AMENDMENT
(Effective May 1, 1998)
to the
ADVISORY AGREEMENT
(effective date September 23, 1993)
between
LINCOLN INVESTMENT MANAGEMENT COMPANY
(FORMERLY: LINCOLN NATIONAL INVESTMENT MANAGEMENT COMPANY)
and
LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.
Paragraph 6 of the Agreement relating to investment management for Lincoln
National Capital Appreciation Fund, Inc. is hereby amended to substitute the
following sentence for the first sentence of the paragraph:
"The Fund shall pay the Adviser, as full compensation for all
services rendered and all facilities and personnel furnished
hereunder, a monthly fee at the annual rate of .75 of 1% on the
first $500 million of the average daily net asset value of the Fund
in each fiscal year, and .70 of 1% for all amounts in excess of $500
million during that fiscal year, computed in the manner used for the
determination of the offering price of shares of the Fund"
LINCOLN INVESTMENT MANAGEMENT
COMPANY
By /s/ H. Xxxxxx XxXxxxxx
---------------------------
H. Xxxxxx XxXxxxxx
LINCOLN NATIONAL CAPITAL
APPRECIATION FUND, INC.
By: /s/ Xxxxx X Xxxxxxxxx
---------------------------
Xxxxx X Xxxxxxxxx
