0001105607-06-000075 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 15th, 2006 • W&r Target Funds Inc

THIS AGREEMENT, originally made the 18th day of February, 2004, by and between W&R TARGET FUNDS, INC. (hereinafter called "Corporation"), and WADDELL & REED INVESTMENT MANAGEMENT COMPANY ("WRIMCO"), as amended and restated as of November 10, 2004, is hereby further amended and restated as of November 9, 2005, on behalf of each of the Portfolios listed in Exhibit A (collectively hereinafter called "Portfolios").

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 15th, 2006 • W&r Target Funds Inc

This Agreement, originally made the 1st day of July, 1990, by and between W&R TARGET FUNDS, INC., f.k.a. TMK/United Funds, Inc., (hereinafter called "Corporation") and Waddell & Reed, Inc. ("W&R"), and assigned to WADDELL & REED INVESTMENT MANAGEMENT COMPANY ("WRIMCO") on January 8, 1992, and amended and restated as of August 21, 2002, 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"), and is hereby further amended and effective November 9, 2005.

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