0001006387-99-000001 Sample Contracts

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December 16, 1998 Royce Capital Fund 1414 Avenue of the Americas New York, NY 10019
Royce Capital Fund • February 19th, 1999

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, Royce Total Return Portfolio and Royce Micro-Cap Portfolio (each a "Series") and Royce & Associates, Inc. (the "Adviser").

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