0001105607-06-000343 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 27th, 2006 • Waddell & Reed Advisors Tax Managed Equity Fund Inc

THIS AGREEMENT, originally made the 25th day of February, 2000, by and between WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC. (f/k/a United Tax-Managed Equity Fund) ("Fund"), and WADDELL & REED INVESTMENT MANAGEMENT COMPANY ("WRIMCO"), and hereby amended and restated and 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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