As filed with the Securities and Exchange Commission onAugust 12, 2019 May 11, 2020

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATIONREQUIRED IN PROXYSTATEMENTSCHEDULE 14AINFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant☒

Filed byaParty other than the Registrant☐

Check the appropriate box:

ROYCE VALUETRUST,INC.

(Name of Registrant as Specified In ItsCharter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment ofFiling Fee (Check the appropriate box):

ROYCE VALUE TRUST, INC.

745 Fifth Avenue

New York, New York 10151

NOTICEMay 11, 2020

Dear Stockholders of Royce Value Trust, Inc.:

A special meeting of stockholders of Royce Value Trust, Inc., a Maryland corporation (the “Fund”), is scheduled to be held at the offices of the Fund at 745 Fifth Avenue, 23rd Floor, New York, New York, 10151 at 12:00 p.m. (Eastern time) on Tuesday, July 14, 2020 to vote on the proposal listed in the enclosed Proxy Statement.  However, as we are concerned about your health and safety during the current COVID-19 pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold the special meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will provide timely notice of any such change in the manner discussed in these proxy materials.  In the event we decide to hold a virtual meeting rather than an in-person meeting, such notice will include important information regarding the virtual meeting, including how to access, participate in, and vote at, such virtual meeting.

As you know, Royce Investment Partners (“Royce”)¹ serves as the investment adviser to the Fund. Royce’s indirect parent company, Legg Mason, Inc. (“Legg Mason”), has entered into an agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, pursuant to which Franklin Templeton will, subject to approval by Legg Mason’s stockholders and satisfaction of other conditions, acquire Legg Mason along with Legg Mason’s ownership interest in Royce. Royce will continue to operate on a standalone basis after the completion of the transaction. In addition, the transaction will not result in any changes to the Fund’s portfolio management personnel, investment objective, principal investment strategy, or investment restrictions.

The transaction will, however, result in the termination of the Fund’s current investment advisory agreement in accordance with its terms as required by applicable law. In order for the Fund’s operations to continue uninterrupted after the transaction, we are asking the Fund’s stockholders to approve a new investment advisory agreement. The Board of Directors of the Fund has already approved the new agreement. It is important to note that: (i) the terms and conditions of the new investment advisory agreement for the Fund will be substantially identical to those of its current investment advisory agreement and (ii) the Fund’s contractual investment advisory fee rate will remain the same under its new investment advisory agreement.

As you may be aware, Bulldog Investors, LLC (“Bulldog”) has filed proxy materials soliciting proxies in opposition to the proposal to approve a new investment advisory agreement for the Fund. You may receive solicitation materials from Bulldog, including a proxy statement and a green proxy card.We urge you to disregard such materials. The Fund requests that stockholders not sign or return or vote on any color proxy cards other than theWHITE proxy card provided with the enclosed Proxy Statement. We are not responsible for the accuracy of any information provided by or relating to Bulldog contained in solicitation materials filed or disseminated by or on behalf of Bulldog or any other statements made by or on behalf of Bulldog or any of its representatives.

The Board of Directors of the Fund recommends that you vote “FOR” the proposal to approve a new investment advisory agreement for the Fund on the enclosedWHITEproxy card.

¹Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners.

The enclosed materials explain the proposal to approve a new investment advisory agreement for the Fund in more detail and I encourage you to review them carefully. As a stockholder, your vote is important, and we hope that you will respond as soon as possible to ensure that your shares will be represented and voted at the special meeting. You may authorize a proxy to vote your Fund shares by following the instructions on the enclosedWHITE proxy card to use one of the methods referenced below:

You may also vote in person at the special meeting.

We urge you to use the vote authorization methods described above even if you plan to attend the special meeting, so that if you are unable to attend the special meeting, your shares will be represented at the special meeting.  Voting now will not limit your right to change your vote or to attend the special meeting. If you attend the special meeting and vote during the special meeting, this action will revoke any previously delivered proxy as described in the enclosed Proxy Statement. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you received from the holder of record in order to vote your shares.

Please call Shareholder Services at 1-800-841-1180 with any questions you may have about the proposal to approve a new investment advisory agreement for the Fund or the enclosed Proxy Statement. If you need assistance voting, please contact our proxy solicitor, Innisfree M&A Incorporated, by calling (877) 825-8964 (toll-free in North America).

As always, thank you for your continued support of our work. We look forward to serving you for many years to come.

	Sincerely,
	Christopher D. Clark
	President of Royce Value Trust, Inc.

TABLE OF ANNUAL MEETINGCONTENTS

IMPORTANT NEWS FOR STOCKHOLDERS OF STOCKHOLDERSROYCE VALUE TRUST, INC.

TO BE HELD ON SEPTEMBER 24, 2019While we encourage you to read the full text of the enclosed Notice of Special Meeting and Proxy Statement, for your convenience, we have provided a brief overview of these materials.

QUESTIONS AND ANSWERS

² Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners.

Please see yourWHITE proxy card for specific instructions on how to authorize a proxy to vote on your behalf via touch-tone telephone or via the Internet.

It is important that you authorize a proxy to vote your Fund shares promptly. This will help save the costs of further solicitation.

Innisfree M&A Incorporated
Stockholders may call toll free: (877) 825-8964
Banks and Brokers may call collect: (212) 750-5833

To the Stockholders of: ROYCE VALUE TRUST, INC.of Royce Value Trust, Inc.:

NOTICE IS HEREBY GIVEN that the Annuala Special Meeting of Stockholders (the “Meeting”) of ROYCE VALUE TRUST, INC.Royce Value Trust, Inc., a Maryland corporation (the “Fund”) will, is scheduled to be held at the offices of the Fund, 745 Fifth Avenue, 23rd Floor, New York, New York 10151 at 12:00 p.m. (Eastern time) on Tuesday, September 24, 2019, at 11:00 a.m. (Eastern Time),July 14, 2020 for the following purposes:purpose:

Pursuant to Maryland law and the Bylaws of the Fund, only the matters set forth in the Notice of Special Meeting, and procedural items relating to the matters set forth in the Notice of Special Meeting, may be brought before the Meeting.

The Board of Directors of the Fund has set the close of business on July 18, 2019May 1, 2020 as the record date for determining those stockholders entitled to vote at the Meeting or(or any postponement or adjournment thereof,thereof), and only holders of record at the close of business on that day will be entitled to vote.vote at the Meeting (or any postponement or adjournment thereof).

To save the Fund the expense of additional proxy solicitation, please mark your instructions on the enclosed Proxy,WHITE proxy card, 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. You may also authorize ahave been provided with the opportunity on yourWHITE proxy card to vote your sharesgive voting instructions via touch-tone telephone or the Internet, by following the instructions on the proxy card or Notice of Internet Availability of Proxy Materials. Pleaseand you are encouraged to take advantage of these prompt and efficient proxyvote authorization options.options. The accompanying Proxyproxy is solicited on behalf of the Board of Directors of the Fund, is revocable, and will not affect your right to vote in person in the event that you attend the Meeting. Please note that attendance alone without voting will not be sufficient to revoke a previously authorized proxy.

Please call Shareholder Services at 1-800-841-1180 with any questions you may have about the proposal to approve a new investment advisory agreement for the Fund or the enclosed Proxy Statement. If you need assistance voting, please contact our proxy solicitor, Innisfree M&A Incorporated, by calling (877) 825-8964 (toll-free in North America).  Banks and brokers may call collect at (212) 750-5833.

May 11, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUALSPECIAL MEETING OF
STOCKHOLDERSSCHEDULED TO BE HELD ON SEPTEMBER 24, 2019JULY 14, 2020:

THE NOTICE, PROXY STATEMENT AND YOUR FORM OF PROXY
CARD FOR THE FUND ARE

AVAILABLE FREE OF CHARGE AT WWW.READOURMATERIALS.COM/RVT.

Innisfree M&A Incorporated
WWW.PROXYVOTE.COMStockholders may call toll free: (877) 825-8964
Banks and Brokers may call collect: (212) 750-5833

PROXY STATEMENT

ROYCE VALUE TRUST, INC.
745 Fifth Avenue
New York, New York 10151

ANNUAL MEETING OF STOCKHOLDERS
September 24, 2019

INTRODUCTION

The enclosed Proxyaccompanying proxy is solicited on behalf of the Board of Directors of the Fund (the “Board”) for use at the Annual Meeting of Stockholders (the “Meeting”) of Royce Value Trust, Inc., a Maryland corporation (the “Fund”), for use at a Special Meeting of Stockholders of the Fund (the “Meeting”), scheduled to be held at the offices of the Fund, 745 Fifth Avenue, 23rd Floor, New York, New York 10151 at 12:00 p.m. (Eastern time) on Tuesday, September 24, 2019, at 11:00 a.m. (Eastern Time)July 14, 2020 (or any postponement or adjournment thereof). This proxy statement (including all appendices attached hereto, this “Proxy Statement”) is dated May 11, 2020 and at any postponements or adjournments thereof. Thethe approximate mailing date of the Notice of Internet Availability ofthis Proxy MaterialsStatement and accompanying proxy card is August 12, 2019.May 15, 2020.

All properly executed Proxiesproxies 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, Proxiesproxies will be voted “FOR” the electionapproval of the Director nomineesnew investment advisory agreement for the Fund. Pursuant to Maryland law and the Bylaws of the Fund.Fund, only the matters set forth in the Notice of Special Meeting, and procedural items relating to the matters set forth in the Notice of Special Meeting, may be brought before the Meeting. As of the date of this Proxy Statement, the Board knows of no business other than that set forth above to be transacted at the Meeting.

The Board of Directors of the Fund recommends that you vote “FOR” the proposal to approve a new investment advisory agreement for the Fund on the enclosedWHITE proxy card.

The enclosed materials explain the proposal to approve a new investment advisory agreement for the Fund in more detail and we encourage you to review them carefully. As a stockholder, your vote is important, and we hope that you will respond as soon as possible to ensure that your shares will be represented at the Meeting.

It is important that your shares be represented and voted at the Meeting. Whether or not you plan to attend the Meeting, please vote as soon as possible. We urge you to date, sign and return theWHITE proxy card in the postage-paid envelope provided to you, or to use the telephone or Internet method of voting described on yourWHITE proxy card even if you plan to attend the Meeting, so that if you are unable to attend the Meeting, your shares can be voted. Voting now will not limit your right to change your vote or to attend the Meeting. You may revoke your Proxyproxy 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 Proxyproxy 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 of common stock (“Common Stock”). Some officers and employees of the Fund and/or Royce & Associates, LP (“R&A” or “Royce”), the Fund’s investment adviser, may solicit proxies personally and by telephone, if deemed desirable. Stockholders vote at the Meeting by casting ballots (in person or by proxy) which are tabulated by one or two persons, appointed by the Board before the Meeting, who serve as Inspectors and Judges of Voting atdate. If you attend the Meeting and who have executed an Inspectors’ and Judges’ Oath.vote during the Meeting, this action will revoke any previously delivered proxy as described in the enclosed Proxy Statement. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you received from the holder of record in order to vote your shares.

