RECITALS:

                                                               Exhibit 23.(d)3.

                         INTER-SERIES TRANSFER AGREEMENT
                          INVESTMENT ADVISORY AGREEMENT

         This Inter-Series Transfer Agreement by and between Vantage Investment
Advisers ("Vantage") 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 Vantage and DMC are series of DMBT;

         WHEREAS, Vantage intends to transfer its obligations under the
Investment Advisory Agreement dated December 14, 1981 (the "Agreement") between
Vantage (the "Adviser") and Lincoln National Special Opportunities 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 Vantage 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 Vantage and the Fund is
         hereby transferred to DMC, and all references to Vantage 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 Vantage 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.

VANTAGE INVESTMENT ADVISERS,                     DELAWARE MANAGEMENT
a series of Delaware Management Business Trust   COMPANY, a series of Delaware
                                                 Management Business Trust

By:                                              By:
    ----------------------------------------         -------------------------
Name:    Xxxxxxx X. Xxxxx                        Name:    Xxxxx X. Xxxxxx
Title:   President                               Title:   President

ACKNOWLEDGED:

LINCOLN NATIONAL SPECIAL OPPORTUNITIES
FUND, INC.

By:
    ----------------------------------------
Name:    Xxxxx X. Xxxxxxxxx
Title:   President