Exhibit (j)(7)
AMENDMENT TO THE
CUSTODIAN CONTRACT
AGREEMENT made this ____ day of January, 2003 by and between STATE STREET
BANK AND TRUST COMPANY ("Custodian") and ROYCE VALUE TRUST, INC. (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated October 20, 1986 (as amended to date, the "Contract") which governs the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following:
Replace in its entirety Section 2.15 Proper Instructions with the
following new Section 2.15:
2.15) Proper Instructions. Proper Instructions as used throughout
this Article 2 means a writing signed or initialed by two or more
persons as the Board of Directors shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Custodian
reasonably believes them to have been given by a person authorized
to give such instructions with respect to the transaction involved.
The Fund shall cause all oral instructions to be confirmed in
writing by two or more persons as the Board of Directors shall have
from time to time authorized. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the
Board of Directors of the Fund accompanied by a detailed description
of procedures approved by the Board of Directors, Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices, provided that the Board of
Directors and the Custodian are satisfied that such procedures
afford adequate safeguards for the Fund's assets.
IN WITNESS WHEREOF, each of the parties have caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST ROYCE VALUE TRUST, INC.
________________________________ ____________________________________
ATTEST STATE STREET BANK AND TRUST COMPANY
________________________________ ____________________________________
Assistant Secretary Vice President