0000949377-05-000406 Sample Contracts

INFORMATION AGENT AGREEMENT
Information Agent Agreement • April 27th, 2005 • Royce Focus Trust Inc • New York

This document will constitute the agreement between Royce Focus Trust, Inc. (the “Fund”), with its principal executive office at 1414 Avenue of the Americas, New York, NY 10019 and GEORGESON SHAREHOLDER COMMUNICATIONS INC. (“GSC”), with its principal executive offices at 17 State Street, New York, NY 10004, relating to a Rights Offer (the “OFFER”) by the Fund.

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SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • April 27th, 2005 • Royce Focus Trust Inc • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of __________________ , 200_ between Royce Focus Trust, Inc. (the “Company”), EquiServe, Inc., a Delaware corporation and its fully owned subsidiary EquiServe Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “EQI” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form N-2, File No. 123047 filed by the Company with the Securities and Exchange Commission on March 1, 2005, as amended by any amendment filed with respect thereto (the “Registration Statement”).

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