0000949377-08-000063 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN THE ROYCE FUND AND ROYCE & ASSOCIATES, LLC
Investment Advisory Agreement • April 30th, 2008 • Royce Fund

Agreement made this 27th day of October, 2006, as supplemented to reflect the name change from Royce International Value Fund to Royce Global Value Fund effective February 15, 2008, 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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ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2008 • Royce Fund • New York

AGREEMENT made as of January 1, 2008, by and between THE ROYCE FUND, a Delaware statutory trust , on behalf of each of its current and future series (the “Fund”), and ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (the “Administrator”).

DISTRIBUTION FEE AGREEMENT FOR ROYCE GLOBAL VALUE FUND (FORMERLY ROYCE INTERNATIONAL VALUE FUND) (SERVICE CLASS)
Distribution Fee Agreement • April 30th, 2008 • 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 Gloval 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.

Royce & Associates, LLC letterhead]
Royce Fund • April 30th, 2008

Reference is made to the Investment Advisory Agreement dated October 1, 2001 (the “Agreement”) by and between The Royce Fund (the “Fund”) on behalf of Pennsylvania Mutual Fund (the “Series”) and Royce & Associates (the “Adviser”).

DISTRIBUTION FEE AGREEMENT FOR ROYCE SMID-CAP VALUE FUND (FORMERLY ROYCE MID- CAP VALUE FUND) (SERVICE CLASS)
Distribution Fee Agreement • April 30th, 2008 • 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 SMid-Cap 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.

INVESTMENT ADVISORY AGREEMENT BETWEEN THE ROYCE FUND AND ROYCE & ASSOCIATES, LLC
Investment Advisory Agreement • April 30th, 2008 • Royce Fund

Agreement made this 18th day of September, 2007, as supplemented to reflect the name change from Royce Mid-Cap Value Fund to Royce SMid-Cap Value Fund effective February 15, 2008, by and between THE ROYCE FUND, a Delaware business trust (the “Fund”), and ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (the “Adviser”).

DISTRIBUTION FEE AGREEMENT FOR ROYCE PENNSYLVANIA MUTUAL FUND (K CLASS)
Distribution Fee Agreement • April 30th, 2008 • 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 K Class of Royce Pennsylvania Mutual Fund, a series of the Trust (the “K Class”), a fee, payable monthly, equal to .25% per annum of the K Class’ average net assets.

Royce & Associates, LLC letterhead]
Investment Advisory Agreement • April 30th, 2008 • Royce Fund

Reference 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 Heritage Fund (the “Series”) and Royce & Associates (the “Adviser”).

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