0001006387-06-000005 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2006 • Royce Capital Fund • New York

Agreement made this ___ day of February, 2006 by and between Royce Capital Fund, a Delaware statutory trust (the "Fund"), and Royce Fund Services, Inc., a New York corporation (the "Distributor").

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DISTRIBUTION FEE AGREEMENT FOR ROYCE CAPITAL FUND - MICRO-CAP PORTFOLIO (ADVISOR CLASS)
Distribution Fee Agreement • February 27th, 2006 • Royce Capital Fund

Royce Capital 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 February __, 2006 by and between the parties hereto, RFS shall receive, for and from the assets of the Advisor Class of Royce Capital Fund - Micro-Cap Portfolio, a series of the Trust ("Advisor Class"), a fee, payable monthly, equal to .25% per annum of the Advisor Class' average net assets.

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