0000709364-09-000041 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN THE ROYCE FUND AND ROYCE & ASSOCIATES, LLC
Investment Advisory Agreement • December 15th, 2009 • Royce Fund

Agreement made this 14th day of December, 2009, by and between THE ROYCE FUND, a Delaware statutory trust (the "Fund"), and ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (the "Adviser").

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DISTRIBUTION FEE AGREEMENT FOR ROYCE MID-CAP FUND (SERVICE CLASS)
Distribution Agreement • December 15th, 2009 • Royce Fund

The Royce Fund, a Delaware statutory trust (the "Trust"), and Royce Fund Services, Inc., a New York corporation ("RFS"), hereby agree that as compensation for RFS' 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 Service Class of Royce Mid-Cap Fund, a series of the Trust (the "Service Class"), a fee, payable monthly, equal to .25% per annum of the Service Class' average net assets.

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