THE ROYCE FUND
                           (Royce Value Portfolio)

                       SPECIAL MEETING OF SHAREHOLDERS

                       ADJOURNMENT DATE: July, 3 1996

                         IMMEDIATE ATTENTION REQUIRED

Dear Shareholder:

Due to a lack of voting response, the June 26, 1996 special meeting of
shareholders was adjourned.  It Is critical that you vote your proxy. 
Contrary to the belief of many shareholders, all votes are vital no matter
how many shares you hold and your shares will not be represented unless we
receive voting instructions from you.  We have not received your vote and in
order for your shares to be represented, you need to vote on or before
July 3, 1996.

Shareholder Communications Corporation ("SCC') has been retained by the Fund
to assist shareholders with the voting process.  As the adjournment date
approaches, certain shareholders of the Fund may receive a call from a
representative of SCC if the Fund has still not yet received their vote.
Authorization to permit SCC to execute proxies may be obtained by telephonic
or, electronically transmitted instructions from shareholders of the Fund.

In all cases where a telephonic proxy is solicited, the SCC representative is
required to ask the shareholder for such shareholder's full name. address,
social security or employer identification number, title (if the person
giving the proxy is authorized to act on behalf of an entity such as a
corporation), the number of shares owned and to confirm that the shareholder
has received the Proxy Statement in the mail.  If the information solicited
agrees with the information provided to SCC by the Fund, then the SCC 
representative has the responsibility to explain the process, read the
proposals listed on the card, and ask for the shareholder's instructions on
each proposal.  The SCC representative, although he or she is permitted to
answer questions about the process, is not permitted to recommend to the
shareholder how to vote, other than to read any recommendations set forth in
the proxy statement. SCC will record the shareholder's instructions on the
card.  Within 72 hours, SCC will send the shareholder a letter or mailgram to
confirm the shareholder's vote and asking the shareholder to call SCC
immediately if the shareholder's instructions are not correctly reflected in
the confirmation.

For your convenience, we have established an easy method by which to register
your vote:

By phone, simply call Shareholder Communications Corporation, toll-free, at
1-800-733-8481, Extension "475".  Operators will be available to take your
vote over the phone between the hours of 9 a.m. to 11 p.m. EST.  OR By
facsimile, simply fax your executed proxy card to 1-800-733-1885 24 hours a
day.

We urge you to act promptly so that we can obtain a sufficient number of
shares to hold the meeting as scheduled and avoid the additional cost of
further proxy solicitation and meeting adjournment.  

Thank you for your prompt attention.