ROYCE & ASSOCIATES, INC. LETTERHEAD]Royce Capital Fund • April 26th, 2001
Reference is made to the Investment Advisory Agreement dated December 1, 1996 (the "Agreement") by and between Royce Capital Fund (the "Fund") on behalf of Royce Premier Portfolio and Royce Micro-Cap Portfolio (each, a "Series") and Royce & Associates, Inc. (the "Adviser").
