0000709364-01-500020 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN THE ROYCE FUND AND ROYCE & ASSOCIATES, INC.
Investment Advisory Agreement • November 21st, 2001 • Royce Fund • New York

Agreement made this ___ day of ______________________, 2001, by and between THE ROYCE FUND, a Delaware business trust (the "Fund"), and ROYCE & ASSOCIATES, INC., a New York corporation (the "Adviser").

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DISTRIBUTION FEE AGREEMENT FOR ROYCE TECHNOLOGY VALUE FUND (INVESTMENT CLASS)
Distribution Fee Agreement • November 21st, 2001 • Royce Fund

The Royce Fund, a Delaware business trust (the "Trust"), and Royce Fund Services, Inc., a New York corporation ("RFS"), hereby agree that as compensation for RFS's services and for the expenses payable by RFS under the Distribution Agreement made October 1, 2001 by and between the parties hereto, RFS shall receive, for and from the assets of the Investment Class of Royce Technology Value Fund, a series of the Trust (the "Investment Class"), a fee, payable monthly, equal to .25% per annum of the Investment Class' average net assets.

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