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The Board has set the close of business on July 18, 2019May 1, 2020 (the “Record Date”) as the record date (the “Record Date”) for determining those stockholders entitled to vote at the Meeting or(or any postponement or adjournment thereof,thereof), and only holders of record at the close of business on that day will be entitled to vote.vote at the Meeting (or any postponement or adjournment thereof). Stockholders of the Fund will vote as a single class on the proposal to approve a new investment advisory agreement for the Fund. Stockholders on the Record Date will be entitled to one vote for each outstanding share of Common Stockcommon stock, par value $0.001 (“share”), held (proportional voting rights for fractional shares held), with no shares having cumulative voting rights. Stockholders are not entitled to any appraisal rights as the result of any matters to be considered at the Meeting.

Royce & Associates, LP serves as the investment adviser and administrator to the Fund and is a limited partnership organized under the laws of Delaware. Royce & Associates, LP primarily conducts its business under the name Royce Investment Partners (“Royce”).  The Board knowsprincipal business address of no businessRoyce is 745 Fifth Avenue, New York, New York 10151.

Royce has retained Innisfree M&A Incorporated (“Innisfree”) to solicit proxies for the Meeting.

Innisfree M&A Incorporated
Stockholders may call toll free: (877) 825-8964
Banks and Brokers may call collect: (212) 750-5833

BACKGROUND OF THE SOLICITATIONS

On February 17, 2020, Legg Mason, Inc., the indirect parent of Royce, the Fund’s investment adviser, entered into an acquisition agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton. Pursuant to the agreement, Franklin Templeton will, subject to approval by Legg Mason, Inc.’s stockholders and satisfaction of other than that statedconditions, acquire Legg Mason, Inc., along with its ownership interest in Royce. Consummation of the transaction will result in the automatic termination of the Fund’s current investment advisory agreement in accordance with its terms as required by applicable law. In order for the operations of the Fund to continue uninterrupted after the transaction, we are asking the Fund’s stockholders to approve a new investment advisory agreement with Royce. The transaction and the new investment advisory agreement are described in further detail in Proposal 1 of this Proxy Statement.

On April 22, 2020, the Notice of Meeting that will be presentedFund filed a preliminary proxy statement with the Securities and Exchange Commission (the “Commission”) for consideration at the Meeting. If any other matter is properly presented at the Meeting, at which the Fund will seek stockholder approval for a new investment advisory agreement between the Fund and Royce on terms that are substantially identical to the terms of its current investment advisory agreement with Royce.  On May 11, 2020, the Fund filed this definitive proxy statement with the Commission.

Bulldog Investors, LLC (“Bulldog”) filed a preliminary proxy statement with the Commission on April 7, 2020 in which it stated that it is soliciting proxies from the Fund’s stockholders to vote their shares “against” the proposal to approve the new investment advisory agreement for the Fund.  Such filing was made prior to the Fund’s filing of its preliminary proxy statement, provided incorrect record and meeting dates, and incorrectly identified Legg Mason Partners Fund Advisor, LLC as the manager of the Fund and Royce as a subadvisor to the Fund.  Bulldog nonetheless encouraged stockholders to vote against the Fund’s proposal to approve the new investment advisory agreement to send a message to the Board. Bulldog has not reached out directly to the Fund regarding this or any postponement or adjournment thereof, it isrelated concerns. We understand that Legg Mason, Inc. has engaged with Bulldog regarding matters that are not directly related to the intention of the persons named on the enclosed Proxy to vote in accordance with their best judgment.Fund.

PROPOSAL 1 - APPROVAL OF A
NEW INVESTMENT ADVISORY AGREEMENT WITH ROYCE INVESTMENT PARTNERS

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PROPOSAL 1: ELECTION OF DIRECTORS

At the Meeting, three members of the BoardFund’s stockholders will be elected. The Board has nine Directors. The nine Directorsasked to approve a new investment advisory agreement with Royce for the Fund (the “New Agreement”).

Introduction

Royce is a majority-owned, indirect subsidiary of Legg Mason, Inc. (“Legg Mason”). You are currently divided into three classes, each class havingbeing asked to approve a term of office of three years. The term of office of one class expires each year. Each of Patricia W. Chadwick, Arthur S. Mehlman, and Michael K. Shields currently serves as a Class II Director and has been nominated byNew Agreement for the Board to serve as a Class II Director for a three-year term to expire atFund because the Fund’s 2022 Annual Meetingcurrent investment advisory agreement will terminate upon the sale of Stockholders or until his successorLegg Mason to Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton. This transaction, which will result in a “change of control” of both Legg Mason and Royce, is duly elected and qualified.described in more detail below.

The classes of Directors and their respective terms are indicated below.

CLASS II DIRECTORS TO SERVE UNTIL 2022 ANNUAL MEETING OF STOCKHOLDERS
Patricia W. Chadwick
Arthur S. Mehlman
Michael K. Shields

CLASS III DIRECTORS SERVING UNTIL 2020 ANNUAL MEETING OF STOCKHOLDERS
Stephen L. Isaacs
Christopher D. Clark
Christopher C. Grisanti

CLASS I DIRECTORS SERVING UNTIL 2021 ANNUAL MEETING OF STOCKHOLDERS
Charles M. Royce
G. Peter O’Brien
David L. Meister

Each of the three Director nominees 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 becomes 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 may nominate.

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Interested Persons

Certain biographical and other information concerning Charles M. Royce and Christopher D. Clark, each of whom is an “interested person” as defined in the Investment Company Act of 1940, as amended (the “Investment Company“1940 Act”), requires an investment advisory agreement of an investment company to provide for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). A sale of a controlling block of an investment adviser’s “voting securities” (as defined in the 1940 Act) generally is deemed to result in an assignment of such investment adviser’s investment advisory agreements for purposes of the 1940 Act. The consummation of the transaction described below will constitute a sale of a controlling block of voting securities of Royce that will result in the automatic termination of the current investment advisory agreement between the Fund and Royce (the “Current Agreement”).

If the Fund’s stockholders approve the New Agreement prior to the consummation of the transaction, the New Agreement will become effective upon the consummation of the transaction. In the event that the transaction is not consummated, Royce will continue to serve as investment adviser to the Fund pursuant to the terms of the Current Agreement.

There will be no increase in the contractual investment advisory fee rate for the Fund as a result of the implementation of the New Agreement. The transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by Royce to the Fund.

Description of the Transaction

Legg Mason, Inc. is the indirect parent company of Royce. On February 17, 2020, Legg Mason entered into a definitive agreement (the “Transaction Agreement”) with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, pursuant to which Franklin Templeton will acquire Legg Mason. Under the terms of the Transaction Agreement, Franklin Templeton will pay, in cash at closing, $50.00 per share of Legg Mason common stock and will assume approximately $2 billion of Legg Mason’s outstanding debt (the “Transaction”). The total value of the Transaction is approximately $6.5 billion. Upon completion of the Transaction, Royce will become a majority-owned, indirect subsidiary of Franklin Templeton.

Consummation of the Transaction is subject to certain terms and conditions, including, among others: (i) approval of the Transaction by Legg Mason stockholders; (ii) receipt of applicable regulatory approvals; and (iii) consent by investment advisory clients of Legg Mason’s investment affiliates, including Royce, representing a specified percentage of the revenue attributable to the assets under management for those clients to continue their advisory relationships with such Legg Mason investment affiliates, including Royce, following the consummation of the Transaction. This includes approval by Fund stockholders of the New Agreement to be effective upon completion of the Transaction, as described below. Subject to satisfaction or waiver of such terms and conditions, the Transaction is expected to close later in 2020.

As part of the Transaction, Franklin Templeton will preserve the investment autonomy of Legg Mason’s investment affiliates, including Royce. Upon consummation of the Transaction, Franklin Templeton will be one of the world’s largest independent, specialized global investment managers with a combined $1.5 trillion in assets under management (based on the assets under management of Franklin Templeton and Legg Mason as of January 31, 2020). The investment platform of the combined organization will be balanced between retail and institutional client assets under management. The combined organization will have greater scale, broader distribution capabilities, and new opportunities to grow. Approval of the New Agreement will assure continuity of the investment program selected by stockholders through their investments in the Fund and allow the Fund’s operations to continue uninterrupted after the completion of the Transaction.

Information Concerning Royce, Legg Mason, and Franklin Templeton

Royce. Royce, whose principal executive offices are at 745 Fifth Avenue, New York, NY 10151, is responsible for the management of the Fund’s assets. Royce has been investing in smaller-company securities with a value approach for more than 45 years. Royce’s assets under management were approximately $9 billion as of March 31, 2020.

Legg Mason. Legg Mason, whose principal executive offices are at 100 International Drive, Baltimore, Maryland 21202, is a financial services holding company that provides asset management and financial services through its investment affiliates. Legg Mason’s investment affiliates, including Royce, operate with investment independence and have specialized expertise across equity, fixed income, alternative and liquidity investments and markets around the globe. Legg Mason’s assets under management were approximately $730.8 billion as of March 31, 2020.

Franklin Templeton. Franklin Resources, Inc., whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. Through specialized teams, Franklin Templeton has expertise across all asset classes, including equity, fixed income, alternatives and custom multi-asset solutions. Franklin Templeton has more than 600 investment professionals, who are supported by Franklin Templeton’s integrated, worldwide team of risk management professionals and global trading desk network, and has employees in over 30 countries. The common stock of Franklin Resources, Inc. is traded on The New York Stock Exchange (the “NYSE”) under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index.

Impact of Transaction on Services Provided to the Fund

The Transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by Royce to the Fund and its stockholders. In particular, the Transaction is not expected to result in any material changes in the manner in which Royce provides services to the Fund. The Transaction also is not expected to result in any changes in the personnel providing portfolio management services to the Fund. Royce will be able to draw upon the resources of the combined Franklin Templeton, which will be one of the world’s largest independent asset managers with a broad distribution footprint.

Information About the Current Agreement

Royce has served as the Fund’s investment adviser since its inception and has managed the investment policies and made investment decisions for the Fund pursuant to the Current Agreement.Appendix A to this Proxy Statement contains certain information relating to the Current Agreement for the Fund, including:

Terms of New Investment Advisory Agreement and Comparison of New Investment Advisory Agreement with Current Agreement

The terms of the New Agreement for the Fund are substantially identical to the terms of the Current Agreement for the Fund, except for the date of execution, effectiveness, and termination and certain non-material updating changes, as described in more detail below.  The contractual investment advisory fee rate for the Fund under its New Agreement is identical to the Fund’s contractual investment advisory fee rate under its Current Agreement. A form of the New Agreement for the Fund is set forth asAppendix Bto this Proxy Statement.

Under the New Agreement (as is the case under the Current Agreement), Royce:

Under the New Agreement (as is the case under the Current Agreement), the Fund:

Under the New Agreement (as is the case under the Current Agreement), Royce shall not be liable to the Fund for any action taken or omitted to be taken by Royce in connection with the performance of any of its duties or obligations thereunder or otherwise as an investment adviser to the Fund, and the Fund shall indemnify Royce and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by Royce in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund including their current designated classes, is set forth below.

