0001105607-05-000060 Sample Contracts

RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • March 2nd, 2005 • W&r Target Funds Inc • New York

By its execution of this Delegation Agreement by and between W&R TARGET FUNDS, INC. (the Fund), on behalf of each of its series listed in Appendix A, a management investment company registered with the Securities and Exchange Commission (the Commission) under the Investment Company Act of 1940, as amended (the 1940 Act), and UMB BANK, N. A. (the Custodian), the Fund hereby directs the Custodian to appoint Citibank, N.A. as the Approved Foreign Custody Manager under the terms of the Custodian Agreement between the Fund and the Custodian (the Delegate) to perform certain functions with respect to the custody of the Fund's Assets (as defined in Section 13 of this Delegation Agreement) outside the United States of America. This Delegation Agreement amends and supersedes the Delegation Agreements, dated March 31, 2003, executed individually by W&R Target Funds, Inc. on behalf of each of its Portfolios then in existence.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 2nd, 2005 • W&r Target Funds Inc

THIS AGREEMENT, made this 18th day of February, 2004, by and between W&R TARGET FUNDS, INC. (hereinafter called "Fund"), and WADDELL & REED INVESTMENT MANAGEMENT COMPANY, with respect to the series of the Fund currently known as Mortgage Securities Portfolio and Real Estate Securities Portfolio, and hereby amended and restated as of November 10, 2004, to include each of the Portfolios listed in Exhibit A (collectively hereinafter called "Portfolios").

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 2nd, 2005 • W&r Target Funds Inc

THIS AGREEMENT, made as of the ___th day of _______________, by and between Waddell & Reed Investment Management Company, a Kansas corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Adviser") and Mackenzie Financial Corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Sub-Adviser").

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