0000949377-09-000075 Sample Contracts

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • April 30th, 2009 • Royce Capital Fund • New York

AGREEMENT, dated as of April 4, 2009 by and between The Royce Fund, on behalf of its series listed on Schedule A hereto, as amended from time to time, and Royce Capital Fund, on behalf of its series listed on Schedule A hereto, as amended from time to time, and Boston Financial Data Services, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 2 Heritage Drive, North Quincy, MA 02171. The series of The Royce Fund and Royce Capital Fund listed on Schedule A hereto are referred to for purposes of this Agreement each individually as a “Fund” and collectively as the “Funds.” The principal place of business of each Fund is listed on Schedule A attached hereto. Any references herein to “the Fund” are meant to encompass each applicable Fund or series thereof, as the context requires.

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Royce & Associates, LLC letterhead]
Royce Capital Fund • April 30th, 2009

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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