0000709364-08-000008 Sample Contracts

ROYCE & ASSOCIATES, LLC Letterhead]
Fee Waiver and Expense Reimbursement Agreement • February 29th, 2008 • Royce Fund

Reference is made to the Investment Advisory Agreement dated April 30, 2004 (the "Agreement") by and between The Royce Fund (the "Fund") on behalf of Royce Dividend Value Fund (the "Series") and Royce & Associates, LLC (the "Adviser").

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