CORRESP 56 filename56.htm

The Royce Fund

    745 Fifth Avenue
    New York, NY 10151
    (212) 508-4500
    (800) 221-4268
    e-mail: funds@roycefunds.com
    website: www.roycefunds.com

January 29, 2010

Securities and Exchange Commission
Attn: Mr. Keith O’Connell
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Division of Investment Management

Re:   Registration Statement on Form N-1A for
    The Royce Fund (File Nos. 002-80348 & 811-03599)

Dear Mr. O’Connell:

          Enclosed herewith for filing under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), is Post-Effective Amendment No. 96 under the 1933 Act and Amendment No. 98 under the 1940 Act to the Registration Statement on Form N-1A of The Royce Fund (the “Trust”).

          The enclosed Amendment is being filed pursuant to paragraph (a)(i) of Rule 485 under the 1933 Act to reflect disclosure added to the Trust’s Prospectuses and Statement of Additional Information to comply with revisions to Form N-1A relating to the implementation of the summary prospectus rules. Please note that certain financial information in the Prospectus, including information relating to annual fund operating expenses, the expense example, financial statements and taxation, as well as all financial, investment return and tax information in the Statement of Additional Information, has not been updated. We intend to file a subsequent pre-effective amendment to the Registration Statement that will contain such information as well as all exhibits and reflect changes necessary to incorporate any comments received from the staff.

          Should you have any questions or comments, do not hesitate to call the undersigned at (212) 508-4578.

    Very truly yours,
     
     
    /s/ John E. Denneen
    John E. Denneen
    Secretary