Royce & Associates, LLC letterhead]Royce Capital Fund • August 23rd, 2010
Company FiledAugust 23rd, 2010Reference 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").