DISTRIBUTION FEE AGREEMENT
FOR
ROYCE MICRO-CAP FUND'S
CONSULTANT CLASS
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's services and for the expenses payable by RFS under the
Distribution Agreement made October 31, 1985 by and between the parties hereto,
RFS shall receive, for and from the assets of Royce Micro-Cap Fund's Consultant
Class of shares, a monthly fee equal to 1.00% per annum of the Class's average
net assets and a contingent deferred sales charge equal to 1% of the net asset
value of all Consultant Class shares redeemed within one year of purchase.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the ___ day of April, 1998.
THE ROYCE FUND
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ROYCE FUND SERVICES, INC.
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