0001105607-06-000341 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 27th, 2006 • Waddell & Reed Advisors Small Cap Fund Inc

THIS AGREEMENT, originally made the 18th day of August, 1999, by and between WADDELL & REED ADVISORS SMALL CAP FUND, INC. (f/k/a United Small Cap Fund, Inc.) ("Fund"), and WADDELL & REED INVESTMENT MANAGEMENT COMPANY ("WRIMCO"), and hereby amended and restated effective November 9, 2005, has been approved, annually, by the Board of Directors, including separate approval by the Disinterested Directors, as prescribed by Section 15(c) of the Investment Company Act of 1940, as amended ("1940 Act").

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