745 Fifth Avenue
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New York, NY 10151
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(212) 508-4500
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(800) 221-4268
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Re:
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Certified Shareholder Reports on Form N-CSR of
The Royce Fund (File No. 811-03599) (“TRF”) and Royce Capital Fund (811-07537) (“RCF”)
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1.
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Comment: Item 11(b) of Form N-CSR requires registrants to disclose any change in their internal control over financial
reporting “that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially
affect (emphasis added),” their internal control over financial reporting. The Shareholder Reports, however, confirmed that there were
no such changes to the internal controls over financial reporting for the Trusts during the second fiscal quarter rather than for the period covered by such Shareholder Reports (i.e., January 1, 2021 through December 31, 2021). Please
confirm that there were no such changes to the internal control over financial reporting for the Trusts during the period covered by the Shareholder Reports (i.e., January 1, 2021 through December 31, 2021). In addition, please update the
Item 11(b) certifications contained in the Trusts’ future Form N-CSR filings so that they refer to the prescribed time period.
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2.
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Under Item 27 of Form N-1A, every annual and semi-annual report to shareholders required by Rule 30e-1 under the Investment
Company Act of 1940 must contain certain required statements regarding the availability of: (i) proxy voting policies and procedures1 and (ii) proxy voting records2. The Shareholder Report for TRF did not include such
required statements. Please ensure that such required statements are included in TRF’s future shareholder report filings.
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Very truly yours,
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/s/ John E. Denneen
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John E. Denneen
Secretary |