FIRST AMENDMENT
TO
REGISTRAR, TRANSFER AGENCY AND PAYING AGENCY AGREEMENT
1. GENERAL BACKGROUND. In accordance with the Amendment provision in
Section 11 of the Registrar, Transfer Agency and Paying Agency
Agreement between State Street Bank and Trust Company (the "Bank") and
Royce Value Trust, Inc. (the "Fund") dated August 21, 1996 (the
"Agreement"), the parties desire to amend the Agreement.
1.2 This Amendment shall be effective May ___, 1998 (the "First
Amendment") and all defined terms and definitions in the
Agreement shall be the same in the First Amendment except as
specifically revised by the First Amendment.
2. ADDITIONAL STOCK. The Fund will be issuing a new series of Cumulative
Preferred Stock on May ___, 1998. Section 1.01 of the Agreement is
hereby deleted in its entirety and the new Section 1.01 below is
inserted in its place.
1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints the Bank to act as, and the
Bank agrees to act as registrar, transfer agent for the Fund's
authorized and issued shares of its Cumulative Preferred Stock,
including its 7.8% Cumulative Preferred Stock and its ____%
Tax-Advantaged Cumulative Preferred Stock ("Shares"), dividend
paying agent and agent in connection with the payment of any
redemption or liquidation proceeds as set out in the prospectuses
of the Fund offering the sale of the Shares.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this ____ day of _________, 1998.
STATE STREET BANK ROYCE VALUE TRUST, INC.
AND TRUST COMPANY
________________________________ ____________________________________
By: By:
Title: Title:
