FOURTH AMENDMENT TO THE RETAIL FUND PARTICIPATION AGREEMENT
THE
RETAIL FUND PARTICIPATION AGREEMENT
THIS FOURTH AMENDMENT, effective as of July l, 2018 (this “Fourth Amendment’’), is by and among XXXXXXX RESOLUTION LIFE INSURANCE COMPANY (formerly, Hartford Life Insurance Company) (“Company”) acting through its Administrator and attorney-in-fact, Massachusetts Mutual Life Insurance Company (“MassMutual”), XXXXXXX RESOLUTION DISTRIBUTION COMPANY, INC. (formerly Hartford Securities Distribution Company, Inc.) (“TRDC”), ROYCE FUND SERVICES, LLC (formerly Royce Fund Services, Inc.) (“Underwriter”) and THE ROYCE FUND, on behalf of its series listed on Schedule A hereto (collectively the “Funds”):
WITNESSETH:
WHEREAS, Hartford Financial Services Group, Inc. sold the majority of its interest in its “Xxxxxxx Resolution” run-off annuity business, which included Hartford Life Insurance Company and Hartford Securities Distribution Company, Inc., to a group of private investors effective May 31, 2018 (the “Transaction”); and
WHEREAS, in conjunction with the Transaction, the new ownership of Xxxxxxx Resolution obtained the necessary regulatory approvals to change the names of Hartford Life Insurance Company and Hartford Securities Distribution Company, Inc. to Xxxxxxx Resolution Life Insurance Company and Xxxxxxx Resolution Distribution Company, Inc., respectively; and
WHEREAS, Company, TRDC, Underwriter. and the Funds are parties to a Retail Fund Participation Agreement, dated January 10, 2003, and amended on October 31, 2007, May 12, 2008, and October 13, 2011 (the “Agreement’’) with regard to certain employee benefit plans for which Company provides administrative and recordkeeping services and TRDC provides distribution services (collectively, the ‘“Plans”); and
WHEREAS, Company, TRDC, Underwriter, and the Funds now wish to amend and restate Schedule A of the Agreement in its entirety in the form attached hereto;
NOW THEREFORE, in consideration of the above, Company, TRDC, Underwriter, and the Funds hereby agree as follows:
1. To delete Schedule A of the Agreement in its entirety and replace it with Revised Schedule A attached hereto and made a part hereof.
2. All provisions of the Agreement shall remain unchanged except as expressly modified, supplemented, or amended by this Fourth Amendment.
IN WITNESS WHEREOF, Company, TRDC, Underwriter and the Funds have caused this Fourth Amendment to be executed by their duly authorized officers effective as of the day and year first above written.
XXXXXXX RESOLUTION LIFE INSURANCE COMPANY |
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ROYCE FUND SERVICES, LLC | ||||
By: Massachusetts Mutual Life Insurance Company, Its Administrator |
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By: |
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By: |
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Name: |
[Redacted] |
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Name: |
[Redacted] | ||
Title: |
Senior Vice President |
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Title: |
President | ||
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XXXXXXX RESOLUTION DISTRIBUTION COMPANY, INC. |
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THE ROYCE FUND, on behalf of each series listed on Revised Schedule A | ||||
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By: |
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By: |
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Name: |
[Redacted] |
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Name: |
[Redacted] | ||
Title: |
President |
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Title: |
Treasurer | ||
REVISED SCHEDULE A
Separate Accounts
Each Separate Account established by resolution of the Board of Directors of Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts.
As compensation for the services provided under the Agreement, Company and/or TRDC, as the case may be, will be entitled to receive a fee, from Underwriter, the Funds, and/or their designee, computed daily and paid quarterly in arrears (to be paid within 30 days of the end of each such quarter), at the annual rates set forth below of the average daily value of the Shares of the Funds owned beneficially by Company’s Separate Accounts for the Plans. For purposes of this schedule, the average daily value of the Shares of each Fund will be based on the net asset value reported by Underwriter or its designee to Company and/or TRDC.
Institutional Class |
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CUSIP |
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Ticker |
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Administrative/ |
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Distribution |
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Royce Dividend Value Fund |
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780811717 |
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RDIIX |
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No Fee |
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No Fee |
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Royce Global Financial Services Fund |
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780811626 |
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RGFIX |
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No Fee |
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No Fee |
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Royce Opportunity Fund |
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780905691 |
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ROFIX |
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No Fee |
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No Fee |
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Royce Pennsylvania Mutual Fund |
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00000X000 |
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RPMIX |
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No Fee |
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No Fee |
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Royce Premier Fund |
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780905683 |
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RPFIX |
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No Fee |
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No Fee |
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Royce Smaller-Companies Growth Fund |
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780905337 |
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RVPIX |
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No Fee |
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No Fee |
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Royce Special Equity Fund |
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780905535 |
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RSEIX |
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No Fee |
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No Fee |
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Royce Special Equity Multi-Cap Fund |
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780811725 |
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RMUIX |
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No Fee |
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No Fee |
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Royce Total Return Fund |
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780905717 |
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RTRIX |
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No Fee |
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No Fee |
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Investment Class+++ |
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CUSIP |
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Ticker |
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Administrative/ |
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Distribution |
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Royce Dividend Value Fund |
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780905188 |
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RDVIX |
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0.10%* |
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No Fee |
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Royce International Premier Fund |
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780811667 |
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RIPNX |
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0.10%* |
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No Fee |
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Royce Low-Priced Stock Fund |
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780905246 |
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RLPHX |
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0.10%* |
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No Fee |
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Royce Micro-Cap Fund |
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780905709 |
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RYOTX |
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0.10%* |
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No Fee |
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Royce Micro-Cap Opportunity Fund |
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780811832 |
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ROSFX |
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0.10%* |
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No Fee |
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Royce Opportunity Fund |
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780905832 |
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RYPNX |
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0.10%* |
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No Fee |
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Royce Pennsylvania Mutual Fund |
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780905840 |
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PENNX |
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0.10%* |
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No Fee |
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Royce Premier Fund |
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780905600 |
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RYPRX |
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0.10%* |
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No Fee |
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Royce Small/Mid-Cap Premier Fund |
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780905238 |
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RHFHX |
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0.10%* |
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No Fee |
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Royce Small-Cap Leaders Fund |
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780905196 |
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ROHHX |
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0.10%* |
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No Fee |
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Royce Small-Cap Portfolio |
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78080TI05 |
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RCPFX |