Messrs. Royce and Clark are “interested persons”in connection with the performance of any of its duties or obligations thereunder or otherwise as an investment adviser to the Fund. Notwithstanding the immediately preceding sentence to the contrary, nothing contained in the New Agreement (or the Current Agreement) shall protect or be deemed to protect Royce against or entitle or be deemed to entitle Royce to indemnification in respect of, any liability to the Fund within the meaningor its security holders to which Royce would otherwise be subject by reason of Section 2(a)(19) of the Investment Company Act due to the positions they hold with R&A and their stock ownership in Legg Mason, Inc. (“Legg Mason”), the ultimate corporate parent of R&A. There are no family relationships between any of the Fund’s Directors and officers.

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Non-Interested Directors

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

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The Independent Directors have adopted a retirement policy that calls for the retirement of each Independent Director from the Board on December 31 of the year in which hewillful misfeasance, bad faith, or she reaches the age of 79.

Additional information about each Director follows (supplementing the information provided in the tables above) that describes some of the specific experiences, qualifications, attributes or skills that each Director possesses, which the Board believes has prepared them to be effective Directors.

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The Board believes that each Director’s experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the perspective such Director brings to the entire Board, with no single Director, or particular factor, being indicative of Board effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgmentgross negligence in the performance of their duties;its duties or by reason of its reckless disregard of its duties and obligations under the New Agreement (or the Current Agreement).

Determinations of whether and the extent to which Royce is entitled to indemnification under the New Agreement (or the Current Agreement) shall be made by reasonable and fair means, including (i) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that Royce was not liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties, or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that Royce was not liable by reason of such misconduct by (a) the vote of a majority of a quorum of the Independent Directors who are not parties to the action, suit or other proceeding, or (b) an independent legal counsel in a written opinion.

Unless sooner terminated as provided therein, the New Agreement will continue in effect until June 30, 2022. Thereafter, if not terminated, the New Agreement shall continue in effect so long as such continuance is specifically approved at least annually in the manner required by the 1940 Act.  The original termination date for the Current Agreement has passed but its continuance has been approved annually by the Board believesin accordance with the terms of the Current Agreement.  The Current Agreement provides that theirit shall continue in effect so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members satisfy this standard. Experience relevantwho are not interested persons of any party to having this abilitythe Current Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.  Because the requirements for continuance of the Current Agreement are derived from the 1940 Act, those provisions are substantially identical to the requirements for continuance of the New Agreement.

As is the case with the Current Agreement, the New Agreement may be achievedterminated at any time, without the payment of any penalty, on 60 days’ written notice by the vote of a majority of the outstanding voting securities of the Fund, or by the vote of a majority of the Fund’s directors or by Royce, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act);provided, however, that the limitation of liability and indemnification provisions of the New Agreement (and the Current Agreement) shall remain in full force and effect, and Royce shall remain entitled to the benefits thereof, notwithstanding any such termination.   

Possible Interim Investment Advisory Agreement

If the Fund’s stockholders do not approve the New Agreement and the Transaction is completed, an interim investment advisory agreement between Royce and the Fund (the “Interim Agreement”) will take effect upon the closing of the Transaction. The Interim Agreement, which has been approved by the Board, will allow Royce to continue providing services to the Fund while stockholder approval of the New Agreement continues to be sought.

The terms of the Interim Agreement are substantially identical to those of the Current Agreement, except for the term and escrow provisions described below. The Interim Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when the Fund’s stockholders approve the New Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by Royce under the Interim Agreement will be held in an interest-bearing escrow account. If the Fund’s stockholders approve the New Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Agreement will be paid to Royce. If the Fund’s stockholders do not approve the New Agreement prior to the end of the 150-day period, the Board will consider what further action to take consistent with its duties under applicable law, and Royce will be paid the lesser of its costs incurred in performing its services under the Interim Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Board would either negotiate a new investment advisory agreement with an advisory organization selected by the Board or make other appropriate arrangements.

Board Evaluation

At a Board meeting held on April 21, 2020 (the “April Board Meeting”), representatives of Royce, Legg Mason, and Franklin Templeton made presentations to, and responded to questions from, the Board regarding the Transaction and Franklin Templeton’s plans and intentions regarding Legg Mason’s asset management business, including the preservation and continued investment autonomy of Royce and the combination of the distribution resources of Royce, Legg Mason, and Franklin Templeton. The Board was advised that the Transaction, if completed, would constitute a “change of control” under the 1940 Act that would result in the termination of the Current Agreement. At the April Board Meeting, which included meetings of the full Board and separate meetings of the Independent Directors, the Board considered, among other things, whether it would be in the best interests of the Fund and its stockholders to approve the New Agreement, and the anticipated impacts of the Transaction on the Fund and its stockholders. The Board, including a majority of the Independent Directors, approved the New Agreement for the Fund at the April Board Meeting.

To assist the Board in its consideration of the New Agreement, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization. Franklin Templeton and Legg Mason also provided materials and information about the Transaction. The Independent Directors, through a Director’s educational background; business, professional training or practice, public service or academic positions;their independent legal counsel, also requested and received additional information from Franklin Templeton and Legg Mason in connection with the Independent Directors’ consideration of the New Agreement. The additional information was provided in advance of the April Board Meeting. After the presentations and after reviewing the written materials provided, the Independent Directors met in executive session with their counsel to consider the New Agreement.

The Board’s evaluation of the New Agreement reflected the information provided specifically in connection with their review of the New Agreement, as well as, where relevant, information that was previously furnished to the Board in connection with the most recent renewal of the Current Agreement at in-person meetings held on June 5, 2019 and at other Board meetings held thereafter.

Among other things, the Directors considered:

(i) the reputation, experience, from servicefinancial strength, and resources of Franklin Templeton and its investment advisory subsidiaries;

(ii) that Franklin Templeton has informed the Board that it intends to maintain the investment autonomy of the Legg Mason investment advisory subsidiaries, including Royce;

(iii) that Franklin Templeton and Legg Mason have informed the Board that, following the Transaction, there is not expected to be any diminution in the nature, extent, and quality of services provided to the Fund and its stockholders by Royce, including compliance and non-advisory services, and has represented that there are not expected to be any changes in the portfolio management personnel managing the Fund as a board member (includingresult of the Board)Transaction;

(iv) that there will not be any changes to the Fund’s custodian or other service providers as an executivea result of the Transaction;

(v) that Franklin Templeton has informed the Board that it has no present intention to alter any currently effective fee waiver and expense reimbursement arrangements for the U.S. registered investment companies advised by Royce, and, while it reserves the right to do so in the future, it would consult with the Board before making any future changes;

(vi) that Franklin Templeton does not expect to propose any changes to the investment objective or principal investment strategies of the Fund as a result of the Transaction;

(vii) the potential benefits to Fund stockholders from being part of a combined fund family with Franklin Templeton-sponsored funds and access to a broader array of investment funds, public companies orand distribution opportunities;

(viii) that Franklin Templeton’s distribution capabilities, particularly with respect to retail investors, and significant private or non-profit entities or other organizations; and/or other life experiences. The charternetwork of intermediary relationships may provide additional opportunities for the Board’s Nominating Committee containsFund to grow assets and lower fees and expenses by spreading expenses over a larger asset base;

(ix) that each of Franklin Templeton and Legg Mason will derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered;

(x) the fact that the Fund’s contractual investment advisory fee rate and administrative fee arrangements will remain the same and will not increase by virtue of the New Agreement;

(xi) the terms and conditions of the New Agreement, including that the New Agreement is substantially identical to the Current Agreement except for the date of execution, effectiveness, and termination and certain other specific factorsnon-material updating changes;

(xii) the support expressed by the current senior management team at Legg Mason for the Transaction and Legg Mason’s recommendation that the Board approve the New Agreement;

(xiii) that the Current Agreement is the product of multiple years of review and negotiation and information received and considered by the Nominating CommitteeBoard in identifyingthe exercise of its business judgment during those years, and selecting Director candidates (as described below).that on June 5, 2019 the Board had performed a full review of and approved the Current Agreement as required by the 1940 Act and had determined in the exercise of its business judgment that Royce has the capabilities, resources, and personnel necessary to provide the services provided to the Fund, and that the investment advisory fees paid by or in respect of the Fund represent reasonable compensation to Royce in light of the services provided, the costs to Royce of providing those services, the fees and other expenses paid by similar funds, and such other matters as the Board considered relevant in the exercise of its business judgment, and represented an appropriate sharing between Fund stockholders and Royce of any economies of scale in the management of the Fund at current and anticipated asset levels;

To assist them(xiv) that the Current Agreement was considered and approved on June 5, 2019;

(xv) that the Fund will not bear the costs of obtaining stockholder approval of the New Agreement, including the legal costs associated with the proxy solicitation, regardless of whether the Transaction is consummated; and

(xvi) that under the Transaction Agreement, Franklin Templeton acknowledged that Legg Mason had entered into such Transaction Agreement in evaluating matters under federalreliance upon the benefits and state law,protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton agreed to use reasonable best efforts to conduct its business so that (a) for a period of not less than three years after the closing of the Transaction, no more than 25% of the Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with R&A, and also may benefit from information provided by R&A’s internal counsel; both the Board’s and R&A’s internal counsel have significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.

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The principal purposes of the Audit Committee are to (i) assist Board oversight of the (a) integrity of the Fund’s financial statements; (b) independent accountants’ qualifications and independence; and (c) performance of the Fund’s independent accountants and (ii) prepare, or oversee the preparation of any audit committee report required by rules of the SEC to be included in the Fund’s proxy statement for its annual meeting of stockholders. The Board has adopted an Audit Committee charter for the Fund, a copy of which is included as an exhibit to this Proxy Statement.

The Audit Committee also has (i) received written disclosures and the letter required by Independence Standards Board Standard No. 1 from PricewaterhouseCoopers LLP (“PWC”), the Fund’s independent auditors for the fiscal year ended December 31, 2018, and (ii) discussed certain matters required to be discussed under the requirements of The Public Company Accounting Oversight Board with PWC. The Audit Committee has considered whether the provision of non-audit services by the Fund’s independent accountants is compatible with maintaining their independence.

At its meetings held on February 20, 2019 and February 27-28, 2019, the Audit Committee reviewed and discussed the audit of the Fund’s financial statements as of December 31, 2018 and for the fiscal year then ended with Fund management and PWC. 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 2018 Annual Report to Stockholders, the Audit Committee would have been notified by Fund management or PWC. The Audit Committee received no such notifications. At those meetings, the Audit Committee recommended to the Board that the Fund’s audited financial statements be included in the Fund’s 2018 Annual Report to Stockholders.

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The Nominating Committee is responsible for identifying and recommending to the Board 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, including, but not limited to, whether a potential nominee’s personal and professional qualities and attributes would provide a beneficial diversitymanaging the Fund’s investments in accordance with the stated policies of skills, experience and/or perspectivethe Fund. The Board considered the fact that Royce provided certain administrative services to the Board; (ii)Fund at cost pursuant to the characterAdministration Agreement between Royce and integritythe Fund. The Board also took into consideration the histories, reputations and backgrounds of Royce’s portfolio managers for the Fund, finding that these would likely have an impact on the continued success of such Fund. The Board also noted Royce’s ability to attract and retain qualified and experienced personnel.

