0000709364-05-000012 Sample Contracts

DISTRIBUTION FEE AGREEMENT FOR PENNSYLVANIA MUTUAL FUND (FINANCIAL INTERMEDIARY CLASS)
Distribution Fee Agreement • June 3rd, 2005 • Royce Fund

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' services and for the expenses payable by RFS under the Distribution Agreement made October 1, 2001 by and between the parties hereto, RFS shall receive, for and from the assets of the Financial Intermediary Class of Pennsylvania Mutual Fund, a series of the Trust (the "Financial Intermediary Class"), a fee, payable monthly, equal to .25% per annum of the Financial Intermediary Class' average net assets.

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