
or write to the Fund if you wish to receive a separate proxy in the future, or
if you receive multiple copies now, and wish to receive a single copy in the
future. For such requests, please call 1-800-221-4268, or write the Fund at 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 29, 2005


                                       19
<PAGE>











                                                                       RVT-PS-05

<PAGE>

                             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 19, 2005 at the Annual Meeting of Stockholders of
Royce Value Trust, Inc. to be held on September 29, 2005, 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?

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

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

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


<PAGE>

X PLEASE MARK VOTES
AS IN THIS EXAMPLE

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

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


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

1. ELECTION OF DIRECTORS

                                          Donald R. Dwight and Stephen L. Isaacs

                                          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:

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


<PAGE>

                             ROYCE VALUE TRUST, INC.
PROXY                                                                      PROXY

                        5.90% 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 5.90% Cumulative Preferred Stock of
the Fund held of record by the undersigned on August 19, 2005 at the Annual
Meeting of Stockholders of Royce Value Trust, Inc. to be held on September 29,
2005, 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?

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

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

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


<PAGE>

X PLEASE MARK VOTES
AS IN THIS EXAMPLE

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

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

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

1. ELECTION OF DIRECTORS

                                            Donald R. Dwight, Stephen L. Isaacs,
                                            William L. Koke and David L. Meister

                                            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:

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

</TEXT>
</DOCUMENT>
