Royce & Associates, LLC letterhead]Royce Capital Fund • August 26th, 2009
Company FiledAugust 26th, 2009Reference 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").