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Royce Total Return Fund
Supplement to Prospectus dated April 30, 1998
Effective for the fiscal year beginning January 1, 1999, Royce Total
Return Fund will pay dividends from net investment income (if any) on a
quarterly basis and will continue to distribute its net realized capital
gains annually in December. Dividends and distributions will be
automatically reinvested in additional shares of the Fund unless the
shareholder chooses otherwise.
January 4, 1999
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