______________, 1998
Royce & Associates, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx , XX 00000
Gentlemen:
Reference is made to the (i) Investment Advisory Agreement dated as of June
30, 1996 (the "Investment Advisory Agreement") by and between Royce Value Trust,
Inc., a Maryland corporation (the "Fund"), and Royce & Associates, Inc.
(formerly Quest Advisory Corp.), a New York corporation ("Royce"), and (ii) the
Underwriting Agreement made _____________, 1998 (the "Underwriting Agreement")
by and between the Fund, Xxxxx, and PaineWebber Incorporated, Xxxxxxx Xxxxx
Xxxxxx Inc. and Prudential Securities Incorporated (the "Underwriters").
The Fund and Xxxxx hereby acknowledge and agree (i) that Xxxxx became a
party to the Underwriting Agreement and made representations, warranties,
covenants and indemnities therein in favor of the Underwriters at the request of
and as an accommodation to the Fund, and (ii) that as between the Fund, on the
one hand, and Royce, on the other hand, the Fund shall be primarily liable for
the payment and performance of the joint and several obligations of the Fund and
Xxxxx to the Underwriters arising thereunder.
In order to implement the foregoing, the Fund and Xxxxx further acknowledge
and agree that for purposes of Paragraph 8 of the Investment Advisory Agreement
(Protection of the Advisor), any liability of Royce to the Underwriters arising
under the Underwriting Agreement shall be deemed to have been incurred by Xxxxx
as an investment adviser of the Fund, and the Fund hereby agrees to indemnify
Xxxxx and hold Xxxxx harmless from and against all damages, liabilities, costs
and expenses (including reasonable attorneys' fees and amounts reasonably paid
in settlement) incurred by Xxxxx under or by reason of the Underwriting
Agreement (subject, however, to the limitations and procedures set forth in
Paragraph 8 of the Investment Advisory Agreement for indemnification of Royce by
the Fund, and subject to the further limitation that the Fund will not indemnify
Xxxxx for any damage, liability, cost or expense resulting from any incorrect
information concerning Royce which is provided to the Fund by Xxxxx or from any
failure by Xxxxx to provide such information).
Very truly yours,
ROYCE VALUE TRUST, INC.
By:_________________________________
ACCEPTED AND AGREED:
ROYCE & ASSOCIATES, INC.
By:____________________________
