AMENDMENT NO. 1
TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT
This Amendment is made as of this 18th day of November,
1998 to the Transfer Agency and Service Agreement between The
Royce Fund (the Fund") and State Street Bank and Trust
Company ( the "Bank") dated as of December 31, 1985 (the
"Agreement").
WHEREAS, the Fund intends to establish a new series to be
named Royce Select Fund ("Select Fund") whose transfer agency
and service fees pursuant to the Agreement are intended by
the Fund and Royce & Associates, Inc., Select Fund's
investment adviser (the "Investment Adviser") to be paid by
the Investment Adviser;
WHEREAS, the Fund, the Investment Adviser, and the Bank
desire to amend the Agreement to include provisions for the
Investment Adviser to be solely responsible for the payment
of Select Fund's transfer agency and service fees pursuant to
the Agreement;
WHEREAS, the Fund, the Investment Adviser, and the Bank
desire that the Fund solely be responsible for the payment of
the transfer agency and service fees pursuant to the
Agreement for all other series on Schedule A of the
Agreement, as may be amended from time to time, unless
indicated otherwise by amendment to the Agreement;
WHEREAS, Article 10 of the Agreement states that the
Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a
resolution of the Trustees of the Fund;
NOW, THEREFORE, the parties agree as follows:
1. Pursuant to Article 8 of the Agreement entitled Additional
Funds, the Fund and the Bank hereby agree to add Select
Fund as a Series for which the Bank shall render
transfer agency services under the terms of the Agreement
as amended.
2.1 For Select Fund only, any reduction in fees made by the
Bank if the cumulative net effect of "As-of" share
transactions as described in Article 1.02(c) is
negative shall be made to fees charged to the
Investment Adviser. The Investment Adviser shall be
responsible for reimbursing the Fund for the negative
cumulative net effect if such fee reduction is made. At
the Bank's option, the Bank may make a cash payment,
which will be paid directly to the Fund, to reduce
the negative cumulative net effect.
2.2 For Select Fund only, any positive cumulative net effect
upon Select Fund shall be paid by the Fund to the
Investment Adviser, who shall reimburse the Bank in
the same way as the Fund would reimburse the Bank for
all other Series pursuant to Article 1.02(c).
3. For Select Fund only, the Investment Adviser, and not the
Fund, shall be responsible for payment of all fees and expenses
enumerated in Article 2 of the Agreement entitled Fees
and Expenses. For all other Series of the Fund, such
series shall be responsible for payment of such fees and
expenses.
4.1 Article 4 of the Agreement entitled Representations and
Warranties of the Fund, Section 4.01 is hereby
deleted and replaced with the following:
4.01 It is a business trust duly organized and existing
and in good standing under the laws of Delaware.
4.2 The following is added to Article 4 of the Agreement, and
the name of the Article is changed to "Representations and
Warranties of the Fund and the Investment Adviser":
The Investment Adviser represents and warrants to the
Transfer Agent and the Fund that:
4.06 It is a corporation duly organized and existing and
in good standing under the laws of the State of New
York.
4.07 It is empowered under applicable laws and by its
Charter and ByLaws to enter into and perform this
Agreement.
4.08 All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement.
5. For the Portfolio only, the Investment Adviser, and not
the Fund, shall bear all expenses for the termination of this
Agreement as enumerated in Article 7 of the Agreement
entitled Termination of Agreement. For all other Series
of the Fund, the Fund shall bear such expenses.
6. Except as provided in Section 9.03 of the Agreement,
neither this Amendment nor any rights or obligations hereunder
may be assigned by any party without the written consent of the
other parties.
7. In all other respects, the Agreement is confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their
behalf by and through their duly authorized officers, as of
the day and year first above written.
THE ROYCE FUND
BY: /s/ Xxx X'Xxxxx
Vice President
ATTEST:
/s/ Xxxx X. Xxxxxxx
Secretary
ROYCE & ASSOCIATES, INC.
BY: /s/ Xxx X'Xxxxx
Vice President
ATTEST:
/s/ W. Xxxxxxx Xxxxxx
Vice President
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxx
Executive Vice President
ATTEST:
/s/ Xxxxx X. Xxxxxx
Vice President
