Royce & Associates, LLC Letterhead] April 25, 2002Royce Fund • May 1st, 2002
Company FiledMay 1st, 2002Reference is made to the Investment Advisory Agreement dated October 1, 2001 (the "Agreement") by and between The Royce Fund (the "Fund") on behalf of Royce Trust & GiftShares Fund (the "Series") and Royce & Associates, LLC (the "Adviser").