In evaluating the nature, extent, and quality of the person; (iii) whether orservices to be provided to the Fund by Royce under the New Agreement, the Directors considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of Royce, and that Franklin Templeton and Legg Mason have advised the Board that, following the completion of the Transaction, there is not the person is an “interested person” as definedexpected to be any diminution in the Investment Company Actnature, extent, and whetherquality of the person is otherwise qualified under applicable lawsservices provided to the Fund and regulationsits stockholders by Royce, including compliance and other non-advisory services, and that there are not expected to servebe any changes in portfolio management personnel for the Fund as a Director or Independent Directorresult of the Fund; (iv) whether or notTransaction. The Board also considered information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition. The Board recognized the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviserimportance of the Fund Fund service providers or their affiliates; (v) whether or nothaving an investment adviser with access to significant organizational and financial resources.

The Board received and considered information prepared internally by Royce and independently by Broadridge Financial Solutions, Inc. (“Broadridge”) using 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 boardsdatabase and methodology of or is otherwise affiliated with, competing financial service organizations or their relatedMorningstar Associates, LLC (“Morningstar”) containing detailed investment company complexes; (vii) whether or not the person is willing to serve as,advisory fee, expense ratio, and willing and able to commit the time necessaryinvestment performance comparisons for the performanceFund with other funds in its “peer group” and “category” in connection with its consideration of the duties of,Current Agreement. The Board was provided with a Directordescription of the Fund; and (viii) whether or notmethodology used to determine the selection and nomination of the person would be in the best interestsimilarity of the Fund with the funds included in its peer group. It was noted that while the Directors found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Directors believe that risk-adjusted performance continues to be the most appropriate measure of the Fund’s investment performance and attach primary importance to risk-adjusted performance over relatively long periods of time, typically 3 to 10 years. It was also noted that the Board received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against its peers. In addition, the Board considered the Fund’s performance in light of the requirements ofoverall financial market conditions. Where the Fund’s retirement policies. Whileperformance was below the Nominating Committee does not have a formal policy regarding diversity, as noted above, it may consider the diversity of skills, experience and/median during one or perspective a potential nominee will bring tomore specified periods, the Board as part of its evaluation ofnoted the contribution such potential nominee will make to the Board. Such factors will be considered in light of the other factors described above and in the context of the Board’s existing membership at the time such potential candidate is considered.

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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 toexplanations from Royce concerning the Fund’s Secretary, John E. Denneen, c/o Royce Value Trust, Inc., 745 Fifth Avenue, New York, New York 10151.

Althoughrelative performance versus the Board does not have a standing compensation committee, the Independent Directors review their compensation annually.

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Set forth below is the aggregate compensationrate paid by the Fund, and the Fund’s total compensationand net operating expense ratio in light of the nature, extent, and quality of the investment advisory services provided to the Fund by Royce in connection with its consideration of the Current Agreement. In addition, the Board has also received and considered information provided by Broadridge comparing the Fund’s contractual investment advisory fee rate, the actual investment advisory fee rate paid by The Royce Fundsthe Fund, and the Fund’s total and net expense ratios with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Morningstar. It was noted that while the Board found the Broadridge data generally useful they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board has also noted in the past that Royce manages the Fund Complexin an active fashion and that the Fund has historically had a high active share score. The Directors also considered fees charged by Royce to each Independent Directorinstitutional and other clients and noted that, given the greater levels of services that Royce provides to registered investment companies such as the Fund as compared to other accounts, the Fund’s investment advisory fees compared favorably to these other accounts.

In evaluating the costs of the services to be provided by Royce under the New Agreement, the Directors considered, among other things, whether investment advisory fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from Franklin Templeton, Legg Mason, and Royce, the Directors determined that the Transaction would not increase the total fees payable by the Fund for the year ended December 31, 2018.investment advisory services.

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14

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 personsconcluded that theyRoyce’s allocations were not required to file Form 5reasonable. The Board concluded that Royce’s profits with respect to the most recent fiscal year,Fund were reasonable in relation to the nature and quality of services provided.

The Board also considered whether there have been economies of scale in respect of the management of the Fund, believeswhether the Fund has appropriately benefited from any economies of scale and whether there is potential for realization of any further economies of scale in connection with its consideration of the Current Agreement. The Board noted the time and effort involved in managing portfolios of small- and micro-cap stocks and that allthey did not involve the same efficiencies as do portfolios of large-cap stocks. The Directors further noted that, as a closed-end fund, the Fund generally would not be expected to have significant inflows of capital that might produce increasing economies of scale. The Directors concluded that the current fee structure for the Fund was reasonable and that its stockholders sufficiently participated in economies of scale and that no changes were necessary.

The Directors noted that Franklin Templeton and Legg Mason expected to realize cost savings from the Transaction based on synergies of operations. However, they noted that other factors could also affect profitability and potential economies of scale, and that it was not possible to predict with any degree of certainty how the Transaction would affect Royce’s profitability from its relationship with the Fund, nor to quantify at this time any possible future economies of scale, but the Directors noted they would continue to evaluate these matters going forward.

Other benefits to Royce. The Board considered other benefits received by Royce as a result of its officers, Directors, greater than ten percent beneficial ownersrelationship with the Fund, including the opportunity to offer additional products and services to Fund stockholders. In light of the costs of providing investment advisory and other persons subjectservices to Section 16the Fund and the ongoing commitment of Royce to the Fund, the Board considered that the ancillary benefits that Royce received were reasonable. In evaluating the fall-out benefits to be received by Royce under the New Agreement, the Directors considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Exchange Act due to the requirements of Section 30(h)Current Agreement. Based on their review of the Investment Company Act (i.e.,materials provided, and their discussions with Franklin Templeton and Legg Mason, the Directors determined that those benefits could include increased ability for Franklin Templeton, Legg Mason, and Royce to distribute shares of their funds and other investment products. The Directors noted that any such benefits were difficult to quantify with certainty at this time, and indicated that they would continue to evaluate them going forward.

The Board also considered that Franklin Templeton may derive reputational and other benefits from its ability to use the Royce name in connection with operating and marketing of its funds. The Board also considered that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment adviser or affiliated personcapabilities.

Conclusion. After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Directors, including the Independent Directors, unanimously concluded that the New Agreement, including the fees payable thereunder, was fair and reasonable and that entering into the New Agreement was in the best interests of the Fund’s stockholders, and they voted to approve the New Agreement and to recommend that the Fund’s stockholders approve the New Agreement.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act permits, in the context of a change in control of an investment adviser to a registered investment company, the receipt by such investment adviser (or any of its affiliated persons) of any amount or benefit in connection with such sale, as long as two conditions are satisfied. First, during the three-year period immediately following the sale of such interest, at least 75% of the investment company’s board of directors/trustees must not be “interested persons” of the investment adviser within the meaning of the 1940 Act. Second, there may not be imposed an “unfair burden” on the investment company as a result of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

The Board has not been advised by Royce, Legg Mason, or Franklin Templeton of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” being imposed on the Fund. Moreover, Franklin Templeton has advised the Board that it will not take, nor cause its affiliates to take, any action that would have complied with all filing requirements applicablethe effect of causing the conditions of Section 15(f) not to thembe satisfied with respect to transactionsthe Transaction.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE PROPOSAL TO APPROVE THE NEW INVESTMENT ADVISORY AGREEMENT

ADDITIONAL INFORMATION

General

Under the rules of the NYSE that govern brokers who have record ownership of Fund shares that are held in “street name” for their customers (i.e., the beneficial owners of Fund shares), brokers who have not received voting instructions from beneficial owners have the discretion to vote such shares on routine matters, but do not have the discretion to vote such shares on non-routine matters. With respect to the proposal to approve the New Agreement, it is not expected that brokers will be permitted to vote Fund shares in their discretion.

Share Ownership Information and Interest of Certain Persons in Matters to be Acted Upon

Except as set forth inAppendix C to this Proxy Statement, to the Fund’s shares during the Fund’s most recent fiscal year.

15

Information relating to each Director’s ownership of shares of Common Stock as of July 18, 2019 and of shares of The Royce Funds overseen by each Director is set forth below:

Information regarding ownership of shares of Common Stock by the Fund’s Directors and officersknowledge, as of the Record Date, no person is set forth below:

16

the beneficial or record owner of five percent or more of the Fund’s outstanding shares. As of the Record Date, all Directorsof the directors and officers of the Fund as a group (14(12 persons) beneficially owned, anin the aggregate, of less than 1% of the Fund’s outstanding sharesshares. Each member of Common Stock.

Asthe Board who is not an “interested person” (as defined in the 1940 Act) of July 18, 2019, no Independent Directorthe Fund or Royce (each, an “Independent Director” and collectively, the “Independent Directors”) does not, as of the Record Date, own any securities of, or have any other material direct or indirect interest in, Legg Mason, Franklin Templeton or any of his immediate family members directly or indirectly owned any securities issuedtheir respective affiliates.

Solicitation of Proxies

The Fund’s proxy solicitor, Innisfree, is responsible for printing proxy cards, mailing proxy materials to Fund stockholders, soliciting broker-dealer firms, custodians, nominees, and fiduciaries, tabulating the returned proxies, and performing other proxy solicitation services. Some officers of the Fund, employees of Royce Fund Services, LLC (“RFS”), and Innisfree may solicit proxies personally and by telephone, if deemed desirable. Innisfree expects that approximately 30 of its employees will assist in the proxy solicitation. Innisfree will be paid a fee of up to $15,000, plus reasonable out-of-pocket expenses. Such costs will be paid by Legg Mason (and not by the Fund). Royce will also cause Legg Mason (not the Fund) to reimburse brokerage firms, custodians, nominees, and fiduciaries for their expenses in forwarding proxy materials to the beneficial owners of Fund shares. If you need assistance voting, please call Innisfree toll-free at (877) 825-8964. Except as set forth in this Proxy Statement, neither the Fund nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to stockholders of its affiliates (other than registered investment companies).the Fund concerning the proxy solicitation.

The Boardat the Meeting, the Inspector of DirectorsElection will count shares of the Fund recommendsrepresented by proxies that all stockholdersreflect abstentions, “uninstructed shares,” and the withholding of authority to vote FOR all Director nominees.

FEES PAID TO INDEPENDENT AUDITORS

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December 31, 2018 and December 31, 2017 were $9,738 and $ 9,550, respectively. The Audit Committee has determined that the provision of non-audit services is compatible with maintaining the independence of PWC.

PWC did not provide any other professional services to the Fund or R&A for the year ended December 31, 2018. No representatives of PWC are expected to beshares present at the Meeting.

ADDITIONAL INFORMATION

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favor of the Proposal. They will vote against any such postponement or adjournment those proxies requiredchange by means of a press release, which will be posted on the following website: http://www.royceinvest.com. An announcement of any change will also be filed on a timely basis with the Commission via its EDGAR system. In the event it is decided to be voted againsthold a virtual meeting rather than an in-person meeting, such notice will include important information regarding the Proposal.virtual meeting, including how to access, participate in, and vote at, such virtual meeting.

