0000949377-07-000323 Sample Contracts

ROYCE & ASSOCIATES, LLC LETTERHEAD]
Fee Waiver and Expense Reimbursement Agreement • April 30th, 2007 • 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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