0000709364-03-000008 Sample Contracts

ROYCE & ASSOCIATES, LLC Letterhead]
Fee Waiver and Expense Reimbursement Agreement • April 29th, 2003 • Royce Capital Fund

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

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