WhileIf the Meeting has been calledis adjourned or postponed to transacta date more than 120 days after the record date originally fixed for the Meeting (i.e., May 1, 2020), the Board will set a new record date for the Meeting. In that case, any business that may properly come before it,proxy received by the Directors knowFund from a stockholder who was a stockholder of no business other thanrecord on both the matter stated in the Notice of Annual Meeting of Stockholders. However, if any additional matter properly comes beforerecord date originally set for the Meeting and on all matters incidental to the conduct ofnew record date for such Meeting shall remain in full force and effect unless explicitly revoked, or a later dated proxy is submitted, by 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.applicable stockholder.

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

Information about Royce, Its Affiliated Broker-Dealer, Fees Paid by the Fund to vote onRoyce and its Affiliates, and Other U.S. Registered Investment Companies Advised by Royce

Royce.Royce, whose principal executive offices are at 745 Fifth Avenue, New York, NY 10151, is responsible for the electionmanagement of Directors if no instructions havethe Fund’s assets. Royce has been received prior investing in smaller-company securities with a value approach for more than 45 years. Royce’s assets under management were approximately $9 billion as of March 31, 2020.

Royce is a Delaware limited partnership. Royce’s general partner is Royce & Associates GP, LLC (“Royce GP”). Royce’s limited partners are Legg Mason Royce Holdings, LLC (“Legg Mason Royce Holdings”) and certain employees of Royce GP. Royce is more than 75% owned and controlled by Legg Mason Royce Holdings. Legg Mason Royce Holdings is 100% owned and controlled by Legg Mason. The principal executive offices of Legg Mason and Legg Mason Royce Holdings are at 100 International Drive, Baltimore, Maryland 21202.

Appendix Dto this Proxy Statement sets forth the date specified innames and principal occupations of 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 votingmembers of Royce’s Board of Managers and Royce’s principal executive officers along with the names and titles of eachDirector and officer of the Fund who is an officer, employee, or director of Royce. The principal address of each individual as it relates to such shares induties is the same proportion as they have voted sharesthat set forth above for which they have received instructions.Royce.

Affiliated Broker-Dealer.Royce Fund Services, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Royce, is the distributor for the various series of The shares as to which the Proxies so designated are granted authorityRoyce Fund and Royce Capital Fund, registered open-end investment companies advised 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.

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Proposals of stockholders intended to be presented at the Fund’s 2020 Annual Meeting of Stockholders must behave been received by the Fund by April 12,14, 2020 for inclusion in the Fund’s Proxy Statementproxy statement and form of Proxyproxy for thatsuch annual meeting. The Fund’s By-lawsBylaws generally require advance notice be given to the Fund in the event a stockholder desires to nominate a person for election to the Board 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 2020 Annual Meeting of Stockholders must be in writing and have been received at the Fund’s principal executive office between April 12,14, 2020 and May 12,14, 2020. Written proposals should be sent to the Secretary of the Fund at 745 Fifth Avenue, New York, New York 10151.

Householding of Proxy Delivery

If youMaterials

Under the Commission’s rules, companies and another stockholder shareintermediaries (such as brokers) may satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address the Fund may only send oneby delivering a single proxy statement unless you oraddressed to those stockholders. This practice, known as “householding,” is intended to improve the other stockholder(s) request otherwise. Call or writeconvenience of stockholders and to reduce the Fund if you wish to receive a separate copyFund’s printing and postage costs.

A number of the proxy statement andbrokers with accountholders who are stockholders of the Fund will promptly mailbe householding the Fund’s proxy materials and, accordingly, a copysingle proxy statement will be delivered to you. You may also callmultiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or writeyou revoke your consent. If at any time you no longer wish to the Fund if you wishparticipate in householding and would prefer to receive a separate proxy instatement, please notify your broker or call the future, or if you receive multiple copies now, and wish to receive a single copy in the future. For such requests, please callFund at 1-800-221-4268 or write the Fund at 745 Fifth Avenue, New York, New York 10151.

Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their brokers. The Fund will provide, upon availability, without charge to each person being solicited by this Proxy Statement a copy of its 2019 Annual Report to Stockholders on Form N-CSR for the year ended December 31, 2019.

Forward-Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are predictions and generally can be identified by use of statements that include phrases such as “plan,” “expect,” “will,” “should,” “could,” “anticipate,” “intend,” “project,” “estimate,” “guidance,” “possible,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to, the Fund’s future operating results, the prospects of the Fund’s portfolio companies, the impact of investments that the Fund has made or may make, the dependence of the Fund’s future success on the general economy and its impact on the companies and industries in which the Fund invests, the ability of the Fund’s portfolio companies to achieve their objectives and those described under the heading “Important Performance, Expense, and Risk Information” and elsewhere in the Fund’s Annual Report to Stockholders on Form N-CSR, for the year ended December 31, 2019, and subsequent filings with the Commission. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. No assurance can be given that the future results covered by the forward-looking statements will be achieved. Except as required by applicable law, all information contained herein is as of the date of this Proxy Statement, and the Fund does not intend to update this information.

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

Pursuant to Maryland law and the Bylaws of the Fund, only the matters set forth in the Notice of Special Meeting, and procedural items relating to the matters set forth in the Notice of Special Meeting, may be brought before the Meeting. If any procedural matter is presented for a vote at the Meeting, it is the intention of the persons named in the enclosed proxy to vote on such matter in accordance with their discretion.

		By order of the Board of Directors of Royce Value Trust, Inc.
		John E. Denneen,
		Secretary

Please fill in, date, and sign theWHITE proxy card and return it in the accompanying postage-paid envelope. You may also provide your voting instructions via telephone or the Internet by following the instructions on theWHITE proxy card. Please take advantage of these prompt and efficient vote authorization options.

Dated: May 11, 2020

APPENDIX A

INFORMATION REGARDING CURRENT INVESTMENT ADVISORY AGREEMENT
Dated: August 12, 2019

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CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS/TRUSTEES
FOR THE ROYCE FUNDS LISTED IN APPENDIX A HERETO

I.Fund	Date of Current Agreement	Date Last Submitted for Stockholder Approval*	CompositionDate Last Approved by Directors**	Contractual Investment Advisory Fee (as a percentage of the Audit Committeeaverage daily net assets)
Royce Value Trust, Inc.	July 1, 2016	September 14, 2001	June 5, 2019	Ranges from 0.50% to 1.50% of average net assets depending on performance compared to Standard & Poor’s SmallCap 600 Index
						* The Audit Committee shall be composedCurrent Agreement was approved by the Fund’s stockholders in connection with Legg Mason’s acquisition of at least three Directors/Trustees, each of whom:Royce in 2001.
		(a)		shall not be an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”);
		(b)		shall not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Fund (other than fees for serving on the Board of Directors/Trustees or any committee thereof); and
		(c)		shall be financially literate at the time of his or her appointment to the Audit Committee, as such qualification is interpreted** The only action taken by the Board of Directors/Trustees in its business judgment, or shall become financially literate within a reasonable period of time after his or her appointmentwith respect to the Audit Committee.Current Agreement since the fiscal year ended December 31, 2018 was the approval of the continuation of such Current Agreement as described in this Proxy Statement.

In

APPENDIX B

FORM OF NEW INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT

BETWEEN

ROYCE VALUE TRUST, INC.

AND

ROYCE & ASSOCIATES, LP

Investment Advisory Agreement made this _____ day of __________, 202_, by and between ROYCE VALUE TRUST, INC., a Maryland corporation (the “Fund”), and ROYCE & ASSOCIATES, LP, a Delaware limited partnership (formerly Royce & Associates, Inc. and Royce & Associates, LLC) (the “Adviser”).

The Fund and the eventAdviser hereby agree as follows:

1.            Duties of the Adviser. The Adviser shall, during the term and subject to the provisions of this Agreement, (a) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes, and (b) provide the Fund with such investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its assets. The Adviser shall perform such duties in accordance with the applicable provisions of the Fund’s Articles of Incorporation, By-Laws and stated investment objectives, policies and restrictions and any directions it may receive from the Fund’s Board of Directors.

2.            Expenses Payable by the Fund. Except as otherwise provided in Paragraphs 1 and 3 hereof, the Fund shall be responsible for determining the net asset value of its shares are or become listed on a nationaland for all of its other operations and shall pay all administrative and other costs and expenses attributable to its operations and transactions, including, without limitation, registrar, transfer agent and custodian fees; legal, administrative and clerical services; rent for its office space and facilities; auditing; preparation, printing and distribution of its proxy statements, stockholders’ reports and notices; supplies and postage; Federal and state registration fees; FINRA and securities exchange listing fees and expenses; Federal, state and local taxes; non-affiliated directors’ fees; interest on its borrowings; brokerage commissions; and the cost of issue, sale and repurchase of its shares.

3.            Expenses Payable by the Adviser. The Adviser shall pay all expenses which it may incur in performing its duties under Paragraph 1 hereof and shall reimburse the Fund for any space leased by the Fund and occupied by the Adviser.

4.            Compensation of the Adviser.

(a)             The Fund agrees to pay to the Adviser, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a fee comprised of a basic fee (the “Basic Fee”) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the Standard & Poor’s SmallCap 600 Stock Price Index (as the same may be constituted from time to time, the “Index”). Such fee shall be calculated and payable as follows:

For each month, the Basic Fee shall be a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the net assets of the Fund at the end of each month included in the applicable performance period. (The net assets of the Fund shall be computed by subtracting the amount of any indebtedness and other liabilities of the Fund from the value of the total assets of the Fund, and the liquidation preference of and any redemption premium for any Preferred Stock of the Fund that may be issued and outstanding shall not be treated as an indebtedness or areother liability of the Fund for this purpose.) The performance period for each such month shall be a rolling sixty (60) month period ending with the most recent calendar month.

The Basic Fee rate for each such month shall be increased at the rate of 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the investment performance of the Fund for the performance period then ended exceeds the percentage change in the investment record of the Index for such performance period (subject to a maximum of twelve (12) percentage points). If, however, the investment performance of the Fund for such performance period shall be exceeded by the percentage change in the investment record of the Index for such performance period, then such Basic Fee rate shall be decreased by 1/12 of .05% for each percentage point in excess of two (2), rounded to the nearer point (the higher point if exactly one-half a point), that the percentage change in the investment record of the Index exceeds the investment performance of the Fund for such performance period (subject to a maximum of twelve (12) percentage points).

The maximum increase or become quoteddecrease in the Basic Fee for any month may not exceed .50%, and the Fund shall pay such Basic Fee, as so adjusted, to the Adviser at the end of each performance period.

(b)            Notwithstanding the provisions of subparagraph (a) above to the contrary, the Adviser shall not be entitled to receive any monthly fee in respect of any performance period consisting of a rolling thirty-six (36) month period ending with the most recent calendar month for which the investment performance of the Fund shall be negative on an absolute basis (i.e., the investment performance of the Fund, rounded to the nearer whole point, is less than zero).

