Exhibit 23.(d)5. 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...

                                                               Exhibit 23.(d)5.

                         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 December 14, 1981 (the "Agreement") between DLIA
("Adviser") and Lincoln National Growth and Income 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:
     -----------------------------         --------------------
Name:    Xxxx X. Xxxxxxxx             Name:    Xxxxx X. Xxxxxx
Title:   Executive Vice President/    Title:   President
         Head of Fixed Income

ACKNOWLEDGED:

LINCOLN NATIONAL GROWTH AND INCOME
FUND, INC.

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