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 September 23, 1993 (the "Agreement") between DLIA
("Adviser") and Lincoln National Aggressive Growth 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 AGGRESSIVE GROWTH
FUND, INC.

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