Royce Capital Fund 745 Fifth Avenue New York, NY 10151 Re: Fee Waiver and Expense Reimbursement – Royce Capital Fund – Micro-Cap Portfolio (Service Class) Gentlemen:Fee Waiver and Expense Reimbursement Agreement • April 30th, 2013 • Royce Capital Fund
Contract Type FiledApril 30th, 2013 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 – Micro-Cap Portfolio (the “Series”) and Royce & Associates, LLC (the “Adviser”).