0000949377-08-000061 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • April 29th, 2008 • Royce Capital Fund • New York

AGREEMENT made as of January 1, 2008, by and between ROYCE CAPITAL FUND, a Delaware statutory trust , on behalf of each of its current and future series (the “Fund”), and ROYCE & ASSOCIATES, LLC, a Delaware limited liability company (the “Administrator”).

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Royce & Associates, LLC letterhead]
Fee Waiver and Expense Reimbursement Agreement • April 29th, 2008 • Royce Capital Fund

Reference is made to the Investment Advisory Agreement dated October 1, 2001 (the “Agreement”) by and between Royce Capital Fund (the “Fund”) on behalf of Royce Capital Fund – Micro-Cap Portfolio (the “Series”) and Royce & Associates, LLC (the “Adviser”).

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