U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Royce Fund
2. Name of each series or class of funds for which this notice
is filed:
Pennsylvania Mutual Fund PMF II
Royce Equity Income Fund Royce Premier Fund
Royce GiftShares Fund Royce Total Return Fund
Royce Global Services Fund Royce Value Fund
Royce Low-Priced Stock Fund The REvest Growth & Income Fund
Royce Micro-Cap Fund Royce Financial Services Fund
3. Investment Company Act File Number: 811-3599
Securities Act File Number: 2-80348
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal
year:
-0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during
the fiscal year:
33,395,599 shares; $245,748,011 aggregate sale price
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
33,395,599 shares; $245,748,011 aggregate sale price
<PAGE>
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see instructions B.7):
18,253,591 shares; $135,219,040 aggregate sale price
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $245,748,011
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if appli-
cable) + $135,219,040
(iii) Aggregate price of shares redeemed or repurchased - $514,795,533
during the fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + - 0 -
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line(i), plus line (ii), less line (iii), plus line
(iv)] (if applicable): $ - 0 -
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see x .00030303 Instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ - 0 -
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60 days after
the close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 26, 1997
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By (Signature and Title)*
S/JOHN E. DENNEEN
John E. Denneen, Secretary
Date February 26, 1997
*Please print the name and title of the signing officer below the
signature.
<PAGE>
February 26, 1997
Securities and Exchange Commission
450 Fifth St., N.W.
Washington, D.C. 20549
Re: The Royce Fund
File Nos. 2-80348 and 811-3599
Dear Sirs:
Reference is made to the Rule 24f-2 Notice for The Royce
Fund, a Delaware business trust (the "Fund"), to the Securities
and Exchange Commission pursuant to Rule 24f-2 under the
Investment Company Act of 1940, relating to 33,395,599 shares of
beneficial interest of the Fund (the "Shares") sold during the
fiscal year of the Fund ended December 31, 1996, in reliance upon
registration pursuant to such Rule.
I have been supplied with copies of the Declaration of Trust
and By-Laws of the Fund and all amendments thereto, certified or
otherwise identified to my satisfaction, and such other documents
and instruments as I have deemed necessary for purposes of
rendering the opinion expressed herein.
Based upon the foregoing and having due regard to those
legal considerations which I deem relevant, I am of the opinion
that the Shares were legally issued and are fully paid and non-
assessable under the applicable laws of the State of Delaware.
This opinion is furnished to the Securities and Exchange
Commission in connection with the Fund's Rule 24f-2 Notice.
Very truly yours,
S/JOHN E. DENNEEN
John E. Denneen, Esq.
