0001006387-02-000005 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN ROYCE CAPITAL FUND AND ROYCE & ASSOCIATES, INC.
Investment Advisory Agreement • April 30th, 2002 • Royce Capital Fund

Agreement made this 1st day of October, 2001, by and between ROYCE CAPITAL FUND, a Delaware business trust (the "Fund"), and ROYCE & ASSOCIATES, INC., a New York corporation (the "Adviser").

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Royce & Associates, Inc. letterhead]
Investment Advisory Agreement • April 30th, 2002 • Royce Capital Fund

Reference is made to the Investment Advisory Agreement dated as of October 1, 2001 (the "Agreement") by and between Royce Capital Fund (the "Fund") on behalf of Royce Small-Cap Portfolio and Royce Micro-Cap Portfolio (each, a "Series") and Royce & Associates, Inc. (the "Adviser").

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