ROYCE FUND, 497, 1999-10-04

ROYCE FUND
497, 1999-10-04

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                        Royce Trust & GiftShares Fund
                              (Investment Class)

                 Supplement to Prospectus dated May 3, 1999


      Effective  October  4,  1999, Royce Fund Services,  Inc.  ("RFS"),  the
distributor of Royce Trust & GiftShares Fund (the "Fund") shares, will pay an
up-front commission to certain broker/dealers whose customers establish a new
account  with  the  Fund  and  purchase its Investment  Class  shares.   This
commission  will  be payable by RFS out of its own assets  and  will  not  be
recouped  from  investors  or the Fund.  RFS may  terminate  this  commission
arrangement at any time and without prior notice.



October 1, 1999