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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors In planning and performing our audit of the financial statements of Royce Value Trust, Inc. for the year ended December 31, 2004, we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control. The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States of America. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition. Because of inherent limitations in any internal control, errors or fraud may occur and not be detected. Also, projection of any evaluation of the internal control to future periods is subject to the risk that it may become inadequate because of changes in conditions or that the effectiveness of the design and operation may deteriorate. Our consideration of the internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses, as defined above, as of December 31, 2004. This report is intended solely for the information and use of management and the Board of Directors of Royce Value Trust, Inc. and the Securities and Exchange Commission, and is not intended to be and should not be used by anyone other than these specified parties. /s/
ON INTERNAL CONTROL
Royce Value Trust, Inc.
New York, New York
Philadelphia, Pennsylvania
January 21, 2005
Exhibit 77C
ROYCE VALUE TRUST, INC.
At the 2004 Annual Meeting of Stockholders held on September 28, 2004, the Fund's stockholders elected those members of the Board of Directors whose terms would otherwise have expired at the completion of the 2004 Annual Meeting, consisting of (a) Mark R. Fetting, (b) Richard M. Galkin, (c) William L. Koke, (d) Arthur S. Mehlman and (e) David L. Meister.
Common Stock and Preferred Stock Voting Together As A Single Class |
|
|||||
Votes For |
Votes Against |
Votes Abstained |
Votes For |
Votes Against |
Votes Abstained |
|
(a) |
54,308,032 |
N/A |
432,961 |
N/A |
N/A |
N/A |
(b) |
54,325,149 |
N/A |
415,844 |
N/A |
N/A |
N/A |
(c) |
N/A |
N/A |
N/A |
7,659,862 |
N/A |
67,338 |
(d) |
54,331,600 |
N/A |
409,393 |
N/A |
N/A |
N/A |
(e) |
N/A |
N/A |
N/A |
7,650,962 |
N/A |
76,238 |