________________________, 1997
Royce & Associates, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the (i) Investment Advisory Agreement dated
as of October 31, 1996 (the "Investment Advisory Agreement") by and between
Royce Global Trust, Inc. a Maryland corporation (the "Fund"), and Royce &
Associates, Inc. (formerly Quest Advisory Corp.) a New York corporation
("Royce"), and (ii) the Underwriting Agreement made ___________________, 1997
(the "Underwriting Agreement") by and between the Fund, Xxxxx and Xxxxx Xxxxxx
Inc. (the "Underwriter").
The Fund and Xxxxx hereby acknowledge and agree (i) that Xxxxx
became a party to the Underwriting Agreement and made representations,
warranties, covenants and indemnities therein in favor of the Underwriter at the
request of and as an accommodation to the Fund, and (ii) that as between the
Fund, on the one hand, and Royce, on the other hand, the Fund shall be primarily
liable for the payment and performance of the joint and several obligations of
the Fund and Xxxxx to the Underwriter arising thereunder.
In order to implement the foregoing, the Fund and Xxxxx further
acknowledge and agree that for purposes of Paragraph 8 of the Investment
Advisory Agreement (Protection of the Advisor), any liability of Royce to the
Underwriting arising under the Underwriting Agreement shall be deemed to have
been incurred by Xxxxx as an investment advisor of the Fund, and the Fund hereby
agrees to indemnify Xxxxx and hold Xxxxx harmless from and against all damages,
liabilities, costs and expenses (including reasonable attorneys' fees and
amounts reasonably paid in settlement) incurred by Xxxxx by the Fund, and
subject to the further limitation that the Fund will not indemnify Xxxxx for any
damage, liability, cost or expense resulting from any incorrect information
concerning Royce which is proved to the Fund by Xxxxx or from any failure by
Xxxxx to provide such information).
Very truly yours,
ROYCE GLOBAL TRUST, INC.
By: __________________________
ACCEPTED AND AGREED:
ROYCE & ASSOCIATES, INC.
By: ___________________________
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