Royce & Associates, LLC letterhead] December 31, 2009Investment Advisory Agreement • April 22nd, 2010 • Royce Capital Fund
Contract Type FiledApril 22nd, 2010 CompanyReference 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”).