ROYCE VALUE FUND
Supplement to Prospectus dated April 30, 1996
The Trust's Board of Trustees has recommended that shareholders
of Royce Value Fund approve the acquisition of all of the Fund's
assets and liabilities by Pennsylvania Mutual Fund, another
series of the Trust, in exchange for shares of a newly-
established Consultant Class of Pennsylvania Mutual Fund. The
proposed combination will be voted on at a Special Meeting of
Royce Value Fund's shareholders to be held on or before June 27,
1997.
March 17, 1997
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ROYCE EQUITY INCOME FUND
Supplement to Prospectus dated July 1, 1996
The Trust's Board of Trustees has recommended that shareholders
of Royce Equity Income Fund approve the acquisition of all of the
Fund's assets and liabilities by Royce Total Return Fund, another
series of the Trust, in exchange for shares of Royce Total Return
Fund. The proposed combination will be voted on at a Special
Meeting of Royce Value Fund's shareholders to be held on or
before June 27, 1997.
March 17, 1997
