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ROYCE TOTAL RETURN FUND
SUPPLEMENT TO PROSPECTUS DATED APRIL 30, 1997
The Rule 12b-1 distribution plan for Royce Total Return Fund, which had provided
for a payment to Royce Fund Services, Inc., the Fund's distributor, of .25% per
annum of the Fund's average net assets, was terminated, effective December 31,
1997. No payments had ever been made by Royce Total Return Fund under this
plan.
January 15, 1998
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