(c)             The investment performance of the Fund for any period shall be expressed as a national market quotation system,percentage of the additional qualification requirementsFund’s net asset value per share of Common Stock at the beginning of such period and shall mean and be the sum of: (i) the change in the Fund’s net asset value per share of Common Stock during such period; (ii) the value of the Fund’s cash distributions per share of Common Stock accumulated to the end of such period; and (iii) the value of capital gains taxes per share of Common Stock paid or payable on undistributed realized long-term capital gains accumulated to the end of such period. For this purpose, the value of distributions per share of Common Stock of realized capital gains, of dividends per share of Common Stock paid from investment income and the capital gains taxes per share of Common Stock paid or payable on undistributed realized long-term capital gains shall be treated as reinvested in shares of Common Stock of the Fund at the net asset value per share of Common Stock in effect at the close of business on the record date for the payment of such distributions and dividends and the date on which provision is made for such taxes, after giving effect to such distributions, dividends and taxes. Notwithstanding any provisions of this subparagraph (c) or of the other subparagraphs of Paragraph 4 hereof to the contrary, the investment performance of the Fund for any period shall not include, and there shall be excluded from the change in the Fund’s net asset value per share of Common Stock during such period and the value of the Fund’s cash distributions per share of Common Stock accumulated to the end of such period shall be adjusted for, any increase or decrease in the investment performance of the Fund for such period computed as set forth below also shall apply:in the preceding two sentences and resulting from the Fund’s capital stock transactions.

		(d)		each Director/Trustee who is a member of the Audit Committee shall satisfy the applicable independence requirements for any such national securities exchange or national market quotation system; and
		(e)		at least one Director/Trustee who is a member of the Audit Committee shall have accounting or related financial management expertise as the Board of Directors/Trustees interprets such qualification in its business judgment.

(d)            The Board of Directors/Trustees shall determine annually: (i) whether at least oneinvestment record of the membersIndex for any period, expressed as a percentage of the Audit Committee is an “audit committee financial expert,”Index level at the beginning of such period, shall mean and be the sum of (i) the change in the level of the Index during such period and (ii) the value, computed consistently with the Index, of cash distributions made by companies whose securities comprise the Index accumulated to the end of such period. For this purpose, cash distributions on the securities which comprise the Index shall be treated as definedreinvested in the Index at the end of each calendar month following the payment of the dividend.

(e)             Any calculation of the investment performance of the Fund and the investment record of the Index shall be in accordance with any then applicable rules of the Securities and Exchange Commission and (ii) whether simultaneous serviceCommission.

(f)             In the event of any termination of this Agreement, the fee provided for in this Paragraph 4 shall be calculated on more than three public company audit committeesthe basis of a period ending on the last day on which this Agreement is in effect, subject to apro rata adjustment based on the number of days elapsed in the current period as a percentage of the total number of days in such period.

5.            Excess Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Fund to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the Audit Committee would not impair the abilityamount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, to effectively serve on the Audit Committee, and,broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the closed-endFund and its other accounts.

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funds6.            Limitations on the Employment of the Adviser. The services of the Adviser to the Fund shall not be deemed exclusive, and the Adviser may engage in any other business or render similar or different services to others so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser to engage in any other business or to devote his time and attention in part to any other business, whether of a similar or dissimilar nature. So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only, investment adviser for the Fund, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, and shall not be responsible for any action of or directed by the Board must disclose any determination made under clause (ii) either on or through the applicable Funds website or in its annual proxy statement. If the disclosure is made on the Fund’s website,of Directors of the Fund, must disclose that fact in its annual proxy statement and provideor any committee thereof, unless such action has been caused by the website address. Multiple boards in the same fund complex are considered one board for this determination.

II.		Purposes of the Audit Committee
		The Audit Committee shall be responsible for:
		(1)		assisting Board oversight of the
				(a)		integrity of the Fund’s financial statements;
				(b)		independent accountants’ qualifications and independence; and
				(c)		performance of the Fund’s independent accountants; and
		(2)		preparation, or overseeing the preparation of, any audit committee report required by rules of the Securities and Exchange Commission to be included in the Fund’s proxy statement for its annual meeting of stockholders.
III.		Responsibilities and Duties of the Audit Committee

The Fund’s independent accountants shall report directly to the Audit Committee.

As may be necessaryAdviser’s gross negligence, willful malfeasance, bad faith or appropriate to carry out its purposes, or to comply with applicable law or the requirements of any securities exchange or market quotation system on which Fund shares are or may become listed or quoted, the Audit Committee shall have the following responsibilities and duties:

		(a)		the appointment, compensation, retention and oversight of the work of the Fund’s independent accountants, including the resolution of disagreements between management and the independent accountants regarding financial reporting;
		(b)		to (i) select an accounting firm to (1) serve as the Fund’s independent accountants, (2) audit the Fund’s financial statements on an annual basis, and (3) provide an opinion on an annual basis with respect to the Fund’s financial statements, and (ii) recommend that the members of the Board of Directors/Trustees who are not “interested persons” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, ratify such selection;

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		(c)		to pre-approve (i) all audit and permissible non-audit services to be provided to the Fund by the Fund’s independent accountants and (ii) all permissible non-audit services to be provided by the Fund’s independent accountants to the Fund’s Investment Adviser or any entity controlling, controlled by, or under common control with the Investment Adviser (“Adviser Affiliate”) that provides ongoing services to the Fund, if the engagement by the Adviser Affiliate relates directly to the operations and financial reporting of the Fund;
		(d)		if determined to be advisable, to develop policies and procedures for pre-approval of the engagement of the Fund’s independent accountants to provide any of the audit or non-audit services described in Section III(c) above;
		(e)		to consider whether each non-audit service provided by the Fund’s independent accountants to the Fund and to the Fund’s Investment Adviser or any Adviser Affiliate that provides ongoing services to the Fund is compatible with maintaining the independence of such independent accountants;
		(f)		to ensure that the Fund’s independent accountants submit on a periodic basis to the Audit Committee a formal written statement delineating all relationships between such independent accountants and the Fund, consistent with Independence Standards Board Standard No. 1, and to actively engage in a dialogue with, and receive and consider specific representations from, the Fund’s independent accountants with respect to any disclosed relationships or services that may affect the objectivity and independence of such independent accountants;
		(g)		to review the arrangements for annual and special audits and the scope of such audits with the Fund’s independent accountants;
		(h)		to meet to review and discuss the Fund’s audited financial statements and, to the extent required by applicable law or regulations, the Fund’s semi-annual financial statements with Fund management and the Fund’s independent accountants;
		(i)		to review with the Fund’s independent accountants any audit problems or difficulties the accountants may have encountered during or relating to the conduct of the audit, including any

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				matters required to be discussed pursuant to rules of The Public Company Accounting Oversight Board and other relevant regulatory and professional organizations, and management’s response;
		(j)		to establish and administer policies and procedures relating to the hiring by the Fund, its Investment Adviser, or any administrator that is an Adviser Affiliate of employees or former employees of the Fund’s independent accountants;
		(k)		to consider information and comments from the Fund’s independent accountants with respect to the Fund’s accounting and financial reporting policies, procedures and internal control over financial reporting (including the Fund’s critical accounting policies and practices) and management’s responses to any such comments;
		(l)		to request, receive and/or review from the Fund’s independent accountants such other materials as may be deemed necessary or advisable in the discretion of the Committee in the exercise of its duties under this Charter; such materials may (but are not required to) include, without limitation, any other material written communications relating to the Fund’s financial statements, or internal or disclosure controls, between the independent accountants and the Fund, the Investment Adviser, the Fund’s sub-adviser(s), if any, or other Fund service providers, such as any management letter or schedule of unadjusted differences;
		(m)		at least annually, to obtain and review a report by the Fund’s independent accountants describing: (i) such independent accountants’ internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of such independent accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by such firm, and any steps taken to deal with any such issues; and (iii) all relationships between the Fund’s independent accountants and the Fund, the Investment Adviser, Adviser Affiliates and members of management of such entities (to assess the independence of the Fund’s independent accountants);
		(n)		to establish procedures for: (i) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and

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				(ii) the confidential, anonymous submission of concerns by employees of the Fund’s Investment Adviser, manager, administrator, principal underwriter, or any other provider of accounting related services for the Fund regarding questionable accounting or auditing matters;
		(o)		to address reports received from attorneys in accordance with procedures adopted by the Fund’s Investment Adviser relating to the possible violation of federal or state law or fiduciary duty;
		(p)		to discuss with Fund management and the Fund’s independent accountants policies with respect to risk assessment and risk management;
		(q)		with respect to closed-end funds only, to discuss with Fund management the Fund’s press releases that discuss earnings (if any), as well as financial information or earnings guidance provided to analysts and ratings agencies (this may be done generally,e.g., the type of information to be disclosed and the type of presentation to be made); and
		(r)		to perform such other functions and to have such other powers consistent with this Charter, the Fund’s Articles of Incorporation or Declaration of Trust, as amended and supplemented, the Fund’s By-laws, as amended, and applicable law, as the Audit Committee or the Board deems necessary or appropriate.

The Audit Committee may delegate any portionreckless disregard of its authority, including the authority to grant preapprovalsobligations and duties under this Agreement.

7.              Responsibility of audit related services and permitted non-audit services, toDual Directors, Officers and/or Employees. If any person who is a subcommittee of onedirector, officer or more membersemployee of the Audit Committee pursuant to preapproval policies and procedures established by the Audit Committee; provided, however, that the Audit Committee may not delegate preapproval of the audit required by the Securities Exchange Act of 1934. Any decision of such subcommittee of the Audit Committee to grant preapprovals shall be presented to the full Audit Committee at its next regularly scheduled meeting.

The function of the Audit CommitteeAdviser is oversight; it is the responsibility of Fund management to maintain appropriate systems for accounting and internal control over financial reporting, and the responsibility of the Fund’s independent accountants to plan and carry outor becomes a proper audit. Specifically, Fund management is responsible for: (1) the preparation, presentation and integrity of the Fund’s financial statements; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations. The Fund’s independent

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accountants are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter. Nothing in this Charter shall be construed to reduce the responsibilities director, officer and/or liabilities of the Fund’s service providers, including the Fund’s independent accountants.

Although the Audit Committee is expected to review appropriately the matters that come before it, such review of a Fund’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Fund’s management for preparing, or the Fund’s independent accountants for auditing, the financial statements. Members of the Audit Committee are not employeesemployee of the Fund and acts as such in serving onany business of the Audit Committee, are not, and do not hold themselves outFund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as accountantsa director, officer or auditors. As such, it is not the duty or responsibilityemployee of the Audit CommitteeAdviser or its members to conduct “field work”under the control or other types of auditing or accounting reviews or procedures.

In discharging their duties, the membersdirection of the Audit Committee are entitledAdviser, although paid by the Adviser.

8.              Protection of the Adviser. The Adviser shall not be liable to rely on information, opinions, reports,the Fund for any action taken or statements, including financial statements and other financial data, if preparedomitted to be taken by the Adviser in connection with the performance of any of its duties or presented by: (1) oneobligations under this Agreement or more officersotherwise as an investment adviser of the Fund, whomand the BoardFund shall indemnify the Adviser and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably believespaid in settlement) incurred by the Adviser in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be reliable and competenttaken by the Adviser in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Board reasonably believes are within the person’s professional or expert competence; or (3) a committee of the Board.

