0000950146-99-001636 Sample Contracts

WITNESSETH:
Investment Management Agreement • October 1st, 1999 • United Small Cap Fund Inc
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Custodian Agreement • October 1st, 1999 • United Small Cap Fund Inc
WITNESSETH:
Accounting Services Agreement • October 1st, 1999 • United Small Cap Fund Inc
EX-99.B(l)scinitcap
United Small Cap Fund Inc • October 1st, 1999

Waddell & Reed, Inc., in consideration of the issuance and sale to it by United Small Cap Fund, Inc. (Fund) of 10,000 shares of the Fund's Class A common stock for the total payment of $100,000.00, the receipt of which is acknowledged by the Fund, hereby recognizes that said amount was paid to the Fund in order for the Fund to comply with Section 14 of the Investment Company Act of 1940, and agrees that it shall hold said shares for investment and not with a view toward resale or requesting their redemption.

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