0000949377-10-000077 Sample Contracts

Royce & Associates, LLC letterhead] December 31, 2009
Investment Advisory Agreement • April 22nd, 2010 • 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 – Small-Cap Portfolio (the “Series”) and Royce & Associates, LLC (the “Adviser”).

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