Dear Royce Value Trust Shareholder:


For the past year, we have been looking for the right corporate partner, one
that would allow us to manage The Royce Funds in the years ahead with the same
approach that shareholders have known for the past almost 30 years.

We are pleased to announce that we have found that partner in Legg Mason,
Inc., a public company listed on the New York Stock Exchange (Symbol LM). Legg
Mason has agreed to purchase the business of Royce & Associates, Inc. ("R&A"),
the Investment Adviser to The Royce Funds. R&A will become a wholly owned
subsidiary of Legg Mason and is expected to retain day-to-day operating
autonomy.

Legg Mason, Inc., headquartered in Baltimore, is a holding company that
provides asset management, securities brokerage, investment banking and
related financial services through its subsidiaries. As of June 30, 2001, Legg
Mason's asset management subsidiaries had aggregate assets under management of
$145.6 billion, including approximately $29.5 billion in proprietary mutual
funds.

Our partnership with Legg Mason offers important benefits for all shareholders
of The Royce Funds:

o    We expect to retain full autonomy over our investment process
     and to manage our portfolios in the same small-cap value style that you
     have come to appreciate.

o    Whitney George, Buzz Zaino, Charlie Dreifus and I will continue
     as Senior Portfolio Managers of R&A, and there is great incentive for us
     to provide high-quality investment management services to our client
     accounts.

o    The current Fund classes will retain their same management fee
     structure upon completion of the transaction; no additional levels of
     expenses will be added to the current Fund classes as a result of the
     transaction.

As a result of the transaction, The Royce Funds must obtain approval by the
Funds' shareholders of new investment advisory agreements. Enclosed is a Proxy
statement giving further details and asking for your approval. We hope that
you will read it carefully and vote promptly.

Please call Investor Services at 1-800-221-4268 with any questions.

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

Sincerely,


Charles M. Royce





                             IMPORTANT INFORMATION


For Royce Value Trust Shareholders

Enclosed is a Proxy Statement for an up-coming shareholder meeting. While we
encourage you to carefully read the full text of the enclosed Proxy Statement,
here is a brief overview of matters to be voted on:

Q&A

Q   What am I being asked to vote "FOR" on this proxy?

A   This proxy has two proposals:

1.  Approval of a new investment advisory agreement between the Fund and Royce
    & Associates, Inc. ("R&A"), on substantially similar terms as the current
    investment advisory agreement, but with R&A operating as a wholly-owned
    subsidiary of Legg Mason, Inc. (NYSE:LM);

2.  Election of Directors of the Fund.


Q   Why are we being asked to vote on a new investment advisory agreement?

A   R&A has agreed to be acquired by Legg Mason. That transaction will
terminate the current investment advisory agreement between the Fund and R&A.
The transaction cannot be completed unless a number of conditions are met. One
condition is that the shareholders of all but our smallest funds must approve
the proposed new investment advisory agreements. As a result, you are being
asked to vote on the new investment advisory agreement with R&A, operating
under its new ownership.


Q   Why are you selling the firm?

A   We wanted to ensure that R&A would be in a position to continue to
provide well into the future the same level of Fund investment management as
it has for the past almost 30 years.


Q   Will this change the advisory fees on my fund?

A   No. The new investment advisory agreement provides for advisory
fees payable to R&A at the same rates contained in the current advisory
agreement.



Q   Will the portfolio management team change as a result of the
transaction?

A   No. The current portfolio management team is expected to remain in
place upon completion of the transaction, and Chuck Royce, Whitney George and
Buzz Zaino have each signed a five-year employment agreement.


Q   How does the Board of Directors recommend shareholders vote on
these proposals?

A   The Board of Directors has unanimously recommended that
shareholders vote "FOR" each of the proposals. The Board believes that R&A's
proposed acquisition by Legg Mason is in the best interests of the Fund and
its shareholders.


Q   How can I vote my proxy?

A   For your convenience, there are several ways you can vote:
o   By mail:  vote, sign and return the enclosed proxy card
o   By telephone:  877-779-8683
o   By internet: www.eproxyvote.com/rvt (for Common Stock)
                 www.eproxyvote.com/rvt.pr (for 7.80% Cumulative Preferred
                 Stock)
                 www/eproxyvote.com/rvt.pra (for 7.30% Cumulative Preferred
                 Stock)
o   In person:  September 14, 2001, 2:00 p.m., 1414 Avenue of the Americas,
    New York, NY 10019


See your proxy card for specific instructions on how to vote via telephone,
facsimile or the internet.

It is important that you vote your proxy promptly.