DISTRIBUTION FEE AGREEMENT
FOR
PENNSYLVANIA MUTUAL FUND'S
CONSULTANT CLASS
The Royce Fund, a Delaware business trust (the "Trust"), and
Quest Distributors, Inc., a New York corporation ("QDI"), hereby
agree that as compensation for QDI's services and for the
expenses payable by QDI under the Distribution Agreement made
October 31, 1985 by and between the parties hereto, QDI shall
receive, for and from the assets of Pennsylvania Mutual Fund's
Consultant Class of shares, a monthly fee equal to 1.00% per
annum of the Class's average net assets.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed on the ____ day of _____, 1997.
THE ROYCE FUND
_____________________
QUEST DISTRIBUTORS, INC.
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