EXHIBIT 99.23(d)(1)
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT, made by and between each of the Lincoln National
Aggressive Growth Fund, Inc., Lincoln National Bond Fund, Inc., Lincoln National
Capital Appreciation Fund, Inc., Lincoln National Equity-Income Fund, Inc.,
Lincoln National Growth and Income Fund, Inc., Lincoln National Global Asset
Allocation Fund, Inc., Lincoln National International Fund, Inc., Lincoln
National Managed Fund, Inc., Lincoln National Money Market Fund, Inc., Lincoln
National Social Awareness Fund, Inc., and Lincoln National Special Opportunities
Fund, Inc. (each individually, a "Fund" and, collectively, the "Funds"), each of
which is a Maryland corporation, and DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust, a Delaware business trust (the "Investment
Manager").
W I T N E S S E T H:
WHEREAS, each of the Funds has been organized and operates as an
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, each Fund engages in the business of investing and
reinvesting its assets in securities; and
WHEREAS, the Investment Manager is registered under the Investment
Advisers Act of 1940 as an investment adviser and engages in the business of
providing investment management services; and
WHEREAS, each Fund and the Investment Manager desire to enter into
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. Each Fund hereby employs the Investment Manager to manage the
investment and reinvestment of each Fund's assets and to administer its affairs,
subject to the direction of the Fund's Board of Directors and officers for the
period and on the terms hereinafter set forth. The Investment Manager hereby
accepts such employment and agrees during such period to render the services and
assume the obligations herein set forth for the compensation herein provided.
The Investment Manager shall for all purposes herein be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Funds in any way, or
in any way be deemed an agent of the Funds. The Investment Manager shall
regularly make decisions as to what securities and other instruments to purchase
and sell on behalf of each Fund and shall effect the purchase and sale of such
investments in furtherance of each Fund's objectives and policies. The
Investment Manager shall furnish the Board of Directors of each Fund with such
information and reports regarding each Fund's investments as the Investment
Manager deems appropriate or as the Board of Directors of each Fund may
reasonably request.
2. Each Fund shall conduct its own business and affairs and shall
bear the expenses and salaries necessary and incidental thereto, including, but
not in limitation of the foregoing, the costs incurred in: the maintenance of
its corporate existence; the maintenance of its own books, records and
procedures; dealing with its own shareholders; the payment of dividends;
transfer of shares, including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to shareholders; calling
and holding of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees. In conducting its own business and affairs, each Fund
may utilize its directors, officers and employees; may utilize the facilities
and personnel of the Investment Manager and its affiliates; and may enter into
agreements with third parties, either affiliated or non-affiliated, to perform
any of these functions. In the conduct of the respective businesses of the
parties hereto and in the performance of this Agreement, each Fund, the
Investment Manager and its affiliates may share facilities common to each, which
may include, without limitation, legal and accounting personnel, with
appropriate proration of expenses between them. Directors, officers and
employees of the Investment Manager or its affiliates may be directors, trustees
and/or officers of any of the investment companies within the Lincoln Financial
Group family. Directors, officers and employees of the Investment Manager or its
affiliates who are directors, trustees, and/or officers of these investment
companies shall not receive any compensation from such investment companies for
acting in such dual capacity.
3. (a) Subject to the primary objective of obtaining the best
execution, the Investment Manager may place orders for the purchase and sale of
portfolio securities and other instruments with such broker/dealers selected who
provide statistical, factual and financial information and services to the
Funds, to the Investment Manager, to any sub-adviser (as defined in Paragraph 5
hereof, a "Sub-Adviser") or to any other fund for which the Investment Manager
or any Sub-Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Fund or who sell shares of any other
investment company (or series thereof) for which the Investment Manager or any
Sub-Adviser provides investment advisory services. Broker/dealers who sell
shares of any investment companies or series thereof for which the Investment
Manager or Sub-Adviser provides investment advisory services shall only receive
orders for the purchase or sale of portfolio securities to the extent that the
placing of such orders is in compliance with the Rules of the Securities and
Exchange Commission and NASD Regulation, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of each Fund, the Investment Manager may cause a Fund to
pay a member of an exchange, broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission another
member of an exchange, broker or dealer would have charged for effecting that
transaction, in such instances where the Investment Manager has determined in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such member, broker or
dealer, viewed in terms of either that particular transaction or the Investment
Manager's overall responsibilities with respect to the Fund and to other
investment companies (or series thereof) and other advisory accounts for which
the Investment Manager or any Sub-Adviser exercises investment discretion.
