0000949377-14-000039 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 14th, 2014 • Royce Fund

Amended and Restated Investment Advisory Agreement made this 1st day of January, 2014, 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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DISTRIBUTION FEE AGREEMENT
Distribution Fee Agreement • January 14th, 2014 • 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 Consultant Class of Royce Dividend Value Fund, a series of the Trust (the “Consultant Class”), a fee, payable monthly, equal to 1.00% per annum of the Consultant Class’ average net assets.

Royce & Associates, LLC Letterhead]
Investment Advisory Agreement • January 14th, 2014 • Royce Fund

Reference is made to the Investment Advisory Agreement dated June 27, 2008 (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”).

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