0000709364-01-000004 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • February 27th, 2001 • Royce Fund • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 4th day of August, 2000, by and between The Royce Fund ("TRF"), a Delaware business trust, with respect to its Royce Total Return Fund series ("RTR"), with its principal place of business at 1414 Avenue of the Americas, New York, New York 10019, and The Winter Harbor Fund ("WHF"), a Delaware business trust, with respect to its The REvest Value Fund series ("REvest"), with its principal place of business at 511 Congress Street, Portland, Maine 04101.

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