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No Fee |
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No Fee |
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Royce Small-Cap Value Fund |
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780905220 |
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RVVHX |
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0.10%* |
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No Fee |
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Royce Smaller-Companies Growth Fund |
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780905212 |
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RVPHX |
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0.10%* |
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No Fee |
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Royce Special Equity Fund |
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780905782 |
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RYSEX |
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0.10%* |
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No Fee |
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Royce Special Equity Multi-Cap Fund |
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780811733 |
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RSMCX |
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0.10%* |
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No Fee |
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Royce Total Return Fund |
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7811905881 |
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RYTRX |
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0.10%* |
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No Fee |
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Service Class+++ |
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CUSIP |
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Ticker |
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Administrative/ |
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Distribution |
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Royce Dividend Value Fund |
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780905436 |
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RYDVX |
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0.20%** |
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0.25% |
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Royce Global Financial Services Fund |
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780905469 |
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RYFSX |
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0.20%** |
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0.25% |
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Royce International Discovery Fund |
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780811782 |
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ROIMX |
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0.20%** |
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0.25% |
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Royce International Premier Fund |
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780811790 |
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RYIPX |
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0.20%** |
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0.25% |
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Royce Low-Priced Stock Fund |
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780905808 |
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RYLPX |
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0.20%** |
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0.25% |
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Royce Micro-Cap Fund |
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780905659 |
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RMCFX |
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0.20%** |
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0.25% |
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Royce Micro-Cap Opportunity Fund |
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780811642 |
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ROSSX |
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0.20%** |
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0.25% |
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Royce Opportunity Fund |
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780905758 |
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RYOFX |
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0.20%** |
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0.25% |
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Royce Pennsylvania Mutual Fund |
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780905386 |
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RYPFX |
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0.20%** |
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0.25% |
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Royce Premier Fund |
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780905634 |
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RPEFX |
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0.20%** |
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0.25% |
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Royce Small/Mid-Cap Premier Fund |
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780905857 |
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RGFAX |
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0.20%** |
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0.25% |
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Royce Small-Cap Leaders Fund |
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780905519 |
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RYOHX |
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0.20%** |
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0.25% |
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Royce Small-Cap Value Fund |
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780905733 |
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RYVFX |
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0.20%** |
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0.25% |
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Royce Smaller-Companies Growth Fund |
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780905741 |
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RYVPX |
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0.20%** |
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0.25% |
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Royce Special Equity Fund |
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780905527 |
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RSEFX |
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0.20%** |
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0.25% |
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Royce Special Equity Multi-Cap Fund |
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780811774 |
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RSEMX |
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0.20%** |
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0.25% |
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Royce Total Return Fund |
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780905642 |
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RYTFX |
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0.20%** |
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0.25% |
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R Class |
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CUSIP |
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Ticker |
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Administrative/ |
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Distribution |
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Royce Opportunity Fund |
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780905253 |
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ROFRX |
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0.25%*** |
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0.50% |
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Royce Pennsylvania Mutual Fund |
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780905295 |
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RPMRX |
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0.25%*** |
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0.50% |
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Royce Premier Fund |
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780905287 |
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RPRRX |
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0.25%*** |
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0.50% |
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Royce Small-Cap Value Fund |
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780905170 |
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RVVRX |
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0.25%*** |
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0.50% |
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Royce Total Return Fund |
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780905261 |
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RTRRX |
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0.25%*** |
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0.50% |
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* Entire amount payable in respect of such shares shall be paid by the relevant Fund.
** 0.10% of the amounts payable in respect of such shares shall be paid by the relevant Fund and 0.10% of the amounts payable in respect of such shares shall he paid by Royce & Associates, LP, an affiliate of Underwriter.
*** 0.20% of the amounts payable in respect of such shares shall be paid by the relevant Fund and 0.05% of the amounts payable in respect of such shares shall be paid by Royce & Associates, LP, an affiliate of Underwriter.
+ Represents amounts designated by the Fund as transfer agent, recordkeeping, administrative servicing and/or shareholder servicing
fees which the Fund would otherwise pay if Plan accounts were direct shareholders of the Fund.
++ Company and TRDC acknowledge that such payments to Company and/or TRDC shall be funded by payments received by Underwriter from a Fund under a plan of distribution adopted by that Fund pursuant to Rule 12b-1 under the Investment Company Act of 0000 ( 00x-0 Xxxx). Company and/or TRDC, on behalf of Company’s Separate Accounts, will provide such information to Underwriter as is reasonably necessary for it to comply with its obligations under the 12b-1 Plan, including, but not limited to, obligations to make disclosure to the Board of Trustees of The Royce Fund.
+++ Early redemption fee of 1% (2% for Royce international Discovery Fund and Royce International Premier Fund) on redemptions
of shares that are held for less than 30 days. In accordance with the then current prospectus, certain shareholders and accounts, including, but not limited to, retirement plans, may be exempt from the early redemption fees. Company will confirm that such an exemption applies before any investments are made.