IV.          Meetings

The Audit Committee shall meet on a regular basis but no less frequently than annually. The Audit Committee periodically shall meet separatelyconnection with the Fund’s independent accountants, Fund management, and representativesperformance of Fund management responsible for the financial and accounting operationsany of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. The Audit Committee may hold special meetings atNotwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Adviser against or entitle or be deemed to entitle the Adviser to indemnification in respect of, any liability to the Fund or its security holders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its duties and obligations under this Agreement.

Determinations of whether and the extent to which the Adviser is entitled to indemnification hereunder shall be made by reasonable and fair means, including (a) a final decision on the merits by a court or other body before whom the action, suit or other proceeding was brought that the Adviser was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties, or (b) in the absence of such times as the Audit Committee believes necessary or appropriate. Membersa decision, a reasonable determination, based upon a review of the Audit Committee may participate infacts, that the Adviser was not liable by reason of such misconduct by (i) the vote of a meetingmajority of a quorum of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in such meeting can hear each other.

V.          Assistance from Fund Management; Authority to Engage Advisers; Funding

The appropriate officersdirectors of the Fund shall provide or arrange to provide such information, data and services as the Audit Committee may request. The Audit Committee shall have the power and authority to take all action it believes necessary or appropriate to discharge its responsibilities, including the power and authority to retain independent counsel and other advisers. The Fund shall provide for appropriate funding, as determined by the Audit Committee as a committee of

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the Board, for payment of: (i) compensation to the Fund’s independent accountants or any other accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Fund, (ii) compensation to any advisers employed by the Audit Committee under this Section V, and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its responsibilities.

VI.         Annual Performance Evaluation

The Audit Committee shall perform a review and evaluation, at least annually, of the performance of the Audit Committee.

VII.       Reporting

The Audit Committee shall report regularly to the Board. The Chairman of the Audit Committee shall report to the Board on the results of its deliberations, and make such recommendations as deemed necessary or appropriate.

VIII.      Amendments

This Charter may be amended or modified from time to time by vote of the Board.

Dated: April 11, 2000, as amended through February 27, 2019

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APPENDIX A

Royce Capital Fund

Royce Global Value Trust, Inc.

Royce Micro-Cap Trust, Inc.

Royce Value Trust, Inc.

The Royce Fund

A-8

CHARTER OF THE NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS/TRUSTEES FOR
THE ROYCE FUNDS LISTED IN APPENDIX A HERETO

ORGANIZATION

The Nominating Committee (the “Committee”) of the Board of Directors/Trustees for the registered investment companies (each, a “Fund”) listed on Exhibit A attached hereto shall be composed solely of Directors/Trustees who are notneither “interested persons” of the Fund as(as defined in Section 2(a)(19) of the Investment Company Act of 1940 as amended (the “1940 Act”)) nor parties to the action, suit or other proceeding, or (ii) an independent legal counsel in a written opinion.

9.              Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the date above written and shall replace and supersede in all respects the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of June 30, 1996, by and who are “independent”between the Fund and the Adviser, the Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as definedof October 1, 2001 and as amended and supplemented to date, by and between the Fund and the Adviser, and the Amended and Restated Investment Advisory Agreement (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect), dated as of July 1, 2016, by and between the Fund and the Adviser. This Agreement shall remain in effect until June 30, 2022, and thereafter shall continue automatically for successive annual periods,provided that such continuance is specifically approved at least annually in the applicable listing standardsmanner required by the 1940 Act. This Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice by the vote of a majority of the nationaloutstanding voting securities exchange or national market quotation system (each, an “Exchange”) on which a Fund is listed or quoted (the “Independent Directors”). The Board of Directors/Trustees of the Fund (the “Board”) shall appointor by the membersvote of a majority of the Committee (which mayFund’s directors or may not be allby the Adviser, and will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Independent Directors)1940 Act);provided, however, that the provisions of Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser shall designateremain entitled to the Chairman of the Committee. The Committee shall have authority to retain its own counsel and other advisers the Committee deems appropriate and shall have the sole authority to approve the compensation and other terms of their retention.benefits thereof, notwithstanding any such termination.

RESPONSIBILITIES

The Committee shall identify individuals qualified to serveFund may, so long as Independent Directorsthis Agreement remains in effect, use “Royce” as part of its name. The Adviser may, upon termination of this Agreement, require the Fund and shall recommendto refrain from using the name “Royce” in any form or combination in its nominees for consideration by the full Board.

IDENTIFICATION AND EVALUATION OF POTENTIAL NOMINEES

In identifyingname or in its business, and evaluating a person as a potential nominee to serve as an Independent Director of the Fund shall, as soon as practicable following its receipt of any such request from the Committee should consider amongAdviser, so refrain from using such name.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other factors it may deem relevant:party at its principal office.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

	•		the contribution which the person can make to the Board, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant;ROYCE VALUE TRUST, INC.
	•	the character and integrity of the person;

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	•	whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Fund;
	By:
	•	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;Name: Christopher D. Clark
	•	whether or not the person is financially literate pursuant to the applicable Exchange’s audit committee membership standards;
	•	whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes;
	•	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;
	•	whether or not the selection and nomination of the person would be consistent with the requirements of the Fund’s retirement policies.

While the Committee is solely responsible for the selection and nomination of the Fund’s Independent Directors, the Committee shall review and consider nominations for the office of Director made by management and by Fund stockholders as it deems appropriate. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which include biographical information and set forth the qualifications of the proposed nominee.

QUORUM

A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Committee present at any meeting at which there is quorum shall be the act of the Committee.

NOMINATION OF DIRECTORS

After a determination by the Committee that a person should be selected and nominated as an Independent Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration and, if necessary, to the Independent Directors.

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MEETINGS

The Committee may meet either on its own or in conjunction with meetings of the Board. Meetings of the Committee may be held in person, by video conference or by conference telephone. The Committee may take action by unanimous written consent in lieu of a meeting.

Amended on March 9, 2015

Adopted: February 10, 2004

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APPENDIX A

The Royce Fund

Royce Capital Fund

Royce Micro-Cap Trust, Inc.

Royce Value Trust, Inc.

Royce Global Value Trust, Inc.

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PROXY TABULATOR
P.O. BOX 9112		To vote by Internet
FARMINGDALE, NY 11735
		1)  Read the Proxy Statement and have the proxy card below at hand.
		2)  Go to websitewww.proxyvote.com
		3)  Follow the instructions provided on the website.Title:   President
	ROYCE & ASSOCIATES, LP		To vote by Telephone
	1)  Read the Proxy Statement and have the proxy card below at hand.
		2)  Call1-800-690-6903
		3)  Follow the instructions.
		To vote by Mail
By:
		1)  Read the Proxy Statement.Name: Christopher D. Clark
		2)  Check the appropriate box on the proxy card below.Title:   Chief Executive Officer

APPENDIX C

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Set forth below is information, as of the as of the Record Date, concerning stock ownership of: (i) all persons known by the Fund to own beneficially 5% or more of the Fund’s outstanding shares of common stock and (ii) the Fund’s officers and Directors (12 persons).

The percentages in the “Percent” column are calculated in accordance with the rules of the Commission, under which a person may be deemed to be the beneficial owner of shares if that person has or shares the power to vote or dispose of those shares or has the right to acquire beneficial ownership of those shares within 60 days (for example, through the exercise of an option or warrant). The shares shown in the table as beneficially owned by certain individuals may include shares owned by certain members of their respective families. Because of these rules, more than one person may be deemed to be the beneficial owner of the same shares. The inclusion of the shares shown in the table is not necessarily an admission of beneficial ownership of those shares by the person indicated. Except as otherwise indicated, each of the persons named has sole voting and investment power with respect to the shares shown.

Name of Beneficial Owner or Identity of Group	Amount of Ownership	Percent*
Charles M. Royce+, Portfolio Manager(1)	422,130	0.42%
Christopher D. Clark, President and Director(1)	10,969	0.01%
Patricia W. Chadwick, Director(1)	0	0.00%
Christopher C. Grisanti, Director(1)	0	0.00%
Arthur S. Mehlman, Director(1)	5,778	0.01%
G. Peter O’Brien, Director(1)	3,337	0.00%
Michael K. Shields, Director(1)	0	0.00%
Francis D. Gannon, Vice President(1)	0	0.00%
Daniel A. O’Byrne, Vice President(1)	7,817	0.01%
Peter K. Hoglund, Treasurer(1)	27,078	0.03%
John E. Denneen, Secretary(1)	6,650	0.01%
Lisa Curcio, Chief Compliance Officer(1)	0	0.00%
All Officers and Directors of the Fund as a group (12 persons)	483,759	0.49%

_ ______

* All beneficial ownership percentages are based on the number of outstanding shares of the Fund’s common stock as of May 1, 2020.

⁺Charles M. Royce also previously served as a Director of the Fund.

(1) Such person’s address is c/o Royce Value Trust, Inc., 745 Fifth Avenue, New York, NY 10151.

Set forth below is information, as of the as of the Record Date, concerning stock ownership of all persons known by the Fund to own of record 5% or more of the Fund’s outstanding shares of common stock.

Name and Address of Record Owner	Amount and Nature of Ownership	Percent
Cede & Co.* Depository Trust Company P.O. Box #20 Bowling Green Station New York, NY 10028	95,274,360 shares − Record	3)  Sign and date the proxy card.95.68%
				4)  Return the proxy card* Shares held by brokerage firms, banks and other financial intermediaries on behalf of beneficial owners are registered in the envelope provided.name of Cede & Co.

APPENDIX D

INFORMATION REGARDING MEMBERS OF ROYCE’S BOARD OF MANAGERS AND ROYCE’S PRINCIPAL EXECUTIVE OFFICERS
Name	Principal Occupation
Charles M. Royce	Chief Executive Officer (until June 2016), President (until June 2014), and Member of the Board of Managers of Royce. Member of the Board of Trustees of The Royce Fund ("TRF") and Royce Capital Fund ("RCF"). Senior Portfolio Manager for The Royce Funds (as defined below).
Christopher D. Clark	Chief Executive Officer, President, Co-Chief Investment Officer, Managing Director, and Member of the Board of Managers of Royce. President and Member of the Board of Directors/Trustees of the Fund, TRF, Royce Micro-Cap Trust, Inc. ("RMT"), Royce Global Value Trust, Inc. ("RGT"), and RCF (the Fund, TRF, RMT, RGT, and RCF are collectively referred to as "The Royce Funds").
Gunjan Banati	Chief Risk Officer and Managing Director Royce.  Liquidity Risk Management Program Administrator for TRF and RCF.
John E. Denneen	General Counsel, Managing Director, Chief Legal and Compliance Officer, Secretary, and Member of the Board of Managers of Royce.  Secretary and Chief Legal Officer of The Royce Funds.
Francis D. Gannon	Co-Chief Investment Officer and Managing Director of Royce.  Vice President of The Royce Funds.
Peter K. Hoglund	Chief Financial Officer, Chief Administrative Officer, and Managing Director of Royce.  Treasurer of The Royce Funds.
Laura A. Boydston	Member of the Board of Managers of Royce.  Managing Director at Legg Mason.
Patricia Lattin	Member of the Board of Managers of Royce.   Chief Human Resources Officer and Senior Managing Director at Legg Mason.
Peter H. Nachtwey	Member of the Board of Managers of Royce.  Chief Financial Officer of Legg Mason and Member of its Executive Committee.

