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 80% 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.
June 25, 1997
