December 14, 2011 The Royce Fund
 |
| December 14, 2011 |
| The Royce Fund | ||
| 000 Xxxxx Xxxxxx | ||
| New York, NY 10151 | ||
| Re: Fee Waiver and Expense Reimbursement - Royce Special Equity Multi-Cap Fund (Institutional Class) | ||
| Gentlemen: | ||
Reference
is made to the Investment Advisory Agreement dated December 16, 2010 (the “Agreement”) by and between The Royce Fund (the “Fund”) on behalf of Royce Special
Equity Multi-Cap Fund (the “Series”) and Royce & Associates, LLC
(the “Adviser”). |
||
Notwithstanding
the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the
Adviser hereby waives compensation for services provided by it under the Agreement
for the period beginning with the commencement of operations of the Institutional
Class of shares (the “Class”) of the Fund and ending April 30, 2015 (the
"Period"), and/or agrees to reimburse expenses relating to the Period to the Series
with respect to the Class in an amount, if any, necessary so that the Series’
“Annual Operating Expenses” for the Class are not more than 1.04% of the
Class’ average net assets for the Period. |
||
The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will
not apply for any period when the Adviser is not rendering services to such Series
under the Agreement. |
||
The Series’ “Annual Operating Expenses” for the Class means and will consist
only of the following operating expenses of the Series for the Class that are, under
generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the period involved: (i) investment advisory
fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees,
shareholder servicing fees, administrative and office facilities expenses, professional
fees, trustees’ fees and any other operating expenses of the Series with respect
to the Class that are recorded or includable in the Series’ statement of operations
in accordance with generally accepted accounting principles. Notwithstanding the
provisions of the immediately preceding sentence, the Series’ “Annual
Operating Expenses” for the Class do not include “acquired fund expenses”, interest and dividends on securities sold short, amortization of organization
expenses, taxes, brokerage commissions, litigation and indemnification expenses
or any costs or expenses of or for the Series with respect to the Class that are
“extraordinary” as determined
under generally accepted accounting principles (see Accounting Principles Board
Opinion No. 30). |
| Very truly yours, | |
| ROYCE & ASSOCIATES, LLC | |
| By: /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | |
| Chief Operating Officer |
| ACCEPTED: | ||
| THE ROYCE FUND | ||
| By: /s/ Xxxx X. Xxxxxxxxx | ||
| Xxxx X. Xxxxxxxxx | ||
| Vice President | ||
 |
|
| December 14, 2011 |
| The Royce Fund | ||
| 000 Xxxxx Xxxxxx | ||
| New York, NY 10151 | ||
| Re: Fee Waiver and Expense Reimbursement - Royce Special Equity Multi-Cap Fund (Investment Class) | ||
| Gentlemen: | ||
Reference
is made to the Investment Advisory Agreement dated December 16, 2010 (the “Agreement”) by and between The Royce Fund (the “Fund”) on behalf of Royce Special
Equity Multi-Cap Fund (the “Series”) and Royce & Associates, LLC
(the “Adviser”). |
||
Notwithstanding
the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the
Adviser hereby waives compensation for services provided by it under the Agreement
for the period beginning with the commencement of operations of the Investment Class
of shares (the “Class”) of the Fund and ending April 30, 2015 (the “Period”),
and/or agrees to reimburse expenses relating to the Period to the Series with respect
to the Class in an amount, if any, necessary so that the Series’ “Annual
Operating Expenses” for the Class are not more than 1.24% of the Class’
average net assets for the Period. |
||
The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will
not apply for any period when the Adviser is not rendering services to such Series
under the Agreement. |
||
The Series’ “Annual Operating Expenses” for the Class means and will consist
only of the following operating expenses of the Series for the Class that are, under
generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the period involved: (i) investment advisory
fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees,
shareholder servicing fees, administrative and office facilities expenses, professional
fees, trustees’ fees and any other operating expenses of the Series with respect
to the Class that are recorded or includable in the Series’ statement of operations
in accordance with generally accepted accounting principles. Notwithstanding the
provisions of the immediately
preceding sentence, the Series’ “Annual Operating Expenses” for the
Class do not include “acquired fund expenses”, interest and dividends
on securities sold short, amortization of organization expenses, taxes, brokerage
commissions, litigation and indemnification expenses or any costs or expenses of
or for the Series with respect to the Class that are “extraordinary” as determined
under generally accepted accounting principles (see Accounting Principles Board
Opinion No. 30). |
| Very truly yours, | |
| ROYCE & ASSOCIATES, LLC | |
| By: /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | |
| Chief Operating Officer |
| ACCEPTED: | ||
| THE ROYCE FUND | ||
