0000709364-97-000012 Sample Contracts

DISTRIBUTION FEE AGREEMENT FOR PENNSYLVANIA MUTUAL FUND'S CONSULTANT CLASS
Distribution Fee Agreement • April 22nd, 1997 • Royce Fund

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.

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