INFORMATION REGARDING EACHOFFICER OF THE FUND AND AND EACH DIRECTOR OF THE FUND WHO IS AN OFFICER, EMPLOYEE, OR DIRECTOR OF ROYCE
Name	Fund Title(s)
Christopher D. Clark	President and Director
John E. Denneen	Secretary and Chief Legal Officer
Francis D. Gannon	Vice President
Peter K. Hoglund	Treasurer
Lisa Curcio	Chief Compliance Officer
Daniel A. O’Byrne	Vice President

APPENDIX E

INFORMATION REGARDING AMOUNTS AND BROKERAGE COMMISSIONS
PAID BY FUND TO ROYCE AND ITS AFFILIATES

The following table sets forth, for the fiscal year ended December 31, 2019, information relating to: (i) amounts paid by the Fund to Royce and its affiliates and related waivers and (ii) brokerage commissions paid by the Fund to affiliated brokers.

Fund	Investment Advisory Fees Paid ($)*	Investment Advisory Fees Waived ($)	Administration Fees ($)**	Aggregate Commissions Paid to Affiliated Brokers ($)***	Percentage of Fund’s Aggregate Brokerage Commissions Paid to Affiliated Brokers***
Royce Value Trust, Inc.	7,398,487	None	649,425	48,984	4.80%
* As compensation for its services under the investment advisory agreement, Royce receives a fee comprised of a Basic Fee (“Basic Fee”) and an adjustment to the Basic Fee based on the investment performance of the Fund in relation to the investment record of the S&P SmallCap 600 Index (“S&P 600”).   The Basic Fee is a monthly fee equal to 1/12 of 1% (1% on an annualized basis) of the average of the Fund’s month-end net assets for the rolling 60-month period ending with such month (the “performance period”). The Basic Fee for each month is increased or decreased at the rate of 1/12 of .05% for each percentage point that the investment performance of the Fund exceeds, or is exceeded by, the percentage change in the investment record of the S&P 600 for the performance period by more than two percentage points. The performance period for each such month is a rolling 60-month period ending with such month. The maximum increase or decrease in the Basic Fee for any month may not exceed 1/12 of .5%. Accordingly, for each month, the maximum monthly fee rate as adjusted for performance is 1/12 of 1.5% and is payable if the investment performance of the Fund exceeds the percentage change in the investment record of the S&P 600 by 12 or more percentage points for the performance period, and the minimum monthly fee rate as adjusted for performance is 1/12 of .5% and is payable if the percentage change in the investment record of the S&P 600 exceeds the investment performance of the Fund by 12 or more percentage points for the performance period.   Notwithstanding the foregoing, Royce is not entitled to receive any fee for any month when the investment performance of the Fund for the rolling 36-month period ending with such month is negative. In the event that the Fund’s investment performance for such a performance period is less than zero, Royce will not be required to refund to the Fund any fee earned in respect of any prior performance period.   For the twelve rolling 60-month periods in 2019, the Fund’s investment performance ranged from 5% below to 21% below the investment performance of the S&P 600. Accordingly, the net investment advisory fee consisted of a Basic Fee of $13,229,217 and a net downward adjustment of $5,830,730 for the performance of the Fund relative to that of the S&P 600. For the year ended December 31, 2019, the Fund expensed Royce investment advisory fees totaling $7,398,487.
** Expenses directly attributable to the Fund are charged to the Fund’s operations, while expenses applicable to more than one of the Royce Funds are allocated equitably. Certain personnel, occupancy costs and other administrative expenses related to the Fund are allocated by Royce under an administration agreement and are included in administrative and office facilities and professional fees.
*** Represents brokerage commissions paid by the Fund to Raymond James & Associates, Inc. (“Raymond James”) during the fiscal year ended December 31, 2019.  Raymond James became an affiliated broker of the Fund during such period due to its beneficial ownership of more than 5% of the outstanding shares of common stock of Royce Global Value Trust, Inc.

APPENDIX F

INFORMATION REGARDING OTHER FUNDS ADVISED OR SUBADVISED BY ROYCE

The table below sets forth certain information regarding U.S. registered investment companies, other than the Fund, for which Royce provides investment advisory or subadvisory services. All information below is provided as of December 31, 2019.

Fund	Approximate   Net Assets	Contractual Investment Advisory Fee (as a percentage of average daily net assets)
Royce Micro-Cap Portfolio	$159 million	1.25%*
Royce Small-Cap Portfolio	$399 million	1.00%*
Royce Global Value Trust, Inc.	$143 million	1.00%
Royce Micro-Cap Trust, Inc.	$405 million	Ranges from 0.50% to 1.50% of average net assets depending on performance compared to Russell 2000 Index
Royce Dividend Value Fund	$104 million	● ● ● ●	0.85% of the first $2,000,000,000 0.80% of the next $1,000,000,000 0.75% of the next $1,000,000,000 0.70% of any additional average net assets*
Royce Global Financial Services Fund	$37 million	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets*
Royce International Premier Fund	$809 million	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets*
Royce Micro-Cap Fund	$337 million	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets*
Royce Opportunity Fund	$926 million	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets
Royce Pennsylvania Mutual Fund	$1.949 billion	● ● ●	1.00% of the first $50,000,000 0.875% of the next $50,000,000 0.75% of any additional average net assets
Royce Premier Fund	$1.808 billion	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets
Royce Small-Cap Value Fund	$171 million	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets*
Royce Smaller-Companies Growth Fund	$260 million	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets*
Royce Special Equity Fund	$1.092 billion	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets
Royce Total Return Fund	$1.522 billion	● ● ● ●	1.00% of the first $2,000,000,000 0.95% of the next $1,000,000,000 0.90% of the next $1,000,000,000 0.85% of any additional average net assets
* Royce waived a portion of its contractual investment advisory fee during the fiscal year ended December 31, 2019 pursuant to a contractual fee waiver and expense reimbursement arrangement.

Fund	Approximate   Net Assets	Contractual Subadvisory Fee (as a percentage of average daily net assets)
Legg Mason Small-Cap Quality Value ETF	$11.2 million	90% of the management fee** paid to the investment manager by the fund, net of (i) all fees and expenses incurred by the investment manager under the relevant management agreement (including, without limitation, any subadvisory fee paid to another subadviser to the fund) and (ii) expense waivers and reimbursements (In no event shall the subadvisory fee be less than zero)
** The management fee for Legg Mason Small-Cap Quality Value ETF is equal to 0.60% of its average daily net assets.

PLEASE VOTE TODAY!

SEE REVERSE SIDE

FOR THREE EASY WAYS TO VOTE.

▼  TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	E83355-P28091	KEEP THIS PORTION FOR YOUR RECORDS
		BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN THIS PORTION ONLYIN THE POSTAGE-PAID ENVELOPE PROVIDED  ▼

WHITE PROXY

ROYCE VALUE TRUST, INC.

Special Meeting of Stockholders Scheduled to be Held On July 14, 2020 

This Proxy is Solicited on Behalf of the Board of Directors of Royce Value Trust, Inc.

The undersigned hereby appoints Christopher D. Clark 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 Royce Value Trust, Inc. (the “Fund”), held of record by the undersigned on May 1, 2020 at the Special Meeting of Stockholders of the Fund scheduled to be held on July 14, 2020 (the “Meeting”) (or any adjournment or postponement thereof). The undersigned hereby acknowledges receipt of the Notice of the Special Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Meeting.

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. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the Meeting (or any adjournment or postponement thereof).

PLEASE NOTE: If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), timely notice of any such change will be provided by means of a press release, which will be posted on the following website: http://www.royceinvest.com. You are encouraged to check the website prior to the Meeting if you plan to attend the Meeting in person. An announcement of any change will also be filed on a timely basis with the Securities and Exchange Commission via its EDGAR system. In the event it is decided to hold a virtual meeting rather than an in-person meeting, such notice will include important information regarding the virtual meeting, including how to access, participate in, and vote at, such virtual meeting.

YOUR VOTE IS VERY IMPORTANT — PLEASE VOTE TODAY

(Continued and to be marked, dated and signed on the other side)

YOUR VOTE IS IMPORTANT

Please take a moment now to vote your Shares of Common Stock of Royce Value Trust, Inc.
for the upcoming Special Meeting of Stockholders.

YOU CAN VOTE TODAY IN ONE OF THREE WAYS:

1.	Vote by Telephone –Call toll-free from the U.S. or Canada at1-866-289-1750on a touch-tone telephone. If outside the U.S. or Canada, call1-646-880-9093. Please follow the simple instructions provided. You will be required to provide the unique control number printed below.

OR

2.	Vote by Internet –Please accesshttps://www.proxyvotenow.com/rvt and follow the simple instructions provided. Please note you must type an “s” after http. You will be required to provide the unique control number printed below.

CONTROL NUMBER:

You may vote by telephone or Internet 24 hours a day,  7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had signed and mailed a proxy card.

OR

3.

Vote by Mail –If you do not have access to a touch-tone telephone or to the Internet, please sign, date and promptly return the proxy card in the enclosed postage-paid envelope we have provided, or mail to: Royce Value Trust, Inc., c/o Innisfree M&A Incorporated, 20 Oser Ave, Suite 100, Hauppauge NY 11788.

▼ TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED▼

Please mark vote as in this sample

	The Board of Directors unanimously recommends that you vote “FOR” Proposal 1.	FOR	AGAINST	ABSTAIN
1. Proposal to consider and approve a new investment advisory agreement, by and between Royce & Associates, LP and Royce Value Trust, Inc.		☐	☐						☐

Date:______________________________, 2020

The Board of Directors of the Fund recommends a vote FOR the proposal.

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.

Signature

Signature Joint Owners

1.

TO ELECT THE DIRECTOR NOMINEES OF ROYCE VALUE TRUST, INC.

Title

01) Patricia W. Chadwick

02) Arthur S. Mehlman

03) Michael K. Shields

2.    THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

For address changes and/or comments, please check this box and write them on the back where indicated.

NOTE: Please sign exactly as your name(s) appear(s) hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or guardian,other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name, by authorized person.

officer.

Signature [PLEASE SIGN WITHIN BOX]                               Date

Signature [Joint Owners]                                         Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement is available at www.proxyvote.com.

E83356-P28091

		PROXY CARD
	PROXY							PROXY
		ROYCE VALUE TRUST, INC. 745 Fifth Avenue New York, New York 10151
		This Proxy is Solicited on Behalf of the Board of Directors of Royce Value Trust, Inc.
	The undersigned hereby appoints Christopher D. Clark 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 Royce Value Trust, Inc. held of record by the undersigned on July 18, 2019 at the Annual Meeting of Stockholders of Royce Value Trust, Inc. to be held on September 24, 2019, and at any postponement or 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 THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
		Address Changes/Comments: ____________________________________________________________________
		_______________________________________________________________________________________________
		(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)