0000709364-07-000035 Sample Contracts

DISTRIBUTION FEE AGREEMENT FOR ROYCE VALUE FUND (R CLASS)
Distribution Fee Agreement • August 24th, 2007 • 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 R Class of Royce Value Fund, a series of the Trust (the "R Class"), a fee, payable monthly, equal to .50% per annum of the R Class' average net assets.

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Royce & Associates, LLC Letterhead]
Royce Fund • August 24th, 2007

Reference is made to the Investment Advisory Agreement dated April 30, 2004 (the "Agreement") by and between The Royce Fund (the "Fund") on behalf of Royce Dividend Value Fund (the "Series") and Royce & Associates, LLC (the "Adviser").

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