EX-99 13 e79196_ex99d2.htm

[ROYCE & ASSOCIATES, LLC LETTERHEAD]

  October 27, 2006

The Royce Fund
1414 Avenue of the Americas
New York, NY 10019

Re: Fee Waiver and Expense Reimbursement – Royce International Smaller-Companies Fund (Service Class)

Gentlemen:

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”).

Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement through the calendar year ending December 31, 2010, and/or agrees to reimburse expenses relating to such calendar year to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Service Class of shares (the “Class”) are not more than 1.69% of the Class’ average net assets for such calendar year.

The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

The Series’ “Annual Operating Expenses” for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the calendar year involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for


the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30).

      Very truly yours,
           
      ROYCE & ASSOCIATES, LLC
           
           
      By:     /s/ John D. Diederich
         
          John D. Diederich
          Chief Operating Officer
           
ACCEPTED:        
THE ROYCE FUND        
           
By:   /s/ John D. Diederich        
 
       
  John D. Diederich        
  Vice President        



[ROYCE & ASSOCIATES, LLC LETTERHEAD]

  October 27, 2006

The Royce Fund
1414 Avenue of the Americas
New York, NY 10019

Re: Fee Waiver and Expense Reimbursement – Royce International Value Fund (Service Class)

Gentlemen:

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 Value Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”).

Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement through the calendar year ending December 31, 2010, and/or agrees to reimburse expenses relating to such calendar year to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Service Class of shares (the “Class”) are not more than 1.69% of the Class’ average net assets for such calendar year.

The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

The Series’ “Annual Operating Expenses” for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the calendar year involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for


the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30).

      Very truly yours,
           
      ROYCE & ASSOCIATES, LLC
           
           
      By:     /s/ John D. Diederich
         
          John D. Diederich
          Chief Operating Officer
           
ACCEPTED:        
THE ROYCE FUND        
           
By:   /s/ John D. Diederich        
 
       
  John D. Diederich        
  Vice President        


[ROYCE & ASSOCIATES, LLC LETTERHEAD]

     October 27, 2006

The Royce Fund
1414 Avenue of the Americas
New York, NY 10019

Re: Fee Waiver and Expense Reimbursement – Royce Low-Priced Stock Fund (Investment Class)

Gentlemen:

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 Low-Priced Stock Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”).

Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement for the calendar year ending December 31, 2006, and/or agrees to reimburse expenses relating to such calendar year to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Service Class of shares (the “Class”) are not more than 1.24% of the Class’ average net assets for such calendar year.

The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

The Series’ “Annual Operating Expenses” for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the calendar year involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30).

        Very truly yours,
             
        ROYCE & ASSOCIATES, LLC
             
        By:   /s/John D. Diederich
            John D. Diederich
            Chief Operating Officer
             
ACCEPTED:        
THE ROYCE FUND        
             
By:   /s/John D. Diederich        
    John D. Diederich        
    Vice President        


[ROYCE & ASSOCIATES, LLC LETTERHEAD]

October 27, 2006

The Royce Fund
1414 Avenue of the Americas
New York, NY 10019

Re: Fee Waiver and Expense Reimbursement – Royce Low-Priced Stock Fund (R Class)

Gentlemen:

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 Low-Priced Stock Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”).

Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement for the calendar year ending December 31, 2006, and/or agrees to reimburse expenses relating to such calendar year to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Service Class of shares (the “Class”) are not more than 1.74% of the Class’ average net assets for such calendar year.

The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

The Series’ “Annual Operating Expenses” for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the calendar year involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30).

        Very truly yours,
             
        ROYCE & ASSOCIATES, LLC
             
        By:   /s/John D. Diederich
            John D. Diederich
            Chief Operating Officer
             
ACCEPTED:        
THE ROYCE FUND        
             
By:   /s/John D. Diederich        
    John D. Diederich        
    Vice President        


[ROYCE & ASSOCIATES, LLC LETTERHEAD]

October 27, 2006

The Royce Fund
1414 Avenue of the Americas
New York, NY 10019

Re: Fee Waiver and Expense Reimbursement – Royce Heritage Fund (Investment Class)

Gentlemen:

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, LLC (the “Adviser”).

Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement for the calendar year ending December 31, 2006, and/or agrees to reimburse expenses relating to such calendar year to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Service Class of shares (the “Class”) are not more than 1.24% of the Class’ average net assets for such calendar year.

The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

The Series’ “Annual Operating Expenses” for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the calendar year involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30).

        Very truly yours,
             
        ROYCE & ASSOCIATES, LLC
             
        By:   /s/John D. Diederich
            John D. Diederich
            Chief Operating Officer
             
ACCEPTED:        
THE ROYCE FUND        
             
By:   /s/John D. Diederich        
    John D. Diederich        
    Vice President        


[ROYCE & ASSOCIATES, LLC LETTERHEAD]

October 27, 2006

The Royce Fund
1414 Avenue of the Americas
New York, NY 10019

Re: Fee Waiver and Expense Reimbursement – Royce Value Fund (Investment Class)

Gentlemen:

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 Value Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”).

Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement for the calendar year ending December 31, 2006, and/or agrees to reimburse expenses relating to such calendar year to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Service Class of shares (the “Class”) are not more than 1.24% of the Class’ average net assets for such calendar year.

The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

The Series’ “Annual Operating Expenses” for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the calendar year involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30).

        Very truly yours,
             
        ROYCE & ASSOCIATES, LLC
             
        By:   /s/John D. Diederich
            John D. Diederich
            Chief Operating Officer
             
ACCEPTED:        
THE ROYCE FUND        
             
By:   /s/John D. Diederich        
    John D. Diederich        
    Vice President        


[ROYCE & ASSOCIATES, LLC LETTERHEAD]

October 27, 2006

The Royce Fund
1414 Avenue of the Americas
New York, NY 10019

Re: Fee Waiver and Expense Reimbursement – Royce 100 Fund (Investment Class)

Gentlemen:

Reference is made to the Investment Advisory Agreement dated June 30, 2003 (the “Agreement”) by and between The Royce Fund (the “Fund”) on behalf of Royce 100 Fund (the “Series”) and Royce & Associates, LLC (the “Adviser”).

Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement for the calendar year ending December 31, 2006, and/or agrees to reimburse expenses relating to such calendar year to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Service Class of shares (the “Class”) are not more than 1.24% of the Class’ average net assets for such calendar year.

The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

The Series’ “Annual Operating Expenses” for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the calendar year involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30).

        Very truly yours,
             
        ROYCE & ASSOCIATES, LLC
             
        By:   /s/John D. Diederich
            John D. Diederich
            Chief Operating Officer
             
ACCEPTED:        
THE ROYCE FUND        
             
By:   /s/John D. Diederich        
    John D. Diederich        
    Vice President