| By: /s/ Xxxx X. Xxxxxxxxx | ||
| Xxxx X. Xxxxxxxxx | ||
| Vice President |
|
|
| December 14, 2011 |
| The Royce Fund | ||
| 000 Xxxxx Xxxxxx | ||
| New York, NY 10151 | ||
| Re: Fee Waiver and Expense Reimbursement - Royce Global Value Fund (R Class) | ||
| Gentlemen: | ||
Reference
is made to the Investment Advisory Agreement dated October 27, 2006 (the “Agreement”) by and between The Royce Fund (the “Fund”) on behalf of Royce Global
Value Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”). |
||
Notwithstanding
the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the
Adviser hereby waives compensation for services provided by it under the Agreement
for the period beginning with the commencement of operations of the R Class of shares
(the “Class”) of the Fund and ending April 30, 2013 (the "Period"), and/or
agrees to reimburse expenses relating to the Period to the Series with respect to
the Class in an amount, if any, necessary so that the Series’ “Annual
Operating Expenses” for the Class are not more than 1.99% of the Class’
average net assets for the Period. |
||
The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will
not apply for any period when the Adviser is not rendering services to such Series
under the Agreement. |
||
The Series’ “Annual Operating Expenses” for the Class means and will consist
only of the following operating expenses of the Series for the Class that are, under
generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the period involved: (i) investment advisory
fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees,
shareholder servicing fees, administrative and office facilities expenses, professional
fees, trustees’ fees and any other operating expenses of the Series with respect
to the Class that are recorded or includable in the Series’ statement of operations
in accordance with generally accepted accounting principles. Notwithstanding the
provisions of the immediately preceding sentence, the Series’ “Annual
Operating Expenses” for the Class do not
include “acquired fund expenses”, interest and dividends on securities
sold short, amortization of organization expenses, taxes, brokerage commissions,
litigation and indemnification expenses or any costs or expenses of or for the Series
with respect to the Class that are “extraordinary” as determined under generally
accepted accounting principles (see Accounting Principles Board Opinion No. 30). |
| Very truly yours, | |
| ROYCE & ASSOCIATES, LLC | |
| By: /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | |
| Chief Operating Officer |
| ACCEPTED: | ||
| THE ROYCE FUND | ||
| By: /s/ Xxxx X. Xxxxxxxxx | ||
| Xxxx X. Xxxxxxxxx | ||
| Vice President | ||
|
|
| December 14, 2011 |
| The Royce Fund | ||
| 000 Xxxxx Xxxxxx | ||
| New York, NY 10151 | ||
| Re: Fee Waiver and Expense Reimbursement - Royce Global Value Fund (K Class) | ||
| Gentlemen: | ||
Reference
is made to the Investment Advisory Agreement dated October 27, 2006 (the “Agreement”) by and between The Royce Fund (the “Fund”) on behalf of Royce Global
Value Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”). |
||
Notwithstanding
the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the
Adviser hereby waives compensation for services provided by it under the Agreement
for the period beginning with the commencement of operations of the K Class of shares
(the “Class”) of the Fund and ending April 30, 2013 (the "Period"), and/or
agrees to reimburse expenses relating to the Period to the Series with respect to
the Class in an amount, if any, necessary so that the Series’ “Annual
Operating Expenses” for the Class are not more than 1.74% of the Class’
average net assets for the Period. |
||
The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will
not apply for any period when the Adviser is not rendering services to such Series
under the Agreement. |
||
The Series’ “Annual Operating Expenses” for the Class means and will consist
only of the following operating expenses of the Series for the Class that are, under
generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the period involved: (i) investment advisory
fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees,
shareholder servicing fees, administrative and office facilities expenses, professional
fees, trustees’ fees and any other operating expenses of the Series with respect
to the Class that are recorded or includable in the Series’ statement of operations
in accordance with generally accepted accounting principles. Notwithstanding the
provisions of the immediately
preceding sentence, the Series’ “Annual Operating Expenses” for the
Class do not include “acquired fund expenses”, interest and dividends
on securities sold short, amortization of organization expenses, taxes, brokerage
commissions, litigation and indemnification expenses or any costs or expenses of
or for the Series with respect to the Class that are “extraordinary” as determined
under generally accepted accounting principles (see Accounting Principles Board
Opinion No. 30). |
| Very truly yours, | |
| ROYCE & ASSOCIATES, LLC | |
| By: /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | |
| Chief Operating Officer |
| ACCEPTED: | ||
| THE ROYCE FUND | ||
| By: /s/ Xxxx X. Xxxxxxxxx | ||
| Xxxx X. Xxxxxxxxx | ||
| Vice President |
|