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4. As compensation for the services to be rendered to each Fund by
the Investment Manager under the provisions of this Agreement, each Fund shall
pay monthly to the Investment Manager exclusively from that Fund's assets, a fee
based on the average daily net assets of that Fund during the month. Such fee
shall be calculated in accordance with the fee schedule applicable to that Fund
as set forth in SCHEDULE A hereto.
If this Agreement is terminated prior to the end of any calendar
month with respect to a particular Fund, the management fee for such Fund shall
be prorated for the portion of any month in which this Agreement is in effect
with respect to such Fund according to the proportion which the number of
calendar days during which the Agreement is in effect bears to the number of
calendar days in the month, and shall be payable within 10 calendar days after
the date of termination.
5. The Investment Manager may, at its expense, select and contract
with one or more investment advisers registered under the Investment Advisers
Act of 1940 ("Sub-Advisers") to perform some or all of the services for a Fund
for which it is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Fund. The Investment Manager
may terminate the services of any Sub-Adviser at any time with the approval of
the Board of Directors. At such time, the Investment Manager shall assume the
responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is
selected and the approval of the Board and any requisite shareholder approval is
obtained. The Investment Manager will continue to have responsibility for all
advisory services furnished by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to each
Fund under the provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Manager shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.
7. The Investment Manager, its trustees, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to any
Fund or to any other investment company, corporation, association, firm or
individual.
8. It is understood and agreed that so long as the Investment
Manager and/or its advisory affiliates shall continue to serve as each Fund's
investment adviser, other investment companies as may be sponsored or advised by
the Investment Manager or its affiliates shall have the right to adopt and to
use the words "Delaware," "Delaware Investments" or "Delaware Group" in their
names and in the names of any series or class of shares of such investment
companies.
9. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of its duties as the
Investment Manager to each Fund, the Investment Manager shall not be subject to
liability to the Fund or to any shareholder of the Fund for any action or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security, or otherwise.
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10. This Agreement shall be executed and become effective as of the
date written below, and shall become effective with respect to each Fund as of
the effective date set forth in Schedule A for that Fund, if approved by the
vote of a majority of the outstanding voting securities of that Fund. It shall
continue in effect for an initial period of two years for each Fund and may be
renewed thereafter only so long as such renewal and continuance is specifically
approved at least annually by the Board of Directors or by the vote of a
majority of the outstanding voting securities of that Fund and only if the terms
and the renewal hereof have been approved by the vote of a majority of the
Directors of the Fund who are not parties hereto or interested persons of any
such party ("Independent Directors"), cast in person at a meeting called for the
purpose of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated as to any Fund by the Fund at any time, without the
payment of a penalty, on not more than sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by the
Board of Directors of the Fund or pursuant to the vote of a majority of the
outstanding voting securities of the affected Fund. The Investment Manager may
terminate this Agreement as to any Fund at any time, without the payment of a
penalty, on sixty days' written notice to the Fund of its intention to do so.
Upon termination of this Agreement as to a Fund, the obligations of all the
parties hereunder shall cease and terminate as of the date of such termination,
except for any obligation to respond for a breach of this Agreement committed
prior to such termination, and except for the obligation of the Fund to pay to
the Investment Manager the fee provided in Paragraph 4 hereof, prorated to the
date of termination. This Agreement shall automatically terminate in the event
of its assignment.
11. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
12. For the purposes of this Agreement, the terms "vote of a
majority of the outstanding voting securities"; "interested persons"; and
"assignment" shall have the meaning defined in the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized officers and duly attested as of the 1st day of
January, 2003.
DELAWARE MANAGEMENT COMPANY, A SERIES
OF DELAWARE MANAGEMENT BUSINESS TRUST
By: ____________________________________
Name:
Title:
LINCOLN NATIONAL AGGRESSIVE GROWTH FUND, INC.
LINCOLN NATIONAL BOND FUND, INC.
LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.
LINCOLN NATIONAL EQUITY-INCOME FUND, INC.
LINCOLN NATIONAL GROWTH AND INCOME FUND, INC.
LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND, INC.
LINCOLN NATIONAL INTERNATIONAL FUND, INC.
LINCOLN NATIONAL MANAGED FUND, INC.
LINCOLN NATIONAL MONEY MARKET FUND, INC.
LINCOLN NATIONAL SOCIAL AWARENESS FUND, INC.
LINCOLN NATIONAL SPECIAL OPPORTUNITIES FUND, INC.
By: ____________________________________
Name:
Title:
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SCHEDULE A
THIS SCHEDULE A to the Investment Management Agreement between each
of the Lincoln National Aggressive Growth Fund, Inc., Lincoln National Bond,
Fund, Inc., Lincoln National Capital Appreciation Fund, Inc., Lincoln National
Equity-Income Fund, Inc., Lincoln National Growth and Income Fund, Inc., Lincoln
National Global Asset Allocation Fund, Inc., Lincoln National International
Fund, Inc., Lincoln National Managed Fund, Inc., Lincoln National Money Market
Fund, Inc., Lincoln National Social Awareness Fund, Inc., and Lincoln National
Special Opportunities Fund, Inc. (individually, "Fund"), and DELAWARE MANAGEMENT
COMPANY, a series of Delaware Management Business Trust (the "Investment
Manager") (the "Agreement"), lists the Funds for which the Investment Manager
provides investment management services pursuant to this Agreement, the
management fee rate schedule for each Fund and the date on which the Agreement
became effective for each Fund:
MANAGEMENT FEE SCHEDULE
FUND NAME (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) EFFECTIVE DATE
ANNUAL RATE
---------------------------------------- ----------------------------------------------------------------------------------
Lincoln National Aggressive Growth .75 of 1% of the first $200 million;
Fund, Inc. .70 of 1% of the next $200 million; and January 1, 2003
.65 of 1% of the excess over $400 million
Lincoln National Bond Fund, Inc. .48 of 1% of the first $200 million;
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million January 1, 2003
Lincoln National Capital Appreciation .75 of 1% of the first $500 million; and
.70 of 1% of the Fund, Inc. excess over $500 million January 1, 2003
Lincoln National Equity-Income Fund, .75 of 1% of the first $500 million; and
Inc. .70 of 1% of the excess over $500 million January 1, 2003
Lincoln National Growth and Income .48 of 1% of the first $200 million;
Fund, Inc. .40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million January 1, 2003
Lincoln National Global Asset .75 of 1% of the first $200 million;
Allocation Fund, Inc. .70 of 1% of the next $200 million; and
.68 of 1% of the excess over $400 million January 1, 2003
Lincoln National International Fund, .90 of 1% of the first $200 million;
Inc. .75 of 1% of the next $200 million; and
.60 of 1% of the excess over $400 million January 1, 2003
---------------------------------------- ----------------------------------------------------------------------------------
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Lincoln National Managed Fund, Inc. .48 of 1% of the first $200 million;
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million January 1, 2003
Lincoln National Money Market Fund, Inc. .48 of 1% of the first $200 million;
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million January 1, 2003
Lincoln National Social Awareness Fund, .48 of 1% of the first $200 million;
Inc. .40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million January 1, 2003
Lincoln National Special Opportunities .48 of 1% of the first $200 million;
Fund, Inc. .40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million January 1, 2003
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