Exhibit 23.(d)3.
INTER-SERIES TRANSFER AGREEMENT
INVESTMENT ADVISORY AGREEMENT
This Inter-Series Transfer Agreement by and between Delaware Lincoln
Investment Advisers ("DLIA") and Delaware Management Company ("DMC"), both of
which are a separate series of Delaware Management Business Trust ("DMBT") shall
be effective as of May 1, 2002.
RECITALS:
WHEREAS, DMBT is a multi-series business trust registered with the
Securities and Exchange Commission as an investment adviser;
WHEREAS, both DLIA and DMC are series of DMBT;
WHEREAS, DLIA intends to transfer its obligations under the Investment
Advisory Agreement dated March 3, 1983 (the "Agreement") between DLIA
("Adviser") and Lincoln National Managed Fund, Inc. (the "Fund") to DMC
effective May 1, 2002;
WHEREAS, this transfer does not result in a transfer of the Agreement from
one registered investment adviser to another, or a change of control or
management, and thus does not constitute an "assignment" of the Agreement under
the Investment Company Act of 1940, as amended; and
WHEREAS, the described transfer of advisory obligations from DLIA to DMC
was approved by the Board of Directors of the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement previously in effect between DLIA and the Fund is hereby
transferred to DMC, and all references to DLIA shall be replaced with
references to DMC.
2. DMC agrees to perform and be bound by and assumes all of the terms of the
Agreement and the obligations and duties of DLIA thereunder.
3. The Agreement shall continue in full force and effect as set forth therein
for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Inter-Series
Transfer Agreement as of the date set forth above.
DELAWARE LINCOLN INVESTMENT DELAWARE MANAGEMENT
ADVISERS, a series of Delaware COMPANY, a series of Delaware
Management Business Trust Management Business Trust
By: By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/ Title: President
Head of Fixed Income
ACKNOWLEDGED:
LINCOLN NATIONAL MANAGED FUND, INC.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
