Royce Total Return Fund
Supplement to Prospectus dated April 30, 1997
In accordance with its dual objective of capital appreciation
(realized and unrealized) and current income, Royce Total Return
Fund will normally invest at least 65% of its assets in common
stocks and convertible securities. At least 90% of these
securities will be income-producing, and at least 65% will be
issued by companies with stock market capitalizations under $1
billion at the time of investment. The remainder of the
Fund's assets may be invested in securities with higher
stock market capitalizations, non-dividend-paying common stocks
and non-convertible securities. While most of the Fund's
securities will be income-producing, the composite yield of the
Fund will vary and may be either higher or lower than the
composite yield of the stocks in the S&P 500.
September 25, 1997
