As filed with the Securities and Exchange Commission on September 26, 1996.
Registration Nos. 2-80348 811-3599
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X /
Pre-Effective Amendment No. ______ / /
Post-Effective Amendment No. 39 /X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 40 /X /
(Check appropriate box or boxes)
THE ROYCE FUND
(Exact name of Registrant as specified in charter)
1414 Avenue of the Americas, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 355-7311
Charles M. Royce, President
The Royce Fund
1414 Avenue of the Americas, New York, New York 10019
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
(check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on October 25, 1996 pursuant to paragraph (b)*
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
/X / this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
The Royce Fund has registered an indefinite number of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Its 24f-2 Notice for its most
recent fiscal year was filed on February 28, 1996.
Total number of pages:
Index to Exhibits is located on page:
______________
*This post-effective amendment is being filed for the sole
purpose of delaying the effectiveness of post-effective amendment
No. 38 which was filed pursuant to Rule 485(a)(ii) under the
Securities Act of 1933, as amended, on July 17, 1996.
Accordingly, post-effective amendment No. 38 is incorporated
herein by reference in its entirety.
<PAGE>
CROSS REFERENCE SHEET
(Pursuant to Rule 481 of Regulation C)
Item of Form N-1A CAPTION or Location in Prospectus
Part A
I. Cover Page........................... Cover Page
II. Synopsis.............................. FUND EXPENSES
III. Condensed Financial Information... FINANCIAL HIGHLIGHTS
IV. General Description of Registrant.. INVESTMENT OBJECTIVES,
INVESTMENT POLICIES,
INVESTMENT RISKS,
INVESTMENT LIMITATIONS,
SIZE LIMITATIONS***,
GENERAL INFORMATION
V. Management of the Fund..............MANAGEMENT OF THE TRUST,
GENERAL INFORMATION
V.A. Management's Discussion of
Fund Performance..................... *
VI. Capital Stock and Other Securities. GENERAL INFORMATION,
DIVIDENDS, DISTRIBUTIONS AND
TAXES,
IMPORTANT ACCOUNT INFORMATION,
REDEEMING YOUR SHARES,
TRANSFERRING OWNERSHIP,
OTHER SERVICES
VII. Purchase of Securities Being
Offered ............................... INVESTMENT POLICIES****,
NET ASSET VALUE PER SHARE,
OPENING AN ACCOUNT AND
PURCHASING SHARES,
EXCHANGE PRIVILEGE,
OTHER SERVICES
VIII. Redemption or Repurchase............REDEEMING YOUR SHARES
IX. Pending Legal Proceedings...........*
<PAGE>
CAPTION or Location in Statement
Item of Form N-1A of Additional Information
Part B
X. Cover Page.......................... Cover Page
XI. Table of Contents..................TABLE OF CONTENTS
XII. General Information and History....*
XIII. Investment Objectives and Policies.INVESTMENT POLICIES AND
LIMITATIONS,
<PAGE>
RISK FACTORS AND SPECIAL
CONSIDERATIONS
XIV. Management of the Fund.............MANAGEMENT OF THE TRUST
XV. Control Persons and Principal
Holders of Securities............... MANAGEMENT OF THE TRUST,
PRINCIPAL HOLDERS OF SHARES
XVI. Investment Advisory and Other
Services ...........................MANAGEMENT OF THE TRUST,
INVESTMENT ADVISORY SERVICES,
CUSTODIAN,
INDEPENDENT ACCOUNTANTS
XVII. Brokerage Allocation and Other
Practices...........................PORTFOLIO TRANSACTIONS
XVIII.Capital Stock and Other Securities. DESCRIPTION OF THE TRUST
XIX. Purchase, Redemption and Pricing
of Securities Being Offered.........PRICING OF SHARES BEING OFFERED,
REDEMPTIONS IN KIND
XX. Tax Status.........................TAXATION
XXI. Underwriters.......................*
XXII. Calculation of Performance Data.... PERFORMANCE DATA
XXIII Financial Statements.................**
* Not applicable.
** Incorporated by reference.
*** Relates only to The REvest Growth & Income Fund, a series of the Trust.
****Relates only to Royce GiftShares Fund, a series of the Trust.
<PAGE>
Part A
Part A of The Royce Fund registration statement filed
pursuant to Rule 485(a)(ii) under The Securities Act of
1933, as amended, on July 17, 1996 is incorporated herein by
reference.
<PAGE>
Part B
Part B of The Royce Fund registration statement filed
pursuant to Rule 485(a)(ii) under The Securities Act of
1933, as amended, on July 17, 1996 is incorporated herein by
reference.
<PAGE>
Part C
Part C of The Royce Fund registration statement filed
pursuant to Rule 485(a)(ii) under The Securities Act of
1933, as amended, on July 17, 1996 is incorporated herein by
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this Post-
Effective Amendment to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New
York, on the 25th day of September, 1996.
The Registrant represents that this Post-Effective Amendment is
filed solely for one or more of the purposes set forth in paragraph
(b)(1) of Rule 485 under the Securities Act of 1933 and that no
material event requiring disclosure in the prospectus, other than one
listed in paragraph (b)(1) of such Rule or one for which the
Commission has approved a filing under paragraph (b)(1)(ix) of the
Rule, has occurred since the latest of the following three dates: (i)
the effective date of the Registrant's Registration Statement; (ii)
the effective date of the Registrant's most recent Post-Effective
Amendment to its Registration Statement which included a prospectus;
or (iii) the filing date of a post-effective amendment filed under
paragraph (a) of Rule 485 which has not become effective.
THE ROYCE FUND
By: /s/Charles M. Royce
Charles M. Royce, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Charles M. Royce President,Treasurer 9/25/96
Charles M. Royce and Trustee (Principal
Executive, Accounting
and Financial Officer)
/s/ Hubert L. Cafritz Trustee 9/25/96
Hubert L. Cafritz
/s/ Thomas R. Ebright Trustee 9/25/96
Thomas R. Ebright
/s/ Richard M. Galkin Trustee 9/25/96
Richard M. Galkin
/s/ Stephen L. Isaacs Trustee 9/25/96
Stephen L. Isaacs
/s/ William L. Koke Trustee 9/25/96
William L. Koke
/s/David L. Meister Trustee 9/25/96
David L. Meister
NOTICE
A copy of the Trust Instrument of The Royce Fund is
available for inspection at the office of the Registrant, and notice
is hereby given that this instrument is executed on behalf of the
Registrant by an officer of the Registrant as an officer and not
individually and that the obligations of or arising out of this
instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the
Registrant.
<PAGE>
THE ROYCE FUND
1414 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
September 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Royce Fund
Registration No. 2-80348
File No. 811-3599
Gentlemen:
I have reviewed Post-Effective Amendment No. 39 to the
Registration Statement on Form N-1A of The Royce Fund (the "Fund")
under the Securities Act of 1933, as amended (the "Act"), which is
to be filed by the Fund with the Commission pursuant to paragraph
(b) of Rule 485 under the Act. This is to advise you that it is my
judgment that such Post-Effective Amendment does not contain
disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of said Rule.
Sincerely,
John E. Denneen
Associate General Counsel
JED:am
