INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 27th, 2006 • Waddell & Reed Advisors Retirement Shares Inc
United Retirement Shares, Inc. and Waddell & Reed, Inc. ("W&R") entered into an Investment Management Agreement on August 1, 1990. W&R assigned the Investment Management Agreement to Waddell & Reed Investment Management Company ("WRIMCO") on January 8, 1992, and the Investment Management Agreement between Waddell & Reed Advisors Retirement Shares, Inc. ("Fund") and WRIMCO, amended and restated as of August 21, 2002, and further amended 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").
