0000949377-06-000921 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN THE ROYCE FUND AND ROYCE & ASSOCIATES, LLC
Investment Advisory Agreement • October 30th, 2006 • Royce Fund

Agreement made this 27th day of October, 2006, by and between THE ROYCE FUND, a Delaware business trust (the “Fund”), and ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (the “Adviser”).

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TRANSFER AGENCY AND SERVICE AGREEMENT between THE ROYCE FUND and STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • October 30th, 2006 • Royce Fund • Massachusetts

AGREEMENT made as of the 31st day of December, 1985, by and between THE ROYCE FUND a business trust, having its principal office and place of business at (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Bank”).

ROYCE & ASSOCIATES, LLC LETTERHEAD]
Fee Waiver and Expense Reimbursement Agreement • October 30th, 2006 • Royce Fund

Reference is made to the Investment Advisory Agreement dated October 27, 2006 (the “Agreement”) by and between The Royce Fund (the “Fund”) on behalf of Royce International Smaller-Companies Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”).

CUSTODIAN CONTRACT Between THE ROYCE FUND and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • October 30th, 2006 • Royce Fund • Massachusetts

This Contract between The Royce Fund, a business trust organized and existing under the laws of Massachusetts, having its principal place of business at 1414 Avenue of the Americas, New York, New York 10019 hereinafter called the “Fund”, and State Street Bank and Trust Company, a Massachusetts corporation, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian”,

DISTRIBUTION FEE AGREEMENT FOR ROYCE INTERNATIONAL VALUE FUND (SERVICE CLASS)
Distribution Agreement • October 30th, 2006 • 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’ 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 International Value 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.

DISTRIBUTION FEE AGREEMENT FOR PENNSYLVANIA MUTUAL FUND (R CLASS)
Distribution Fee Agreement • October 30th, 2006 • 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’ 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 R Class of Pennsylvania Mutual Fund, a series of the Trust (the “R Class”), a fee, payable monthly, equal to .50% per annum of the R Class’ average net assets.

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