0001105607-06-000337 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 27th, 2006 • Waddell & Reed Advisors Asset Strategy Fd Inc

THIS AGREEMENT, originally made the 9th day of March, 1995, by and between WADDELL & REED ADVISORS ASSET STRATEGY FUND, INC., (f/k/a United Asset Strategy Fund, Inc.) ("Fund"), and WADDELL &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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