ROYCE CAPITAL FUND
497, 1999-11-23
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                        Royce Total Return Portfolio
                Supplement to Prospectus dated April 26, 1999



At  a  Special  Meeting held on November 18, 1999, the Board of  Trustees  of
Royce  Capital  Fund voted to suspend sales of Royce Total  Return  Portfolio
shares, effective immediately.

November 18, 1999



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