December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce Micro-Cap Fund
(Investment Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated April 28,
1993 (the "Agreement") by and between The Royce Fund (the "Fund") on behalf
of Royce Micro-Cap Fund (the "Series") and Royce & Associates, Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Investment Class of shares (the
"Class") are not more than 1.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 1.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce Micro-Cap Fund
(Consultant Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated April 28,
1993 (the "Agreement") by and between The Royce Fund (the "Fund") on behalf
of Royce Micro-Cap Fund (the "Series") and Royce & Associates, Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Consultant Class of shares (the
"Class") are not more than 2.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 2.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce Total Return Fund
(Investment Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated December
15, 1993 (the "Agreement") by and between The Royce Fund (the "Fund") on
behalf of Xxxxx Total Return Fund (the "Series") and Royce & Associates,
Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Investment Class of shares (the
"Class") are not more than 1.25% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 1.25% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce Low-Priced Stock Fund
(Investment Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated December
15, 1993 (the "Agreement") by and between The Royce Fund (the "Fund") on
behalf of Xxxxx Xxx-Priced Stock Fund (the "Series") and Royce &
Associates, Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Investment Class of shares (the
"Class") are not more than 1.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 1.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce Financial Services Fund
(Investment Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated November
1, 1996 (the "Agreement") by and between The Royce Fund (the "Fund") on
behalf of Royce Financial Services Fund (the "Series") and Royce &
Associates, Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Investment Class of shares (the
"Class") are not more than 1.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 1.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce Giftshares Fund
(Investment Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated December
22, 1995 and amended May 28, 1997 (the "Agreement") by and between The
Royce Fund (the "Fund") on behalf of Royce GiftShares Fund (the "Series")
and Royce & Associates, Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Investment Class of shares (the
"Class") are not more than 1.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 1.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce GiftShares Fund
(Consultant Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated December
15, 1995 and amended May 28, 1997 (the "Agreement") by and between The
Royce Fund (the "Fund") on behalf of Royce GiftShares Fund (the "Series")
and Royce & Associates, Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Consultant Class of shares (the
"Class") are not more than 2.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 2.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - Royce Special Equity Fund
(Investment Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated April 30,
1998 (the "Agreement") by and between The Royce Fund (the "Fund") on behalf
of Royce Special Equity Fund (the "Series") and Royce & Associates, Inc.
(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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Investment Class of shares (the
"Class") are not more than 1.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 1.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
December 16, 1998
The Royce Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Fee Waiver and Expense Reimbursement - PMF II (Investment Class)
Gentlemen:
Reference is made to the Investment Advisory Agreement dated November
1, 1996 (the "Agreement") by and between The Royce Fund (the "Fund") on
behalf of PMF II (the "Series") and Royce & Associates, Inc. (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 calendar year ending
December 31, 1999 in an amount, if any, necessary so that the Series'
"Annual Operating Expenses" for its Investment Class of shares (the
"Class") are not more than 1.49% of the Classes' average net assets for
such calendar year. If, after giving effect to the provisions of the
preceding sentence, the Adviser is not entitled to receive any compensation
for such calendar year with respect to the Class, then the Adviser will
reimburse the Series with respect to the Class to the extent necessary to
cause the Series' Annual Operating Expenses for the Class to be not more
than 1.49% of the Classes' average net assets for such calendar year. This
Waiver and Expense Reimbursement will also be effective for the calendar
year or years ending after December 31, 1999, unless the Adviser notifies
the Fund in writing at least 10 days prior to the end of the then current
calendar year that this Waiver and Expense Reimbursement will cease to be
effective for the next and any and all subsequent calendar years. However,
the Adviser's obligation to reimburse the Series with respect to the Class
under this Waiver and Expense Reimbursement will not apply for any period
when the Adviser is not rendering services to the 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
calendar year 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 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, INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ACCEPTED:
THE ROYCE FUND
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
President
